Obligation T-Mobile US 6.5% ( US87264AAP03 ) en USD

T-Mobile US

103.18 % ⇌

Etas-Unis

US87264AAP03 ( en USD )

6.5% par an ( paiement semestriel )

15/01/2026 - Obligation échue

Prospectus brochure de l'obligation T-Mobile USA US87264AAP03 en USD 6.5%, échue

2 000 USD

2 000 000 000 USD

87264AAP0

N/A

Ba2 ( Spéculatif )

T-Mobile US est le deuxième plus grand fournisseur de services de téléphonie mobile aux États-Unis, offrant des services sans fil, y compris des plans de téléphonie mobile, d'Internet mobile et de télévision par câble, à des clients résidentiels et commerciaux.

L'Obligation émise par T-Mobile US ( Etas-Unis ) , en USD, avec le code ISIN US87264AAP03, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2026

L'Obligation émise par T-Mobile US ( Etas-Unis ) , en USD, avec le code ISIN US87264AAP03, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-192178
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
aggregate
registration
Title of each class of securities offered

offering price

fee (1)
6.500% Senior Notes due 2026

$2,000,000,000
$201,400

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 7, 2013)

$2,000,000,000

T-Mobile USA, Inc.
6.500% Senior Notes due 2026

T-Mobile USA, Inc. (the "Issuer") is offering $2,000,000,000 aggregate principal amount of its 6.500% Senior Notes due 2026 (the "notes"). The Issuer intends to
use the net proceeds from this offering for general corporate purposes, which may include acquisition of additional spectrum. See "Use of Proceeds."
The notes will bear interest at a rate of 6.500% per year and mature on January 15, 2026. The Issuer will pay interest on the notes on each January 15 and July 15,
commencing January 15, 2016.
The notes will be redeemable, in whole or in part, at any time on or after January 15, 2021 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
the notes prior to January 15, 2019 with the net cash proceeds from certain equity offerings. The Issuer also may redeem the notes prior to the date 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 the 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 the
guarantees, including the Issuer's Existing Senior Notes (as defined herein) and the expected Term Loans (as defined herein), 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, including the expected Term Loans, 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.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement. You should also
consider the risk factors described in the documents incorporated by reference into the accompanying prospectus.

Per note

Public Offering Price

100.000%
Total

$2,000,000,000
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Proceeds to T-Mobile USA, Inc.(1)

$1,997,500,000

(1) Before expenses. The underwriting discount is 0.125% of the principal amount thereof, resulting in total underwriting discounts of $2,500,000 for the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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
November 5, 2015 through the facilities of The Depository Trust Company.

Joint Book-Running Managers

Deutsche Bank Securities

Citigroup

J.P. Morgan
Barclays

Goldman, Sachs & Co.
Co-Managers

Credit Suisse
Morgan Stanley
RBC Capital Markets

The date of this prospectus supplement is November 2, 2015.
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
Risk Factors
S-12
Use of Proceeds
S-19
Capitalization
S-20
Ratio of Earnings to Fixed Charges
S-21
Selected Historical Consolidated Financial Data
S-22
Description of Other Indebtedness and Certain Lease Obligations
S-24
Description of Notes
S-29
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
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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
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.

S-i
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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.

S-ii
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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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.
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 advanced network and business technologies;

· breaches of our and/or our third party vendors' networks, information technology and data security;

· natural disasters, terrorist attacks or similar incidents;

· 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 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
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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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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
We are the Un-carrierTM. Un-satisfied with the status quo. Un-afraid to innovate. T-Mobile provides wireless communications services,
including voice, messaging and data, to over 61 million customers in the postpaid, prepaid, and wholesale markets. The Un-carrier proposition
is an approach that seeks to listen to the customer, address their pain points, bring innovation to the industry, and improve the wireless
experience for all. In practice, this means offering customers a great service on a nationwide 4G Long-Term Evolution ("LTE") network,
devices when and how they want them, and plans that are simple, affordable and without unnecessary restrictions. Going forward, we will
continue to listen and respond to our customers, refine and improve the Un-carrier proposition, and deliver the best value experience in the
industry.
We generate revenue by offering affordable wireless communication services to our postpaid, prepaid and wholesale customers. We also
offer a wide selection of wireless devices and accessories, including smartphones, tablets and other mobile communication devices, which are
manufactured by various suppliers and are sold through our retail stores and websites, dealers and a variety of third-party websites. Our most
significant expenses are related to acquiring and retaining high-quality customers, providing a full range of devices, compensating employees,
and operating and expanding our network.
Term Loan Credit Agreement
We are currently in discussions with potential lenders regarding a seven-year secured term loan facility pursuant to which we could incur
$2.0 billion of initial term loans (the "Term Loans") and the related term loan credit agreement with Deutsche Bank AG New York Branch, as
administrative agent and collateral agent (the "Term Loan Credit Agreement"). Our obligations under the Term Loan Credit Agreement are
expected to be guaranteed by the guarantors of the notes being offered hereby. In addition, our obligations under the Term Loan Credit
Agreement and the guarantee obligations of the guarantors are expected to be secured by a first priority lien on substantially all of our assets
and the assets of our subsidiaries that are guarantors, subject to certain exceptions to be set forth in the Term Loan Credit Agreement and
related documentation. In addition, our obligations under the Term Loan Credit Agreement and the guarantee obligations of the guarantors are
expected to be supported by a first priority pledge of the equity interests held by us and our subsidiary guarantors in any other subsidiary
guarantor and (subject to certain exceptions to be set forth in the Term Loan Credit Agreement and related documentation, including for
immaterial subsidiaries, unrestricted subsidiaries and certain designated subsidiaries) in our and their respective subsidiaries, certain
intercompany obligations and to the extent permissible under applicable law, rights under or relating to any FCC licenses, and by a first
priority pledge by Parent of all of the equity interests it owns in us, in each case subject to certain exceptions to be set forth in the Term Loan
Credit Agreement and related documentation. See "Description of Other Indebtedness and Certain Lease Obligations." The closing of this
offering is not conditioned on the closing of the Term Loan Credit Agreement, and the closing of the Term Loan Credit Agreement is not
conditioned on the closing of this offering.

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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-2
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Ownership and Corporate Structure
The diagram below illustrates our current ownership and corporate structure:

(1)
Intermediate holding companies not shown.
(2)
See "Description of Other Indebtedness and Certain Lease Obligations."
(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 September 30, 2015, the Issuer's subsidiaries that will not guarantee the notes had
approximately $1.2 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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S-3
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THE OFFERING

Issuer
T-Mobile USA, Inc.

Securities
$2,000,000,000 aggregate principal amount of 6.500% Senior Notes due 2026.

Maturity
The notes will mature on January 15, 2026.

Interest Payment Dates
January 15 and July 15 of each year, beginning on January 15, 2016.

Optional Redemption
The Issuer may, at its option, redeem some or all of the notes at any time on or after
January 15, 2021 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 January 15, 2021 the Issuer may, at its option, redeem some or all of the notes at

a make-whole price, plus accrued and unpaid interest, to, but not including, the
redemption date.

In addition, prior to January 15, 2019, the Issuer may, at its option, redeem up to 35% of
the aggregate principal amount of the notes 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, the Term Loans under the Term Loan Credit
Agreement and $21.2 billion aggregate principal amount of outstanding 5.250%
Senior Notes due 2018, 6.464% Senior Notes due 2019, 6.288% Senior Notes due
2019, 6 5/8% Senior Notes due 2020, 6.542% Senior Notes due 2020, 6.366% Senior

Notes due 2020, 6.250% Senior Notes due 2021, 6.633% Senior Notes due 2021,
8.097% Senior Notes due 2021, 6.125% Senior Notes Due 2022, 6.731% Senior
Notes due 2022, 8.195% Senior Notes due 2022, 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), 6.000% Senior Notes due 2023, 6.500% Senior
Notes due 2024, and 6.375% Senior Notes due 2025 (collectively, the "Existing
Senior Notes");

S-4
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· effectively subordinated to the Issuer's existing and future secured indebtedness,

including the Term Loans under the Term Loan Credit Agreement, 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 September 30, 2015, we had incurred the Term Loans under the Term
Loan Credit Agreement, we would have had approximately $28.7 billion of outstanding
indebtedness, including $23.2 billion of outstanding indebtedness under our Existing
Senior Notes and the notes offered hereby, an estimated $2.0 billion of outstanding

secured indebtedness under the Term Loan Credit Agreement and 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
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 the Term Loans under the Term Loan
Credit Agreement and our Existing Senior Notes;

· effectively subordinated to that guarantor's existing and future secured indebtedness,
including its guarantee of the Term Loans under the Term Loan Credit Agreement 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.

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As of September 30, 2015, the Issuer's subsidiaries that will not guarantee the notes had
approximately $1.2 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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Certain Covenants
The indenture governing the notes will contain 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 will be 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, including the Term Loan Credit Agreement, 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 and other pari passu indebtedness equal to the excess net cash proceeds. The
purchase price of the notes 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."

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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 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 acquisition of additional spectrum. 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
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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-7
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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, 2014, 2013
and 2012 contained in Parent's Annual Report on Form 10-K filed on February 19, 2015, and our unaudited condensed consolidated financial
statements and related notes for the nine months ended September 30, 2015 and 2014 contained in Parent's Quarterly Report on Form 10-Q
filed on October 27, 2015. 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.

Nine months ended September 30,

Year ended December 31,

(in millions)

2015
2014
2014

2013

2012

Revenues:

Service revenues

$
18,265
$
16,505
$22,375
$19,068
$17,213
Equipment revenues

5,182

4,609
6,789
5,033
2,242
Other revenues

359

296

400

319

264

Total revenues

23,806

21,410
29,564
24,420
19,719
Operating expenses:

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

4,170

4,405
5,788
5,279
4,661
Cost of equipment sales

7,325

6,809
9,621
6,976
3,437
Selling, general and administrative

7,434

6,530
8,863
7,382
6,796
Depreciation and amortization

3,139

3,322
4,412
3,627
3,187
Cost of MetroPCS business combination

355

131

299

108

7
Impairment charges

--

--

--

--
8,134
Gains on disposal of spectrum licenses

(24)

(770)

(840)

(2)

(205)
Other, net

--

--

5

54

99

Total operating expenses

22,579

20,427
28,148
23,424
26,116

Operating income (loss)

1,227

983
1,416

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

Interest expense to affiliates

(277)

(186)

(278)

(678)

(661)
Interest expense

(780)

(807)
(1,073)

(545)

--
Interest income

335

255

359

189

77
Other income (expense), net

(8)

(32)

(11)

89

(5)

Total other expense, net

(730)

(770)
(1,003)

(945)

(589)

Income (loss) before income taxes

497

213

413

51
(6,986)
Income tax expense

61

67

166

16

350

Net income (loss)

436

146

247

35
(7,336)
http://www.sec.gov/Archives/edgar/data/1064735/000119312515365683/d90390d424b5.htm[11/4/2015 1:09:55 PM]

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