UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01 | Regulation FD Disclosure. |
On March 16, 2020, G. Michael Sievert, President and Chief Operating Officer of T-Mobile US, Inc. (“T-Mobile”) sent an email to T-Mobile employees regarding on-going business operations and how the company is supporting its customers and protecting the safety of its employees from coronavirus disease 2019 (COVID-19), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 and the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The information contained in Item 7.01 and the exhibit includes 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 T-Mobile’s response to COVID-19, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties and may cause actual results to differ materially from the forward-looking statements. Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the following: adverse economic, political or market conditions in the U.S. and international markets and other factors such as natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19; the failure to obtain, or delays in obtaining, regulatory approval for the merger (the “Merger”) with Sprint Corporation (“Sprint”), pursuant to the Business Combination Agreement with Sprint and other parties therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”), risks associated with the actions and conditions we have agreed to in connection with regulatory approval for the Transactions, and the risk that such regulatory approval may result in the imposition of additional conditions that, if accepted by the parties, 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 risk of other litigation or regulatory actions related to the Transactions; the exercise by one or both parties of a right to terminate the Business Combination Agreement; adverse effects on the market price of our common stock or on our operating results because of a failure to complete the Merger in the anticipated timeframe, on the anticipated terms 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; the assumption of significant liabilities in connection with, and significant costs related to the Transactions, including financing costs and unknown liabilities of Sprint that may become liabilities of the combined company or that may otherwise arise and financing costs; failure to realize the expected benefits and synergies of the Transactions in the expected timeframes, in part or at all; costs or difficulties related to the integration of Sprint’s network and operations into our network and operations, including intellectual property and communications systems, administrative and information technology infrastructure and accounting, financial reporting and internal control systems; differences with Sprint’s control environments, cultures, and auditor expectations may result in future material weaknesses, significant deficiencies, and/or control deficiencies while we work to integrate the companies and align guidelines and practices; costs or difficulties related to the completion of the divestiture of Sprint’s prepaid wireless businesses to DISH Network Corporation and the satisfaction of any related government commitments to such divestiture; 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; 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; inability to implement and maintain effective cyber security measures over critical business systems; breaches of our and/or our third-party vendors’ networks, information technology and data security, resulting in unauthorized access to customer confidential information; natural disasters, terrorist attacks or similar incidents; unfavorable outcomes of existing or future litigation; any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks and changes in data privacy laws; any disruption or failure of our third parties’ or key suppliers’ provisioning of products or services; material adverse changes in labor matters, including labor campaigns, negotiations or additional organizing activity, and any resulting financial, operational and/or reputational impact; changes in accounting assumptions that regulatory agencies, including the Securities and Exchange Commission (“SEC”), may require, which could result in an impact on earnings; changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions; the possibility that the reset process under our trademark license results in changes to the royalty rates for our trademarks; the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others; our business, investor confidence in our financial results and stock price may be adversely affected if our internal controls are not effective; the occurrence of high fraud rates related to device financing, credit cards, dealers, or subscriptions; and interests of our majority stockholder may differ from the interests of other stockholders. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |||
99.1 |
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104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 17, 2020 |
T-MOBILE US, INC. | |||||
By: |
/s/ J. Braxton Carter | |||||
J. Braxton Carter | ||||||
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Team,
Each day we closely monitor the latest developments around COVID-19 and evaluate the appropriate steps we need to take as a business to align guidelines from State, Local and Federal Government agencies with whats best for our customers and whats best for all of you.
T-Mobile plays an important role in every community and we take our designation by the government as a critical communications infrastructure provider seriously. We are counted on every day to ensure our business functions and that we deliver for first responders, emergency responders and 911 communications. We know that we need to be there for our customers and provide an essential connection to family, friends, loved ones, and schools.
And, as an employer, we have a responsibility to take care of our employees and do whats best for your safety and well-being. I take ALL of these responsibilities very seriously and also feel strongly about doing our part to slow the spread of this virus and help flatten the curve to help keep people safe.
So today I want to update you on some new actions we are taking as a company to align all of these important obligations:
Consumer Markets Team:
| In support of government social distancing recommendations and to limit gatherings of people, we had already announced the temporary closure of indoor mall stores. |
| Now, we are further reducing the number of company-owned retail stores we have open. Starting tomorrow March 17th, we will close about 80% of our store locations, leaving a critical mass of 20% of stores open to provide important service to customers. |
| The closed stores will remain closed until at least March 31st, and further communications will follow regarding our reopening schedule. |
| I want you to know that we take our responsibility to each other very seriously. Despite these closures and distancing measures, we are implementing an approach for our hourly Retail employees, who are on the frontlines serving our customers, to maintain their target income even during these initial closures this month. |
| Those remaining 20% of stores are distributed across the country and designed to be within a 30-minute drive for most customers in each market. They will operate on reduced schedules and only stay open for seven hours each day from 10 am to 6 pm local time for most stores. |
| We will staff these remaining stores ONLY with workers who are willing to come in and support our customers. This is part of how we selected this store count, taking both employee and community obligations into account. No employee will be REQUIRED to work in our stores over the next two weeks. Jon Freier will follow up with more specific details about which stores will be open and specifics on staffing. |
Our store locator page will be updated immediately with these shifts. We continue to focus on hygiene and sanitization efforts in the stores that remain open and intend continue deep cleaning, keep hygiene and cleaning products in stock through shortages and make shifts in staffing to relieve our teams. This is one more way we can create a safer environment for our employees who do keep working.
Care Team:
We are also taking some additional measures in our Care locations to help protect our employees and increase social distancing.
| First, the general public does not have access to our Care sites, but we continue to take measures to keep these environments safe. Care employees are being paid if they need to stay home if they experience symptoms, are high risk or have had exposure to anyone who has contracted the virus. |
| We are also taking steps to reduce our staffing levels and increasing the distance between workstations to create additional personal space and we continue to focus on hygiene and sanitization efforts in our Care locations. Callie Field will be reaching out to our Care organization with more information about our plans to operationalize these additional social distancing measures in our various locations. |
These arent simple decisions, but they are the right ones. Weve said it before the service we provide to keep our customers connected is essential, particularly right now. This is not a time to focus on tackling the competition. This is our time to focus on our community and do our part to stop COVID-19 from spreading.
Please continue to do what is right for you and your family to stay healthy. We appreciate your work to continue serving our customers in this critical time and taking care of each other.
Best,
Mike Sievert
President | COO
T-Mobile
@SievertMike
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Document and Entity Information |
Mar. 16, 2020 |
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Cover [Abstract] | |
Entity Incorporation State Country Code | DE |
Amendment Flag | false |
Entity Central Index Key | 0001283699 |
Document Type | 8-K |
Document Period End Date | Mar. 16, 2020 |
Entity Registrant Name | T-MOBILE US, INC. |
Entity File Number | 1-33409 |
Entity Tax Identification Number | 20-0836269 |
Entity Address, Address Line One | 12920 SE 38th Street |
Entity Address, City or Town | Bellevue |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98006-1350 |
City Area Code | (425) |
Local Phone Number | 378-4000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.00001 par value per share |
Trading Symbol | TMUS |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |