Nils Paellmann - Head of IR John Legere - CEO Mike Sievert - President and COO Braxton Carter - CFO Neville Ray - EVP and CTO

Mike Rollins - Citi Brett Feldman - Goldman Sachs Simon Flannery - Morgan Stanley Jonathan Chaplin - New Street Research Phil Cusick - JP Morgan Craig Moffett - Moffett Nathanson Amy Yong - Macquarie Walt Piecyk - BTIG

Good afternoon. Welcome to the T-Mobile US Second Quarter 2018 Earnings Call. Following opening remarks, the earnings call will be opened for questions via the conference line, Twitter, Facebook or text message. [Operator Instructions] I would now like to turn the conference over to Mr. Nils Paellmann, Head of Investor Relations for T-Mobile US. Please go ahead, sir.

Yes, thank you very much. Welcome to our second quarter 2018 earnings call. With me today are John Legere, our CEO; Mike Sievert, our President and COO; Braxton Carter, our CFO; and other members of the senior leadership team. Let me read the disclaimer, during this call, we will make forward-looking statements that include projections and statements about our future financial operating results, our plans, the benefit we expect to receive from the proposed merger with Sprint and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risk and uncertainty outside of our control that could cause our actual results to differ materially including the risk factors set forth in our annual report on Form 10-K and quarterly reports on Form 10-Q. Reconciliations between GAAP and the non-GAAP results we discuss on this call can be found in the Quarterly Results section of the Investor Relations page of our website. In addition, in connection with the proposed transaction on July 30, we filed with the SEC a registration statement on Form S4 that contains important information about T-Mobile and Sprint, the merger, and related matters. The registration statement has not yet become effective. So, with that, let me turn it over to John Legere.

Okay, good afternoon everyone. Welcome to T-Mobile second quarter 2018 earnings call and Twitter conference coming to you live from Bellevue, Washington. We have incredible results to cover. Let me just give you the headlines and then we can jump into the details. We just posted our best Q2 ever and led the industry in postpaid phone growth for the 18th quarter in a row. Service revenues and adjusted EBITDA are hitting record highs and we also posted record low branded postpaid phone churn. Our network was just recognized by Ookla and OpenSignal as leading the industry in 4G LTE speeds, extending our winning streak 18 quarters in a row. And even Verizon’s favorite pay to play measurement service RootMetrics gave T-Mobile’s network some love in their report last week with 454 metro area routes score awards, second only to Verizon and well ahead of AT&T. Our retail and customer care teams are setting the standard for customer experience and our increased guidance shows that we expect to maintain this level of performance in the second half of the year. In a nutshell, T-Mobile continues to meet the needs of customers by delivering more value and that is translating into incredible results. So let's dive into our fantastic second quarter. We added 1.6 million total net customers, extending our winning streak to 21 quarters in a row with more than 1 million. That's more than half a decade if you're keeping score at home. With 686,000 branded postpaid phone net additions, we captured about two thirds of the industry's postpaid phone growth, grew nearly two times faster than Verizon, AT&T, Sprint, and Comcast combined and more than three times faster than our next closest competitor Comcast. And we grew faster sequentially and year over year. So who says we're slowing down. Our share gains are also reflected in strong postpaid porting ratios. The overall postpaid porting ratio was 1.86, up from 1.69 in Q1 and 1.38 in Q2 of last year. In the second quarter, our postpaid porting ratio against both AT&T and Verizon was higher than two to one. Yes, I did say two. This acceleration in growth has been driven in particular by our continued focus on under penetrated segments such as new geographies, business, 55+, and most recently this April military, one of the most underappreciated segments. We also had strong branded postpaid net additions of 1 million, supported by continued strong growth of wearables, particularly the Apple Watch. Our customers are staying longer than ever before. In Q2, we had our lowest ever branded postpaid phone churn of 0.95%, down 15 basis points year over year. This blew away even the most bullish analysts estimates and was our first quarter ever with churn below 1%. And branded prepaid net customer additions came in at 91,000, flat year over year despite increased competitive activity in the market. Our financial results were just as solid as our customer results. Service revenues grew by 7% year over year to $7.9 billion which was another record high. Net income was strong at $0.8 billion, up 35% year over year and fully diluted EPS came in at $0.92. Adjusted EBITDA amounted to a record high $3.2 billion, up 7% year over year with a 41% adjusted EBITDA margin. Now turning to network, we continue to expand coverage and improve our already industry leading network performance. We now cover 323 million POPs with 4G LTE, well on our way to 325 million by year end. And we continue to aggressively rollout low band spectrum with our 700 megahertz deployment virtually complete and our 600 megahertz deployment continuing at a furious pace. We now have low band spectrum deployed to 289 million POPs and 600 megahertz is live in 992 cities and towns in 33 states as of today. And the 600 megahertz gear we are deploying will be upgradable to 5G with a software update. In March, we launched our first 600 megahertz capable flagship smartphone, the Samsung Galaxy S9 which was followed by the LG G7 ThinQ in June. Including these phones, we now have a dozen smartphones in market that are 600 megahertz capable. Our plan continues to be to bring 5G to 30 cities in 2018 starting with New York, LA, Dallas, Las Vegas, with nationwide coverage coming in 2020. This network will utilize 600 megahertz and will harness 4G and 5G bandwidth simultaneously for dual connectivity and will be ready for the first 5G smartphones in 2019. As I mentioned earlier, Ookla released their mobile speed test report and millions of real world tests confirm what we already know, T-Mobile’s download and upload speeds continue to lead the industry. In Q2, our average download 4G LTE speed was 31.8 megabits per second, well ahead of all our competitors. Like I mentioned, Q2 marks the 18 quarter in a row that T-Mobile is the fastest 4G LTE network. Open Signal also just published their state of mobile networks report which analyzed billions of data points from actual users, T-Mobile once again cleaned up winning five of seven categories outright and tied for first place with Verizon for 4G availability, can you hear me now. Our front line is setting the standard for customer experience. Digitally accelerated retails making it easier to join T-Mobile by simplifying the switching experience and team of experts in care is making it easy to serve our customers in driving record low calls per account. Our strong momentum and record Q2 means that we are increasing our guidance for 2018 again. Our outlook now calls for 3 million to 3.6 million branded postpaid net customer additions and adjusted EBITDA of $11.7 billion to $12.4 billion. Our three-year CAGR estimate for free cash flow remains at 46% to 48% with cash CapEx now expected to be at the high end of the guidance range of 4.9 billion to 5.3 billion. Let me also give you a brief update on the progress of our pending merger with Sprint. While we still have a number of steps remaining in the regulatory approval process, we are optimistic and confident that regulators will recognize the significant pro competitive benefits of this combination and grant regulatory approval. I think we made it clear that this merger is pro consumer and all about super charging the Un-carrier and about bringing broad and deep nationwide 5G to Americans as fast as possible. On top of that, the new T-Mobile will increase competition and create American jobs. A few milestones to note; our public interest statement was filed with the FCC on June 18. On June 27, Marcello Claure and I had the opportunity to testify in front of the Senate Judiciary Subcommittee on antitrust, competition policy, and consumer rights. The FCC put out its public notice on July 18 starting their non-binding 180-day transaction clock. Our preliminary S4 was filed with the FCC on Monday, July 30. So we're making great progress and look forward to continuing to tell the story about how this merger will be good for consumers and good for the country. Okay, before handing over, let me mention one more thing. Isn't it about time we shake things up in this industry, again? Let me just say that our next industry shaking Un-carrier move is just two weeks away. I'll leave it at that and let speculation begin. I can't wait to talk to you all on August 15. Okay, our CFO Braxton Carter will take us through the financial results and the details of our guidance. Braxton, let's take a closer look.

Hey, thanks, John, and I'm so excited to report on another fantastic quarter here at T-Mobile. Net income amounted to 782 million, up 35% year over year. This was due to higher operating income, lower interest expense, and lower tax expense due to the continued positive impact of tax reform. Net income included a benefit of 62 million from the new revenue recognition standard and also benefited from 45 million in after-tax insurance reimbursements for the hurricane impacts. On the other hand, net income was impacted by 39 million in after-tax costs associated with the Sprint merger. On a sequential basis, net income was also impacted by higher depreciation which increased 3.7% from Q1 due to lease depreciation and the impact of the further expansion and build out of our network. We expect this trend of higher depreciation to continue into the second half of the year and impact net income accordingly. Adjusted EBITDA amounted to 3.2 billion, up 7.3% and included lease revenues of 177 million versus 234 million in the prior year. Note that adjusted EBITDA included a positive impact from last year's hurricanes of 70 million due to insurance reimbursements and 84 million from the new revenue recognition standard. The adjusted EBITDA performance is a reflection of strong cost management. Cost of services as a percentage of service revenue increased by just 30 basis points sequentially despite the rapid rollout of 600 megahertz and that excludes the net positive impact from hurricanes in Q1 and Q2. Also the new revenue recognition standard added 26 million to the cost of services in Q2. SG&A as a percentage of service revenue decreased by 90 basis points sequentially despite the acceleration in growth. This was adjusted for the 41 million in costs associated with the Sprint merger which are also excluded from adjusted EBITDA. Equipment losses decreased by 45 million or 9.1% sequentially in connection with a still light postpaid upgrade rate of 6% and a sequential decrease in the number of devices sold. Free cash flow increased by 61% to 774 million, this was driven by 14% increase in net cash provided by operating activities and a 50% increase in proceeds related to our deferred purchase price from securitization transactions. Please note that the net cash proceeds from securitization amounted to just 25 million in Q2 and a drag of 125 million in the first half of 2018. The increase in free cash flow occurred despite a significant increase in cash CapEx which grew by 21% year over year to 1.6 billion. As last year, CapEx was front-end loaded in connection with our accelerated 600 megahertz rollout. Branded postpaid phone ARPU proved fairly resilient in the second quarter at 46.52, down 0.3% sequentially and 1.2% year over year, reflecting the impact of promotions targeting new segments, offset by the positive impact of continued adoption of our T-Mobile ONE rate plans. For the year as a whole, we continue to expect ARPU to be generally stable excluding the impact from the new revenue recognition standard. In terms of customer quality, our results in the second quarter were outstanding. Total bad debt expense and losses from sell receivables were 102 million or a record low of 0.96% of total revenues compared to 162 million or 1.59% in the second quarter of 2017 even with a significantly higher customer base. Do note that Q2 is usually a seasonal low for bad debt expense for our industry, so we do not expect a sequential pick up in the second half of the year. Now let's get on the 2018 guidance, we expect branded postpaid net customer additions to be between 3 million and 3.6 million, up from the prior guidance range of 2.6 million to 3.3 million. This guidance takes into account our long-term strategy to balance growth and profitability, the lower switcher volumes we've seen in recent quarters and our pursuit of growth adjacencies. Our guidance also takes into account the expected typical seasonal sequential uptick in postpaid churn which will occur in the second half of the year. We expect adjusted EBITDA to be in the range of 11.5 billion to 11.9 billion, not including the impact of the new revenue recognition standard, up from the prior guidance range of 11.4 billion to 11.8 billion. The new revenue recognition standard will increase adjusted EBITDA by another 0.2 billion to 0.5 billion for an all-in new guidance range of 11.7 billion to 12.4 billion. This guidance takes into account an expected decline in leasing revenues in 2018, we still targeted at 600 million to 700 million but that's compared to 877 million in 2017 as well as our build out of low band spectrum including the accelerated rollout of 600 megahertz spectrum driving up expected cost of services by 300 million to 400 million per year which we communicated at the beginning of the year. Our increased outlook for 2018 demonstrates that we're following the same approach with regard to our guidance in prior years. Note that we now have increased the ranges for both branded postpaid net additions and for adjusted EBITDA twice this year. We target cash CapEx of 4.9 billion to 5.3 billion excluding capitalized interest. This includes expenditures for 5G deployment. Updated from prior guidance, we now expect to come in at the high end of the guidance range given the massive success that Neville and his team are having clearing 600 megahertz spectrum. Finally, we expect free cash flow to increase at a three-year CAGR of 46% to 48% from full-year 2016 to full-year 2019 unchanged from the prior range. During the same period, we expect the net underlying net cash provided by operating activities to increase at an unchanged CAGR of 7% to 12%. Let me emphasize that our free cash flow guidance does not assume any material net cash inflows from securitizations going forward. Before we get to your questions, let me briefly address preliminary S4 for the merger with Sprint. The S4 contains disclosures regarding the transaction including certain standalone and pro forma combined financial projections, which have been prepared on the basis and subject to the qualifications described in the S4. The prospective financial information in the S4 reflects what we believe as a conservative case, does not include the impacts of the revenue recognition standard and it is not necessarily our current view on the outlook for the upcoming years. We encourage you to read the disclosure in the S4 for additional information. The S4 has not yet become effective and the purpose of today's call is to discuss our second quarter. So I’d ask that you focus your questions on our earnings. Now, let's get to your questions, you can ask questions via phone, text message, or via Twitter or Facebook. We'll start with a question on the phone. Operator, first question please.

And our first question comes from Mike Rollins with Citi.

Thanks. So couple questions if I could, first on the gross ads side. Can talk about you know what you're seeing you mentioned some of the vertical strength, but can you talk a little bit more about maybe some of the benefit that the vertical promotions gave you in the quarter like 55+ military promotions? And then what you're seeing from customers who have been bundling in the Netflix promotion? Are you seeing any significant differences in this cohort for churn or engagement rights? Thanks very much.

Mike, I think that's the best first question of all time. It’s a day of best. Mike?

Unfortunately, Michael, I would give you a little bit of color, but probably can’t unpack it very quantitatively for you. The color is probably as you would suspect. This unlimited 55+ and also the military offer we launched a few months ago that we're very proud of. They're just going great. They're going gangbusters and it's really showing new audiences where we've been under indexed, audiences that have been under appreciated in this market that somebody is looking out for. And our business is responding. So they've been nice contributors. Another thing that’s been a nice contributor has been the business markets. We say our highest activations ever in the business markets this last quarter, more public sector successes across the board enterprise successes and in larger enterprises where churn is more favorable. So, the lowest churn in our business markets ever this last quarter as well. And to your question about Netflix, yeah, we can’t unpack it for you too much except to say, yes, it does turn out that those that are taking advantage of it do have lower churn. And that was one of the things that was important for our business case and it is panning out to be the case.

Mike, I think one of the things I’m glad you recognized. We were very forward looking team, not just on the investments in our network but the focus on the segments that we know provide growth including of course geographic expansion around the network. And that has gotten us to the point where quarter after quarter we are not getting the growth that we thought about three to four or more quarters ago. I would also say that one of the most exciting parts is, on a day to day basis going forward, our network has never been better and it is going to be better every day. And secondly, we have started to perform in the customer care environment in a way that I don't think American business itself has ever seen. And those two aspects of a care experience and a network experience that's never been matched up to now, I feel very bullish about what we're going to be able to do going forward.

If I can just follow up on your comments on the regulatory side; are there some incremental learning that the management team has had over the last few months in your conversations and engagement with regulators that you’d want to share with the audience today?

I wouldn't say new learnings, we've been very, very pleased from day one with the story that we're providing as to why the coming together with Sprint is pro-competition, pro-consumer, pro-America, very critical from many aspects especially the deployment of 5G capabilities. And the whole story together has been something that we've been telling and working on and we're very confident that with that story and the details of why these two companies coming together makes tremendous sense for competition, for the country, the learning is that it's a story that we need to keep telling and it's a story that with the aspects associated with the people we are competing against has been very well received. But as you know, this is a process where all I can say is we're in a process, we're in multiple processes that we greatly respect and we have committed to playing continuous and not necessarily in the public eye. But as it's going, I would say we feel very good that if we continue to tell this story to the associated regulatory groups that they will see why this is a deal that should be approved.

Thank you.

Operator, we’re going to take another question on the phone, but I ask my peers here to go through the various questions that are coming in on TMUS in the various IR sites that if, you know, pick one, I’ll pause and one or two questions from the operator and we’ll go to those as well. So, operator we’ll take the next question on the phone.

Our next question comes from Brett Feldman with Goldman Sachs.

Obviously another quarter of strong service revenue growth, some of your peers started to show some better service revenue growth, but in their case, it was ARPU driven, where you guys are still doing it by winning customers. It does look like the pricing feeling is moving up a bit in the industry. And so I was hoping you could share your thoughts on sort of the trade-off between figuring out ways to get people to maybe pay a bit more for the service to get more value versus keeping your pricing well below peers to make sure that you can drive higher customer growth. Thanks.

Let's just make sure we go into that question from a standpoint of remembering that 7% service revenue growth, 7% EBITDA and the increase that we are driving in cash from operations and free cash flow in this business is something that's a part of going in. I certainly haven't seen any of our peers driving that kind of growth in top-line revenue. And I think mostly our peers, our competitors are attempting to break the zero line. So I'm very pleased with the differentiation of what we're doing and how we’re driving it all the way to cash, but maybe Mike and Braxton can talk both about ARPU.

A lot of what we're seeing on these ARPU developments has to do with customers choosing to deepen their relationships with us. It's not just about the prices we offer, it's about customers seeing the value of what we offer and deciding to buy up our stack and that's important. We were able to beat consensus of ARPU this quarter, we were generally stable from a year ago, 1.2% or so. But what's happening is that people are taking advantage of, for example, our taxes and fees included, which is a terrific value and something that's contributing, for example, to our all-time record churn and so these things have business cases that unfold, but that's offset by customers deciding to move up from our legacy, simple choice offers into our fully unlimited T-Mobile ONE, customers buying more features from us like T-Mobile ONE Plus, which is a great add-on package and other things. So they're choosing proactively to deepen their relationships with us and partly that's because the experience they're having on our network, we’re attracting more prime consumers, more suburban families, people with more serious wireless needs and because the customers have more serious needs, they're buying up our stack.

Yeah. And let me just add a couple of things, when you really deep dive some of these ARPU changes and trajectory with the competitors, you've got to remember that they're doing it by screwing the customer. Administrative fees are a huge part of what's happening there and you're taking that out of the pockets of existing customers. You know our strategy has been that when we model all permutations of how we could manage the business and we're very balanced in the way that we do it, we can create a lot more terminal value by unlocking the scale benefits of the network that's in place and we're doing that with a generally stable ARPU, which has been down just slightly over the last two years. And that's a situation that we're going to do on a standalone basis and it gets really exciting the competition that we can bring with all of the network capacity with the new T-Mobile that will be formed in the future and that's our philosophy, that’s the way we run the business and we're here to create shareholder value.

The experience we've had, not just this quarter, but if you go back since we started the carrier moves, you go back to 2013, our customers have enjoyed a 12-fold increase in the data that they can use with about an 11% decline in price, but also a significant expansion in our EBITDA and EBITDA margin. That's the history. Our history with MetroPCS is even greater. Since we merged and acquired MetroPCS, we have twice as many customers, three times as many employees, we cover five times as many markets and MetroPCS customers have gotten greater than 10-fold the amount of data. And they've enjoyed in their various plans between 17% and 25% lower priced plans, and by the way, they use more data than the rest of our customer base. So when you click ahead to what we're talking about when coming together with Sprint and this significant expansion in available capacity that we're going to have, that's where you can clearly see competition will definitely go up, service offerings will expand and prices, customers will be the beneficiary of lower prices, while we'll be able to drive the profitability because of the significant decrease in cost structure. So that's our game plan in the past. We’ve proved it. It's our game plan going forward as well as into the new T-Mobile.

Our next question comes from Simon Flannery with Morgan Stanley.

I was wondering, John, if you could update us on Layer3 TV and I think Braxton, you talked about the adjacencies, but what do you see in the ability to take the on carrier model beyond your current offerings?

Mike, why don’t you start with, what you want, update on Layer3 TV and maybe we can segue into, not just through Layer3, but in you new T-Mobile, what we're thinking about and why it's critical for the industry and for the country?

Well, as we said, when we announced the acquisition of Layer3, this is a market that, if there ever was one that needs to be on carrier and we see a lot of opportunity. We’re doing a few things. Number one, we have our heads down, kind of quietly expanding what we have and as a test bed, while simultaneously developing the product that we intend to bring to market and you're going to see a lot of firsts in that product, because customers have a lot of needs. They're sick and tired of these outdated systems that the legacy cable companies have been bringing them with their outdated program guides and the technology island that your TV represents as opposed to your highly connected social media fueled life that you live in your mobile phones. So we're really excited about what we can do there. We continue to plan it for this year, during 2018, as our initial launch and our team's doing a fantastic job. What's really interesting and we went into Layer3 with the idea in the back of our heads of the new T-Mobile. What's really interesting is what component it could become when the 5G network of the new company starts to unfold, because this 5G network is a network where we intend to plunge into broadband, not just mobile connections like today, but in the in-home broadband, because this network has the depth and breadth of 5G that's simply unprecedented in the market. We see the opportunity to offer broadband during -- in huge swaths of the market, which will bring competition benefits to customers even those who don't choose us, but we think about 10 million will choose us over the first few years, because we'll be offering a better price broadband offering and by the way, an offering to parts of the market that have literally no competition today like half of Americans today have one or zero high speed broadband offers. That's crazy, it's the definition of uncompetitive. Once we do that, now, all of a sudden, the TV is even more interesting because you're offering the broadband and you can offer the TV on top of it. So that's a big piece of the future of the new T-Mobile. And I think one of the exciting -- there was a question previously about any learnings, since we announced the transaction. Amongst the things that I'm watching happening in the industry and various announcements is when you see what's happening in the cable industry for example and what broadband access is driving for their value and you realize the speeds that they're giving, what people haven't really connected to until recently is that with the new T-Mobile, by 2021, two-thirds of the country will have greater than 100 megabit speed, so if you think about in the context of broadband, by 2024, it will be 90%. And very importantly, in the underserved rural America segment, when you get out to 2024, we'll have 74% of them covered with greater than 10 megs, but with home CP and our in-broadband distribution opportunity that we see, you'll have 84% that can get greater than 25 megabits. Now, that's a big learning, because I don't think people have really thought through what's going to come with the network capabilities at the wireless players like us will bring and what its impact is going to be, on amongst other things, in home broadband where we expect to serve close to 10 million customers out by 2024 and 20% to 25% of them will be in rural America and these are the things that I don't think people have double clicked on yet with what happens when network speeds get to be 150, 450 megabits and certainly greater in hot areas.

And you can support several hundred gigs per customer in that environment?

That's right. Neville?

Yeah. So Bill’s question, few on millimeter wave or mid-band, not 2.5 gig is foundational future complement to skinny 600 megahertz. I think Mike Dano from Fierce had a question here too, which is along same lines, will you participate in the upcoming FCC millimeter wave spectrum auction. So real quick, I think we can claim and I don't think it would be disputed that we've been the most vocal company probably globally around the need for spectrum in all bands for 5G, be that low, mid or high. And so we've had a lot of passion about that in the regulatory environments with across the technical community and standardization. And today, obviously, everybody talks about 5G being used across mid, low and high bands. That's a different discussion than the one that was happening 12 to 18 months ago. So that's a good thing. We're very encouraged by the actions of the FCC on millimeter wave, their efforts and work on midband Spectrum, be that CBRS or the C-Band. There's timing challenges on especially on C-Band that's going to take maybe several years to realize, but millimeter wave auctions are planned for this year and into ’19. And yes, for sure, we have material interest in participating in those auctions and something that's of keen interest to us at T-Mobile. We obviously have to work through the process in like about transaction with -- pending transaction with Sprint with the FCC and we're currently doing that and we look forward to participating in the auctions later this year. I think from a mid band perspective, CBRS probably ‘19. And then when we look at C-Band and some of the other opportunities, it’s going to be into the next decade. But yeah, 5G across all bands, a key priority for us and will continue to be so.

Neville, I think the topic that you're covering is a great way, so going to the end, yes, we are interested -- we've made that very clear from the beginning. We have some processes that we have to work through with the FCC that we are clearly driving ahead and we have nothing to report, but our interest is high. I would also say never confuse our attacks on the millimeter wave strategy of our competitors with us not believing that there's a place for millimeter wave spectrum in the 5G portfolio of what you need to create. It's just not a standalone way to drive what this nation needs for coverage in 5G. And very importantly, what we've said is with the breadth and the depth that you can get with the new T-Mobile’s network of T-Mobile low band and Sprint’s 2.5, we can deliver something that is truly one of a kind in the world from a standpoint of 5G. And the millimeter wave component is something we're very interested in and we'll put it in the portfolio. We have some spectrum already that we’ll be deploying, but this nationwide deep, broad network is what this country needs and that's kind of not something you get purely by hot spots in three or four geographic locations, but good question and by the way along with millimeter wave, Neville has never met any spectrum yet on this planet that he wasn't interested in. So okay, operator.

We will take our next question from Jonathan Chaplin with New Street Research.

First one for Braxton Carter. You've taken the EBITDA guidance of twice, CapEx guidance hasn't changed and free cash flow guidance for 2019 is unchanged. What are you anticipating in 2019 in terms of, sort of a, is it a step-up in CapEx, working capital drag, or something else that would suggest free cash flow shouldn't be higher than where you've guided?

Yes. I just want to point out that you're going to be explaining why you have a meager 46% to 48% CAGR on three year free cash flow, which is something we should stop for a moment and just celebrate before.

Jonathan, great question, but we did actually change our guidance relating to the cash CapEx and what we signaled earlier is that we're going to be at the very high end of the guidance range on cash CapEx. And that's really a function of the tremendous success and you have probably seen some of the press releases that Neville and his team have had clearing up broadcaster spectrum. And even with that change being at the high end, there is no changes in the free cash flow guidance. You kind of know the way that we handle our guidance, we don't mess, we've never missed in five years and we outperform what we say we're going to do. When we look forward to ’19, what we've talked about publicly is we've got tremendous momentum, you know how we run our business, there will be a substantial step up in the EBITDA, we will provide guidance for ’19 in connection with the year-end call. Cash CapEx, when you look at the trend over the last couple of years, they have been inching up a couple of hundred million a year, which is really a reflection of a success based investment model. And were highly confident that we're going to meet or over achieve the numbers that we get out here and that's what gets me really excited as CFO because we all know the path to value creation is ultimately the generation of significantly ramping cash flows and the thesis is very, very much in place for T-Mobile.

Can I follow-up with a quick one for John and maybe for Mike. We've seen a huge surge in industry net adds in what I would think of as a pretty saturated market, any thoughts as to what could be driving it.

A couple of things. One thing Jonathan is you're seeing some softening in the prepaid subsector and that's not necessarily all in one quarter, it's a trend over the past six months, it was strong in some cases this quarter, driven by prepaid other, other than phone devices, but there's been a transference of trend over the past years, so -- and that's partly due to the economy. So what's happening is more people are qualifying for postpaid than they were a year or two ago and when you can qualify for postpaid, a lot of people take it because they want these device financing deals that they're now qualifying for. So I think that's been a healthy trend for the industry and it's at least in part driven by the economy. Before we go to the next question, I would note that in the past ten minutes, Walt Piecyk has submitted approximately 25 questions. 18 or 20 of them are highly inappropriate, will not be discussed. But just to tell you a couple things, Walt, yes, we do know what the next carrier move is and we're not just crowdsourcing it over the next two weeks, however, if you have any ideas and we see them, it doesn't mean we can't do more than one. There was also a question, I assume was tongue in cheek, which is, will you coordinate bids would Sprint in the 5G millimeter wave auction, which is, we're going for the right to be able to participate in the auction, but it's unsaid, it doesn't need to be said that it would be inappropriate and not something we would be able to ever think of doing to coordinate bid. So I'm sure you were just poking fun there, but hope those are two of your 25 questions, but feel free to keep typing them in. They’re somewhat humorous, if not to me, the others that are watching. Operator next question?

We will take our next question from Phil Cusick with JP Morgan.

Maybe for Mike, can you talk about the performance in the new geographies you’ve launched in the last few years, I know they've come in sort of cohorts, but where are we in terms of markets that are launched and with what distribution and where does that go in the next couple of years?

Yeah. So a couple of things. One is, we've seen the overall retail footprint grow just in line with the predictions we gave you a couple of years ago. We had said when we were addressing about 230 million Americans, we'd see it hit about 260 million Americans addressed by our retail fleet and that's what we've accomplished. That in a little more. And back to John's point, a big piece of what I think you count on this management team to do is to look ahead a couple of years and see that potential headwinds and take actions to make sure that that they become positive tailwinds and our retail expansion and geographic expansion has been a great example of that. What we're seeing is what we predicted for you we would see, which is there's been particularly in Greenfield markets a pent up demand for T-Mobile. We've got markets where we have entered and gone immediately into share affording leadership, that's a great sign for us. So our retail fleet has been highly productive. As a result, we're going to concentrate any additional expansion into Greenfield areas, smaller towns, rural areas, we're also expanding our fleet of retail like trucks because that's a great way to address some smaller towns. So we've been emboldened by the results. I'll tell you that on the flip side of it, in some of the urban areas, we've also found that we've got the right penetration now, that we don't need more retail penetration in urban markets and that's an important learning for us as well. But generally speaking, what we predicted for you when we launched this retail expansion and last year in ’17 became America's fastest growing retailer is paying out just like we predicted for you that it would.

Can you talk about penetration in those markets versus your sort of top 200 million POPs penetration?

Not really. Some of these markets by the way are very small, but in some cases, where we’re brand new never existed before in just two or three quarters, we're seeing mid-single digit penetrations. That's nice to see. But again, it's -- the results, your results may vary because all these markets are quite different.

So I think, you're onto a really important piece of the confidence that we have that there is tremendous future growth opportunity. With this geographical expansion across the US and even when we combine with Sprint, we just take that up on steroids and the other growth adjacency that Mike was talking about earlier that gives us extreme confidence from multiple years of high growth is what we're seeing in the business channel. We're still tremendously under indexed but have incredible momentum going in that channel. And Mike threw up some of those stats earlier, we're just really excited about these two areas.

Maybe if I can follow-up, the increase in postpaid ad guidance was pretty nice to see, but it implies a pretty big slowdown in the back half, is there anything happening in either tablets or watches that we should look for a headwind or is this just typical conservatism.

You know how we do the guidance. I think Bill Ho actually asked the question earlier, this is the fourth or fifth year where you've increased your growth guidance every quarter. I think it’s the fifth year. We take it up as we execute throughout the year and we see nothing that's really going to stop the trend. So, no change really in the way that we're providing guidance to the marketplace and we're really optimistic for the back half of the year.

Maybe a little conservative, but one of the reasons we do this is because the back half of the year contains, in some sense, a higher degree of uncertainty every year and that's because some of the big phone launches happen during that time and it's hard to predict competitive moves. I will say the last couple of years, we've seen -- we haven't been really surprised by what we've seen from our competitors in those big phone launches. So, we will have to see how the year plays out, but we're feeling very confident.

But, I think it's important as we said in the commentary coming off a record Q2, our guidance change is intended to show that we feel very good about the rest of the year.

And finally, I think you asked about tablets. We never really played the tablet game to generate growth. We've consistently done 200,000, 300,000 give or take. We've never really pushed that button to juice it up and I think that strategy played out well when you look at what's really happened in the tablet space, being connected with all the other carriers who did actually play that game pretty heavily.

Okay. Phil, you’re on the verge of asking as many questions as Walt, so we're going to go to the next question, operator.

We’ll take our next question from Craig Moffett with Moffett Nathanson.

A question for Neville I guess. In the public interest statement, Sprint obviously revealed a lot of struggles, putting its 2.5 gigahertz spectrum to work. I’m wondering what's different about what you can do other than just having more financial resources to put to work to densify that network, are there things that as you look back Sprint could have done differently that you think make the 2.5 spectrum seem so important to the combined entity strategy or if you can just talk about that a bit.

If you think back to T-Mobile’s history and even more recently with the combination with MetroPCS, we’ve built the most dense network in the United States hands down. I think others have talked about densifying away from their initial low band footprints. AT&T and Verizon continue that struggle and battle. Sprint has done less densification some, but when you look at network status today, and you look at who has the most dense network in the US, macro, small cell, it's T-Mobile. And so what we can do with this transaction is take that to the next level. And we would obviously combine key sites and add to the T-Mobile network with Sprint sites in key areas for coverage and primarily capacity, but put down a network that will be incredibly difficult for others to match and it's going to be very, very well suited to 2.5 gigahertz. So this is round peg square hole story. I mean even today our network is more suited for 2.5 gig deployment than anybody else's because of its metro density. And so when you think about a combined T-Mobile and Sprint, the incremental density, capability and you put a 2.5 layer on that, it's going to perform incredibly well along the lines of John and Mike’s statements about what we can offer the capacity that we can generate, it's pretty mind blowing and very exciting when you think about the capability, when you finally put the right spectrum assets together with the right network architecture that T-Mobile has.

Sorry, just to follow-on for a second, can you just talk about the indoor propagation issues, is that densification that you’re talking about sufficient to solve the indoor propagation problems that Sprint has had with the Spectrum.

Yes. It certainly helps. And even today, I mean, if you deploy 2.5 on our dense networking key urban areas, then, you'd see pretty strong performance, but it's important again. We’ve mentioned earlier on the call, you need low band and you need low band to get deep into those building costs, you need a good strong mid band layer and mid band in 5G includes 2.5 gigahertz, the spectrum band that Sprint has the most of. And so yes, I mean, the whole plan here and if you think about the statements Mike made about broadband and what we can do, the intent here is to lay down a layer of flawless capability for not just macro one on street, but also to penetrate the home and the 2.5 gigahertz spectrum with the right network architecture and layout can absolutely help us achieve that.

I just want to say that the teams over -- under on the timing of your answer was 12 to 15 minutes and you exceeded that. With respects to continuing to lower churn numbers, does T-Mobile have new initiatives that could add on to this or is the plan to continue customer -- current customer loyalty techniques? We haven't talked much about churn. Kyle, thanks for the question. I’ll tell you what. Our teams should just feel so proud today that we've bust through this 1.0 barrier for the first time ever and delivered 0.95% churn and it really shows the two things are working incredibly well for this business. Number one, Americans are finally realizing that our network has caught up and beaten Verizon's and AT&T’s. There may be some coverage differences around the margins in a couple of square miles in the rural areas, but where we all live and work, our network is the best bar none and Americans are finally figuring that out mostly through word of mouth, which gets to the second piece, which is that our brand is firing on all cylinders. We're experiencing the highest net promoter scores right now in the history of this industry and that means that people are telling other people about T-Mobile and those two things are working together bring more customers to us and drive our churn down. And to your question Kyle, yeah, that's something we think is sustainable and it will only be taken to the next level when we come together and create the new T-Mobile but that that element of an ever improving network and an ever improving brand is core to who we are.

The next questions comes from Amy Yong with Macquarie.

I guess just following up on your comment on broadband, maybe if you could elaborate a little bit more on your fixed wireless strategy, timing, market size, Verizon is obviously talking about a 30 million market opportunity, but being very selective on which cities they're going after, can you talk about how yours might compare with Verizons? And then I know you addressed cable competition in your comment, but maybe some early thoughts on charter and Comcast’s price point and strategy thus far.

Yeah. A couple of things. Amy, I mean I think, our competition is talking about it as a way of justifying, getting going with millimeter wave, because they're kind of quickly realizing that millimeter wave, as John was saying, as a standalone 5G mobility strategy really isn't a strategy and so they're pivoting now their story to fixed wireless in the homes. So that's what they're doing, what we're doing is building a broad and deep 5G network that's a combination of spectrum, low, mid and high and that allows us to address big sections of the country with the new T-Mobile and bring broadband. And as John said, we will be in a place in just three years into this where 62% of the country, two-thirds of the country have one 100 megabits per second service or better and that's going to allow us to support about 10 million customers that use home broadband type capacities like a half a terabyte a month types of capacities and so we're going after this market, we're not going to get into right now what markets are where, but we're going to bring a level of competition to this market that's very serious and that the industry has not seen and it's a market that needs competition very badly.

I just add in real quick. I mean, the Verizon number on 30 million is always fascinating to me, 30 million homes passed on a millimeter wave product. That’s one mighty task, but go at it guys.

Okay. I think we have time for one more question, which I hesitate to go to the phone on because I’m looking ahead, but operator let's take the next question.

We’ll take our next question from Walt Piecyk with BTIG.

John, I actually wasn't joking about those coordination. I think actually if you disclose it to the FCC ahead of time, you're allowed to do it, but presumably that's not the plan for any of these upcoming auctions right.

That’s not planned.

Got it. Can you give us a sense, I mean, upgrade rates are or were down for you guys and for all your peers, can you give us a sense of when you look at the age product in your base, what you think is going to happen as we exit 2018 and whether this might be a year that promotions invert back up by you or some of your competitors.

A couple of things. One is, it's not just about promotions, it's also about what you get in the new devices and one thing you've heard from us Walt over and over is talk about the importance of the 600 megahertz layer in our network, well, because of that, we're going to see it really important that customers adopt 600 megahertz compatible phones. And so, you may see us getting behind phones in a big way that have that technology because we're obsessed with customer experience and we know with how fast Neville’s going, rolling out this network, 950 cities so far in 33 states already being touched by 600 megahertz, we need to get handsets in people's hands. And so you're going to see us pursuing a strategy that's pro upgrade, especially when it's an upgrade that will get you onto a 600 megahertz compatible phone.

Got it. And then Mike, you haven't grown postpaid phone net adds for a while, so this is the first time in six quarters. Is this the inflection point that we've been looking for in terms of the low band investments and the store investments that you've made resonating with these very low penetrated markets that you’ve talked about in the past, whether it's sub-urb enterprise, whatever it is, which of these areas do you think are inflecting or is this just, hey, you had a good quarter, it might slow down in the second half of the year and we’re still waiting for that kind of a big kick in where you take the Verizon subs and mass going forward.

I mean as John said, this is -- what you're seeing is a demonstration that the investments we've been telling you about are starting to pay off. And if anybody had any question about whether this business was slowing down, this quarter is the latest stance. Our postpaid phone net adds are equal to if you took every other player in the market, including the number two player Comcast and added them all up and then double it. That's how many postpaid phone net adds we delivered in the quarter and it's a demonstration that the strategy is working, geographic expansion, business expansion, segment expansion, suburban fringe expansion, going after different groupings of customers that have always been under penetrated into our base and it's working, so we're really proud of the results and as you can tell, it's not just driven by us taking share with 2.0 porting ratios for AT&T and Verizon, but it's also driven by having the lowest postpaid phones sharing in the history of our company and we think that's sustainable. That's driven by our network and it's driven by the brand and those things are both very, very strong and getting stronger.

Last time you got over 2.0 was when Verizon launched unlimited, so I guess we’ll see what the competitive response is if any.

Right. I think the word of the day at school today must have been inflection point, but I don't think that we've been very consistent over many, many quarters. We feel very strong it. All right. Well, you’re always welcome on this call.

So hey, we want to thank everybody for taking their time on this 1 day of August. We’re really excited about what's coming up in the second half of the year and we'll talk to you next quarter. Thank you. Operator?

Ladies and gentlemen, this concludes the T-Mobile US Second quarter 2018 earnings call. If you have any further questions, you may contact the Investor Relations or media department. Thank you for your participation. You may now disconnect and have a pleasant day.