Earnings Labs

T-Mobile US, Inc. (TMUS)

Q2 2016 Earnings Call· Wed, Jul 27, 2016

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Transcript

Operator

Operator

Good morning, and welcome to the T-Mobile US Second Quarter 2016 Earnings Call. Following opening remarks, the earnings call will be open for questions via the conference line, Tweeter, Facebook, or text message. 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.

Nils Paellmann - Vice President IR and Head of Investor Relations

Management

Thank you. Good morning. Welcome to our second quarter 2016 earnings call. With me today are John Legere, our President and CEO; Braxton Carter, our CFO; and other members of the senior leadership team. Just read the disclaimer. During this call, we will make projections and statements about the future performance of the company, which are based on current expectations and assumptions. Our Form 10-K includes risk factors that could cause our actual results to differ materially from the forward-looking statements. Reconciliations between GAAP and the non-GAAP results we discuss on this call can be found on the Investor Relations page of our Website. With this, let me now turn it over to John Legere. John J. Legere - President, Chief Executive Officer & Director: Okay. Good morning. I know that I'm happy to see that the warning and disclaimer has yet to be updated (1:35 – 1:39). I wanted to say good morning to everybody and thank you for joining us. T-Mobile second quarter 2016 Un-carrier earnings call is an open Twitter conference as well and we're coming to you live from Bellevue. And you know, I'd like to make this more about answering your questions rather than scripts. So, after a few opening comments, we're going to keep it open for up to 90 minutes and take as many questions from Twitter, Facebook and the phone as we can. As usual, there's a live stream up right now on YouTube. So, if you want to watch how the soup is made in the kitchen as fascinating as that may be, (02:11 – 02:16). So, let's talk about Q2. And obviously, we're in a good mood and I'm very proud of our team who delivered an outstanding quarter on all metrics and turned in another quarter of really blockbuster…

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. Thanks, John. And it's so exciting to be here for another quarter of solid execution. Let me give a quick snapshot of our strong financial results and an update of our 2016 guidance. Let's start with the financial results for the second quarter. Our customer growth is translating into a very strong financial growth as we once again deliver the industry leading metrics. Service revenues grew by 12%, and adjusted EBITDA came in at $2.5 billion in the second quarter, up 36% year-over-year. The adjusted EBITDA margin expanded from 30% to 36% year-over-year. This compares with 32% in the first quarter, if you exclude the large spectrum of gain that we recorded in the first quarter. Adjusted free cash flow improved year-over-year from $73 million to $485 million. Net cash from operating activities increased by 52% and benefited from a cash inflow of $0.4 billion in connection with the sale of EIP receivables. The increase in net cash from operating activities was partially offset by higher cash CapEx, which increased by 13% year-over-year. Cash CapEx was more front-end-loaded this year due to our very aggressive rollout of the 700 megahertz A-Block, which is bringing a lot of goodness as you're seeing in our customer retention or churn metrics. This is just the timing issue which we will normalize in the course of the year. Compared to the first quarter, working capital benefited even further from a reduced take rates for leasing, which amounted to just 3% of total devices sold or leased in the second quarter as we told you at the beginning of the year. We continue to expect a significant improvement in free cash flow for this year especially with the front-end loading of cash CapEx, the free cash flow story is going to get very exciting…

Operator

Operator

Thank you. Our first question comes from John Hodulik with UBS.

John Christopher Hodulik - UBS Securities LLC

Analyst

Okay. Thanks. Two quick ones if I could. First of all, you gave us some good stats around for T-Mobile Tuesdays. Is there any way you can tease out the benefits you might have seen in terms of churn and the cost that may have gone along with that initiative? And then, Braxton, in the past, you've talked about a margin target of 34% to 36%. You're at, call it, 36% or so now. Obviously, there's some leasing in there. But, I mean, as you guys see leverage in the business, can you – do you have sort of line of sight to sort of 40%-plus margin sort of longer term? Is that something we could expect? Thanks. John J. Legere - President, Chief Executive Officer & Director: Okay. Let's move around. Mike, make sure your mic's on. I'll let Mike talk about the phenomenon where we learned that Americans love their pizza much to the detriment of those that don't have enough dough on Tuesday. But maybe you can talk about this ongoing phenomenon with the – and by the way, I'll just say coming in, you never know when you launched these things which thing is going to strike the nerve of a whole nation. And I would say we've had 6.6 billion social media impressions associated with this and a phenomenal amount of media stories and reach that actually matches or exceeds most Un-carrier moves or Super Bowl advertising. So, when you think of some of those statistics, not only is the phenomenon so far as Mike will describe critical to our relationship with our customers, but it's got legs in a very, very big way. So, Mike, do you want to talk? And then we'll go to Braxton.

G. Michael Sievert - Chief Operating Officer

Analyst

Yeah, John. It's kind of amazing what's happened here. I mean, some people were asking whether or not we were running out of ideas on Un-carrier moves. And I think the results around Un-carrier 11 show that that's an emphatic no. As John said, this has just been – this has captured the imagination of Americans. This was the most talked about Un-carrier move we've ever done and also the most covered in the media with 56 million broadcast impressions. As John said, 6.6 billion social impressions from conversations, 3,600 new stories. That app hit number one in the App Store multiple days over a two-week period, and number one in the App Store isn't like a categorical thing, number one in our category. That means like number five is Facebook, number four is Instagram, number two is Snapchat. The number one app in America for many days of the launch sequence over two weeks was T-Mobile Tuesdays. John J. Legere - President, Chief Executive Officer & Director: But don't remember number 793 was Go90.

G. Michael Sievert - Chief Operating Officer

Analyst

That's true. Yeah. Over the last week, the number one app was Pokemon, the number two app was Pokemon related, and the number three app was T-Mobile Tuesdays in America. So, it continues. We're not going to be able to unpack for you the business results sort of line-by-line. But remember, we had a record low churn in Q2. And as John said, we're off to an amazing start in Q3 with more postpaid phone nets than anyone in the industry did in the entire quarter of Q2. And what we've tapped in here, what we like to do with Un-carrier moves is tap into a sentiment, tap into a pain point, a preexisting belief. And in this case, it's the idea that there's a big difference between a loyalty program and a thank you program. Loyalty programs are something that companies do to say you the customer should comply with what we as a company want. You should do things for us. And what we'll do as a company is we'll track you. We'll keep track of how compliant you are in the form of points or something and one day someday, we'll give you something. Whereas a thank you program just says thank you. Not once. Not down the road, but every single week. And people love it. They love the phenomenon. So stay tuned for even more results down the road. John J. Legere - President, Chief Executive Officer & Director: And let's switch to Braxton, but a footnote. This is where – there's a couple of things that are important to me when we announce earnings. There's a lot of focus on short-term metrics, but also, not enough on the real qualitative investments that are going on into creating the business in a sustainable way. There's also a weird comparison all the time still about what are the price of the four carriers. And I think what you've got to do now is you have to realize that the things that come with being a T-Mobile customer, whether it's Music Freedom and free music streaming or BingeOn that now has a hundred providers participating. T-Mobile Tuesday, every Tuesday having value that's delivered contact-free international data roaming, including high-speed data in Europe for the summer, the things like we just did for our customers going to the Olympic Games. These are embedded in the basic pricing for T-Mobile, so it makes the comparison very, very important, that's why we spent so much time on this. Braxton, do you want to talk about the margin?

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. Good morning, John, and really good questions. I'll put one final answer on your cost question on Un-carrier 11. Of all the Un-carrier moves, this was actually very, very ranked at the bottom of total cost investment, fully embedded in our actual results and fully embedded in the guidance that we put out. And you got to remember, there's a lot of innovation, and we're partnering with other companies to the benefit of other companies in what we're doing with Un-carrier 11. So it's actually quite affordable. On your margin question, I think you very accurately pointed out we're already at the top end of our EBITDA margin guidance that we have reiterated multiple times, which definitely tells you, as we continue to scale, the opportunity is to significantly grow our margins past the 36% range. And the other thing that we need to take into account is, remember, we had over 100% of the growth in postpaid voice phone in the second quarter, almost 200% in the first quarter. We're growing significantly, and that has significantly impacted our margins. We have a lot of momentum. We have a lot of growth ahead of us, but we're achieving this margin expansion, while being the fastest-growing and truly in certain categories, the only growing wireless carrier in America. John J. Legere - President, Chief Executive Officer & Director: Okay. I think I'm going to jump – John, are you done?

John Christopher Hodulik - UBS Securities LLC

Analyst

Yes, all set. Thank you. John J. Legere - President, Chief Executive Officer & Director: Okay.

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Thanks, John. John J. Legere - President, Chief Executive Officer & Director: Let's take the next question on the phone, and then I'm going to – if it's not this topic, I'm going to jump back because there's a tremendous amount questions, Roger and Walt and a number of others, about porting. And I'd be glad to hit that and make sure that we're setting the right tone on that. But let's take the question from – the next one from Simon.

Operator

Operator

And we'll next hear from Simon Flannery with Morgan Stanley. Simon Flannery - Morgan Stanley & Co. LLC: Great. Thanks a lot. I think you said Neville was there. It'd be great to get an update on the network. In particular, talk about the CapEx trending through the year and how that relates to rolling out the 700 megahertz, getting Chicago deployed. And then I think, John, you touched on small cells and get – adding capacity to the network. It'd be great to get Neville's perspective on how you see the sort of economics of small cells and the ability to add capacity at an effective – cost-effective manner. John J. Legere - President, Chief Executive Officer & Director: Okay. Neville? Neville R. Ray - Chief Technology Officer & Executive VP: Yes. Thanks, Simon. Thanks for the question. So, obviously, we're delighted with the progress that we're making on our LTE rollout. John touched on key stats there. The 311 million covered POPs with LTE is pretty remarkable when you look back at where we were a year or two years ago, so continued tremendous progress on that front. The low-band rollout is also well ahead of our schedule. Braxton referenced in his comments at the beginning of the call that, that count somewhat front-loaded our CapEx in the first half of the year. We're at over 200 million people now covered with our low-band spectrum. And it's very clear when you look at our customer results, record-breaking churn levels now, our lowest levels ever in the company's history, that the impact of that low-band spectrum is truly starting to take effect for the company. So great progress on many, many fronts on the LTE rollout. Couldn't be happier with the progress we're making. We have a lot more…

Operator

Operator

And our next question comes from Phil Cusick with JPMorgan.

Philip A. Cusick - JPMorgan Securities LLC

Analyst · JPMorgan.

So, with nothing better to do, let's go to Phil. Thank you. Thanks, John. I wonder – no, that's a win. I wonder, John, if you can talk about your competitors' vertical integration strategy. It seems like T and Verizon are doing more and more outside of just wireless. Is this increasingly necessary for you over the next few years? And what about the guys sitting in the cable footprint, do you think they need to do more in wireless as well? Thanks. John J. Legere - President, Chief Executive Officer & Director: Okay. Well, let's bounce around with that, right? I think amongst the things that are important to note is Verizon has now spent over $10 billion in their fussing around. And there's a couple of pieces to this strategy and I think both of their strategies. Pretty clearly, they are trying to create new revenue streams and new businesses, and they're not successfully migrating their way from the bank of their business, which is their wireless business. The facet of buying content and having preferential access to content as a way to solidify a relationship with a group of customers, I just don't – I don't think that's the strategy. It's clearly not the strategy for us. What we try to do is we try to partner with innovative players that have established bases of customers who want to view their content and provide the capability through our various offers to allow those to coexist. And the benefit of that is as those players emerge and fall, so do our relationships and our ability to drive that. So I think at the surface level, it's an old school, and each of the endeavors that both AT&T and Verizon have tried in these areas have failed miserably. I…

Philip A. Cusick - JPMorgan Securities LLC

Analyst · JPMorgan.

If I can follow up. Neville, there's been the FCC approved the cable – or excuse me, the 5G spectrum bands. How does that make you think about the world in terms of densification and maybe working with cable? Neville R. Ray - Chief Technology Officer & Executive VP: Yes. I mean, obviously, we're – we applaud the FCC's efforts to move forward on 5G spectrum sources for the industry. It's key. And Chairman Wheeler and the team have done a great job of pushing forward here at a great pace and well ahead many other places in the world. So that's good to see. And clearly for us, I mean, one of the bands that they've – they're slating for 5G users is a spectrum band where we already own spectrum unlike most of our competitors who are begging, stealing or borrowing. We actually do own a chunk of – and a sizable chunk of 28 gigahertz. So, some good alignment pieces there. But to your question, Phil, I mean, I think for me, jury is still out on what's going to happen on the 5G story. We could talk about this for the next 30 minutes, but I'll avoid it. I'll try and do it in a couple. It's clear that Verizon has attempted to take a leadership position on 5G and got way out in front of their feet (44:45) if you go back six, nine months ago. It's very, very clear that we aren't going to be at the Super Bowl next year with 5G phones doing wonderful things that Lowell talked about a couple of quarters back. We are going to have to be patient for mobility solutions in the 5G space. And by patient, I mean, it's 19 and 20. I'm just back from…

Operator

Operator

Next, we'll hear from Brett Feldman with Goldman Sachs. Brett Feldman - Goldman Sachs & Co.: Thanks for taking the question. And I want to talk a bit about some of the network expansion or the distribution expansion that you're planning. How do you decide which markets makes sense to bring the T-Mobile brand into? I would imagine these are obviously markets where you've deployed 700 megahertz A-Block. Do you also deploy any mid-bands in order to make sure you have sufficient spectrum in that market or do you spend it afterwards? How do we think about SG&A levels as you prepared to build out and enter these markets? And then just your historical experience when you put up the T-Mobile sign in a place you haven't been before, how quickly can you ramp penetration? John J. Legere - President, Chief Executive Officer & Director: I'll let Mike cover these. But the footnote going in is the exciting possibility of how much extra expansion in our retail that we can have based upon the networks. So, we've already talked about the 30 million to 40 million extra people that we can reach with the 400 stores that we will deploy. And this is Magenta. We're not talking about Metro which is an entirely different reach story. And we're also – I'm going to ask Mike, when he gives his answer to it, double-click not just on the 30 million to 40 million new people we're going to get by 2017, but what we're doing to increase the penetration where we already are and what that kind of looks like in the opportunity spectrum. Mike?

G. Michael Sievert - Chief Operating Officer

Analyst

Yeah. Brett, it's kind of an interesting question when you think about all this expansion potential that we have. In the context of the fact that we, for 10 quarters in a row, have been leading the industry in postpaid phone growth while only competing in about two-thirds of the country and in about two-thirds of the segment. So, think about it this way. As John said, we've been – we have our full mix with distribution and full network in about 230 million POPs. And as we've been saying, we see an opportunity to add 30 million to 40 million to that by the middle of next year and we're well on track for that. Secondly, from a segment standpoint, we're underpenetrated both with prime consumer suburban families as well as with businesses, including large enterprises and small businesses. And these are areas where again we've been kicking everybody's ass on growth without normative penetrations in those segments. And so, those are big growth areas for us as well. We pick the markets pretty simply. I mean we're – as you know, we're rapidly rolling out network and we go into the places where our network is newly strong and where distribution needs to be there to take advantage of it. And as John was saying, that's not just new cities and greenfield areas, that's also dense of places where we have densified or extended out into the suburbs and in the hinterland. So, it could be areas where we've added infill, it could be areas out in the suburbs or it could be greenfield markets. So, that's a mix of those in our distribution expansion. About 400 stores this year, and we're on track for that. Above 1,000 MetroPCS stores, something we don't talk about as much as…

Operator

Operator

And, Ric Prentiss, with Raymond James, your line has been opened. Ric H. Prentiss - Raymond James & Associates, Inc.: Yeah. Thanks. Morning, guys.

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Morning, Ric. John J. Legere - President, Chief Executive Officer & Director: Morning, Ric. Ric H. Prentiss - Raymond James & Associates, Inc.: Hey. A question. You mentioned distribution partners. I want to circle back to Braxton, something you talked about where you're going to sell some of your customers to a current MVNO partner. Walk us through a little bit about what triggered this. Why are you selling them? What do you guys get? And I would expect there's some changes not just on churn but how revenue and EBITDA may be play out on as well. So, it seems like an interesting item that you're doing.

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. Let's have Mike start with that and then I'll be happy to finish off.

G. Michael Sievert - Chief Operating Officer

Analyst

Yeah, Ric, as most people are aware for a long time now, for many years, our postpaid business has been comprised of our branded T-Mobile business as well as a co-brand called Walmart Family Mobile. And we have taken a decision to transact with one of our wholesale partners to have them takeover the sales and distribution of Walmart Family Mobile for a variety of reasons. To help us streamline our operation, and we think they're in a great position to be able to more effectively grow that business and we retain the network side of the value chain on that. It's a great transaction. It's not closed. And so, there's work still left to be done. But we felt like it was important enough we needed to go ahead and disclose it to you today since we've signed the agreement with that partner. And what it does, and one thing that it does with that disclosure is it causes us to show you how the underlying T-Mobile business, which is the vast majority of our postpaid business, all but 1.4 million of our subscribers, is performing. And what's interesting is this last quarter, had that been the postpaid business as it would be prospectively, our postpaid churn on the T-Mobile brand was 1.09% completely flat with AT&T consumer churn, just for a point of comparison. That really shows the amazing progress that this business has made with its brand, with its customer service, but most importantly with its network. Going forward, presuming that the business closes, as we expect, we would be reporting our postpaid business with only the T-Mobile brand that you would see comparisons going forward that build off of this quarter. Now, that 1.4 million subscribers is generally stable. It has not been a contributor to our growth in a long time. It's not declining substantially. It's a stable business that's been out there that's been contributing to our results and that we think we can get better financials out of going forward in the hands – with marketing and distribution point at least in the hands of one of our wholesale partners. John J. Legere - President, Chief Executive Officer & Director: Anything else to add, Braxton?

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. No, I think that was a great recap. And I think – the only thing I would add is that is our only co-branded partner that was embedded or currently embedded in our postpaid number. So, this is completely a one-off. From a EBITDA standpoint, it's fairly neutral, but certainly the ARPUs on Walmart Family and the underlying demographics are very differ from the rest of the T-Mobile base. And I think that one thing that's going to be exciting to seeing true T-Mobile branded postpaid results going forward. And it is best-in-class. Ric H. Prentiss - Raymond James & Associates, Inc.: Great. Yeah, we've been hearing that Walmart might reduce the number of people they were carrying in the store. So, probably it also locks you in that way you have a better shot at keeping the shelf space. John J. Legere - President, Chief Executive Officer & Director: Okay. Let's jump around. I did want to note, I love the social interaction here. And I'm going to read the tweet from Aaron Pressman that says he's impressed that I'm reading Walt's tweet. I'm going to point out, Aaron, because I'm a fan of your writing as well. There is a Walt Piecyk question here coming here in Twitter that I am going to take. And it says, have you talked to Comcast about selling prepaid TV at MetroPCS stores? And what I'm going to tell you, Walt, is we have absolutely no interest in using our MetroPCS store in that fashion and I'm sure it's a roundabout way of – I guess the Boost stores had to do something. But, in general, again, my feelings about where the industry are going on a substantive basis stand. And, from a standpoint of dating or showing any leg, I'm not interested. And in my case, unlike Verizon, I would say the last two letters in MVNO are no. So, just, the answer – there were some people that wrote and said, it's interesting that the people talking about consolidation the most, and T-Mobile are the only ones that haven't been invited to the party. And if you think that's true, then I have some land to sell you. T-Mobile is an extremely powerful brand, and coveted highly. But opening up our stores to sell some unproven prepaid TV product, that's not integrated at all, is not part of what we plan to do with our brand or with our stores. But all the power to you over there if you got excess capacity. Okay. Let's go back to the phones.

Operator

Operator

And our next question comes from Jonathan Chaplin with New Street Research.

Jonathan Chaplin - New Street Research LLP

Analyst · New Street Research.

Thanks. Two quick ones for Braxton. So, Braxton, there's been quite a meaningful working capital drag in the first half of the year, it's – you said that the trends in the second half of the year would look a lot better, just want to sort of make sure we're still on track for what we were expecting previously. So, if I look at the midpoint of EBITDA and CapEx guidance and takeout where you are in interest expense, it looks like we're at about sort of $2 billion to $2.5 billion in free cash flow, but for whatever the drag is in working capital, should working capital be more or less neutral for the full year this year? And then my second question is, I know you don't really want to talk about this now, but as we sort of look ahead to 2017, you'll end the year below your leverage threshold. And it seems like we're getting into the zone where capital returns should come on to the table, I know that capital returns or decisions that have to be taken by the board. But is there any reason why you wouldn't keep this business level at three times or more, given the operating trends that you have? Thanks.

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. Sure. Thanks, Jonathan. Great questions. Yeah, I think the whole free cash flow story is one the things that we actually get the most excited about here at T-Mobile when we look at future projections. And I think it's informative to look at the differences in the first half of this year versus the first half of the prior year. And even though we're showing very substantial growth in our free cash flow, that's in the context for the first six months of this year, that we've spent $500 million more in CapEx on a fairly flat CapEx budget from 2015 to 2016. So, it's a much more front-loaded in 2016 than it was in 2015. And we're doing that because the goodness of rapidly rolling out the 700 megahertz and it all it does for us from a lift, from an expansion, and from a retention standpoint is key. The second thing if you really teased the numbers out, when you look at the net payables for the first six months of 2016 versus the first six months of 2015, there was an incremental $300 million-plus reduction in payables over the prior year. And that's coming out of a strategy of really trying to optimize every part of the financial equation. And we're in a position where we have entered into new agreements with early pay discounts and trying to take full advantage of those early pay discounts. It falls right to the bottom line. And that's a really shift in strategy that we've had over the last year. Those two items alone are organically $800 million more in working capital generation in 2016 versus what we did in 2015. We're investing it in those types of initiatives. But I think what gets really exciting is, yeah, the…

Operator

Operator

Next, we'll hear from Mike McCormack with Jefferies.

Mike L. McCormack - Jefferies LLC

Analyst

Hey, guys, thanks. Braxton, maybe just a quick comment on ARPU. It seems like obviously Simple Choice penetration has gotten very high. Can we anticipate – as we progress to the back half of the year that we could see year-over-year growth in ARPU and what would be the drivers there? And then, secondly, I guess on the promos targeting families. Can you just dig a little bit deeper on what you're doing there and whether or not the 700 megahertz deployment is a big help there?

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. Let me start with that and we'll have Mike address the family plan component. For the second quarter in a row, adjusted for Data Stash, you've seen sequential growth in our ARPUs. Again, adjusted for Data Stash, it was up 0.8%. If you look at the balance of the industry and you look at the trajectory of ARPU, it's another way that where I think we're really differentiating. The strength comes with data attach as well as penetration of insurance on higher end iconic devices. Those are two of the strengths that we have and data attach being the most significant. And that's even in the context of Binge On, but remember to really participate in Binge On, you have to be at least on a 3-gig plan. So, a lot of what we do is very well thought through from an Un-carrier standpoint that encourages placement of the consumer in the appropriate bucket for their usage. But as data usage has gone up, you're seeing that progression in data attach. And that's been the strength and the underlying driver of what's causing the two quarters in a row in the sequential improvement in ARPU. Offsetting that are family plan promos. And the interesting thing about family plan promos, you're doing discounts on your additional lines in the family unit. But when you look at the overall NPV, you're sacrificing some ARPU but you're creating more value for your company, it has a better retention, lower overall SAC costs, so it's a trade-off well worth making. And you can look at our per subscriber metrics, consistent quarter-over-quarter on the number of lines per account has been significantly increasing which is showing the results of this emphasis on family plans, and that absolutely will continue. And that's when we talk about ARPU as we talk about general stability, certainly there's underlying strength there. But the family penetration especially when you look at the AT&T and Verizon base where over 80% of their customers are family plan units, that's very, very important for us. Let me hand it over to Mike to...

Mike L. McCormack - Jefferies LLC

Analyst

Hey, Braxton, I'm sorry. Before you jump, just on the churn data point there, if it's normalized this quarter for 1.09% presuming next quarter there's some seasonality, but 1.09% should be the jumping off point as we look at the forecasting?

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Well, remember that this transaction will not close and it has not closed now, and it will not close towards the later part of the third quarter. And it's not a retroactive. It will be a prospective. So, no, you would not get the full benefit of that transaction when it closes in the third quarter. You'll see run rate in the fourth quarter.

Mike L. McCormack - Jefferies LLC

Analyst

Okay.

G. Michael Sievert - Chief Operating Officer

Analyst

And the other thing on churn is that – and by the way, we're just – we're so delighted with what's going on on churn. 1.27% is an all-time record driven by the health of our brand, the progress of our network and certainly seasonality. In this case, there was no iconic phone launch in the quarter, and that brought everybody's churn down a little bit. But year-over-year, it was about 5 bps. And if you just look in the past years, we don't guide on churn, but if you look in the past year's churn, it has been a lot higher in the second half than in the first half. And so you got to keep that in mind as you look at the full picture. But we're seeing nice year-over-year progress here, and that's the important point. As Braxton said on these family plans, 2.64 lines per account is an all-time record for T-Mobile. So, we've been after families now for about two years. We really launched in at the beginning of 2014, so 2.5 years of progress. And we continue to update and change the way we're bringing value propositions to families. Our latest promotion is one we're really excited about, which is being able to provide the entire family with a smartphone included with your plan at no extra charge and smartphones are getting affordable enough that we can do this in a very cost-effective way and we found a way to provide that. And obviously the market is very excited about it. So – and we will stay focused on this market. And as Braxton said, data attach is growing and family plans are hitting an all-time high. Those generally offset each other to provide ARPU stability of the kind we've been talking about and telling you to expect.

Mike L. McCormack - Jefferies LLC

Analyst

And, Mike, just as it relates to the 700 megahertz, does that sort of driving the message home on network quality?

G. Michael Sievert - Chief Operating Officer

Analyst

Absolutely. And because at the end of the day, what people care about is coverage. We are the fastest network in the country. We have been for well over two years. But what they really care about is coverage. We've more than doubled our coverage in the last year and 700 megahertz is mostly gets the credit for that. And as you know, I mean that's something that is just an epic achievement of the company, now having 269 million POPs of licenses for extended range LTE and we're rapidly rolling out against that. So, still some potential... John J. Legere - President, Chief Executive Officer & Director: And, Mike, this is still – for us, not just the retail expansion, but for us the challenge and the opportunity is the same. We have a relatively small share player and our network is wildly ahead of the ingrain perceptions for the outdated experiences of customers. So, it's a very much still a game where we've got to get people to update their experiences including you. I mean, that's – you're next on the list.

Mike L. McCormack - Jefferies LLC

Analyst

John, you know I'm already there. John J. Legere - President, Chief Executive Officer & Director: Yeah. (1:14:41).

Mike L. McCormack - Jefferies LLC

Analyst

Thank you, guys. John J. Legere - President, Chief Executive Officer & Director: Okay, Mike. Thanks. Let's go to the next question. I think it's Craig Moffett who'll be fun. I've been sitting here reading stories about Craig and his assessment of everything that's happened and who's buying us and who's not buying us. So, let's open the mic to Craig and maybe we'll ask him some questions.

Operator

Operator

Next, we'll hear from Craig Moffett with MoffettNathanson, your line is open.

Craig Eder Moffett - MoffettNathanson LLC

Analyst

I'm game here. Go ahead and ask whatever you want. I was actually going to ask a network densification question if I could sort of take the bait on some of the things you've been talking about capital budgets across the sector. So, there's sort of two levels of network densification, I guess. There is network densification in the context of LTE that you and everybody else are sort of doing at a steady pace. But then there is a completely different order of magnitude of network densification for millimeter wave that others are talking about for fixed wireless broadband, you were pretty dismissive of that opportunity. But how do we think about that? Maybe for Neville first, how do we think about the kind of network densification that's going to be required for those kind of cell radii in 5G? And then maybe Braxton's perspective on the same question of how you would fund something like that. Neville R. Ray - Chief Technology Officer & Executive VP: Yeah. Let me run it, Craig. I mean I think the – if you look at densification today and what's being talked about, you have to come back to the spectrum that you own and the assets that you have. And unfortunately, for the Sprint folks, they are still trying to figure out how to deploy effectively 2.5 gig spectrum. It's a challenge of physics. It doesn't propagate that well. And so, they are having to adopt mass densification strategies. The rest of the competitive set, quite frankly, don't at this point in time. That's a big challenge for them. It's an even bigger challenge if you have no money to fund it. And so, they are in a tough spot. I give the network team credit. I mean they're working hard…

Craig Eder Moffett - MoffettNathanson LLC

Analyst

Okay. That's really helpful. And, John, by the way, since what I said is a little different than what's been reported with what I said. All I said is I wish people would stop focusing so much on M&A and start focusing on how well you guys are actually doing. John J. Legere - President, Chief Executive Officer & Director: And I read it that way as well. And so you know what we're talking about, there's a number of headlines. And I think what Craig said is, these guys were executing on the business and there's value and headlines were – M&A might will be off the table because there's so much momentum as opposed to we've had an incredible standalone strategy that's going extremely well. The world of consolidation is inevitable but it's not the path forward. I got it, Craig. I appreciate it very much. Okay. We got about eight or nine minutes but we got a pretty big queue here. So, let's click down some of these questions and let's try to be one quarter as voluminous as that great answer that Neville just gave on network. Operator?

Operator

Operator

Next in queue, we have Michael Rollins with Citi.

Michael I. Rollins - Citigroup Global Markets, Inc.

Analyst

Hi. Thanks for taking the question. Two, if I could. First one is, I'm wondering if you could talk about the ongoing proceeding from the FTC on special access which they're now calling business data services. In terms of your exposure to that, how do you think it might play out and the impacts to your financials over time? And then secondly, could you just talk a little bit about device leasing and your latest thoughts on leasing devices to your customers versus the installment plans. Thanks. John J. Legere - President, Chief Executive Officer & Director: Good. Neville, can you do a quick shot at the first one and then perhaps to Mike. Neville R. Ray - Chief Technology Officer & Executive VP: So, special access to all business (1:21:29) data services as it's now called, we're supportive. I mean, Mike, for us – we were the first carrier. Sounds crazy, but to deliver five band – fiber to the cell. And we've resolved the economics on that core strategies long ago when we continue to scale and do that very, very economically for us. So, I'm hopeful that the new regulation will help us as we push into more rural and tough areas to fiber across the U.S. So, we're supportive, but we don't need it to resolve our economic – the economics of our backhaul.

G. Michael Sievert - Chief Operating Officer

Analyst

(1:22:09). Leasing versus EIP. As you know, we've been focused on EIP this quarter. We've said that's going to be generally the focus for the short-term. But we're really pleased that we've got two great products that our customers love. And so we like to maintain some elements of surprise here competitively. We focused on EIP, largely because we found our team is better at it, based on the state of the IT systems. And as Braxton's mentioned, we're making big investments right now in IT transformation, and our systems are more mature on the EIP side. Now, that makes the transaction times faster and that allows us to be more productive at retail. But that's not a static state. With each passing month, we're making big strides in IT, which may cause us to change the strategy or may cause us to do something completely new and unexpected. So, stay tuned to this space. John J. Legere - President, Chief Executive Officer & Director: I think just to your credit, Mike, you and Braxton, we did in leasing in Q2 exactly what we said we were going to do. And so, stay tuned. I think we're very pleased with the trend of what we're doing with EIP, but it's a weapon in our arsenal that we can pull. Okay. Operator, next question.

Operator

Operator

Next, we'll hear from Amir Rozwadowski with Barclays.

Amir Rozwadowski - Barclays Capital, Inc.

Analyst

Thank you very much. Just a network question for Neville. Recognizing a lot of the initiatives that you folks have put into place in order to enhance capacity and speed on the network side, one of the questions that we tend to get from investors is with the success of initiatives, such as Binge On and the growth in data usage across your network, is there a point in time where you would need to consider augmenting your spectrum portfolio in the mid-band range? I recognize that you're in the midst of a low-band spectrum auction at the current moment, but thinking about sort of the longer term pieces in order to further accelerate network improvement? Neville R. Ray - Chief Technology Officer & Executive VP: I mean, Amir, you never say never, but obviously we have a rich spectrum of portfolio today and our LTE is about just north of 60% of the spectrum assets that we own. So, we have a long way to go in terms of driving LTE into the balance of the spectrum assets. I'm excited about new capabilities like Unlicensed-LTE. That's something that we need to break the back of, not just for the industry, it's a great technology, it's a foundational story for 4G, we really need to make progress within the U.S. environment on technologies like that. The low-band stuff, obviously, that's great spectrum. We're in the middle of an auction, great spectrum. I mean, so there are a lot of options and opportunities to go and attack before you have to go whole scale at massive densification of your network with steel and concrete.

Amir Rozwadowski - Barclays Capital, Inc.

Analyst

That's very helpful. And then just a quick follow up to some of the comments, Mike, that you had made on some of the new market opportunities and some of the greenfield builds. Any color you can give us in terms of the trajectory of your subscriber trends in some of those markets? I think one of the questions that we tend to receive from investors is how much longer can the momentum with subscriber trajectory, as it stands right now, go going forward given sort of where you've been in terms of share in metro markets versus some of these newer markets?

G. Michael Sievert - Chief Operating Officer

Analyst

Yeah, Amir, of course. So, there's a couple of things here. One is we have seen places where we have built out network and then followed it with distribution. And what we've seen is that we can achieve our normative SoGA, share of gross add, rates when we come into the market late like that. And one of the reasons – it's kind of obvious, I mean, we do most of our marketing nationally. And so there are places where – actually, there is some pent-up demand where people have been for years seeing commercials about T-Mobile and they can only get in that market, maybe in that small town or mid-size – maybe Verizon and a rural carrier. And now, there's exciting new choice, and so there is an opportunity for us to achieve our normative SoGA levels. It takes a little time. And so, when we tell you that we're going to achieve 30 million to 40 million more in POPs and distribution by the middle of the next year, you can't do straight line math, but the end point is normative SOGA levels. John J. Legere - President, Chief Executive Officer & Director: Okay.

Amir Rozwadowski - Barclays Capital, Inc.

Analyst

Thank you very much for the incredible color. John J. Legere - President, Chief Executive Officer & Director: Operator, I think we have time for one or two more. Who's next in the queue?

Operator

Operator

Next, we have Walter Piecyk with BTIG. John J. Legere - President, Chief Executive Officer & Director: He's everywhere.

Walter Piecyk - BTIG LLC

Analyst

I am everywhere. Thanks, John, for increasing my Twitter followers and a couple of trolls along with it. Appreciate that. John J. Legere - President, Chief Executive Officer & Director: Are you up to 10 now?

Walter Piecyk - BTIG LLC

Analyst

Yes. Now, I'm verified. So, I'm all good. On the cash flow statement, there's obviously a very big payment which I don't think you close on $2 billion worth of spectrum this quarter. So, I'm assuming that that was an early upfront payment for the auction. Based on my math, that can buy you a pretty big chunk of spectrum. So, I know you can't really talk about the auction, but maybe Braxton can talk about past comments about the type of – the amount of money that you would spend and whether is this just kind of an indication that, look, if the numbers are really low and you can't pick up, that amount of spectrum that that down payment implies that you will. Or is there a possibility that some of the numbers that you've talked about in the past might actually go higher?

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. Walt, again, you're very astute when it comes to looking at all aspects of our financials. But the one thing I would say is we really cannot comment anything related to the auction. But I can tell you that we fully stand behind all the public comments that we've made in the past. And I'll have to leave it at that.

Walter Piecyk - BTIG LLC

Analyst

Okay. I think that does answer the question. If I can do a follow up then for Neville. In the past, you've talked about kind of partnering with fiber companies and putting and embracing small cells as long as you can put them along those lines as opposed to maybe making some of these extensions. I'm just curious where you are on your own small cell rollout, and have you seen any delays in being able to do that based on what some of the guys, like Crown Castle or maybe Mobility have been doing in the market? And have you seen any reaction by local municipalities pushing back on those types of rollouts? Or has it been pretty much at the same pace or your ability to rollout small cells as it's been in the past? Neville R. Ray - Chief Technology Officer & Executive VP: You seem to know more in the space than I do, Walt. So, maybe you could share what you know. But I think obviously our small cell strategy is moving. I reference earlier, we're not in the massive rush that you will see from big yellow at this point in time. But we have thousands of opportunities we're pursuing this year. And a big chunk of them, we hope, to come online and that's for capacity needs in 2017, 2018 and beyond. I think to the heart of your question, we've been very carefully making sure we have the right economics and right deployment models for small cells. And back to John's earlier comment, if you just kind of run crazy around the country, trying to drop poles in every right of way that you can find, there is going to be some community pushback and backlash. And I think there are some signs of that. I think that's clearly driving some delays for some of the competitive set, but not for us. I mean we've been very thoughtful about how we've engineered these solutions. The partners that we've selected and we're fully on track with what we're doing. But I'm not trying to do something at the massive scale that some of the other folks are. And we're having more success than they are, I think, at this point in time.

Walter Piecyk - BTIG LLC

Analyst

Okay. Can I just have one follow-on, which is where do you – how many. Yeah. Just one more, John. John J. Legere - President, Chief Executive Officer & Director: You and Neville going to have your bromance after the call.

Walter Piecyk - BTIG LLC

Analyst

Can I just have one more. Just five years from now, how many small cells will you have in the ground? 10,000? 50,000? Neville R. Ray - Chief Technology Officer & Executive VP: That's tough to predict, Walt. At least... John J. Legere - President, Chief Executive Officer & Director: Walt, do a Twitter poll and let's see what comes up. Neville R. Ray - Chief Technology Officer & Executive VP: Let's do one.

Walter Piecyk - BTIG LLC

Analyst

Okay. Neville R. Ray - Chief Technology Officer & Executive VP: At least 10,000.

Walter Piecyk - BTIG LLC

Analyst

Sounds good. All right, great. Thank you. John J. Legere - President, Chief Executive Officer & Director: Let's make a note to allocate up to 15 minutes for Walt's multiple questions. We're going to take one last question, operator, and then we'll going to wrap up.

Operator

Operator

Our final question comes from James Ratcliffe with Buckingham Research.

James M. Ratcliffe - The Buckingham Research Group, Inc.

Analyst

Morning. Thanks for taking the question. I'm just looking at the strength on prepaid on the gross add side, do you have any read on where – I know you know where the customers are porting from, but what sorts of services they're coming from or are these people moving from postpaid offerings or are these people moving from postpaid feature phones to prepaid smartphones? I know you don't get that specific data, but any color on that would be helpful. John J. Legere - President, Chief Executive Officer & Director: Yeah. Mike, why don't you take that, and including launching into the fact that we're now selling the iPhone in Metro.

G. Michael Sievert - Chief Operating Officer

Analyst

Yeah. Everything we can tell, Metro is not only the biggest prepaid business, the fastest-growing prepaid business, but the most effective at taking postpaid subscribers from competitors. It competes very well in a group we measure carefully which is people who port their numbers, who've had their phone number for at least a couple of years, who have a proven ability to pay, MetroPCS is highly effective at winning those kinds of customers. And that's why, as John said, we have an all-time high prepaid ARPU this quarter. And so, it's really important to start to dig in to the fundamentals of this prepaid business because it's a fantastic business. As John said, we now carry the iPhone at our MetroPCS stores. We're adding 1,000 stores this year to roughly 9,000 stores nationwide. We're covering 200 million POPs with MetroPCS in 65 markets in 100 cities. So, this is a powerhouse, the biggest, the fastest-growing and the most effective at competing for postpaid style customers.

James M. Ratcliffe - The Buckingham Research Group, Inc.

Analyst

Okay. Thank you. John J. Legere - President, Chief Executive Officer & Director: Braxton?

J. Braxton Carter - Executive Vice President, Chief Financial Officer

Management

Yeah. Thank you, everyone, for tuning in. We very much look forward to speaking to you again on next quarter and thanks for your participation. John J. Legere - President, Chief Executive Officer & Director: And tune in to Power Lunch on CNBC and Bloomberg and you can watch Braxton Carter telling more of the story. All right, thanks, everybody.

Operator

Operator

Ladies and gentlemen, this concludes the T-Mobile U.S. second quarter 2016 conference call. If you have any further questions, you may contact the Investor Relations or Media departments. Thank you for your participation. You may now disconnect and have a pleasant day.