SEC Comment Letter for T-Mobile US, Inc. (TMUS) (CIK 0001283699) (TMUS) — Jun 29, 2011
T-Mobile US, Inc. (TMUS) (CIK 0001283699)
Date: June 29, 2011 · CIK: 0001283699 · Accession: 0000000000-11-039773
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File numbers found in text: 001-33409
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June 29, 2011
Via E-mail
Mr. Roger D. Linquist President and Chief Executive Officer MetroPCS Communications Inc. 2250 Lakeside Blvd. Richardson, TX 75082-4304
Re: MetroPCS Communications Inc.
Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 1, 2011 Form 10-Q for the Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-33409
Dear Mr. Linquist:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2010
Financial Statements
Note 14. Income Taxes, page F-27
1. We note that you have recorded income before income taxes for all years presented. Tell
us, and disclose in future filings, the r easons why you have not recognized a current
federal income tax provision. Also, tell us and disclose the reasons w hy most if not all of
your income tax expense was deferred fo r each of the years presented.
Roger D. Linquist MetroPCS Communications Inc. June 29, 2011 Page 2
Definitive Proxy Statement Incorporated by Re ference into Part III of the Form 10-K
Compensation of Directors, page 28
2. In future filings, please disclose in a foot note to the director compensation table the
aggregate number of stock awards and the aggregate number of option awards
outstanding at fiscal year-end for each director. Refer to the Instruction to Item
402(k)(2)(iii) and (iv) of Regulation S-K.
Form 10-Q for the Quarter Ended March 31, 2011
Index to Exhibits, page 41
3. We note your indication of “Confidential Treatment Reque sted” for Exhibit 10.1. We
also note you received confiden tial treatment for the original Master Services Agreement
on June 28, 2010. However, we have not receive d a confidential treatm ent request for the
amended exhibit. Please submit an application for confidential treatm ent to the Office of
the Secretary for Amendment No. 1 to your Ma ster Services Agreement filed as Exhibit
10.1. Refer to Staff Legal Bulletin No. 1A.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
Roger D. Linquist MetroPCS Communications Inc. June 29, 2011 Page 3
You may contact Michael He nderson, Staff Accountant, at (202) 551-3364 or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matte rs. Please contact Ka te Beukenkamp, Staff
Attorney, at (202) 551-6971 or Kathleen Kreb s, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
/s/ Kathleen Krebs for Larry Spirgel
Assistant Director