SEC Comment Letter for T-Mobile US, Inc. (TMUS) (CIK 0001283699) (TMUS) — Jun 16, 2016
T-Mobile US, Inc. (TMUS) (CIK 0001283699)
Date: June 16, 2016 · CIK: 0001283699 · Accession: 0000000000-16-080772
AI Filing Summary & Sentiment
Letter
Mail Stop 4628 June 16 , 2016 Via E-Mail J. Braxton Carter Executive Vice President and Chief Financial Officer T-Mobile US, Inc. 12920 SE 38th Street Bellevue, WA 98006
Re: T-Mobile US, Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 17 , 2016 File No. 1 -33409
Dear Mr. Carter:
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may bette r understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstance s, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. We note that T -Mobile’s website provides country codes and rates for calls to Syria and Sudan. We note also that anoth er website indicates that certain T -Mobile telephones are compatible with networks available in Syria and Sudan. Finally, we note that your majority shareholder, Deutsche Telekom, has reported contacts with Syria and Sudan. Syria and Sudan are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsi diaries, affiliates, distributors, resellers, or other direct or indirect arrangements. You should describe any products, components, technology or services you have provided to Syria and Sudan , directly or indirectly , and any agreements, commercial arran gements, or other contacts with the governments of those countries or entities they control.
J. Braxton Carter T-Mobile US, Inc. June 16 , 2016 Page 2
2. Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim perio d. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various sta te and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potentia l impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certai n that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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 provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure 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 proceedin g initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 June 16 , 2016 Via E-Mail J. Braxton Carter Executive Vice President and Chief Financial Officer T-Mobile US, Inc. 12920 SE 38th Street Bellevue, WA 98006 Re: T-Mobile US, Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 17 , 2016 File No. 1 -33409 Dear Mr. Carter: We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may bette r understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstance s, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. We note that T -Mobile’s website provides country codes and rates for calls to Syria and Sudan. We note also that anoth er website indicates that certain T -Mobile telephones are compatible with networks available in Syria and Sudan. Finally, we note that your majority shareholder, Deutsche Telekom, has reported contacts with Syria and Sudan. Syria and Sudan are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsi diaries, affiliates, distributors, resellers, or other direct or indirect arrangements. You should describe any products, components, technology or services you have provided to Syria and Sudan , directly or indirectly , and any agreements, commercial arran gements, or other contacts with the governments of those countries or entities they control. J. Braxton Carter T-Mobile US, Inc. June 16 , 2016 Page 2 2. Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim perio d. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various sta te and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potentia l impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certai n that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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 provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure 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 proceedin g initiated by the Commission or any person under the federal securities laws of the United States. You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Larry Spirgel Assistant Director