Amended Current Report Filing (8-k/a)
May 06 2022 - 03:19PM
Edgar (US Regulatory)
0001283699True00012836992022-04-132022-04-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 13,
2022
T-MOBILE US, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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1-33409 |
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20-0836269 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of incorporation)
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Identification No.) |
12920 SE 38th Street
Bellevue,
Washington
(Address of principal executive offices)
98006-1350
(Zip Code)
Registrant’s telephone number, including area code: (425)
378-4000
(Former Name or Former Address, if Changed Since Last
Report):
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Stock, par value $0.00001 per share |
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TMUS |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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EXPLANATORY NOTE
On April 15, 2022, T-Mobile US, Inc. (the “Company”) filed a
Current Report on Form 8-K (the “Original 8-K”) with the
U.S.
Securities and Exchange Commission (“SEC”) to report that, on April
13, 2022, the Audit Committee (the “Audit Committee”) of the Board
of Directors of the Company had dismissed PricewaterhouseCoopers
LLP (“PwC”) and engaged Deloitte & Touche LLP (“Deloitte”) as
the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022, each effective immediately
after the Company files its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2022 with the SEC.
This Amendment No. 1 to the Current Report on Form 8-K/A amends the
Original 8-K to update the disclosures contained in the Original
8-K, and to confirm, as noted in Item 4.01 below, that PwC’s
dismissal as the Company’s independent registered public accounting
firm and the appointment of Deloitte as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2022, each became effective on May 6,
2022.
Item 4.01 — Changes in Registrant’s Certifying
Accountant.
On May 6, 2022, PwC’s dismissal as the Company’s independent
registered public accounting firm and the engagement of Deloitte as
the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022, each became effective,
immediately after the Company filed its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2022 with the
SEC.
PwC’s reports on the Company’s consolidated financial statements
and the effectiveness of internal control over financial reporting,
which were included in the Company’s Annual Reports on Form 10-K
for the fiscal years ended December 31, 2021 and 2020, did not
contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
During the fiscal years ended December 31, 2021 and 2020, and the
subsequent interim period through May 6, 2022, there were: (i) no
disagreements within the meaning of Item 304(a)(1)(iv) of
Regulation S-K between the Company and PwC on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to PwC’s
satisfaction, would have caused PwC to make reference thereto in
PwC’s reports; and (ii) no “reportable events” within the meaning
of Item 304(a)(1)(v) of Regulation S-K.
The Company provided PwC with a copy of the foregoing disclosures
and requested that PwC furnish a letter addressed to the SEC
stating whether or not it agrees with the foregoing disclosures. A
copy of PwC’s letter, dated May 6, 2022, is filed as Exhibit
16.1
hereto.
During the fiscal years ended December 31, 2021 and 2020, and the
subsequent interim period through May 6, 2022, neither the Company
nor anyone on its behalf has consulted with Deloitte regarding: (i)
the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and
neither a written report nor oral advice was provided to the
Company that Deloitte concluded was an important factor considered
by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue; (ii) any matter that was
the subject of a disagreement within the meaning of Item
304(a)(1)(iv) of Regulation S-K; or (iii) any “reportable event”
within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit |
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Description |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101) |
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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T-MOBILE US, INC.
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May 6, 2022 |
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/s/ Peter Osvaldik |
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Peter Osvaldik
Executive Vice President and Chief Financial Officer |
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T Mobile US (NASDAQ:TMUS)
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