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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-0836269
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2250 Lakeside Boulevard
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Richardson, Texas
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75082-4304
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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New York Stock Exchange
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Rights to purchase Series A Junior Participating Preferred Stock
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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the highly competitive nature of the wireless broadband mobile industry and changes in the competitive landscape;
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ours and our competitors' current and planned promotions and advertising, marketing, sales and other initiatives, including pricing decisions, entry into consolidation and alliance activities, and our ability to respond to and support them;
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the effects of the T-Mobile Transaction on dealers, retailers, vendors, suppliers, customers, content and application providers, our equity and debt holders and our employees;
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the diversion of management's time and attention while the T-Mobile Transaction is pending;
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our ability to operate our business in light of the T-Mobile Transaction and the covenants contained in the Business Combination Agreement;
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the inability to have developed or to obtain handsets, equipment or software that our customers want, demand and expect or to have handsets, equipment or software serviced, updated, revised or maintained in a timely and cost-effective manner for the prices and the features our customers want, expect or demand;
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our ability to construct, operate and manage our network to deliver the services, content, applications, service quality and speed our customers expect and demand and to provide, maintain and increase the capacity of our network and business systems to satisfy the demands of our customers and the demands placed by devices on our network;
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our plans and expectations relating to, without limitation, (i) our growth opportunities and competitive position; (ii) our products and services; (iii) our customer experience; (iv) our results of operations, including expected synergies from the T-Mobile Transaction, earnings and cash flows; (v) the impact of the T-Mobile Transaction on our credit rating; and (vi) integration matters;
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the federal income tax consequences of the T-Mobile Transaction and the enactment of additional state, federal, and/or foreign regulatory and tax laws and regulations;
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expectations, intentions and outcomes relating to outstanding litigation, including securities, class action, derivative, patent and product safety claims, by or against third parties;
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the possibility that the T-Mobile Transaction is delayed or does not close, including due to the failure to receive the required stockholder approval or required approvals from governmental authorities necessary to satisfy the closing conditions, along with satisfaction or waiver of other closing conditions, pursuant to the Business Combination Agreement;
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alternative acquisition proposals that could delay completion of the T-Mobile Transaction;
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our ability to successfully integrate our business with T-Mobile and realize the expected spectrum, cost and capital expenditure savings and synergies and other benefits from the T-Mobile Transaction;
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changes in economic, business, competitive, technological and/or regulatory factors, including the passage of legislation or action by governmental or regulatory entities;
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any changes in the regulatory environment in which we operate, including any change or increase in restrictions on our ability to operate our network;
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terminations of, or limitations imposed on, MetroPCS' or T-Mobile's business by, contracts entered into by either MetroPCS or T-Mobile, or the effect of provisions with respect to change in control, exclusivity, commitments or minimum purchase amounts contained in such contracts;
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the impact of economic conditions on our business plan, strategy and stock price;
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delays in, or changes in policies related to, income tax refunds or other governmental payments;
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the impact on our network and business from major equipment failures and security breaches related to the network or customer information;
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the ability to obtain financing on terms favorable to us, or at all;
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the impact of public and private regulations;
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possible disruptions, cyber attacks, or intrusions of our network, billing, operational support and customer care systems that may limit or disrupt our ability to provide service, or which may cause disclosure or improper use of customers' information and associated harm to our customers, systems, reputation and goodwill;
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our continued ability to offer a diverse portfolio of wireless devices;
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our ability to obtain and continue to obtain roaming on terms that are reasonable;
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severe weather conditions, natural disasters, energy shortages, wars or terrorist attacks, and any resulting financial impact not covered by insurance;
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disruptions of our key suppliers' provisioning of products, services, content or applications;
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fluctuations in interest and exchange rates;
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significant increases in benefit plan costs or lower investment returns on plan assets;
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material adverse changes in labor matters, including labor negotiations or additional organizing activity, and any resulting financial and/or operational impact;
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the diversion of management's time and attention to litigation, including litigation relating to the T-Mobile Transaction;
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write-offs in connection with the T-Mobile Transaction, or changes in MetroPCS' and/or T-Mobile's accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings;
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the significant capital commitments of MetroPCS and T-Mobile;
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our ability to remain focused and keep all employees focused on the business during the pendency of the T-Mobile Transaction;
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the current economic environment in the United States; disruptions to the credit and financial markets in the United States; and the impact of the economy on consumer demand and fluctuations in consumer demand generally for the products and services provided;
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our ability to manage our growth, achieve planned growth, manage churn rates, maintain our cost structure and achieve additional economies of scale;
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our ability to negotiate and maintain acceptable agreements with our suppliers and vendors, including obtaining roaming on reasonable terms;
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the seasonality of our business and any failure to have strong customer growth in the first and fourth quarters;
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the rates, nature, collectability and applicability of taxes and regulatory fees on the services we provide and increases or changes in taxes and regulatory fees or the services to, or the manner in, which such taxes and fees are applied, calculated, or collected;
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the rapid technological changes in our industry, and our ability to adapt, respond and deploy new technologies, and successfully offer new services using such new technology;
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our ability to fulfill the demands and expectations of our customers, provide the customer care our customers want, expect, or demand, secure the products, services, applications, content and network infrastructure equipment we need, or which our customers or potential customers want, expect or demand;
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the availability of additional spectrum, our ability to secure additional spectrum, or secure it at acceptable prices, when we need it;
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our ability to adequately defend against suits filed by others and to enforce or protect our intellectual property rights;
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our capital structure, including our indebtedness amount, the limitations imposed by the covenants in the documents governing our indebtedness and the maintenance of our financial and disclosure controls and procedures;
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our ability to attract and retain key members of management and train personnel;
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our reliance on third parties to provide distribution, products, software content and services that are integral to or used or sold by our business and the ability of our suppliers to perform, develop and timely provide us with technological developments, products and services we need to remain competitive;
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governmental regulation affecting our services and changes in government regulation, and the costs of compliance and our failure to comply with such regulations; and
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other factors described in this annual report under “Risk Factors.”
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We will effect a recapitalization that includes (a) a reverse stock split, or the reverse stock split, of our common stock, which has a par value $0.0001 per share prior to the completion of the Proposed Transaction and will have a par value of $0.00001 per share following the completion of the Proposed Transaction, pursuant to which each share of our common stock outstanding as of the effective time of the reverse stock split, will represent thereafter one-half share of our common stock, and (b) a payment in cash of $1.5 billion (or approximately $4.06 per share pre reverse stock split), without interest, in the aggregate to our stockholders of record immediately following the effective time of the reverse stock split, or the Recapitalization Payment;
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immediately following the Recapitalization Payment, we will issue and deliver to T-Mobile Holding, or its designee, 74% of the fully diluted shares of our common stock outstanding immediately following the Recapitalization Payment, (with the percentage ownership of our common stock being calculated pursuant to the Business Combination Agreement (a) under the treasury method based on the average closing price of a share of our common stock on the New York Stock Exchange for the five trading days immediately preceding the date the Proposed Transaction is closed completed after taking into account the Reverse Stock Split and the Recapitalization Payment but before taking into account the subsequent cash-out of stock options, if any, in connection with the Proposed Transaction, and (b) on a grossed up basis to take into account the number of shares of our common stock so issued to T-Mobile Holding or its designee) and T-Mobile Holding will deliver to us all issued and outstanding capital stock of T-Mobile; and
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unless otherwise agreed to by the parties, on the business day immediately following the closing of the Reverse Stock Split, the Recapitalization Payment and the Stock Issuance, MetroPCS, Inc., a Delaware corporation, a direct wholly-owned subsidiary of us and the direct parent of MetroPCS, or HoldCo, will merge with and into Wireless, with Wireless continuing as the surviving entity, and (b) immediately afterward, Wireless will merge with and into T-Mobile, with T-Mobile continuing as the surviving entity.
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Our service plans
. We currently offer our wireless broadband mobile services on a no long-term contract, paid-in-advance, flat-rate, and predominately unlimited usage basis. We currently provide our wireless broadband mobile services to new customers and most of our existing customers on rate plans that include all applicable taxes and regulatory fees. We believe our service plans have positioned, and will continue to position, us well for the growing trend of wireline displacement.
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Our densely populated markets
. The aggregate population density in and around the major metropolitan areas we currently serve with our own networks is substantially higher than the national average. We believe the high relative population density of the areas our networks serve results in increased efficiencies in network deployment, operations and product distribution.
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Our cost leadership position
. Our costs to provide wireless broadband mobile services allow us to offer our services on a flat-rate and predominately unlimited basis at affordable prices while maintaining cash profits per customer as a percentage of revenue per customer that we believe is among the highest in the wireless broadband mobile services industry. We currently are the fifth largest facilities-based wireless broadband mobile services provider in the United States based on number of customers served and we have enjoyed economies of scale as we increased the number of customers we serve.
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Our advanced networks
. Our networks use CDMA/EVDO and 4G LTE technologies. We believe CDMA/EVDO and 4G LTE technology provides us with substantially more voice and data capacity per MHz of spectrum than other commonly deployed wireless broadband mobile technologies.
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Target underserved customer segments in our markets
. We have historically predominantly targeted a mass market that we believe has been largely underserved historically by traditional wireless broadband mobile carriers.
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Offer simple, predictable, affordable and flexible service plans
. We plan to continue to focus on increasing the value proposition for our customers by offering simple, predictable, affordable and flexible service plans. We offer a variety of unlimited wireless broadband mobile service plans including CDMA service plans that include all applicable taxes and regulatory fees for a flat rate and 4G LTE wireless broadband mobile voice, text and web access services at fixed monthly rates, including all applicable taxes and regulatory fees, starting as low as $40 per month.
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Remain one of the lowest cost wireless service providers in the United States
. We plan to continue to focus on controlling our costs to allow us to remain one of the lowest cost providers of wireless broadband mobile services in the United States.
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Expand our markets
. We plan to continue to focus on expanding in and around the major metropolitan areas we currently serve, which may require us to acquire, or gain access to, additional spectrum suitable for wireless broadband mobile service or to enter into or expand our roaming arrangements with other wireless carriers so our customers can receive wireless broadband mobile service when they travel outside our network service area.
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Continue to invest in our networks
. We plan to continue to make significant capital improvements to our networks in order to offer our customers competitive and technologically-advanced services, including enhanced data services, location-based services and digital technology as they become increasingly available.
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Offer nationwide voice, text and web services
. Since January 2010, all unlimited wireless broadband mobile service plans we offer to new customers include nationwide voice, text and web access services for a flat rate inclusive of applicable taxes and regulatory fees. In order to provide these plans, we have entered into, and may enter into or expand in the future, roaming agreements with other wireless broadband mobile service providers that allow our customers to receive wireless broadband mobile services when they are outside the areas we currently serve with our networks.
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Voice services
. Our voice services allow customers to place voice calls to, and receive calls from, any telephone in the world, including local, domestic long distance, and international calls. Our voice services also allow customers to receive and make calls while they are located in areas served by our networks and in those geographic areas served by the networks of certain other wireless broadband mobile carriers with whom we have roaming arrangements.
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Data services
. Our data services include text messaging services (domestic and international); multimedia messaging services; mobile Internet access; mobile instant messaging; location-based services; social networking services; push e-mail; multimedia streaming and downloads; and services provided, depending on the network and locale, through the Binary Runtime Environment for Wireless, or BREW, Blackberry, Windows, and the Android platforms, such as ringtones, ring back tones, games, content, and applications.
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Custom calling features
. We offer custom calling features, including caller ID, call waiting, three-way calling and voicemail.
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Advanced handsets
. We sell a variety of feature phones, and increasingly, smartphones, predominately manufactured by nationally recognized manufacturers for use on our network, including models that have cameras, include HTML browsers, play music, play streaming audio, display streaming video and downloaded video, and have other features facilitating digital data. We sell a variety of handsets using vendor or handset specific operating systems, such as BREW, Blackberry, Windows, and the Android operating system.
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Miami, Atlanta and Sacramento in the first quarter of 2002;
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San Francisco in September 2002;
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Tampa/Sarasota in October 2005;
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Dallas/Fort Worth in March 2006;
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Detroit in April 2006;
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Orlando and portions of northern Florida in November 2006;
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Los Angeles in September 2007;
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Las Vegas in March 2008;
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Philadelphia in July 2008; and
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New York and Boston in February 2009.
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The parties may encounter numerous potential difficulties in the integration process, including the following:
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being unable to integrate successfully the businesses of MetroPCS and T-Mobile in a manner that permits the combined company to achieve the cost savings anticipated to result from the T-Mobile Transaction;
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migrating our customers to the combined company's T-Mobile based global system for mobile communications, which we refer to as GSM, evolved high speed packet access, which we refer to as HSPA+, and LTE networks;
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integrating our and T-Mobile's existing information and billing systems, cell sites, customer service programs and distributed antenna systems;
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decommissioning our networks;
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integrating and adding T-Mobile's technology to our cell sites and distributed antenna systems;
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combining our and T-Mobile's product and service offerings, subscriber plans, customer service, and sales and marketing approaches;
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preserving subscriber, supplier, vendor, content provider, dealer, retailer, and other important relationships;
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resolving complexities associated with managing the larger combined company;
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addressing the potential effect of the T-Mobile Transaction on our and T-Mobile's business and relationships with employees, customers, suppliers, vendors, content providers, distributors, dealers, retailers, regulators and the communities in which they operate;
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addressing the potential difficulty in coordinating geographically dispersed organizations and business headquarters;
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addressing possible differences in corporate cultures and management philosophies;
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integrating personnel from the two companies while maintaining focus on providing consistent, high quality products and services;
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retaining key employees and members of management of us and T-Mobile;
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encountering difficulties in consolidating and preparing the combined company's financial statements, or having to restate the financial statements of the combined company;
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addressing the potential difficulty in maintaining cost controls during the integration process;
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discharging and otherwise addressing potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the T-Mobile Transaction; and
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experiencing performance shortfalls at one or both of us and T-Mobile as a result of the diversion of management's attention caused by completing the T-Mobile Transaction and integrating their operations.
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incurring additional indebtedness and issuing preferred stock;
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paying dividends, redeeming capital stock or making other restricted payments or investments;
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selling or buying assets, properties or licenses;
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developing assets, properties or licenses which the combined company has or in the future may procure;
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creating liens on assets;
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participating in future FCC auctions of spectrum or private sales of spectrum;
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engaging in mergers, acquisitions, business combinations, or other transactions;
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entering into transactions with affiliates; and
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placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
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uncertain revenues and expenses, including difficulty in achieving projected synergies, with the result that we may not realize the growth in revenues, anticipated cost structure, profitability, or return on investment that we expect;
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difficulty integrating the acquired business, technologies, services, spectrum, products, operations and personnel of the acquired businesses;
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difficulty maintaining uniform standards, controls, policies and procedures;
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difficulty converting customers to or retaining customers with our network, services, customer care and billing platforms;
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disruption of ongoing business;
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impact on our cash and available credit lines for use in financing future growth and working capital needs;
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triggering the change of control provision in our senior secured credit facility, the indentures and supplemental indentures governing our senior notes, and the change of control agreements of our officers, and acceleration of vesting equity and other incentive awards under our equity incentive plans;
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obligations imposed on us by counterparties in such transactions that limit our ability to obtain additional financing, our ability to compete in geographic areas or specific lines of business, or other aspects of our operational flexibility;
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increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations required under the Exchange Act;
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potential unknown liabilities, difficulties, business disruptions, and unforeseen increased control in operating expenses or regulatory conditions associated with such transactions;
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loss of or inability to attract and retain key personnel;
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delayed implementation of services, products and technology pending any regulatory approval of such transaction;
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impairment of relationships with employees, customers, suppliers, distribution channels or vendors;
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difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, procedures at acquired entities not based on U.S. GAAP or in compliance with financial or disclosure controls required under Sarbanes-Oxley;
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changes to our business, our distribution strategies, our business model or our service plans;
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inability to predict or anticipate market developments and capital commitments relating to the transaction; and
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with respect to any spectrum acquisition in a foreign country, difficulties and expenditures associated with operating in a foreign jurisdiction.
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the different types of products, services, applications and content offered and the prices for and range of service plans, products, services, applications and content;
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service content, features, data speeds, technology, coverage, compatible handset options, distribution, service areas, network speed, capacity, operability and quality;
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customer perceptions;
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competition and competitive offers;
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economic conditions;
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the pricing structures used by our competitors; and
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customer care levels.
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our customers' demand for our products and services and our ability, or our suppliers' ability, to obtain or offer and provide products, services, applications or content which our current or prospective customers demand, want, expect or need, or for prices that they are willing to pay;
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competition from existing or new competitors;
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our ability to differentiate our products, services, applications or content from the products, services, applications or content offered by our competitors;
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higher than anticipated churn, or lower than anticipated gross additions;
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our ability to increase our network capacity, manage our network, or maintain network reliability to keep up with and meet increasing customer demand;
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our ability to upgrade our network in the future to provide the products, services, applications or content that our customers want, expect or demand;
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our ability to offer data services at speeds and prices with capacity that our customers want, expect or demand and that are attractive compared to the data services offered by our competitors;
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limitations in our customer service, billing and other systems;
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our ability to manage our inventory and adequately forecast our inventory needs, such as handset quantity, quality and type, and to meet customer demand for our products, services, applications or content;
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our ability to provide service in areas or provide applications or content wanted, expected or demanded by our current and prospective customers;
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our ability to attract, retain and appropriately incentivize our distribution channels, including our indirect agents and dealers for our products and services;
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our ability to increase the relevant coverage areas in our existing markets, to enter into or expand our roaming arrangements to areas that are important to our customers or to allow us to offer services at all or at rates which are attractive to our current and prospective customers;
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our ability to maintain our desired average revenue per user (ARPU);
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our ability to overcome market saturation or competition;
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our ability to manage the costs and usage of our services;
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unfavorable United States economic conditions, which may have a disproportionately negative impact on certain portions of our customer base including an impact on their ability to buy new handsets or pay for our services;
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changes in the demographics of our markets; and
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adverse changes in the legislative and regulatory environment that may limit our ability to differentiate our services or grow our customer base.
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network issues, including network coverage, network reliability, technology upgrades, data speeds, network capacity, network technology, network responsiveness, network security breaches, network congestion and network availability;
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poor call quality, lack of in-building coverage and dropped and blocked calls;
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limitations in our customer service, billing and other systems;
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geographic coverage, including roaming coverage, for all our services, including 4G LTE, at affordable rates, which has historically been less extensive than our competitors;
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affordability and unfavorable United States economic conditions, which may have a disproportionately negative impact on certain portions of our customer base, particularly our large base of relatively lower income customers, including an impact on their ability to buy new handsets or pay for our services;
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supplier, vendor and distributor failures;
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customer perceptions of, demand for, and our prices for, our products, services, content, applications and offerings;
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customer care concerns, including reliance on automated customer service solutions that may not provide customers with the personal attention they desire;
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our ability to differentiate our products and services from our competitors;
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our ability to offer products, including smartphones, tablets, connected devices, services, content, applications and data services, with features, applications, content, and operating systems that our customers expect, want or demand at prices our customers will pay;
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our rate of growth;
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our rate plans, distribution model, and incentives to our direct dealers and agents;
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handset, application, and content selection and related issues, including lack of access, or early access, to the newest or iconic handsets, innovative wireless applications, and content, and handset prices and handset problems, including greater demand by our customers;
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the types, make-up and nature of our service plans and our marketing and promotional offers;
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wireless number portability requirements that allow customers to keep their wireless phone numbers when switching between service providers;
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our inability to offer bundled services or services offered by our competitors; and
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competition and competitive offers by other wireless broadband mobile service providers.
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physical damage, power surges or outages or equipment failure;
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vendor or supplier failures or delays;
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viruses, malware, worms, software defects, Trojan horses, unsolicited mass advertising, denial of service and other malicious or abusive attacks by third parties, including cyber attacks or other breaches of network or information technology security;
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fraud, including customer credit card fraud, subscription or dealer fraud;
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unauthorized use of our or our providers' networks;
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unauthorized access to our information technology, billing, customer care and provisioning systems and networks and those of our vendors and other providers;
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human error;
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demands placed on our network by devices, services or content demanded by our customers;
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disruptions, damage or unauthorized access beyond our control, including disruptions or damage, or unauthorized access caused by criminal or terrorist activities, theft, natural disasters, such as earthquakes, hurricanes, floods, or fire, power surges, or equipment failure; and
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failures in operational support systems.
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actual or anticipated fluctuations in our or our competitors' operating and financial results;
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introduction of new products and services by us or our competitors or changes in service plans or pricing by us or our competitors;
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analyst projections, predictions and forecasts, analyst target prices for our securities and changes in, or our failure to meet, securities analysts' expectations;
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entry of new competitors into our markets or perceptions of increased price competition, including a price war;
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our performance, including subscriber growth, and our financial and operational metric performance;
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concentration of offered services and assets in the U.S., in particular limited major metropolitan areas;
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changes in our credit rating or future prospects;
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disruptions of our operations or service providers necessary to our network operations;
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seasonal effects on, or other variations in, our customer base and our business metrics, including churn and net gains;
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market perceptions relating to our services, network, handsets and deployment of our 4G LTE platform and our access to iconic handsets, services, applications or content;
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our ability to develop and market new and enhanced products and services on a timely basis that are attractive to our customers or that meet our customers' expectations or demands;
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challenges to our intellectual property rights or claims that we infringe the intellectual property rights of others;
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pending or threatened litigation or regulatory investigations;
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adoption of or changes in governmental regulations and new accounting standards;
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conditions and trends in the communications and high technology markets;
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adverse publicity regarding our Company;
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announcements of, rumors of, predictions of, or the consummation of mergers, acquisitions, sales, strategic alliances or significant agreements, or resources of, or lack of, any of the foregoing, by us, about us, or by or about our competitors, including the current announcement regarding the transaction with T-Mobile;
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announcements by us or competitors of significant contracts, commercial relationships or capital commitments;
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announcement by us regarding the entering into, or termination of, material transactions or agreements;
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sales of our common stock by our directors, executive officers, affiliates, significant stockholders, or us;
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the amount of short interest in our securities;
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volatility in stock market prices and volumes, which is particularly common among securities of telecommunications companies;
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market perceptions of the wireless communications industry and valuation models for us and the industry;
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the general state of the U.S. and world economies;
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the availability or perceived availability of additional capital in general and our access to such capital;
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availability of additional spectrum, whether by the announcement, commencement, bidding and closing of auctions for new spectrum or acquisitions of other businesses;
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|
recruitment or departure of key personnel, management or board members; and
|
•
|
failure to timely file periodic reports.
|
•
|
incurring additional debt;
|
•
|
paying dividends, redeeming capital stock or making other restricted payments or investments;
|
•
|
selling or buying assets, properties or licenses;
|
•
|
developing assets, properties or licenses which we have or in the future may procure;
|
•
|
creating liens on assets;
|
•
|
participating in future FCC auctions of spectrum or private sales of spectrum;
|
•
|
engaging in mergers, acquisitions, business combinations, or other transactions;
|
•
|
merging, consolidating or disposing of assets;
|
•
|
entering into transactions with affiliates; and
|
•
|
placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
|
•
|
introduction of new products and services by us or our competitors, changes in service plans or pricing by us or our competitors, or promotional offers;
|
•
|
our ability to maintain our current cost structure; and
|
•
|
our ability to continue to grow our customer base and maintain our projected levels of churn.
|
•
|
limiting our ability to borrow money or sell stock to fund working capital, capital expenditures, debt service requirements, acquisitions, technological initiatives and other general corporate purposes;
|
•
|
making it more difficult for us to make payments on our indebtedness;
|
•
|
increasing our vulnerability to competition, general economic downturns and industry conditions and limiting our ability to withstand competitive pressure;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business or the communications industry;
|
•
|
limiting our ability to increase our capital expenditures to roll out new services or to upgrade our networks to new technologies;
|
•
|
limiting our ability to purchase additional spectrum or develop new metropolitan areas in the future;
|
•
|
reducing the amount of cash available for working capital needs, capital expenditures for existing and new markets and other corporate purposes by requiring us to dedicate a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness; and
|
•
|
placing us at a competitive disadvantage to our competitors who are less leveraged than we are.
|
•
|
authorize the issuance of preferred stock that can be created and issued by the board of directors without prior stockholder approval to increase the number of outstanding shares and deter or prevent a takeover attempt;
|
•
|
prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
require stockholder meetings to be called only by the President or at the written request of a majority of the directors then in office and not the stockholders;
|
•
|
prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
|
•
|
provide that our board of directors is divided into three classes, each serving three-year terms; and
|
•
|
establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
•
|
a putative class action lawsuit filed by Paul Benn, an alleged MetroPCS stockholder, on October 11, 2012 in the Delaware Court of Chancery,
Paul Benn v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 7938-CS, referred to as the Benn action;
|
•
|
a putative class action lawsuit filed by Joseph Marino, an alleged MetroPCS stockholder, on October 11, 2012 in the Delaware Court of Chancery,
Joseph Marino v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 7940-CS, referred to as the Marino action;
|
•
|
a putative class action lawsuit filed by Robert Picheny, an alleged MetroPCS stockholder, on October 22, 2012 in the Delaware Court of Chancery,
Robert Picheny v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 7971-CS, referred to as the Picheny action;
|
•
|
a putative class action filed by James S. McLearie, an alleged MetroPCS stockholder, on November 5, 2012 in the Delaware Court of Chancery,
James McLearie v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 8009-CS, referred to as the McLearie action, and together with the Benn action, the Marino action and the Picheny action, the Delaware actions;
|
•
|
a putative class action and shareholder derivative action filed by Adam Golovoy, an alleged MetroPCS stockholder, on October 10, 2012 in the Dallas, Texas County Court at Law,
Adam Golovoy et al. v. Deutsche Telekom et al.
, Cause No. CC-12-06144-A, referred to as the Golovoy action; and
|
•
|
a putative class action and shareholder derivative action filed by Nagendra Polu and Fred Lorquet, who are alleged MetroPCS stockholders, on October 10, 2012 in the Dallas, Texas County Court at Law,
Nagendra Polu et al. v. Deutsche Telekom et al.
, Cause No. CC-12-06170-E, referred to as the Polu action, and together with the Golovoy action, the Texas actions.
|
|
|
High
|
|
Low
|
||||
Fiscal year ended December 31, 2011
|
|
|
|
|
||||
First quarter
|
|
$
|
16.32
|
|
|
$
|
12.53
|
|
Second quarter
|
|
18.69
|
|
|
15.94
|
|
||
Third quarter
|
|
17.77
|
|
|
8.71
|
|
||
Fourth quarter
|
|
9.73
|
|
|
7.51
|
|
||
Fiscal year ended December 31, 2012
|
|
|
|
|
||||
First quarter
|
|
$
|
12.01
|
|
|
$
|
8.01
|
|
Second quarter
|
|
9.21
|
|
|
5.59
|
|
||
Third quarter
|
|
11.95
|
|
|
6.23
|
|
||
Fourth quarter
|
|
13.57
|
|
|
9.79
|
|
•
|
any applicable contractual restrictions limiting our ability to pay dividends;
|
•
|
our earnings and cash flows;
|
•
|
our capital requirements;
|
•
|
our future needs for cash;
|
•
|
our financial condition; and
|
•
|
other factors our board of directors deems relevant.
|
Period
|
|
Total Number of Shares Purchased During Period
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
|
|||||
October 1 - October 31
|
|
7,895
|
|
|
$
|
12.67
|
|
|
—
|
|
|
—
|
|
November 1 - November 30
|
|
43,161
|
|
|
$
|
10.34
|
|
|
—
|
|
|
—
|
|
December 1 - December 31
|
|
41,160
|
|
|
$
|
9.98
|
|
|
—
|
|
|
—
|
|
Total
|
|
92,216
|
|
|
$
|
10.38
|
|
|
—
|
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(In Thousands, Except Share and Per Share Data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
$
|
4,539,777
|
|
|
$
|
4,428,208
|
|
|
$
|
3,689,695
|
|
|
$
|
3,130,385
|
|
|
$
|
2,437,250
|
|
Equipment revenues
|
|
561,501
|
|
|
419,174
|
|
|
379,658
|
|
|
350,130
|
|
|
314,266
|
|
|||||
Total revenues
|
|
5,101,278
|
|
|
4,847,382
|
|
|
4,069,353
|
|
|
3,480,515
|
|
|
2,751,516
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of service (excluding depreciation and amortization disclosed separately below)
|
|
1,490,227
|
|
|
1,473,836
|
|
|
1,223,931
|
|
|
1,120,052
|
|
|
857,295
|
|
|||||
Cost of equipment
|
|
1,439,824
|
|
|
1,439,595
|
|
|
1,093,944
|
|
|
884,272
|
|
|
704,648
|
|
|||||
Selling, general and administrative expenses (excluding depreciation and amortization disclosed separately below)
|
|
696,789
|
|
|
643,959
|
|
|
621,660
|
|
|
567,730
|
|
|
447,582
|
|
|||||
Depreciation and amortization
|
|
641,425
|
|
|
538,835
|
|
|
449,732
|
|
|
377,856
|
|
|
255,319
|
|
|||||
Loss (gain) on disposal of assets
|
|
9,044
|
|
|
3,619
|
|
|
(38,812
|
)
|
|
(4,683
|
)
|
|
18,905
|
|
|||||
Total operating expenses
|
|
4,277,309
|
|
|
4,099,844
|
|
|
3,350,455
|
|
|
2,945,227
|
|
|
2,283,749
|
|
|||||
Income from operations
|
|
823,969
|
|
|
747,538
|
|
|
718,898
|
|
|
535,288
|
|
|
467,767
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
275,494
|
|
|
261,073
|
|
|
263,125
|
|
|
270,285
|
|
|
179,398
|
|
|||||
Interest income
|
|
(1,603
|
)
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|
(2,870
|
)
|
|
(22,947
|
)
|
|||||
Other (income) expense, net
|
|
(4,880
|
)
|
|
(699
|
)
|
|
1,807
|
|
|
1,808
|
|
|
1,035
|
|
|||||
Impairment loss on investment securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,386
|
|
|
30,857
|
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
9,536
|
|
|
143,626
|
|
|
—
|
|
|
—
|
|
|||||
Gain on settlement
|
|
(52,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other expense
|
|
216,511
|
|
|
267,882
|
|
|
406,604
|
|
|
271,609
|
|
|
188,343
|
|
|||||
Income before provision for income taxes
|
|
607,458
|
|
|
479,656
|
|
|
312,294
|
|
|
263,679
|
|
|
279,424
|
|
|||||
Provision for income taxes
|
|
(213,286
|
)
|
|
(178,346
|
)
|
|
(118,879
|
)
|
|
(86,835
|
)
|
|
(129,986
|
)
|
|||||
Net income
|
|
$
|
394,172
|
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
|
$
|
176,844
|
|
|
$
|
149,438
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.08
|
|
|
$
|
0.83
|
|
|
$
|
0.54
|
|
|
$
|
0.50
|
|
|
$
|
0.43
|
|
Diluted
|
|
$
|
1.07
|
|
|
$
|
0.82
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|
$
|
0.42
|
|
Weighted average shares(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
363,449,061
|
|
|
360,410,168
|
|
|
353,711,045
|
|
|
351,898,898
|
|
|
349,395,285
|
|
|||||
Diluted
|
|
364,880,303
|
|
|
363,837,940
|
|
|
356,135,089
|
|
|
355,942,921
|
|
|
355,380,111
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,181,451
|
|
|
$
|
1,061,808
|
|
|
$
|
994,500
|
|
|
$
|
899,349
|
|
|
$
|
447,490
|
|
Net cash used in investing activities
|
|
(723,430
|
)
|
|
(886,871
|
)
|
|
(950,418
|
)
|
|
(1,116,954
|
)
|
|
(1,294,275
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(33,001
|
)
|
|
971,814
|
|
|
(176,932
|
)
|
|
449,038
|
|
|
74,525
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents & short-term investments
|
|
$
|
2,613,292
|
|
|
$
|
2,243,254
|
|
|
$
|
1,171,393
|
|
|
$
|
1,154,313
|
|
|
$
|
697,951
|
|
Property and equipment, net
|
|
4,292,061
|
|
|
4,017,999
|
|
|
3,659,445
|
|
|
3,252,213
|
|
|
2,847,751
|
|
|||||
Total assets
|
|
10,189,415
|
|
|
9,482,931
|
|
|
7,918,580
|
|
|
7,386,017
|
|
|
6,422,148
|
|
|||||
Long-term debt (including current maturities)
|
|
4,760,752
|
|
|
4,744,481
|
|
|
3,779,283
|
|
|
3,645,275
|
|
|
3,074,992
|
|
|||||
Stockholders' equity
|
|
3,358,907
|
|
|
2,927,600
|
|
|
2,541,576
|
|
|
2,288,142
|
|
|
2,034,323
|
|
(1
|
)
|
See Note 16 to the consolidated financial statements included elsewhere in this report for an explanation of the calculation of basic and diluted net income per common share. The calculation of basic and diluted net income per common share for the year ended December 31, 2008 and 2009 is not included in Note 16 to the consolidated financial statements.
|
|
|
Year Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
|
60.00
|
%
|
|
49.88
|
%
|
||
Risk-free interest rate
|
|
0.81
|
%
|
|
2.06
|
%
|
||
Expected lives in years
|
|
5.00
|
|
|
5.00
|
|
||
Weighted-average fair value of options:
|
|
|
|
|
||||
Granted at fair value
|
|
$
|
4.84
|
|
|
$
|
6.49
|
|
Weighted-average exercise price of options:
|
|
|
|
|
||||
Granted at fair value
|
|
$
|
9.52
|
|
|
$
|
14.37
|
|
•
|
Cell Site Costs.
We incur expenses for the rent of cell sites, network facilities, engineering operations, field technicians and related utility and maintenance charges.
|
•
|
Interconnection Costs.
We pay other communications companies and third-party providers for leased facilities and usage-based charges for transporting and terminating network traffic from our cell sites and switching centers. We have pre-negotiated rates for transport and termination of calls originated by our customers, including negotiated interconnection agreements with relevant exchange carriers in each of our service areas.
|
•
|
Variable Long Distance.
We pay charges to other communications companies for long distance service provided to our customers. These variable charges are based on our customers’ usage, applied at pre-negotiated rates with the long distance carriers.
|
•
|
Roaming Costs.
We pay charges to other wireless broadband mobile carriers for roaming services so our customers can receive wireless broadband mobile service when they travel outside our own network service area.
|
•
|
Customer Support.
We pay charges to nationally recognized third-party providers for customer care, billing and payment processing services.
|
MetroPCS Customer Statistics
|
|
Net Additions
(Losses)
|
|
Customers
|
|
|
(In 000s)
|
||
2010
|
|
|
|
|
Q1
|
|
691
|
|
7,331
|
Q2
|
|
303
|
|
7,634
|
Q3
|
|
223
|
|
7,857
|
Q4
|
|
298
|
|
8,155
|
2011
|
|
|
|
|
Q1
|
|
726
|
|
8,881
|
Q2
|
|
199
|
|
9,080
|
Q3
|
|
69
|
|
9,149
|
Q4
|
|
198
|
|
9,347
|
2012
|
|
|
|
|
Q1
|
|
131
|
|
9,478
|
Q2
|
|
(186)
|
|
9,292
|
Q3
|
|
(312)
|
|
8,980
|
Q4
|
|
(93)
|
|
8,887
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2012
|
|
2011
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
REVENUES:
|
|
|
|
|
|
|
|||||
Service revenues
|
|
$
|
4,539,777
|
|
|
$
|
4,428,208
|
|
|
3
|
%
|
Equipment revenues
|
|
561,501
|
|
|
419,174
|
|
|
34
|
%
|
||
Total revenues
|
|
5,101,278
|
|
|
4,847,382
|
|
|
5
|
%
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
||||
Cost of service (excluding depreciation and amortization disclosed separately below)(1)
|
|
1,490,227
|
|
|
1,473,836
|
|
|
1
|
%
|
||
Cost of equipment
|
|
1,439,824
|
|
|
1,439,595
|
|
|
—
|
%
|
||
Selling, general and administrative expenses (excluding depreciation and amortization disclosed separately below)(1)
|
|
696,789
|
|
|
643,959
|
|
|
8
|
%
|
||
Depreciation and amortization
|
|
641,425
|
|
|
538,835
|
|
|
19
|
%
|
||
Loss on disposal of assets
|
|
9,044
|
|
|
3,619
|
|
|
150
|
%
|
||
Total operating expenses
|
|
4,277,309
|
|
|
4,099,844
|
|
|
4
|
%
|
||
Income from operations
|
|
$
|
823,969
|
|
|
$
|
747,538
|
|
|
10
|
%
|
(1)
|
Cost of service and selling, general and administrative expenses include stock-based compensation expense. For the year ended December 31, 2012, cost of service includes $3.0 million and selling, general and administrative expenses includes $35.0 million of stock-based compensation expense. For the year ended December 31, 2011, cost of service includes $3.5 million and selling, general and administrative expenses includes $38.3 million of stock-based compensation expense.
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2012
|
|
2011
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Interest expense
|
|
$
|
275,494
|
|
|
$
|
261,073
|
|
|
6
|
%
|
Gain on settlement
|
|
52,500
|
|
|
—
|
|
|
100
|
%
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
9,536
|
|
|
(100
|
%)
|
||
Provision for income taxes
|
|
213,286
|
|
|
178,346
|
|
|
20
|
%
|
||
Net income
|
|
394,172
|
|
|
301,310
|
|
|
31
|
%
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2011
|
|
2010
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
REVENUES:
|
|
|
|
|
|
|
|||||
Service revenues
|
|
$
|
4,428,208
|
|
|
$
|
3,689,695
|
|
|
20
|
%
|
Equipment revenues
|
|
419,174
|
|
|
379,658
|
|
|
10
|
%
|
||
Total revenues
|
|
4,847,382
|
|
|
4,069,353
|
|
|
19
|
%
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|||||
Cost of service (excluding depreciation and amortization disclosed separately below)(1)
|
|
1,473,836
|
|
|
1,223,931
|
|
|
20
|
%
|
||
Cost of equipment
|
|
1,439,595
|
|
|
1,093,944
|
|
|
32
|
%
|
||
Selling, general and administrative expenses (excluding depreciation and amortization disclosed separately below)(1)
|
|
643,959
|
|
|
621,660
|
|
|
4
|
%
|
||
Depreciation and amortization
|
|
538,835
|
|
|
449,732
|
|
|
20
|
%
|
||
Loss (gain) on disposal of assets
|
|
3,619
|
|
|
(38,812
|
)
|
|
(109
|
%)
|
||
Total operating expenses
|
|
4,099,844
|
|
|
3,350,455
|
|
|
22
|
%
|
||
Income from operations
|
|
$
|
747,538
|
|
|
$
|
718,898
|
|
|
4
|
%
|
(1)
|
Cost of service and selling, general and administrative expenses include stock-based compensation expense. For the year ended December 31, 2011, cost of service includes $3.5 million and selling, general and administrative expenses includes $38.3 million of stock-based compensation expense. For the year ended December 31, 2010, cost of service includes $3.5 million and selling, general and administrative expenses includes $43.0 million of stock-based compensation expense.
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2011
|
|
2010
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Interest expense
|
|
$
|
261,073
|
|
|
$
|
263,125
|
|
|
(1
|
%)
|
Loss on extinguishment of debt
|
|
9,536
|
|
|
143,626
|
|
|
(93
|
%)
|
||
Provision for income taxes
|
|
178,346
|
|
|
118,879
|
|
|
50
|
%
|
||
Net income
|
|
301,310
|
|
|
193,415
|
|
|
56
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Customers:
|
|
|
|
|
|
|
||||||
End of period
|
|
8,886,723
|
|
|
9,346,659
|
|
|
8,155,110
|
|
|||
Net (losses) additions
|
|
(459,936
|
)
|
|
1,191,549
|
|
|
1,515,586
|
|
|||
Churn:
|
|
|
|
|
|
|
||||||
Average monthly rate
|
|
3.4
|
%
|
|
3.8
|
%
|
|
3.6
|
%
|
|||
ARPU
|
|
$
|
40.63
|
|
|
$
|
40.57
|
|
|
$
|
39.79
|
|
CPGA
|
|
$
|
216.15
|
|
|
$
|
173.11
|
|
|
$
|
157.26
|
|
CPU
|
|
$
|
20.38
|
|
|
$
|
19.56
|
|
|
$
|
18.49
|
|
Adjusted EBITDA (in thousands)
|
|
$
|
1,512,412
|
|
|
$
|
1,331,783
|
|
|
$
|
1,176,355
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||||||||||
Customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
End of period
|
|
8,881,055
|
|
|
9,079,865
|
|
|
9,149,249
|
|
|
9,346,659
|
|
|
9,478,313
|
|
|
9,292,251
|
|
|
8,979,960
|
|
|
8,886,723
|
|
||||||||
Net additions (losses)
|
|
725,945
|
|
|
198,810
|
|
|
69,384
|
|
|
197,410
|
|
|
131,654
|
|
|
(186,062
|
)
|
|
(312,291
|
)
|
|
(93,237
|
)
|
||||||||
Churn:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Average monthly rate
|
|
3.1
|
%
|
|
3.9
|
%
|
|
4.5
|
%
|
|
3.7
|
%
|
|
3.1
|
%
|
|
3.4
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
||||||||
ARPU
|
|
$
|
40.42
|
|
|
$
|
40.49
|
|
|
$
|
40.80
|
|
|
$
|
40.55
|
|
|
$
|
40.56
|
|
|
$
|
40.62
|
|
|
$
|
40.50
|
|
|
$
|
40.86
|
|
CPGA
|
|
$
|
157.28
|
|
|
$
|
177.88
|
|
|
$
|
193.95
|
|
|
$
|
165.79
|
|
|
$
|
235.45
|
|
|
$
|
190.53
|
|
|
$
|
202.24
|
|
|
$
|
228.04
|
|
CPU
|
|
$
|
19.79
|
|
|
$
|
18.94
|
|
|
$
|
19.52
|
|
|
$
|
20.00
|
|
|
$
|
22.87
|
|
|
$
|
18.40
|
|
|
$
|
18.38
|
|
|
$
|
21.91
|
|
Adjusted EBITDA (in thousands)
|
|
$
|
285,211
|
|
|
$
|
357,293
|
|
|
$
|
327,321
|
|
|
$
|
361,958
|
|
|
$
|
262,362
|
|
|
$
|
476,689
|
|
|
$
|
466,035
|
|
|
$
|
307,326
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands, except average number of customers and ARPU)
|
||||||||||
Calculation of Average Revenue Per User (ARPU):
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
4,539,777
|
|
|
$
|
4,428,208
|
|
|
$
|
3,689,695
|
|
Add: Impact to service revenues of promotional activity
|
|
—
|
|
|
—
|
|
|
778
|
|
|||
Less: Pass through charges
|
|
(56,109
|
)
|
|
(81,060
|
)
|
|
(91,167
|
)
|
|||
Net service revenues
|
|
$
|
4,483,668
|
|
|
$
|
4,347,148
|
|
|
$
|
3,599,306
|
|
Divided by: Average number of customers
|
|
9,195,522
|
|
|
8,929,898
|
|
|
7,538,895
|
|
|||
ARPU
|
|
$
|
40.63
|
|
|
$
|
40.57
|
|
|
$
|
39.79
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands, except average number of customers and ARPU)
|
||||||||||||||
Calculation of Average Revenue Per User (ARPU):
|
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
$
|
1,050,217
|
|
|
$
|
1,113,292
|
|
|
$
|
1,131,054
|
|
|
$
|
1,133,645
|
|
Less: Pass through charges
|
|
(21,275
|
)
|
|
(20,735
|
)
|
|
(19,785
|
)
|
|
(19,264
|
)
|
||||
Net service revenues
|
|
$
|
1,028,942
|
|
|
$
|
1,092,557
|
|
|
$
|
1,111,269
|
|
|
$
|
1,114,381
|
|
Divided by: Average number of customers
|
|
8,485,035
|
|
|
8,994,405
|
|
|
9,079,982
|
|
|
9,160,172
|
|
||||
ARPU
|
|
$
|
40.42
|
|
|
$
|
40.49
|
|
|
$
|
40.80
|
|
|
$
|
40.55
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
|
|
(in thousands, except average number of customers and ARPU)
|
||||||||||||||
Calculation of Average Revenue Per User (ARPU):
|
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
$
|
1,158,779
|
|
|
$
|
1,158,942
|
|
|
$
|
1,121,957
|
|
|
$
|
1,100,099
|
|
Less: Pass through charges
|
|
(16,504
|
)
|
|
(15,645
|
)
|
|
(12,507
|
)
|
|
(11,453
|
)
|
||||
Net service revenues
|
|
$
|
1,142,275
|
|
|
$
|
1,143,297
|
|
|
$
|
1,109,450
|
|
|
$
|
1,088,646
|
|
Divided by: Average number of customers
|
|
9,388,465
|
|
|
9,381,638
|
|
|
9,131,181
|
|
|
8,880,803
|
|
||||
ARPU
|
|
$
|
40.56
|
|
|
$
|
40.62
|
|
|
$
|
40.50
|
|
|
$
|
40.86
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands, except gross customer additions and CPGA)
|
||||||||||
Calculation of Cost Per Gross Addition (CPGA):
|
|
|
|
|
|
|
||||||
Selling expenses
|
|
$
|
347,819
|
|
|
$
|
342,019
|
|
|
$
|
330,593
|
|
Less: Equipment revenues
|
|
(561,501
|
)
|
|
(419,174
|
)
|
|
(379,658
|
)
|
|||
Add: Impact to service revenues of promotional activity
|
|
—
|
|
|
—
|
|
|
778
|
|
|||
Add: Equipment revenue not associated with new customers
|
|
402,326
|
|
|
261,271
|
|
|
225,115
|
|
|||
Add: Cost of equipment
|
|
1,439,824
|
|
|
1,439,595
|
|
|
1,093,944
|
|
|||
Less: Equipment costs not associated with new customers
|
|
(906,344
|
)
|
|
(704,257
|
)
|
|
(520,972
|
)
|
|||
Gross addition expenses
|
|
$
|
722,124
|
|
|
$
|
919,454
|
|
|
$
|
749,800
|
|
Divided by: Gross customer additions
|
|
3,340,891
|
|
|
5,311,276
|
|
|
4,768,011
|
|
|||
CPGA
|
|
$
|
216.15
|
|
|
$
|
173.11
|
|
|
$
|
157.26
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands, except gross customer additions and CPGA)
|
||||||||||||||
Calculation of Cost Per Gross Addition (CPGA):
|
|
|
|
|
|
|
|
|
||||||||
Selling expenses
|
|
$
|
91,863
|
|
|
$
|
78,522
|
|
|
$
|
88,702
|
|
|
$
|
82,933
|
|
Less: Equipment revenues
|
|
(144,160
|
)
|
|
(96,161
|
)
|
|
(74,334
|
)
|
|
(104,519
|
)
|
||||
Add: Equipment revenue not associated with new customers
|
|
75,234
|
|
|
59,355
|
|
|
58,026
|
|
|
68,655
|
|
||||
Add: Cost of equipment
|
|
409,262
|
|
|
342,534
|
|
|
343,473
|
|
|
344,326
|
|
||||
Less: Equipment costs not associated with new customers
|
|
(192,202
|
)
|
|
(159,931
|
)
|
|
(163,610
|
)
|
|
(188,514
|
)
|
||||
Gross addition expenses
|
|
$
|
239,997
|
|
|
$
|
224,319
|
|
|
$
|
252,257
|
|
|
$
|
202,881
|
|
Divided by: Gross customer additions
|
|
1,525,880
|
|
|
1,261,091
|
|
|
1,300,611
|
|
|
1,223,694
|
|
||||
CPGA
|
|
$
|
157.28
|
|
|
$
|
177.88
|
|
|
$
|
193.95
|
|
|
$
|
165.79
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
|
|
(in thousands, except gross customer additions and CPGA)
|
||||||||||||||
Calculation of Cost Per Gross Addition (CPGA):
|
|
|
|
|
|
|
|
|
||||||||
Selling expenses
|
|
$
|
95,541
|
|
|
$
|
79,170
|
|
|
$
|
78,770
|
|
|
$
|
94,338
|
|
Less: Equipment revenues
|
|
(117,811
|
)
|
|
(122,238
|
)
|
|
(137,203
|
)
|
|
(184,249
|
)
|
||||
Add: Equipment revenue not associated with new customers
|
|
94,069
|
|
|
84,581
|
|
|
96,911
|
|
|
126,765
|
|
||||
Add: Cost of equipment
|
|
458,864
|
|
|
277,922
|
|
|
265,940
|
|
|
437,098
|
|
||||
Less: Equipment costs not associated with new customers
|
|
(294,829
|
)
|
|
(170,565
|
)
|
|
(164,521
|
)
|
|
(276,429
|
)
|
||||
Gross addition expenses
|
|
$
|
235,834
|
|
|
$
|
148,870
|
|
|
$
|
139,897
|
|
|
$
|
197,523
|
|
Divided by: Gross customer additions
|
|
1,001,636
|
|
|
781,349
|
|
|
691,736
|
|
|
866,170
|
|
||||
CPGA
|
|
$
|
235.45
|
|
|
$
|
190.53
|
|
|
$
|
202.24
|
|
|
$
|
228.04
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands, except average number of customers and CPU)
|
||||||||||
Calculation of Cost Per User (CPU):
|
|
|
|
|
|
|
||||||
Cost of service
|
|
$
|
1,490,227
|
|
|
$
|
1,473,836
|
|
|
$
|
1,223,931
|
|
Add: General and administrative expense
|
|
348,970
|
|
|
301,940
|
|
|
291,067
|
|
|||
Add: Net loss on equipment transactions unrelated to initial customer acquisition
|
|
504,018
|
|
|
442,986
|
|
|
295,857
|
|
|||
Less: Stock-based compensation expense included in cost of service and general and administrative expense
|
|
(37,974
|
)
|
|
(41,791
|
)
|
|
(46,537
|
)
|
|||
Less: Pass through charges
|
|
(56,109
|
)
|
|
(81,060
|
)
|
|
(91,167
|
)
|
|||
Total costs used in the calculation of CPU
|
|
$
|
2,249,132
|
|
|
$
|
2,095,911
|
|
|
$
|
1,673,151
|
|
Divided by: Average number of customers
|
|
9,195,522
|
|
|
8,929,898
|
|
|
7,538,895
|
|
|||
CPU
|
|
$
|
20.38
|
|
|
$
|
19.56
|
|
|
$
|
18.49
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands, except average number of customers and CPU)
|
||||||||||||||
Calculation of Cost Per User (CPU):
|
|
|
|
|
|
|
|
|
||||||||
Cost of service
|
|
$
|
341,417
|
|
|
$
|
366,030
|
|
|
$
|
382,033
|
|
|
$
|
384,356
|
|
Add: General and administrative expense
|
|
77,908
|
|
|
76,034
|
|
|
73,757
|
|
|
74,240
|
|
||||
Add: Net loss on equipment transactions unrelated to initial customer acquisition
|
|
116,968
|
|
|
100,576
|
|
|
105,584
|
|
|
119,859
|
|
||||
Less: Stock-based compensation expense included in cost of service and general and administrative expense
|
|
(11,284
|
)
|
|
(10,960
|
)
|
|
(9,898
|
)
|
|
(9,649
|
)
|
||||
Less: Pass through charges
|
|
(21,275
|
)
|
|
(20,735
|
)
|
|
(19,785
|
)
|
|
(19,264
|
)
|
||||
Total costs used in the calculation of CPU
|
|
$
|
503,734
|
|
|
$
|
510,945
|
|
|
$
|
531,691
|
|
|
$
|
549,542
|
|
Divided by: Average number of customers
|
|
8,485,035
|
|
|
8,994,405
|
|
|
9,079,982
|
|
|
9,160,172
|
|
||||
CPU
|
|
$
|
19.79
|
|
|
$
|
18.94
|
|
|
$
|
19.52
|
|
|
$
|
20.00
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
|
|
(in thousands, except average number of customers and CPU)
|
||||||||||||||
Calculation of Cost Per User (CPU):
|
|
|
|
|
|
|
|
|
||||||||
Cost of service
|
|
$
|
388,927
|
|
|
$
|
368,418
|
|
|
$
|
373,032
|
|
|
$
|
359,850
|
|
Add: General and administrative expense
|
|
81,052
|
|
|
88,324
|
|
|
84,639
|
|
|
94,954
|
|
||||
Add: Net loss on equipment transactions unrelated to initial customer acquisition
|
|
200,760
|
|
|
85,984
|
|
|
67,610
|
|
|
149,664
|
|
||||
Less: Stock-based compensation expense included in cost of service and general and administrative expense
|
|
(10,156
|
)
|
|
(9,343
|
)
|
|
(9,256
|
)
|
|
(9,218
|
)
|
||||
Less: Pass through charges
|
|
(16,504
|
)
|
|
(15,645
|
)
|
|
(12,507
|
)
|
|
(11,453
|
)
|
||||
Total costs used in the calculation of CPU
|
|
$
|
644,079
|
|
|
$
|
517,738
|
|
|
$
|
503,518
|
|
|
$
|
583,797
|
|
Divided by: Average number of customers
|
|
9,388,465
|
|
|
9,381,638
|
|
|
9,131,181
|
|
|
8,880,803
|
|
||||
CPU
|
|
$
|
22.87
|
|
|
$
|
18.40
|
|
|
$
|
18.38
|
|
|
$
|
21.91
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Calculation of Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
394,172
|
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
Adjustments:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
641,425
|
|
|
538,835
|
|
|
449,732
|
|
|||
Loss (gain) on disposal of assets
|
|
9,044
|
|
|
3,619
|
|
|
(38,812
|
)
|
|||
Stock-based compensation expense
|
|
37,974
|
|
|
41,791
|
|
|
46,537
|
|
|||
Interest expense
|
|
275,494
|
|
|
261,073
|
|
|
263,125
|
|
|||
Interest income
|
|
(1,603
|
)
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|||
Other (income) expense, net
|
|
(4,880
|
)
|
|
(699
|
)
|
|
1,807
|
|
|||
Gain on settlement
|
|
(52,500
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
9,536
|
|
|
143,626
|
|
|||
Provision for income taxes
|
|
213,286
|
|
|
178,346
|
|
|
118,879
|
|
|||
Adjusted EBITDA
|
|
$
|
1,512,412
|
|
|
$
|
1,331,783
|
|
|
$
|
1,176,355
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Calculation of Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
56,378
|
|
|
$
|
84,335
|
|
|
$
|
69,326
|
|
|
$
|
91,271
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
128,695
|
|
|
134,525
|
|
|
139,309
|
|
|
136,306
|
|
||||
(Gain) loss on disposal of assets
|
|
(105
|
)
|
|
1,553
|
|
|
1,283
|
|
|
888
|
|
||||
Stock-based compensation expense
|
|
11,284
|
|
|
10,960
|
|
|
9,898
|
|
|
9,649
|
|
||||
Interest expense
|
|
56,561
|
|
|
66,980
|
|
|
69,511
|
|
|
68,021
|
|
||||
Interest income
|
|
(515
|
)
|
|
(511
|
)
|
|
(531
|
)
|
|
(471
|
)
|
||||
Other (income) expense, net
|
|
(255
|
)
|
|
(186
|
)
|
|
(93
|
)
|
|
(164
|
)
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
9,536
|
|
|
—
|
|
|
—
|
|
||||
Provision for income taxes
|
|
33,168
|
|
|
50,101
|
|
|
38,618
|
|
|
56,458
|
|
||||
Adjusted EBITDA
|
|
$
|
285,211
|
|
|
$
|
357,293
|
|
|
$
|
327,321
|
|
|
$
|
361,958
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Calculation of Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
21,004
|
|
|
$
|
148,835
|
|
|
$
|
192,667
|
|
|
$
|
31,666
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
152,819
|
|
|
153,351
|
|
|
163,089
|
|
|
172,166
|
|
||||
Loss on disposal of assets
|
|
1,120
|
|
|
2,047
|
|
|
1,452
|
|
|
4,426
|
|
||||
Stock-based compensation expense
|
|
10,156
|
|
|
9,343
|
|
|
9,256
|
|
|
9,218
|
|
||||
Interest expense
|
|
70,083
|
|
|
69,486
|
|
|
66,655
|
|
|
69,270
|
|
||||
Interest income
|
|
(375
|
)
|
|
(374
|
)
|
|
(460
|
)
|
|
(395
|
)
|
||||
Other (income) expense, net
|
|
(103
|
)
|
|
(210
|
)
|
|
(105
|
)
|
|
(4,462
|
)
|
||||
Gain on settlement
|
|
—
|
|
|
—
|
|
|
(52,500
|
)
|
|
—
|
|
||||
Provision for income taxes
|
|
7,658
|
|
|
94,211
|
|
|
85,981
|
|
|
25,437
|
|
||||
Adjusted EBITDA
|
|
$
|
262,362
|
|
|
$
|
476,689
|
|
|
$
|
466,035
|
|
|
$
|
307,326
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
1,181,451
|
|
|
$
|
1,061,808
|
|
|
$
|
994,500
|
|
Adjustments:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
275,494
|
|
|
261,073
|
|
|
263,125
|
|
|||
Non-cash interest expense
|
|
(7,509
|
)
|
|
(6,595
|
)
|
|
(13,264
|
)
|
|||
Interest income
|
|
(1,603
|
)
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|||
Other (income) expense, net
|
|
(4,880
|
)
|
|
(699
|
)
|
|
1,807
|
|
|||
Other non-cash expense
|
|
—
|
|
|
—
|
|
|
(1,929
|
)
|
|||
Provision for uncollectible accounts receivable
|
|
(3,256
|
)
|
|
(518
|
)
|
|
(2
|
)
|
|||
Deferred rent expense
|
|
(16,476
|
)
|
|
(18,828
|
)
|
|
(21,080
|
)
|
|||
Cost of abandoned cell sites
|
|
(2,331
|
)
|
|
(1,099
|
)
|
|
(2,633
|
)
|
|||
Gain on maturity or sale of investments
|
|
7,137
|
|
|
493
|
|
|
566
|
|
|||
Accretion of asset retirement obligations
|
|
(6,626
|
)
|
|
(5,224
|
)
|
|
(3,063
|
)
|
|||
Provision for income taxes
|
|
213,286
|
|
|
178,346
|
|
|
118,879
|
|
|||
Deferred income taxes
|
|
(216,808
|
)
|
|
(174,617
|
)
|
|
(115,478
|
)
|
|||
Changes in working capital
|
|
94,533
|
|
|
39,671
|
|
|
(43,119
|
)
|
|||
Adjusted EBITDA
|
|
$
|
1,512,412
|
|
|
$
|
1,331,783
|
|
|
$
|
1,176,355
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
138,313
|
|
|
$
|
343,786
|
|
|
$
|
271,560
|
|
|
$
|
308,149
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
56,561
|
|
|
66,980
|
|
|
69,511
|
|
|
68,021
|
|
||||
Non-cash interest expense
|
|
(1,993
|
)
|
|
(2,022
|
)
|
|
(2,125
|
)
|
|
(454
|
)
|
||||
Interest income
|
|
(515
|
)
|
|
(511
|
)
|
|
(531
|
)
|
|
(471
|
)
|
||||
Other (income) expense, net
|
|
(255
|
)
|
|
(186
|
)
|
|
(93
|
)
|
|
(164
|
)
|
||||
Provision for uncollectible accounts receivable
|
|
(166
|
)
|
|
(95
|
)
|
|
(121
|
)
|
|
(137
|
)
|
||||
Deferred rent expense
|
|
(4,094
|
)
|
|
(3,738
|
)
|
|
(5,626
|
)
|
|
(5,278
|
)
|
||||
Cost of abandoned cell sites
|
|
(56
|
)
|
|
(323
|
)
|
|
(270
|
)
|
|
(450
|
)
|
||||
Gain on maturity or sale of investments
|
|
168
|
|
|
151
|
|
|
122
|
|
|
52
|
|
||||
Accretion of asset retirement obligations
|
|
(1,313
|
)
|
|
(1,449
|
)
|
|
(1,436
|
)
|
|
(1,026
|
)
|
||||
Provision for income taxes
|
|
33,168
|
|
|
50,101
|
|
|
38,618
|
|
|
56,458
|
|
||||
Deferred income taxes
|
|
(32,257
|
)
|
|
(49,138
|
)
|
|
(37,895
|
)
|
|
(55,327
|
)
|
||||
Changes in working capital
|
|
97,650
|
|
|
(46,263
|
)
|
|
(4,393
|
)
|
|
(7,415
|
)
|
||||
Adjusted EBITDA
|
|
$
|
285,211
|
|
|
$
|
357,293
|
|
|
$
|
327,321
|
|
|
$
|
361,958
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
136,904
|
|
|
$
|
319,665
|
|
|
$
|
391,898
|
|
|
$
|
332,983
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
70,083
|
|
|
69,486
|
|
|
66,655
|
|
|
69,270
|
|
||||
Non-cash interest expense
|
|
(1,831
|
)
|
|
(1,833
|
)
|
|
(1,899
|
)
|
|
(1,946
|
)
|
||||
Interest income
|
|
(375
|
)
|
|
(374
|
)
|
|
(460
|
)
|
|
(395
|
)
|
||||
Other (income) expense, net
|
|
(103
|
)
|
|
(210
|
)
|
|
(105
|
)
|
|
(4,462
|
)
|
||||
Recovery of (provision for) uncollectible accounts receivable
|
|
107
|
|
|
(3,345
|
)
|
|
82
|
|
|
(100
|
)
|
||||
Deferred rent expense
|
|
(4,792
|
)
|
|
(4,582
|
)
|
|
(4,058
|
)
|
|
(3,044
|
)
|
||||
Cost of abandoned cell sites
|
|
(423
|
)
|
|
(518
|
)
|
|
(417
|
)
|
|
(974
|
)
|
||||
Gain on maturity or sale of investments
|
|
37
|
|
|
27
|
|
|
89
|
|
|
6,983
|
|
||||
Accretion of asset retirement obligations
|
|
(1,588
|
)
|
|
(1,630
|
)
|
|
(1,681
|
)
|
|
(1,726
|
)
|
||||
Provision for income taxes
|
|
7,658
|
|
|
94,211
|
|
|
85,981
|
|
|
25,437
|
|
||||
Deferred income taxes
|
|
(14,357
|
)
|
|
(92,880
|
)
|
|
(84,005
|
)
|
|
(25,566
|
)
|
||||
Changes in working capital
|
|
71,042
|
|
|
98,672
|
|
|
13,955
|
|
|
(89,134
|
)
|
||||
Adjusted EBITDA
|
|
$
|
262,362
|
|
|
$
|
476,689
|
|
|
$
|
466,035
|
|
|
$
|
307,326
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less
Than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More
Than
5 Years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current portion
|
|
$
|
4,446,526
|
|
|
$
|
25,390
|
|
|
$
|
50,780
|
|
|
$
|
972,856
|
|
|
$
|
3,397,500
|
|
Interest expense on long-term debt
(1)
|
|
1,438,125
|
|
|
257,333
|
|
|
485,185
|
|
|
435,906
|
|
|
259,701
|
|
|||||
Purchase obligations
(2)
|
|
144,077
|
|
|
135,406
|
|
|
4,267
|
|
|
4,404
|
|
|
—
|
|
|||||
Handset purchase obligations
|
|
74,486
|
|
|
74,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contractual tax obligations
(3)
|
|
3,311
|
|
|
3,311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other contractual obligations (4)
|
|
206,457
|
|
|
46,718
|
|
|
83,776
|
|
|
75,963
|
|
|
—
|
|
|||||
Capital lease obligations
|
|
569,870
|
|
|
40,411
|
|
|
84,458
|
|
|
89,528
|
|
|
355,473
|
|
|||||
Operating leases
|
|
2,434,185
|
|
|
366,202
|
|
|
726,661
|
|
|
642,765
|
|
|
698,557
|
|
|||||
Total cash contractual obligations
|
|
$
|
9,317,037
|
|
|
$
|
949,257
|
|
|
$
|
1,435,127
|
|
|
$
|
2,221,422
|
|
|
$
|
4,711,231
|
|
(1)
|
Interest expense on long-term debt includes future interest payments on outstanding obligations under our Senior Secured Credit Facility, 7
7
/8% Senior Notes and the 6
5
/8% Senior Notes. The Senior Secured Credit Facility bears interest at a floating rate tied to a fixed spread to LIBOR. The interest expense for the Senior Secured Credit Facility presented in this table is based on rates at December 31, 2012 and includes the impact of our interest rate protection agreements.
|
(2)
|
Includes expected commitments for future capital lease obligations and purchases of network equipment.
|
(3)
|
Represents the liability reported in accordance with the provisions of ASC 740 (Topic 740, “Income Taxes”). For further information related to unrecognized tax benefits, see Note 15, “Income Taxes,” to the consolidated financial statements included in this report.
|
(4)
|
Includes various broadband services, sponsorship and managed service agreements with various vendors.
|
Name
|
|
Age
|
|
Position
|
Roger D. Linquist
|
|
74
|
|
Chairman of the Board of Directors and Class I Director
|
Arthur C. Patterson
|
|
69
|
|
Class I Director
|
W. Michael Barnes
|
|
70
|
|
Class II Director
|
John (Jack) F. Callahan, Jr.
|
|
54
|
|
Class II Director
|
C. Kevin Landry
|
|
68
|
|
Class III Director
|
James N. Perry, Jr.
|
|
52
|
|
Class III Director
|
Name
|
|
Age
|
|
Position
|
Roger D. Linquist
|
|
74
|
|
Chief Executive Officer
|
Thomas C. Keys
|
|
54
|
|
President and Chief Operating Officer
|
J. Braxton Carter
|
|
54
|
|
Vice Chairman and Chief Financial Officer
|
Mark A. Stachiw
|
|
51
|
|
Vice Chairman, General Counsel and Secretary
|
Dennis T. Currier
|
|
44
|
|
Senior Vice President, Human Resources
|
Christine B. Kornegay
|
|
49
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
Malcolm M. Lorang
|
|
79
|
|
Senior Vice President and Chief Technology Officer
|
•
|
We have an appropriate pay philosophy and market positioning for our executive compensation programs to support our business objectives.
|
•
|
Our compensation programs appropriately balance fixed compensation with short-term and long-term variable compensation such that no single pay element would motivate employees to engage in excessive risk taking.
|
•
|
The characteristics of our annual incentive program design do not lend themselves to excessive risk taking because we base annual incentive awards on:
|
◦
|
Corporate, business unit and individual performance goals based on our annual budget, with a variety of pre-established performance conditions in each category, thus diversifying the risk associated with any single indicator of performance;
|
◦
|
Financial and non-financial performance targets that are objectively determined by measureable and verifiable results; and
|
◦
|
A significant portion of the award is based on the Committee's discretion and its determination of how well the executive officers met their individual performance goals.
|
•
|
Our long-term incentive program encourages employees to focus on our long-term success by providing a mix of restricted stock and options, each of which only reward employees if we meet specified performance goals or our stock price increases. These awards also incorporate pre-established caps to prevent over-payment. We believe that our compensation policies and practices provide the necessary balance and focus for the Company and its executives and rewards the executives if the Company grows and succeeds, while at the same time providing a balanced competitive compensation package which is not reasonably likely to have a material adverse effect on the Company.
|
•
|
The Chairman/CEO is the founder of the Company and has considerable experience in the combined role having served in that role at the Company and at prior companies for over 20 years;
|
•
|
The combined Chairman/CEO role unifies the Company's strategy and allows the Board to hold a single individual responsible for the strategy and performance of the Company;
|
•
|
The Company has separated the President and Chief Operating Officer role from the Chairman so as to allow the Chairman to focus on the strategy of the Company rather than the day-to-day management of the Company;
|
•
|
The Company believes its controls, and the checks and balances provided by the Board, prevent unethical actions and other misdeeds which a separated Chairman/CEO position is intended to prevent;
|
•
|
The combined Chairman/CEO role allows the Company to reduce compensation costs which is necessary as a relatively smaller carrier in the Company's highly competitive industry;
|
•
|
The Company needs a close link between the leadership of the Board and the day-to-day leadership of Company stemming from the Company's need to remain the low cost provider in the wireless industry;
|
•
|
The combined leadership structure streamlines the decision-making process and allows the Company to be nimble in response to competition from larger, more well-financed telecommunications competitors;
|
•
|
The combined role reduces conflict between the Board and management;
|
•
|
The Company's Presiding Director is an independent director and a founding Board member, has served for over 15 years as a director of the Company, holds a significant equity interest in the Company, and is involved in shaping the Board's agenda, presides over all executive sessions of the Board, and acts as a conduit for communications and guidance from the Board to the Chairman/CEO;
|
•
|
The Presiding Director serves on the Compensation Committee acting as a check on compensation recommendations for management and the CEO;
|
•
|
The Presiding Director serves as the Chairman of the Finance and Planning Committee, is on the Compensation and Nominating and Corporate Governance Committees, and is invited to attend all meetings of the Audit Committee, giving him extensive breadth of information, access to all committees and committee members, and exposure to the strategy of the Company and its corporate governance;
|
•
|
All compensation for all officers is reviewed and approved by the entire Board after being recommended by the Compensation Committee, limiting potential abuses which might result from a combined Chairman/CEO role;
|
•
|
The Board, which is composed almost entirely of independent directors and includes a significant number of members affiliated with large investors in the Company, acts as a check and balance on the Chairman/CEO;
|
•
|
There are few personal or other ties between the Chairman/CEO and the other Board members, so Board members can and do modify or veto recommendations of management; and
|
•
|
The independent members of the Board meet regularly in executive session without the Chairman/CEO present.
|
Director
|
Corporate
Governance
|
Executive
Management
|
Accounting
|
Private
Equity
|
Finance
|
Operations
|
Strategy
|
Technology
|
Investor
Relations
|
Telecommunications
Industry Experience
|
Public
Service
|
W. Michael Barnes
|
X
|
X
|
X
|
|
X
|
|
|
X
|
|
|
X
|
John (Jack) F. Callahan, Jr.
|
|
X
|
X
|
|
X
|
|
X
|
|
X
|
|
|
C. Kevin Landry
|
X
|
|
|
X
|
X
|
|
|
X
|
|
|
|
Roger D. Linquist
|
X
|
X
|
|
|
X
|
X
|
X
|
X
|
|
X
|
|
Arthur C. Patterson
|
X
|
|
|
X
|
X
|
|
|
X
|
|
X
|
X
|
James N. Perry, Jr.
|
X
|
|
|
X
|
X
|
|
|
X
|
|
X
|
X
|
•
|
Corporate Governance
: allows the Board to get the benefit of a director's experience on other public boards of directors, assists the Company in having its corporate governance practices be aligned with other public companies, helps the Company determine appropriate governance policies, and assists the Board in making sure that the Board undertakes the responsibilities required of a public company board;
|
•
|
Executive Management
: provides the director with the knowledge and experience of the day-to-day challenges of operating a company which assists the Board in its decision process and ensuring that the Board provides the appropriate oversight and guidance to Company management, including oversight of management's assessment and management of risk;
|
•
|
Accounting
: assists the Board in understanding complex accounting and finance issues which may occur when the Company is required to comply with new accounting standards and rules;
|
•
|
Private Equity
: allows directors to bring to the Board a wealth of experience related to the challenges and opportunities of growth companies, like the Company;
|
•
|
Finance
: assists the Board in evaluating strategic transactions, capital formation and financing activities proposed by management of the Company;
|
•
|
Operations
: gives the director a perspective on how businesses are run from an operational perspective and the execution challenges of various strategic options, and allows the Board to better evaluate strategic and operational initiatives of the Company and the Company's operations;
|
•
|
Strategy
: assists the Board in establishing the Company's strategy and overseeing the Company's execution of the Company's strategy;
|
•
|
Technology
: allows the Director to understand the complex technologies involved in the Company's business and assists the Board in evaluating the Company's technology and technology choices, potentially new alternative or disruptive technologies, and in setting the Company's strategy;
|
•
|
Investor Relations
: assists the Board in understanding the needs of stockholders of a public company and in responding to stockholder contacts;
|
•
|
Telecommunications Industry Experience
: allows the Director to understand the unique challenges and opportunities in the wireless telecommunications industry, to provide input on trends in the industry, to evaluate strategic options, to formulate strategy, and to understand the unique business model of the Company; and
|
•
|
Public Service
: assists the Board and the Company in working with legislators and government regulators, in evaluating strategic options which may require governmental approvals, and allows the Director to understand the regulations in which the Company is required to operate.
|
•
|
The director, or an immediate family of the director, is a director, officer, general partner or large equity holder of a significant customer of, or supplier, to the Company and/or its affiliates of nonprofessional services and goods;
|
•
|
The director, or an immediate family member of the director, is a director, officer, general partner or large equity holder of a significant paid adviser, paid consultant or other paid provider of professional services to the Company or its affiliates, or to any members of senior management of the Company; and
|
•
|
The director, or an immediate family member of the director, is a director, officer or trustee of a charitable or tax-exempt organization to whom the Company, one of its affiliates or any senior management member of the Company or its affiliates makes substantial charitable contributions.
|
•
|
A director who serves as an Interim or acting Chairman and/or Interim or acting Chief Executive Officer of the Company will not be deemed a former employee for the purpose of determining independence and as such, the director will retain his independent status when his service as Interim or acting Chairman or Interim or acting Chief Executive Officer ends;
|
•
|
An otherwise material relationship that is based on having an immediate family member of the director serving as an officer of the Company or an officer of a Company affiliate will be deemed immaterial upon the death or incapacitation of that immediate family member;
|
•
|
An otherwise material relationship that is based on the director's or the director's immediate family member's connection to a significant customer, supplier or provider of the Company or its affiliates, will be deemed immaterial if the Board, in its business judgment, determines that the commercial transactions between the Company or one of its affiliates and the significant customer, supplier or provider were conducted at arm's length in the ordinary course of business and that such a relationship is immaterial in light of all circumstances; or
|
•
|
An otherwise material relationship that is based on the director's immediate family member when the family member is no longer considered an immediate family member.
|
•
|
Mr. Perry is a managing director of Madison Dearborn Partners, LLC, a private equity firm, or Madison Dearborn, which has a fund which holds greater than 5% of our common stock; Mr. Landry is the vice chairman and a managing director of a private equity firm, TA Associates, which has funds that own our common stock; and Mr. Patterson is the managing director of Accel Partners, which has funds which own our common stock.
|
•
|
Messrs. Landry, Perry and Patterson are managing directors of private equity funds with portfolio investments that include companies that do business with the Company in the ordinary course of business and pursuant to agreements that were negotiated at arms-length and which we believe are at market terms.
|
•
|
Mr. Callahan is an executive officer at McGraw-Hill Companies, and in fiscal 2012 the Company paid McGraw-Hill subsidiaries standard fees in connection with ratings of its debt securities (approximately $0.1 million).
|
Audit Committee
|
|
Compensation Committee
|
|
Finance and Planning Committee
|
|
Nominating and Corporate
Governance Committee
|
|
|
|
|
|
|
|
W. Michael Barnes, Chairman
|
|
C. Kevin Landry, Chairman
|
|
Arthur C. Patterson, Chairman
|
|
James N. Perry, Jr., Chairman
|
John (Jack) F. Callahan, Jr.
|
|
W. Michael Barnes
|
|
C. Kevin Landry
|
|
C. Kevin Landry
|
James N. Perry, Jr.
|
|
Arthur C. Patterson
|
|
James N. Perry, Jr.
|
|
Arthur C. Patterson
|
•
|
overseeing, reviewing and evaluating our financial statements, the audits of our financial statements, our accounting and financial reporting processes, the integrity of our financial statements, our disclosure controls and procedures and our internal audit functions;
|
•
|
appointing, compensating, retaining and overseeing our independent registered public accounting firm;
|
•
|
pre-approving permissible audit, audit-related, and non-audit services to be performed by our independent registered public accounting firm, if any, and the fees to be paid in connection therewith;
|
•
|
providing oversight of the Company's management of risks associated with the Company and its operations;
|
•
|
reviewing and recommending to the Board whether to approve material related party transactions involving, or related to, or with a, director and reviewing and approving all other non-material related party transactions;
|
•
|
overseeing our compliance with legal and regulatory requirements and compliance with ethical standards adopted by us;
|
•
|
establishing and maintaining whistleblower procedures;
|
•
|
evaluating periodically our Code of Ethics;
|
•
|
evaluating periodically the charter for the Audit Committee and recommending changes to the Board; and
|
•
|
conducting an annual self-evaluation.
|
•
|
assisting in the process of identifying, recruiting, evaluating, qualifying and nominating candidates for membership on our Board and the committees thereof consistent with criteria approved by the Board;
|
•
|
annually presenting to the Board a list of nominees recommended for election to the Board at the annual meeting of stockholders;
|
•
|
developing processes regarding the consideration of director candidates recommended by stockholders and stockholder communications with our Board;
|
•
|
review and recommend whether individuals serving on the board or any committees are qualified to serve, satisfied eligibility requirements and the Company's and NYSE independence requirements;
|
•
|
reviewing certain material related party transactions involving or related to a director and recommending to the Board whether approval of such transaction would cause a director not to be independent or not to be an outside director under our Corporate Governance Guidelines, the listing standards of the NYSE, or applicable law;
|
•
|
reviewing and recommending to the Board the formation or dissolution of any committee of the Board and developing, reviewing, and recommending charters for committees of the Board;
|
•
|
to recommend to the Board the annual voting and record date for the annual meeting of stockholders of the Company;
|
•
|
conducting an annual self-evaluation and assisting our Board and our other committees of the Board in the conduct of their annual self-evaluations;
|
•
|
developing and recommending corpor
ate governance principles; and
|
•
|
review the Company's position and practices on significant issues of corporate public responsibility.
|
•
|
the provision of other services to the issuer by the person that employs the compensation consultant, legal counsel or other adviser;
|
•
|
the amount of fees received from the issuer by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or adviser;
|
•
|
the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
|
•
|
any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the compensation committee;
|
•
|
any stock of the issuer owned by the compensation consultant, legal counsel or other adviser; and
|
•
|
any business or personal relationships between the executive officers of the issuer and the compensation adviser or the person employing the adviser.
|
•
|
developing and reviewing general policy relating to compensation practices, compensation and benefits;
|
•
|
reviewing and evaluating the compensation discussion and analysis prepared by management and recommending its adoption by the Board;
|
•
|
reviewing and approving the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the performance of the Company's Chief Executive Officer and reviewing and making recommendations to our Board concerning the agreements, plans, benefits, policies and programs of the Company to compensate our Chief Executive Officer, our non-employee directors and our other corporate officers, including the named executive officers;
|
•
|
administering our long-term incentive plans, including awarding options to acquire Common Stock of the Company, or options, and restricted stock for non-officers subject to guidelines approved by the Board and recommending the award of options and restricted stock to the Company's officers and directors;
|
•
|
act as plan administrator for the Amended and Restated MetroPCS Communications, Inc. 2004 Equity Compensation Plan, or 2004 Plan, and the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan, or 2010 Plan and provide oversight of the 401(k) plan;
|
•
|
preparing an executive compensation report for publication in our annual Proxy Statement;
|
•
|
deciding whether to retain a compensation consultant and establishing and administering a policy to ensure that compensation consultants and other advisors are independent;
|
•
|
conducting an annual self-evaluation;
|
•
|
review annually plans for succession of senior officers; and
|
•
|
review and recommend submission of executive compensation matters to the Company's stockholders, including advisory votes on executive pay.
|
•
|
reviewing potential mergers, acquisitions or other significant transactions;
|
•
|
the overseeing the financial matters of importance to the Company, including monitoring our present and future capital requirements and business opportunities;
|
•
|
the reviewing and making recommendations relating to the Company's annual and long term financial plans and the Company's performance against its annual cash performance award criteria, the Company's financial objectives, strategies, and capital structures, major investments, restructurings, joint ventures and mergers, the offering of debt or equity securities for the borrowings of the Company;
|
•
|
the reviewing and providing guidance to the Board and Company management about all proposals regarding major financial policies of the Company;
|
•
|
he advising senior management on the organizational structure and human resource matters for the Company, including making recommendations to our Board regarding appointments of persons to be officers of the Company and evaluating and designing management succession plans of the Company;
|
•
|
provide input to the Audit Committee regarding the Company's policies with respect to enterprise risk assessment and enterprise risk management; and
|
•
|
the conducting an annual self-evaluation.
|
•
|
an annual retainer of $40,000, plus $10,000 if such member serves as Chairman of the Finance and Planning, Compensation or the Nominating and Corporate Governance Committee of the Board, and $30,000 if such member serves as the Chairman of the Audit Committee of the Board, which amounts shall be paid in cash;
|
•
|
an initial grant of 33,600 options to purchase our Common Stock upon becoming a member of the Board, with an exercise price equal to the Common Stock's closing price on the NYSE on the date of grant, which vests over three years in a series of 36 successive equal monthly installments beginning after the date of grant;
|
•
|
an annual grant of 16,800 options to purchase our Common Stock, with an exercise price equal to the Common Stock's closing price on the NYSE on the date of grant, which vests over three years in a series of 36 successive equal monthly installments beginning after the date of grant;
|
•
|
an annual grant of 6,000 shares of restricted stock that vests over three years with such restricted stock award vesting upon completion of each quarter of service, in a series of twelve (12) successive equal quarterly installments beginning three months after the grant date; and
|
•
|
$2,000 for each Board meeting and committee meeting attended in-person and $1,000 for each telephonic meeting of the Board and committee meeting attended telephonically.
|
Name
|
|
Fees Earned
or Paid
in Cash
|
|
Stock
Awards(2)
|
|
Option
Awards(1)(2)
|
|
Total
|
||||||||
W. Michael Barnes
|
|
$
|
123,500
|
|
|
$
|
57,300
|
|
|
$
|
81,490
|
|
|
$
|
262,290
|
|
John (Jack) F. Callahan, Jr.
|
|
$
|
84,500
|
|
|
$
|
57,300
|
|
|
$
|
81,490
|
|
|
$
|
223,290
|
|
C. Kevin Landry
|
|
$
|
91,500
|
|
|
$
|
57,300
|
|
|
$
|
81,490
|
|
|
$
|
230,290
|
|
Arthur C. Patterson
|
|
$
|
93,500
|
|
|
$
|
57,300
|
|
|
$
|
81,490
|
|
|
$
|
232,290
|
|
James N. Perry, Jr.
|
|
$
|
112,500
|
|
|
$
|
57,300
|
|
|
$
|
81,490
|
|
|
$
|
251,290
|
|
(1)
|
The value of the option awards is determined using the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718 (Topic 718,
“Compensation – Stock Compensation”
). These amounts reflect the Company's accounting expense and do not correspond to the actual value that will be realized by the directors. See Note 13 to the Consolidated Financial Statements included in this annual report on Form 10-K for the year ended December 31, 2012 regarding assumptions underlying valuation of equity awards.
|
(2)
|
The following summarizes the grant date fair value of each award granted during 2012, computed in accordance with ASC 718, as well as the aggregate shares under stock awards, and the aggregate shares underlying option awards held by each non-employee director as of December 31, 2012:
|
Name
|
|
Grant
Date
|
|
Number of
Shares
of Stock
or Units
(#)
|
|
Number of
Securities
Underlying
Options
(#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Share)
|
|
Grant
Date
Fair Value
($)
|
||||||
W. Michael Barnes(a)
|
|
2/7/2012
|
|
|
|
16,800
|
|
|
$
|
9.55
|
|
|
$
|
81,490
|
|
|
|
|
2/7/2012
|
|
6,000
|
|
|
|
|
—
|
|
|
$
|
57,300
|
|
||
John (Jack) F. Callahan, Jr.(b)
|
|
2/7/2012
|
|
|
|
16,800
|
|
|
$
|
9.55
|
|
|
$
|
81,490
|
|
|
|
|
2/7/2012
|
|
6,000
|
|
|
|
|
—
|
|
|
$
|
57,300
|
|
||
C. Kevin Landry(c)
|
|
2/7/2012
|
|
|
|
16,800
|
|
|
$
|
9.55
|
|
|
$
|
81,490
|
|
|
|
|
2/7/2012
|
|
6,000
|
|
|
|
|
—
|
|
|
$
|
57,300
|
|
||
Arthur C. Patterson(d)
|
|
2/7/2012
|
|
|
|
16,800
|
|
|
$
|
9.55
|
|
|
$
|
81,490
|
|
|
|
|
2/7/2012
|
|
6,000
|
|
|
|
|
—
|
|
|
$
|
57,300
|
|
||
James N. Perry, Jr.(e)
|
|
2/7/2012
|
|
|
|
16,800
|
|
|
$
|
9.55
|
|
|
$
|
81,490
|
|
|
|
|
2/7/2012
|
|
6,000
|
|
|
|
|
—
|
|
|
$
|
57,300
|
|
(a)
|
Mr. Barnes held options to purchase 326,487 shares of Common Stock and 7,500 shares of restricted stock subject to vesting as granted under our Equity Plans.
|
(b)
|
Mr. Callahan held options to purchase 100,800 shares of Common Stock and 7,500 shares of restricted stock subject to vesting as granted under our Equity Plans.
|
(c)
|
Mr. Landry held options to purchase 48,068 shares of Common Stock and 7,500 shares of restricted stock subject to vesting as granted under our Equity Plans.
|
(d)
|
Mr. Patterson held options to purchase 99,934 shares of Common Stock and 7,500 shares of restricted stock subject to vesting as granted under our Equity Plans.
|
(e)
|
Mr. Perry held options to purchase 279,000 shares of Common Stock and 7,500 shares of restricted stock subject to vesting as granted under our Equity Plans.
|
Element
|
CEO
|
President & COO
|
Vice Chairman/CFO
|
Vice Chairman/General
Counsel and
Secretary
|
SVP/HR
|
Salary(1)
|
8.6%
|
5.4%
|
5.4%
|
5.4%
|
7.4%
|
Stock Awards(2)
|
(33.7)%
|
(33.7)%
|
(30.0)%
|
(33.7)%
|
(33.7)%
|
Option Awards(2)
|
(25.8)%
|
(25.8)%
|
(24.1)%
|
(25.8)%
|
(44.1)%
|
Non-equity Incentive
Plan Compensation(3)
|
(4.7)%
|
(2.3)%
|
(1.6)%
|
(7.7)%
|
7.0%
|
All Other
Compensation(4)
|
2.0%
|
2.0%
|
2.0%
|
2.0%
|
0.0%
|
Total Compensation
|
(21.6)%
|
(20.9)%
|
(19.1)%
|
(20.1)%
|
(24.6)%
|
(1)
|
The merit based increase to base salary for 2012 was effective February 11, 2012.
|
(2)
|
The percentages are reflective of the Company's stock price being significantly lower on the grant date in 2012 versus the grant date in 2011. See "2012 Total Compensation Mix Analysis" below.
|
(3)
|
The Company/Team performance criteria payout percentage used in calculating non-equity incentive plan compensation was lower for 2012 at 84.0% versus 106.0% for 2011. See "Annual Cash Performance Awards" below.
|
(4)
|
Consists of the Company's 401(k) matching contribution for each NEO that elects to participate in the 401(k) Plan.
|
•
|
Emphasize pay for performance;
|
•
|
Attract, retain and motivate talented and experienced executives in the highly competitive and dynamic wireless telecommunications industry;
|
•
|
Recognize, compensate and reward executives whose knowledge, skills and performance are critical to our success;
|
•
|
Align the interests of our executive officers with our stockholders by motivating executive officers to increase stockholder value and reward such executive officers when specific, measurable milestones are achieved;
|
•
|
Provide a competitive compensation package which is weighted heavily towards pay for performance, and in which total compensation is primarily determined by the achievement of specific, measurable Company/Team goals and individual goals, and the creation of stockholder value;
|
•
|
Ensure fairness among the executive officers by recognizing the contribution each executive officer makes to our success;
|
•
|
Encourage appropriate risk taking while discouraging behavior that may result in unnecessary or excessive risk;
|
•
|
Foster a shared commitment among executive officers by coordinating their Company/Team and individual performance goals in a meaningful and collaborative manner; and
|
•
|
Appropriately compensate our executives to manage our business to meet or exceed our long-range objectives and business goals.
|
•
|
CenturyLink, Inc., formerly CenturyTel;
|
•
|
Charter Communications, Inc.;
|
•
|
Clearwire Corporation;
|
•
|
Frontier Communications Corporation;
|
•
|
Leap Wireless International Inc.;
|
•
|
Liberty Global, Inc.;
|
•
|
NII Holdings, Inc.;
|
•
|
NTELOS Holdings Corporation ;
|
•
|
TW Telecom Inc.;
|
•
|
United States Cellular Corporation; and
|
•
|
Windstream Corporation.
|
•
|
These companies are in the telecommunications and media industry;
|
•
|
The Company had revenues of $4.1 billion for 2010 and each company in the group represents a blend of revenues for the most recent fiscal year as of October 27, 2011;
|
•
|
The Company has three year revenue CAGR of 22% and almost all of the companies have positive three year revenue CAGR and several have a revenue CAGR ranging from 18-37% for the most recent fiscal year as of October 27, 2011; and
|
•
|
The Company has a three year EBITDA CAGR of 21% and almost all of the companies have positive three year EBITDA CAGR and a number have a three year CAGR of EBITDA between 11-37%.
|
|
Revenue for the FYE as of 10/27/2011
($ in millions)
|
Market Cap Value as of
10/27/2011 ($ in millions)
|
|
|
|
Peer Group Median
|
$3,798
|
$3,548
|
Company
|
$4,069
|
$3,522
|
|
|
|
Peer Group Percentile Positioning
|
Between 50th - 75th percentile
|
Approximately 50th percentile
|
ALLTEL Wireless
|
Intelsat Global Service Corp.
|
Applied Signal Technology
|
Level 3 Communications
|
Asurion
|
nTELOS
|
AT&T, Inc.
|
Qualcomm
|
Brightstar Corporation
|
Qwest Communications International
|
Broadview Networks, Inc.
|
Radio One
|
CableVision Systems Corp.
|
Samsung Telecommunications America
|
CACI International, Inc.
|
Singapore Telecom USA
|
CenturyLink
|
Sirius XM Radio
|
Charter Communications
|
Sprint Nextel
|
Comcast Corporation
|
TDS Telecom
|
Cox Enterprises Inc.
|
Tellabs
|
Crown Castle International Corp
|
Time Warner Cable
|
DirectTV
|
T-Mobile USA
|
Dish Network
|
United States Cellular Corporation
|
Echostar Corporation
|
Verizon Communications
|
FPL Fibernet
|
Verizon Wireless
|
Integra Telecom
|
Vonage Holdings Corporation
|
•
|
The nature of our business, the regulatory, legal and financial environment in which we operate and our business need for the executive officer's skills, as well as the business need for the executive by our peer group of companies;
|
•
|
The value of the overall experience and professional expertise that the executive officer affords to the broader goals and long-term objectives of our business;
|
•
|
The contributions that the executive officer has made relative to our success;
|
•
|
The relationship and contributions of our executive officers working together as a team to execute our overall business strategy;
|
•
|
The relationship of our executive officers' pay to the median pay for their position with a view toward having executives reach the median for their pay within several years of being in the position commensurate with individual performance;
|
•
|
The transferability of the executive officer's experience and managerial skills to other potential employers, particularly in the communications industry; and
|
•
|
The readiness of the executive officer to assume a more significant role with our Company or another potential employer.
|
Element
|
|
Characteristics
|
|
Purpose
|
Base salary
|
|
Fixed annual cash compensation; all executives are eligible for periodic increases in base salary based on individual performance; targeted at the median market pay level of companies of comparable size in the communications industry.
|
|
Attract and retain executives by keeping our annual compensation competitive with the market for the skills and experience necessary to meet the requirements of the executive's role with us.
|
|
|
|
|
|
Annual cash performance awards
|
|
Performance-based annual cash compensation earned based on Company/Team performance criteria against target performance levels based on the Company's annual business plan and individual performance goals; targeted at median market pay levels with the potential for paying above the market median to a maximum of 200% of target for outstanding achievement and 0% of target for failure to meet the target objectives.
|
|
Motivate and reward for the achievement and over-performance of our critical financial, operational and strategic goals as well as individual performance goals. Amounts earned for achievement of target Company performance levels based on our annual budget approved by the Board is designed to provide a market-competitive pay package at market median pay levels and at above market median for outstanding performance achievement; potential for lesser or greater amounts are intended to motivate participants to achieve or exceed our financial and other performance goals with no reward earned if performance goals are not met.
|
|
|
|
|
|
Long-term equity incentive awards (stock options and restricted stock)
|
|
Long-term equity awards are generally granted with time based vesting with one-half of the value of such award in stock options which have value to the extent that the price of our Common Stock increases over time and one-half of the value in restricted stock granted at the full value; and targeted pay levels are awarded at the 50
th
percentile with the potential for above market grant up to the 90
th
percentile of market for exceptional performance.
|
|
Align interest of management with stockholders; motivate and reward management to increase the value of the Company stock over the long-term; attract and retain employees through the grant of full value restricted stock. Time based vesting of stock options and restricted stock based on continued employment facilitates retention; amount realized from exercise of stock options awards and restricted stock ownership increased stockholder value of the Company. Reward employees for Company and individual performance.
|
|
|
|
|
|
Retirement savings opportunity
|
|
Tax-deferred plan in which all employees can choose to defer compensation for retirement. Beginning January 1, 2009, we provided a 25% match on the first 4% of eligible compensation. Beginning on January 1, 2013, we began providing a 50% match on the first 4% of eligible compensation. We do not allow employees to invest these savings in our Common Stock.
|
|
Provide employees the opportunity and the incentive to save for their retirement. Account balances are affected by contributions and investment decisions made by the employee.
|
Element
|
|
Characteristics
|
|
Purpose
|
|
|
|
|
|
Health & welfare benefits
|
|
Fixed component. The same/comparable health & welfare benefits (medical, dental, vision, disability insurance and life insurance) are available to all full-time employees.
|
|
Provides benefits to meet the health and welfare needs of employees and their families.
|
|
Company/Team payout portion
|
+
|
Individual payout portion
|
Annual Cash Performance
Award Payout =
|
Base Salary x set performance
award target % x Company's
performance against its goals x
70%
|
+
|
Base Salary x set performance
award target % x executive's
achievement of individual
performance goals x 30%
|
Example:
|
|
|
|
n
|
Executive's base salary was $500,000 and he was in his position for the entire year
|
|
n
|
Performance target award % for his level of employment is set at 75%
|
|
n
|
Company performance goal results are 110%
|
|
n
|
Individual executive's performance rating of excellent results in a corresponding 125% individual payout
|
Company/Team Performance Payout Portion =
|
$500,000 x 75% = $375,000 x 110% = $412,500 x 70% = $288,750
|
Individual Payout Portion =
|
$500,000 x 75% = $375,000 x 125% = $468,750 x 30% = $140,625
|
Total Payout =
|
$288,750 + $140,625 = $429,375
|
2012 Performance Award Criteria and Basis
|
|
All
NEOs
|
|
Company/Team performance criteria
|
|
70
|
%
|
Gross Margin
|
|
|
|
Adjusted EBITDA per average monthly subscriber
|
|
|
|
Net Subscriber Additions
|
|
|
|
Capital Expenditures per ending subscriber
|
|
|
|
Discretionary Component
|
|
|
|
Individual performance
|
|
30
|
%
|
•
|
Gross margin is defined as the Company's gross revenues less Enhanced 911 revenues, Federal Universal Service Fund revenues and the total cost of equipment;
|
•
|
Adjusted EBITDA per average monthly subscriber is determined by dividing the Company's Adjusted EBITDA by the sum of the average monthly number of customers during the year;
|
•
|
Net subscriber additions are determined by subtracting the number of customers on our networks at the beginning of the year from the number of customers on our networks at the end of the year;
|
•
|
Capital expenditures per ending subscriber is determined by dividing the total balance of property and equipment and microwave relocation costs at the end of the year by the total number of customers at the end of the year; and
|
•
|
Individual performance goals, such as achievement of strategic objectives and individual goals are set by an individual's supervisor and demonstration of compliance with our core values.
|
|
2012 Annual Cash Performance Award Payment
Level Based on Goal Achievement
|
||||
Officer
|
Minimum Payment
|
|
At 100% (Target)
|
|
Maximum Payment
|
|
|
|
|
|
|
Chief Executive Officer
|
0% of base salary
|
|
140% of base salary
|
|
280% of base salary
|
President and Chief Operating Officer
|
0% of base salary
|
|
90% of base salary
|
|
180% of base salary
|
Vice Chairman and CFO
|
0% of base salary
|
|
80% of base salary
|
|
160% of base salary
|
Vice Chairman, General Counsel and Secretary
|
0% of base salary
|
|
75% of base salary
|
|
150% of base salary
|
Senior Vice President of Human Resources
|
0% of base salary
|
|
65% of base salary
|
|
130% of base salary
|
Performance
Year
|
Company/Team Performance Criteria
Payout percentage
|
2009
|
58.7%
|
2010
|
192.9%
|
2011
|
106.0%
|
2012
|
84.0%
|
Officer
|
Annual Cash Performance
Award Payout as a Percentage
(%) of Total Cash Compensation
|
Chief Executive Officer
|
61%
|
President and Chief Operating Officer
|
50%
|
Vice Chairman and Chief Financial Officer
|
47%
|
Vice Chairman, General Counsel and Secretary
|
46%
|
Senior Vice President of Human Resources
|
42%
|
Name & Principal Position
|
|
Year
|
|
Salary
|
|
Stock
Awards
(6)
|
|
Option
Awards
(6)
|
|
Non-Equity
Incentive
Plan
Compensation
(7)
|
|
All Other
Compensation (8)
|
|
Total
|
||||||||||||
Roger D. Linquist
CEO (1)
|
|
2012
|
|
$
|
946,346
|
|
|
$
|
2,101,000
|
|
|
$
|
2,473,806
|
|
|
$
|
1,488,100
|
|
|
$
|
2,500
|
|
|
$
|
7,011,752
|
|
|
2011
|
|
$
|
871,608
|
|
|
$
|
3,168,000
|
|
|
$
|
3,336,216
|
|
|
$
|
1,560,900
|
|
|
$
|
2,450
|
|
|
$
|
8,939,174
|
|
|
|
2010
|
|
$
|
804,470
|
|
|
$
|
1,560,650
|
|
|
$
|
1,816,676
|
|
|
$
|
2,119,400
|
|
|
$
|
2,975
|
|
|
$
|
6,304,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Thomas C. Keys
President and COO (2)
|
|
2012
|
|
$
|
584,746
|
|
|
$
|
955,000
|
|
|
$
|
1,115,638
|
|
|
$
|
589,000
|
|
|
$
|
2,500
|
|
|
$
|
3,246,884
|
|
|
2011
|
|
$
|
554,688
|
|
|
$
|
1,440,000
|
|
|
$
|
1,504,568
|
|
|
$
|
602,900
|
|
|
$
|
2,450
|
|
|
$
|
4,104,606
|
|
|
|
2010
|
|
$
|
513,711
|
|
|
$
|
1,401,400
|
|
|
$
|
798,711
|
|
|
$
|
821,700
|
|
|
$
|
2,450
|
|
|
$
|
3,537,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
J. Braxton Carter
Vice Chairman/CFO (3)
|
|
2012
|
|
$
|
538,000
|
|
|
$
|
907,250
|
|
|
$
|
1,042,879
|
|
|
$
|
481,700
|
|
|
$
|
2,500
|
|
|
$
|
2,972,329
|
|
|
2011
|
|
$
|
510,299
|
|
|
$
|
1,296,000
|
|
|
$
|
1,373,736
|
|
|
$
|
489,400
|
|
|
$
|
2,450
|
|
|
$
|
3,671,885
|
|
|
|
2010
|
|
$
|
472,615
|
|
|
$
|
700,700
|
|
|
$
|
422,847
|
|
|
$
|
667,000
|
|
|
$
|
2,184
|
|
|
$
|
2,265,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mark A. Stachiw
Vice Chairman/General Counsel and Secretary (4)
|
|
2012
|
|
$
|
438,565
|
|
|
$
|
525,250
|
|
|
$
|
630,578
|
|
|
$
|
368,100
|
|
|
$
|
2,500
|
|
|
$
|
1,964,993
|
|
|
2011
|
|
$
|
416,061
|
|
|
$
|
792,000
|
|
|
$
|
850,408
|
|
|
$
|
399,000
|
|
|
$
|
2,450
|
|
|
$
|
2,459,919
|
|
|
|
2010
|
|
$
|
385,288
|
|
|
$
|
445,900
|
|
|
$
|
266,237
|
|
|
$
|
543,800
|
|
|
$
|
2,450
|
|
|
$
|
1,643,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dennis T. Currier SVP of Human Resources (5)
|
|
2012
|
|
$
|
308,269
|
|
|
$
|
286,500
|
|
|
$
|
339,542
|
|
|
$
|
224,300
|
|
|
$
|
—
|
|
|
$
|
1,158,611
|
|
|
2011
|
|
$
|
287,043
|
|
|
$
|
432,000
|
|
|
$
|
607,802
|
|
|
$
|
209,600
|
|
|
$
|
—
|
|
|
$
|
1,536,445
|
|
|
|
2010
|
|
$
|
256,856
|
|
|
$
|
95,550
|
|
|
$
|
—
|
|
|
$
|
193,300
|
|
|
$
|
—
|
|
|
$
|
545,706
|
|
(1)
|
Roger D. Linquist resigned as our President in May 2011 and continues to serve as our Chief Executive Officer.
|
(2)
|
Thomas C. Keys was appointed as our President in May 2011 and continues to serve as our President and Chief Operating Officer.
|
(3)
|
J. Braxton Carter was appointed Vice Chairman in May 2011 and continues to serve as our Chief Financial Officer.
|
(4)
|
Mark A. Stachiw was appointed Vice Chairman in May 2011 and continues to serve as our General Counsel and Secretary.
|
(5)
|
Dennis T. Currier was hired in April 2009 and was promoted to Senior Vice President of Human Resources in May 2011.
|
(6)
|
The value of stock awards and option awards for 2012, 2011 and 2010 is determined using the aggregate grant date fair value computed in accordance with ASC 718. These amounts reflect the Company's accounting expense and do not correspond to the actual value that will be realized by the Named Executive Officer. See Note 13 to the Consolidated Financial Statements included in this annual report on Form 10-K for the year ended December 31, 2012 regarding assumptions underlying valuation of equity awards.
|
(7)
|
For 2012, the Company granted annual cash performance awards to executive officers pursuant to our 2010 Plan. The 2010 Plan provides annual cash performance awards based upon pre-established targets and maximum payouts approved by the Board at the beginning of each fiscal year. See “Compensation Discussion and Analysis - Our Executive Compensation Program - Annual Cash Performance Awards.” These amounts reflect the actual amount paid to each Named Executive Officer pursuant to annual cash performance awards under the 2010 Plan for the fiscal year ended December 31, 2012.
|
(8)
|
Consists of the Company's 401(k) matching contribution for each NEO that opts to participate.
|
Name
|
|
Grant
Date(1)
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(2)
|
|
All Other
Stock
Awards:
Number of
Shares
of Stock
or Units
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Share)
|
|
Grant
Date
Fair Value
(3)
|
||||||||||||||||
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
||||||||||||||||||
Roger D. Linquist
|
|
|
|
$
|
—
|
|
|
$
|
1,337,000
|
|
|
$
|
2,674,000
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
|
|
510,000
|
|
|
$
|
9.55
|
|
|
$
|
2,473,806
|
|
|||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
220,000
|
|
|
|
|
$
|
—
|
|
|
$
|
2,101,000
|
|
|||||||
Thomas C. Keys
|
|
|
|
$
|
—
|
|
|
$
|
529,200
|
|
|
$
|
1,058,400
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
|
|
230,000
|
|
|
$
|
9.55
|
|
|
$
|
1,115,638
|
|
|||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
$
|
—
|
|
|
$
|
955,000
|
|
|||||||
J. Braxton Carter
|
|
|
|
$
|
—
|
|
|
$
|
432,800
|
|
|
$
|
865,600
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
|
|
215,000
|
|
|
$
|
9.55
|
|
|
$
|
1,042,879
|
|
|||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
95,000
|
|
|
|
|
$
|
—
|
|
|
$
|
907,250
|
|
|||||||
Mark A. Stachiw
|
|
|
|
$
|
—
|
|
|
$
|
330,750
|
|
|
$
|
661,500
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
|
|
130,000
|
|
|
$
|
9.55
|
|
|
$
|
630,578
|
|
|||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
55,000
|
|
|
|
|
$
|
—
|
|
|
$
|
525,250
|
|
|||||||
Dennis T. Currier
|
|
|
|
$
|
—
|
|
|
$
|
201,500
|
|
|
$
|
403,000
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
|
|
70,000
|
|
|
$
|
9.55
|
|
|
$
|
339,542
|
|
|||||||
|
|
2/7/2012
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
$
|
—
|
|
|
$
|
286,500
|
|
(1)
|
The grants dated as of February 7, 2012 reflect the annual long-term equity incentive awards in the form of stock option grants and restricted stock awards to each Named Executive Officer.
|
(2)
|
The Company grants annual cash performance awards to executive officers pursuant to our 2010 Plan. The 2010 Plan provides annual cash performance awards based upon pre-established targets and maximum award payouts approved by the Board at the beginning of each fiscal year. Amounts shown are possible payouts under the 2010 Plan for the fiscal year ended December 31, 2012. See “Compensation Discussion and Analysis - Our Executive Compensation Program - Annual Cash Performance Award Opportunities under the 2010 Plan." The actual amount paid to each Named Executive Officer pursuant to annual cash performance awards under the 2010 Plan for the fiscal year ended December 31, 2012 is set forth in the 2012 Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.”
|
(3)
|
The grant date fair value of the restricted stock awards and the stock option awards for 2012 is determined using the fair value recognition provisions of ASC 718. These amounts reflect the Company's accounting expense and do not correspond to the actual value that will be realized by the Named Executive Officer. See Note 13 to the Consolidated Financial Statements included in this annual report on Form 10-K for the year ended December 31, 2012 regarding assumptions underlying valuation of equity awards.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
|
|
Option
Exercise
Price
|
|
Option
Expiration
Date
|
|
Number of
Shares
or Units
of Stock
That Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of Stock
That Have Not
Vested ($)(2)
|
|||||||
Roger D. Linquist
|
|
445,955
|
(3)
|
|
—
|
|
|
$
|
7.13
|
|
|
8/3/2015
|
|
15,313
|
(14)
|
|
$
|
152,211
|
|
|
|
2,418
|
(4)
|
|
—
|
|
|
$
|
7.15
|
|
|
12/30/2015
|
|
76,563
|
(18)
|
|
$
|
761,036
|
|
|
|
513,900
|
(7)
|
|
—
|
|
|
$
|
7.15
|
|
|
3/14/2016
|
|
123,750
|
(20)
|
|
$
|
1,230,075
|
|
|
|
2,250,000
|
(8)
|
|
—
|
|
|
$
|
11.33
|
|
|
12/22/2016
|
|
220,000
|
(23)
|
|
$
|
2,186,800
|
|
|
|
1,149,000
|
(10)
|
|
—
|
|
|
$
|
23.00
|
|
|
4/18/2017
|
|
—
|
|
|
$
|
—
|
|
|
|
1,245,000
|
(12)
|
|
—
|
|
|
$
|
16.20
|
|
|
3/7/2018
|
|
—
|
|
|
$
|
—
|
|
|
|
534,375
|
(13)
|
|
35,625
|
(13)
|
|
$
|
14.43
|
|
|
3/4/2019
|
|
—
|
|
|
$
|
—
|
|
|
|
398,750
|
(17)
|
|
181,250
|
(17)
|
|
$
|
6.37
|
|
|
3/4/2020
|
|
—
|
|
|
$
|
—
|
|
|
|
233,750
|
(19)
|
|
276,250
|
(19)
|
|
$
|
14.40
|
|
|
2/28/2021
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
510,000
|
(22)
|
|
$
|
9.55
|
|
|
2/7/2022
|
|
—
|
|
|
$
|
—
|
|
Thomas C. Keys
|
|
177,750
|
(10)
|
|
—
|
|
|
$
|
23.00
|
|
|
4/18/2017
|
|
7,813
|
(14)
|
|
$
|
77,661
|
|
|
|
400,000
|
(11)
|
|
—
|
|
|
$
|
31.76
|
|
|
8/8/2017
|
|
68,750
|
(18)
|
|
$
|
683,375
|
|
|
|
565,120
|
(12)
|
|
—
|
|
|
$
|
16.20
|
|
|
3/7/2018
|
|
56,250
|
(20)
|
|
$
|
559,125
|
|
|
|
276,562
|
(13)
|
|
18,438
|
(13)
|
|
$
|
14.43
|
|
|
3/4/2019
|
|
100,000
|
(23)
|
|
$
|
994,000
|
|
|
|
111,562
|
(17)
|
|
79,688
|
(17)
|
|
$
|
6.37
|
|
|
3/4/2020
|
|
—
|
|
|
$
|
—
|
|
|
|
105,416
|
(19)
|
|
124,584
|
(19)
|
|
$
|
14.40
|
|
|
2/28/2021
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
230,000
|
(22)
|
|
$
|
9.55
|
|
|
2/7/2022
|
|
—
|
|
|
$
|
—
|
|
J. Braxton Carter
|
|
94,600
|
(9)
|
|
—
|
|
|
$
|
11.33
|
|
|
12/22/2016
|
|
4,688
|
(14)
|
|
$
|
46,599
|
|
|
|
291,000
|
(10)
|
|
—
|
|
|
$
|
23.00
|
|
|
4/18/2017
|
|
34,375
|
(18)
|
|
$
|
341,688
|
|
|
|
250,000
|
(12)
|
|
—
|
|
|
$
|
16.20
|
|
|
3/7/2018
|
|
50,625
|
(20)
|
|
$
|
503,213
|
|
|
|
168,750
|
(13)
|
|
11,250
|
(13)
|
|
$
|
14.43
|
|
|
3/4/2019
|
|
95,000
|
(23)
|
|
$
|
944,300
|
|
|
|
50,812
|
(17)
|
|
42,188
|
(17)
|
|
$
|
6.37
|
|
|
3/4/2020
|
|
—
|
|
|
$
|
—
|
|
|
|
96,250
|
(19)
|
|
113,750
|
(19)
|
|
$
|
14.40
|
|
|
2/28/2021
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
215,000
|
(22)
|
|
$
|
9.55
|
|
|
2/7/2022
|
|
—
|
|
|
$
|
—
|
|
Mark A. Stachiw
|
|
120,000
|
(5)
|
|
—
|
|
|
$
|
5.47
|
|
|
12/28/2015
|
|
3,125
|
(14)
|
|
$
|
31,063
|
|
|
|
87,216
|
(6)
|
|
—
|
|
|
$
|
7.15
|
|
|
9/21/2015
|
|
21,875
|
(18)
|
|
$
|
217,438
|
|
|
|
60,000
|
(7)
|
|
—
|
|
|
$
|
7.15
|
|
|
3/14/2016
|
|
30,938
|
(20)
|
|
$
|
307,524
|
|
|
|
18,900
|
(7)
|
|
—
|
|
|
$
|
7.15
|
|
|
3/14/2016
|
|
55,000
|
(23)
|
|
$
|
546,700
|
|
|
|
89,225
|
(9)
|
|
—
|
|
|
$
|
11.33
|
|
|
12/22/2016
|
|
—
|
|
|
$
|
—
|
|
|
|
207,000
|
(10)
|
|
—
|
|
|
$
|
23.00
|
|
|
4/18/2017
|
|
—
|
|
|
$
|
—
|
|
|
|
42,396
|
(12)
|
|
—
|
|
|
$
|
16.20
|
|
|
3/7/2018
|
|
—
|
|
|
$
|
—
|
|
|
|
45,521
|
(13)
|
|
7,188
|
(13)
|
|
$
|
14.43
|
|
|
3/4/2019
|
|
—
|
|
|
$
|
—
|
|
|
|
58,437
|
(17)
|
|
26,563
|
(17)
|
|
$
|
6.37
|
|
|
3/4/2020
|
|
—
|
|
|
$
|
—
|
|
|
|
59,583
|
(19)
|
|
70,417
|
(19)
|
|
$
|
14.40
|
|
|
2/28/2021
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
130,000
|
(22)
|
|
$
|
9.55
|
|
|
2/7/2022
|
|
—
|
|
|
$
|
—
|
|
Dennis T. Currier
|
|
44,791
|
(15)
|
|
5,209
|
(15)
|
|
$
|
17.13
|
|
|
5/12/2019
|
|
2,084
|
(16)
|
|
$
|
20,715
|
|
|
|
32,083
|
(19)
|
|
37,917
|
(19)
|
|
$
|
14.40
|
|
|
2/28/2021
|
|
4,688
|
(18)
|
|
$
|
46,599
|
|
|
|
7,916
|
(21)
|
|
12,084
|
(21)
|
|
$
|
18.10
|
|
|
5/12/2021
|
|
16,875
|
(20)
|
|
$
|
167,738
|
|
|
|
—
|
|
|
70,000
|
(22)
|
|
$
|
9.55
|
|
|
2/7/2022
|
|
30,000
|
(23)
|
|
$
|
298,200
|
|
(1)
|
Unless otherwise noted, options vest over a period of four years as follows: 25% of the option vests on the first anniversary of the grant date. The remainder vests in 36 successive, equal monthly installments beginning with the end of the month after the first anniversary of the grant date.
|
(2)
|
Represents aggregate market value of restricted shares based on the closing price of a share of our Common Stock on December 31, 2012 of $9.94.
|
(3)
|
Options granted on August 3, 2005.
|
(4)
|
Options granted on December 30, 2005 and vested over a one-year period as follows: 50% of the underlying shares vested on January 1, 2006 and the remaining 50% of the shares vested on January 1, 2007.
|
(5)
|
Options granted on October 12, 2004. Options repriced from $3.97 to $5.47 on December 28, 2005.
|
(6)
|
Options granted on September 21, 2005.
|
(7)
|
Options granted on March 14, 2006.
|
(8)
|
Options granted on December 22, 2006 and vested over a period of three years.
|
(9)
|
Options granted on December 22, 2006.
|
(10)
|
Options granted on April 18, 2007.
|
(11)
|
Options granted on August 8, 2007.
|
(12)
|
Options granted on March 7, 2008.
|
(13)
|
Options granted on March 4, 2009.
|
(14)
|
Restricted stock awards granted on March 4, 2009 and vest over a period of four years as follows: 25% of the awards vests on the first anniversary of the grant date and the remainder vests in a series of 36 successive, equal monthly installments beginning with the first anniversary of the grant date.
|
(15)
|
Options granted on May 12, 2009.
|
(16)
|
Restricted stock awards granted on May 12, 2009 and vest over a period of four years as follows: 25% of the awards vests on the first anniversary of service and the remainder vests upon the awardees’ completion of each additional month of service, in a series of 36 successive, equal monthly installments beginning with the end of the month after the first anniversary of the grant date.
|
(17)
|
Options granted on March 4, 2010.
|
(18)
|
Restricted stock awards granted on March 4, 2010 and vest over a period of four years as follows: 25% of the awards vests on the first anniversary of service and the remainder vests upon the awardees’ completion of each three month of service, in a series of 12 successive, equal quarterly installments beginning with the end of the month after the first anniversary of the grant date.
|
(19)
|
Options granted on February 28, 2011.
|
(20)
|
Restricted stock awards granted on February 28, 2011 and vest over a period of four years as follows: 25% of the awards vests on the first anniversary of service and the remainder vests upon the awardees’ completion of each three month of service, in a series of 12 successive, equal quarterly installments beginning with the end of the month after the first anniversary of the grant date.
|
(21)
|
Options granted on May 12, 2011.
|
(22)
|
Options granted on February 7, 2012.
|
(23)
|
Restricted stock awards granted on February 7, 2012 and vest over a period of four years as follows: 25% of the awards vests on the first anniversary of service and the remainder vests upon the awardees’ completion of each three month of service, in a series of 12 successive, equal quarterly installments beginning with the end of the month after the first anniversary of the grant date.
|
Name
|
Option Awards
|
Stock Awards
|
||
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of
Shares
Acquired on
Vesting (#)
|
Value Realized
on Vesting ($)
|
|
Roger D. Linquist
|
—
|
—
|
218,750
|
2,084,304
|
Thomas C. Keys
|
—
|
—
|
130,000
|
1,226,129
|
J. Braxton Carter
|
—
|
—
|
85,625
|
817,942
|
Mark A. Stachiw
|
—
|
—
|
54,062
|
515,607
|
Dennis T. Currier
|
—
|
—
|
21,875
|
211,328
|
Tier
|
Position
|
Severance Payment
|
Severance Period
|
Tier 1
|
Chief Executive Officer
|
2.0 times Annual Compensation
+ Pro-Rata Additional Payment
|
24 months
|
Tier 2
|
President & COO, all Vice Chairmen, all Executive Vice Presidents, all Sr. Vice Presidents, all Vice Presidents who are direct reports to the CEO
|
1.5 times Annual Compensation
+ Pro-Rata Additional Payment
|
18 months
|
Tier 3
|
Vice Presidents who are officers of the Company, with the exception of those reporting directly to the CEO
|
.75 times Annual Compensation
+ Pro-Rata Additional Payment
|
9 months
|
Tier
|
Position
|
Additional Payment
(percentage of annualized base salary)
|
Tier 1
|
Chief Executive Officer
|
140%
|
Tier 2
|
President and Chief Operating Officer
|
90%
|
|
Vice Chairman, Chief Financial Officer
|
80%
|
|
Vice Chairman, General Counsel & Secretary
|
75%
|
|
Senior Vice Presidents
|
65%
|
|
Vice Presidents who report directly to the Chief Executive Officer
|
40%
|
|
Vice President, Regional General Manager
|
50%
|
Tier 3
|
Vice Presidents other than Regional General Managers and Vice Presidents who report directly to the Chief Executive Officer
|
40%
|
•
|
All unvested stock option awards granted pursuant to the 1995 Plan, the 2004 Plan and the 2010 Plan, collectively with the 1995 Plan, the 2004 Plan, the 2010 Plan and any other equity incentive compensation plan adopted by the Company after the effective date of the Severance Plan, the Equity Plans, will be immediately forfeited without any further payment;
|
•
|
All vested but unexercised stock option awards granted pursuant to the 1995 Plan shall remain exercisable by the eligible officer for a period of three months following an eligible officer's "Termination of Employment;"
|
•
|
All vested but unexercised stock option awards granted pursuant to the 2004 Plan or the 2010 Plan shall remain exercisable by the eligible officer for a period of six months following Termination of Employment;
|
•
|
Any unvested annual performance awards granted pursuant to the Equity Plans shall be immediately forfeited without further payment subject to payment of a pro-rated portion based on the number of days during the year the severed officer was employed by the Company; and
|
•
|
All other awards under the Equity Plans shall be immediately forfeited without further payment.
|
•
|
“Cause” has the same meaning as in any effective employment agreement the officer has entered into with the Company; provided, however, that in the event that the officer does not have an employment agreement or any employment agreement does not define “Cause,” then “Cause” shall mean the officer's (a) engagement in any act of gross negligence, recklessness, or willful misconduct on a matter that is not inconsequential, as reasonably determined by the administrator of the Severance Plan in good faith or material violation of any duty of loyalty to the Company or its affiliates, (b) conviction by, or a plea of guilty or
nolo contendere
in, a court of competent and final jurisdiction for (i) any felony, or (ii) any crime of moral turpitude, or (c) commission of an act of fraud, embezzlement or dishonesty. For purposes hereof, no act or failure to act, on the officer's part, shall be deemed “Cause” if the administrator of the Severance Plan, in its sole discretion, believes such acts or omissions were in the best interests of the Company.
|
•
|
“Good Reason” means, without the express written consent of the officer, the occurrence of any of the following: (a) the material reduction or diminution in the officer's authority, duties or responsibilities with the Company (or any affiliate of Company or any successor thereof); (b) a material reduction in employee's annualized cash and benefits compensation opportunity, which shall include officer's base compensation, officer's annual target bonus opportunity and officer's aggregate employee benefits, as in effect immediately prior to a Termination of Employment; or (c) the relocation of the officer to an office or location which would increase his daily commute distance by more than 50 miles (one-way) from the location at which the officer normally performed employee's services immediately prior to the Termination of Employment, except for travel reasonably required in the performance of the officer's responsibilities or the officer being required to travel away from the his office in the course of discharging the his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of the officer prior to the Termination of Employment. Notwithstanding the foregoing, in the case of the officer's allegation that his Termination of Employment was due to a Good Reason termination: (i) officer shall provide notice to the Company of the event alleged to constitute a Good Reason termination within 90 days of the occurrence of such event, and (ii) the Company shall be given the opportunity to remedy the alleged Good Reason termination event within 10 calendar days from receipt of notice of such allegation.
|
•
|
“Termination of Employment” means a separation from service within the meaning of Treasury regulation Section 1.409A-1(h).
|
Position
|
Lump Sum Severance Payment
|
Severance Benefit
Period
|
Chief Executive Officer
|
2.5 times annual base salary +
Bonus (as defined in the Change in
Control Agreement)
|
30 months
|
Direct Officer Reports to the Chief Executive Officer and Senior Vice Presidents
|
2 times annual base salary + Bonus
|
24 months
|
Vice Presidents
|
1 times annual base salary + Bonus
|
12 months
|
•
|
“Change of Control” means the occurrence of one of the following: (i) A “change in the ownership of the Company” which shall occur on the date that any or group acquires more than 50% of our Common Stock, other than transactions by us or by one of our affiliates, our employee benefit plans, acquisitions by current investors or by an underwriter; (ii) a “merger of the Company” which shall occur on the date a merger, reorganization, or other similar business combination results in our current equity holders owning less than 50% of the combined voting power of our equity securities following the transaction; (iii) A “change in the effective control of the Company” which shall occur on the date that either (a) any person or group acquires ownership of the Common Stock possessing more than 35% of the total voting power of our Common Stock, unless such an acquisition was conducted by one of our employee benefit plans, our investors for financing purposes, any merger or acquisition with a company-controlled entity, or an underwriter, or (b) the majority of the members of our Board of Directors are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of directors prior to such appointment or election; or (iv) A “change in the ownership of a substantial portion of the Company's assets” which shall occur on the date that any person or group acquires 40% or more of the fair market value of our assets.
|
•
|
“Cause” has the same meaning as set forth above with respect to the Severance Plan.
|
•
|
“Disability” means an inability to perform the officer's material services for the Company for a period of 90 consecutive days or a total of 180 days, during any 365 day period, in either case as a result of incapacity due to mental or physical illness, which is determined to be total and permanent.
|
•
|
“Good Reason” has the same meaning as set forth above with respect to the Severance Plan.
|
•
|
“Termination Event” means the employee's “separation from service” with the Company within the meaning of Treas. Reg Section 1.409A-1(h)(1)(ii) either: (i) by the Company or its successor without Cause, excluding terminations due to the employees death or Disability; (ii) by the Company or its successor as a condition to the consummation of (or entry into, provided the transaction is consummated) the Change in Control transaction; or (iii) by the employee for Good Reason.
|
•
|
Each outstanding option automatically accelerates so that each option becomes fully exercisable for all of the shares of Common Stock at the time subject to such option immediately prior to the corporation transaction;
|
•
|
All outstanding repurchase rights automatically terminate and the shares of Common Stock subject to those terminated rights immediately vest in full;
|
•
|
Immediately following a corporate transaction, all outstanding options terminate and cease to be outstanding, except to the extent assumed by the successor corporation and thereafter adjusted in accordance with the 1995 Plan; and
|
•
|
In the event of an “involuntary termination” of an optionee's “service” with us within 18 months following a corporate transaction, any fully-vested options issued to such holder remain exercisable until the earlier of (i) the expiration of the option term, or (ii) the expiration of one year from the effective date of the involuntary termination.
|
•
|
Any “person” (as defined in Section 3(a)(9) of the Exchange Act, and as modified in Section 13(d) and 14(d) of the Exchange Act) other than (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) or any Affiliate, (D) a company owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, or (E) an underwriter temporarily holding securities pursuant to an offering of such securities (a “Person”), becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the shares of voting stock of the Company then outstanding;
|
•
|
A merger or consolidation transferring greater than 50% of the voting power of our outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction;
|
•
|
The disposition of all or substantially all of our assets, other than to the current holders of 50% or more of the voting power of our voting securities; or
|
•
|
The disposition of all or substantially all of our assets in a complete liquidation or dissolution.
|
•
|
All options and stock appreciation rights then outstanding become immediately vested and fully exercisable;
|
•
|
All restrictions and conditions of all restricted stock and phantom stock then outstanding are deemed satisfied, and the restriction period or other limitations on payment in full with respect thereto are deemed to have expired, as of the date of the Change of Control; and
|
•
|
All outstanding performance awards and any other stock or performance-based awards, which would include our annual cash performance awards, become fully vested, deemed earned in full and are to be promptly paid to the participants as of the date of the Change of Control.
|
•
|
Any “person” (as defined in Section 3(a)(9) of the Exchange Act, and as modified in Section 13(d) and 14(d) of the Exchange Act) other than (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) or any Affiliate, (D) a company owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, or (E) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the shares of voting stock of the Company then outstanding;
|
•
|
A merger, organization, business combination or consolidation of us or one of our subsidiaries transferring greater than 50% of the voting power of our outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction;
|
•
|
The disposition of all or substantially all of our assets, other than to the current holders of 50% or more of the voting power of our voting securities; or
|
•
|
The approval by the stockholders of a plan for the complete liquidation or dissolution.
|
•
|
All outstanding options, stock appreciation rights and restricted stock units shall immediately become fully vested and exercisable in full;
|
•
|
The restriction period of any restricted stock or phantom stock then outstanding shall immediately be deemed satisfied and the restrictions shall expire; and
|
•
|
The performance goals established under any Performance Award will be deemed to have been met in full for all performance periods.
|
•
|
A “change in the ownership of the Company,” which shall occur on the date that any person or group acquires more than 50% of our Common Stock, other than transactions by us or by one of our affiliates, our employee benefit plans, acquisitions by current investors or by an underwriter;
|
•
|
A “merger of the Company,” which shall occur on the date a merger, reorganization, or other similar business combination results in our current equity holders owning less than 50% of the combined voting power of our equity securities following the transaction;
|
•
|
The “change in the effective control of the Company,” which shall occur on the date that either (a) any person or group acquires ownership of the Common Stock possessing more than 35% of the total voting power of our Common Stock, unless such an acquisition was conducted by one of our employee benefit plans, our investors for financing purposes, any merger or acquisition with a company-controlled entity, or an underwriter, or (b) the majority of the members of our Board of Directors are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of directors prior to such appointment or election; or
|
•
|
A “change in the ownership of a substantial portion of the Company's assets,” which shall occur on the date that any person or group acquires 40% or more of the fair market value of our assets.
|
Name
|
|
Type of Payment
|
|
Severance Plan: Qualifying Termination Event
|
|
Change in Control: No Termination Event(1)
|
|
Change in Control: Termination
Event(2)
|
||||||
Roger D. Linquist
|
|
Cash Severance
|
|
$
|
6,067,923
|
|
|
$
|
1,337,000
|
|
|
$
|
5,730,000
|
|
|
|
Benefits
|
|
$
|
17,265
|
|
|
|
|
$
|
17,265
|
|
||
|
|
Equity Incentives
|
|
|
|
$
|
5,176,085
|
|
|
$
|
5,176,085
|
|
||
|
|
Total
|
|
$
|
6,085,188
|
|
|
$
|
6,513,085
|
|
|
$
|
10,923,350
|
|
|
|
|
|
|
|
|
|
|
||||||
Thomas C. Keys
|
|
Cash Severance
|
|
$
|
2,263,181
|
|
|
$
|
529,200
|
|
|
$
|
2,234,000
|
|
|
|
Benefits
|
|
$
|
25,660
|
|
|
|
|
$
|
25,660
|
|
||
|
|
Equity Incentives
|
|
|
|
$
|
2,688,347
|
|
|
$
|
2,688,347
|
|
||
|
|
Total
|
|
$
|
2,288,841
|
|
|
$
|
3,217,547
|
|
|
$
|
4,948,007
|
|
|
|
|
|
|
|
|
|
|
||||||
J. Braxton Carter
|
|
Cash Severance
|
|
$
|
1,972,088
|
|
|
$
|
432,800
|
|
|
$
|
1,947,600
|
|
|
|
Benefits
|
|
$
|
25,330
|
|
|
|
|
$
|
25,330
|
|
||
|
|
Equity Incentives
|
|
|
|
$
|
2,070,260
|
|
|
$
|
2,070,260
|
|
||
|
|
Total
|
|
$
|
1,997,418
|
|
|
$
|
2,503,060
|
|
|
$
|
4,043,190
|
|
|
|
|
|
|
|
|
|
|
||||||
Mark A. Stachiw
|
|
Cash Severance
|
|
$
|
1,551,133
|
|
|
$
|
330,750
|
|
|
$
|
1,543,500
|
|
|
|
Benefits
|
|
$
|
25,660
|
|
|
|
|
$
|
25,660
|
|
||
|
|
Equity Incentives
|
|
|
|
$
|
1,248,254
|
|
|
$
|
1,248,254
|
|
||
|
|
Total
|
|
$
|
1,576,793
|
|
|
$
|
1,579,004
|
|
|
$
|
2,817,414
|
|
|
|
|
|
|
|
|
|
|
||||||
Dennis T. Currier
|
|
Cash Severance
|
|
$
|
1,002,592
|
|
|
$
|
201,500
|
|
|
$
|
1,023,000
|
|
|
|
Benefits
|
|
$
|
25,660
|
|
|
|
|
$
|
25,660
|
|
||
|
|
Equity Incentives
|
|
|
|
$
|
560,551
|
|
|
$
|
560,551
|
|
||
|
|
Total
|
|
$
|
1,028,252
|
|
|
$
|
762,051
|
|
|
$
|
1,609,211
|
|
(1)
|
Upon a Change in Control, all outstanding unvested stock options and restricted stock attributable to the NEO would immediately vest and any annual cash performance awards attributable to each Named Executive Officer would immediately vest and be deemed earned in full at the target level as of the date of the Change in Control without regard to any applicable performance cycle, restriction or condition being completed or satisfied. Such vesting and payment is not conditioned on a termination of employment. These amounts reflect the value of the unvested outstanding awards of each Named Executive Officer upon an occurrence of a Change in Control. The closing price per share of the Company's Common Stock on December 31, 2012, $9.94, was used for the purpose of the valuations. For an example of the nature and amounts of the annual cash performance awards granted to our Named Executive Officers in 2012, see the column entitled “Non-Equity Incentive Plan Compensation” in the “2012 Summary Compensation Table.”
|
(2)
|
Upon a Change in Control, in addition to all the awards attributable to the NEO immediately vesting as noted in (1) above, if a resulting termination of employment also occurs, the Named Executive Officer would be entitled to receive the Cash Severance consisting of the Lump Sum Severance Payment described in more detail in “Change in Control Agreements” above, together with the Benefits consisting of certain health and dental benefits. Additionally, if a resulting termination event occurred, each Named Executive Officer would be paid any amounts owed to him as of the date of termination, including among other things, accrued and unpaid salary, reimbursement of business expenses, accrued vacation pay, plus any vested and unpaid annual cash performance award, plus any pro-rata portion of his annual cash incentive award for the year in which he was terminated, which payments are not included in this table.
|
•
|
each of our directors;
|
•
|
each Named Executive Officer;
|
•
|
all of our directors and executive officers as a group; and
|
•
|
each person known by us to beneficially own more than 5% of the outstanding shares of our Common Stock.
|
|
Common Stock
Beneficially Owned
|
||||
|
Number
|
|
Percentage
|
||
Directors and Named Executive Officers(1)(16):
|
|
|
|
||
|
|
|
|
||
Roger D. Linquist(2)
|
12,578,721
|
|
|
3.36
|
%
|
Thomas C. Keys(3)
|
1,915,662
|
|
|
*
|
|
J. Braxton Carter(4)
|
1,161,590
|
|
|
*
|
|
Mark A. Stachiw(5)
|
926,386
|
|
|
*
|
|
Dennis T. Currier(6)
|
149,902
|
|
|
*
|
|
W. Michael Barnes(7)
|
345,264
|
|
|
*
|
|
John (Jack) F. Callahan, Jr.(8)
|
95,033
|
|
|
*
|
|
C. Kevin Landry(9)
|
1,400,401
|
|
|
*
|
|
Arthur C. Patterson(10)
|
5,399,337
|
|
|
1.47
|
%
|
James N. Perry, Jr.(11)(12)
|
30,854,545
|
|
|
8.38
|
%
|
All directors and Named Executive Officers as a group (10 persons)
|
54,826,841
|
|
|
14.46
|
%
|
|
|
|
|
||
Beneficial Owners of More Than 5%:
|
|
|
|
||
|
|
|
|
||
BlackRock Inc.(13)
|
29,364,009
|
|
|
7.98
|
%
|
40 East 52
nd
Street
|
|
|
|
||
New York, New York 10022
|
|
|
|
||
Madison Dearborn Capital Partners IV, L.P.(11)(12)
|
30,581,312
|
|
|
8.31
|
%
|
Three First National Plaza, Suite 4600
|
|
|
|
||
Chicago, IL 60602
|
|
|
|
||
Paulson & Co. Inc.(14)
|
31,800,000
|
|
|
8.65
|
%
|
1251 Avenue of the Americas
|
|
|
|
||
New York, New York 10020
|
|
|
|
||
Vanguard Group, Inc.(15)
|
21,441,164
|
|
|
5.83
|
%
|
100 Vanguard Boulevard
|
|
|
|
||
Malvern, PA 19355-2331
|
|
|
|
(1)
|
Unless otherwise indicated, the address of each person is c/o MetroPCS Communications, Inc., 2250 Lakeside Blvd., Richardson, Texas 75082.
|
(2)
|
Includes 6,969,814 shares of Common Stock issuable upon exercise of options and 84,063 shares of restricted stock as granted under our Equity Plans, 3,824,844 shares of Common Stock held directly by Mr. Linquist, and 1,700,000 shares of Common Stock held by THCT Partners, LTD, a partnership with which Mr. Linquist is affiliated, may be deemed to be a member of a “group” under Section 13d-3 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and may be deemed to share voting and/or investment power with respect to the shares owned by such entities. Mr. Linquist disclaims beneficial ownership of such shares, except to the extent of his interest in such shares arising from his interests in THCT Partners, LTD. Mr. Linquist has dispositive power with respect to the Common Stock held by THCT Partners, LTD.
|
(3)
|
Includes 1,726,411 shares of Common Stock issuable upon exercise of options and 39,063 shares of restricted stock as granted under our Equity Plans.
|
(4)
|
Includes 1,027,037 shares of Common Stock issuable upon exercise of options and 34,063 shares of restricted stock as granted under our Equity Plans.
|
(5)
|
Includes 834,529 shares of Common Stock issuable upon exercise of options and 20,313 shares of restricted stock as granted under our Equity Plans.
|
(6)
|
Includes 108,125 shares of Common Stock issuable upon exercise of options and 11,459 shares of restricted stock as granted under our Equity Plans.
|
(7)
|
Includes 309,220 shares of Common Stock issuable upon exercise of options and 1,000 shares of restricted stock as granted under our Equity Plans.
|
(8)
|
Includes 83,533 shares of Common Stock issuable upon exercise of options and 1,000 shares of restricted stock as granted under our Equity Plans.
|
(9)
|
Includes 30,801 shares of Common Stock issuable upon exercise of stock options and 1,000 shares of restricted stock as granted to Mr. Landry under our Equity Plans and 8,500 shares of Common Stock held directly by Mr. Landry. All other shares attributed to Mr. Landry are owned directly by TA Atlantic and Pacific V L.P., TA Investors II L.P., TA IX L.P., TA Strategic Partners Fund A L.P. and TA Strategic Partners Fund B L.P., with which Mr. Landry is affiliated, may be deemed to be a member of a “group” (hereinafter referred to as TA Associates, et al) under Section 13d-3 of the Exchange Act and may be deemed to share voting and/or investment power with respect to the shares owned by such entities. Mr. Landry disclaims beneficial ownership of such shares, except to the extent of his interest in such shares arising from his interests in TA Associates, et al.
|
(10)
|
Includes 82,667 shares of Common Stock issuable upon exercise of options and 1,000 shares of restricted stock as granted to Mr. Patterson under our Equity Plans and 523,352 shares of Common Stock held directly by Mr. Patterson. All other shares attributed to Mr. Patterson are owned directly by ACP Family Partnership L.P., Ellmore C. Patterson Partners, ACP 2007 Accel-7 GRAT U/A/D 4/2/07 and ACP 2007 Accel-10 GRAT U/A/D 4/2/07, with which Mr. Patterson may be deemed to share voting and/or investment power with respect to the shares owned by such entities. Mr. Patterson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
|
(11)
|
Includes 261,733 shares of Common Stock issuable upon exercise of options and 1,000 shares of restricted stock subject as granted to Mr. Perry under our Equity Plans and 10,500 shares of Common Stock held directly by Mr. Perry. All other shares attributed to Mr. Perry are owned directly by Madison Dearborn Capital Partners IV, L.P. (“MDCP IV”) and Madison Dearborn Partners IV, L.P. (“MDP IV”). Mr. Perry is a Managing Director of the general partner of MDP IV and a limited partner of MDP IV, and therefore may be deemed to share voting and investment power over such shares and therefore to beneficially own such shares. Mr. Perry disclaims any beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares arising from his interests in MDP IV.
|
(12)
|
MDCP IV and MDP IV may be deemed to be a “group” under Section 13d-3 of the Exchange Act and the shares held by MDCP IV may be deemed to be beneficially owned by MDP IV, the sole general partner of MDCP IV. As the sole members of a limited partner committee of MDP IV that has the power, acting by majority vote, to vote or dispose of the shares held directly by MDCP IV, Paul J. Finnegan and Samuel M. Mencoff have shared voting and investment power over such shares. Messrs. Finnegan and Mencoff, and MDP IV each disclaims any beneficial ownership of any shares held by MDCP IV, except to the extent of their respective pecuniary interests therein.
|
(13)
|
Based on a Schedule 13G reporting beneficial ownership as of December 31, 2012, BlackRock, Inc. as the parent holding company of the subsidiaries listed in such Schedule 13G, has sole voting power and sole dispositive power over 29,364,009 shares of Common Stock.
|
(14)
|
Paulson & Co. Inc. and/or certain of its affiliated entities, which we refer to collectively as Paulson, provide investment management services to certain pooled investment vehicles and managed accounts, which we refer to collectively as the funds. Based on the Schedule 13G dated December 31, 2012 filed by Paulson, the funds may be deemed to be the beneficial owners of, in the aggregate, 31,800,000 shares of MetroPCS Communications, Inc., which we refer to as the fund shares. Paulson disclaims beneficial ownership of the fund shares for purposes of the Exchange Act.
|
(15)
|
Based on a Schedule 13G reporting beneficial ownership as of December 31, 2012, Vanguard Group, Inc. is deemed to be the beneficial owner of 21,441,164 shares as a result of Vanguard Group, Inc. (or its affiliate) acting as investment adviser to various investment portfolios.
|
(16)
|
Does not include the following number of shares of unvested restricted stock that are not beneficially owned and have no voting and/or investment power, but are held by the following individuals:
|
Name
|
|
Number of Shares
|
|
Roger D. Linquist
|
|
351,563
|
|
Thomas C. Keys
|
|
193,750
|
|
J. Braxton Carter
|
|
150,625
|
|
Mark A. Stachiw
|
|
90,625
|
|
Dennis T. Currier
|
|
42,188
|
|
W. Michael Barnes
|
|
6,500
|
|
John (Jack) F. Callahan, Jr.
|
|
6,500
|
|
C. Kevin Landry
|
|
6,500
|
|
Arthur C. Patterson
|
|
6,500
|
|
James N. Perry, Jr.
|
|
6,500
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (1)
|
||||
Equity Compensation Plans
Approved by Stockholders
|
|
31,207,188
|
|
|
$
|
14.13
|
|
|
12,260,078
|
|
Equity Compensation Plans Not
Approved by Stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
31,207,188
|
|
|
$
|
14.13
|
|
|
12,260,078
|
|
(1
|
)
|
Number of securities remaining available for future issuance under the 2004 Plan and 2010 Plan include all forms of awards as defined in the 2004 Plan and 2010 Plan, including, among other things, stock options and restricted stock awards.
|
•
|
Less than 20% interest in New Asurion, or Asurion, a company that provides services to our customers, including handset insurance programs. Pursuant to our agreement with Asurion, we bill our customers directly for these services and we remit the fees collected from our customers for these services to Asurion. As compensation for providing this billing and collection service, Asurion paid the Company approximately $11.9 million since January 1, 2012. Asurion also purchased replacement handsets through our third-party distributor for approximately $32.0 million since January 1, 2012.
|
•
|
Less than 20% equity interest in Univision Communications, which we paid approximately $7.8 million since January 1, 2012 for advertising services.
|
•
|
Less than 60% interest in NextG Networks, or NextG, through April 2012. The Company paid NextG approximately $15.9 million for DAS services between January 1, 2012 and April 10, 2012.
|
•
|
whether the terms of the Related Person Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related person;
|
•
|
whether there are business reasons and benefits for the Company to enter into the Related Person Transaction;
|
•
|
whether the Related Person Transaction would impair the independence of an outside director, and whether such transaction is with immediate family members or an entity which is owned or controlled in substantial part by a director; and
|
•
|
whether the Related Person Transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director, executive officer or other related person, the direct or indirect nature of the director's, executive officer's or other related person's interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.
|
|
2012
|
|
2011
|
||||
Audit Fees
(1)
|
$
|
3,675
|
|
|
$
|
3,600
|
|
Audit-Related Fees
(2)
|
222
|
|
|
55
|
|
||
Tax Fees
(3)
|
64
|
|
|
551
|
|
||
All Other Fees
(4)
|
5
|
|
|
7
|
|
||
Total Fees
|
$
|
3,966
|
|
|
$
|
4,213
|
|
(1)
|
Consists of fees for the audits of our consolidated financial statements for the years ended December 31, 2012 and 2011, reviews of our interim financial statements, and auditing the Company’s assessment of its compliance with Section 404 of the Sarbanes-Oxley Act as it relates to internal controls over financial reporting.
|
(2)
|
Consists of fees for assurance and related services, other than those included in Audit Fees and includes fees in 2012 and 2011 for procedures performed related to the Company's business combination related activities. Fees billed in 2011 also include XBRL agreed upon procedures.
|
(3)
|
Consists of fees billed in 2012 and 2011 related to state tax policy analysis, tax credit studies and tax advice.
|
(4)
|
Consists of subscription fees billed for the Deloitte Accounting Research Tool and seminar registration fees in 2012 and 2011.
|
|
Page
|
Audited Consolidated Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated Balance Sheets as of December 31, 2012 and 2011
|
F-2
|
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
|
F-3
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2011 and 2010
|
F-4
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
|
F-5
|
Notes to Consolidated Financial Statements
|
F-6
|
Exhibit No.
|
Description
|
2.1
|
Agreement and Plan of Merger, dated as of April 6, 2004, by and among MetroPCS Communications, Inc., MPCS Holdco Merger Sub, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(a) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
2.2
|
Agreement and Plan of Merger, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc., MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(b) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
2.3(a)
|
Business Combination Agreement, dated as of October 3, 2012, by and among MetroPCS Communications, Inc., Deutsche Telekom AG, T-Mobile Global Zwischenholding GMBH, T-Mobile Global Holding GMBH and T-Mobile USA, Inc. (Filed as Exhibit 2.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on October 3, 2012 and incorporated by reference herein).
|
2.3(b)
|
Consent Solicitation Letter Agreement dated December 5, 2012, by and among MetroPCS Communications, Inc., Deutsche Telekom AG, T-Mobile Global Zwischenholding GMBH, T-Mobile Global Holding GMBH and T-Mobile USA, Inc., amending Exhibit G to the Business Combination Agreement (Filed as Exhibit 2.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on December 7, 2012 and incorporated by reference herein).
|
3.1
|
Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 t Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
3.2
|
Fourth Amended and Restated Bylaws of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on March 18, 2011 and incorporated by reference herein).
|
4.1
|
Form of Certificate of MetroPCS Communications, Inc. Common Stock. (Filed as Exhibit 4.1 to Amendment No. 4 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 3, 2007, and incorporated by reference herein).
|
4.2(a)
|
Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (Filed as Exhibit 4.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on March 30, 2007, and incorporated by reference herein and filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 11, 2007, and incorporated by reference herein).
|
4.2(b)
|
Amendment No. 1 to the Rights Agreement, dated as of October 3, 2012, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Filed as Exhibit 4.1 to MetroPCS Communications, Inc's Current Report on Form 8-K on October 3, 2012 and incorporated by reference herein).
|
10.1(a)
|
Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(d) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(b)
|
First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(e) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(c)
|
Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(f) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.2
|
Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (Filed as Exhibit 10.1(a) to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.3
|
MetroPCS Communications Inc. 2010 Equity Incentive Compensation Plan (Filed as Annex A to MetroPCS Communications, Inc. Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders filed on Schedule 14A with the Commission on April 19, 2010, and incorporated by reference herein).
|
10.4
|
Form of Officer and Director Indemnification Agreement (Filed as Exhibit 10.4 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.5
|
MetroPCS Communications, Inc. Third Amended and Restated Non-Employee Director Remuneration Plan, effective March 11, 2010 (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 10, 2010, and incorporated by reference herein).
|
10.6
|
Form of Officer Annual Cash Performance Award Agreement (Filed as Exhibit 10.4 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on October 30, 2012, and incorporated by reference herein).
|
10.7
|
MetroPCS Communications, Inc. Severance Pay Plan (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on May 31, 2012, and incorporated by reference herein).
|
10.8 (a)
|
Form Change in Control Agreement (Filed as Exhibit 10.2 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.8 (b)
|
Form Change in Control Agreement Amendment (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on October 30, 2012, and incorporated by reference herein).
|
10.9(a)*
|
MetroPCS Communications, Inc. Employee Non-qualified Stock Option Award Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.9(b)*
|
MetroPCS Communications, Inc. Non-Employee Director Non-Qualified Stock Option Award Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.10(a)*
|
MetroPCS Communications, Inc. Employee Restricted Stock Grant Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.10 (b)*
|
MetroPCS Communications, Inc. Non-Employee Director Restricted Stock Grant Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.11
|
Form Amendment to the MetroPCS Communications, Inc. Notice of Grant of Stock Option relating to
the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.5 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.12(a)
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Employee Non-Qualified Stock Option Award Agreement (Filed as Exhibit 10.12 to MetroPCS Communications, Inc's annual report on Form 10-K filed on February 29, 2012, and incorporated by reference herein).
|
10.12(b)*
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Non-Employee Director Non-Qualified Stock Option Award Agreement.
|
10.13(a)*
|
Form Employee Restricted Stock Grant Agreement Pursuant to the Terms of the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan.
|
10.13(b)*
|
Form Non-Employee Director Restricted Stock Grant Agreement Pursuant to the Terms of the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan.
|
10.14(a)
|
Amended and Restated Credit Agreement, dated as of February 20, 2007, among MetroPCS Wireless, Inc., as borrower, the several lenders from time to time parties thereto, Bear Stearns Corporate Lending Inc., as administrative agent and syndication agent, Bear, Stearns & Co. Inc., as sole lead arranger and joint book runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runner and Banc of America Securities LLC, as joint book runner (Filed as Exhibit 10.12 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.14(b)
|
Amendment and Restatement and Resignation and Appointment Agreement, dated as of July 16, 2010, by and among MetroPCS Wireless, Inc., as borrower, MetroPCS Communications, Inc. and certain of its subsidiaries named therein as guarantors, the several banks and other financial institutions or entities listed on the signature pages thereto as lenders, Bear Stearns Corporate Lending, Inc., as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on July 22, 2010, and incorporated by reference herein).
|
10.14(c)
|
Amendment and Restatement Agreement, dated as of March 17, 2011, among MetroPCS Wireless, Inc., the Guarantors (as defined therein), JPMorgan Chase Bank, N.A. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on March 22, 2011, and incorporated by reference herein).
|
10.14(d)
|
Incremental Commitment Agreement, dated as of May 10, 2011, among MetroPCS Wireless, Inc., the Guarantors (as defined therein), the financial institutions signatories thereto and JPMorgan Chase Bank, N.A. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on May 10, 2011, and incorporated by reference herein).
|
10.16(a)†
|
Managed Services Agreement, entered into on September 15, 2008 and effective as of April 8, 2008, by and between MetroPCS Wireless, Inc. and Amdocs Software Systems Limited and Amdocs, Inc. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on November 10, 2008, and incorporated by reference herein).
|
10.16(b)†
|
Master Procurement Agreement by and between MetroPCS Wireless, Inc. and Ericsson Inc. dated and effective as of September 10, 2009. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on November 6, 2009, and incorporated by reference herein).
|
10.16(c) †
|
Amendment No. 1 to Master Procurement Agreement, dated June 13, 2011, by and between MetroPCS Wireless, Inc. and Ericsson Inc. (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on August 3, 2011, and incorporated by reference herein).
|
10.17(a)†
|
Master Services Agreement effective March 31, 2010 by and between MetroPCS Wireless, Inc. and InComm Holdings, Inc. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on May 10, 2010, and incorporated by reference herein).
|
10.17(b)†
|
Amendment No. 1 to Master Services Agreement, effective as of March 4, 2011, by and between MetroPCS Wireless, Inc. and InComm Holdings, Inc. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 6, 2011, and incorporated by reference herein).
|
10.18
|
Underwriting Agreement, dated as of September 7, 2010, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (Filed as Exhibit 1.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on September 10, 2010, and incorporated by reference herein).
|
10.19(a)
|
Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.1 MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on September 21, 2010, and incorporated by reference herein).
|
10.19(b)
|
First Supplemental Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.2 MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on September 21, 2010, and incorporated by reference herein).
|
10.19(c)
|
Second Supplemental Indenture, dated November 17, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.1 MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on November 17, 2010, and incorporated by reference herein).
|
10.19(d)
|
Third Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 10.19(d) to MetroPCS Communications, Inc's annual report on Form 10-K filed on March 1, 2011, and incorporated by reference herein).
|
10.19(e)
|
Fourth Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 10.19(e) to MetroPCS Communications, Inc's annual report on Form 10-K filed on March 1, 2011, and incorporated by reference herein).
|
10.20
|
Underwriting Agreement, dated as of November 5, 2010, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and J.P. Morgan Securities LLC (Filed as Exhibit 1.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on November 12, 2010, and incorporated by reference herein).
|
|
|
|
|
|
|
|
|
|
|
|
METROPCS COMMUNICATIONS, INC.
|
||
|
|
|
|
|
|
|
Date: March 1, 2013
|
|
|
|
By:
|
|
/s/ Roger D. Linquist
|
|
|
|
|
|
|
Roger D. Linquist
Chief Executive Officer and
Chairman of the Board
|
/s/ ROGER D. LINQUIST
Roger D. Linquist
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
|
/s/ J. BRAXTON CARTER
J. Braxton Carter
Chief Financial Officer and Vice Chairman
(Principal Financial Officer)
|
|
|
|
/s/ CHRISTINE B. KORNEGAY
Christine B. Kornegay
Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
/s/ JAMES N. PERRY, JR.
James N. Perry, Jr.
Director
|
|
|
|
/s/ W. MICHAEL BARNES
W. Michael Barnes
Director
|
|
/s/ JOHN F. CALLAHAN, JR.
John F. Callahan, Jr.
Director
|
|
|
|
/s/ C. KEVIN LANDRY
C. Kevin Landry
Director
|
|
/s/ ARTHUR C. PATTERSON
Arthur C. Patterson
Director
|
|
|
|
|
|
2012
|
|
2011
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,368,302
|
|
|
$
|
1,943,282
|
|
Short-term investments
|
|
244,990
|
|
|
299,972
|
|
||
Inventories
|
|
259,157
|
|
|
239,648
|
|
||
Accounts receivable (net of allowance for uncollectible accounts of $476 and $601 at December 31, 2012 and 2011, respectively)
|
|
98,653
|
|
|
78,023
|
|
||
Prepaid expenses
|
|
65,069
|
|
|
55,712
|
|
||
Deferred charges
|
|
78,181
|
|
|
74,970
|
|
||
Deferred tax assets
|
|
3,493
|
|
|
7,214
|
|
||
Other current assets
|
|
69,458
|
|
|
44,772
|
|
||
Total current assets
|
|
3,187,303
|
|
|
2,743,593
|
|
||
Property and equipment, net
|
|
4,292,061
|
|
|
4,017,999
|
|
||
Restricted cash and investments
|
|
4,929
|
|
|
2,576
|
|
||
Long-term investments
|
|
1,679
|
|
|
6,319
|
|
||
FCC licenses
|
|
2,562,407
|
|
|
2,539,041
|
|
||
Other assets
|
|
141,036
|
|
|
173,403
|
|
||
Total assets
|
|
$
|
10,189,415
|
|
|
$
|
9,482,931
|
|
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
501,929
|
|
|
$
|
512,346
|
|
Current maturities of long-term debt
|
|
36,640
|
|
|
33,460
|
|
||
Deferred revenue
|
|
237,635
|
|
|
245,705
|
|
||
Other current liabilities
|
|
71,599
|
|
|
25,212
|
|
||
Total current liabilities
|
|
847,803
|
|
|
816,723
|
|
||
Long-term debt, net
|
|
4,724,112
|
|
|
4,711,021
|
|
||
Deferred tax liabilities
|
|
1,031,374
|
|
|
817,106
|
|
||
Deferred rents
|
|
136,456
|
|
|
120,028
|
|
||
Other long-term liabilities
|
|
90,763
|
|
|
90,453
|
|
||
Total liabilities
|
|
6,830,508
|
|
|
6,555,331
|
|
||
COMMITMENTS AND CONTINGENCIES (See Note 12)
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Preferred stock, par value $0.0001 per share, 100,000,000 shares authorized; no shares of preferred stock issued and outstanding at December 31, 2012 and 2011
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001 per share, 1,000,000,000 shares authorized, 364,492,637 and 362,460,395 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
|
37
|
|
|
36
|
|
||
Additional paid-in capital
|
|
1,826,044
|
|
|
1,784,273
|
|
||
Retained earnings
|
|
1,553,590
|
|
|
1,159,418
|
|
||
Accumulated other comprehensive loss
|
|
(9,602
|
)
|
|
(9,295
|
)
|
||
Less treasury stock, at cost, 1,057,237 and 602,881 treasury shares at December 31, 2012 and 2011, respectively
|
|
(11,162
|
)
|
|
(6,832
|
)
|
||
Total stockholders’ equity
|
|
3,358,907
|
|
|
2,927,600
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
10,189,415
|
|
|
$
|
9,482,931
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
4,539,777
|
|
|
$
|
4,428,208
|
|
|
$
|
3,689,695
|
|
Equipment revenues
|
|
561,501
|
|
|
419,174
|
|
|
379,658
|
|
|||
Total revenues
|
|
5,101,278
|
|
|
4,847,382
|
|
|
4,069,353
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Cost of service (excluding depreciation and amortization expense of $559,730, $463,624 and $393,721 shown separately below)
|
|
1,490,227
|
|
|
1,473,836
|
|
|
1,223,931
|
|
|||
Cost of equipment
|
|
1,439,824
|
|
|
1,439,595
|
|
|
1,093,944
|
|
|||
Selling, general and administrative expenses (excluding depreciation and amortization expense of $81,695, $75,211 and $56,011 shown separately below)
|
|
696,789
|
|
|
643,959
|
|
|
621,660
|
|
|||
Depreciation and amortization
|
|
641,425
|
|
|
538,835
|
|
|
449,732
|
|
|||
Loss (gain) on disposal of assets
|
|
9,044
|
|
|
3,619
|
|
|
(38,812
|
)
|
|||
Total operating expenses
|
|
4,277,309
|
|
|
4,099,844
|
|
|
3,350,455
|
|
|||
Income from operations
|
|
823,969
|
|
|
747,538
|
|
|
718,898
|
|
|||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
275,494
|
|
|
261,073
|
|
|
263,125
|
|
|||
Interest income
|
|
(1,603
|
)
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|||
Other (income) expense, net
|
|
(4,880
|
)
|
|
(699
|
)
|
|
1,807
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
9,536
|
|
|
143,626
|
|
|||
Gain on settlement
|
|
(52,500
|
)
|
|
—
|
|
|
—
|
|
|||
Total other expense
|
|
216,511
|
|
|
267,882
|
|
|
406,604
|
|
|||
Income before provision for income taxes
|
|
607,458
|
|
|
479,656
|
|
|
312,294
|
|
|||
Provision for income taxes
|
|
(213,286
|
)
|
|
(178,346
|
)
|
|
(118,879
|
)
|
|||
Net income
|
|
$
|
394,172
|
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gains on available-for-sale securities, net of tax of $148, $134 and $242, respectively
|
|
3,661
|
|
|
212
|
|
|
361
|
|
|||
Unrealized losses on cash flow hedging derivatives, net of tax benefit of $3,907, $13,975 and $4,879, respectively
|
|
(6,153
|
)
|
|
(22,145
|
)
|
|
(7,268
|
)
|
|||
Reclassification adjustment for gains on available-for-sale securities included in net income, net of tax of $108, $191 and $227, respectively
|
|
(7,029
|
)
|
|
(303
|
)
|
|
(338
|
)
|
|||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income, net of tax benefit of $5,850, $9,059 and $11,526, respectively
|
|
9,214
|
|
|
14,356
|
|
|
17,170
|
|
|||
Total other comprehensive (loss) income
|
|
(307
|
)
|
|
(7,880
|
)
|
|
9,925
|
|
|||
Comprehensive income
|
|
$
|
393,865
|
|
|
$
|
293,430
|
|
|
$
|
203,340
|
|
Net income per common share (See Note 16):
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.08
|
|
|
$
|
0.83
|
|
|
$
|
0.54
|
|
Diluted
|
|
$
|
1.07
|
|
|
$
|
0.82
|
|
|
$
|
0.54
|
|
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
363,449,061
|
|
|
360,410,168
|
|
|
353,711,045
|
|
|||
Diluted
|
|
364,880,303
|
|
|
363,837,940
|
|
|
356,135,089
|
|
|
|
Number of Common Shares
|
|
Amount
|
|
Number of Treasury Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
||||||||||||||
BALANCE, January 1, 2010
|
|
352,711,263
|
|
|
$
|
35
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,634,754
|
|
|
$
|
664,693
|
|
|
$
|
(11,340
|
)
|
|
$
|
2,288,142
|
|
Exercise of Common Stock options
|
|
2,255,318
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
10,122
|
|
|
—
|
|
|
—
|
|
|
10,123
|
|
||||||
Restricted Common Stock vested and issued
|
|
589,903
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,537
|
|
|
—
|
|
|
—
|
|
|
46,537
|
|
||||||
Tax impact of Common Stock option and restricted stock forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,652
|
)
|
|
—
|
|
|
—
|
|
|
(4,652
|
)
|
||||||
Purchase of Treasury Stock
|
|
(237,818
|
)
|
|
—
|
|
|
237,818
|
|
|
(1,914
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,914
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,415
|
|
|
—
|
|
|
193,415
|
|
||||||
Unrealized gains on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
361
|
|
||||||
Unrealized losses on cash flow hedging derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,268
|
)
|
|
(7,268
|
)
|
||||||
Reclassification adjustment for gains on available-for-sale securities included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
(338
|
)
|
||||||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,170
|
|
|
17,170
|
|
||||||
BALANCE, December 31, 2010
|
|
355,318,666
|
|
|
$
|
36
|
|
|
237,818
|
|
|
$
|
(1,914
|
)
|
|
$
|
1,686,761
|
|
|
$
|
858,108
|
|
|
$
|
(1,415
|
)
|
|
$
|
2,541,576
|
|
Exercise of Common Stock options
|
|
6,370,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,077
|
|
|
—
|
|
|
—
|
|
|
59,077
|
|
||||||
Restricted Common Stock vested and issued
|
|
1,136,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,791
|
|
|
—
|
|
|
—
|
|
|
41,791
|
|
||||||
Tax impact of Common Stock option and restricted stock forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,356
|
)
|
|
—
|
|
|
—
|
|
|
(3,356
|
)
|
||||||
Purchase of Treasury Stock
|
|
(365,063
|
)
|
|
—
|
|
|
365,063
|
|
|
(4,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,918
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301,310
|
|
|
—
|
|
|
301,310
|
|
||||||
Unrealized gains on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|
212
|
|
||||||
Unrealized losses on cash flow hedging derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,145
|
)
|
|
(22,145
|
)
|
||||||
Reclassification adjustment for gains on available-for-sale securities included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
(303
|
)
|
||||||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,356
|
|
|
14,356
|
|
||||||
BALANCE, December 31, 2011
|
|
362,460,395
|
|
|
$
|
36
|
|
|
602,881
|
|
|
$
|
(6,832
|
)
|
|
$
|
1,784,273
|
|
|
$
|
1,159,418
|
|
|
$
|
(9,295
|
)
|
|
$
|
2,927,600
|
|
Exercise of Common Stock options
|
|
996,325
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
6,107
|
|
|
—
|
|
|
—
|
|
|
6,108
|
|
||||||
Restricted Common Stock vested and issued
|
|
1,490,273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,974
|
|
|
—
|
|
|
—
|
|
|
37,974
|
|
||||||
Tax impact of Common Stock option and restricted stock forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,328
|
)
|
|
—
|
|
|
—
|
|
|
(3,328
|
)
|
||||||
Tax benefits from the exercise of common stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
||||||
Purchase of Treasury Stock
|
|
(454,356
|
)
|
|
—
|
|
|
454,356
|
|
|
(4,330
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,330
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394,172
|
|
|
—
|
|
|
394,172
|
|
||||||
Unrealized gains on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,661
|
|
|
3,661
|
|
||||||
Unrealized losses on cash flow hedging derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,153
|
)
|
|
(6,153
|
)
|
||||||
Reclassification adjustment for gains on available-for-sale securities included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,029
|
)
|
|
(7,029
|
)
|
||||||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,214
|
|
|
9,214
|
|
||||||
BALANCE, December 31, 2012
|
|
364,492,637
|
|
|
$
|
37
|
|
|
1,057,237
|
|
|
$
|
(11,162
|
)
|
|
$
|
1,826,044
|
|
|
$
|
1,553,590
|
|
|
$
|
(9,602
|
)
|
|
$
|
3,358,907
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
394,172
|
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
641,425
|
|
|
538,835
|
|
|
449,732
|
|
|||
Provision for uncollectible accounts receivable
|
|
3,256
|
|
|
518
|
|
|
2
|
|
|||
Deferred rent expense
|
|
16,476
|
|
|
18,828
|
|
|
21,080
|
|
|||
Cost of abandoned cell sites
|
|
2,331
|
|
|
1,099
|
|
|
2,633
|
|
|||
Stock-based compensation expense
|
|
37,974
|
|
|
41,791
|
|
|
46,537
|
|
|||
Non-cash interest expense
|
|
7,509
|
|
|
6,595
|
|
|
13,264
|
|
|||
Loss (gain) on disposal of assets
|
|
9,044
|
|
|
3,619
|
|
|
(38,812
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
9,536
|
|
|
143,626
|
|
|||
Gain on settlement
|
|
(52,500
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on maturity or sale of investments
|
|
(7,137
|
)
|
|
(493
|
)
|
|
(566
|
)
|
|||
Accretion of asset retirement obligations
|
|
6,626
|
|
|
5,224
|
|
|
3,063
|
|
|||
Other non-cash expense
|
|
—
|
|
|
—
|
|
|
1,929
|
|
|||
Deferred income taxes
|
|
216,808
|
|
|
174,617
|
|
|
115,478
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Inventories
|
|
(19,508
|
)
|
|
(78,599
|
)
|
|
(13,648
|
)
|
|||
Accounts receivable, net
|
|
(20,642
|
)
|
|
(20,485
|
)
|
|
(6,523
|
)
|
|||
Prepaid expenses
|
|
(9,292
|
)
|
|
(5,244
|
)
|
|
(3,368
|
)
|
|||
Deferred charges
|
|
(3,212
|
)
|
|
8,515
|
|
|
(24,071
|
)
|
|||
Other assets
|
|
5,433
|
|
|
24,380
|
|
|
17,896
|
|
|||
Accounts payable and accrued expenses
|
|
(51,718
|
)
|
|
1,919
|
|
|
30,946
|
|
|||
Deferred revenue
|
|
(8,070
|
)
|
|
21,234
|
|
|
36,817
|
|
|||
Other liabilities
|
|
12,476
|
|
|
8,609
|
|
|
5,070
|
|
|||
Net cash provided by operating activities
|
|
1,181,451
|
|
|
1,061,808
|
|
|
994,500
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(845,850
|
)
|
|
(889,769
|
)
|
|
(790,385
|
)
|
|||
Change in prepaid purchases of property and equipment
|
|
28,641
|
|
|
(61,815
|
)
|
|
28,200
|
|
|||
Proceeds from sale of and grants received for property and equipment
|
|
3,325
|
|
|
1,118
|
|
|
8,793
|
|
|||
Purchase of investments
|
|
(692,147
|
)
|
|
(599,765
|
)
|
|
(711,827
|
)
|
|||
Proceeds from maturity of investments
|
|
755,569
|
|
|
675,000
|
|
|
562,500
|
|
|||
Proceeds from gain on settlement
|
|
52,500
|
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash and investments
|
|
(2,354
|
)
|
|
300
|
|
|
12,018
|
|
|||
Acquisitions of FCC licenses and microwave clearing costs
|
|
(23,114
|
)
|
|
(4,445
|
)
|
|
(8,873
|
)
|
|||
Cash used in asset acquisitions
|
|
—
|
|
|
(7,495
|
)
|
|
(41,059
|
)
|
|||
Purchase of redeemable minority interest
|
|
—
|
|
|
—
|
|
|
(9,785
|
)
|
|||
Net cash used in investing activities
|
|
(723,430
|
)
|
|
(886,871
|
)
|
|
(950,418
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Change in book overdraft
|
|
9,680
|
|
|
3,445
|
|
|
(82,712
|
)
|
|||
Proceeds from debt issuance, net of discount
|
|
—
|
|
|
1,497,500
|
|
|
1,992,770
|
|
|||
Debt issuance and modification costs
|
|
(10,000
|
)
|
|
(15,351
|
)
|
|
(35,353
|
)
|
|||
Repayment of debt
|
|
(25,390
|
)
|
|
(24,292
|
)
|
|
(16,000
|
)
|
|||
Retirement of long-term debt
|
|
—
|
|
|
(535,792
|
)
|
|
(2,040,186
|
)
|
|||
Payments on capital lease obligations
|
|
(9,069
|
)
|
|
(7,855
|
)
|
|
(3,660
|
)
|
|||
Purchase of treasury stock
|
|
(4,330
|
)
|
|
(4,918
|
)
|
|
(1,914
|
)
|
|||
Proceeds from exercise of stock options
|
|
6,108
|
|
|
59,077
|
|
|
10,123
|
|
|||
Net cash (used in) provided by financing activities
|
|
(33,001
|
)
|
|
971,814
|
|
|
(176,932
|
)
|
|||
INCREASE (DECREASE) CASH AND CASH EQUIVALENTS
|
|
425,020
|
|
|
1,146,751
|
|
|
(132,850
|
)
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
1,943,282
|
|
|
796,531
|
|
|
929,381
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
2,368,302
|
|
|
$
|
1,943,282
|
|
|
$
|
796,531
|
|
1.
|
Organization and Business Operations:
|
2.
|
Summary of Significant Accounting Policies:
|
•
|
valuation of inventories;
|
•
|
estimated useful life of property and equipment;
|
•
|
impairment of long-lived assets and indefinite-lived assets;
|
•
|
likelihood of realizing benefits associated with temporary differences giving rise to deferred tax assets;
|
•
|
reserves for uncertain tax positions;
|
•
|
asset retirement obligations;
|
•
|
determining fair value of FCC licenses; and
|
•
|
stock-based compensation expense.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of period
|
|
$
|
601
|
|
|
$
|
2,494
|
|
|
$
|
2,045
|
|
Additions:
|
|
|
|
|
|
|
||||||
Charged to expense
|
|
3,256
|
|
|
518
|
|
|
2
|
|
|||
Direct reduction to revenue and other accounts
|
|
934
|
|
|
104
|
|
|
602
|
|
|||
Deductions
|
|
(4,315
|
)
|
|
(2,515
|
)
|
|
(155
|
)
|
|||
Balance at end of period
|
|
$
|
476
|
|
|
$
|
601
|
|
|
$
|
2,494
|
|
|
|
2012
|
|
2011
|
||||
Construction-in-progress
|
|
$
|
464,195
|
|
|
$
|
354,068
|
|
Network infrastructure
(1)
|
|
5,860,856
|
|
|
5,196,034
|
|
||
Office equipment
|
|
397,590
|
|
|
319,596
|
|
||
Leasehold improvements
|
|
60,994
|
|
|
60,635
|
|
||
Furniture and fixtures
|
|
19,357
|
|
|
18,087
|
|
||
Vehicles
|
|
488
|
|
|
455
|
|
||
|
|
6,803,480
|
|
|
5,948,875
|
|
||
Accumulated depreciation and amortization
(1)
|
|
(2,511,419
|
)
|
|
(1,930,876
|
)
|
||
Property and equipment, net
|
|
$
|
4,292,061
|
|
|
$
|
4,017,999
|
|
(1)
|
As of
December 31, 2012 and 2011
, approximately
$341.1 million
and
$291.2 million
, respectively, of network infrastructure assets were held by the Company under capital lease arrangements. Accumulated amortization relating to these assets totaled
$63.0 million
and
$41.9 million
as of
December 31, 2012 and 2011
, respectively.
|
•
|
Cell Site Costs
. The Company incurs expenses for the rent of cell sites, network facilities, engineering operations, field technicians and related utility and maintenance charges.
|
•
|
Interconnection Costs
. The Company pays other communications companies and third-party providers for leased facilities and usage-based charges for transporting and terminating network traffic from the Company's cell sites and switching centers. The Company has pre-negotiated rates for transport and termination of calls originated by its customers, including negotiated interconnection agreements with relevant exchange carriers in each of its service areas.
|
•
|
Variable Long Distance
. The Company pays charges to other communications companies for long distance service provided to its customers. These variable charges are based on its customers' usage, applied at pre-negotiated rates with the long distance carriers.
|
•
|
Roaming Costs.
The Company pays charges to other wireless broadband mobile carriers for roaming services so its customers can receive wireless broadband mobile service when they travel outside the Company's own network service area.
|
•
|
Customer Support
. The Company pays charges to nationally recognized third-party providers for customer care, billing and payment processing services.
|
|
|
2012
|
|
2011
|
||||
Beginning asset retirement obligations
|
|
$
|
65,126
|
|
|
$
|
59,036
|
|
Liabilities incurred
|
|
1,731
|
|
|
1,084
|
|
||
Liabilities settled
|
|
(151
|
)
|
|
(218
|
)
|
||
Accretion expense
|
|
6,626
|
|
|
5,224
|
|
||
Ending asset retirement obligations
|
|
$
|
73,332
|
|
|
$
|
65,126
|
|
3.
|
Asset Acquisition:
|
4.
|
Short-term Investments:
|
|
|
As of December 31, 2011
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gain in
Accumulated
OCI
|
|
Unrealized
Loss in
Accumulated
OCI
|
|
Aggregate
Fair
Value
|
||||||||
Equity securities
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
U.S. Treasury securities
|
|
299,939
|
|
|
32
|
|
|
—
|
|
|
299,971
|
|
||||
Total short-term investments
|
|
$
|
299,946
|
|
|
$
|
32
|
|
|
$
|
(6
|
)
|
|
$
|
299,972
|
|
5.
|
Derivative Instruments and Hedging Activities:
|
(in thousands)
|
|
Liability Derivatives
|
||||||||||
|
|
As of December 31, 2012
|
|
As of December 31, 2011
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as hedging
instruments under ASC 815
|
|
|
|
|
|
|
|
|
||||
Interest rate protection agreements
|
|
Other current liabilities
|
|
$
|
(13,656
|
)
|
|
Other current liabilities
|
|
$
|
(11,644
|
)
|
Interest rate protection agreements
|
|
Other long-term liabilities
|
|
(2,355
|
)
|
|
Other long-term liabilities
|
|
(9,371
|
)
|
||
Total derivatives designated as
hedging instruments under ASC 815
|
|
|
|
$
|
(16,011
|
)
|
|
|
|
$
|
(21,015
|
)
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives in ASC 815 Cash
Flow Hedging Relationships
|
|
Amount of Loss
Recognized in OCI on Derivative
(Effective Portion)
|
|
Location of Gain (Loss) Reclassified from
Accumulated OCI into
Income (Effective Portion)
|
|
Amount of Loss
Reclassified from
Accumulated OCI into
Income (Effective Portion)
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Interest rate protection agreements
|
|
$
|
(10,060
|
)
|
|
$
|
(36,120
|
)
|
|
$
|
(12,146
|
)
|
|
Interest expense
|
|
$
|
(15,064
|
)
|
|
$
|
(23,414
|
)
|
|
$
|
(28,696
|
)
|
6.
|
Intangible Assets:
|
|
|
FCC Licenses
|
|
Microwave
Relocation
Costs
|
||||
Balance at January 1, 2011
|
|
$
|
2,500,192
|
|
|
$
|
22,049
|
|
Additions
|
|
13,578
|
|
|
3,222
|
|
||
Disposals
|
|
—
|
|
|
—
|
|
||
Balance at December 31, 2011
|
|
$
|
2,513,770
|
|
|
$
|
25,271
|
|
Additions
|
|
22,038
|
|
|
1,328
|
|
||
Disposals
|
|
—
|
|
|
—
|
|
||
Balance at December 31, 2012
|
|
$
|
2,535,808
|
|
|
$
|
26,599
|
|
7.
|
Accounts Payable and Accrued Expenses:
|
|
|
2012
|
|
2011
|
||||
Accounts payable
|
|
$
|
196,522
|
|
|
$
|
211,890
|
|
Book overdraft
|
|
14,851
|
|
|
5,171
|
|
||
Accrued accounts payable
|
|
121,556
|
|
|
108,385
|
|
||
Accrued liabilities
|
|
45,942
|
|
|
39,585
|
|
||
Payroll and employee benefits
|
|
41,662
|
|
|
40,356
|
|
||
Accrued interest
|
|
39,804
|
|
|
41,253
|
|
||
Taxes, other than income
|
|
41,133
|
|
|
57,795
|
|
||
Income taxes
|
|
459
|
|
|
7,911
|
|
||
Accounts payable and accrued expenses
|
|
$
|
501,929
|
|
|
$
|
512,346
|
|
8.
|
Supplemental Balance Sheet Information:
|
|
|
2012
|
|
2011
|
||||
Deferred vendor credits
(1)
|
|
$
|
40,111
|
|
|
$
|
—
|
|
Derivative liabilities
|
|
13,656
|
|
|
11,644
|
|
||
Other
|
|
17,832
|
|
|
13,568
|
|
||
|
|
$
|
71,599
|
|
|
$
|
25,212
|
|
(1)
|
Deferred vendor credits consist of credit memos received from a vendor that will be earned upon the return of certain network equipment.
|
9.
|
Long-term Debt:
|
|
|
2012
|
|
2011
|
||||
Senior Secured Credit Facility
|
|
$
|
2,446,526
|
|
|
$
|
2,471,916
|
|
7
7
/
8
% Senior Notes
|
|
1,000,000
|
|
|
1,000,000
|
|
||
6
5
/
8
% Senior Notes
|
|
1,000,000
|
|
|
1,000,000
|
|
||
Capital Lease Obligations
|
|
321,740
|
|
|
281,167
|
|
||
Total long-term debt
|
|
4,768,266
|
|
|
4,753,083
|
|
||
Add: unamortized discount on debt
|
|
(7,514
|
)
|
|
(8,602
|
)
|
||
Total debt
|
|
4,760,752
|
|
|
4,744,481
|
|
||
Less: current maturities
|
|
(36,640
|
)
|
|
(33,460
|
)
|
||
Total long-term debt
|
|
$
|
4,724,112
|
|
|
$
|
4,711,021
|
|
For the Year Ending December 31,
|
|
|
||
2013
|
|
$
|
25,390
|
|
2014
|
|
25,390
|
|
|
2015
|
|
25,390
|
|
|
2016
|
|
957,856
|
|
|
2017
|
|
15,000
|
|
|
Thereafter
|
|
3,397,500
|
|
|
Total
|
|
$
|
4,446,526
|
|
10.
|
Fair Value Measurements:
|
•
|
Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
•
|
Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.
|
•
|
Level 3 - Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use.
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
2,364,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,364,391
|
|
Short-term investments
|
|
244,990
|
|
|
—
|
|
|
—
|
|
|
244,990
|
|
||||
Restricted cash and investments
|
|
4,929
|
|
|
—
|
|
|
—
|
|
|
4,929
|
|
||||
Long-term investments
|
|
—
|
|
|
—
|
|
|
1,679
|
|
|
1,679
|
|
||||
Total assets measured at fair value
|
|
$
|
2,614,310
|
|
|
$
|
—
|
|
|
$
|
1,679
|
|
|
$
|
2,615,989
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
16,011
|
|
|
$
|
—
|
|
|
$
|
16,011
|
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
16,011
|
|
|
$
|
—
|
|
|
$
|
16,011
|
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
1,815,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,815,538
|
|
Short-term investments
|
|
299,972
|
|
|
—
|
|
|
—
|
|
|
299,972
|
|
||||
Restricted cash and investments
|
|
2,576
|
|
|
—
|
|
|
—
|
|
|
2,576
|
|
||||
Long-term investments
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|
6,319
|
|
||||
Total assets measured at fair value
|
|
$
|
2,118,086
|
|
|
$
|
—
|
|
|
$
|
6,319
|
|
|
$
|
2,124,405
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
21,015
|
|
|
$
|
—
|
|
|
$
|
21,015
|
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
21,015
|
|
|
$
|
—
|
|
|
$
|
21,015
|
|
Fair Value Measurements of Net Derivative Liabilities Using Level 2 Inputs
|
|
Net Derivative Liabilities
|
||||||
|
|
2012
|
|
2011
|
||||
Beginning balance
|
|
$
|
21,015
|
|
|
$
|
8,309
|
|
Total losses (realized or unrealized):
|
|
|
|
|
||||
Included in earnings
(1)
|
|
15,064
|
|
|
23,414
|
|
||
Included in accumulated other comprehensive loss
|
|
(10,060
|
)
|
|
(36,120
|
)
|
||
Transfers in and/or out of Level 2
|
|
—
|
|
|
—
|
|
||
Purchases, sales, issuances and settlements
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
16,011
|
|
|
$
|
21,015
|
|
(1)
|
Losses included in earnings that are attributable to the reclassification of the effective portion of those derivative liabilities still held at the reporting date as reported in interest expense in the consolidated statements of income and comprehensive income.
|
Fair Value Measurements of Assets Using Level 3 Inputs
|
|
Long-Term Investments
|
||||||
|
|
2012
|
|
2011
|
||||
Beginning balance
|
|
$
|
6,319
|
|
|
$
|
6,319
|
|
Total gains (realized or unrealized):
|
|
|
|
|
||||
Included in earnings
|
|
(6,859
|
)
|
|
—
|
|
||
Included in accumulated other comprehensive income (loss)
|
|
3,429
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Purchases, sales, issuances and settlements
|
|
(1,210
|
)
|
|
—
|
|
||
Ending balance
|
|
$
|
1,679
|
|
|
$
|
6,319
|
|
11.
|
Concentrations:
|
12.
|
Commitments and Contingencies:
|
For the Year Ending December 31,
|
|
Operating
Leases
|
|
Capital
Leases
|
||||
2013
|
|
$
|
366,202
|
|
|
$
|
40,411
|
|
2014
|
|
365,006
|
|
|
41,605
|
|
||
2015
|
|
361,655
|
|
|
42,853
|
|
||
2016
|
|
341,252
|
|
|
44,139
|
|
||
2017
|
|
301,513
|
|
|
45,389
|
|
||
Thereafter
|
|
698,557
|
|
|
355,473
|
|
||
Total minimum future lease payments
|
|
$
|
2,434,185
|
|
|
569,870
|
|
|
Amount representing interest and maintenance
|
|
|
|
(248,130
|
)
|
|||
Present value of minimum lease payments
|
|
|
|
321,740
|
|
|||
Current portion
|
|
|
|
(11,250
|
)
|
|||
Long-term capital lease obligations
|
|
|
|
$
|
310,490
|
|
•
|
a putative class action lawsuit filed by Paul Benn, an alleged MetroPCS stockholder, on October 11, 2012 in the Delaware Court of Chancery,
Paul Benn v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 7938-CS, referred to as the Benn action;
|
•
|
a putative class action lawsuit filed by Joseph Marino, an alleged MetroPCS stockholder, on October 11, 2012 in the Delaware Court of Chancery,
Joseph Marino v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 7940-CS, referred to as the Marino action;
|
•
|
a putative class action lawsuit filed by Robert Picheny, an alleged MetroPCS stockholder, on October 22, 2012 in the Delaware Court of Chancery,
Robert Picheny v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 7971-CS, referred to as the Picheny action;
|
•
|
a putative class action filed by James S. McLearie, an alleged MetroPCS stockholder, on November 5, 2012 in the Delaware Court of Chancery,
James McLearie v. MetroPCS Communications, Inc. et al.
, Case No. C.A. 8009-CS, referred to as the McLearie action, and together with the Benn action, the Marino action and the Picheny action, the Delaware actions;
|
•
|
a putative class action and shareholder derivative action filed by Adam Golovoy, an alleged MetroPCS stockholder, on October 10, 2012 in the Dallas, Texas County Court at Law,
Adam Golovoy et al. v. Deutsche Telekom et al.
, Cause No. CC-12-06144-A, referred to as the Golovoy action; and
|
•
|
a putative class action and shareholder derivative action filed by Nagendra Polu and Fred Lorquet, who are alleged MetroPCS stockholders, on October 10, 2012 in the Dallas, Texas County Court at Law,
Nagendra Polu et al. v. Deutsche Telekom et al.
, Cause No. CC-12-06170-E, referred to as the Polu action, and together with the Golovoy action, the Texas actions.
|
13.
|
Share-Based Payments:
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
|
60.00
|
%
|
|
49.88
|
%
|
|
54.74
|
%
|
|||
Risk-free interest rate
|
|
0.81
|
%
|
|
2.06
|
%
|
|
2.24
|
%
|
|||
Expected lives in years
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Weighted-average fair value of options:
|
|
|
|
|
|
|
||||||
Granted at fair value
|
|
$
|
4.84
|
|
|
$
|
6.49
|
|
|
$
|
3.23
|
|
Weighted-average exercise price of options:
|
|
|
|
|
|
|
||||||
Granted at fair value
|
|
$
|
9.52
|
|
|
$
|
14.37
|
|
|
$
|
6.62
|
|
|
|
2012
|
|||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding, beginning of year
|
|
28,745,562
|
|
|
$
|
14.54
|
|
Granted
|
|
4,168,996
|
|
|
$
|
9.52
|
|
Exercised
|
|
(996,325
|
)
|
|
$
|
6.13
|
|
Forfeited
|
|
(711,045
|
)
|
|
$
|
15.00
|
|
Outstanding, end of year
|
|
31,207,188
|
|
|
$
|
14.13
|
|
Options vested or expected to vest at year-end
|
|
30,739,977
|
|
|
$
|
14.18
|
|
Options exercisable at year-end
|
|
23,830,228
|
|
|
$
|
15.20
|
|
|
|
2012
|
|||||
Restricted Stock Awards
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Unvested balance, beginning of year
|
|
3,147,386
|
|
|
$
|
11.75
|
|
Grants
|
|
1,774,137
|
|
|
$
|
9.52
|
|
Vested shares
|
|
(1,490,273
|
)
|
|
$
|
11.96
|
|
Forfeitures
|
|
(128,291
|
)
|
|
$
|
10.67
|
|
Unvested balance, end of year
|
|
3,302,959
|
|
|
$
|
10.50
|
|
14.
|
Employee Benefit Plan:
|
15.
|
Income Taxes:
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
(3,522
|
)
|
|
3,729
|
|
|
3,401
|
|
|||
|
|
(3,522
|
)
|
|
3,729
|
|
|
3,401
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
181,150
|
|
|
162,695
|
|
|
105,090
|
|
|||
State
|
|
35,658
|
|
|
11,922
|
|
|
10,388
|
|
|||
|
|
216,808
|
|
|
174,617
|
|
|
115,478
|
|
|||
Provision for income taxes
|
|
$
|
213,286
|
|
|
$
|
178,346
|
|
|
$
|
118,879
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
U.S. federal income tax provision at statutory rate
|
|
$
|
212,611
|
|
|
$
|
167,880
|
|
|
$
|
109,303
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax impact
|
|
26,499
|
|
|
14,408
|
|
|
15,319
|
|
|||
Change in valuation allowance
|
|
(20,746
|
)
|
|
652
|
|
|
—
|
|
|||
Provision (benefit) for tax uncertainties
|
|
(3,169
|
)
|
|
434
|
|
|
267
|
|
|||
Permanent items
|
|
524
|
|
|
330
|
|
|
710
|
|
|||
Tax credits
|
|
(1,164
|
)
|
|
(4,809
|
)
|
|
(6,893
|
)
|
|||
Other
|
|
(1,269
|
)
|
|
(549
|
)
|
|
173
|
|
|||
Provision for income taxes
|
|
$
|
213,286
|
|
|
$
|
178,346
|
|
|
$
|
118,879
|
|
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforward
|
|
$
|
463,245
|
|
|
$
|
604,402
|
|
Deferred revenue
|
|
17,297
|
|
|
17,065
|
|
||
Deferred rent
|
|
44,491
|
|
|
38,963
|
|
||
Deferred compensation
|
|
63,181
|
|
|
57,594
|
|
||
Asset retirement obligation
|
|
12,857
|
|
|
6,479
|
|
||
Credit carryforwards
|
|
20,543
|
|
|
18,081
|
|
||
Other comprehensive loss
|
|
5,538
|
|
|
7,493
|
|
||
Capital loss limitation
|
|
5,568
|
|
|
7,388
|
|
||
Transaction taxes
|
|
3,946
|
|
|
3,896
|
|
||
Transaction costs
|
|
6,600
|
|
|
—
|
|
||
Unrealized loss on investments
|
|
21,088
|
|
|
39,751
|
|
||
Other
|
|
12,121
|
|
|
13,126
|
|
||
Gross deferred tax assets
|
|
676,475
|
|
|
814,238
|
|
||
Valuation allowance
|
|
(27,064
|
)
|
|
(47,810
|
)
|
||
Total deferred tax assets, net
|
|
649,411
|
|
|
766,428
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation
|
|
(1,063,610
|
)
|
|
(1,030,016
|
)
|
||
Deferred costs
|
|
(30,332
|
)
|
|
(28,976
|
)
|
||
FCC licenses
|
|
(424,789
|
)
|
|
(370,082
|
)
|
||
Partnership interest
|
|
(154,469
|
)
|
|
(142,439
|
)
|
||
Other
|
|
(4,092
|
)
|
|
(4,807
|
)
|
||
Deferred tax liabilities
|
|
(1,677,292
|
)
|
|
(1,576,320
|
)
|
||
Net deferred tax liability
|
|
$
|
(1,027,881
|
)
|
|
$
|
(809,892
|
)
|
|
|
2012
|
|
2011
|
||||
Current deferred tax asset
|
|
$
|
3,493
|
|
|
$
|
7,214
|
|
Non-current deferred tax liability
|
|
(1,031,374
|
)
|
|
(817,106
|
)
|
||
Net deferred tax liability
|
|
$
|
(1,027,881
|
)
|
|
$
|
(809,892
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of period
|
|
$
|
6,084
|
|
|
$
|
6,084
|
|
|
$
|
6,084
|
|
Increases for tax provisions taken during a prior period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increases for tax provisions taken during the current period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases relating to settlements
|
|
(2,773
|
)
|
|
—
|
|
|
—
|
|
|||
Decreases resulting from the expiration of the statute of limitations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
|
$
|
3,311
|
|
|
$
|
6,084
|
|
|
$
|
6,084
|
|
16.
|
Net Income Per Common Share:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Basic EPS:
|
|
|
|
|
|
|
||||||
Net income applicable to common stock
|
|
$
|
394,172
|
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
Amount allocable to common shareholders
|
|
99.4
|
%
|
|
99.1
|
%
|
|
99.3
|
%
|
|||
Rights to undistributed earnings
|
|
$
|
391,814
|
|
|
$
|
298,583
|
|
|
$
|
192,044
|
|
Weighted average shares outstanding—basic
|
|
363,449,061
|
|
|
360,410,168
|
|
|
353,711,045
|
|
|||
Net income per common share—basic
|
|
$
|
1.08
|
|
|
$
|
0.83
|
|
|
$
|
0.54
|
|
Diluted EPS:
|
|
|
|
|
|
|
||||||
Rights to undistributed earnings
|
|
$
|
391,814
|
|
|
$
|
298,583
|
|
|
$
|
192,044
|
|
Weighted average shares outstanding—basic
|
|
363,449,061
|
|
|
360,410,168
|
|
|
353,711,045
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
1,431,242
|
|
|
3,427,772
|
|
|
2,424,044
|
|
|||
Weighted average shares outstanding—diluted
|
|
364,880,303
|
|
|
363,837,940
|
|
|
356,135,089
|
|
|||
Net income per common share—diluted
|
|
$
|
1.07
|
|
|
$
|
0.82
|
|
|
$
|
0.54
|
|
17.
|
Guarantor Subsidiaries:
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
781,987
|
|
|
$
|
1,585,588
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
2,368,302
|
|
Accounts receivable, net
|
|
—
|
|
|
98,463
|
|
|
190
|
|
|
—
|
|
|
98,653
|
|
|||||
Advances to subsidiaries
|
|
705,909
|
|
|
—
|
|
|
—
|
|
|
(705,909
|
)
|
|
—
|
|
|||||
Other current assets
|
|
245,051
|
|
|
356,310
|
|
|
118,987
|
|
|
—
|
|
|
720,348
|
|
|||||
Total current assets
|
|
1,732,947
|
|
|
2,040,361
|
|
|
119,904
|
|
|
(705,909
|
)
|
|
3,187,303
|
|
|||||
Property and equipment, net
|
|
—
|
|
|
960
|
|
|
4,291,101
|
|
|
—
|
|
|
4,292,061
|
|
|||||
Long-term investments
|
|
1,679
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,679
|
|
|||||
Investment in subsidiaries
|
|
1,632,822
|
|
|
5,530,165
|
|
|
—
|
|
|
(7,162,987
|
)
|
|
—
|
|
|||||
FCC licenses
|
|
—
|
|
|
3,800
|
|
|
2,558,607
|
|
|
—
|
|
|
2,562,407
|
|
|||||
Other assets
|
|
—
|
|
|
120,874
|
|
|
25,091
|
|
|
—
|
|
|
145,965
|
|
|||||
Total assets
|
|
$
|
3,367,448
|
|
|
$
|
7,696,160
|
|
|
$
|
6,994,703
|
|
|
$
|
(7,868,896
|
)
|
|
$
|
10,189,415
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advances from subsidiaries
|
|
$
|
—
|
|
|
$
|
373,343
|
|
|
$
|
332,566
|
|
|
$
|
(705,909
|
)
|
|
$
|
—
|
|
Other current liabilities
|
|
—
|
|
|
243,424
|
|
|
604,379
|
|
|
—
|
|
|
847,803
|
|
|||||
Total current liabilities
|
|
—
|
|
|
616,767
|
|
|
936,945
|
|
|
(705,909
|
)
|
|
847,803
|
|
|||||
Long-term debt, net
|
|
—
|
|
|
4,413,623
|
|
|
310,489
|
|
|
—
|
|
|
4,724,112
|
|
|||||
Deferred credits
|
|
8,541
|
|
|
1,022,547
|
|
|
136,742
|
|
|
—
|
|
|
1,167,830
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
10,401
|
|
|
80,362
|
|
|
—
|
|
|
90,763
|
|
|||||
Total liabilities
|
|
8,541
|
|
|
6,063,338
|
|
|
1,464,538
|
|
|
(705,909
|
)
|
|
6,830,508
|
|
|||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||
Other stockholders’ equity
|
|
3,358,870
|
|
|
1,632,822
|
|
|
5,530,165
|
|
|
(7,162,987
|
)
|
|
3,358,870
|
|
|||||
Total stockholders’ equity
|
|
3,358,907
|
|
|
1,632,822
|
|
|
5,530,165
|
|
|
(7,162,987
|
)
|
|
3,358,907
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
3,367,448
|
|
|
$
|
7,696,160
|
|
|
$
|
6,994,703
|
|
|
$
|
(7,868,896
|
)
|
|
$
|
10,189,415
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
657,289
|
|
|
$
|
1,285,266
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
1,943,282
|
|
Accounts receivable, net
|
|
—
|
|
|
77,396
|
|
|
627
|
|
|
—
|
|
|
78,023
|
|
|||||
Advances to subsidiaries
|
|
671,193
|
|
|
245,866
|
|
|
—
|
|
|
(917,059
|
)
|
|
—
|
|
|||||
Other current assets
|
|
300,068
|
|
|
328,969
|
|
|
93,251
|
|
|
—
|
|
|
722,288
|
|
|||||
Total current assets
|
|
1,628,550
|
|
|
1,937,497
|
|
|
94,605
|
|
|
(917,059
|
)
|
|
2,743,593
|
|
|||||
Property and equipment, net
|
|
—
|
|
|
1,378
|
|
|
4,016,621
|
|
|
—
|
|
|
4,017,999
|
|
|||||
Long-term investments
|
|
6,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|||||
Investment in subsidiaries
|
|
1,297,957
|
|
|
4,728,985
|
|
|
—
|
|
|
(6,026,942
|
)
|
|
—
|
|
|||||
FCC licenses
|
|
—
|
|
|
3,800
|
|
|
2,535,241
|
|
|
—
|
|
|
2,539,041
|
|
|||||
Other assets
|
|
—
|
|
|
137,985
|
|
|
39,612
|
|
|
(1,618
|
)
|
|
175,979
|
|
|||||
Total assets
|
|
$
|
2,932,826
|
|
|
$
|
6,809,645
|
|
|
$
|
6,686,079
|
|
|
$
|
(6,945,619
|
)
|
|
$
|
9,482,931
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advances from subsidiaries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
917,059
|
|
|
$
|
(917,059
|
)
|
|
$
|
—
|
|
Other current liabilities
|
|
—
|
|
|
243,247
|
|
|
573,476
|
|
|
—
|
|
|
816,723
|
|
|||||
Total current liabilities
|
|
—
|
|
|
243,247
|
|
|
1,490,535
|
|
|
(917,059
|
)
|
|
816,723
|
|
|||||
Long-term debt, net
|
|
—
|
|
|
4,437,924
|
|
|
273,097
|
|
|
—
|
|
|
4,711,021
|
|
|||||
Deferred credits
|
|
5,226
|
|
|
813,498
|
|
|
120,028
|
|
|
(1,618
|
)
|
|
937,134
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
17,019
|
|
|
73,434
|
|
|
—
|
|
|
90,453
|
|
|||||
Total liabilities
|
|
5,226
|
|
|
5,511,688
|
|
|
1,957,094
|
|
|
(918,677
|
)
|
|
6,555,331
|
|
|||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Other stockholders’ equity
|
|
2,927,564
|
|
|
1,297,957
|
|
|
4,728,985
|
|
|
(6,026,942
|
)
|
|
2,927,564
|
|
|||||
Total stockholders’ equity
|
|
2,927,600
|
|
|
1,297,957
|
|
|
4,728,985
|
|
|
(6,026,942
|
)
|
|
2,927,600
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
2,932,826
|
|
|
$
|
6,809,645
|
|
|
$
|
6,686,079
|
|
|
$
|
(6,945,619
|
)
|
|
$
|
9,482,931
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
29,814
|
|
|
$
|
5,100,824
|
|
|
$
|
(29,360
|
)
|
|
$
|
5,101,278
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
—
|
|
|
28,498
|
|
|
2,930,913
|
|
|
(29,360
|
)
|
|
2,930,051
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
1,316
|
|
|
695,473
|
|
|
—
|
|
|
696,789
|
|
|||||
Other operating expenses
|
|
—
|
|
|
205
|
|
|
650,264
|
|
|
—
|
|
|
650,469
|
|
|||||
Total operating expenses
|
|
—
|
|
|
30,019
|
|
|
4,276,650
|
|
|
(29,360
|
)
|
|
4,277,309
|
|
|||||
(Loss) income from operations
|
|
—
|
|
|
(205
|
)
|
|
824,174
|
|
|
—
|
|
|
823,969
|
|
|||||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
—
|
|
|
254,122
|
|
|
21,372
|
|
|
—
|
|
|
275,494
|
|
|||||
Non-operating (income) expenses
|
|
(60,879
|
)
|
|
2,475
|
|
|
(579
|
)
|
|
—
|
|
|
(58,983
|
)
|
|||||
Earnings from consolidated subsidiaries
|
|
(333,293
|
)
|
|
(801,181
|
)
|
|
—
|
|
|
1,134,474
|
|
|
—
|
|
|||||
Total other (income) expense
|
|
(394,172
|
)
|
|
(544,584
|
)
|
|
20,793
|
|
|
1,134,474
|
|
|
216,511
|
|
|||||
Income (loss) before provision for income taxes
|
|
394,172
|
|
|
544,379
|
|
|
803,381
|
|
|
(1,134,474
|
)
|
|
607,458
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
(211,086
|
)
|
|
(2,200
|
)
|
|
—
|
|
|
(213,286
|
)
|
|||||
Net income (loss)
|
|
$
|
394,172
|
|
|
$
|
333,293
|
|
|
$
|
801,181
|
|
|
$
|
(1,134,474
|
)
|
|
$
|
394,172
|
|
Total other comprehensive (loss) income
|
|
$
|
(307
|
)
|
|
$
|
3,061
|
|
|
$
|
—
|
|
|
$
|
(3,061
|
)
|
|
$
|
(307
|
)
|
Comprehensive income (loss)
|
|
$
|
393,865
|
|
|
$
|
336,354
|
|
|
$
|
801,181
|
|
|
$
|
(1,137,535
|
)
|
|
$
|
393,865
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
18,802
|
|
|
$
|
4,858,650
|
|
|
$
|
(30,070
|
)
|
|
$
|
4,847,382
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
—
|
|
|
17,452
|
|
|
2,926,049
|
|
|
(30,070
|
)
|
|
2,913,431
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
1,350
|
|
|
642,609
|
|
|
—
|
|
|
643,959
|
|
|||||
Other operating expenses
|
|
—
|
|
|
264
|
|
|
542,190
|
|
|
—
|
|
|
542,454
|
|
|||||
Total operating expenses
|
|
—
|
|
|
19,066
|
|
|
4,110,848
|
|
|
(30,070
|
)
|
|
4,099,844
|
|
|||||
(Loss) income from operations
|
|
—
|
|
|
(264
|
)
|
|
747,802
|
|
|
—
|
|
|
747,538
|
|
|||||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
—
|
|
|
243,163
|
|
|
17,910
|
|
|
—
|
|
|
261,073
|
|
|||||
Non-operating (income) expenses
|
|
(1,859
|
)
|
|
9,414
|
|
|
(746
|
)
|
|
—
|
|
|
6,809
|
|
|||||
Earnings from consolidated subsidiaries
|
|
(299,451
|
)
|
|
(734,432
|
)
|
|
—
|
|
|
1,033,883
|
|
|
—
|
|
|||||
Total other (income) expense
|
|
(301,310
|
)
|
|
(481,855
|
)
|
|
17,164
|
|
|
1,033,883
|
|
|
267,882
|
|
|||||
Income (loss) before provision for
income taxes
|
|
301,310
|
|
|
481,591
|
|
|
730,638
|
|
|
(1,033,883
|
)
|
|
479,656
|
|
|||||
(Provision for) benefit from income taxes
|
|
—
|
|
|
(182,140
|
)
|
|
3,794
|
|
|
—
|
|
|
(178,346
|
)
|
|||||
Net income (loss)
|
|
$
|
301,310
|
|
|
$
|
299,451
|
|
|
$
|
734,432
|
|
|
$
|
(1,033,883
|
)
|
|
$
|
301,310
|
|
Total other comprehensive (loss) income
|
|
$
|
(7,880
|
)
|
|
$
|
(7,789
|
)
|
|
$
|
—
|
|
|
$
|
7,789
|
|
|
$
|
(7,880
|
)
|
Comprehensive income (loss)
|
|
$
|
293,430
|
|
|
$
|
291,662
|
|
|
$
|
734,432
|
|
|
$
|
(1,026,094
|
)
|
|
$
|
293,430
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
16,036
|
|
|
$
|
4,277,726
|
|
|
$
|
(224,409
|
)
|
|
$
|
4,069,353
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
—
|
|
|
15,200
|
|
|
2,527,084
|
|
|
(224,409
|
)
|
|
2,317,875
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
835
|
|
|
620,825
|
|
|
—
|
|
|
621,660
|
|
|||||
Other operating expenses
|
|
—
|
|
|
16,773
|
|
|
394,147
|
|
|
—
|
|
|
410,920
|
|
|||||
Total operating expenses
|
|
—
|
|
|
32,808
|
|
|
3,542,056
|
|
|
(224,409
|
)
|
|
3,350,455
|
|
|||||
(Loss) income from operations
|
|
—
|
|
|
(16,772
|
)
|
|
735,670
|
|
|
—
|
|
|
718,898
|
|
|||||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
—
|
|
|
252,661
|
|
|
153,672
|
|
|
(143,208
|
)
|
|
263,125
|
|
|||||
Non-operating (income) expenses
|
|
(1,797
|
)
|
|
2,233
|
|
|
(165
|
)
|
|
143,208
|
|
|
143,479
|
|
|||||
Earnings from consolidated subsidiaries
|
|
(191,546
|
)
|
|
(581,027
|
)
|
|
—
|
|
|
772,573
|
|
|
—
|
|
|||||
Total other (income) expense
|
|
(193,343
|
)
|
|
(326,133
|
)
|
|
153,507
|
|
|
772,573
|
|
|
406,604
|
|
|||||
Income (loss) before provision for
income taxes
|
|
193,343
|
|
|
309,361
|
|
|
582,163
|
|
|
(772,573
|
)
|
|
312,294
|
|
|||||
Benefit from (provision for) income taxes
|
|
72
|
|
|
(117,815
|
)
|
|
(1,136
|
)
|
|
—
|
|
|
(118,879
|
)
|
|||||
Net income (loss)
|
|
$
|
193,415
|
|
|
$
|
191,546
|
|
|
$
|
581,027
|
|
|
$
|
(772,573
|
)
|
|
$
|
193,415
|
|
Total other comprehensive income (loss)
|
|
$
|
9,925
|
|
|
$
|
9,902
|
|
|
$
|
—
|
|
|
$
|
(9,902
|
)
|
|
$
|
9,925
|
|
Comprehensive income (loss)
|
|
$
|
203,340
|
|
|
$
|
201,448
|
|
|
$
|
581,027
|
|
|
$
|
(782,475
|
)
|
|
$
|
203,340
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
1,286
|
|
|
$
|
(339,804
|
)
|
|
$
|
1,519,969
|
|
|
$
|
—
|
|
|
$
|
1,181,451
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
|
—
|
|
|
(444
|
)
|
|
(845,406
|
)
|
|
—
|
|
|
(845,850
|
)
|
|||||
Purchase of investments
|
|
(692,147
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(692,147
|
)
|
|||||
Proceeds from maturity of investments
|
|
755,569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755,569
|
|
|||||
Change in advances – affiliates
|
|
5,712
|
|
|
245,866
|
|
|
—
|
|
|
(251,578
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
|
52,500
|
|
|
26,287
|
|
|
(19,789
|
)
|
|
—
|
|
|
58,998
|
|
|||||
Net cash provided by (used in) investing activities
|
|
121,634
|
|
|
271,709
|
|
|
(865,195
|
)
|
|
(251,578
|
)
|
|
(723,430
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in advances – affiliates
|
|
—
|
|
|
394,127
|
|
|
(645,705
|
)
|
|
251,578
|
|
|
—
|
|
|||||
Change in book overdraft
|
|
—
|
|
|
9,680
|
|
|
—
|
|
|
—
|
|
|
9,680
|
|
|||||
Other financing activities, net
|
|
1,778
|
|
|
(35,390
|
)
|
|
(9,069
|
)
|
|
—
|
|
|
(42,681
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
1,778
|
|
|
368,417
|
|
|
(654,774
|
)
|
|
251,578
|
|
|
(33,001
|
)
|
|||||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
124,698
|
|
|
300,322
|
|
|
—
|
|
|
—
|
|
|
425,020
|
|
|||||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
657,289
|
|
|
1,285,266
|
|
|
727
|
|
|
—
|
|
|
1,943,282
|
|
|||||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
781,987
|
|
|
$
|
1,585,588
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
2,368,302
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
1,363
|
|
|
$
|
(331,843
|
)
|
|
$
|
1,392,288
|
|
|
$
|
—
|
|
|
$
|
1,061,808
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
|
—
|
|
|
(5,944
|
)
|
|
(883,825
|
)
|
|
—
|
|
|
(889,769
|
)
|
|||||
Purchase of investments
|
|
(599,765
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(599,765
|
)
|
|||||
Proceeds from maturity of investments
|
|
675,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,000
|
|
|||||
Change in advances - affiliates
|
|
18,683
|
|
|
471,116
|
|
|
—
|
|
|
(489,799
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
|
—
|
|
|
(61,515
|
)
|
|
(10,822
|
)
|
|
—
|
|
|
(72,337
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
93,918
|
|
|
403,657
|
|
|
(894,647
|
)
|
|
(489,799
|
)
|
|
(886,871
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in advances - affiliates
|
|
—
|
|
|
—
|
|
|
(489,799
|
)
|
|
489,799
|
|
|
—
|
|
|||||
Change in book overdraft
|
|
—
|
|
|
3,445
|
|
|
—
|
|
|
—
|
|
|
3,445
|
|
|||||
Proceeds from debt issuance, net of discount
|
|
—
|
|
|
1,497,500
|
|
|
—
|
|
|
—
|
|
|
1,497,500
|
|
|||||
Retirement of long-term debt
|
|
—
|
|
|
(535,792
|
)
|
|
—
|
|
|
—
|
|
|
(535,792
|
)
|
|||||
Other financing activities, net
|
|
54,159
|
|
|
(39,643
|
)
|
|
(7,855
|
)
|
|
—
|
|
|
6,661
|
|
|||||
Net cash provided by (used in) financing activities
|
|
54,159
|
|
|
925,510
|
|
|
(497,654
|
)
|
|
489,799
|
|
|
971,814
|
|
|||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
149,440
|
|
|
997,324
|
|
|
(13
|
)
|
|
—
|
|
|
1,146,751
|
|
|||||
CASH AND CASH EQUIVALENTS,
beginning of period
|
|
507,849
|
|
|
287,942
|
|
|
740
|
|
|
—
|
|
|
796,531
|
|
|||||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
657,289
|
|
|
$
|
1,285,266
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
1,943,282
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
1,401
|
|
|
$
|
(37,976
|
)
|
|
$
|
1,031,075
|
|
|
$
|
—
|
|
|
$
|
994,500
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
|
—
|
|
|
(173,162
|
)
|
|
(617,223
|
)
|
|
—
|
|
|
(790,385
|
)
|
|||||
Purchase of investments
|
|
(711,827
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(711,827
|
)
|
|||||
Proceeds from maturity of investments
|
|
562,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
562,500
|
|
|||||
Change in advances - affiliates
|
|
5,477
|
|
|
555,390
|
|
|
—
|
|
|
(560,867
|
)
|
|
—
|
|
|||||
Proceeds from affiliate debt
|
|
—
|
|
|
505,481
|
|
|
—
|
|
|
(505,481
|
)
|
|
—
|
|
|||||
Issuance of affiliate debt
|
|
—
|
|
|
(683,000
|
)
|
|
—
|
|
|
683,000
|
|
|
—
|
|
|||||
Other investing activities, net
|
|
—
|
|
|
30,433
|
|
|
(41,139
|
)
|
|
—
|
|
|
(10,706
|
)
|
|||||
Net cash (used in) provided by investing activities
|
|
(143,850
|
)
|
|
235,142
|
|
|
(658,362
|
)
|
|
(383,348
|
)
|
|
(950,418
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in advances - affiliates
|
|
—
|
|
|
—
|
|
|
(560,867
|
)
|
|
560,867
|
|
|
—
|
|
|||||
Change in book overdraft
|
|
—
|
|
|
(80,291
|
)
|
|
(2,421
|
)
|
|
—
|
|
|
(82,712
|
)
|
|||||
Proceeds from long-term loan
|
|
—
|
|
|
—
|
|
|
683,000
|
|
|
(683,000
|
)
|
|
—
|
|
|||||
Proceeds from debt issuance, net of discount
|
|
—
|
|
|
1,992,770
|
|
|
—
|
|
|
—
|
|
|
1,992,770
|
|
|||||
Retirement of long-term debt
|
|
—
|
|
|
(2,040,186
|
)
|
|
—
|
|
|
—
|
|
|
(2,040,186
|
)
|
|||||
Other financing activities, net
|
|
8,209
|
|
|
(51,353
|
)
|
|
(509,141
|
)
|
|
505,481
|
|
|
(46,804
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
8,209
|
|
|
(179,060
|
)
|
|
(389,429
|
)
|
|
383,348
|
|
|
(176,932
|
)
|
|||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(134,240
|
)
|
|
18,106
|
|
|
(16,716
|
)
|
|
—
|
|
|
(132,850
|
)
|
|||||
CASH AND CASH EQUIVALENTS,
beginning of period
|
|
642,089
|
|
|
269,836
|
|
|
17,456
|
|
|
—
|
|
|
929,381
|
|
|||||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
507,849
|
|
|
$
|
287,942
|
|
|
$
|
740
|
|
|
$
|
—
|
|
|
$
|
796,531
|
|
18.
|
Related-Party Transactions:
|
•
|
A less than 20% interest in a company that provides services to the Company's customers, including handset insurance programs. Pursuant to the Company's agreement with this related-party, the Company bills its customers directly for these services and remits the fees collected from its customers for these services to the related-party. In addition, the Company receives compensation for selling handsets to the related-party;
|
•
|
A less than 20% equity interest in a company that provides advertising services to the Company; and
|
•
|
A less than 60% interest in a company that provides distributed antenna systems ("DAS") leases and maintenance to wireless carriers, including the Company. These DAS leases are accounted for as capital or operating leases in the Company's financial statements. This company is no longer a related party as of April 2012 because it is no longer owned by the affiliated fund.
|
|
|
2012
|
|
2011
|
||||
Network service fees included in prepaid expenses
|
|
$
|
—
|
|
|
$
|
1.5
|
|
Receivables from related-party included in other current assets
|
|
3.1
|
|
|
0.7
|
|
||
DAS equipment included in property and equipment, net
|
|
—
|
|
|
383.6
|
|
||
Deferred network service fees included in other assets
|
|
—
|
|
|
8.2
|
|
||
Payments due to related-party included in accounts payable and accrued expenses
|
|
13.1
|
|
|
6.6
|
|
||
Current portion of capital lease obligations included in current maturities of long-term debt
|
|
—
|
|
|
7.1
|
|
||
Non-current portion of capital lease obligations included in long-term debt, net
|
|
—
|
|
|
240.1
|
|
||
Deferred DAS service fees included in other long-term liabilities
|
|
—
|
|
|
1.4
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Fees received by the Company as compensation included in service revenues
|
|
$
|
11.9
|
|
|
$
|
14.1
|
|
|
$
|
11.7
|
|
Fees received by the Company as compensation included in equipment revenues
|
|
32.0
|
|
|
19.7
|
|
|
17.9
|
|
|||
Fees paid by the Company for services and related expenses included in cost of service
|
|
3.6
|
|
|
21.4
|
|
|
22.3
|
|
|||
Fees paid by the Company for services included in selling, general and administrative expenses
|
|
7.8
|
|
|
5.4
|
|
|
5.8
|
|
|||
DAS equipment depreciation included in depreciation expense
|
|
9.6
|
|
|
36.4
|
|
|
28.7
|
|
|||
Capital lease interest included in interest expense
|
|
5.2
|
|
|
19.1
|
|
|
14.4
|
|
|||
Capital lease payments included in financing activities
|
|
1.4
|
|
|
6.9
|
|
|
2.9
|
|
19.
|
Supplemental Cash Flow Information:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Cash paid for interest
|
|
$
|
270,263
|
|
|
$
|
247,702
|
|
|
$
|
255,960
|
|
Cash paid for income taxes
|
|
6,506
|
|
|
4,521
|
|
|
2,857
|
|
20.
|
Quarterly Financial Data (Unaudited):
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
||||||||
Total revenues
|
|
$
|
1,276,590
|
|
|
$
|
1,281,180
|
|
|
$
|
1,259,160
|
|
|
$
|
1,284,348
|
|
Income from operations
|
|
98,267
|
|
|
311,948
|
|
|
292,238
|
|
|
121,516
|
|
||||
Net income
|
|
21,004
|
|
|
148,835
|
|
|
192,667
|
|
|
31,666
|
|
||||
Net income per common share - basic
|
|
$
|
0.06
|
|
|
$
|
0.41
|
|
|
$
|
0.53
|
|
|
$
|
0.09
|
|
Net income per common share - diluted
|
|
$
|
0.06
|
|
|
$
|
0.41
|
|
|
$
|
0.52
|
|
|
$
|
0.09
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
Total revenues
|
|
$
|
1,194,377
|
|
|
$
|
1,209,453
|
|
|
$
|
1,205,388
|
|
|
$
|
1,238,164
|
|
Income from operations
|
|
145,337
|
|
|
210,255
|
|
|
176,831
|
|
|
215,115
|
|
||||
Net income
|
|
56,378
|
|
|
84,335
|
|
|
69,326
|
|
|
91,271
|
|
||||
Net income per common share - basic
|
|
$
|
0.16
|
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
Net income per common share - diluted
|
|
$
|
0.15
|
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
Exhibit No.
|
Description
|
2.1
|
Agreement and Plan of Merger, dated as of April 6, 2004, by and among MetroPCS Communications, Inc., MPCS Holdco Merger Sub, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(a) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
2.2
|
Agreement and Plan of Merger, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc., MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(b) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
2.3(a)
|
Business Combination Agreement, dated as of October 3, 2012, by and among MetroPCS Communications, Inc., Deutsche Telekom AG, T-Mobile Global Zwischenholding GMBH, T-Mobile Global Holding GMBH and T-Mobile USA, Inc. (Filed as Exhibit 2.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on October 3, 2012 and incorporated by reference herein).
|
2.3(b)
|
Consent Solicitation Letter Agreement dated December 5, 2012, by and among MetroPCS Communications, Inc., Deutsche Telekom AG, T-Mobile Global Zwischenholding GMBH, T-Mobile Global Holding GMBH and T-Mobile USA, Inc., amending Exhibit G to the Business Combination Agreement (Filed as Exhibit 2.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on December 7, 2012 and incorporated by reference herein).
|
3.1
|
Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 t Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
3.2
|
Fourth Amended and Restated Bylaws of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on March 18, 2011 and incorporated by reference herein).
|
4.1
|
Form of Certificate of MetroPCS Communications, Inc. Common Stock. (Filed as Exhibit 4.1 to Amendment No. 4 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 3, 2007, and incorporated by reference herein).
|
4.2(a)
|
Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (Filed as Exhibit 4.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on March 30, 2007, and incorporated by reference herein and filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 11, 2007, and incorporated by reference herein).
|
4.2(b)
|
Amendment No. 1 to the Rights Agreement, dated as of October 3, 2012, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Filed as Exhibit 4.1 to MetroPCS Communications, Inc's Current Report on Form 8-K on October 3, 2012 and incorporated by reference herein).
|
10.1(a)
|
Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(d) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(b)
|
First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(e) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(c)
|
Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(f) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.2
|
Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (Filed as Exhibit 10.1(a) to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.3
|
MetroPCS Communications Inc. 2010 Equity Incentive Compensation Plan (Filed as Annex A to MetroPCS Communications, Inc. Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders filed on Schedule 14A with the Commission on April 19, 2010, and incorporated by reference herein).
|
10.4
|
Form of Officer and Director Indemnification Agreement (Filed as Exhibit 10.4 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.5
|
MetroPCS Communications, Inc. Third Amended and Restated Non-Employee Director Remuneration Plan, effective March 11, 2010 (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 10, 2010, and incorporated by reference herein).
|
10.6
|
Form of Officer Annual Cash Performance Award Agreement (Filed as Exhibit 10.4 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on October 30, 2012, and incorporated by reference herein).
|
10.7
|
MetroPCS Communications, Inc. Severance Pay Plan (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on May 31, 2012, and incorporated by reference herein).
|
10.8 (a)
|
Form Change in Control Agreement (Filed as Exhibit 10.2 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.8 (b)
|
Form Change in Control Agreement Amendment (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on October 30, 2012, and incorporated by reference herein).
|
10.9(a)*
|
MetroPCS Communications, Inc. Employee Non-qualified Stock Option Award Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.9(b)*
|
MetroPCS Communications, Inc. Non-Employee Director Non-Qualified Stock Option Award Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.10(a)*
|
MetroPCS Communications, Inc. Employee Restricted Stock Grant Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.10 (b)*
|
MetroPCS Communications, Inc. Non-Employee Director Restricted Stock Grant Agreement relating to the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan.
|
10.11
|
Form Amendment to the MetroPCS Communications, Inc. Notice of Grant of Stock Option relating to
the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.5 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.12(a)
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Employee Non-Qualified Stock Option Award Agreement (Filed as Exhibit 10.12 to MetroPCS Communications, Inc's annual report on Form 10-K filed on February 29, 2012, and incorporated by reference herein).
|
10.12(b)*
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Non-Employee Director Non-Qualified Stock Option Award Agreement.
|
10.13(a)*
|
Form Employee Restricted Stock Grant Agreement Pursuant to the Terms of the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan.
|
10.13(b)*
|
Form Non-Employee Director Restricted Stock Grant Agreement Pursuant to the Terms of the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan.
|
10.14(a)
|
Amended and Restated Credit Agreement, dated as of February 20, 2007, among MetroPCS Wireless, Inc., as borrower, the several lenders from time to time parties thereto, Bear Stearns Corporate Lending Inc., as administrative agent and syndication agent, Bear, Stearns & Co. Inc., as sole lead arranger and joint book runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runner and Banc of America Securities LLC, as joint book runner (Filed as Exhibit 10.12 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.14(b)
|
Amendment and Restatement and Resignation and Appointment Agreement, dated as of July 16, 2010, by and among MetroPCS Wireless, Inc., as borrower, MetroPCS Communications, Inc. and certain of its subsidiaries named therein as guarantors, the several banks and other financial institutions or entities listed on the signature pages thereto as lenders, Bear Stearns Corporate Lending, Inc., as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on July 22, 2010, and incorporated by reference herein).
|
10.14(c)
|
Amendment and Restatement Agreement, dated as of March 17, 2011, among MetroPCS Wireless, Inc., the Guarantors (as defined therein), JPMorgan Chase Bank, N.A. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on March 22, 2011, and incorporated by reference herein).
|
10.14(d)
|
Incremental Commitment Agreement, dated as of May 10, 2011, among MetroPCS Wireless, Inc., the Guarantors (as defined therein), the financial institutions signatories thereto and JPMorgan Chase Bank, N.A. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on May 10, 2011, and incorporated by reference herein).
|
10.16(a)†
|
Managed Services Agreement, entered into on September 15, 2008 and effective as of April 8, 2008, by and between MetroPCS Wireless, Inc. and Amdocs Software Systems Limited and Amdocs, Inc. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on November 10, 2008, and incorporated by reference herein).
|
10.16(b)†
|
Master Procurement Agreement by and between MetroPCS Wireless, Inc. and Ericsson Inc. dated and effective as of September 10, 2009. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on November 6, 2009, and incorporated by reference herein).
|
10.16(c) †
|
Amendment No. 1 to Master Procurement Agreement, dated June 13, 2011, by and between MetroPCS Wireless, Inc. and Ericsson Inc. (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on August 3, 2011, and incorporated by reference herein).
|
10.17(a)†
|
Master Services Agreement effective March 31, 2010 by and between MetroPCS Wireless, Inc. and InComm Holdings, Inc. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on May 10, 2010, and incorporated by reference herein).
|
10.17(b)†
|
Amendment No. 1 to Master Services Agreement, effective as of March 4, 2011, by and between MetroPCS Wireless, Inc. and InComm Holdings, Inc. (Filed as Exhibit 10.1 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 6, 2011, and incorporated by reference herein).
|
10.18
|
Underwriting Agreement, dated as of September 7, 2010, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (Filed as Exhibit 1.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on September 10, 2010, and incorporated by reference herein).
|
10.19(a)
|
Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.1 MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on September 21, 2010, and incorporated by reference herein).
|
10.19(b)
|
First Supplemental Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.2 MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on September 21, 2010, and incorporated by reference herein).
|
10.19(c)
|
Second Supplemental Indenture, dated November 17, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.1 MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on November 17, 2010, and incorporated by reference herein).
|
10.19(d)
|
Third Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 10.19(d) to MetroPCS Communications, Inc's annual report on Form 10-K filed on March 1, 2011, and incorporated by reference herein).
|
10.19(e)
|
Fourth Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 10.19(e) to MetroPCS Communications, Inc's annual report on Form 10-K filed on March 1, 2011, and incorporated by reference herein).
|
10.20
|
Underwriting Agreement, dated as of November 5, 2010, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and J.P. Morgan Securities LLC (Filed as Exhibit 1.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on November 12, 2010, and incorporated by reference herein).
|
10.21
|
Fifth Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the Guarantors (as defined herein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on December 17, 2012, and incorporated by reference herein).
|
10.22
|
Sixth Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the Guarantors (as defined herein) and Wells Fargo Bank, N.A., as trustee (Filed as Exhibit 4.2 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on December 17, 2012, and incorporated by reference herein).
|
21.1*
|
Subsidiaries of Registrant.
|
23.1*
|
Consent of Deloitte & Touche LLP.
|
24.1*
|
Power of Attorney, pursuant to which amendments to this Form 10-K may be filed, is included on the signature page contained in Part IV of the Form 10-K.
|
31.1*
|
Certification of Roger D. Linquist, President, Chief Executive Officer and Chairman of the Board of MetroPCS Communications, Inc. as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of J. Braxton Carter, Executive Vice President and Chief Financial Officer of MetroPCS Communications, Inc. as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of Roger D. Linquist, President, Chief Executive Officer and Chairman of the Board of MetroPCS Communications, Inc. pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”
|
|
|
Date Vested
|
Percentage of Option Shares
Vested and Exercisable
|
First (1st) year anniversary of
the Grant Date
|
25%
|
Following the first (1
st
) year anniversary of the Grant Date, each monthly anniversary of the Grant Date for 36 successive months
|
2.0833%
|
Date Vested
|
Percentage of Option Shares
Vested and Exercisable
|
Each monthly anniversary of the Grant Date for 36 successive months
|
2.7777%
|
Vesting Dates
|
Percentage of Restricted Stock
Vested on Such Vesting Date
|
Vesting Commencement Date
|
—%
|
12-month anniversary of Vesting Commencement Date
|
25%
|
Following the 12-month anniversary of the Vesting Commencement Date, each quarterly anniversary of the Vesting Commencement Date for 12 successive quarters
|
6.25%
|
Vesting Dates
|
Percentage of Restricted Stock
Vested on Such Vesting Date
|
Vesting Commencement Date
|
—%
|
Each quarterly anniversary of the Vesting Commencement Date for 12 successive quarters
|
8.3333%
|
Date Vested
|
Percentage of Option Shares
Vested and Exercisable
|
Each monthly anniversary of the Grant Date for 36 successive months
|
2.7777%
|
Vesting Dates
|
Percentage of Restricted Stock
Vested on Such Vesting Date
|
Vesting Commencement Date
|
—%
|
12-month anniversary of Vesting Commencement Date
|
25%
|
Following the 12-month anniversary of the Vesting Commencement Date, each quarterly anniversary of the Vesting Commencement Date for 12 successive quarters
|
6.25%
|
Vesting Dates
|
Percentage of Restricted Stock
Vested on Such Vesting Date
|
Vesting Commencement Date
|
—%
|
Each quarterly anniversary of the Vesting Commencement Date for 12 successive quarters
|
8.3333%
|
1.
|
I have reviewed this annual report on Form 10-K of MetroPCS Communications, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 1, 2013
|
|
|
|
By:
|
/s/ Roger D. Linquist
|
|
|
|
|
|
|
Roger D. Linquist
Chief Executive Officer and
Chairman of the Board
|
1.
|
I have reviewed this annual report on Form 10-K of MetroPCS Communications, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 1, 2013
|
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
|
|
|
|
J. Braxton Carter
Chief Financial Officer
and Vice Chairman
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
|
|
|
|
By:
|
/s/ Roger D. Linquist
|
|
|
||
|
Roger D. Linquist
Chief Executive Officer and
Chairman of the Board
|
|
|
||
|
|
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
|
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
|
|
|
J. Braxton Carter
|
|
|
|
|
|
Chief Financial Officer and Vice Chairman
|
|
|
|