x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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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 of incorporation)
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(I.R.S. Employer Identification No.)
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12920 SE 38th Street, Bellevue, Washington
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98006-1350
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(Address of principal executive offices)
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(Zip Code)
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(425) 378-4000
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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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, $0.00001 par value per share
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NYSE
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Securities registered pursuant to Section 12(g) of the Act:
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None.
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•
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adverse conditions in the U.S. and international economies or disruptions to the credit and financial markets;
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•
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competition in the wireless services market;
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•
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the ability to complete and realize expected synergies and other benefits of acquisitions;
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•
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the inability to implement our business strategies or ability to fund our wireless operations, including payment for additional spectrum, network upgrades, and technological advancements;
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•
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the ability to renew our spectrum licenses on attractive terms or acquire new spectrum licenses;
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•
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the ability to manage growth in wireless data services, including network quality and acquisition of adequate spectrum licenses at reasonable costs and terms;
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•
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material changes in available technology;
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•
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the timing, scope and financial impact of our deployment of 4G Long-Term Evolution (“LTE”) technology;
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•
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the impact on our networks and business from major technology equipment failures;
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•
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breaches of network or information technology security, natural disasters or terrorist attacks or existing or future litigation and any resulting financial impact not covered by insurance;
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•
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any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks;
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•
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any disruption of our key suppliers’ provisioning of products or services;
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•
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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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•
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changes in accounting assumptions that regulatory agencies, including the Securities and Exchange Commission (“SEC”), may require or that result from changes in the accounting rules or their application, which could result in an impact on earnings; and,
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•
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changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions.
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Name
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Age
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Position
|
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John J. Legere
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55
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|
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President, Chief Executive Officer
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James (Jim) C. Alling
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53
|
|
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Executive Vice President and Chief Operating Officer T-Mobile Business
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David R. Carey
|
|
60
|
|
|
Executive Vice President, Corporate Services
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J. Braxton Carter
|
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55
|
|
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Executive Vice President and Chief Financial Officer
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Peter A. Ewens
|
|
51
|
|
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Executive Vice President, Corporate Strategy
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Alexander Andrew (Drew) Kelton
|
|
55
|
|
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Executive Vice President, Business-to-Business (“B2B”)
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Thomas C. Keys
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55
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|
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Executive Vice President and Chief Operating Officer, MetroPCS Business
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Gary A. King
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56
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|
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Executive Vice President, Chief Information Officer
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David A. Miller
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53
|
|
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Executive Vice President, General Counsel and Secretary
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Larry L. Myers
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59
|
|
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Executive Vice President, Human Resources
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Neville R. Ray
|
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51
|
|
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Executive Vice President and Chief Technology Officer
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G. Michael (Mike) Sievert
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44
|
|
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Executive Vice President and Chief Marketing Officer
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•
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denial of service and other malicious or abusive attacks by third parties, including cyber-attacks or breaches of network or information technology security;
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•
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improper disclosure and handling of sensitive data including personally identifiable information by employees or vendors;
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•
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responding to deceptive communications (phishing for example) or unintentionally executing malicious code;
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•
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physical damage, power surges or outages, or equipment failure, including those as a result of severe weather, natural disasters, terrorist attacks, and acts of war;
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•
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theft of customer or proprietary information, including it being offered for sale, or used for competitive (dis)advantage, and/or corporate extortion;
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•
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unauthorized access to our information technology, billing, customer care and provisioning systems and networks, and those of our suppliers and other providers;
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•
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supplier failures or delays; and
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•
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other systems failures or outages.
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•
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unexpected costs incurred in integrating the T-Mobile and MetroPCS businesses or inability to achieve the cost savings anticipated to result from the business combination;
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•
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migrating customers from the legacy MetroPCS network to our 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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•
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decommissioning the legacy MetroPCS network;
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•
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integrating existing back office and customer facing information systems, cell sites and network infrastructure, customer service programs, and distributed antenna systems;
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•
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combining or coordinating product and service offerings, subscriber plans, customer services, and sales and marketing approaches;
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•
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addressing the effects of the business combination on our business and the previously established relationships between each of T-Mobile and MetroPCS and their employees, customers, suppliers, content providers, distributors, dealers, retailers, regulators, affiliates, joint venture partners, and the communities in which they operated; and
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•
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difficulties in consolidating and preparing the Company’s financial statements, or having to restate the financial statements of the Company.
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•
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limiting our ability to borrow money or sell stock to fund our operational, financing or strategic needs;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business or the communications industry or pursuing growth opportunities;
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•
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reducing the amount of cash available for other operational or strategic needs; and
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•
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placing us at a competitive disadvantage to competitors who are less leveraged than we are.
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•
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incurring additional indebtedness and issuing preferred stock;
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•
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paying dividends, redeeming capital stock or making other restricted payments or investments;
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•
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selling or buying assets, properties or licenses;
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•
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developing assets, properties or licenses which we have or in the future may procure;
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•
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creating liens on assets;
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•
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participating in future FCC auctions of spectrum or private sales of spectrum;
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•
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engaging in mergers, acquisitions, business combinations, or other transactions;
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•
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entering into transactions with affiliates; and
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•
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placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
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•
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our or our competitors’ actual or anticipated operating and financial results; 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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•
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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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•
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Deutsche Telekom’s financial performance, results of operation, or actions implied or taken by Deutsche Telekom;
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•
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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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•
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our performance, including subscriber growth, and our financial and operational metric performance;
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•
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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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•
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market perceptions of the wireless communications industry and valuation models for us and the industry;
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•
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changes in our credit rating or future prospects;
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•
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the availability or perceived availability of additional capital in general and our access to such capital;
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•
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actual or anticipated consolidation, or other strategic mergers or acquisition activities involving us or our competitors;
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•
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disruptions of our operations or service providers or other vendors necessary to our network operations; the general state of the U.S. and world economies; and
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•
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availability of additional spectrum, whether by the announcement, commencement, bidding and closing of auctions for new spectrum or the acquisition of companies that own spectrum.
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High
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Low
|
||||
Year Ended December 31, 2013:
|
|
|
|
||||
First Quarter
|
$
|
22.08
|
|
|
$
|
18.28
|
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Second Quarter
|
25.02
|
|
|
16.01
|
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Third Quarter
|
26.66
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|
22.74
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Fourth Quarter
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34.10
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24.90
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Year Ended December 31, 2012:
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|
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||||
First Quarter
|
$
|
24.34
|
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$
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15.72
|
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Second Quarter
|
18.62
|
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|
11.06
|
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Third Quarter
|
24.96
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12.14
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Fourth Quarter
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29.02
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19.26
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•
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any applicable contractual restrictions limiting our ability to pay dividends;
|
•
|
our earnings and cash flows;
|
•
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our capital requirements;
|
•
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our future needs for cash;
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•
|
our financial condition; and
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•
|
other factors our board of directors deems relevant.
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As of and for the Year Ended December 31,
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2013
|
|
2012
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2011
|
|
2010
|
|
2009
|
||||||||||
Statement of Operations Data
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Total service revenues
|
$
|
19,068
|
|
|
$
|
17,213
|
|
|
$
|
18,481
|
|
|
$
|
18,733
|
|
|
$
|
18,960
|
|
Total revenues
|
24,420
|
|
|
19,719
|
|
|
20,618
|
|
|
21,347
|
|
|
21,531
|
|
|||||
Operating income (loss)
|
996
|
|
|
(6,397
|
)
|
|
(4,279
|
)
|
|
2,705
|
|
|
3,056
|
|
|||||
Total other expense, net
|
(945
|
)
|
|
(589
|
)
|
|
(655
|
)
|
|
(526
|
)
|
|
(720
|
)
|
|||||
Income tax expense (benefit)
|
16
|
|
|
350
|
|
|
(216
|
)
|
|
822
|
|
|
860
|
|
|||||
Net income (loss)
|
35
|
|
|
(7,336
|
)
|
|
(4,718
|
)
|
|
1,354
|
|
|
1,470
|
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.05
|
|
|
(13.70
|
)
|
|
(8.81
|
)
|
|
2.53
|
|
|
2.75
|
|
|||||
Diluted
|
0.05
|
|
|
(13.70
|
)
|
|
(8.81
|
)
|
|
2.53
|
|
|
2.75
|
|
|||||
Other Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
3,545
|
|
|
$
|
3,862
|
|
|
$
|
4,980
|
|
|
$
|
4,905
|
|
|
$
|
5,437
|
|
Purchases of property and equipment
|
(4,025
|
)
|
|
(2,901
|
)
|
|
(2,729
|
)
|
|
(2,819
|
)
|
|
(3,687
|
)
|
|||||
Total customers (in thousands)
|
46,684
|
|
|
33,389
|
|
|
33,185
|
|
|
33,734
|
|
|
33,790
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,891
|
|
|
$
|
394
|
|
|
$
|
390
|
|
|
$
|
109
|
|
|
$
|
207
|
|
Property and equipment, net
|
15,349
|
|
|
12,807
|
|
|
12,703
|
|
|
13,213
|
|
|
13,192
|
|
|||||
Spectrum licenses
|
18,122
|
|
|
14,550
|
|
|
12,814
|
|
|
15,282
|
|
|
15,256
|
|
|||||
Total assets
|
49,953
|
|
|
33,622
|
|
|
40,609
|
|
|
46,291
|
|
|
46,774
|
|
|||||
Total debt, excluding long-term financial obligation
|
20,189
|
|
|
14,945
|
|
|
15,627
|
|
|
16,293
|
|
|
13,749
|
|
|||||
Stockholders’ equity
|
14,245
|
|
|
6,115
|
|
|
15,785
|
|
|
20,492
|
|
|
24,250
|
|
•
|
Financial Highlights
|
•
|
Other Highlights
|
•
|
Results of Operations
|
•
|
Performance Measures
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Related Party Transactions
|
•
|
Restructuring Costs
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recently Issued Accounting Standards
|
•
|
Total revenues increased
24%
to
$24.4 billion
in
2013
compared to
$19.7 billion
in
2012
.
|
•
|
Service revenues increased
11%
to
$19.1 billion
in
2013
compared to
$17.2 billion
in
2012
.
|
•
|
Total net customer additions were
4,377,000
for
year ended December 31, 2013
, a significant improvement compared to
203,000
net customer additions in
2012
.
|
•
|
Branded postpaid churn of
1.7%
for the
year ended December 31, 2013
, a 70 basis point improvement compared to
2.4%
in
2012
.
|
•
|
Adjusted EBITDA of
$4.9 billion
for the
year ended
December 31, 2013
consistent with
2012
.
|
•
|
Cash capital expenditures for property and equipment were
$4.0 billion
for the
year ended
December 31, 2013
compared to
$2.9 billion
in
2012
.
|
|
|
Year Ended December 31,
|
|
Percentage
Change 2013 Versus 2012 |
|
Percentage
Change 2012 Versus 2011 |
||||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||
Branded postpaid revenues
|
|
$
|
13,166
|
|
|
$
|
14,521
|
|
|
$
|
16,230
|
|
|
(9
|
)%
|
|
(11
|
)%
|
Branded prepaid revenues
|
|
4,945
|
|
|
1,715
|
|
|
1,307
|
|
|
NM
|
|
|
31
|
%
|
|||
Wholesale revenues
|
|
613
|
|
|
544
|
|
|
443
|
|
|
13
|
%
|
|
23
|
%
|
|||
Roaming and other service revenues
|
|
344
|
|
|
433
|
|
|
501
|
|
|
(21
|
)%
|
|
(14
|
)%
|
|||
Total service revenues
|
|
19,068
|
|
|
17,213
|
|
|
18,481
|
|
|
11
|
%
|
|
(7
|
)%
|
|||
Equipment sales
|
|
5,033
|
|
|
2,242
|
|
|
1,901
|
|
|
124
|
%
|
|
18
|
%
|
|||
Other revenues
|
|
319
|
|
|
264
|
|
|
236
|
|
|
21
|
%
|
|
12
|
%
|
|||
Total revenues
|
|
24,420
|
|
|
19,719
|
|
|
20,618
|
|
|
24
|
%
|
|
(4
|
)%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
|
5,279
|
|
|
4,661
|
|
|
4,952
|
|
|
13
|
%
|
|
(6
|
)%
|
|||
Cost of equipment sales
|
|
6,976
|
|
|
3,437
|
|
|
3,646
|
|
|
103
|
%
|
|
(6
|
)%
|
|||
Selling, general and administrative
|
|
7,382
|
|
|
6,796
|
|
|
6,728
|
|
|
9
|
%
|
|
1
|
%
|
|||
Depreciation and amortization
|
|
3,627
|
|
|
3,187
|
|
|
2,982
|
|
|
14
|
%
|
|
7
|
%
|
|||
MetroPCS transaction and integration costs
|
|
108
|
|
|
7
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Impairment charges
|
|
—
|
|
|
8,134
|
|
|
6,420
|
|
|
NM
|
|
|
27
|
%
|
|||
Restructuring costs
|
|
54
|
|
|
85
|
|
|
—
|
|
|
(36
|
)%
|
|
NM
|
|
|||
Other, net
|
|
(2
|
)
|
|
(191
|
)
|
|
169
|
|
|
(99
|
)%
|
|
NM
|
|
|||
Total operating expenses
|
|
23,424
|
|
|
26,116
|
|
|
24,897
|
|
|
(10
|
)%
|
|
5
|
%
|
|||
Operating income (loss)
|
|
996
|
|
|
(6,397
|
)
|
|
(4,279
|
)
|
|
NM
|
|
|
49
|
%
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense to affiliates
|
|
(678
|
)
|
|
(661
|
)
|
|
(670
|
)
|
|
3
|
%
|
|
(1
|
)%
|
|||
Interest expense
|
|
(545
|
)
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Interest income
|
|
189
|
|
|
77
|
|
|
25
|
|
|
145
|
%
|
|
NM
|
|
|||
Other income (expense), net
|
|
89
|
|
|
(5
|
)
|
|
(10
|
)
|
|
NM
|
|
|
(50
|
)%
|
|||
Total other expense, net
|
|
(945
|
)
|
|
(589
|
)
|
|
(655
|
)
|
|
60
|
%
|
|
(10
|
)%
|
|||
Income (loss) before income taxes
|
|
51
|
|
|
(6,986
|
)
|
|
(4,934
|
)
|
|
NM
|
|
|
42
|
%
|
|||
Income tax expense (benefit)
|
|
16
|
|
|
350
|
|
|
(216
|
)
|
|
(95
|
)%
|
|
NM
|
|
|||
Net income (loss)
|
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
|
$
|
(4,718
|
)
|
|
NM
|
|
|
55
|
%
|
(in thousands)
|
December 31,
2013 |
|
December 31,
2012 |
|
December 31,
2011 |
|||
Customers, end of period
|
|
|
|
|
|
|||
Branded postpaid customers
|
22,299
|
|
|
20,293
|
|
|
22,367
|
|
Branded prepaid customers
|
15,072
|
|
|
5,826
|
|
|
4,819
|
|
Total branded customers
|
37,371
|
|
|
26,119
|
|
|
27,186
|
|
M2M customers
|
3,602
|
|
|
3,090
|
|
|
2,429
|
|
MVNO customers
|
5,711
|
|
|
4,180
|
|
|
3,569
|
|
Total wholesale customers
|
9,313
|
|
|
7,270
|
|
|
5,999
|
|
Total customers, end of period
|
46,684
|
|
|
33,389
|
|
|
33,185
|
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
|||
Net customer additions (losses)
|
|
|
|
|
|
|||
Branded postpaid customers
|
2,006
|
|
|
(2,074
|
)
|
|
(2,206
|
)
|
Branded prepaid customers
|
328
|
|
|
1,007
|
|
|
321
|
|
Total branded customers
|
2,334
|
|
|
(1,067
|
)
|
|
(1,885
|
)
|
M2M customers
|
512
|
|
|
660
|
|
|
556
|
|
MVNO customers
|
1,531
|
|
|
610
|
|
|
780
|
|
Total wholesale customers
|
2,043
|
|
|
1,270
|
|
|
1,336
|
|
Total net customer additions (losses)
|
4,377
|
|
|
203
|
|
|
(549
|
)
|
Acquired customers
|
8,918
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31, 2013
|
|||||||
2013
|
|
2012
|
|
2011
|
||||
Branded postpaid churn
|
1.7
|
%
|
|
2.4
|
%
|
|
2.7
|
%
|
Branded prepaid churn
|
5.4
|
%
|
|
6.4
|
%
|
|
6.7
|
%
|
|
Year Ended December 31,
|
||||||||||
(in millions, except average number of customers and ARPU)
|
2013
|
|
2012
|
|
2011
|
||||||
Calculation of Branded Postpaid ARPU:
|
|
|
|
|
|
||||||
Branded postpaid service revenues
|
$
|
13,166
|
|
|
$
|
14,521
|
|
|
$
|
16,230
|
|
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
|
20,858
|
|
|
21,306
|
|
|
23,496
|
|
|||
Branded postpaid ARPU
|
$
|
52.60
|
|
|
$
|
56.79
|
|
|
$
|
57.56
|
|
|
|
|
|
|
|
||||||
Calculation of Branded Prepaid ARPU:
|
|
|
|
|
|
||||||
Branded prepaid service revenues
|
$
|
4,945
|
|
|
$
|
1,715
|
|
|
$
|
1,307
|
|
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
|
11,913
|
|
|
5,325
|
|
|
4,488
|
|
|||
Branded prepaid ARPU
|
$
|
34.59
|
|
|
$
|
26.85
|
|
|
$
|
24.27
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except gross customer additions and Branded CPGA)
|
2013
|
|
2012
|
|
2011
|
||||||
Selling, general and administrative
|
$
|
7,382
|
|
|
$
|
6,796
|
|
|
$
|
6,728
|
|
Less: General and administrative expenses
|
(3,425
|
)
|
|
(3,510
|
)
|
|
(3,543
|
)
|
|||
Total selling expenses
|
3,957
|
|
|
3,286
|
|
|
3,185
|
|
|||
Add: Loss on equipment sales
|
|
|
|
|
|
||||||
Equipment sales
|
(5,033
|
)
|
|
(2,242
|
)
|
|
(1,901
|
)
|
|||
Cost of equipment sales
|
6,976
|
|
|
3,437
|
|
|
3,646
|
|
|||
Total loss on equipment sales
|
1,943
|
|
|
1,195
|
|
|
1,745
|
|
|||
Less: Loss on equipment sales related to customer retention
|
(1,300
|
)
|
|
(903
|
)
|
|
(1,014
|
)
|
|||
Loss on equipment sales related to customer acquisition
|
643
|
|
|
292
|
|
|
731
|
|
|||
Cost of acquiring new branded customers
|
$
|
4,600
|
|
|
$
|
3,578
|
|
|
$
|
3,916
|
|
Divided by: Gross branded customer additions (in thousands)
|
14,355
|
|
|
9,083
|
|
|
9,234
|
|
|||
Branded CPGA
|
$
|
320
|
|
|
$
|
394
|
|
|
$
|
424
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except average number of customers and Branded CPU)
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of services
|
$
|
5,279
|
|
|
$
|
4,661
|
|
|
$
|
4,952
|
|
Add: General and administrative expenses
|
3,425
|
|
|
3,510
|
|
|
3,543
|
|
|||
Add: Loss on equipment sales related to customer retention
|
1,300
|
|
|
903
|
|
|
1,014
|
|
|||
Total cost of serving customers
|
$
|
10,004
|
|
|
$
|
9,074
|
|
|
$
|
9,509
|
|
Divided by: Average number of branded customers (in thousands) and number of months in period
|
32,771
|
|
|
26,631
|
|
|
27,984
|
|
|||
Branded CPU
|
$
|
25
|
|
|
$
|
28
|
|
|
$
|
28
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
|
$
|
(4,718
|
)
|
Adjustments:
|
|
|
|
|
|
||||||
Interest expense to affiliates
|
678
|
|
|
661
|
|
|
670
|
|
|||
Interest expense
|
545
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
(189
|
)
|
|
(77
|
)
|
|
(25
|
)
|
|||
Other (income) expense, net
|
(89
|
)
|
|
5
|
|
|
10
|
|
|||
Income tax expense (benefit)
|
16
|
|
|
350
|
|
|
(216
|
)
|
|||
Operating income (loss)
|
996
|
|
|
(6,397
|
)
|
|
(4,279
|
)
|
|||
Depreciation and amortization
|
3,627
|
|
|
3,187
|
|
|
2,982
|
|
|||
Impairment charges
|
—
|
|
|
8,134
|
|
|
6,420
|
|
|||
MetroPCS transaction and integration costs
|
108
|
|
|
7
|
|
|
—
|
|
|||
Restructuring costs
|
54
|
|
|
85
|
|
|
—
|
|
|||
Stock-based compensation
|
100
|
|
|
—
|
|
|
—
|
|
|||
Other, net (1)
|
—
|
|
|
(130
|
)
|
|
187
|
|
|||
Adjusted EBITDA
|
$
|
4,885
|
|
|
$
|
4,886
|
|
|
$
|
5,310
|
|
Adjusted EBITDA margin
|
26
|
%
|
|
28
|
%
|
|
29
|
%
|
(1)
|
Other, net for the year ended December 31, 2012 represents a net gain on an AWS spectrum license purchase and exchange and transaction-related costs incurred for the terminated AT&T acquisition of T-Mobile USA. Other, net for the year ended December 31, 2011 represents AT&T transaction-related costs incurred from the terminated AT&T acquisition of T-Mobile USA. Other, net transactions may not agree in total to the other, net classification in the Consolidated Statements of Comprehensive Income (Loss) due to certain routine operating activities, such as insignificant routine spectrum license exchanges that would be expected to reoccur, and are therefore not excluded from Adjusted EBITDA.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by operating activities
|
$
|
3,545
|
|
|
$
|
3,862
|
|
|
$
|
4,980
|
|
Net cash used in investing activities
|
(2,092
|
)
|
|
(3,915
|
)
|
|
(4,699
|
)
|
|||
Net cash provided by financing activities
|
4,044
|
|
|
57
|
|
|
—
|
|
(in millions)
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than 5 Years
|
|
Total
|
||||||||||
Long-term debt (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
17,700
|
|
|
$
|
19,200
|
|
Interest expense on long-term debt
|
1,171
|
|
|
2,429
|
|
|
2,429
|
|
|
3,178
|
|
|
9,207
|
|
|||||
Financial obligation (2)
|
164
|
|
|
328
|
|
|
328
|
|
|
1,303
|
|
|
2,123
|
|
|||||
Non-dedicated transportation lines
|
606
|
|
|
1,150
|
|
|
630
|
|
|
311
|
|
|
2,697
|
|
|||||
Operating leases, including dedicated transportation lines
|
2,199
|
|
|
4,007
|
|
|
3,403
|
|
|
5,233
|
|
|
14,842
|
|
|||||
Capital lease obligations, including interest
|
40
|
|
|
84
|
|
|
87
|
|
|
297
|
|
|
508
|
|
|||||
Vendor financing arrangements
|
226
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|||||
Purchase obligations (3)
|
1,168
|
|
|
410
|
|
|
2,078
|
|
|
—
|
|
|
3,656
|
|
|||||
Total contractual obligations
|
$
|
5,574
|
|
|
$
|
8,408
|
|
|
$
|
10,455
|
|
|
$
|
28,022
|
|
|
$
|
52,459
|
|
(1)
|
Represents principal amounts of long-term debt at maturity, excluding unamortized premium from purchase price allocation fair value adjustment, capital lease obligations and vendor financing arrangements.
|
(2)
|
Future minimum payments, including principal and interest payments and imputed lease rental income, related to the long-term financial obligation recorded in connection with the Tower Transaction. See
Note 8 – Tower Transaction and Related Long-Term Financial Obligation
of the
Notes to the Consolidated Financial Statements
included in
Part II, Item 8
of this
Form 10-K
for further information.
|
(3)
|
T-Mobile calculated the minimum obligation for certain agreements to purchase goods or services based on termination fees that can be paid to exit the contract. Termination penalties are included in the above table as payments due in less than one year, as this is the earliest T-Mobile could exit these contracts. This table does not include open purchase orders as of
December 31, 2013
under normal business purposes.
|
Level 1
|
Observable inputs that reflect quoted prices in active markets for identical assets or liabilities;
|
Level 2
|
Inputs other than the quoted prices in active markets that are observable either directly or indirectly, and;
|
Level 3
|
Unobservable inputs for which there is little or no market data, which require T-Mobile to develop its own assumptions.
|
|
|
|
Fair Value Assuming
|
||||||||
(in millions)
|
Fair Value
|
|
+100 Basis Point Shift
|
|
-100 Basis Point Shift
|
||||||
Long-term debt to affiliates
|
$
|
5,866
|
|
|
$
|
5,791
|
|
|
$
|
5,937
|
|
(in millions, except share and per share amounts)
|
December 31,
2013 |
|
December 31,
2012 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,891
|
|
|
$
|
394
|
|
Accounts receivable, net of deferred interest and allowances of $381 and $289
|
3,619
|
|
|
2,678
|
|
||
Accounts receivable from affiliates
|
41
|
|
|
682
|
|
||
Inventory
|
586
|
|
|
457
|
|
||
Current portion of deferred tax assets, net
|
839
|
|
|
655
|
|
||
Other current assets
|
1,252
|
|
|
675
|
|
||
Total current assets
|
12,228
|
|
|
5,541
|
|
||
Property and equipment, net of accumulated depreciation of $19,649 and $17,744
|
15,349
|
|
|
12,807
|
|
||
Goodwill
|
1,683
|
|
|
—
|
|
||
Spectrum licenses
|
18,122
|
|
|
14,550
|
|
||
Other intangible assets, net of accumulated amortization of $476 and $243
|
1,204
|
|
|
79
|
|
||
Other assets
|
1,367
|
|
|
645
|
|
||
Total assets
|
$
|
49,953
|
|
|
$
|
33,622
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
4,567
|
|
|
$
|
3,475
|
|
Current payables and short-term debt to affiliates
|
199
|
|
|
1,619
|
|
||
Short-term debt
|
244
|
|
|
—
|
|
||
Deferred revenue
|
445
|
|
|
290
|
|
||
Other current liabilities
|
353
|
|
|
208
|
|
||
Total current liabilities
|
5,808
|
|
|
5,592
|
|
||
Long-term debt to affiliates
|
5,600
|
|
|
13,655
|
|
||
Long-term debt
|
14,345
|
|
|
—
|
|
||
Long-term financial obligation
|
2,496
|
|
|
2,461
|
|
||
Deferred tax liabilities
|
4,645
|
|
|
3,618
|
|
||
Deferred rents
|
2,113
|
|
|
1,884
|
|
||
Other long-term liabilities
|
701
|
|
|
297
|
|
||
Total long-term liabilities
|
29,900
|
|
|
21,915
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
||||
Preferred stock, par value $0.00001 per share, 100,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 803,262,309 and 535,286,077 shares issued
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
37,330
|
|
|
29,197
|
|
||
Treasury stock, at cost, 1,382,505 and 0 shares issued
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
3
|
|
|
41
|
|
||
Accumulated deficit
|
(23,088
|
)
|
|
(23,123
|
)
|
||
Total stockholders' equity
|
14,245
|
|
|
6,115
|
|
||
Total liabilities and stockholders' equity
|
$
|
49,953
|
|
|
$
|
33,622
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except shares and per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
|
|
|
|
||||||
Branded postpaid revenues
|
$
|
13,166
|
|
|
$
|
14,521
|
|
|
$
|
16,230
|
|
Branded prepaid revenues
|
4,945
|
|
|
1,715
|
|
|
1,307
|
|
|||
Wholesale revenues
|
613
|
|
|
544
|
|
|
443
|
|
|||
Roaming and other service revenues
|
344
|
|
|
433
|
|
|
501
|
|
|||
Total service revenues
|
19,068
|
|
|
17,213
|
|
|
18,481
|
|
|||
Equipment sales
|
5,033
|
|
|
2,242
|
|
|
1,901
|
|
|||
Other revenues
|
319
|
|
|
264
|
|
|
236
|
|
|||
Total revenues
|
24,420
|
|
|
19,719
|
|
|
20,618
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
5,279
|
|
|
4,661
|
|
|
4,952
|
|
|||
Cost of equipment sales
|
6,976
|
|
|
3,437
|
|
|
3,646
|
|
|||
Selling, general and administrative
|
7,382
|
|
|
6,796
|
|
|
6,728
|
|
|||
Depreciation and amortization
|
3,627
|
|
|
3,187
|
|
|
2,982
|
|
|||
MetroPCS transaction and integration costs
|
108
|
|
|
7
|
|
|
—
|
|
|||
Impairment charges
|
—
|
|
|
8,134
|
|
|
6,420
|
|
|||
Restructuring costs
|
54
|
|
|
85
|
|
|
—
|
|
|||
Other, net
|
(2
|
)
|
|
(191
|
)
|
|
169
|
|
|||
Total operating expenses
|
23,424
|
|
|
26,116
|
|
|
24,897
|
|
|||
Operating income (loss)
|
996
|
|
|
(6,397
|
)
|
|
(4,279
|
)
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense to affiliates
|
(678
|
)
|
|
(661
|
)
|
|
(670
|
)
|
|||
Interest expense
|
(545
|
)
|
|
—
|
|
|
—
|
|
|||
Interest income
|
189
|
|
|
77
|
|
|
25
|
|
|||
Other income (expense), net
|
89
|
|
|
(5
|
)
|
|
(10
|
)
|
|||
Total other expense, net
|
(945
|
)
|
|
(589
|
)
|
|
(655
|
)
|
|||
Income (loss) before income taxes
|
51
|
|
|
(6,986
|
)
|
|
(4,934
|
)
|
|||
Income tax expense (benefit)
|
16
|
|
|
350
|
|
|
(216
|
)
|
|||
Net income (loss)
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
|
$
|
(4,718
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Net gain (loss) on cross currency interest rate swaps, net of tax effect of $13, $57 and $(28)
|
23
|
|
|
95
|
|
|
(47
|
)
|
|||
Net gain (loss) on foreign currency translation, net of tax effect of $(37), $(16) and $29
|
(62
|
)
|
|
(27
|
)
|
|
49
|
|
|||
Unrealized gain on available-for-sale securities, net of tax effect of $1, $0 and $5
|
1
|
|
|
1
|
|
|
9
|
|
|||
Other comprehensive income (loss), net of tax
|
(38
|
)
|
|
69
|
|
|
11
|
|
|||
Total comprehensive loss
|
$
|
(3
|
)
|
|
$
|
(7,267
|
)
|
|
$
|
(4,707
|
)
|
Earnings (loss) per share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.05
|
|
|
$
|
(13.70
|
)
|
|
$
|
(8.81
|
)
|
Diluted
|
0.05
|
|
|
(13.70
|
)
|
|
(8.81
|
)
|
|||
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
672,955,980
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|||
Diluted
|
676,885,215
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
|
$
|
(4,718
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||||||
Impairment charges
|
—
|
|
|
8,134
|
|
|
6,420
|
|
|||
Depreciation and amortization
|
3,627
|
|
|
3,187
|
|
|
2,982
|
|
|||
Stock-based compensation expense
|
100
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
10
|
|
|
308
|
|
|
(233
|
)
|
|||
Amortization of debt discount and premium, net
|
(62
|
)
|
|
(81
|
)
|
|
(84
|
)
|
|||
Bad debt expense
|
463
|
|
|
702
|
|
|
713
|
|
|||
Deferred rent expense
|
229
|
|
|
206
|
|
|
218
|
|
|||
Losses (gains) and other, net
|
209
|
|
|
(258
|
)
|
|
(43
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,315
|
)
|
|
(700
|
)
|
|
(558
|
)
|
|||
Inventory
|
42
|
|
|
(2
|
)
|
|
166
|
|
|||
Other current and long-term assets
|
(545
|
)
|
|
(316
|
)
|
|
(182
|
)
|
|||
Accounts payable and accrued liabilities
|
611
|
|
|
(32
|
)
|
|
103
|
|
|||
Other current and long-term liabilities
|
141
|
|
|
50
|
|
|
196
|
|
|||
Net cash provided by operating activities
|
3,545
|
|
|
3,862
|
|
|
4,980
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(4,025
|
)
|
|
(2,901
|
)
|
|
(2,729
|
)
|
|||
Purchases of intangible assets
|
(381
|
)
|
|
(387
|
)
|
|
(23
|
)
|
|||
Short term affiliate loan receivable, net
|
300
|
|
|
(651
|
)
|
|
(2,005
|
)
|
|||
Proceeds from disposals of property and equipment and intangible assets
|
3
|
|
|
51
|
|
|
2
|
|
|||
Cash and cash equivalents acquired in MetroPCS business combination
|
2,144
|
|
|
—
|
|
|
—
|
|
|||
Payments to acquire financial assets, net
|
—
|
|
|
(5
|
)
|
|
73
|
|
|||
Change in restricted cash equivalents
|
(100
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in unconsolidated affiliates, net
|
(33
|
)
|
|
(22
|
)
|
|
(17
|
)
|
|||
Net cash used in investing activities
|
(2,092
|
)
|
|
(3,915
|
)
|
|
(4,699
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
2,494
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock in connection with public offering
|
1,787
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from financial obligation
|
—
|
|
|
2,469
|
|
|
—
|
|
|||
Repayments of short-term debt for purchases of property and equipment
|
(244
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments related to a variable interest entity
|
(80
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Distribution to affiliate
|
(41
|
)
|
|
(2,403
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
137
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
4,044
|
|
|
57
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Change in cash and cash equivalents
|
5,497
|
|
|
4
|
|
|
281
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Beginning of year
|
394
|
|
|
390
|
|
|
109
|
|
|||
End of year
|
$
|
5,891
|
|
|
$
|
394
|
|
|
$
|
390
|
|
(in millions, except shares)
|
Common Stock Outstanding
|
|
Par Value and Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||
Balance as of December 31, 2010
|
535,286,077
|
|
|
$
|
31,600
|
|
|
$
|
(39
|
)
|
|
$
|
(11,069
|
)
|
|
$
|
20,492
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,718
|
)
|
|
(4,718
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Balance as of December 31, 2011
|
535,286,077
|
|
|
$
|
31,600
|
|
|
$
|
(28
|
)
|
|
$
|
(15,787
|
)
|
|
$
|
15,785
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,336
|
)
|
|
(7,336
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
||||
Equity distribution of paid-in capital
|
—
|
|
|
(2,403
|
)
|
|
—
|
|
|
—
|
|
|
(2,403
|
)
|
||||
Balance as of December 31, 2012
|
535,286,077
|
|
|
$
|
29,197
|
|
|
$
|
41
|
|
|
$
|
(23,123
|
)
|
|
$
|
6,115
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||
Effects of debt recapitalization
|
—
|
|
|
3,143
|
|
|
—
|
|
|
—
|
|
|
3,143
|
|
||||
MetroPCS shares converted upon reverse merger, net of treasury stock withheld for taxes
|
184,487,309
|
|
|
2,971
|
|
|
—
|
|
|
—
|
|
|
2,971
|
|
||||
Issuance of common stock in connection with public offering
|
72,765,000
|
|
|
1,787
|
|
|
—
|
|
|
—
|
|
|
1,787
|
|
||||
Stock-based compensation
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||
Exercise of stock options
|
9,278,599
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
137
|
|
||||
Issuance of vested restricted stock units
|
62,819
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Tax impact of stock-based compensation
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Balance as of December 31, 2013
|
801,879,804
|
|
|
$
|
37,330
|
|
|
$
|
3
|
|
|
$
|
(23,088
|
)
|
|
$
|
14,245
|
|
Level 1
|
Observable inputs that reflect quoted prices in active markets for identical assets or liabilities;
|
Level 2
|
Inputs other than the quoted prices in active markets that are observable either directly or indirectly; and
|
Level 3
|
Unobservable inputs for which there is little or no market data, which require T-Mobile to develop its own assumptions.
|
•
|
Deutsche Telekom recapitalized T-Mobile USA by retiring T-Mobile USA’s long-term debt to affiliates principal balance of
$14.5 billion
and all related derivative instruments in exchange for
$11.2 billion
in new long-term debt to affiliates and additional paid-in capital prior to the closing of the business combination.
|
•
|
Deutsche Telekom provided T-Mobile USA with a
$500 million
unsecured revolving credit facility.
|
•
|
MetroPCS effected a recapitalization which consisted of a reverse stock split of the MetroPCS common stock and an aggregate cash payment of
$1.5 billion
to the MetroPCS stockholders on the Acquisition Date.
|
•
|
Thereafter, MetroPCS acquired all of T-Mobile USA’s capital stock from T-Mobile Holding in exchange for common stock representing approximately
74%
of the fully diluted shares of the combined company’s common stock on the Acquisition Date.
|
(in millions)
|
Debt Recapitalization
|
||
Retirement of long-term debt to affiliates
|
$
|
14,450
|
|
Elimination of net unamortized discounts and premiums on long-term debt to affiliates
|
434
|
|
|
Issuance of new long-term debt to affiliates
|
(11,200
|
)
|
|
Settlement of accounts receivable from affiliates and other outstanding balances
|
(363
|
)
|
|
Income tax effect
|
(178
|
)
|
|
Total
|
$
|
3,143
|
|
(in millions)
|
Purchase Consideration
|
||
Fair value of MetroPCS shares
|
$
|
2,886
|
|
Fair value of MetroPCS stock options
|
84
|
|
|
Cash consideration paid to MetroPCS stock option holders
|
1
|
|
|
Total purchase consideration
|
$
|
2,971
|
|
(in millions)
|
Fair Value
|
||
Assets
|
|
||
Cash and cash equivalents
|
$
|
2,144
|
|
Accounts receivable, net
|
98
|
|
|
Inventory
|
171
|
|
|
Other current assets
|
240
|
|
|
Property and equipment
|
1,475
|
|
|
Spectrum licenses
|
3,818
|
|
|
Other intangible assets
|
1,376
|
|
|
Other assets
|
10
|
|
|
Total assets acquired
|
9,332
|
|
|
Liabilities and Stockholders’ Equity
|
|
||
Accounts payable and accrued liabilities
|
475
|
|
|
Deferred revenues
|
187
|
|
|
Other current liabilities
|
15
|
|
|
Deferred tax liabilities
|
735
|
|
|
Long-term debt
|
6,277
|
|
|
Other long-term liabilities
|
355
|
|
|
Total liabilities assumed
|
8,044
|
|
|
Net identifiable assets acquired
|
1,288
|
|
|
Goodwill
|
1,683
|
|
|
Net assets acquired
|
$
|
2,971
|
|
•
|
Expected cost synergies from reduced network-related expenses through the elimination of redundant assets.
|
•
|
Enhanced spectrum position which will provide greater network coverage and improved 4G LTE coverage in key markets across the country and the ability to offer a wider array of products, plans and services to the Company’s customers.
|
(in millions)
|
Year Ended
December 31, 2013 |
||
Total revenues
|
$
|
3,366
|
|
Income before income taxes
|
143
|
|
|
Year Ended December 31,
|
||||||
(in millions, except per share amounts)
|
2013
|
|
2012
|
||||
Pro forma revenues
|
$
|
26,158
|
|
|
$
|
24,941
|
|
Pro forma net income (loss)
|
52
|
|
|
(7,297
|
)
|
||
Pro forma basic earnings (loss) per share
|
$
|
0.07
|
|
|
$
|
(10.15
|
)
|
Pro forma diluted earnings (loss) per share
|
0.07
|
|
|
(10.15
|
)
|
•
|
Increase in tax expenses based on the inclusion of MetroPCS in the combined company of
$63 million
for the
year ended
December 31, 2013
and a decrease of
$215 million
for the
year ended
December 31, 2012
;
|
•
|
Net decrease to amortization and depreciation expense related to the fair value of the intangible assets and fixed assets acquired of
$19 million
for the
year ended
December 31, 2013
and a net increase of
$168 million
for the
year ended
December 31, 2012
, respectively; and
|
•
|
The impact of financing agreements entered into whereby an aggregate of
$14.7 billion
senior unsecured notes were issued and
$14.5 billion
of senior unsecured notes previously issued by T-Mobile USA to Deutsche Telekom and
$2.5 billion
of senior unsecured notes previously issued by MetroPCS were retired in connection with the business combination for a net increase to interest and other income (expense) of
$91 million
and
$119 million
for the
year ended
December 31, 2013
and
2012
, respectively.
|
(in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
EIP receivables, gross
|
$
|
2,882
|
|
|
$
|
816
|
|
Deferred interest
|
(276
|
)
|
|
(110
|
)
|
||
EIP receivables, net of deferred interest
|
2,606
|
|
|
706
|
|
||
Allowance for credit losses
|
(60
|
)
|
|
(15
|
)
|
||
EIP receivables, net
|
$
|
2,546
|
|
|
$
|
691
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Accounts receivable, net
|
$
|
1,471
|
|
|
$
|
475
|
|
Other assets
|
1,075
|
|
|
216
|
|
||
EIP receivables, net
|
$
|
2,546
|
|
|
$
|
691
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(in millions)
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
Unbilled
|
$
|
1,482
|
|
|
$
|
1,270
|
|
|
$
|
2,752
|
|
|
$
|
337
|
|
|
$
|
432
|
|
|
$
|
769
|
|
Billed - Current
|
45
|
|
|
45
|
|
|
90
|
|
|
13
|
|
|
21
|
|
|
34
|
|
||||||
Billed - Past Due
|
15
|
|
|
25
|
|
|
40
|
|
|
3
|
|
|
10
|
|
|
13
|
|
||||||
EIP receivables, gross
|
$
|
1,542
|
|
|
$
|
1,340
|
|
|
$
|
2,882
|
|
|
$
|
353
|
|
|
$
|
463
|
|
|
$
|
816
|
|
(in millions)
|
2013
|
|
2012
|
||||
Deferred interest and allowance for credit losses at beginning of year
|
$
|
125
|
|
|
$
|
51
|
|
Bad debt expense
|
161
|
|
|
85
|
|
||
Write-offs, net of recoveries
|
(116
|
)
|
|
(80
|
)
|
||
Change in deferred interest on short-term and long-term installment receivables
|
166
|
|
|
69
|
|
||
Deferred interest and allowance for credit losses at end of year
|
$
|
336
|
|
|
$
|
125
|
|
(in millions)
|
Useful Lives
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
Buildings and equipment
|
Up to 40 years
|
|
$
|
1,862
|
|
|
$
|
1,819
|
|
Wireless communications systems
|
Up to 20 years
|
|
24,594
|
|
|
21,030
|
|
||
Leasehold improvements
|
Up to 12 years
|
|
971
|
|
|
965
|
|
||
Capitalized software
|
Up to 7 years
|
|
6,424
|
|
|
5,078
|
|
||
Construction in progress
|
|
|
1,147
|
|
|
1,659
|
|
||
Accumulated depreciation and amortization
|
|
|
(19,649
|
)
|
|
(17,744
|
)
|
||
Property and equipment, net
|
|
|
$
|
15,349
|
|
|
$
|
12,807
|
|
(in millions)
|
December 31,
2011 |
|
Net Changes
|
|
December 31,
2012 |
|
Net Changes
|
|
December 31,
2013 |
||||||||||
Goodwill, gross
|
$
|
18,465
|
|
|
$
|
—
|
|
|
$
|
18,465
|
|
|
$
|
1,683
|
|
|
$
|
20,148
|
|
Accumulated impairment
|
(10,331
|
)
|
|
(8,134
|
)
|
|
(18,465
|
)
|
|
—
|
|
|
(18,465
|
)
|
|||||
Goodwill
|
$
|
8,134
|
|
|
$
|
(8,134
|
)
|
|
$
|
—
|
|
|
$
|
1,683
|
|
|
$
|
1,683
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Spectrum licenses, gross
|
$
|
23,251
|
|
|
$
|
1,701
|
|
|
$
|
24,952
|
|
|
$
|
2,895
|
|
|
$
|
27,847
|
|
Accumulated impairment
|
(10,437
|
)
|
|
35
|
|
|
(10,402
|
)
|
|
677
|
|
|
(9,725
|
)
|
|||||
Spectrum licenses
|
$
|
12,814
|
|
|
$
|
1,736
|
|
|
$
|
14,550
|
|
|
$
|
3,572
|
|
|
$
|
18,122
|
|
|
Useful Lives
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(in millions)
|
|
Gross
Amount |
|
Accumulated Amortization
|
|
Net
Amount |
|
Gross
Amount |
|
Accumulated Amortization
|
|
Net
Amount |
|||||||||||||
Customer lists
|
Up to 6 years
|
|
$
|
1,313
|
|
|
$
|
(419
|
)
|
|
$
|
894
|
|
|
$
|
209
|
|
|
$
|
(207
|
)
|
|
$
|
2
|
|
Trademarks and patents
|
Up to 12 years
|
|
292
|
|
|
(38
|
)
|
|
254
|
|
|
55
|
|
|
(8
|
)
|
|
47
|
|
||||||
Other
|
Up to 28 years
|
|
75
|
|
|
(19
|
)
|
|
56
|
|
|
58
|
|
|
(28
|
)
|
|
30
|
|
||||||
Other intangible assets
|
|
|
$
|
1,680
|
|
|
$
|
(476
|
)
|
|
$
|
1,204
|
|
|
$
|
322
|
|
|
$
|
(243
|
)
|
|
$
|
79
|
|
|
Balance Sheet Location
|
|
December 31, 2012
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
Other current assets
|
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
106
|
|
Cross currency interest rate swaps
|
Other assets
|
|
—
|
|
|
144
|
|
|
—
|
|
|
144
|
|
|
Year Ended December 31,
|
|||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|||
Gain (loss) recognized in other comprehensive income (loss):
|
|
|
|
|
|
|||
Cross currency interest rate swaps
|
(17
|
)
|
|
139
|
|
|
(79
|
)
|
Gain recognized in interest expense to affiliates:
|
|
|
|
|
|
|||
Interest rate swaps
|
8
|
|
|
71
|
|
|
73
|
|
Cross currency interest rate swaps
|
53
|
|
|
10
|
|
|
2
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(in millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term debt to affiliates
|
$
|
5,600
|
|
|
$
|
5,866
|
|
|
$
|
14,945
|
|
|
$
|
14,721
|
|
Long-term debt to third parties principal, excluding capital leases
|
13,600
|
|
|
14,251
|
|
|
—
|
|
|
—
|
|
(in millions)
|
December 31, 2013
|
||
5.250% Senior Notes due 2018
|
$
|
500
|
|
7.875% Senior Notes due 2018
|
1,000
|
|
|
5.578% Senior Reset Notes due 2019 (reset date in April 2015 )
|
1,250
|
|
|
6.464% Senior Notes due 2019
|
1,250
|
|
|
5.656% Senior Reset Notes due 2020 (reset date in April 2015)
|
1,250
|
|
|
6.542% Senior Notes due 2020
|
1,250
|
|
|
6.625% Senior Notes due 2020
|
1,000
|
|
|
5.747% Senior Reset Notes due 2021 (reset date in October 2015)
|
1,250
|
|
|
6.250% Senior Notes due 2021
|
1,750
|
|
|
6.633% Senior Notes due 2021
|
1,250
|
|
|
5.845% Senior Reset Notes due 2022 (reset date in October 2015)
|
1,250
|
|
|
6.125% Senior Notes due 2022
|
1,000
|
|
|
6.731% Senior Notes due 2022
|
1,250
|
|
|
5.950% Senior Reset Notes due 2023 (reset date in April 2016)
|
600
|
|
|
6.625% Senior Notes due 2023
|
1,750
|
|
|
6.836% Senior Notes due 2023
|
600
|
|
|
6.500% Senior Notes due 2024
|
1,000
|
|
|
Unamortized premium from purchase price allocation fair value adjustment
|
410
|
|
|
Capital leases
|
353
|
|
|
Total debt
|
19,963
|
|
|
Less: Current portion of capital leases
|
18
|
|
|
Total long-term debt
|
$
|
19,945
|
|
|
|
||
Classified on the balance sheet as:
|
|
||
Long-term debt to affiliates
|
$
|
5,600
|
|
Long-term debt
|
14,345
|
|
|
Total long-term debt
|
$
|
19,945
|
|
(in millions)
|
December 31,
2012 |
||
Senior Notes due 2013 (1.772% - 7.099%)
|
$
|
1,273
|
|
Senior Notes due 2014 (2.696% - 3.532%)
|
2,348
|
|
|
Senior Notes due 2015 (2.843%)
|
1,905
|
|
|
Senior Notes due 2016 (2.739%)
|
1,000
|
|
|
Senior Notes thereafter (3.652% - 8.195%)
|
7,956
|
|
|
Unamortized discount and premium, net
|
463
|
|
|
Total debt
|
14,945
|
|
|
Less: Current portion of debt
|
1,290
|
|
|
Long-term debt to affiliates
|
$
|
13,655
|
|
(dollars in millions)
|
Total
|
||
Year Ending December 31,
|
|
||
2014
|
$
|
164
|
|
2015
|
164
|
|
|
2016
|
164
|
|
|
2017
|
164
|
|
|
2018
|
164
|
|
|
Thereafter
|
1,303
|
|
|
|
$
|
2,123
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|||
Outstanding, May 1, 2013
|
16,738,643
|
|
|
$
|
19.66
|
|
|
|
Exercised
|
(9,278,599
|
)
|
|
14.43
|
|
|
|
|
Expired
|
(1,127,024
|
)
|
|
34.73
|
|
|
|
|
Outstanding and exercisable, December 31, 2013
|
6,333,020
|
|
|
$
|
24.64
|
|
|
4.6
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
U.S.
|
$
|
(5
|
)
|
|
$
|
(6,739
|
)
|
|
$
|
(4,961
|
)
|
Foreign
|
56
|
|
|
(247
|
)
|
|
27
|
|
|||
Income (loss) before income taxes
|
$
|
51
|
|
|
$
|
(6,986
|
)
|
|
$
|
(4,934
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Current tax expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
$
|
(10
|
)
|
|
$
|
8
|
|
|
$
|
(15
|
)
|
State
|
6
|
|
|
24
|
|
|
31
|
|
|||
Foreign
|
10
|
|
|
10
|
|
|
1
|
|
|||
Total current tax expense
|
6
|
|
|
42
|
|
|
17
|
|
|||
Deferred tax expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
24
|
|
|
321
|
|
|
(396
|
)
|
|||
State
|
(22
|
)
|
|
(14
|
)
|
|
162
|
|
|||
Foreign
|
8
|
|
|
1
|
|
|
1
|
|
|||
Total deferred tax expense (benefit)
|
10
|
|
|
308
|
|
|
(233
|
)
|
|||
Total income tax expense (benefit)
|
$
|
16
|
|
|
$
|
350
|
|
|
$
|
(216
|
)
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
2.5
|
|
|
2.5
|
|
|
2.5
|
|
Foreign taxes, net of federal benefit
|
28.2
|
|
|
0.7
|
|
|
(0.1
|
)
|
Change in valuation allowance
|
(6.1
|
)
|
|
(0.1
|
)
|
|
(4.4
|
)
|
Impairment charges
|
—
|
|
|
(43.5
|
)
|
|
(28.3
|
)
|
Other state tax items
|
(34.3
|
)
|
|
0.6
|
|
|
(0.4
|
)
|
Permanent differences
|
11.3
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
Other, net
|
(5.2
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
Effective income tax rate
|
31.4
|
%
|
|
(5.0
|
)%
|
|
4.4
|
%
|
(in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Deferred tax assets
|
|
|
|
||||
Loss carryforwards
|
$
|
2,809
|
|
|
$
|
2,210
|
|
Straight line leases
|
885
|
|
|
755
|
|
||
Reserves and accruals
|
362
|
|
|
256
|
|
||
Federal and state tax credits
|
224
|
|
|
206
|
|
||
Debt fair market value adjustment
|
159
|
|
|
—
|
|
||
Other
|
274
|
|
|
160
|
|
||
Deferred tax assets, gross
|
4,713
|
|
|
3,587
|
|
||
Valuation allowance
|
(537
|
)
|
|
(497
|
)
|
||
Deferred tax assets, net
|
4,176
|
|
|
3,090
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Spectrum licenses
|
5,007
|
|
|
3,789
|
|
||
Property and equipment
|
2,550
|
|
|
2,249
|
|
||
Other intangible assets
|
418
|
|
|
(27
|
)
|
||
Other
|
7
|
|
|
42
|
|
||
Total deferred tax liabilities
|
7,982
|
|
|
6,053
|
|
||
Net deferred tax liabilities
|
$
|
3,806
|
|
|
$
|
2,963
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Current deferred tax assets, net
|
$
|
839
|
|
|
$
|
655
|
|
Non-current deferred tax liabilities, net
|
4,645
|
|
|
3,618
|
|
||
Net deferred tax liabilities
|
$
|
3,806
|
|
|
$
|
2,963
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
89
|
|
|
$
|
97
|
|
|
$
|
19
|
|
Gross decreases to tax positions in prior periods
|
(18
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Gross increases to current period tax positions
|
24
|
|
|
2
|
|
|
78
|
|
|||
Gross increase due to current year business combination
|
83
|
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
178
|
|
|
$
|
89
|
|
|
$
|
97
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
Assets
|
|
|
|
||||
Accounts receivable from affiliates
|
$
|
41
|
|
|
$
|
682
|
|
Interest rate swaps
|
—
|
|
|
106
|
|
||
Cross currency interest rate swaps
|
—
|
|
|
144
|
|
||
Liabilities
|
|
|
|
||||
Current payables and short-term debt to affiliates
|
$
|
199
|
|
|
$
|
1,619
|
|
Long-term debt to affiliates
|
5,600
|
|
|
13,655
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Fees incurred for use of the T-Mobile brand
|
$
|
53
|
|
|
$
|
50
|
|
|
$
|
52
|
|
Expenses for telecommunications and IT services
|
102
|
|
|
105
|
|
|
108
|
|
|||
Interest expense to affiliates
|
678
|
|
|
661
|
|
|
670
|
|
|||
Net gain (loss) recorded in other comprehensive income (loss), net of tax
|
(39
|
)
|
|
68
|
|
|
2
|
|
|
Operating Leases
|
||||||
(in millions)
|
Dedicated Transportation Lines
|
|
Other Operating Leases
|
||||
Year Ending December 31,
|
|
|
|
||||
2014
|
$
|
236
|
|
|
$
|
1,963
|
|
2015
|
149
|
|
|
1,926
|
|
||
2016
|
68
|
|
|
1,864
|
|
||
2017
|
34
|
|
|
1,767
|
|
||
2018
|
13
|
|
|
1,589
|
|
||
Thereafter
|
3
|
|
|
5,230
|
|
||
Total
|
$
|
503
|
|
|
$
|
14,339
|
|
|
Purchase Commitments
|
||||||
(in millions)
|
Non-Dedicated Transportation Lines
|
|
Other Purchase Commitments
|
||||
Year Ending December 31,
|
|
|
|
||||
2014
|
$
|
606
|
|
|
$
|
1,168
|
|
2015
|
602
|
|
|
222
|
|
||
2016
|
548
|
|
|
188
|
|
||
2017
|
429
|
|
|
2,070
|
|
||
2018
|
201
|
|
|
8
|
|
||
Thereafter
|
311
|
|
|
—
|
|
||
Total
|
$
|
2,697
|
|
|
$
|
3,656
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Deferred interest at beginning of year
|
$
|
92
|
|
|
$
|
34
|
|
|
$
|
4
|
|
Additions
|
283
|
|
|
125
|
|
|
50
|
|
|||
Interest income
|
(185
|
)
|
|
(72
|
)
|
|
(18
|
)
|
|||
Cancellations and other
|
(42
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|||
Transfer from long-term
|
64
|
|
|
22
|
|
|
1
|
|
|||
Deferred interest at end of year
|
212
|
|
|
92
|
|
|
34
|
|
|||
|
|
|
|
|
|
||||||
Allowances at beginning of year
|
197
|
|
|
313
|
|
|
298
|
|
|||
Bad debt expense
|
463
|
|
|
702
|
|
|
713
|
|
|||
Write-offs, net of recoveries
|
(491
|
)
|
|
(818
|
)
|
|
(698
|
)
|
|||
Allowances at end of year
|
169
|
|
|
197
|
|
|
313
|
|
|||
|
|
|
|
|
|
||||||
Deferred interest and allowances at end of year
|
$
|
381
|
|
|
$
|
289
|
|
|
$
|
347
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Deferred interest at beginning of year
|
$
|
18
|
|
|
$
|
7
|
|
|
$
|
1
|
|
Additions
|
121
|
|
|
35
|
|
|
8
|
|
|||
Cancellations and other
|
(11
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Transfer to current
|
(64
|
)
|
|
(22
|
)
|
|
(1
|
)
|
|||
Deferred interest at end of year
|
$
|
64
|
|
|
$
|
18
|
|
|
$
|
7
|
|
(in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Accounts payable
|
$
|
3,026
|
|
|
$
|
2,161
|
|
Property and other taxes, including payroll
|
534
|
|
|
464
|
|
||
Payroll and related benefits
|
394
|
|
|
351
|
|
||
Interest
|
272
|
|
|
—
|
|
||
Dealer commissions
|
118
|
|
|
138
|
|
||
Toll and interconnect
|
74
|
|
|
49
|
|
||
Advertising
|
42
|
|
|
130
|
|
||
Other
|
107
|
|
|
182
|
|
||
Total accounts payable and accrued liabilities
|
$
|
4,567
|
|
|
$
|
3,475
|
|
(in millions)
|
Cross Currency Interest Rate Swaps
|
|
Foreign Currency Translation
|
|
Available-for-Sale Securities
|
|
Total
|
||||||||
Balance, December 31, 2012
|
$
|
(23
|
)
|
|
$
|
62
|
|
|
$
|
2
|
|
|
$
|
41
|
|
Unrealized gains (losses) arising during the period
|
(10
|
)
|
|
42
|
|
|
1
|
|
|
33
|
|
||||
Reclassification adjustments recognized in net income
|
33
|
|
|
(104
|
)
|
|
—
|
|
|
(71
|
)
|
||||
Net gain (loss) in other comprehensive income (loss)
|
23
|
|
|
(62
|
)
|
|
1
|
|
|
(38
|
)
|
||||
Balance, December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
|
|
|
Amount Reclassified from AOCI to Income
|
||||||||||
AOCI Component
|
|
Location
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cross Currency Interest Rate Swaps
|
|
Interest expense to affiliates
|
|
$
|
(53
|
)
|
|
$
|
(10
|
)
|
|
$
|
(2
|
)
|
|
|
Income tax effect
|
|
20
|
|
|
4
|
|
|
1
|
|
|||
|
|
Net of tax
|
|
$
|
(33
|
)
|
|
$
|
(6
|
)
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation
|
|
Other income, net
|
|
$
|
166
|
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
|
Income tax effect
|
|
(62
|
)
|
|
1
|
|
|
1
|
|
|||
|
|
Net of tax
|
|
$
|
104
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications, net of tax
|
|
|
|
$
|
71
|
|
|
$
|
(7
|
)
|
|
$
|
(2
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions, except shares and per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Basic and Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
35
|
|
|
$
|
(7,336
|
)
|
|
$
|
(4,718
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
672,955,980
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|||
Dilutive effect of outstanding stock options and awards
|
3,929,235
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding - diluted
|
676,885,215
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|||
|
|
|
|
|
|
||||||
Earnings (loss) per share - basic
|
$
|
0.05
|
|
|
$
|
(13.70
|
)
|
|
$
|
(8.81
|
)
|
Earnings (loss) per share - diluted
|
0.05
|
|
|
(13.70
|
)
|
|
(8.81
|
)
|
(in millions)
|
2013 Restructuring Program
|
|
2012 Restructuring Program
|
|
Total Restructuring
|
||||||
Balance, December 31, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Personnel related restructuring costs
|
—
|
|
|
50
|
|
|
50
|
|
|||
Nonpersonnel related restructuring costs
|
—
|
|
|
35
|
|
|
35
|
|
|||
Cash payments
|
—
|
|
|
(53
|
)
|
|
(53
|
)
|
|||
Balance, December 31, 2012
|
—
|
|
|
32
|
|
|
32
|
|
|||
Restructuring costs
|
54
|
|
|
—
|
|
|
54
|
|
|||
Cash payments
|
(54
|
)
|
|
(10
|
)
|
|
(64
|
)
|
|||
Balance, December 31, 2013
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
22
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Interest and income tax payments:
|
|
|
|
|
|
||||||
Interest payments
|
$
|
1,156
|
|
|
$
|
845
|
|
|
$
|
835
|
|
Income tax payments (refunds), net
|
20
|
|
|
42
|
|
|
16
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Increase (decrease) in accounts payable for purchases of property and equipment
|
6
|
|
|
465
|
|
|
(294
|
)
|
|||
Short-term debt outstanding for financing of property and equipment purchases
|
226
|
|
|
—
|
|
|
—
|
|
|||
Relinquishment of accounts receivable from affiliates in satisfaction of long-term debt to affiliates
|
—
|
|
|
644
|
|
|
500
|
|
|||
Noncash portion of spectrum license transactions
|
8
|
|
|
1,633
|
|
|
50
|
|
|||
Retirement of long-term debt to affiliates
|
14,450
|
|
|
—
|
|
|
—
|
|
|||
Elimination of net unamortized discounts and premiums on long-term debt to affiliates
|
434
|
|
|
—
|
|
|
—
|
|
|||
Issuance of new long-term debt to affiliates
|
11,200
|
|
|
—
|
|
|
—
|
|
|||
Settlement of accounts receivable from affiliates and other outstanding balances
|
363
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit from debt recapitalization
|
178
|
|
|
—
|
|
|
—
|
|
|||
Net assets acquired in MetroPCS business combination, excluding cash acquired
|
827
|
|
|
—
|
|
|
—
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
2,960
|
|
|
$
|
2,698
|
|
|
$
|
57
|
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
5,891
|
|
Accounts receivable, net of allowances
|
—
|
|
|
—
|
|
|
3,541
|
|
|
78
|
|
|
—
|
|
|
3,619
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||||
Inventory
|
—
|
|
|
—
|
|
|
586
|
|
|
—
|
|
|
—
|
|
|
586
|
|
||||||
Current portion of deferred tax assets, net
|
—
|
|
|
—
|
|
|
824
|
|
|
15
|
|
|
—
|
|
|
839
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
1,250
|
|
|
2
|
|
|
—
|
|
|
1,252
|
|
||||||
Total current assets
|
2,960
|
|
|
2,698
|
|
|
6,299
|
|
|
271
|
|
|
—
|
|
|
12,228
|
|
||||||
Property and equipment, net of accumulated depreciation
|
—
|
|
|
—
|
|
|
14,754
|
|
|
595
|
|
|
—
|
|
|
15,349
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
18,122
|
|
|
—
|
|
|
—
|
|
|
18,122
|
|
||||||
Other intangible assets, net of accumulated amortization
|
—
|
|
|
—
|
|
|
1,204
|
|
|
—
|
|
|
—
|
|
|
1,204
|
|
||||||
Investments in subsidiaries, net
|
11,484
|
|
|
29,123
|
|
|
—
|
|
|
—
|
|
|
(40,607
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
418
|
|
|
—
|
|
|
(418
|
)
|
|
—
|
|
||||||
Other assets
|
2
|
|
|
24
|
|
|
1,292
|
|
|
93
|
|
|
(44
|
)
|
|
1,367
|
|
||||||
Total assets
|
$
|
14,446
|
|
|
$
|
31,845
|
|
|
$
|
43,772
|
|
|
$
|
959
|
|
|
$
|
(41,069
|
)
|
|
$
|
49,953
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
273
|
|
|
$
|
4,218
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
4,567
|
|
Current payables and short-term debt to affiliates
|
—
|
|
|
56
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
199
|
|
||||||
Short-term debt
|
—
|
|
|
226
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
244
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|
445
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
313
|
|
|
40
|
|
|
—
|
|
|
353
|
|
||||||
Total current liabilities
|
—
|
|
|
555
|
|
|
5,137
|
|
|
116
|
|
|
—
|
|
|
5,808
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Long-term debt
|
—
|
|
|
14,010
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
14,345
|
|
||||||
Long-term financial obligation
|
—
|
|
|
—
|
|
|
365
|
|
|
2,131
|
|
|
—
|
|
|
2,496
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,689
|
|
|
—
|
|
|
(44
|
)
|
|
4,645
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
2,113
|
|
|
—
|
|
|
—
|
|
|
2,113
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
779
|
|
|
—
|
|
|
(779
|
)
|
|
—
|
|
||||||
Intercompany payables
|
201
|
|
|
183
|
|
|
—
|
|
|
34
|
|
|
(418
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
13
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
701
|
|
||||||
Total long-term liabilities
|
201
|
|
|
19,806
|
|
|
8,969
|
|
|
2,165
|
|
|
(1,241
|
)
|
|
29,900
|
|
||||||
Total stockholders' equity
|
14,245
|
|
|
11,484
|
|
|
29,666
|
|
|
(1,322
|
)
|
|
(39,828
|
)
|
|
14,245
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
14,446
|
|
|
$
|
31,845
|
|
|
$
|
43,772
|
|
|
$
|
959
|
|
|
$
|
(41,069
|
)
|
|
$
|
49,953
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
394
|
|
Accounts receivable, net of allowances
|
—
|
|
|
—
|
|
|
2,607
|
|
|
71
|
|
|
—
|
|
|
2,678
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
682
|
|
|
—
|
|
|
—
|
|
|
682
|
|
||||||
Inventory
|
—
|
|
|
—
|
|
|
457
|
|
|
—
|
|
|
—
|
|
|
457
|
|
||||||
Current portion of deferred tax assets, net
|
—
|
|
|
—
|
|
|
640
|
|
|
15
|
|
|
—
|
|
|
655
|
|
||||||
Other current assets
|
—
|
|
|
106
|
|
|
565
|
|
|
4
|
|
|
—
|
|
|
675
|
|
||||||
Total current assets
|
—
|
|
|
106
|
|
|
5,238
|
|
|
197
|
|
|
—
|
|
|
5,541
|
|
||||||
Property and equipment, net of accumulated depreciation
|
—
|
|
|
—
|
|
|
12,129
|
|
|
678
|
|
|
—
|
|
|
12,807
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
14,330
|
|
|
220
|
|
|
—
|
|
|
14,550
|
|
||||||
Other intangible assets, net of accumulated amortization
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
||||||
Investments in subsidiaries, net
|
—
|
|
|
24,823
|
|
|
—
|
|
|
—
|
|
|
(24,823
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
3,760
|
|
|
71
|
|
|
(3,831
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
166
|
|
|
427
|
|
|
52
|
|
|
—
|
|
|
645
|
|
||||||
Total assets
|
$
|
—
|
|
|
$
|
25,095
|
|
|
$
|
35,963
|
|
|
$
|
1,218
|
|
|
$
|
(28,654
|
)
|
|
$
|
33,622
|
|
Liabilities and Stockholder’s Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,382
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
3,475
|
|
Current payables and short-term debt to affiliates
|
—
|
|
|
1,494
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
1,619
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
290
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
168
|
|
|
40
|
|
|
—
|
|
|
208
|
|
||||||
Total current liabilities
|
—
|
|
|
1,494
|
|
|
3,965
|
|
|
133
|
|
|
—
|
|
|
5,592
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
13,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,655
|
|
||||||
Long-term financial obligation
|
—
|
|
|
—
|
|
|
360
|
|
|
2,101
|
|
|
—
|
|
|
2,461
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
3,603
|
|
|
15
|
|
|
—
|
|
|
3,618
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
1,884
|
|
|
—
|
|
|
—
|
|
|
1,884
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
489
|
|
|
—
|
|
|
(489
|
)
|
|
—
|
|
||||||
Intercompany payables
|
—
|
|
|
3,831
|
|
|
—
|
|
|
—
|
|
|
(3,831
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||||
Total long-term liabilities
|
—
|
|
|
17,486
|
|
|
6,633
|
|
|
2,116
|
|
|
(4,320
|
)
|
|
21,915
|
|
||||||
Total stockholder’s equity
|
—
|
|
|
6,115
|
|
|
25,365
|
|
|
(1,031
|
)
|
|
(24,334
|
)
|
|
6,115
|
|
||||||
Total liabilities and stockholder’s equity
|
$
|
—
|
|
|
$
|
25,095
|
|
|
$
|
35,963
|
|
|
$
|
1,218
|
|
|
$
|
(28,654
|
)
|
|
$
|
33,622
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,396
|
|
|
$
|
823
|
|
|
$
|
(151
|
)
|
|
$
|
19,068
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
5,728
|
|
|
—
|
|
|
(695
|
)
|
|
5,033
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
251
|
|
|
142
|
|
|
(74
|
)
|
|
319
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
24,375
|
|
|
965
|
|
|
(920
|
)
|
|
24,420
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
—
|
|
|
—
|
|
|
5,302
|
|
|
50
|
|
|
(73
|
)
|
|
5,279
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
7,180
|
|
|
552
|
|
|
(756
|
)
|
|
6,976
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
7,283
|
|
|
190
|
|
|
(91
|
)
|
|
7,382
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3,545
|
|
|
82
|
|
|
—
|
|
|
3,627
|
|
||||||
MetroPCS transaction and integration costs
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||||
Restructuring costs
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
23,470
|
|
|
874
|
|
|
(920
|
)
|
|
23,424
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
905
|
|
|
91
|
|
|
—
|
|
|
996
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(678
|
)
|
||||||
Interest expense
|
—
|
|
|
(317
|
)
|
|
(55
|
)
|
|
(173
|
)
|
|
—
|
|
|
(545
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
||||||
Other income (expense), net
|
—
|
|
|
94
|
|
|
(6
|
)
|
|
1
|
|
|
—
|
|
|
89
|
|
||||||
Total other income (expense), net
|
—
|
|
|
(901
|
)
|
|
128
|
|
|
(172
|
)
|
|
—
|
|
|
(945
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(901
|
)
|
|
1,033
|
|
|
(81
|
)
|
|
—
|
|
|
51
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
45
|
|
|
(29
|
)
|
|
—
|
|
|
16
|
|
||||||
Earnings (loss) of subsidiaries
|
(104
|
)
|
|
936
|
|
|
(54
|
)
|
|
—
|
|
|
(778
|
)
|
|
—
|
|
||||||
Net income (loss)
|
(104
|
)
|
|
35
|
|
|
934
|
|
|
(52
|
)
|
|
(778
|
)
|
|
35
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
(38
|
)
|
|
24
|
|
|
—
|
|
|
(24
|
)
|
|
(38
|
)
|
||||||
Total comprehensive income (loss)
|
$
|
(104
|
)
|
|
$
|
(3
|
)
|
|
$
|
958
|
|
|
$
|
(52
|
)
|
|
$
|
(802
|
)
|
|
$
|
(3
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,610
|
|
|
$
|
712
|
|
|
$
|
(109
|
)
|
|
$
|
17,213
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
2,783
|
|
|
—
|
|
|
(541
|
)
|
|
2,242
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
319
|
|
|
83
|
|
|
(138
|
)
|
|
264
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
19,712
|
|
|
795
|
|
|
(788
|
)
|
|
19,719
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
—
|
|
|
—
|
|
|
4,730
|
|
|
69
|
|
|
(138
|
)
|
|
4,661
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
3,594
|
|
|
449
|
|
|
(606
|
)
|
|
3,437
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
6,689
|
|
|
151
|
|
|
(44
|
)
|
|
6,796
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3,180
|
|
|
7
|
|
|
—
|
|
|
3,187
|
|
||||||
MetroPCS transaction and integration costs
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
8,134
|
|
|
—
|
|
|
—
|
|
|
8,134
|
|
||||||
Restructuring costs
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
26,228
|
|
|
676
|
|
|
(788
|
)
|
|
26,116
|
|
||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(6,516
|
)
|
|
119
|
|
|
—
|
|
|
(6,397
|
)
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(661
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||
Other income (expense), net
|
—
|
|
|
38
|
|
|
(36
|
)
|
|
(7
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(623
|
)
|
|
41
|
|
|
(7
|
)
|
|
—
|
|
|
(589
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(623
|
)
|
|
(6,475
|
)
|
|
112
|
|
|
—
|
|
|
(6,986
|
)
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
310
|
|
|
40
|
|
|
—
|
|
|
350
|
|
||||||
Loss of subsidiaries
|
—
|
|
|
(6,713
|
)
|
|
—
|
|
|
—
|
|
|
6,713
|
|
|
—
|
|
||||||
Net income (loss)
|
—
|
|
|
(7,336
|
)
|
|
(6,785
|
)
|
|
72
|
|
|
6,713
|
|
|
(7,336
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
69
|
|
|
(41
|
)
|
|
—
|
|
|
41
|
|
|
69
|
|
||||||
Total comprehensive income (loss)
|
$
|
—
|
|
|
$
|
(7,267
|
)
|
|
$
|
(6,826
|
)
|
|
$
|
72
|
|
|
$
|
6,754
|
|
|
$
|
(7,267
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,958
|
|
|
$
|
635
|
|
|
$
|
(112
|
)
|
|
$
|
18,481
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
2,401
|
|
|
—
|
|
|
(500
|
)
|
|
1,901
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
312
|
|
|
76
|
|
|
(152
|
)
|
|
236
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
20,671
|
|
|
711
|
|
|
(764
|
)
|
|
20,618
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
—
|
|
|
—
|
|
|
5,028
|
|
|
76
|
|
|
(152
|
)
|
|
4,952
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
3,824
|
|
|
389
|
|
|
(567
|
)
|
|
3,646
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
6,623
|
|
|
150
|
|
|
(45
|
)
|
|
6,728
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
2,982
|
|
|
—
|
|
|
—
|
|
|
2,982
|
|
||||||
Impairment Charges
|
—
|
|
|
—
|
|
|
6,388
|
|
|
32
|
|
|
—
|
|
|
6,420
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
185
|
|
|
(16
|
)
|
|
—
|
|
|
169
|
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
25,030
|
|
|
631
|
|
|
(764
|
)
|
|
24,897
|
|
||||||
Operating income (loss)
|
—
|
|
|
—
|
|
|
(4,359
|
)
|
|
80
|
|
|
—
|
|
|
(4,279
|
)
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(662
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||
Other income (expense), net
|
—
|
|
|
(16
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(678
|
)
|
|
23
|
|
|
—
|
|
|
—
|
|
|
(655
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(678
|
)
|
|
(4,336
|
)
|
|
80
|
|
|
—
|
|
|
(4,934
|
)
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
(249
|
)
|
|
33
|
|
|
—
|
|
|
(216
|
)
|
||||||
Loss of subsidiaries
|
—
|
|
|
(4,040
|
)
|
|
(19
|
)
|
|
—
|
|
|
4,059
|
|
|
—
|
|
||||||
Net income (loss)
|
—
|
|
|
(4,718
|
)
|
|
(4,106
|
)
|
|
47
|
|
|
4,059
|
|
|
(4,718
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
11
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
11
|
|
||||||
Total comprehensive income (loss)
|
$
|
—
|
|
|
$
|
(4,707
|
)
|
|
$
|
(4,104
|
)
|
|
$
|
47
|
|
|
$
|
4,057
|
|
|
$
|
(4,707
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
299
|
|
|
$
|
(1,203
|
)
|
|
$
|
4,380
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
3,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(4,025
|
)
|
|
—
|
|
|
—
|
|
|
(4,025
|
)
|
||||||
Purchases of intangible assets
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
||||||
Short term affiliate loan receivable, net
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
Proceeds from disposals of property and equipment and intangible assets
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Cash and cash equivalents acquired in MetroPCS business combination
|
737
|
|
|
1,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,144
|
|
||||||
Change in restricted cash equivalents
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||||
Investments in unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Net cash provided by (used in) investing activities
|
737
|
|
|
1,407
|
|
|
(4,236
|
)
|
|
—
|
|
|
—
|
|
|
(2,092
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
||||||
Proceeds from issuance of common stock in connection with public offering
|
1,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,787
|
|
||||||
Repayments of short-term debt for purchases of property and equipment
|
—
|
|
|
—
|
|
|
(244
|
)
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
||||||
Repayments related to a variable interest entity
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||||
Distribution to affiliate as a result of debt recapitalization
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Proceeds from exercise of stock options
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Net cash provided by (used in) financing activities
|
1,924
|
|
|
2,494
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
4,044
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
2,960
|
|
|
2,698
|
|
|
(230
|
)
|
|
69
|
|
|
—
|
|
|
5,497
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
—
|
|
|
—
|
|
|
287
|
|
|
107
|
|
|
—
|
|
|
394
|
|
||||||
End of period
|
$
|
2,960
|
|
|
$
|
2,698
|
|
|
$
|
57
|
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
5,891
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
3,872
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
3,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(2,901
|
)
|
|
—
|
|
|
—
|
|
|
(2,901
|
)
|
||||||
Purchases of intangible assets
|
—
|
|
|
—
|
|
|
(387
|
)
|
|
—
|
|
|
—
|
|
|
(387
|
)
|
||||||
Short term affiliate loan receivable, net
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
||||||
Proceeds from disposals of property and equipment and intangible assets
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||||
Payments to acquire financial assets, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Investments in unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(3,915
|
)
|
|
—
|
|
|
—
|
|
|
(3,915
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from financial obligation
|
—
|
|
|
2,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,469
|
|
||||||
Repayments of financial obligation
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||
Equity distribution to stockholder
|
—
|
|
|
(2,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,403
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
66
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
56
|
|
|
—
|
|
|
4
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
—
|
|
|
—
|
|
|
339
|
|
|
51
|
|
|
—
|
|
|
390
|
|
||||||
End of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
394
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,960
|
|
|
$
|
91
|
|
|
$
|
(71
|
)
|
|
$
|
4,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(2,729
|
)
|
|
—
|
|
|
—
|
|
|
(2,729
|
)
|
||||||
Purchases of intangible assets
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||||
Short term affiliate loan receivable, net
|
—
|
|
|
—
|
|
|
(2,005
|
)
|
|
—
|
|
|
—
|
|
|
(2,005
|
)
|
||||||
Proceeds from disposals of property and equipment and intangible assets
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Payments to acquire financial assets, net
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||
Investments in unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(4,699
|
)
|
|
—
|
|
|
—
|
|
|
(4,699
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
71
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
71
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
261
|
|
|
20
|
|
|
—
|
|
|
281
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
—
|
|
|
—
|
|
|
78
|
|
|
31
|
|
|
—
|
|
|
109
|
|
||||||
End of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
339
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
390
|
|
(in millions, except share and per share amounts)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
4,677
|
|
|
$
|
6,228
|
|
|
$
|
6,688
|
|
|
$
|
6,827
|
|
|
$
|
24,420
|
|
Operating income
|
379
|
|
|
181
|
|
|
297
|
|
|
139
|
|
|
996
|
|
|||||
Net income (loss)
|
107
|
|
|
(16
|
)
|
|
(36
|
)
|
|
(20
|
)
|
|
35
|
|
|||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.20
|
|
|
(0.02
|
)
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
0.05
|
|
|||||
Diluted
|
0.20
|
|
|
(0.02
|
)
|
|
(0.05
|
)
|
|
(0.03
|
)
|
|
0.05
|
|
|||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
535,286,077
|
|
|
664,603,682
|
|
|
726,877,458
|
|
|
761,964,720
|
|
|
672,955,980
|
|
|||||
Diluted
|
535,286,077
|
|
|
664,603,682
|
|
|
726,877,458
|
|
|
761,964,720
|
|
|
676,885,215
|
|
|||||
Net income (loss) includes:
|
|
|
|
|
|
|
|
|
|
||||||||||
MetroPCS transaction and integration costs
|
13
|
|
|
26
|
|
|
12
|
|
|
57
|
|
|
108
|
|
|||||
Restructuring costs
|
31
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
5,034
|
|
|
4,883
|
|
|
4,893
|
|
|
4,909
|
|
|
19,719
|
|
|||||
Operating income (loss)
|
$
|
497
|
|
|
$
|
452
|
|
|
$
|
(7,593
|
)
|
|
$
|
247
|
|
|
$
|
(6,397
|
)
|
Net income (loss)
|
200
|
|
|
207
|
|
|
(7,735
|
)
|
|
(8
|
)
|
|
(7,336
|
)
|
|||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.37
|
|
|
0.39
|
|
|
(14.45
|
)
|
|
(0.01
|
)
|
|
(13.70
|
)
|
|||||
Diluted
|
0.37
|
|
|
0.39
|
|
|
(14.45
|
)
|
|
(0.01
|
)
|
|
(13.70
|
)
|
|||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
535,286,077
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|||||
Diluted
|
535,286,077
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|
535,286,077
|
|
|||||
Net income (loss) includes:
|
|
|
|
|
|
|
|
|
|
||||||||||
MetroPCS transaction and integration costs
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Impairment charges
|
—
|
|
|
—
|
|
|
8,134
|
|
|
—
|
|
|
8,134
|
|
|||||
Restructuring costs
|
6
|
|
|
48
|
|
|
36
|
|
|
(5
|
)
|
|
85
|
|
|
|
T-MOBILE US, INC.
|
|
|
|
February 25, 2014
|
|
/s/ John J. Legere
|
|
|
John J. Legere
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ John J. Legere
|
|
President and Chief Executive Officer and
|
John J. Legere
|
|
Director (Principal Executive Officer)
|
|
|
|
/s/ J. Braxton Carter
|
|
Executive Vice President and Chief Financial Officer
|
J. Braxton Carter
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Michael J. Morgan
|
|
Senior Vice President, Finance and Chief Accounting
|
Michael J. Morgan
|
|
Officer (Principal Accounting Officer)
|
|
|
|
/s/ Timotheus Höttges
|
|
Chairman of the Board
|
Timotheus Höttges
|
|
|
|
|
|
/s/ W. Michael Barnes
|
|
Director
|
W. Michael Barnes
|
|
|
|
|
|
/s/ Thomas Dannenfeldt
|
|
Director
|
Thomas Dannenfeldt
|
|
|
|
|
|
/s/ Srikant Datar
|
|
Director
|
Srikant Datar
|
|
|
|
|
|
/s/ Lawrence H. Guffey
|
|
Director
|
Lawrence H. Guffey
|
|
|
|
|
|
/s/ Raphael Kübler
|
|
Director
|
Raphael Kübler
|
|
|
|
|
|
/s/ Thorsten Langheim
|
|
Director
|
Thorsten Langheim
|
|
|
|
|
|
/s/ James N. Perry, Jr.
|
|
Director
|
James N. Perry, Jr.
|
|
|
|
|
|
/s/ Teresa A. Taylor
|
|
Director
|
Teresa A. Taylor
|
|
|
|
|
|
/s/ Kelvin R. Westbrook
|
|
Director
|
Kelvin R. Westbrook
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
2.1
|
|
Business Combination Agreement, dated as of October 3, 2012, by and among MetroPCS Communications, Inc., Deutsche Telekom AG, T-Mobile Zwischenholding GMBH, T-Mobile Global Holding GMBH and T-Mobile USA, Inc.
|
|
8-K
|
|
10/3/2012
|
|
2.1
|
|
|
2.2
|
|
Consent Solicitation Letter Agreement, dated December 5, 2012, by and among MetroPCS Communications, Inc. and Deutsche Telekom AG, amending Exhibit G to the Business Combination Agreement.
|
|
8-K
|
|
12/7/2012
|
|
2.1
|
|
|
2.3
|
|
Amendment No. 1 to the Business Combination Agreement by and among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated April 14, 2013.
|
|
8-K
|
|
4/15/2013
|
|
2.1
|
|
|
3.1
|
|
Fourth Amended and Restated Certificate of Incorporation.
|
|
8-K
|
|
5/2/2013
|
|
3.1
|
|
|
3.2
|
|
Fifth Amended and Restated Bylaws.
|
|
8-K
|
|
5/2/2013
|
|
3.2
|
|
|
4.1
|
|
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.
|
|
8-K
|
|
3/30/2007
|
|
4.1
|
|
|
4.2
|
|
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.
|
|
8-K
|
|
10/3/2012
|
|
4.1
|
|
|
4.3
|
|
Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., a trustee.
|
|
8-K
|
|
9/21/2010
|
|
4.1
|
|
|
4.4
|
|
First Supplemental Indenture, dated September 21, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
9/21/2010
|
|
4.2
|
|
|
4.5
|
|
Second Supplemental Indenture, dated November 17, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
11/17/2010
|
|
4.1
|
|
|
4.6
|
|
Third Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
10-K
|
|
3/1/2011
|
|
10.19(d)
|
|
|
4.7
|
|
Fourth Supplemental Indenture, dated December 23, 2010, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
10-K
|
|
3/1/2011
|
|
10.19(e)
|
|
|
4.8
|
|
Fifth Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
12/17/2012
|
|
4.1
|
|
|
4.9
|
|
Sixth Supplemental Indenture, dated as of December 14, 2012, among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
12/17/2012
|
|
4.2
|
|
|
4.10
|
|
Seventh Supplemental Indenture, dated as of May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.15
|
|
|
4.11
|
|
Eighth Supplemental Indenture, dated as of July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.19
|
|
|
4.12
|
|
Indenture, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
3/22/2013
|
|
4.1
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
4.13
|
|
First Supplemental Indenture, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
3/22/2013
|
|
4.2
|
|
|
4.14
|
|
Form of 6.250% Senior Notes due 2021.
|
|
8-K
|
|
3/22/2013
|
|
4.3
|
|
|
4.15
|
|
Second Supplemental Indenture, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
3/22/2013
|
|
4.4
|
|
|
4.16
|
|
Form of 6.625% Senior Notes due 2023.
|
|
8-K
|
|
3/22/2013
|
|
4.5
|
|
|
4.17
|
|
Third Supplemental Indenture, dated as of April 29, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.17
|
|
|
4.18
|
|
Fourth Supplemental Indenture, dated as of May 1, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.16
|
|
|
4.19
|
|
Fifth Supplemental Indenture, dated as of July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.20
|
|
|
4.20
|
|
Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.1
|
|
|
4.21
|
|
First Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.2
|
|
|
4.22
|
|
Second Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.3
|
|
|
4.23
|
|
Third Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.4
|
|
|
4.24
|
|
Fourth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.5
|
|
|
4.25
|
|
Fifth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.6
|
|
|
4.26
|
|
Sixth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.7
|
|
|
4.27
|
|
Seventh Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.8
|
|
|
4.28
|
|
Eighth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.9
|
|
|
4.29
|
|
Ninth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.10
|
|
|
4.30
|
|
Tenth Supplemental Indenture, dated as of April 28, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.11
|
|
|
4.31
|
|
Eleventh Supplemental Indenture, dated as of May 1, 2013 among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
8-K
|
|
5/2/2013
|
|
4.12
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
4.32
|
|
Twelfth Supplemental Indenture, dated as of July 15, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
10-Q
|
|
8/8/2013
|
|
4.18
|
|
|
4.33
|
|
Thirteenth Supplemental Indenture, dated as of August 21, 2013, by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 5.250% Senior Note due 2018.
|
|
8-K
|
|
8/22/2013
|
|
4.1
|
|
|
4.34
|
|
Fourteenth Supplemental Indenture, dated as of November 21, 2013, by and among T-Mobile USA, Inc., the Guarantors and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.125% Senior Note due 2022.
|
|
8-K
|
|
11/22/2013
|
|
4.1
|
|
|
4.35
|
|
Fifteenth Supplemental Indenture, dated as of November 21, 2013, by and among T-Mobile USA, Inc., the Guarantors and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.500% Senior Note due 2024.
|
|
8-K
|
|
11/22/2013
|
|
4.2
|
|
|
4.36
|
|
Noteholder Agreement dated as of April 28, 2013, by and between Deutsche Telekom AG and T-Mobile USA, Inc.
|
|
8-K
|
|
5/2/2013
|
|
4.13
|
|
|
10.1
|
|
Master Agreement, dated as of September 28, 2012, among T-Mobile USA, Inc., Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries.
|
|
10-Q
|
|
8/8/2013
|
|
10.1
|
|
|
10.2
|
|
Amendment No. 1, to Master Agreement, dated as of November 30, 2012, among Crown Castle International Corp., and certain T-Mobile and Crown subsidiaries.
|
|
10-Q
|
|
8/8/2013
|
|
10.2
|
|
|
10.3
|
|
Master Prepaid Lease, dated as of November 30, 2012, by and among T-Mobile USA Tower LLC, T-Mobile West Tower LLC, T-Mobile USA, Inc. and CCTMO LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.3
|
|
|
10.4
|
|
MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.4
|
|
|
10.5
|
|
First Amendment to MPL Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc. and CCTMO LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.5
|
|
|
10.6
|
|
Sale Site Master Lease Agreement, dated as of November 30, 2012, by and among Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.6
|
|
|
10.7
|
|
First Amendment to Sale Site Master Lease Agreement, dated as of November 30, 2012, by and Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Operating Company, L.L.C., T-Mobile USA, Inc., T3 Tower 1 LLC and T3 Tower 2 LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.7
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
10.8
|
|
Management Agreement, dated as of November 30, 2012, by and among Suncom Wireless Operating Company, L.L.C., Cook Inlet/VS GSM IV PCS Holdings, LLC, T-Mobile Central LLC, T-Mobile South LLC, Powertel/Memphis, Inc., Voicestream Pittsburgh, L.P., T-Mobile West LLC, T-Mobile Northeast LLC, Wireless Alliance, LLC, Suncom Wireless Property Company, L.L.C., T-Mobile USA Tower LLC, T-Mobile West Tower LLC, CCTMO LLC, T3 Tower 1 LLC and T3 Tower 2 LLC.
|
|
10-Q
|
|
8/8/2013
|
|
10.8
|
|
|
10.9
|
|
Stockholder’s Agreement dated as of April 30, 2013 by and between MetroPCS Communications, Inc. and Deutsche Telekom AG.
|
|
8-K
|
|
5/2/2013
|
|
10.1
|
|
|
10.10
|
|
Waiver of Required Approval Under Section 3.6(a) of the Stockholder's Agreement, dated August 7, 2013, between T-Mobile US, Inc. and Deutsche Telekom AG.
|
|
10-Q
|
|
8/8/2013
|
|
10.10
|
|
|
10.11
|
|
License Agreement dated as of April 30, 2013 by and between T-Mobile US, Inc. and Deutsche Telekom AG.
|
|
8-K
|
|
5/2/2013
|
|
10.2
|
|
|
10.12
|
|
Credit Agreement, dated as of May 1, 2013, among T-Mobile USA, Inc., as Borrower, Deutsche Telekom AG, as Lender, the other lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
5/2/2013
|
|
4.14
|
|
|
10.13
|
|
Amendment No. 1, dated as of November 15, 2013, to the Credit Agreement, dated May 1, 2013, among T-Mobile US, Inc., T-Mobile USA, Inc., each of the Subsidiaries signatory thereto, Deutsche Telekom AG and the other lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
11/20/2013
|
|
10.1
|
|
|
10.14
|
|
Registration Rights Agreement, dated as of March 19, 2013, by and among MetroPCS Wireless, Inc., the Initial Guarantors (as defined therein), and Deutsche Bank Securities, as representative of the Initial Purchasers (as defined therein).
|
|
8-K
|
|
3/22/2013
|
|
10.1
|
|
|
10.15
|
|
Registration Rights Agreement, dated as of August 21, 2013, by and among T-Mobile USA, Inc., the Guarantors (as defined therein), and Deutsche Bank Securities Inc., as Initial Purchaser (as defined therein).
|
|
8-K
|
|
8/21/2013
|
|
10.1
|
|
|
10.16*
|
|
Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
|
|
S-1
|
|
1/4/2007
|
|
10.1(d)
|
|
|
10.17*
|
|
First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
|
|
S-1
|
|
1/4/2007
|
|
10.1(e)
|
|
|
10.18*
|
|
Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
|
|
S-1
|
|
1/4/2007
|
|
10.1(f)
|
|
|
10.19*
|
|
Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan.
|
|
S-1/A
|
|
2/27/2007
|
|
10.1(a)
|
|
|
10.20*
|
|
MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan.
|
|
Schedule 14A
|
|
4/19/2010
|
|
Annex A
|
|
|
10.21*
|
|
Form of Officer and Director Indemnification Agreement for MetroPCS Communications, Inc.
|
|
S-1/A
|
|
2/27/2007
|
|
10.4
|
|
|
10.22*
|
|
Form of Officer Annual Cash Performance Award Agreement for MetroPCS Communications, Inc.
|
|
10-Q
|
|
10/30/2012
|
|
10.4
|
|
|
10.23*
|
|
MetroPCS Communications, Inc. Severance Pay Plan.
|
|
8-K
|
|
5/31/2012
|
|
10.1
|
|
|
10.24*
|
|
Form Change in Control Agreement for MetroPCS Communications, Inc.
|
|
10-Q
|
|
8/9/2010
|
|
10.2
|
|
|
10.25*
|
|
Form Change in Control Agreement Amendment for MetroPCS Communications, Inc.
|
|
10-Q
|
|
10/30/2012
|
|
10.1
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
10.26*
|
|
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-K
|
|
3/1/2013
|
|
10.9(a)
|
|
|
10.27*
|
|
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-K
|
|
3/1/2013
|
|
10.9(b)
|
|
|
10.28*
|
|
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.
|
|
10-Q
|
|
8/9/2010
|
|
10.5
|
|
|
10.29*
|
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Employee Non-Qualified Stock Option Award Agreement.
|
|
10-K
|
|
2/29/2012
|
|
10.12
|
|
|
10.30*
|
|
Form MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan Non-Employee Director Non-Qualified Stock Option Award Agreement.
|
|
10-K
|
|
3/1/2013
|
|
10.12(b)
|
|
|
10.31*
|
|
Employment Agreement of J. Braxton Carter dated as of January 25, 2013.
|
|
8-K
|
|
5/2/2013
|
|
10.3
|
|
|
10.32*
|
|
Employment Agreement of Thomas C. Keys dated as of January 25, 2013.
|
|
8-K
|
|
5/2/2013
|
|
10.4
|
|
|
10.33*
|
|
Employment Agreement of Dennis T. Currier dated as of April 30, 2013.
|
|
8-K
|
|
5/2/2013
|
|
10.5
|
|
|
10.34*
|
|
Employment Agreement of John J. Legere dated as of September 22, 2012.
|
|
10-Q
|
|
8/8/2013
|
|
10.17
|
|
|
10.35*
|
|
Amendment to Employment Agreement of John J. Legere dated as of October 23, 2013.
|
|
|
|
|
|
|
|
X
|
10.36*
|
|
Form of Indemnification Agreement.
|
|
8-K
|
|
5/2/2013
|
|
10.6
|
|
|
10.37*
|
|
Company’s Director Compensation Program dated as of May 1, 2013.
|
|
8-K
|
|
5/2/2013
|
|
10.7
|
|
|
10.38*
|
|
T-Mobile USA, Inc. Executive Deferred Compensation Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.18
|
|
|
10.39*
|
|
T-Mobile US, Inc. Non-Qualified Deferred Executive Compensation Plan (As Amended and Restated Effective as of January 1, 2014).
|
|
|
|
|
|
|
|
X
|
10.40*
|
|
T-Mobile USA, Inc. 2003 Executive Continuity Bonus Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.19
|
|
|
10.41*
|
|
T-Mobile US, Inc. Executive Continuity Plan as Amended and Restated Effective as of January 1, 2014.
|
|
8-K
|
|
10/25/2013
|
|
10.1
|
|
|
10.42*
|
|
T-Mobile US, Inc. 2013 Omnibus Incentive Plan (as amended and restated on August 7, 2013).
|
|
10-Q
|
|
8/8/2013
|
|
10.20
|
|
|
10.43*
|
|
T-Mobile USA, Inc. 2011 Long-Term Incentive Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.21
|
|
|
10.44*
|
|
T-Mobile USA, Inc. 2013 Annual Corporate Bonus Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.22
|
|
|
10.45*
|
|
Annual Incentive Award Notice under the 2013 Omnibus Incentive Plan.
|
|
|
|
|
|
|
|
X
|
10.46*
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
8-K
|
|
6/4/2013
|
|
10.2
|
|
|
10.47*
|
|
Form of Restricted Stock Unit Award Agreement (Time-Vesting) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.24
|
|
|
10.48*
|
|
Form of Restricted Stock Unit Award Agreement (Performance-Vesting) for Executive Officers under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
|
|
10-Q
|
|
8/8/2013
|
|
10.25
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
|
|
X
|
21.1
|
|
Subsidiaries of Registration.
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney, pursuant to which amendments to this Form 10-K may be filed (included on the signature page contained in Part IV of the Form 10-K).
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
32.1**
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
1.
|
References to “Company"
|
2.
|
Amendments Related to Pro Rata Annual Performance Bonus
|
(a)
|
Paragraph 5(b)(iv) of the Employment Agreement is amended effective as of the date hereof to read as follows:
|
“(iv)
|
A pro rata annual performance bonus under paragraph 3(b) above for the fiscal year of the Company in which the Termination Date occurs, based on the number of days in the fiscal year through the Termination Date divided by 365 and (A) for any annual performance bonus for 2013, assuming target performance and (B) for any annual performance bonus for 2014 or later, based on actual performance results for the fiscal year; plus”
|
(b)
|
The final sentence of paragraph 5(b) of the Employment Agreement is amended effective as of the date hereof to read as follows:
|
(c)
|
Paragraph 5(c)(iv) of the Employment Agreement is amended effective as of the date hereof to read as follows:
|
“(iv)
|
A pro rata annual performance bonus under paragraph 3(b) above for the fiscal year of the Company in which the Termination Date occurs, based on the number of days in the fiscal year through the Termination Date divided by 365 and assuming target performance;
provided
,
however
, that for any annual performance bonus for 2014 or later, if the Termination Date
|
(d)
|
The next to last sentence of paragraph 5(c) of the Employment Agreement is amended effective as of the date hereof to read as follows:
|
3.
|
Change to Definition of “Change in Control Event”
|
“(ii)
|
“Change in Control Event” means the occurrence of a “Change in Control” as defined under the Company’s 2013 Omnibus Incentive Plan (or any successor plan thereto).”
|
4.
|
Change to Definition of “Protected Period”
|
“(iii)
|
“Protected Period” means the period (A) beginning three months before the date a definitive agreement is entered into which in fact culminates in a Change in Control Event and (B) ending on the second anniversary of the Change in Control Event.”
|
5.
|
No Other Changes
|
|
Page
|
|
Article I
Purpose
|
1
|
|
Article II
Definitions
|
1
|
|
Article III
Participation
|
5
|
|
Article IV
Participant Deferrals and Company Allocations
|
5
|
|
Article V
Investment of Account Balances
|
7
|
|
Article VI
Time and Method of Benefit Payment
|
8
|
|
Article VII
Withholding Taxes
|
11
|
|
Article VIII
Amendment and Termination of Plan
|
12
|
|
Article IX
Administration
|
12
|
|
Article X
Claims Procedure
|
13
|
|
Article XI
Miscellaneous
|
15
|
|
Participant
:
|
____________________
|
Performance Period:
|
___________, 20__ to _________, 20__
|
Target Bonus:
|
_______________
|
Incorporated Documents
:
1. 2013 Omnibus Incentive Plan
2. Appendix A
3. Appendix B
4. Program Summary
|
|
|
The foregoing is intended only as a summary of the Program and is subject to and qualified by reference to the Omnibus Plan. The award notice evidencing your Annual Incentive Award, any appendices attached thereto, the terms and conditions of the Program, and the Omnibus Plan set forth the terms and conditions of your Annual Incentive Award. Except as otherwise expressly defined herein, capitalized terms will have the meanings assigned to such terms under the Omnibus Plan.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes and earnings from unconsolidated affiliates
|
$
|
94
|
|
|
$
|
(6,991
|
)
|
|
$
|
(4,919
|
)
|
|
$
|
2,180
|
|
|
$
|
2,328
|
|
Fixed charges
|
2,118
|
|
|
1,474
|
|
|
1,487
|
|
|
1,395
|
|
|
1,562
|
|
|||||
Amortization of capitalized interest
|
34
|
|
|
34
|
|
|
31
|
|
|
27
|
|
|
24
|
|
|||||
Capitalized interest
|
(5
|
)
|
|
(9
|
)
|
|
(24
|
)
|
|
(35
|
)
|
|
(56
|
)
|
|||||
Earnings from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|||||
Earnings available for fixed charges
|
$
|
2,241
|
|
|
$
|
(5,492
|
)
|
|
$
|
(3,425
|
)
|
|
$
|
3,564
|
|
|
$
|
3,852
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense including capitalized interest
|
$
|
1,229
|
|
|
$
|
686
|
|
|
$
|
694
|
|
|
$
|
591
|
|
|
$
|
796
|
|
Interest portion of rent expense (1)
|
889
|
|
|
788
|
|
|
793
|
|
|
804
|
|
|
766
|
|
|||||
Fixed charges
|
$
|
2,118
|
|
|
$
|
1,474
|
|
|
$
|
1,487
|
|
|
$
|
1,395
|
|
|
$
|
1,562
|
|
Ratio of earnings to fixed charges (2)
|
1.06
|
|
|
—
|
|
|
—
|
|
|
2.55
|
|
|
2.47
|
|
(1)
|
The portion of operating rental expense that management believes is representative of interest is estimated to be 33%.
|
(2)
|
Due primarily to T-Mobile’s non-cash impairment charges in the years ended December 31, 2012 and 2011, the ratio coverage was less than 1:1 in each of these periods. The Company would have needed to generate additional earnings of $7.0 billion and $4.9 billion in the year ended December 31, 2012 and 2011, respectively, to achieve a coverage of 1:1 in each of these periods.
|
Name
|
|
State of Incorporation
|
GSV LLC
|
|
Delaware
|
Powertel Memphis Licenses, Inc.
|
|
Delaware
|
Powertel/Memphis, Inc.
|
|
Delaware
|
SunCom Wireless Holdings, Inc.
|
|
Delaware
|
SunCom Wireless Investment Company LLC
|
|
Delaware
|
SunCom Wireless License Company, LLC
|
|
Delaware
|
SunCom Wireless Management Company, Inc.
|
|
Delaware
|
SunCom Wireless Operating Company, L.L.C.
|
|
Delaware
|
SunCom Wireless Property Company, L.L.C.
|
|
Delaware
|
SunCom Wireless, Inc.
|
|
Delaware
|
T-Mobile Airtime Funding LLC
|
|
Delaware
|
T-Mobile Central LLC
|
|
Delaware
|
T-Mobile License LLC
|
|
Delaware
|
T-Mobile Northeast LLC
|
|
Delaware
|
T-Mobile PCS Holdings LLC
|
|
Delaware
|
T-Mobile Puerto Rico Holdings LLC
|
|
Delaware
|
T-Mobile Puerto Rico LLC
|
|
Delaware
|
T-Mobile Resources Corporation
|
|
Delaware
|
T-Mobile South LLC
|
|
Delaware
|
T-Mobile Subsidiary IV Corporation
|
|
Delaware
|
T-Mobile USA Tower LLC
|
|
Delaware
|
T-Mobile USA, Inc.
|
|
Delaware
|
T-Mobile West LLC
|
|
Delaware
|
T-Mobile West Tower LLC
|
|
Delaware
|
TMUS Assurance Corporation
|
|
Hawaii
|
Triton PCS Finance Company, Inc.
|
|
Delaware
|
Triton PCS Holdings Company L.L.C.
|
|
Delaware
|
VoiceStream PCS I Iowa Corporation
|
|
Delaware
|
VoiceStream Pittsburgh General Partner, Inc.
|
|
Delaware
|
VoiceStream Pittsburgh, L.P.
|
|
Delaware
|
MetroPCS California, LLC
|
|
Delaware
|
MetroPCS Florida, LLC
|
|
Delaware
|
MetroPCS Georgia, LLC
|
|
Delaware
|
MetroPCS Massachusetts, LLC
|
|
Delaware
|
MetroPCS Michigan, LLC
|
|
Delaware
|
MetroPCS Nevada, LLC
|
|
Delaware
|
MetroPCS New York, LLC
|
|
Delaware
|
MetroPCS Pennsylvania, LLC
|
|
Delaware
|
MetroPCS Texas, LLC
|
|
Delaware
|
MetroPCS Networks, LLC
|
|
Delaware
|
MetroPCS Networks California, LLC
|
|
Delaware
|
MetroPCS Networks Florida, LLC
|
|
Delaware
|
1.
|
I have reviewed this annual report on
Form 10-K
of T-Mobile US, 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 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 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 which 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.
|
/s/ John J. Legere
|
John J. Legere
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on
Form 10-K
of T-Mobile US, 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 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 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 which 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.
|
/s/ J. Braxton Carter
|
J. Braxton Carter
Executive Vice President and Chief Financial Officer
|
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.
|
/s/ John J. Legere
|
John J. Legere
President and Chief Executive Officer
|
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.
|
/s/ J. Braxton Carter
|
J. Braxton Carter
Executive Vice President and Chief Financial Officer
|