x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
20-0836269
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
12920 SE 38th Street, Bellevue, Washington
|
|
98006-1350
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
(425) 378-4000
|
||
(Registrant’s telephone number, including area code)
|
Class
|
|
Shares Outstanding as of October 23, 2014
|
|
Common Stock, $0.00001 par value per share
|
|
807,350,358
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
(in millions, except share and per share amounts)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,787
|
|
|
$
|
5,891
|
|
Accounts receivable, net of deferred interest and allowances of $465 and $381
|
4,433
|
|
|
3,619
|
|
||
Accounts receivable from affiliates
|
82
|
|
|
41
|
|
||
Inventory
|
674
|
|
|
586
|
|
||
Current portion of deferred tax assets, net
|
950
|
|
|
839
|
|
||
Other current assets
|
1,369
|
|
|
1,252
|
|
||
Total current assets
|
13,295
|
|
|
12,228
|
|
||
Property and equipment, net of accumulated depreciation of $21,410 and $19,649
|
15,798
|
|
|
15,349
|
|
||
Goodwill
|
1,683
|
|
|
1,683
|
|
||
Spectrum licenses
|
21,689
|
|
|
18,122
|
|
||
Other intangible assets, net of accumulated amortization of $726 and $476
|
956
|
|
|
1,204
|
|
||
Other assets
|
1,694
|
|
|
1,367
|
|
||
Total assets
|
$
|
55,115
|
|
|
$
|
49,953
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
6,057
|
|
|
$
|
4,567
|
|
Current payables to affiliates
|
315
|
|
|
199
|
|
||
Short-term debt
|
1,168
|
|
|
244
|
|
||
Deferred revenue
|
452
|
|
|
445
|
|
||
Other current liabilities
|
613
|
|
|
353
|
|
||
Total current liabilities
|
8,605
|
|
|
5,808
|
|
||
Long-term debt to affiliates
|
5,600
|
|
|
5,600
|
|
||
Long-term debt
|
16,284
|
|
|
14,345
|
|
||
Long-term financial obligation
|
2,510
|
|
|
2,496
|
|
||
Deferred tax liabilities
|
4,744
|
|
|
4,645
|
|
||
Deferred rents
|
2,289
|
|
|
2,113
|
|
||
Other long-term liabilities
|
558
|
|
|
701
|
|
||
Total long-term liabilities
|
31,985
|
|
|
29,900
|
|
||
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; 808,680,349 and 803,262,309 shares issued, 807,297,844 and 801,879,804 shares outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
37,466
|
|
|
37,330
|
|
||
Treasury stock, at cost, 1,382,505 and 1,382,505 shares issued
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
1
|
|
|
3
|
|
||
Accumulated deficit
|
(22,942
|
)
|
|
(23,088
|
)
|
||
Total stockholders' equity
|
14,525
|
|
|
14,245
|
|
||
Total liabilities and stockholders' equity
|
$
|
55,115
|
|
|
$
|
49,953
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except shares and per share amounts)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Branded postpaid revenues
|
$
|
3,670
|
|
|
$
|
3,302
|
|
|
$
|
10,628
|
|
|
$
|
9,849
|
|
Branded prepaid revenues
|
1,790
|
|
|
1,594
|
|
|
5,174
|
|
|
3,339
|
|
||||
Wholesale revenues
|
171
|
|
|
157
|
|
|
517
|
|
|
449
|
|
||||
Roaming and other service revenues
|
53
|
|
|
85
|
|
|
186
|
|
|
262
|
|
||||
Total service revenues
|
5,684
|
|
|
5,138
|
|
|
16,505
|
|
|
13,899
|
|
||||
Equipment sales
|
1,561
|
|
|
1,467
|
|
|
4,609
|
|
|
3,452
|
|
||||
Other revenues
|
105
|
|
|
83
|
|
|
296
|
|
|
242
|
|
||||
Total revenues
|
7,350
|
|
|
6,688
|
|
|
21,410
|
|
|
17,593
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,488
|
|
|
1,444
|
|
|
4,405
|
|
|
3,880
|
|
||||
Cost of equipment sales
|
2,308
|
|
|
2,015
|
|
|
6,809
|
|
|
4,837
|
|
||||
Selling, general and administrative
|
2,283
|
|
|
1,933
|
|
|
6,530
|
|
|
5,286
|
|
||||
Depreciation and amortization
|
1,138
|
|
|
987
|
|
|
3,322
|
|
|
2,630
|
|
||||
Cost of MetroPCS business combination
|
97
|
|
|
12
|
|
|
131
|
|
|
51
|
|
||||
Gains on disposal of spectrum licenses
|
(13
|
)
|
|
—
|
|
|
(770
|
)
|
|
—
|
|
||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||
Total operating expenses
|
7,301
|
|
|
6,391
|
|
|
20,427
|
|
|
16,736
|
|
||||
Operating income
|
49
|
|
|
297
|
|
|
983
|
|
|
857
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense to affiliates
|
(83
|
)
|
|
(183
|
)
|
|
(186
|
)
|
|
(586
|
)
|
||||
Interest expense
|
(260
|
)
|
|
(151
|
)
|
|
(807
|
)
|
|
(311
|
)
|
||||
Interest income
|
97
|
|
|
50
|
|
|
255
|
|
|
125
|
|
||||
Other income (expense), net
|
(14
|
)
|
|
(7
|
)
|
|
(32
|
)
|
|
105
|
|
||||
Total other expense, net
|
(260
|
)
|
|
(291
|
)
|
|
(770
|
)
|
|
(667
|
)
|
||||
Income (loss) before income taxes
|
(211
|
)
|
|
6
|
|
|
213
|
|
|
190
|
|
||||
Income tax expense (benefit)
|
(117
|
)
|
|
42
|
|
|
67
|
|
|
135
|
|
||||
Net income (loss)
|
$
|
(94
|
)
|
|
$
|
(36
|
)
|
|
$
|
146
|
|
|
$
|
55
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Net gain on cross currency interest rate swaps, net of tax effect of $0, $0, $0, and $13
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Net loss on foreign currency translation, net of tax effect of $0, $0, $0 and ($37)
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
||||
Unrealized gain (loss) on available-for-sale securities, net of tax effect of $0, $0, ($1) and $0
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Other comprehensive income (loss), net of tax
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
(39
|
)
|
||||
Total comprehensive income (loss)
|
$
|
(93
|
)
|
|
$
|
(36
|
)
|
|
$
|
144
|
|
|
$
|
16
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.12
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.18
|
|
|
$
|
0.09
|
|
Diluted
|
(0.12
|
)
|
|
(0.05
|
)
|
|
0.18
|
|
|
0.09
|
|
||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
807,221,761
|
|
|
726,877,458
|
|
|
804,572,685
|
|
|
642,957,645
|
|
||||
Diluted
|
807,221,761
|
|
|
726,877,458
|
|
|
813,507,827
|
|
|
645,520,524
|
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
2,791
|
|
|
$
|
2,541
|
|
|
|
|
|
||||
Investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(3,018
|
)
|
|
(3,143
|
)
|
||
Purchases of spectrum licenses and other intangible assets
|
(2,390
|
)
|
|
(52
|
)
|
||
Short term affiliate loan receivable, net
|
—
|
|
|
300
|
|
||
Cash and cash equivalents acquired in MetroPCS business combination
|
—
|
|
|
2,144
|
|
||
Change in restricted cash equivalents
|
—
|
|
|
(100
|
)
|
||
Investments in unconsolidated affiliates, net
|
(30
|
)
|
|
(22
|
)
|
||
Other, net
|
(2
|
)
|
|
5
|
|
||
Net cash used in investing activities
|
(5,440
|
)
|
|
(868
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
2,993
|
|
|
498
|
|
||
Proceeds from issuance of short-term debt for purchases of inventory
|
100
|
|
|
—
|
|
||
Repayments of short-term debt for purchases of inventory, property and equipment
|
(514
|
)
|
|
(194
|
)
|
||
Repayments related to a variable interest entity
|
—
|
|
|
(80
|
)
|
||
Distribution to affiliate
|
—
|
|
|
(41
|
)
|
||
Proceeds from exercise of stock options
|
25
|
|
|
116
|
|
||
Taxes paid related to net share settlement of stock awards
|
(72
|
)
|
|
—
|
|
||
Excess tax benefit from stock-based compensation
|
34
|
|
|
4
|
|
||
Other, net
|
(21
|
)
|
|
(5
|
)
|
||
Net cash provided by financing activities
|
2,545
|
|
|
298
|
|
||
|
|
|
|
||||
Change in cash and cash equivalents
|
(104
|
)
|
|
1,971
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
5,891
|
|
|
394
|
|
||
End of period
|
$
|
5,787
|
|
|
$
|
2,365
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Network decommissioning costs, including effects of deferred items
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
—
|
|
Transaction and integration costs
|
—
|
|
|
12
|
|
|
34
|
|
|
51
|
|
||||
Cost of MetroPCS business combination
|
$
|
97
|
|
|
$
|
12
|
|
|
$
|
131
|
|
|
$
|
51
|
|
(in millions)
|
September 30, 2014
|
||
Balances, beginning of period
|
$
|
—
|
|
Network decommissioning costs
|
99
|
|
|
Cash payments
|
(2
|
)
|
|
Balances, end of period
|
$
|
97
|
|
|
|
||
Classified on the balance sheet as:
|
|
||
Accounts payable and accrued liabilities
|
$
|
33
|
|
Other long-term liabilities
|
64
|
|
|
Network decommissioning costs accrual
|
$
|
97
|
|
(in millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
EIP receivables, gross
|
$
|
4,403
|
|
|
$
|
2,882
|
|
Deferred interest
|
(309
|
)
|
|
(276
|
)
|
||
EIP receivables, net of deferred interest
|
4,094
|
|
|
2,606
|
|
||
Allowance for credit losses
|
(131
|
)
|
|
(60
|
)
|
||
EIP receivables, net
|
$
|
3,963
|
|
|
$
|
2,546
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Accounts receivable, net
|
$
|
2,553
|
|
|
$
|
1,471
|
|
Other assets
|
1,410
|
|
|
1,075
|
|
||
EIP receivables, net
|
$
|
3,963
|
|
|
$
|
2,546
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(in millions)
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
Unbilled
|
$
|
2,239
|
|
|
$
|
1,925
|
|
|
$
|
4,164
|
|
|
$
|
1,482
|
|
|
$
|
1,270
|
|
|
$
|
2,752
|
|
Billed - Current
|
88
|
|
|
84
|
|
|
172
|
|
|
45
|
|
|
45
|
|
|
90
|
|
||||||
Billed - Past Due
|
26
|
|
|
41
|
|
|
67
|
|
|
15
|
|
|
25
|
|
|
40
|
|
||||||
EIP receivables, gross
|
$
|
2,353
|
|
|
$
|
2,050
|
|
|
$
|
4,403
|
|
|
$
|
1,542
|
|
|
$
|
1,340
|
|
|
$
|
2,882
|
|
(in millions)
|
September 30,
2014 |
||
Deferred interest and allowance for credit losses, beginning of period
|
$
|
336
|
|
Bad debt expense
|
217
|
|
|
Write-offs, net of recoveries
|
(146
|
)
|
|
Change in deferred interest on short-term and long-term EIP receivables
|
33
|
|
|
Deferred interest and allowance for credit losses, end of period
|
$
|
440
|
|
|
Balance Sheet Location
|
|
September 30, 2014
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Embedded derivatives
|
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
10
|
|
Embedded derivatives
|
Other assets
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|
Balance Sheet Location
|
|
December 31, 2013
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Embedded derivatives
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Loss recognized in other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Cross currency interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
Gain (loss) recognized in interest expense to affiliates:
|
|
|
|
|
|
|
|
||||||||
Embedded derivatives
|
(10
|
)
|
|
(10
|
)
|
|
44
|
|
|
(15
|
)
|
||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Cross currency interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
(in millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term debt to affiliates
|
$
|
5,600
|
|
|
$
|
5,796
|
|
|
$
|
5,600
|
|
|
$
|
5,866
|
|
Long-term debt to third parties principal, excluding capital leases
|
16,600
|
|
|
16,937
|
|
|
13,600
|
|
|
14,251
|
|
(in millions)
|
September 30, 2014
|
|
December 31, 2013
|
||||
Accounts payable
|
$
|
4,187
|
|
|
$
|
3,026
|
|
Property and other taxes, including payroll
|
624
|
|
|
534
|
|
||
Payroll and related benefits
|
446
|
|
|
394
|
|
||
Interest
|
251
|
|
|
272
|
|
||
Dealer commissions
|
144
|
|
|
118
|
|
||
Toll and interconnect
|
130
|
|
|
74
|
|
||
Advertising
|
59
|
|
|
42
|
|
||
Other
|
216
|
|
|
107
|
|
||
Accounts payable and accrued liabilities
|
$
|
6,057
|
|
|
$
|
4,567
|
|
|
|
|
|
Amount Reclassified from AOCI to Income
|
||||||
AOCI Component
|
|
Location
|
|
Three Months Ended September 30, 2013
|
|
Nine Months Ended September 30, 2013
|
||||
Cross Currency Interest Rate Swaps
|
|
Interest expense to affiliates
|
|
$
|
—
|
|
|
$
|
(53
|
)
|
|
|
Income tax effect
|
|
—
|
|
|
20
|
|
||
|
|
Net of tax
|
|
—
|
|
|
(33
|
)
|
||
|
|
|
|
|
|
|
||||
Foreign Currency Translation
|
|
Other income, net
|
|
—
|
|
|
166
|
|
||
|
|
Income tax effect
|
|
—
|
|
|
(62
|
)
|
||
|
|
Net of tax
|
|
—
|
|
|
104
|
|
||
|
|
|
|
|
|
|
||||
Total reclassifications, net of tax
|
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except shares and per share amounts)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic and Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(94
|
)
|
|
$
|
(36
|
)
|
|
$
|
146
|
|
|
$
|
55
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
807,221,761
|
|
|
726,877,458
|
|
|
804,572,685
|
|
|
642,957,645
|
|
||||
Dilutive effect of outstanding stock options and awards
|
—
|
|
|
—
|
|
|
8,935,142
|
|
|
2,562,879
|
|
||||
Weighted average shares outstanding - diluted
|
807,221,761
|
|
|
726,877,458
|
|
|
813,507,827
|
|
|
645,520,524
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - basic
|
$
|
(0.12
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.18
|
|
|
$
|
0.09
|
|
Earnings (loss) per share - diluted
|
(0.12
|
)
|
|
(0.05
|
)
|
|
0.18
|
|
|
0.09
|
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Interest and income tax payments:
|
|
|
|
||||
Interest payments
|
$
|
1,008
|
|
|
$
|
784
|
|
Income tax payments
|
23
|
|
|
21
|
|
||
Noncash investing and financing activities:
|
|
|
|
||||
Increase in accounts payable for purchases of property and equipment
|
235
|
|
|
53
|
|
||
Proceeds from issuance of short-term debt for financing of property and equipment purchases
|
256
|
|
|
372
|
|
||
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
|
$
|
1,292
|
|
|
$
|
4,315
|
|
|
$
|
68
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
5,787
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
4,270
|
|
|
163
|
|
|
—
|
|
|
4,433
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
||||||
Inventory
|
—
|
|
|
—
|
|
|
674
|
|
|
—
|
|
|
—
|
|
|
674
|
|
||||||
Current portion of deferred tax assets, net
|
—
|
|
|
—
|
|
|
935
|
|
|
15
|
|
|
—
|
|
|
950
|
|
||||||
Other current assets
|
—
|
|
|
10
|
|
|
1,088
|
|
|
271
|
|
|
—
|
|
|
1,369
|
|
||||||
Total current assets
|
1,292
|
|
|
4,325
|
|
|
7,117
|
|
|
561
|
|
|
—
|
|
|
13,295
|
|
||||||
Property and equipment, net of accumulated depreciation
|
—
|
|
|
—
|
|
|
15,264
|
|
|
534
|
|
|
—
|
|
|
15,798
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
21,689
|
|
|
—
|
|
|
—
|
|
|
21,689
|
|
||||||
Other intangible assets, net of accumulated amortization
|
—
|
|
|
—
|
|
|
956
|
|
|
—
|
|
|
—
|
|
|
956
|
|
||||||
Investments in subsidiaries, net
|
13,369
|
|
|
30,057
|
|
|
—
|
|
|
—
|
|
|
(43,426
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
1,972
|
|
|
—
|
|
|
—
|
|
|
(1,972
|
)
|
|
—
|
|
||||||
Other assets
|
2
|
|
|
41
|
|
|
1,641
|
|
|
96
|
|
|
(86
|
)
|
|
1,694
|
|
||||||
Total assets
|
$
|
14,663
|
|
|
$
|
36,395
|
|
|
$
|
48,350
|
|
|
$
|
1,191
|
|
|
$
|
(45,484
|
)
|
|
$
|
55,115
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
5,607
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
6,057
|
|
Current payables to affiliates
|
—
|
|
|
137
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|
315
|
|
||||||
Short-term debt
|
—
|
|
|
1,145
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
1,168
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
—
|
|
|
452
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
613
|
|
|
—
|
|
|
—
|
|
|
613
|
|
||||||
Total current liabilities
|
—
|
|
|
1,532
|
|
|
6,873
|
|
|
200
|
|
|
—
|
|
|
8,605
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Long-term debt
|
—
|
|
|
15,894
|
|
|
390
|
|
|
—
|
|
|
—
|
|
|
16,284
|
|
||||||
Long-term financial obligation
|
—
|
|
|
—
|
|
|
368
|
|
|
2,142
|
|
|
—
|
|
|
2,510
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,830
|
|
|
—
|
|
|
(86
|
)
|
|
4,744
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
2,289
|
|
|
—
|
|
|
—
|
|
|
2,289
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
582
|
|
|
—
|
|
|
(582
|
)
|
|
—
|
|
||||||
Intercompany payables
|
138
|
|
|
—
|
|
|
1,745
|
|
|
89
|
|
|
(1,972
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
558
|
|
|
—
|
|
|
—
|
|
|
558
|
|
||||||
Total long-term liabilities
|
138
|
|
|
21,494
|
|
|
10,762
|
|
|
2,231
|
|
|
(2,640
|
)
|
|
31,985
|
|
||||||
Total stockholders' equity
|
14,525
|
|
|
13,369
|
|
|
30,715
|
|
|
(1,240
|
)
|
|
(42,844
|
)
|
|
14,525
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
14,663
|
|
|
$
|
36,395
|
|
|
$
|
48,350
|
|
|
$
|
1,191
|
|
|
$
|
(45,484
|
)
|
|
$
|
55,115
|
|
(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
|
—
|
|
|
—
|
|
|
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 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
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,449
|
|
|
$
|
346
|
|
|
$
|
(111
|
)
|
|
$
|
5,684
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
1,697
|
|
|
—
|
|
|
(136
|
)
|
|
1,561
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
74
|
|
|
34
|
|
|
(3
|
)
|
|
105
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
7,220
|
|
|
380
|
|
|
(250
|
)
|
|
7,350
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
—
|
|
|
—
|
|
|
1,483
|
|
|
5
|
|
|
—
|
|
|
1,488
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
2,245
|
|
|
209
|
|
|
(146
|
)
|
|
2,308
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
2,248
|
|
|
139
|
|
|
(104
|
)
|
|
2,283
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1,118
|
|
|
20
|
|
|
—
|
|
|
1,138
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||||
Gains on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
7,178
|
|
|
373
|
|
|
(250
|
)
|
|
7,301
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
42
|
|
|
7
|
|
|
—
|
|
|
49
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
||||||
Interest expense
|
—
|
|
|
(204
|
)
|
|
(11
|
)
|
|
(45
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||||
Other income, net
|
—
|
|
|
83
|
|
|
3
|
|
|
—
|
|
|
(100
|
)
|
|
(14
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(204
|
)
|
|
89
|
|
|
(45
|
)
|
|
(100
|
)
|
|
(260
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(204
|
)
|
|
131
|
|
|
(38
|
)
|
|
(100
|
)
|
|
(211
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
(14
|
)
|
|
—
|
|
|
(117
|
)
|
||||||
Earnings (loss) of subsidiaries
|
(94
|
)
|
|
110
|
|
|
(13
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||
Net income (loss)
|
(94
|
)
|
|
(94
|
)
|
|
221
|
|
|
(24
|
)
|
|
(103
|
)
|
|
(94
|
)
|
||||||
Other comprehensive income, net of tax
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
||||||
Total comprehensive income (loss)
|
$
|
(93
|
)
|
|
$
|
(93
|
)
|
|
$
|
222
|
|
|
$
|
(24
|
)
|
|
$
|
(105
|
)
|
|
$
|
(93
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,958
|
|
|
$
|
219
|
|
|
$
|
(39
|
)
|
|
$
|
5,138
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
1,643
|
|
|
—
|
|
|
(176
|
)
|
|
1,467
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
59
|
|
|
30
|
|
|
(6
|
)
|
|
83
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
6,660
|
|
|
249
|
|
|
(221
|
)
|
|
6,688
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
—
|
|
|
—
|
|
|
1,443
|
|
|
6
|
|
|
(5
|
)
|
|
1,444
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
2,052
|
|
|
155
|
|
|
(192
|
)
|
|
2,015
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
1,910
|
|
|
47
|
|
|
(24
|
)
|
|
1,933
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
966
|
|
|
21
|
|
|
—
|
|
|
987
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
6,383
|
|
|
229
|
|
|
(221
|
)
|
|
6,391
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
277
|
|
|
20
|
|
|
—
|
|
|
297
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
||||||
Interest expense
|
—
|
|
|
(84
|
)
|
|
(24
|
)
|
|
(43
|
)
|
|
—
|
|
|
(151
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||||
Other income (expense), net
|
—
|
|
|
(9
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(276
|
)
|
|
28
|
|
|
(43
|
)
|
|
—
|
|
|
(291
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(276
|
)
|
|
305
|
|
|
(23
|
)
|
|
—
|
|
|
6
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
49
|
|
|
(7
|
)
|
|
—
|
|
|
42
|
|
||||||
Earnings (loss) of subsidiaries
|
(36
|
)
|
|
240
|
|
|
(13
|
)
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
||||||
Net income (loss)
|
(36
|
)
|
|
(36
|
)
|
|
243
|
|
|
(16
|
)
|
|
(191
|
)
|
|
(36
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total comprehensive income (loss)
|
$
|
(36
|
)
|
|
$
|
(36
|
)
|
|
$
|
243
|
|
|
$
|
(16
|
)
|
|
$
|
(191
|
)
|
|
$
|
(36
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,858
|
|
|
$
|
934
|
|
|
$
|
(287
|
)
|
|
$
|
16,505
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
5,062
|
|
|
—
|
|
|
(453
|
)
|
|
4,609
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
202
|
|
|
102
|
|
|
(8
|
)
|
|
296
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
21,122
|
|
|
1,036
|
|
|
(748
|
)
|
|
21,410
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
—
|
|
|
—
|
|
|
4,390
|
|
|
15
|
|
|
—
|
|
|
4,405
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
6,746
|
|
|
554
|
|
|
(491
|
)
|
|
6,809
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
6,424
|
|
|
363
|
|
|
(257
|
)
|
|
6,530
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3,261
|
|
|
61
|
|
|
—
|
|
|
3,322
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
131
|
|
||||||
Gains on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(770
|
)
|
|
—
|
|
|
—
|
|
|
(770
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
20,182
|
|
|
993
|
|
|
(748
|
)
|
|
20,427
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
940
|
|
|
43
|
|
|
—
|
|
|
983
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
||||||
Interest expense
|
—
|
|
|
(630
|
)
|
|
(44
|
)
|
|
(133
|
)
|
|
—
|
|
|
(807
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
255
|
|
||||||
Other income, net
|
—
|
|
|
61
|
|
|
7
|
|
|
—
|
|
|
(100
|
)
|
|
(32
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(755
|
)
|
|
218
|
|
|
(133
|
)
|
|
(100
|
)
|
|
(770
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(755
|
)
|
|
1,158
|
|
|
(90
|
)
|
|
(100
|
)
|
|
213
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
103
|
|
|
(36
|
)
|
|
—
|
|
|
67
|
|
||||||
Earnings (loss) of subsidiaries
|
146
|
|
|
901
|
|
|
(40
|
)
|
|
—
|
|
|
(1,007
|
)
|
|
—
|
|
||||||
Net income (loss)
|
146
|
|
|
146
|
|
|
1,015
|
|
|
(54
|
)
|
|
(1,107
|
)
|
|
146
|
|
||||||
Other comprehensive loss, net of tax
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
||||||
Total comprehensive income (loss)
|
$
|
144
|
|
|
$
|
144
|
|
|
$
|
1,013
|
|
|
$
|
(54
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
144
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,404
|
|
|
$
|
586
|
|
|
$
|
(91
|
)
|
|
$
|
13,899
|
|
Equipment sales
|
—
|
|
|
—
|
|
|
3,952
|
|
|
—
|
|
|
(500
|
)
|
|
3,452
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
200
|
|
|
116
|
|
|
(74
|
)
|
|
242
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
17,556
|
|
|
702
|
|
|
(665
|
)
|
|
17,593
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
—
|
|
|
—
|
|
|
3,907
|
|
|
46
|
|
|
(73
|
)
|
|
3,880
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
4,978
|
|
|
406
|
|
|
(547
|
)
|
|
4,837
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
5,213
|
|
|
118
|
|
|
(45
|
)
|
|
5,286
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
2,568
|
|
|
62
|
|
|
—
|
|
|
2,630
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
16,769
|
|
|
632
|
|
|
(665
|
)
|
|
16,736
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
787
|
|
|
70
|
|
|
—
|
|
|
857
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(586
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(586
|
)
|
||||||
Interest expense
|
—
|
|
|
(138
|
)
|
|
(44
|
)
|
|
(129
|
)
|
|
—
|
|
|
(311
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||||
Other income, net
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
||||||
Total other income (expense), net
|
—
|
|
|
(619
|
)
|
|
81
|
|
|
(129
|
)
|
|
—
|
|
|
(667
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(619
|
)
|
|
868
|
|
|
(59
|
)
|
|
—
|
|
|
190
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
158
|
|
|
(23
|
)
|
|
—
|
|
|
135
|
|
||||||
Earnings (loss) of subsidiaries
|
(83
|
)
|
|
674
|
|
|
(42
|
)
|
|
—
|
|
|
(549
|
)
|
|
—
|
|
||||||
Net income (loss)
|
(83
|
)
|
|
55
|
|
|
668
|
|
|
(36
|
)
|
|
(549
|
)
|
|
55
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
(39
|
)
|
|
24
|
|
|
—
|
|
|
(24
|
)
|
|
(39
|
)
|
||||||
Total comprehensive income (loss)
|
$
|
(83
|
)
|
|
$
|
16
|
|
|
$
|
692
|
|
|
$
|
(36
|
)
|
|
$
|
(573
|
)
|
|
$
|
16
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
7
|
|
|
$
|
(3,076
|
)
|
|
$
|
5,924
|
|
|
$
|
36
|
|
|
$
|
(100
|
)
|
|
$
|
2,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(3,018
|
)
|
|
—
|
|
|
—
|
|
|
(3,018
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets
|
—
|
|
|
—
|
|
|
(2,390
|
)
|
|
—
|
|
|
—
|
|
|
(2,390
|
)
|
||||||
Investment in subsidiaries
|
(1,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
||||||
Investments in unconsolidated affiliates, net
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net cash used in investing activities
|
(1,700
|
)
|
|
—
|
|
|
(5,440
|
)
|
|
—
|
|
|
1,700
|
|
|
(5,440
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from capital contribution
|
—
|
|
|
1,700
|
|
|
—
|
|
|
—
|
|
|
(1,700
|
)
|
|
—
|
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,993
|
|
||||||
Proceeds from issuance of short-term debt for purchases of inventory
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment
|
—
|
|
|
—
|
|
|
(514
|
)
|
|
—
|
|
|
—
|
|
|
(514
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
||||||
Proceeds from exercise of stock options
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||||
Taxes paid related to net share settlement of stock awards
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||||
Net cash provided by (used in) financing activities
|
25
|
|
|
4,693
|
|
|
(473
|
)
|
|
(100
|
)
|
|
(1,600
|
)
|
|
2,545
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
(1,668
|
)
|
|
1,617
|
|
|
11
|
|
|
(64
|
)
|
|
—
|
|
|
(104
|
)
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
2,960
|
|
|
2,698
|
|
|
57
|
|
|
176
|
|
|
—
|
|
|
5,891
|
|
||||||
End of period
|
$
|
1,292
|
|
|
$
|
4,315
|
|
|
$
|
68
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
5,787
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
304
|
|
|
$
|
(921
|
)
|
|
$
|
3,130
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
2,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(3,143
|
)
|
|
—
|
|
|
—
|
|
|
(3,143
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
||||||
Short term affiliate loan receivable, net
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
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
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Net cash provided by (used in) investing activities
|
737
|
|
|
1,407
|
|
|
(3,012
|
)
|
|
—
|
|
|
—
|
|
|
(868
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||||
Repayments of short-term debt for purchases of property and equipment
|
—
|
|
|
—
|
|
|
(194
|
)
|
|
—
|
|
|
—
|
|
|
(194
|
)
|
||||||
Repayments related to a variable interest entity
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
||||||
Distribution to affiliate
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Proceeds from exercise of stock options
|
116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Net cash provided by (used in) financing activities
|
116
|
|
|
498
|
|
|
(316
|
)
|
|
—
|
|
|
—
|
|
|
298
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
1,157
|
|
|
984
|
|
|
(198
|
)
|
|
28
|
|
|
—
|
|
|
1,971
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
—
|
|
|
—
|
|
|
287
|
|
|
107
|
|
|
—
|
|
|
394
|
|
||||||
End of period
|
$
|
1,157
|
|
|
$
|
984
|
|
|
$
|
89
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
2,365
|
|
•
|
adverse conditions in the U.S. and international economies or disruptions to the credit and financial markets;
|
•
|
competition in the wireless services market;
|
•
|
the ability to complete and realize expected synergies and other benefits of acquisitions;
|
•
|
the inability to implement our business strategies or ability to fund our wireless operations, including payment for additional spectrum, network upgrades, and technological advancements;
|
•
|
the ability to renew our spectrum licenses on attractive terms or acquire new spectrum licenses;
|
•
|
the ability to manage growth in wireless data services, including network quality and acquisition of adequate spectrum licenses at reasonable costs and terms;
|
•
|
material changes in available technology;
|
•
|
the timing, scope and financial impact of our deployment of advanced network technology;
|
•
|
the impact on our networks and business from major technology equipment failures;
|
•
|
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;
|
•
|
any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks;
|
•
|
any disruption of our key suppliers’ provisioning of products or services;
|
•
|
material adverse changes in labor matters, including labor negotiations or additional organizing activity, and any resulting financial and/or operational impact;
|
•
|
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,
|
•
|
changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions.
|
•
|
Financial Highlights
|
•
|
Other Highlights
|
•
|
Results of Operations
|
•
|
Performance Measures
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Related Party Transactions
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recently Issued Accounting Standards
|
•
|
Service revenues
increased
11%
to
$5.7 billion
for the
three months ended
September 30, 2014
, compared to
$5.1 billion
for the same period in
2013
. Service revenues
increased
19%
to
$16.5 billion
for the
nine months ended
September 30, 2014
, compared to
$13.9 billion
for the same period in
2013
.
|
•
|
Total net customer additions were
2,345,000
for the
three months ended
September 30, 2014
, an increase compared to
1,023,000
for the same period in
2013
. Total net customer additions were
6,206,000
for the
nine months ended
September 30, 2014
, compared to
2,732,000
for the same period in
2013
.
|
•
|
Branded postpaid phone churn was
1.6%
for the
three months ended
September 30, 2014
, a
10
basis point
improvement
compared to
1.7%
for the same period in
2013
. Branded postpaid phone churn was
1.5%
for the
nine months ended
September 30, 2014
, a
20
basis point
improvement
compared to
1.7%
for the same period in
2013
.
|
•
|
Adjusted EBITDA was
$1.3 billion
for the
three months ended
September 30, 2014
, compared to
$1.3 billion
for the same period in
2013
. Adjusted EBITDA was
$3.9 billion
for the
nine months ended
September 30, 2014
, compared to
$3.6 billion
for the same period in
2013
.
|
•
|
Cash capital expenditures for property and equipment were
$3.0 billion
for the
nine months ended
September 30, 2014
, compared to
$3.1 billion
for the same period in
2013
.
|
•
|
Contract Freedom
– In January 2014, we launched phase 4.0, which reimburses customers’ early termination fees (“ETF”) when they switch from other carriers and trade in their eligible device.
|
•
|
Abolish Overages
– Beginning in May 2014, we abolished domestic overage charges for all customers on our consumer plans.
|
•
|
T-Mobile Test Drive
– In June 2014, we launched phase 5.0, which allows consumers to test our network and an Apple
®
iPhone
®
5s with unlimited nationwide service for seven days at no charge.
|
•
|
Music Freedom
– In June 2014, we launched phase 6.0, which allows customers to stream music from popular music services without it counting against their data allotment. Additionally, we launched Rhapsody unRadio, which is available to our customers at no additional cost or a discounted price.
|
•
|
Wi-Fi Un-leashed
– In September 2014, we launched phase 7.0 to provide Wi-Fi calling and texting for Simple Choice customers on capable smartphones. In addition, we unveiled the T-Mobile Personal CellSpot™, a new device
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Branded postpaid revenues
|
$
|
3,670
|
|
|
$
|
3,302
|
|
|
11
|
%
|
|
$
|
10,628
|
|
|
$
|
9,849
|
|
|
8
|
%
|
Branded prepaid revenues
|
1,790
|
|
|
1,594
|
|
|
12
|
%
|
|
5,174
|
|
|
3,339
|
|
|
55
|
%
|
||||
Wholesale revenues
|
171
|
|
|
157
|
|
|
9
|
%
|
|
517
|
|
|
449
|
|
|
15
|
%
|
||||
Roaming and other service revenues
|
53
|
|
|
85
|
|
|
(38
|
)%
|
|
186
|
|
|
262
|
|
|
(29
|
)%
|
||||
Total service revenues
|
5,684
|
|
|
5,138
|
|
|
11
|
%
|
|
16,505
|
|
|
13,899
|
|
|
19
|
%
|
||||
Equipment sales
|
1,561
|
|
|
1,467
|
|
|
6
|
%
|
|
4,609
|
|
|
3,452
|
|
|
34
|
%
|
||||
Other revenues
|
105
|
|
|
83
|
|
|
27
|
%
|
|
296
|
|
|
242
|
|
|
22
|
%
|
||||
Total revenues
|
7,350
|
|
|
6,688
|
|
|
10
|
%
|
|
21,410
|
|
|
17,593
|
|
|
22
|
%
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,488
|
|
|
1,444
|
|
|
3
|
%
|
|
4,405
|
|
|
3,880
|
|
|
14
|
%
|
||||
Cost of equipment sales
|
2,308
|
|
|
2,015
|
|
|
15
|
%
|
|
6,809
|
|
|
4,837
|
|
|
41
|
%
|
||||
Selling, general and administrative
|
2,283
|
|
|
1,933
|
|
|
18
|
%
|
|
6,530
|
|
|
5,286
|
|
|
24
|
%
|
||||
Depreciation and amortization
|
1,138
|
|
|
987
|
|
|
15
|
%
|
|
3,322
|
|
|
2,630
|
|
|
26
|
%
|
||||
Cost of MetroPCS business combination
|
97
|
|
|
12
|
|
|
NM
|
|
|
131
|
|
|
51
|
|
|
NM
|
|
||||
Gains on disposal of spectrum licenses
|
(13
|
)
|
|
—
|
|
|
NM
|
|
|
(770
|
)
|
|
—
|
|
|
NM
|
|
||||
Other, net
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
52
|
|
|
NM
|
|
||||
Total operating expenses
|
7,301
|
|
|
6,391
|
|
|
14
|
%
|
|
20,427
|
|
|
16,736
|
|
|
22
|
%
|
||||
Operating income
|
49
|
|
|
297
|
|
|
(84
|
)%
|
|
983
|
|
|
857
|
|
|
15
|
%
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense to affiliates
|
(83
|
)
|
|
(183
|
)
|
|
(55
|
)%
|
|
(186
|
)
|
|
(586
|
)
|
|
(68
|
)%
|
||||
Interest expense
|
(260
|
)
|
|
(151
|
)
|
|
72
|
%
|
|
(807
|
)
|
|
(311
|
)
|
|
NM
|
|
||||
Interest income
|
97
|
|
|
50
|
|
|
94
|
%
|
|
255
|
|
|
125
|
|
|
104
|
%
|
||||
Other income (expense), net
|
(14
|
)
|
|
(7
|
)
|
|
NM
|
|
|
(32
|
)
|
|
105
|
|
|
NM
|
|
||||
Total other expense, net
|
(260
|
)
|
|
(291
|
)
|
|
(11
|
)%
|
|
(770
|
)
|
|
(667
|
)
|
|
15
|
%
|
||||
Income (loss) before income taxes
|
(211
|
)
|
|
6
|
|
|
NM
|
|
|
213
|
|
|
190
|
|
|
12
|
%
|
||||
Income tax expense (benefit)
|
(117
|
)
|
|
42
|
|
|
NM
|
|
|
67
|
|
|
135
|
|
|
(50
|
)%
|
||||
Net income (loss)
|
$
|
(94
|
)
|
|
$
|
(36
|
)
|
|
NM
|
|
|
$
|
146
|
|
|
$
|
55
|
|
|
NM
|
|
(in thousands)
|
September 30,
2014 |
|
June 30,
2014 |
|
December 31,
2013 |
|||
Customers, end of period
|
|
|
|
|
|
|||
Branded postpaid phone customers
|
24,807
|
|
|
23,633
|
|
|
21,797
|
|
Branded postpaid mobile broadband customers
|
1,102
|
|
|
897
|
|
|
502
|
|
Total branded postpaid customers
|
25,909
|
|
|
24,530
|
|
|
22,299
|
|
Branded prepaid customers
|
16,050
|
|
|
15,639
|
|
|
15,072
|
|
Total branded customers
|
41,959
|
|
|
40,169
|
|
|
37,371
|
|
M2M customers
|
4,269
|
|
|
4,047
|
|
|
3,602
|
|
MVNO customers
|
6,662
|
|
|
6,329
|
|
|
5,711
|
|
Total wholesale customers
|
10,931
|
|
|
10,376
|
|
|
9,313
|
|
Total customers, end of period
|
52,890
|
|
|
50,545
|
|
|
46,684
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Net customer additions (losses)
|
|
|
|
|
|
|
|
||||
Branded postpaid phone customers
|
1,175
|
|
|
643
|
|
|
3,010
|
|
|
1,138
|
|
Branded postpaid mobile broadband customers
|
204
|
|
|
5
|
|
|
600
|
|
|
(1
|
)
|
Total branded postpaid customers
|
1,379
|
|
|
648
|
|
|
3,610
|
|
|
1,137
|
|
Branded prepaid customers
|
411
|
|
|
24
|
|
|
978
|
|
|
216
|
|
Total branded customers
|
1,790
|
|
|
672
|
|
|
4,588
|
|
|
1,353
|
|
M2M customers
|
222
|
|
|
7
|
|
|
667
|
|
|
340
|
|
MVNO customers
|
333
|
|
|
344
|
|
|
951
|
|
|
1,039
|
|
Total wholesale customers
|
555
|
|
|
351
|
|
|
1,618
|
|
|
1,379
|
|
Total net customer additions
|
2,345
|
|
|
1,023
|
|
|
6,206
|
|
|
2,732
|
|
Acquired customers
|
—
|
|
|
—
|
|
|
—
|
|
|
8,918
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
2014
|
|
2013
|
2014
|
|
2013
|
||||||
Branded postpaid phone churn
|
1.6
|
%
|
|
1.7
|
%
|
|
1.5
|
%
|
|
1.7
|
%
|
Branded prepaid churn
|
4.8
|
%
|
|
5.0
|
%
|
|
4.5
|
%
|
|
5.5
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except average number of customers, ARPU and ABPU)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Calculation of Branded Postpaid Phone ARPU:
|
|
|
|
|
|
|
|
||||||||
Branded postpaid service revenues
|
$
|
3,670
|
|
|
$
|
3,302
|
|
|
$
|
10,628
|
|
|
$
|
9,849
|
|
Less: Branded postpaid mobile broadband revenues
|
(68
|
)
|
|
(41
|
)
|
|
(169
|
)
|
|
(127
|
)
|
||||
Branded postpaid phone service revenues
|
$
|
3,602
|
|
|
$
|
3,261
|
|
|
$
|
10,459
|
|
|
$
|
9,722
|
|
Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
|
24,091
|
|
|
20,657
|
|
|
23,302
|
|
|
20,115
|
|
||||
Branded postpaid phone ARPU
|
$
|
49.84
|
|
|
$
|
52.62
|
|
|
$
|
49.87
|
|
|
$
|
53.70
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Branded Postpaid ABPU:
|
|
|
|
|
|
|
|
||||||||
Branded postpaid service revenues
|
$
|
3,670
|
|
|
$
|
3,302
|
|
|
$
|
10,628
|
|
|
$
|
9,849
|
|
Add: EIP billings
|
967
|
|
|
435
|
|
|
2,434
|
|
|
943
|
|
||||
Total billings for branded postpaid customers
|
$
|
4,637
|
|
|
$
|
3,737
|
|
|
$
|
13,062
|
|
|
$
|
10,792
|
|
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
|
25,095
|
|
|
21,084
|
|
|
24,054
|
|
|
20,542
|
|
||||
Branded postpaid ABPU
|
$
|
61.59
|
|
|
$
|
59.08
|
|
|
$
|
60.34
|
|
|
$
|
58.38
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Branded Prepaid ARPU:
|
|
|
|
|
|
|
|
||||||||
Branded prepaid service revenues
|
$
|
1,790
|
|
|
$
|
1,594
|
|
|
$
|
5,174
|
|
|
$
|
3,339
|
|
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
|
15,875
|
|
|
14,877
|
|
|
15,555
|
|
|
10,905
|
|
||||
Branded prepaid ARPU
|
$
|
37.59
|
|
|
$
|
35.71
|
|
|
$
|
36.96
|
|
|
$
|
34.02
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
(94
|
)
|
|
$
|
(36
|
)
|
|
$
|
146
|
|
|
$
|
55
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Interest expense to affiliates
|
83
|
|
|
183
|
|
|
186
|
|
|
586
|
|
||||
Interest expense
|
260
|
|
|
151
|
|
|
807
|
|
|
311
|
|
||||
Interest income
|
(97
|
)
|
|
(50
|
)
|
|
(255
|
)
|
|
(125
|
)
|
||||
Other expense (income), net
|
14
|
|
|
7
|
|
|
32
|
|
|
(105
|
)
|
||||
Income tax expense (benefit)
|
(117
|
)
|
|
42
|
|
|
67
|
|
|
135
|
|
||||
Operating income
|
49
|
|
|
297
|
|
|
983
|
|
|
857
|
|
||||
Depreciation and amortization
|
1,138
|
|
|
987
|
|
|
3,322
|
|
|
2,630
|
|
||||
Cost of MetroPCS business combination
|
97
|
|
|
12
|
|
|
131
|
|
|
51
|
|
||||
Stock-based compensation
|
45
|
|
|
48
|
|
|
157
|
|
|
54
|
|
||||
Gains on disposal of spectrum licenses (1)
|
11
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
||||
Other, net (1)
|
6
|
|
|
—
|
|
|
12
|
|
|
54
|
|
||||
Adjusted EBITDA
|
$
|
1,346
|
|
|
$
|
1,344
|
|
|
$
|
3,885
|
|
|
$
|
3,646
|
|
Adjusted EBITDA margin
|
24
|
%
|
|
26
|
%
|
|
24
|
%
|
|
26
|
%
|
(1)
|
Gains on disposal of spectrum licenses and other, net transactions may not agree in total to the gains on disposal of spectrum licenses and other, net in the
condensed consolidated statements of comprehensive income (loss)
primarily due to certain routine operating activities, such as insignificant routine spectrum license exchanges that would be expected to reoccur, and are therefore included in Adjusted EBITDA.
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Net cash provided by operating activities
|
$
|
2,791
|
|
|
$
|
2,541
|
|
Net cash used in investing activities
|
(5,440
|
)
|
|
(868
|
)
|
||
Net cash provided by financing activities
|
2,545
|
|
|
298
|
|
|
|
|
Fair Value Assuming
|
||||||||
(in millions)
|
Fair Value
|
|
+100 Basis Point Shift
|
|
-100 Basis Point Shift
|
||||||
Long-term debt to affiliates
|
$
|
5,796
|
|
|
$
|
5,755
|
|
|
$
|
5,834
|
|
|
|
|
Fair Value Assuming
|
||||||||
|
Fair Value
|
|
+10 Basis Point Shift
|
|
-10 Basis Point Shift
|
||||||
Embedded derivatives
|
$
|
31
|
|
|
$
|
56
|
|
|
$
|
7
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
1.1
|
|
Underwriting Agreement, dated September 3, 2014, among T-Mobile USA, Inc., the guarantors party thereto and the several Underwriters named in Schedule I thereto for which Deutsche Bank Securities Inc. is acting as representative.
|
|
8-K
|
|
9/5/2014
|
|
1.1
|
|
|
4.1
|
|
Sixth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
|
|
|
|
|
X
|
4.2
|
|
Ninth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
|
|
|
|
|
|
|
|
X
|
4.3
|
|
Sixteenth Supplemental Indenture, dated as of August 11, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
|
|
|
|
|
X
|
4.4
|
|
Seventeenth Supplemental Indenture, dated as of September 5, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.000% Senior Notes due 2023.
|
|
8-K
|
|
9/5/2014
|
|
4.1
|
|
|
4.5
|
|
Eighteenth Supplemental Indenture, dated as of September 5, 2014, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, including the Form of 6.375% Senior Notes due 2025.
|
|
8-K
|
|
9/5/2014
|
|
4.2
|
|
|
10.1
|
|
Amendment No. 2, dated as of September 3, 2014, to the Credit Agreement, dated as of May 1, 2013, among T-Mobile USA, Inc., Deutsche Telekom AG and the other lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
9/5/2014
|
|
10.1
|
|
|
10.2
|
|
Third Amendment to the Master Receivables Purchase Agreement, dated as of September 29, 2014, by and among T-Mobile Airtime Funding LLC, as funding seller, Billing Gate One LLC, as purchaser, Landesbank Hessen-Thüringen Girozentrale, as bank purchasing agent and a bank purchaser, T-Mobile PCS Holdings LLC, as servicer and T-Mobile US, Inc. as performance guarantor.
|
|
|
|
|
|
|
|
X
|
31.1
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Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1*
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Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document.
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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X
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T-MOBILE US, INC.
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October 28, 2014
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/s/ J. Braxton Carter
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J. Braxton Carter
Executive Vice President and Chief Financial Officer (Duly Authorized Officer)
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2
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“(b)
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If the Discount Ledger Balance is less than 1.75% of the Maximum Sales Amount on any Settlement Date (after giving effect to any adjustments to the Discount Ledger Balance on such Settlement Date), upon notice by the Funding Seller to the Bank Purchasing Agent and the Bank Purchasers on such Settlement Date, the Discount Rate shall be increased to a percentage determined by the Funding Seller, and the Level 4 Reserve Percentage shall be decreased by an amount equal to 1.25 multiplied by such increase in the Discount Rate; provided that the Level 4 Reserve Percentage for any Settlement Date and any Batch shall not be less than the numerical percentage prescribed by the definition of the term “Level 4 Reserve Percentage” for such Settlement Date and such Batch without giving effect to any increase or decrease to such percentage that may have been effected pursuant to this Section 5.5. Such adjustment shall be prospective in nature and shall only apply to succeeding Collection Periods after the adjustment is made.”
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3
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“(l)
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the three-month rolling average Write-Off Ratio on any Settlement Date exceeds 4.50% unless such breach (A) shall have been caused only by technical reasons (such as a change in information technology systems or procedures) and (B) shall be cured within 60 days; or”
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4
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1.
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I have reviewed this quarterly report on
Form 10-Q
of T-Mobile US, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ John J. Legere
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John J. Legere
President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on
Form 10-Q
of T-Mobile US, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ J. Braxton Carter
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J. Braxton Carter
Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ John J. Legere
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John J. Legere
President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ J. Braxton Carter
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J. Braxton Carter
Executive Vice President and Chief Financial Officer
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