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, 2015
|
|
Common Stock, $0.00001 par value per share
|
|
816,037,384
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
(in millions, except share and per share amounts)
|
September 30,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,633
|
|
|
$
|
5,315
|
|
Accounts receivable, net of allowances of $101 and $83
|
1,810
|
|
|
1,865
|
|
||
Equipment installment plan receivables, net
|
3,397
|
|
|
3,062
|
|
||
Accounts receivable from affiliates
|
32
|
|
|
76
|
|
||
Inventories
|
1,236
|
|
|
1,085
|
|
||
Deferred tax assets, net
|
1,658
|
|
|
988
|
|
||
Other current assets
|
1,890
|
|
|
1,593
|
|
||
Total current assets
|
12,656
|
|
|
13,984
|
|
||
Property and equipment, net
|
18,101
|
|
|
16,245
|
|
||
Goodwill
|
1,683
|
|
|
1,683
|
|
||
Spectrum licenses
|
23,646
|
|
|
21,955
|
|
||
Other intangible assets, net
|
662
|
|
|
870
|
|
||
Equipment installment plan receivables due after one year, net
|
1,374
|
|
|
1,628
|
|
||
Other assets
|
351
|
|
|
288
|
|
||
Total assets
|
$
|
58,473
|
|
|
$
|
56,653
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
7,474
|
|
|
$
|
7,364
|
|
Current payables to affiliates
|
196
|
|
|
231
|
|
||
Short-term debt
|
114
|
|
|
87
|
|
||
Deferred revenue
|
649
|
|
|
459
|
|
||
Other current liabilities
|
410
|
|
|
635
|
|
||
Total current liabilities
|
8,843
|
|
|
8,776
|
|
||
Long-term debt
|
16,442
|
|
|
16,273
|
|
||
Long-term debt to affiliates
|
5,600
|
|
|
5,600
|
|
||
Long-term financial obligation
|
2,528
|
|
|
2,521
|
|
||
Deferred tax liabilities
|
5,566
|
|
|
4,873
|
|
||
Deferred rents
|
2,447
|
|
|
2,331
|
|
||
Other long-term liabilities
|
795
|
|
|
616
|
|
||
Total long-term liabilities
|
33,378
|
|
|
32,214
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
||||
5.50% Mandatory Convertible Preferred Stock Series A, par value $0.00001 per share, 100,000,000 shares authorized; 20,000,000 and 20,000,000 shares issued and outstanding; $1,000 and $1,000 aggregate liquidation value
|
—
|
|
|
—
|
|
||
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 817,406,151 and 808,851,108 shares issued, 816,023,646 and 807,468,603 shares outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
38,658
|
|
|
38,503
|
|
||
Treasury stock, at cost, 1,382,505 and 1,382,505 shares issued
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
(1
|
)
|
|
1
|
|
||
Accumulated deficit
|
(22,405
|
)
|
|
(22,841
|
)
|
||
Total stockholders' equity
|
16,252
|
|
|
15,663
|
|
||
Total liabilities and stockholders' equity
|
$
|
58,473
|
|
|
$
|
56,653
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except shares and per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Branded postpaid revenues
|
$
|
4,197
|
|
|
$
|
3,670
|
|
|
$
|
12,046
|
|
|
$
|
10,628
|
|
Branded prepaid revenues
|
1,894
|
|
|
1,790
|
|
|
5,597
|
|
|
5,174
|
|
||||
Wholesale revenues
|
170
|
|
|
171
|
|
|
492
|
|
|
517
|
|
||||
Roaming and other service revenues
|
41
|
|
|
53
|
|
|
130
|
|
|
186
|
|
||||
Total service revenues
|
6,302
|
|
|
5,684
|
|
|
18,265
|
|
|
16,505
|
|
||||
Equipment revenues
|
1,416
|
|
|
1,561
|
|
|
5,182
|
|
|
4,609
|
|
||||
Other revenues
|
131
|
|
|
105
|
|
|
359
|
|
|
296
|
|
||||
Total revenues
|
7,849
|
|
|
7,350
|
|
|
23,806
|
|
|
21,410
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,378
|
|
|
1,488
|
|
|
4,170
|
|
|
4,405
|
|
||||
Cost of equipment sales
|
1,985
|
|
|
2,308
|
|
|
7,325
|
|
|
6,809
|
|
||||
Selling, general and administrative
|
2,624
|
|
|
2,283
|
|
|
7,434
|
|
|
6,530
|
|
||||
Depreciation and amortization
|
1,157
|
|
|
1,138
|
|
|
3,319
|
|
|
3,322
|
|
||||
Cost of MetroPCS business combination
|
193
|
|
|
97
|
|
|
355
|
|
|
131
|
|
||||
Gains on disposal of spectrum licenses
|
(1
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|
(770
|
)
|
||||
Total operating expenses
|
7,336
|
|
|
7,301
|
|
|
22,579
|
|
|
20,427
|
|
||||
Operating income
|
513
|
|
|
49
|
|
|
1,227
|
|
|
983
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense to affiliates
|
(121
|
)
|
|
(83
|
)
|
|
(277
|
)
|
|
(186
|
)
|
||||
Interest expense
|
(262
|
)
|
|
(260
|
)
|
|
(780
|
)
|
|
(807
|
)
|
||||
Interest income
|
109
|
|
|
97
|
|
|
335
|
|
|
255
|
|
||||
Other expense, net
|
(1
|
)
|
|
(14
|
)
|
|
(8
|
)
|
|
(32
|
)
|
||||
Total other expense, net
|
(275
|
)
|
|
(260
|
)
|
|
(730
|
)
|
|
(770
|
)
|
||||
Income (loss) before income taxes
|
238
|
|
|
(211
|
)
|
|
497
|
|
|
213
|
|
||||
Income tax expense (benefit)
|
100
|
|
|
(117
|
)
|
|
61
|
|
|
67
|
|
||||
Net income (loss)
|
138
|
|
|
(94
|
)
|
|
436
|
|
|
146
|
|
||||
Dividends on preferred stock
|
(13
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
125
|
|
|
$
|
(94
|
)
|
|
$
|
395
|
|
|
$
|
146
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax effect of ($1), $0, ($2) and ($1)
|
(2
|
)
|
|
1
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(2
|
)
|
|
1
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Total comprehensive income (loss)
|
$
|
136
|
|
|
$
|
(93
|
)
|
|
$
|
434
|
|
|
$
|
144
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.15
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.49
|
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.48
|
|
|
$
|
0.18
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
815,069,272
|
|
|
807,221,761
|
|
|
811,783,620
|
|
|
804,572,685
|
|
||||
Diluted
|
822,017,220
|
|
|
807,221,761
|
|
|
820,514,748
|
|
|
813,507,827
|
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
3,181
|
|
|
$
|
2,791
|
|
|
|
|
|
||||
Investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(3,293
|
)
|
|
(3,018
|
)
|
||
Purchases of spectrum licenses and other intangible assets
|
(1,938
|
)
|
|
(2,390
|
)
|
||
Other, net
|
(7
|
)
|
|
(32
|
)
|
||
Net cash used in investing activities
|
(5,238
|
)
|
|
(5,440
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,993
|
|
||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
(563
|
)
|
|
(414
|
)
|
||
Other, net
|
(62
|
)
|
|
(34
|
)
|
||
Net cash provided by (used in) financing activities
|
(625
|
)
|
|
2,545
|
|
||
|
|
|
|
||||
Change in cash and cash equivalents
|
(2,682
|
)
|
|
(104
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
5,315
|
|
|
5,891
|
|
||
End of period
|
$
|
2,633
|
|
|
$
|
5,787
|
|
(in millions)
|
September 30,
2015 |
||
Leased devices, gross
|
$
|
814
|
|
Accumulated depreciation
|
(50
|
)
|
|
Leased devices, net
|
$
|
764
|
|
(in millions)
|
Total
|
||
Twelve Months Ending September 30,
|
|
||
2016
|
$
|
298
|
|
2017
|
141
|
|
|
Total
|
$
|
439
|
|
(in millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||
EIP receivables, gross
|
$
|
5,193
|
|
|
$
|
5,138
|
|
Unamortized imputed discount
|
(285
|
)
|
|
(332
|
)
|
||
EIP receivables, net of unamortized imputed discount
|
4,908
|
|
|
4,806
|
|
||
Allowance for credit losses
|
(137
|
)
|
|
(116
|
)
|
||
EIP receivables, net
|
$
|
4,771
|
|
|
$
|
4,690
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Equipment installment plan receivables, net
|
$
|
3,397
|
|
|
$
|
3,062
|
|
Equipment installment plan receivables due after one year, net
|
1,374
|
|
|
1,628
|
|
||
EIP receivables, net
|
$
|
4,771
|
|
|
$
|
4,690
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(in millions)
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
Unbilled
|
$
|
2,543
|
|
|
$
|
2,297
|
|
|
$
|
4,840
|
|
|
$
|
2,639
|
|
|
$
|
2,213
|
|
|
$
|
4,852
|
|
Billed – Current
|
118
|
|
|
116
|
|
|
234
|
|
|
104
|
|
|
95
|
|
|
199
|
|
||||||
Billed – Past Due
|
46
|
|
|
73
|
|
|
119
|
|
|
35
|
|
|
52
|
|
|
87
|
|
||||||
EIP receivables, gross
|
$
|
2,707
|
|
|
$
|
2,486
|
|
|
$
|
5,193
|
|
|
$
|
2,778
|
|
|
$
|
2,360
|
|
|
$
|
5,138
|
|
(in millions)
|
September 30,
2015 |
||
Imputed discount and allowance for credit losses, beginning of period
|
$
|
448
|
|
Bad debt expense
|
269
|
|
|
Write-offs, net of recoveries
|
(248
|
)
|
|
Change in imputed discount on short-term and long-term EIP receivables
|
(47
|
)
|
|
Imputed discount and allowance for credit losses, end of period
|
$
|
422
|
|
(in millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||
Derecognized net receivables
|
$
|
862
|
|
|
$
|
768
|
|
Net cash proceeds since inception
|
591
|
|
|
610
|
|
||
Other current assets
|
250
|
|
|
204
|
|
||
Accounts payable and accrued liabilities
|
2
|
|
|
13
|
|
||
Other current liabilities
|
4
|
|
|
55
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
(in millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term debt to third parties principal, excluding capital leases
|
$
|
15,600
|
|
|
$
|
15,512
|
|
|
$
|
15,600
|
|
|
$
|
16,034
|
|
Long-term debt to affiliates
|
5,600
|
|
|
5,784
|
|
|
5,600
|
|
|
5,780
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except shares and per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
138
|
|
|
$
|
(94
|
)
|
|
$
|
436
|
|
|
$
|
146
|
|
Dividends on preferred stock
|
(13
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
125
|
|
|
$
|
(94
|
)
|
|
$
|
395
|
|
|
$
|
146
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
815,069,272
|
|
|
807,221,761
|
|
|
811,783,620
|
|
|
804,572,685
|
|
||||
Dilutive effect of outstanding stock options and unvested stock awards
|
6,947,948
|
|
|
—
|
|
|
8,731,128
|
|
|
8,935,142
|
|
||||
Weighted average shares outstanding - diluted
|
822,017,220
|
|
|
807,221,761
|
|
|
820,514,748
|
|
|
813,507,827
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - basic
|
$
|
0.15
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.49
|
|
|
$
|
0.18
|
|
Earnings (loss) per share - diluted
|
$
|
0.15
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.48
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
||||||||
Potentially dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Outstanding stock options and unvested stock awards
|
576,408
|
|
|
21,291,617
|
|
|
1,289,514
|
|
|
1,414,894
|
|
||||
Preferred stock common stock equivalents
|
32,237,266
|
|
|
—
|
|
|
32,237,266
|
|
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Network decommissioning costs, including effects of certain items
|
$
|
193
|
|
|
$
|
97
|
|
|
$
|
355
|
|
|
$
|
97
|
|
(in millions)
|
September 30,
2015 |
||
Balances, beginning of period
|
$
|
239
|
|
Network decommissioning costs, excluding effects of certain items
|
331
|
|
|
Cash payments
|
(126
|
)
|
|
Balances, end of period
|
$
|
444
|
|
|
|
||
Classified on the balance sheet as:
|
|
||
Accounts payable and accrued liabilities
|
$
|
148
|
|
Other long-term liabilities
|
296
|
|
|
Network decommissioning liabilities
|
$
|
444
|
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Interest and income tax payments:
|
|
|
|
||||
Interest payments, net of amounts capitalized
|
$
|
969
|
|
|
$
|
1,008
|
|
Income tax payments
|
41
|
|
|
23
|
|
||
Noncash investing and financing activities:
|
|
|
|
||||
Increase in accounts payable and accrued liabilities for purchases of property and equipment
|
94
|
|
|
235
|
|
||
Leased devices transferred from inventory to property and equipment, net of returns
|
822
|
|
|
—
|
|
||
Issuance of short-term debt for financing of property and equipment purchases
|
500
|
|
|
256
|
|
||
Assets acquired under capital lease obligations
|
309
|
|
|
73
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
390
|
|
|
$
|
888
|
|
|
$
|
1,300
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
2,633
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
1,597
|
|
|
213
|
|
|
—
|
|
|
1,810
|
|
||||||
Equipment installment plan receivables, net
|
—
|
|
|
—
|
|
|
3,397
|
|
|
—
|
|
|
—
|
|
|
3,397
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
1,236
|
|
|
—
|
|
|
—
|
|
|
1,236
|
|
||||||
Deferred tax assets, net
|
—
|
|
|
—
|
|
|
1,658
|
|
|
—
|
|
|
—
|
|
|
1,658
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
1,611
|
|
|
279
|
|
|
—
|
|
|
1,890
|
|
||||||
Total current assets
|
390
|
|
|
888
|
|
|
10,831
|
|
|
547
|
|
|
—
|
|
|
12,656
|
|
||||||
Property and equipment, net (1)
|
—
|
|
|
—
|
|
|
17,627
|
|
|
474
|
|
|
—
|
|
|
18,101
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
23,646
|
|
|
—
|
|
|
—
|
|
|
23,646
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
662
|
|
|
—
|
|
|
—
|
|
|
662
|
|
||||||
Investments in subsidiaries, net
|
15,863
|
|
|
31,618
|
|
|
—
|
|
|
—
|
|
|
(47,481
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
5,275
|
|
|
—
|
|
|
—
|
|
|
(5,275
|
)
|
|
—
|
|
||||||
Equipment installment plan receivables due after one year, net
|
—
|
|
|
—
|
|
|
1,374
|
|
|
—
|
|
|
—
|
|
|
1,374
|
|
||||||
Other assets
|
2
|
|
|
17
|
|
|
322
|
|
|
162
|
|
|
(152
|
)
|
|
351
|
|
||||||
Total assets
|
$
|
16,255
|
|
|
$
|
37,798
|
|
|
$
|
56,145
|
|
|
$
|
1,183
|
|
|
$
|
(52,908
|
)
|
|
$
|
58,473
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
246
|
|
|
$
|
7,010
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
7,474
|
|
Current payables to affiliates
|
—
|
|
|
144
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
196
|
|
||||||
Short-term debt
|
—
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
649
|
|
|
—
|
|
|
—
|
|
|
649
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
406
|
|
|
4
|
|
|
—
|
|
|
410
|
|
||||||
Total current liabilities
|
—
|
|
|
390
|
|
|
8,231
|
|
|
222
|
|
|
—
|
|
|
8,843
|
|
||||||
Long-term debt
|
—
|
|
|
15,859
|
|
|
583
|
|
|
—
|
|
|
—
|
|
|
16,442
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Long-term financial obligation (1)
|
—
|
|
|
—
|
|
|
272
|
|
|
2,256
|
|
|
—
|
|
|
2,528
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
5,718
|
|
|
—
|
|
|
(152
|
)
|
|
5,566
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
2,447
|
|
|
—
|
|
|
—
|
|
|
2,447
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
708
|
|
|
—
|
|
|
(708
|
)
|
|
—
|
|
||||||
Intercompany payables
|
3
|
|
|
—
|
|
|
5,128
|
|
|
144
|
|
|
(5,275
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
86
|
|
|
709
|
|
|
—
|
|
|
—
|
|
|
795
|
|
||||||
Total long-term liabilities
|
3
|
|
|
21,545
|
|
|
15,565
|
|
|
2,400
|
|
|
(6,135
|
)
|
|
33,378
|
|
||||||
Total stockholders' equity
|
16,252
|
|
|
15,863
|
|
|
32,349
|
|
|
(1,439
|
)
|
|
(46,773
|
)
|
|
16,252
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
16,255
|
|
|
$
|
37,798
|
|
|
$
|
56,145
|
|
|
$
|
1,183
|
|
|
$
|
(52,908
|
)
|
|
$
|
58,473
|
|
(1)
|
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the Tower Transaction. See Note 9 – Tower Transaction and Related Long-Term Financial Obligation included in the Annual Report on Form 10-K for the year ended
December 31, 2014
.
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
2,278
|
|
|
$
|
2,246
|
|
|
$
|
697
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
5,315
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
1,817
|
|
|
48
|
|
|
—
|
|
|
1,865
|
|
||||||
Equipment installment plan receivables, net
|
—
|
|
|
—
|
|
|
3,062
|
|
|
—
|
|
|
—
|
|
|
3,062
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
1,085
|
|
|
—
|
|
|
—
|
|
|
1,085
|
|
||||||
Deferred tax assets, net
|
—
|
|
|
—
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|
988
|
|
||||||
Other current assets
|
—
|
|
|
3
|
|
|
1,341
|
|
|
249
|
|
|
—
|
|
|
1,593
|
|
||||||
Total current assets
|
2,278
|
|
|
2,249
|
|
|
9,066
|
|
|
391
|
|
|
—
|
|
|
13,984
|
|
||||||
Property and equipment, net (1)
|
—
|
|
|
—
|
|
|
15,708
|
|
|
537
|
|
|
—
|
|
|
16,245
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
21,955
|
|
|
—
|
|
|
—
|
|
|
21,955
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
870
|
|
|
—
|
|
|
—
|
|
|
870
|
|
||||||
Investments in subsidiaries, net
|
13,470
|
|
|
30,385
|
|
|
—
|
|
|
—
|
|
|
(43,855
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
2,773
|
|
|
—
|
|
|
—
|
|
|
(2,773
|
)
|
|
—
|
|
||||||
Equipment installment plan receivables due after one year, net
|
—
|
|
|
—
|
|
|
1,628
|
|
|
—
|
|
|
—
|
|
|
1,628
|
|
||||||
Other assets
|
2
|
|
|
17
|
|
|
259
|
|
|
124
|
|
|
(114
|
)
|
|
288
|
|
||||||
Total assets
|
$
|
15,750
|
|
|
$
|
35,424
|
|
|
$
|
51,169
|
|
|
$
|
1,052
|
|
|
$
|
(46,742
|
)
|
|
$
|
56,653
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
6,914
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
7,364
|
|
Current payables to affiliates
|
—
|
|
|
56
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
231
|
|
||||||
Short-term debt
|
—
|
|
|
63
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
459
|
|
|
—
|
|
|
—
|
|
|
459
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
580
|
|
|
55
|
|
|
—
|
|
|
635
|
|
||||||
Total current liabilities
|
—
|
|
|
468
|
|
|
8,152
|
|
|
156
|
|
|
—
|
|
|
8,776
|
|
||||||
Long-term debt
|
—
|
|
|
15,886
|
|
|
387
|
|
|
—
|
|
|
—
|
|
|
16,273
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Long-term financial obligation (1)
|
—
|
|
|
—
|
|
|
271
|
|
|
2,250
|
|
|
—
|
|
|
2,521
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,987
|
|
|
—
|
|
|
(114
|
)
|
|
4,873
|
|
||||||
Deferred rents
|
—
|
|
|
—
|
|
|
2,331
|
|
|
—
|
|
|
—
|
|
|
2,331
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
780
|
|
|
—
|
|
|
(780
|
)
|
|
—
|
|
||||||
Intercompany payables
|
87
|
|
|
—
|
|
|
2,589
|
|
|
97
|
|
|
(2,773
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
616
|
|
||||||
Total long-term liabilities
|
87
|
|
|
21,486
|
|
|
11,961
|
|
|
2,347
|
|
|
(3,667
|
)
|
|
32,214
|
|
||||||
Total stockholders' equity
|
15,663
|
|
|
13,470
|
|
|
31,056
|
|
|
(1,451
|
)
|
|
(43,075
|
)
|
|
15,663
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
15,750
|
|
|
$
|
35,424
|
|
|
$
|
51,169
|
|
|
$
|
1,052
|
|
|
$
|
(46,742
|
)
|
|
$
|
56,653
|
|
(1)
|
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the Tower Transaction. See Note 9 – Tower Transaction and Related Long-Term Financial Obligation included in the Annual Report on Form 10-K for the year ended
December 31, 2014
.
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,029
|
|
|
$
|
428
|
|
|
$
|
(155
|
)
|
|
$
|
6,302
|
|
Equipment revenues
|
—
|
|
|
—
|
|
|
1,546
|
|
|
—
|
|
|
(130
|
)
|
|
1,416
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
92
|
|
|
42
|
|
|
(3
|
)
|
|
131
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
7,667
|
|
|
470
|
|
|
(288
|
)
|
|
7,849
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
1,372
|
|
|
6
|
|
|
—
|
|
|
1,378
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
1,928
|
|
|
188
|
|
|
(131
|
)
|
|
1,985
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
2,601
|
|
|
180
|
|
|
(157
|
)
|
|
2,624
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1,137
|
|
|
20
|
|
|
—
|
|
|
1,157
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
193
|
|
||||||
Gains on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
7,230
|
|
|
394
|
|
|
(288
|
)
|
|
7,336
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
437
|
|
|
76
|
|
|
—
|
|
|
513
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
||||||
Interest expense
|
—
|
|
|
(205
|
)
|
|
(10
|
)
|
|
(47
|
)
|
|
—
|
|
|
(262
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
||||||
Other expense, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(327
|
)
|
|
99
|
|
|
(47
|
)
|
|
—
|
|
|
(275
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(327
|
)
|
|
536
|
|
|
29
|
|
|
—
|
|
|
238
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
82
|
|
|
18
|
|
|
—
|
|
|
100
|
|
||||||
Earnings (loss) of subsidiaries
|
138
|
|
|
465
|
|
|
(10
|
)
|
|
—
|
|
|
(593
|
)
|
|
—
|
|
||||||
Net income
|
138
|
|
|
138
|
|
|
444
|
|
|
11
|
|
|
(593
|
)
|
|
138
|
|
||||||
Dividends on preferred stock
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Net income attributable to common stockholders
|
$
|
125
|
|
|
$
|
138
|
|
|
$
|
444
|
|
|
$
|
11
|
|
|
$
|
(593
|
)
|
|
$
|
125
|
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss, net of tax
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
||||||
Total comprehensive income
|
$
|
136
|
|
|
$
|
136
|
|
|
$
|
442
|
|
|
$
|
11
|
|
|
$
|
(589
|
)
|
|
$
|
136
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,449
|
|
|
$
|
346
|
|
|
$
|
(111
|
)
|
|
$
|
5,684
|
|
Equipment revenues
|
—
|
|
|
—
|
|
|
1,697
|
|
|
—
|
|
|
(136
|
)
|
|
1,561
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
74
|
|
|
34
|
|
|
(3
|
)
|
|
105
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
7,220
|
|
|
380
|
|
|
(250
|
)
|
|
7,350
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
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 (expense), net
|
—
|
|
|
(17
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(304
|
)
|
|
89
|
|
|
(45
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(304
|
)
|
|
131
|
|
|
(38
|
)
|
|
—
|
|
|
(211
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
(14
|
)
|
|
—
|
|
|
(117
|
)
|
||||||
Earnings (loss) of subsidiaries
|
(94
|
)
|
|
110
|
|
|
(13
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||
Net income (loss)
|
$
|
(94
|
)
|
|
$
|
(194
|
)
|
|
$
|
221
|
|
|
$
|
(24
|
)
|
|
$
|
(3
|
)
|
|
$
|
(94
|
)
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income, net of tax
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
||||||
Total comprehensive income (loss)
|
$
|
(93
|
)
|
|
$
|
(193
|
)
|
|
$
|
222
|
|
|
$
|
(24
|
)
|
|
$
|
(5
|
)
|
|
$
|
(93
|
)
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,470
|
|
|
$
|
1,227
|
|
|
$
|
(432
|
)
|
|
$
|
18,265
|
|
Equipment revenues
|
—
|
|
|
—
|
|
|
5,507
|
|
|
—
|
|
|
(325
|
)
|
|
5,182
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
243
|
|
|
126
|
|
|
(10
|
)
|
|
359
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
23,220
|
|
|
1,353
|
|
|
(767
|
)
|
|
23,806
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
4,152
|
|
|
18
|
|
|
—
|
|
|
4,170
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
7,120
|
|
|
531
|
|
|
(326
|
)
|
|
7,325
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
7,347
|
|
|
528
|
|
|
(441
|
)
|
|
7,434
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
3,256
|
|
|
63
|
|
|
—
|
|
|
3,319
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
355
|
|
|
—
|
|
|
—
|
|
|
355
|
|
||||||
Gains on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
22,206
|
|
|
1,140
|
|
|
(767
|
)
|
|
22,579
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
1,014
|
|
|
213
|
|
|
—
|
|
|
1,227
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense to affiliates
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
||||||
Interest expense
|
—
|
|
|
(606
|
)
|
|
(33
|
)
|
|
(141
|
)
|
|
—
|
|
|
(780
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
335
|
|
||||||
Other income (expense), net
|
—
|
|
|
(9
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(892
|
)
|
|
303
|
|
|
(141
|
)
|
|
—
|
|
|
(730
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(892
|
)
|
|
1,317
|
|
|
72
|
|
|
—
|
|
|
497
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
33
|
|
|
28
|
|
|
—
|
|
|
61
|
|
||||||
Earnings (loss) of subsidiaries
|
436
|
|
|
1,328
|
|
|
(35
|
)
|
|
—
|
|
|
(1,729
|
)
|
|
—
|
|
||||||
Net income
|
436
|
|
|
436
|
|
|
1,249
|
|
|
44
|
|
|
(1,729
|
)
|
|
436
|
|
||||||
Dividends on preferred stock
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Net income attributable to common stockholders
|
$
|
395
|
|
|
$
|
436
|
|
|
$
|
1,249
|
|
|
$
|
44
|
|
|
$
|
(1,729
|
)
|
|
$
|
395
|
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss, net of tax
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
||||||
Total comprehensive income
|
$
|
434
|
|
|
$
|
434
|
|
|
$
|
1,247
|
|
|
$
|
44
|
|
|
$
|
(1,725
|
)
|
|
$
|
434
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,858
|
|
|
$
|
934
|
|
|
$
|
(287
|
)
|
|
$
|
16,505
|
|
Equipment revenues
|
—
|
|
|
—
|
|
|
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, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
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 (expense), net
|
—
|
|
|
(39
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(855
|
)
|
|
218
|
|
|
(133
|
)
|
|
—
|
|
|
(770
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(855
|
)
|
|
1,158
|
|
|
(90
|
)
|
|
—
|
|
|
213
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
103
|
|
|
(36
|
)
|
|
—
|
|
|
67
|
|
||||||
Earnings (loss) of subsidiaries
|
146
|
|
|
901
|
|
|
(40
|
)
|
|
—
|
|
|
(1,007
|
)
|
|
—
|
|
||||||
Net income (loss)
|
$
|
146
|
|
|
$
|
46
|
|
|
$
|
1,015
|
|
|
$
|
(54
|
)
|
|
$
|
(1,007
|
)
|
|
$
|
146
|
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss, net of tax
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
||||||
Total comprehensive income (loss)
|
$
|
144
|
|
|
$
|
44
|
|
|
$
|
1,013
|
|
|
$
|
(54
|
)
|
|
$
|
(1,003
|
)
|
|
$
|
144
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(2
|
)
|
|
$
|
(3,263
|
)
|
|
$
|
6,485
|
|
|
$
|
106
|
|
|
$
|
(145
|
)
|
|
$
|
3,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(3,293
|
)
|
|
—
|
|
|
—
|
|
|
(3,293
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets
|
—
|
|
|
—
|
|
|
(1,938
|
)
|
|
—
|
|
|
—
|
|
|
(1,938
|
)
|
||||||
Investment in subsidiaries
|
(1,905
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||
Net cash used in investing activities
|
(1,905
|
)
|
|
—
|
|
|
(5,238
|
)
|
|
—
|
|
|
1,905
|
|
|
(5,238
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from capital contribution
|
—
|
|
|
1,905
|
|
|
—
|
|
|
—
|
|
|
(1,905
|
)
|
|
—
|
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
—
|
|
|
—
|
|
|
(563
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
145
|
|
|
—
|
|
||||||
Other, net
|
19
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
||||||
Net cash provided by (used in) financing activities
|
19
|
|
|
1,905
|
|
|
(644
|
)
|
|
(145
|
)
|
|
(1,760
|
)
|
|
(625
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in cash and cash equivalents
|
(1,888
|
)
|
|
(1,358
|
)
|
|
603
|
|
|
(39
|
)
|
|
—
|
|
|
(2,682
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
2,278
|
|
|
2,246
|
|
|
697
|
|
|
94
|
|
|
—
|
|
|
5,315
|
|
||||||
End of period
|
$
|
390
|
|
|
$
|
888
|
|
|
$
|
1,300
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
2,633
|
|
(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
|
)
|
||||||
Investments in subsidiaries
|
(1,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||||
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
|
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
—
|
|
|
(414
|
)
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
||||||
Other, net
|
25
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
||||||
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
|
|
•
|
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 and business technologies;
|
•
|
the impact on our networks and business from major technology equipment failures;
|
•
|
breaches of our and/or our third party vendors’ networks, information technology and data security;
|
•
|
natural disasters, terrorist attacks or similar incidents;
|
•
|
existing or future litigation;
|
•
|
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.
|
•
|
Data Stash
TM
– In December 2014, we introduced phase 8.0, giving customers the ability to roll their unused high-speed data automatically each month into a personal Data Stash so they can use it when they need it for up to a year as long as the customer remains on an eligible rate plan. Beginning in 2015, we provide a one-time Free Data Stash to start with of 10GB of LTE data, which will expire at the end of 2015, to postpaid Simple Choice
TM
or prepaid customers who have purchased additional qualified LTE data plans. Once the 10GB of LTE data is used, Data Stash will be automatically available at no extra charge. T-Mobile recognizes service revenues for Data Stash plans when such services are delivered and the data is consumed, or at time of forfeiture or expiration. Revenues relating to unused data that is carried over to the following month are deferred and valued based on their relative standalone selling price.
|
•
|
Un-carrier for Business
TM
– In March 2015, we introduced phase 9.0, a set of simple, transparent, and affordable rate plans that provide all Simple Choice postpaid business customers with unlimited talk and text, and up to 1GB of LTE data. Additional data can either be purchased on a per line or pooled basis. We are also partnering with GoDaddy and Microsoft to provide a valuable array of mobile business tools free of charge, as well as extending a benefit to families by counting a company-paid line as the first line on a Simple Choice
family account.
|
•
|
Un-contract
TM
and Carrier Freedom
TM
– In March 2015, in addition to phase 9.0 - Un-carrier for Business, we unveiled two major initiatives for consumers. The Un-contract initiative is a guarantee to all branded postpaid Simple Choice customers that their rates will never increase as long as they remain a customer, even for those on promotional plans. Unlimited LTE rate plans are guaranteed for a minimum of two years. With the Carrier Freedom initiative, we will pay off outstanding device payments of up to $650 when customers switch to T-Mobile and trade in their current phone.
|
•
|
JUMP! On Demand
TM
– In June 2015, we updated Un-carrier 2.0 JUMP! by introducing JUMP! On Demand. With JUMP! On Demand, a low monthly payment covers the cost of leasing a new higher-end device and gives customers the freedom to swap it for a new one with no extra fee up to three times in twelve months. At lease inception, devices are transferred from inventory to property and equipment. Devices are then depreciated to their estimated residual value and revenues associated with the leased devices are recognized over the term of the lease. Upon device upgrade or at lease end, customers must return or purchase their devices. Returned devices are valued at the lower of cost or market with any write down to market recognized as cost of equipment sales.
|
•
|
Mobile without Borders
– In July 2015, we updated Un-carrier 1.0 Simple Choice by extending coverage and calling across the U.S., Mexico and Canada for all Simple Choice customers at no extra charge. The upgrade makes Simple Choice the first wireless plan to span the entire North America continent.
|
•
|
10GB for All
– In July 2015, we updated our Family Plan program to enable every family plan customer to get 10GB of LTE data at an attractive rate. Plans start at $100 per month for two lines each with 10GB of LTE data and each additional line with 10GB of LTE data for $20 per month. For a limited time, customers can get the fourth line free with no expiration date.
|
•
|
Amping Music Freedom and iPhone
®
– In July 2015, we updated Un-carrier 6.0 Music Freedom by adding Apple
®
Music to our list of services that stream free on T-Mobile. In addition, every eligible customer who received a new iPhone 6 with JUMP! On Demand this summer locked in the promotional price of $15 per month and can simply swap it for the iPhone 6S, if they upgrade before the end of the year.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Branded postpaid revenues
|
$
|
4,197
|
|
|
$
|
3,670
|
|
|
14
|
%
|
|
$
|
12,046
|
|
|
$
|
10,628
|
|
|
13
|
%
|
Branded prepaid revenues
|
1,894
|
|
|
1,790
|
|
|
6
|
%
|
|
5,597
|
|
|
5,174
|
|
|
8
|
%
|
||||
Wholesale revenues
|
170
|
|
|
171
|
|
|
(1
|
)%
|
|
492
|
|
|
517
|
|
|
(5
|
)%
|
||||
Roaming and other service revenues
|
41
|
|
|
53
|
|
|
(23
|
)%
|
|
130
|
|
|
186
|
|
|
(30
|
)%
|
||||
Total service revenues
|
6,302
|
|
|
5,684
|
|
|
11
|
%
|
|
18,265
|
|
|
16,505
|
|
|
11
|
%
|
||||
Equipment revenues
|
1,416
|
|
|
1,561
|
|
|
(9
|
)%
|
|
5,182
|
|
|
4,609
|
|
|
12
|
%
|
||||
Other revenues
|
131
|
|
|
105
|
|
|
25
|
%
|
|
359
|
|
|
296
|
|
|
21
|
%
|
||||
Total revenues
|
7,849
|
|
|
7,350
|
|
|
7
|
%
|
|
23,806
|
|
|
21,410
|
|
|
11
|
%
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,378
|
|
|
1,488
|
|
|
(7
|
)%
|
|
4,170
|
|
|
4,405
|
|
|
(5
|
)%
|
||||
Cost of equipment sales
|
1,985
|
|
|
2,308
|
|
|
(14
|
)%
|
|
7,325
|
|
|
6,809
|
|
|
8
|
%
|
||||
Selling, general and administrative
|
2,624
|
|
|
2,283
|
|
|
15
|
%
|
|
7,434
|
|
|
6,530
|
|
|
14
|
%
|
||||
Depreciation and amortization
|
1,157
|
|
|
1,138
|
|
|
2
|
%
|
|
3,319
|
|
|
3,322
|
|
|
NM
|
|
||||
Cost of MetroPCS business combination
|
193
|
|
|
97
|
|
|
99
|
%
|
|
355
|
|
|
131
|
|
|
NM
|
|
||||
Gains on disposal of spectrum licenses
|
(1
|
)
|
|
(13
|
)
|
|
(92
|
)%
|
|
(24
|
)
|
|
(770
|
)
|
|
(97
|
)%
|
||||
Total operating expenses
|
7,336
|
|
|
7,301
|
|
|
NM
|
|
|
22,579
|
|
|
20,427
|
|
|
11
|
%
|
||||
Operating income
|
513
|
|
|
49
|
|
|
NM
|
|
|
1,227
|
|
|
983
|
|
|
25
|
%
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense to affiliates
|
(121
|
)
|
|
(83
|
)
|
|
46
|
%
|
|
(277
|
)
|
|
(186
|
)
|
|
49
|
%
|
||||
Interest expense
|
(262
|
)
|
|
(260
|
)
|
|
1
|
%
|
|
(780
|
)
|
|
(807
|
)
|
|
(3
|
)%
|
||||
Interest income
|
109
|
|
|
97
|
|
|
12
|
%
|
|
335
|
|
|
255
|
|
|
31
|
%
|
||||
Other expense, net
|
(1
|
)
|
|
(14
|
)
|
|
(93
|
)%
|
|
(8
|
)
|
|
(32
|
)
|
|
(75
|
)%
|
||||
Total other expense, net
|
(275
|
)
|
|
(260
|
)
|
|
6
|
%
|
|
(730
|
)
|
|
(770
|
)
|
|
(5
|
)%
|
||||
Income (loss) before income taxes
|
238
|
|
|
(211
|
)
|
|
NM
|
|
|
497
|
|
|
213
|
|
|
NM
|
|
||||
Income tax expense (benefit)
|
100
|
|
|
(117
|
)
|
|
NM
|
|
|
61
|
|
|
67
|
|
|
(9
|
)%
|
||||
Net income (loss)
|
$
|
138
|
|
|
$
|
(94
|
)
|
|
NM
|
|
|
$
|
436
|
|
|
$
|
146
|
|
|
NM
|
|
•
|
Cost of services
consists primarily of costs directly attributable to providing wireless service through the operation of our network, including direct switch and cell site costs, such as rent, network access and transport costs, utilities, maintenance, associated labor costs, long distance costs, regulatory program costs, roaming fees paid to other carriers and data content costs.
|
•
|
Cost of equipment sales
consists primarily of costs of devices and accessories sold to customers and dealers, device costs to fulfill insurance and warranty claims, write-downs of inventory related to shrinkage and obsolescence, and shipping and handling costs.
|
•
|
Selling, general and administrative
consists of costs not directly attributable to providing wireless service for the operation of sales, customer care and corporate activities. These include commissions paid to dealers and retail employees for activations and upgrades, labor and facilities costs associated with retail sales force and administrative space, marketing and promotional costs, customer support and billing, bad debt expense and administrative support activities.
|
(in thousands)
|
September 30,
2015 |
|
September 30,
2014 |
||
Customers, end of period
|
|
|
|
||
Branded postpaid phone customers
|
28,438
|
|
|
24,807
|
|
Branded postpaid mobile broadband customers
|
1,965
|
|
|
1,102
|
|
Total branded postpaid customers
|
30,403
|
|
|
25,909
|
|
Branded prepaid customers
|
17,162
|
|
|
16,050
|
|
Total branded customers
|
47,565
|
|
|
41,959
|
|
Wholesale customers
|
13,655
|
|
|
10,931
|
|
Total customers, end of period
|
61,220
|
|
|
52,890
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Net customer additions
|
|
|
|
|
|
|
|
||||
Branded postpaid phone customers
|
843
|
|
|
1,175
|
|
|
2,594
|
|
|
3,010
|
|
Branded postpaid mobile broadband customers
|
242
|
|
|
204
|
|
|
624
|
|
|
600
|
|
Total branded postpaid customers
|
1,085
|
|
|
1,379
|
|
|
3,218
|
|
|
3,610
|
|
Branded prepaid customers
|
595
|
|
|
411
|
|
|
846
|
|
|
978
|
|
Total branded customers
|
1,680
|
|
|
1,790
|
|
|
4,064
|
|
|
4,588
|
|
Wholesale customers
|
632
|
|
|
555
|
|
|
2,138
|
|
|
1,618
|
|
Total net customer additions
|
2,312
|
|
|
2,345
|
|
|
6,202
|
|
|
6,206
|
|
|
September 30,
2015 |
|
September 30,
2014 |
||
Branded postpaid customers per account
|
2.48
|
|
|
2.29
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||
Branded postpaid phone churn
|
1.46
|
%
|
|
1.64
|
%
|
|
1.36
|
%
|
|
1.53
|
%
|
Branded prepaid churn
|
4.09
|
%
|
|
4.78
|
%
|
|
4.54
|
%
|
|
4.54
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except average number of accounts, ARPA and ABPA)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Calculation of Branded Postpaid ARPA:
|
|
|
|
|
|
|
|
||||||||
Branded postpaid service revenues
|
$
|
4,197
|
|
|
$
|
3,670
|
|
|
$
|
12,046
|
|
|
$
|
10,628
|
|
Divided by: Average number of branded postpaid accounts (in thousands) and number of months in period
|
12,154
|
|
|
11,141
|
|
|
11,922
|
|
|
10,871
|
|
||||
Branded postpaid ARPA
|
$
|
115.10
|
|
|
$
|
109.80
|
|
|
$
|
112.27
|
|
|
$
|
108.63
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Branded Postpaid ABPA:
|
|
|
|
|
|
|
|
||||||||
Branded postpaid service revenues
|
$
|
4,197
|
|
|
$
|
3,670
|
|
|
$
|
12,046
|
|
|
$
|
10,628
|
|
Add: EIP billings and lease revenues
|
1,439
|
|
|
967
|
|
|
4,124
|
|
|
2,434
|
|
||||
Total billings for branded postpaid customers
|
$
|
5,636
|
|
|
$
|
4,637
|
|
|
$
|
16,170
|
|
|
$
|
13,062
|
|
Divided by: Average number of branded postpaid accounts (in thousands) and number of months in period
|
12,154
|
|
|
11,141
|
|
|
11,922
|
|
|
10,871
|
|
||||
Branded postpaid ABPA
|
$
|
154.56
|
|
|
$
|
138.73
|
|
|
$
|
150.70
|
|
|
$
|
133.50
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except average number of customers, ARPU and ABPU)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Calculation of Branded Postpaid Phone ARPU:
|
|
|
|
|
|
|
|
||||||||
Branded postpaid service revenues
|
$
|
4,197
|
|
|
$
|
3,670
|
|
|
$
|
12,046
|
|
|
$
|
10,628
|
|
Less: Branded postpaid mobile broadband revenues
|
(165
|
)
|
|
(68
|
)
|
|
(409
|
)
|
|
(169
|
)
|
||||
Branded postpaid phone service revenues
|
$
|
4,032
|
|
|
$
|
3,602
|
|
|
$
|
11,637
|
|
|
$
|
10,459
|
|
Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
|
28,003
|
|
|
24,091
|
|
|
27,189
|
|
|
23,302
|
|
||||
Branded postpaid phone ARPU
|
$
|
47.99
|
|
|
$
|
49.84
|
|
|
$
|
47.55
|
|
|
$
|
49.87
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Branded Postpaid ABPU:
|
|
|
|
|
|
|
|
||||||||
Branded postpaid service revenues
|
$
|
4,197
|
|
|
$
|
3,670
|
|
|
$
|
12,046
|
|
|
$
|
10,628
|
|
Add: EIP billings and lease revenues
|
1,439
|
|
|
967
|
|
|
4,124
|
|
|
2,434
|
|
||||
Total billings for branded postpaid customers
|
$
|
5,636
|
|
|
$
|
4,637
|
|
|
$
|
16,170
|
|
|
$
|
13,062
|
|
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
|
29,838
|
|
|
25,095
|
|
|
28,784
|
|
|
24,054
|
|
||||
Branded postpaid ABPU
|
$
|
62.96
|
|
|
$
|
61.59
|
|
|
$
|
62.42
|
|
|
$
|
60.34
|
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Branded Prepaid ARPU:
|
|
|
|
|
|
|
|
||||||||
Branded prepaid service revenues
|
$
|
1,894
|
|
|
$
|
1,790
|
|
|
$
|
5,597
|
|
|
$
|
5,174
|
|
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
|
16,853
|
|
|
15,875
|
|
|
16,496
|
|
|
15,555
|
|
||||
Branded prepaid ARPU
|
$
|
37.46
|
|
|
$
|
37.59
|
|
|
$
|
37.70
|
|
|
$
|
36.96
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
138
|
|
|
$
|
(94
|
)
|
|
$
|
436
|
|
|
$
|
146
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Interest expense to affiliates
|
121
|
|
|
83
|
|
|
277
|
|
|
186
|
|
||||
Interest expense
|
262
|
|
|
260
|
|
|
780
|
|
|
807
|
|
||||
Interest income
|
(109
|
)
|
|
(97
|
)
|
|
(335
|
)
|
|
(255
|
)
|
||||
Other expense, net
|
1
|
|
|
14
|
|
|
8
|
|
|
32
|
|
||||
Income tax expense (benefit)
|
100
|
|
|
(117
|
)
|
|
61
|
|
|
67
|
|
||||
Operating income
|
513
|
|
|
49
|
|
|
1,227
|
|
|
983
|
|
||||
Depreciation and amortization
|
1,157
|
|
|
1,138
|
|
|
3,319
|
|
|
3,322
|
|
||||
Cost of MetroPCS business combination
|
193
|
|
|
97
|
|
|
355
|
|
|
131
|
|
||||
Stock based compensation
|
43
|
|
|
45
|
|
|
170
|
|
|
157
|
|
||||
Gains on disposal of spectrum licenses
(1)
|
—
|
|
|
11
|
|
|
—
|
|
|
(720
|
)
|
||||
Other, net
|
2
|
|
|
6
|
|
|
42
|
|
|
12
|
|
||||
Adjusted EBITDA
|
$
|
1,908
|
|
|
$
|
1,346
|
|
|
$
|
5,113
|
|
|
$
|
3,885
|
|
Adjusted EBITDA margin
|
30
|
%
|
|
24
|
%
|
|
28
|
%
|
|
24
|
%
|
(1)
|
Gains on disposal of spectrum licenses may not agree to the
Condensed Consolidated Statements of Comprehensive Income (Loss)
primarily due to certain routine operating activities, such as insignificant or routine spectrum license exchanges that would be expected to reoccur, and are therefore included in Adjusted EBITDA.
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Net cash provided by operating activities
|
$
|
3,181
|
|
|
$
|
2,791
|
|
Purchases of property and equipment
|
(3,293
|
)
|
|
(3,018
|
)
|
||
Free Cash Flow
|
$
|
(112
|
)
|
|
$
|
(227
|
)
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Net cash provided by operating activities
|
$
|
3,181
|
|
|
$
|
2,791
|
|
Net cash used in investing activities
|
(5,238
|
)
|
|
(5,440
|
)
|
||
Net cash provided by (used in) financing activities
|
(625
|
)
|
|
2,545
|
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
July 1, 2015 – July 31, 2015
|
4,325
|
|
|
$
|
39.03
|
|
|
—
|
|
|
—
|
|
August 1, 2015 – August 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
September 1, 2015 – September 30, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
4,325
|
|
|
|
|
—
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
4.1
|
|
Seventh Supplemental Indenture, dated as of September 28, 2015, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
|
|
|
|
|
X
|
4.2
|
|
Tenth Supplemental Indenture, dated as of September 28, 2015, by and among T-Mobile USA, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
|
|
|
|
|
|
|
|
X
|
4.3
|
|
Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among T-Mobile USA, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
|
|
|
|
|
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
|
|
|
T-MOBILE US, INC.
|
|
|
|
October 27, 2015
|
|
/s/ J. Braxton Carter
|
|
|
J. Braxton Carter
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
T-MOBILE LEASING LLC
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
T-MOBILE USA, INC.
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
T-MOBILE US, INC.
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
IBSV LLC
|
|
METROPCS CALIFORNIA, LLC
|
|
METROPCS FLORIDA, LLC
|
|
METROPCS GEORGIA, LLC
|
|
METROPCS MASSACHUSETTS, LLC
|
|
METROPCS MICHIGAN, LLC
|
|
METROPCS NETWORKS CALIFORNIA, LLC
|
|
METROPCS NETWORKS FLORIDA, LLC
|
|
METROPCS NEVADA, LLC
|
|
METROPCS NEW YORK, LLC
|
|
METROPCS PENNSYLVANIA,LLC
|
|
METROPCS TEXAS, LLC
|
|
POWERTEL MEMPHIS LICENSES, INC.
|
|
POWERTEL/MEMPHIS, INC.
|
|
SUNCOM WIRELESS HOLDINGS, INC.
|
|
SUNCOM WIRELESS INVESTMENT COMPANY, LLC
|
|
SUNCOM WIRELESS LICENSE COMPANY, LLC
|
|
SUNCOM WIRELESS MANAGEMENT COMPANY, INC.
|
|
SUNCOM WIRELESS OPERATING COMPANY, L.L.C.
|
|
SUNCOM WIRELESS PROPERTY COMPANY, L.L.C.
|
|
SUNCOM WIRELESS, INC.
|
|
T-MOBILE CENTRAL LLC
|
|
T-MOBILE FINANCIAL LLC
|
|
T-MOBILE LICENSE LLC
|
|
T-MOBILE NORTHEAST LLC
|
|
T-MOBILE PCS HOLDINGS LLC
|
|
T-MOBILE PUERTO RICO HOLDINGS LLC
|
|
T-MOBILE PUERTO RICO LLC
|
|
T-MOBILE RESOURCES CORPORATION
|
|
T-MOBILE SOUTH LLC
|
|
T-MOBILE SUBSIDIARY IV CORPORATION
|
|
T-MOBILE WEST LLC
|
|
TRITON PCS FINANCE COMPANY, INC.
|
|
TRITON PCS HOLDINGS COMPANY L.L.C.
|
|
VOICESTREAM PCS I IOWA CORPORATION
|
|
VOICESTREAM PITTSBURGH GENERAL PARTNER, INC.
|
|
VOICESTREAM PITTSBURGH, L.P.
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
|
|
|
|
|
BY:
|
/s/ Carol Ng
|
|
|
Authorized Signatory
|
|
|
|
|
BY:
|
/s/ Deirdra N. Ross
|
|
|
Authorized Signatory
|
|
T-MOBILE LEASING LLC
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
T-MOBILE USA, INC.
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
T-MOBILE US, INC.
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
IBSV LLC
|
|
METROPCS CALIFORNIA, LLC
|
|
METROPCS FLORIDA, LLC
|
|
METROPCS GEORGIA, LLC
|
|
METROPCS MASSACHUSETTS, LLC
|
|
METROPCS MICHIGAN, LLC
|
|
METROPCS NETWORKS CALIFORNIA, LLC
|
|
METROPCS NETWORKS FLORIDA, LLC
|
|
METROPCS NEVADA, LLC
|
|
METROPCS NEW YORK, LLC
|
|
METROPCS PENNSYLVANIA,LLC
|
|
METROPCS TEXAS, LLC
|
|
POWERTEL MEMPHIS LICENSES, INC.
|
|
POWERTEL/MEMPHIS, INC.
|
|
SUNCOM WIRELESS HOLDINGS, INC.
|
|
SUNCOM WIRELESS INVESTMENT COMPANY, LLC
|
|
SUNCOM WIRELESS LICENSE COMPANY, LLC
|
|
SUNCOM WIRELESS MANAGEMENT COMPANY, INC.
|
|
SUNCOM WIRELESS OPERATING COMPANY, L.L.C.
|
|
SUNCOM WIRELESS PROPERTY COMPANY, L.L.C.
|
|
SUNCOM WIRELESS, INC.
|
|
T-MOBILE CENTRAL LLC
|
|
T-MOBILE FINANCIAL LLC
|
|
T-MOBILE LICENSE LLC
|
|
T-MOBILE NORTHEAST LLC
|
|
T-MOBILE PCS HOLDINGS LLC
|
|
T-MOBILE PUERTO RICO HOLDINGS LLC
|
|
T-MOBILE PUERTO RICO LLC
|
|
T-MOBILE RESOURCES CORPORATION
|
|
T-MOBILE SOUTH LLC
|
|
T-MOBILE SUBSIDIARY IV CORPORATION
|
|
T-MOBILE WEST LLC
|
|
TRITON PCS FINANCE COMPANY, INC.
|
|
TRITON PCS HOLDINGS COMPANY L.L.C.
|
|
VOICESTREAM PCS I IOWA CORPORATION
|
|
VOICESTREAM PITTSBURGH GENERAL PARTNER, INC.
|
|
VOICESTREAM PITTSBURGH, L.P.
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
WELLS FARGO BANK, N.A., as Trustee
|
|
|
|
|
|
BY:
|
/s/ Authorized Signatory
|
|
|
Authorized Signatory
|
|
T-MOBILE LEASING LLC
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
T-MOBILE USA, INC.
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
T-MOBILE US, INC.
|
||
|
|
|
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
IBSV LLC
|
|
METROPCS CALIFORNIA, LLC
|
|
METROPCS FLORIDA, LLC
|
|
METROPCS GEORGIA, LLC
|
|
METROPCS MASSACHUSETTS, LLC
|
|
METROPCS MICHIGAN, LLC
|
|
METROPCS NETWORKS CALIFORNIA, LLC
|
|
METROPCS NETWORKS FLORIDA, LLC
|
|
METROPCS NEVADA, LLC
|
|
METROPCS NEW YORK, LLC
|
|
METROPCS PENNSYLVANIA,LLC
|
|
METROPCS TEXAS, LLC
|
|
POWERTEL MEMPHIS LICENSES, INC.
|
|
POWERTEL/MEMPHIS, INC.
|
|
SUNCOM WIRELESS HOLDINGS, INC.
|
|
SUNCOM WIRELESS INVESTMENT COMPANY, LLC
|
|
SUNCOM WIRELESS LICENSE COMPANY, LLC
|
|
SUNCOM WIRELESS MANAGEMENT COMPANY, INC.
|
|
SUNCOM WIRELESS OPERATING COMPANY, L.L.C.
|
|
SUNCOM WIRELESS PROPERTY COMPANY, L.L.C.
|
|
SUNCOM WIRELESS, INC.
|
|
T-MOBILE CENTRAL LLC
|
|
T-MOBILE FINANCIAL LLC
|
|
T-MOBILE LICENSE LLC
|
|
T-MOBILE NORTHEAST LLC
|
|
T-MOBILE PCS HOLDINGS LLC
|
|
T-MOBILE PUERTO RICO HOLDINGS LLC
|
|
T-MOBILE PUERTO RICO LLC
|
|
T-MOBILE RESOURCES CORPORATION
|
|
T-MOBILE SOUTH LLC
|
|
T-MOBILE SUBSIDIARY IV CORPORATION
|
|
T-MOBILE WEST LLC
|
|
TRITON PCS FINANCE COMPANY, INC.
|
|
TRITON PCS HOLDINGS COMPANY L.L.C.
|
|
VOICESTREAM PCS I IOWA CORPORATION
|
|
VOICESTREAM PITTSBURGH GENERAL PARTNER, INC.
|
|
VOICESTREAM PITTSBURGH, L.P.
|
|
BY:
|
/s/ J. Braxton Carter
|
|
|
|
Name:
|
J. Braxton Carter
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
|
|
|
|
|
|
BY:
|
/s/ Carol Ng
|
|
|
Authorized Signatory
|
|
|
|
|
BY:
|
/s/ Deirdra N. Ross
|
|
|
Authorized Signatory
|
1.
|
I have reviewed this quarterly report on
Form 10-Q
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 quarterly report on
Form 10-Q
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
|