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 20, 2016
|
|
Common Stock, $0.00001 par value per share
|
|
824,015,429
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
(in millions, except share and per share amounts)
|
September 30,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,352
|
|
|
$
|
4,582
|
|
Short-term investments
|
—
|
|
|
2,998
|
|
||
Accounts receivable, net of allowances of $111 and $116
|
1,885
|
|
|
1,788
|
|
||
Equipment installment plan receivables, net
|
1,669
|
|
|
2,378
|
|
||
Accounts receivable from affiliates
|
46
|
|
|
36
|
|
||
Inventories
|
1,039
|
|
|
1,295
|
|
||
Asset purchase deposit
|
2,203
|
|
|
—
|
|
||
Other current assets
|
1,336
|
|
|
1,813
|
|
||
Total current assets
|
13,530
|
|
|
14,890
|
|
||
Property and equipment, net
|
20,574
|
|
|
20,000
|
|
||
Goodwill
|
1,683
|
|
|
1,683
|
|
||
Spectrum licenses
|
26,590
|
|
|
23,955
|
|
||
Other intangible assets, net
|
431
|
|
|
594
|
|
||
Equipment installment plan receivables due after one year, net
|
839
|
|
|
847
|
|
||
Other assets
|
625
|
|
|
444
|
|
||
Total assets
|
$
|
64,272
|
|
|
$
|
62,413
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
6,146
|
|
|
$
|
8,084
|
|
Payables to affiliates
|
313
|
|
|
135
|
|
||
Short-term debt
|
325
|
|
|
182
|
|
||
Deferred revenue
|
980
|
|
|
717
|
|
||
Other current liabilities
|
355
|
|
|
410
|
|
||
Total current liabilities
|
8,119
|
|
|
9,528
|
|
||
Long-term debt
|
21,825
|
|
|
20,461
|
|
||
Long-term debt to affiliates
|
5,600
|
|
|
5,600
|
|
||
Tower obligations
|
2,629
|
|
|
2,658
|
|
||
Deferred tax liabilities
|
4,648
|
|
|
4,061
|
|
||
Deferred rent expense
|
2,591
|
|
|
2,481
|
|
||
Other long-term liabilities
|
1,007
|
|
|
1,067
|
|
||
Total long-term liabilities
|
38,300
|
|
|
36,328
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||
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; 825,422,350 and 819,773,724 shares issued, 824,010,863 and 818,391,219 shares outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
38,853
|
|
|
38,666
|
|
||
Treasury stock, at cost, 1,411,487 and 1,382,505 shares issued
|
(1
|
)
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
1
|
|
|
(1
|
)
|
||
Accumulated deficit
|
(21,000
|
)
|
|
(22,108
|
)
|
||
Total stockholders' equity
|
17,853
|
|
|
16,557
|
|
||
Total liabilities and stockholders' equity
|
$
|
64,272
|
|
|
$
|
62,413
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except share and per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Branded postpaid revenues
|
$
|
4,647
|
|
|
$
|
4,197
|
|
|
$
|
13,458
|
|
|
$
|
12,046
|
|
Branded prepaid revenues
|
2,182
|
|
|
1,894
|
|
|
6,326
|
|
|
5,597
|
|
||||
Wholesale revenues
|
238
|
|
|
170
|
|
|
645
|
|
|
492
|
|
||||
Roaming and other service revenues
|
66
|
|
|
41
|
|
|
170
|
|
|
130
|
|
||||
Total service revenues
|
7,133
|
|
|
6,302
|
|
|
20,599
|
|
|
18,265
|
|
||||
Equipment revenues
|
1,948
|
|
|
1,416
|
|
|
5,987
|
|
|
5,182
|
|
||||
Other revenues
|
165
|
|
|
131
|
|
|
481
|
|
|
359
|
|
||||
Total revenues
|
9,246
|
|
|
7,849
|
|
|
27,067
|
|
|
23,806
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,436
|
|
|
1,378
|
|
|
4,286
|
|
|
4,170
|
|
||||
Cost of equipment sales
|
2,539
|
|
|
1,985
|
|
|
7,532
|
|
|
7,325
|
|
||||
Selling, general and administrative
|
2,898
|
|
|
2,624
|
|
|
8,419
|
|
|
7,434
|
|
||||
Depreciation and amortization
|
1,568
|
|
|
1,157
|
|
|
4,695
|
|
|
3,319
|
|
||||
Cost of MetroPCS business combination
|
15
|
|
|
193
|
|
|
110
|
|
|
355
|
|
||||
Gains on disposal of spectrum licenses
|
(199
|
)
|
|
(1
|
)
|
|
(835
|
)
|
|
(24
|
)
|
||||
Total operating expenses
|
8,257
|
|
|
7,336
|
|
|
24,207
|
|
|
22,579
|
|
||||
Operating income
|
989
|
|
|
513
|
|
|
2,860
|
|
|
1,227
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(376
|
)
|
|
(262
|
)
|
|
(1,083
|
)
|
|
(780
|
)
|
||||
Interest expense to affiliates
|
(76
|
)
|
|
(121
|
)
|
|
(248
|
)
|
|
(277
|
)
|
||||
Interest income
|
62
|
|
|
109
|
|
|
198
|
|
|
335
|
|
||||
Other expense, net
|
(1
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(8
|
)
|
||||
Total other expense, net
|
(391
|
)
|
|
(275
|
)
|
|
(1,139
|
)
|
|
(730
|
)
|
||||
Income before income taxes
|
598
|
|
|
238
|
|
|
1,721
|
|
|
497
|
|
||||
Income tax expense
|
(232
|
)
|
|
(100
|
)
|
|
(651
|
)
|
|
(61
|
)
|
||||
Net income
|
366
|
|
|
138
|
|
|
1,070
|
|
|
436
|
|
||||
Dividends on preferred stock
|
(13
|
)
|
|
(13
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Net income attributable to common stockholders
|
$
|
353
|
|
|
$
|
125
|
|
|
$
|
1,029
|
|
|
$
|
395
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
366
|
|
|
$
|
138
|
|
|
$
|
1,070
|
|
|
$
|
436
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax effect of $1, $(1), $1 and $(2)
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
(2
|
)
|
||||
Other comprehensive income (loss)
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
(2
|
)
|
||||
Total comprehensive income
|
$
|
368
|
|
|
$
|
136
|
|
|
$
|
1,072
|
|
|
$
|
434
|
|
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.43
|
|
|
$
|
0.15
|
|
|
$
|
1.25
|
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.15
|
|
|
$
|
1.24
|
|
|
$
|
0.48
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
822,998,697
|
|
|
815,069,272
|
|
|
821,626,675
|
|
|
811,783,620
|
|
||||
Diluted
|
832,257,819
|
|
|
822,017,220
|
|
|
831,241,027
|
|
|
820,514,748
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Operating activities
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
366
|
|
|
$
|
138
|
|
|
$
|
1,070
|
|
|
$
|
436
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
1,568
|
|
|
1,157
|
|
|
4,695
|
|
|
3,319
|
|
||||
Stock-based compensation expense
|
59
|
|
|
42
|
|
|
171
|
|
|
153
|
|
||||
Deferred income tax expense
|
219
|
|
|
134
|
|
|
623
|
|
|
82
|
|
||||
Bad debt expense
|
118
|
|
|
172
|
|
|
358
|
|
|
384
|
|
||||
Losses from sales of receivables
|
59
|
|
|
26
|
|
|
157
|
|
|
139
|
|
||||
Deferred rent expense
|
32
|
|
|
43
|
|
|
97
|
|
|
131
|
|
||||
Gains on disposal of spectrum licenses
|
(199
|
)
|
|
(1
|
)
|
|
(835
|
)
|
|
(24
|
)
|
||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(155
|
)
|
|
(48
|
)
|
|
(462
|
)
|
|
(156
|
)
|
||||
Equipment installment plan receivables
|
104
|
|
|
229
|
|
|
556
|
|
|
(350
|
)
|
||||
Inventories
|
301
|
|
|
(915
|
)
|
|
(497
|
)
|
|
(973
|
)
|
||||
Deferred purchase price from sales of receivables
|
(16
|
)
|
|
(34
|
)
|
|
(199
|
)
|
|
(46
|
)
|
||||
Other current and long-term assets
|
(98
|
)
|
|
(184
|
)
|
|
31
|
|
|
(58
|
)
|
||||
Accounts payable and accrued liabilities
|
(731
|
)
|
|
582
|
|
|
(1,568
|
)
|
|
36
|
|
||||
Other current and long-term liabilities
|
112
|
|
|
92
|
|
|
326
|
|
|
2
|
|
||||
Other, net
|
1
|
|
|
98
|
|
|
10
|
|
|
106
|
|
||||
Net cash provided by operating activities
|
1,740
|
|
|
1,531
|
|
|
4,533
|
|
|
3,181
|
|
||||
Investing activities
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(1,159
|
)
|
|
(1,120
|
)
|
|
(3,843
|
)
|
|
(3,293
|
)
|
||||
Purchases of spectrum licenses and other intangible assets, including deposits
|
(705
|
)
|
|
(94
|
)
|
|
(3,544
|
)
|
|
(1,938
|
)
|
||||
Sales of short-term investments
|
—
|
|
|
—
|
|
|
2,998
|
|
|
—
|
|
||||
Other, net
|
5
|
|
|
5
|
|
|
3
|
|
|
(7
|
)
|
||||
Net cash used in investing activities
|
(1,859
|
)
|
|
(1,209
|
)
|
|
(4,386
|
)
|
|
(5,238
|
)
|
||||
Financing activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
997
|
|
|
—
|
|
||||
Repayments of capital lease obligations
|
(54
|
)
|
|
(13
|
)
|
|
(133
|
)
|
|
(24
|
)
|
||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
(315
|
)
|
|
(150
|
)
|
|
(563
|
)
|
||||
Repayments of long-term debt
|
(5
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||
Tax withholdings on share-based awards
|
(3
|
)
|
|
(2
|
)
|
|
(52
|
)
|
|
(100
|
)
|
||||
Dividends on preferred stock
|
(13
|
)
|
|
(13
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Other, net
|
8
|
|
|
12
|
|
|
17
|
|
|
103
|
|
||||
Net cash provided by (used in) financing activities
|
(67
|
)
|
|
(331
|
)
|
|
623
|
|
|
(625
|
)
|
||||
Change in cash and cash equivalents
|
(186
|
)
|
|
(9
|
)
|
|
770
|
|
|
(2,682
|
)
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Beginning of period
|
5,538
|
|
|
2,642
|
|
|
4,582
|
|
|
5,315
|
|
||||
End of period
|
$
|
5,352
|
|
|
$
|
2,633
|
|
|
$
|
5,352
|
|
|
$
|
2,633
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
||||||||
Interest payments, net of amounts capitalized
|
$
|
478
|
|
|
$
|
348
|
|
|
$
|
1,292
|
|
|
$
|
969
|
|
Income tax payments
|
4
|
|
|
8
|
|
|
23
|
|
|
41
|
|
||||
Changes in accounts payable for purchases of property and equipment
|
(79
|
)
|
|
267
|
|
|
(307
|
)
|
|
94
|
|
||||
Leased devices transferred from inventory to property and equipment
|
234
|
|
|
854
|
|
|
1,175
|
|
|
854
|
|
||||
Returned leased devices transferred from property and equipment to inventory
|
(186
|
)
|
|
(32
|
)
|
|
(422
|
)
|
|
(32
|
)
|
||||
Issuance of short-term debt for financing of property and equipment
|
—
|
|
|
—
|
|
|
150
|
|
|
500
|
|
||||
Assets acquired under capital lease obligations
|
384
|
|
|
119
|
|
|
679
|
|
|
309
|
|
•
|
T-Mobile stock - A share of T-Mobile stock to eligible new (through December 31, 2016) or existing (as of June 6, 2016) customers. Shares issued to customers under this promotion are purchased by an independent third-party broker in the open market on behalf of eligible customers. The associated cost, which is paid by T-Mobile, is recorded as a reduction of service revenue for existing customers and as a reduction of equipment revenue for new customers in our
Condensed Consolidated Statements of Comprehensive Income
. Through December 31, 2016, existing eligible customers can also receive a share of T-Mobile stock (subject to a maximum of
100
shares in a calendar year) for every new active account they refer, purchased by the third-party broker and paid for by T-Mobile. The cost of shares issued under this refer-a-friend program are included in
Selling, general and administrative
expense in our
Condensed Consolidated Statements of Comprehensive Income
;
|
•
|
Weekly surprise items - Each Tuesday, eligible customers who download the T-Mobile Tuesday app are informed about and can redeem products and services offered by participating business partners. The associated cost is included in
Selling, general and administrative
expense in our
Condensed Consolidated Statements of Comprehensive Income
; and
|
•
|
In-flight Wi-Fi - A full hour of in-flight Wi-Fi free to eligible customers on their smartphone on all Gogo-equipped domestic flights. The associated cost, which is paid by T-Mobile, is included in Cost of services in our
Condensed Consolidated Statements of Comprehensive Income
.
|
•
|
Condensed Consolidated Balance Sheets
- A
$38 million
decrease to the January 1, 2016
Accumulated deficit
balance from the recognition, on a modified retrospective basis, of all previously unrecognized income tax attributes related to share-based payments;
|
•
|
Condensed Consolidated Statements of Comprehensive Income
- On a prospective basis, all excess tax benefits and deficiencies related to share-based payments will be recognized through
Income tax expense
. Prior period amounts were not adjusted; and
|
•
|
Condensed Consolidated Statements of Cash Flows
- On a prospective basis, as permitted, excess tax benefits related to share-based payments will be presented as operating activities. Prior period amounts were not adjusted.
|
(in millions)
|
Spectrum Licenses
|
||
Balance at December 31, 2015
|
$
|
23,955
|
|
Spectrum license acquisitions
|
2,914
|
|
|
Spectrum licenses transferred to held for sale
|
(323
|
)
|
|
Costs to clear spectrum
|
44
|
|
|
Balance at September 30, 2016
|
$
|
26,590
|
|
•
|
We closed on the agreement with AT&T Inc. for the acquisition and exchange of certain spectrum licenses. Upon closing of the transaction during the first quarter of
2016
, we recorded the spectrum licenses received at their estimated fair value of approximately
$1.2 billion
and recognized a gain of
$636 million
included in
Gains on disposal of spectrum licenses
in our
Condensed Consolidated Statements of Comprehensive Income
.
|
•
|
We closed on agreements with multiple third parties for the purchase and exchange of certain spectrum licenses for
$1.3 billion
in cash. Upon closing of the transactions during the
nine months ended
September 30, 2016
, we recorded spectrum licenses received at their estimated fair values totaling approximately
$1.7 billion
and recognized gains of
$199 million
included in
Gains on disposal of spectrum licenses
in our
Condensed Consolidated Statements of Comprehensive Income
.
|
•
|
We entered into an agreement with a third party for the exchange of certain spectrum licenses, which is expected to close in the first quarter of 2017. Our spectrum licenses to be transferred as part of the exchange transaction were reclassified as assets held for sale and were included in
Other current assets
in our
Condensed Consolidated Balance Sheets
at their carrying value of
$86 million
as of
September 30, 2016
.
|
•
|
We entered into an agreement with a third party for the purchase of certain spectrum licenses covering approximately
11 million
people for approximately
$420 million
. The transaction is expected to close in the fourth quarter of 2016, subject to regulatory approval and other customary closing conditions.
|
(in millions)
|
September 30,
2016 |
|
December 31,
2015 |
||||
Other current assets
|
$
|
167
|
|
|
$
|
206
|
|
Other current liabilities
|
57
|
|
|
73
|
|
(in millions)
|
September 30,
2016 |
|
December 31,
2015 |
||||
Other current assets
|
$
|
350
|
|
|
$
|
164
|
|
Other assets
|
73
|
|
|
44
|
|
||
Accounts payable and accrued liabilities
|
—
|
|
|
14
|
|
||
Other long-term liabilities
|
5
|
|
|
3
|
|
(in millions)
|
September 30,
2016 |
|
December 31,
2015 |
||||
Derecognized net service receivables and EIP receivables
|
$
|
2,379
|
|
|
$
|
1,850
|
|
Other current assets
|
517
|
|
|
370
|
|
||
of which, deferred purchase price
|
515
|
|
|
345
|
|
||
Other long-term assets
|
73
|
|
|
44
|
|
||
of which, deferred purchase price
|
73
|
|
|
44
|
|
||
Accounts payable and accrued liabilities
|
—
|
|
|
14
|
|
||
Other current liabilities
|
57
|
|
|
73
|
|
||
Other long-term liabilities
|
5
|
|
|
3
|
|
||
Net cash proceeds since inception
|
1,863
|
|
|
1,494
|
|
||
Of which:
|
|
|
|
||||
Net cash proceeds during the year-to-date period
|
369
|
|
|
884
|
|
||
Net cash proceeds funded by reinvested collections
|
1,494
|
|
|
610
|
|
(in millions)
|
September 30,
2016 |
|
December 31,
2015 |
||||
EIP receivables, gross
|
$
|
2,795
|
|
|
$
|
3,558
|
|
Unamortized imputed discount
|
(154
|
)
|
|
(185
|
)
|
||
EIP receivables, net of unamortized imputed discount
|
2,641
|
|
|
3,373
|
|
||
Allowance for credit losses
|
(133
|
)
|
|
(148
|
)
|
||
EIP receivables, net
|
$
|
2,508
|
|
|
$
|
3,225
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Equipment installment plan receivables, net
|
$
|
1,669
|
|
|
$
|
2,378
|
|
Equipment installment plan receivables due after one year, net
|
839
|
|
|
847
|
|
||
EIP receivables, net
|
$
|
2,508
|
|
|
$
|
3,225
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(in millions)
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
Unbilled
|
$
|
1,084
|
|
|
$
|
1,501
|
|
|
$
|
2,585
|
|
|
$
|
1,593
|
|
|
$
|
1,698
|
|
|
$
|
3,291
|
|
Billed – Current
|
54
|
|
|
80
|
|
|
134
|
|
|
77
|
|
|
91
|
|
|
168
|
|
||||||
Billed – Past Due
|
26
|
|
|
50
|
|
|
76
|
|
|
37
|
|
|
62
|
|
|
99
|
|
||||||
EIP receivables, gross
|
$
|
1,164
|
|
|
$
|
1,631
|
|
|
$
|
2,795
|
|
|
$
|
1,707
|
|
|
$
|
1,851
|
|
|
$
|
3,558
|
|
(in millions)
|
September 30,
2016 |
|
September 30,
2015 |
||||
Imputed discount and allowance for credit losses, beginning of period
|
$
|
333
|
|
|
$
|
448
|
|
Bad debt expense
|
185
|
|
|
269
|
|
||
Write-offs, net of recoveries
|
(201
|
)
|
|
(248
|
)
|
||
Change in imputed discount on short-term and long-term EIP receivables
|
103
|
|
|
(47
|
)
|
||
Impacts from sales of EIP receivables
|
(133
|
)
|
|
—
|
|
||
Imputed discount and allowance for credit losses, end of period
|
$
|
287
|
|
|
$
|
422
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
(in millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,998
|
|
|
$
|
2,998
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Senior Notes to third parties
|
$
|
18,600
|
|
|
$
|
19,805
|
|
|
$
|
17,600
|
|
|
$
|
18,098
|
|
Senior Reset Notes to affiliates
|
5,600
|
|
|
5,930
|
|
|
5,600
|
|
|
6,072
|
|
||||
Senior Secured Term Loans
|
1,985
|
|
|
2,014
|
|
|
2,000
|
|
|
1,990
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except shares and per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
366
|
|
|
$
|
138
|
|
|
$
|
1,070
|
|
|
$
|
436
|
|
Less: Dividends on mandatory convertible preferred stock
|
(13
|
)
|
|
(13
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Net income attributable to common stockholders - basic and diluted
|
$
|
353
|
|
|
$
|
125
|
|
|
$
|
1,029
|
|
|
$
|
395
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
822,998,697
|
|
|
815,069,272
|
|
|
821,626,675
|
|
|
811,783,620
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Outstanding stock options and unvested stock awards
|
9,259,122
|
|
|
6,947,948
|
|
|
9,614,352
|
|
|
8,731,128
|
|
||||
Weighted average shares outstanding - diluted
|
832,257,819
|
|
|
822,017,220
|
|
|
831,241,027
|
|
|
820,514,748
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share - basic
|
$
|
0.43
|
|
|
$
|
0.15
|
|
|
$
|
1.25
|
|
|
$
|
0.49
|
|
Earnings per share - diluted
|
$
|
0.42
|
|
|
$
|
0.15
|
|
|
$
|
1.24
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
||||||||
Potentially dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Outstanding stock options and unvested stock awards
|
278,675
|
|
|
576,408
|
|
|
287,375
|
|
|
1,289,514
|
|
||||
Mandatory convertible preferred stock
|
32,237,266
|
|
|
32,237,266
|
|
|
32,237,266
|
|
|
32,237,266
|
|
(in millions)
|
Operating Leases
|
|
Purchase Commitments
|
||||
Year Ending September 30,
|
|
|
|
||||
2017
|
$
|
2,429
|
|
|
$
|
3,360
|
|
2018
|
2,246
|
|
|
957
|
|
||
2019
|
2,064
|
|
|
857
|
|
||
2020
|
1,898
|
|
|
719
|
|
||
2021
|
1,579
|
|
|
627
|
|
||
Thereafter
|
5,345
|
|
|
1,116
|
|
||
Total
|
$
|
15,561
|
|
|
$
|
7,636
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
366
|
|
|
$
|
2,599
|
|
|
$
|
2,365
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5,352
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
1,653
|
|
|
232
|
|
|
—
|
|
|
1,885
|
|
||||||
Equipment installment plan receivables, net
|
—
|
|
|
—
|
|
|
1,669
|
|
|
—
|
|
|
—
|
|
|
1,669
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
6
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
46
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
1,039
|
|
|
—
|
|
|
—
|
|
|
1,039
|
|
||||||
Asset purchase deposit
|
—
|
|
|
—
|
|
|
2,203
|
|
|
—
|
|
|
—
|
|
|
2,203
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
839
|
|
|
497
|
|
|
—
|
|
|
1,336
|
|
||||||
Total current assets
|
366
|
|
|
2,605
|
|
|
9,808
|
|
|
751
|
|
|
—
|
|
|
13,530
|
|
||||||
Property and equipment, net
(1)
|
—
|
|
|
—
|
|
|
20,179
|
|
|
395
|
|
|
—
|
|
|
20,574
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
26,590
|
|
|
—
|
|
|
—
|
|
|
26,590
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
431
|
|
|
—
|
|
|
—
|
|
|
431
|
|
||||||
Investments in subsidiaries, net
|
17,293
|
|
|
34,387
|
|
|
—
|
|
|
—
|
|
|
(51,680
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
194
|
|
|
7,282
|
|
|
—
|
|
|
—
|
|
|
(7,476
|
)
|
|
—
|
|
||||||
Equipment installment plan receivables due after one year, net
|
—
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
839
|
|
||||||
Other assets
|
—
|
|
|
6
|
|
|
562
|
|
|
246
|
|
|
(189
|
)
|
|
625
|
|
||||||
Total assets
|
$
|
17,853
|
|
|
$
|
44,280
|
|
|
$
|
60,092
|
|
|
$
|
1,392
|
|
|
$
|
(59,345
|
)
|
|
$
|
64,272
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
5,588
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
6,146
|
|
Payables to affiliates
|
—
|
|
|
178
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
313
|
|
||||||
Short-term debt
|
—
|
|
|
20
|
|
|
305
|
|
|
—
|
|
|
—
|
|
|
325
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
980
|
|
|
—
|
|
|
—
|
|
|
980
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
280
|
|
|
75
|
|
|
—
|
|
|
355
|
|
||||||
Total current liabilities
|
—
|
|
|
501
|
|
|
7,288
|
|
|
330
|
|
|
—
|
|
|
8,119
|
|
||||||
Long-term debt
|
—
|
|
|
20,755
|
|
|
1,070
|
|
|
—
|
|
|
—
|
|
|
21,825
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Tower obligations
(1)
|
—
|
|
|
—
|
|
|
405
|
|
|
2,224
|
|
|
—
|
|
|
2,629
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,837
|
|
|
—
|
|
|
(189
|
)
|
|
4,648
|
|
||||||
Deferred rent expense
|
—
|
|
|
—
|
|
|
2,591
|
|
|
—
|
|
|
—
|
|
|
2,591
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
537
|
|
|
—
|
|
|
(537
|
)
|
|
—
|
|
||||||
Intercompany payables
|
—
|
|
|
—
|
|
|
7,286
|
|
|
190
|
|
|
(7,476
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
131
|
|
|
872
|
|
|
4
|
|
|
—
|
|
|
1,007
|
|
||||||
Total long-term liabilities
|
—
|
|
|
26,486
|
|
|
17,598
|
|
|
2,418
|
|
|
(8,202
|
)
|
|
38,300
|
|
||||||
Total stockholders' equity
|
17,853
|
|
|
17,293
|
|
|
35,206
|
|
|
(1,356
|
)
|
|
(51,143
|
)
|
|
17,853
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
17,853
|
|
|
$
|
44,280
|
|
|
$
|
60,092
|
|
|
$
|
1,392
|
|
|
$
|
(59,345
|
)
|
|
$
|
64,272
|
|
(1)
|
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 9 – Tower Obligations included in the Annual Report on Form 10-K for the year ended
December 31, 2015
.
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
378
|
|
|
$
|
1,767
|
|
|
$
|
2,364
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
4,582
|
|
Short-term investments
|
—
|
|
|
1,999
|
|
|
999
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
1,574
|
|
|
214
|
|
|
—
|
|
|
1,788
|
|
||||||
Equipment installment plan receivables, net
|
—
|
|
|
—
|
|
|
2,378
|
|
|
—
|
|
|
—
|
|
|
2,378
|
|
||||||
Accounts receivable from affiliates
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|
1,295
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
1,413
|
|
|
400
|
|
|
—
|
|
|
1,813
|
|
||||||
Total current assets
|
378
|
|
|
3,766
|
|
|
10,059
|
|
|
687
|
|
|
—
|
|
|
14,890
|
|
||||||
Property and equipment, net
(1)
|
—
|
|
|
—
|
|
|
19,546
|
|
|
454
|
|
|
—
|
|
|
20,000
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
||||||
Spectrum licenses
|
—
|
|
|
—
|
|
|
23,955
|
|
|
—
|
|
|
—
|
|
|
23,955
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
594
|
|
||||||
Investments in subsidiaries, net
|
16,184
|
|
|
32,280
|
|
|
—
|
|
|
—
|
|
|
(48,464
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
6,130
|
|
|
—
|
|
|
—
|
|
|
(6,130
|
)
|
|
—
|
|
||||||
Equipment installment plan receivables due after one year, net
|
—
|
|
|
—
|
|
|
847
|
|
|
—
|
|
|
—
|
|
|
847
|
|
||||||
Other assets
|
—
|
|
|
5
|
|
|
387
|
|
|
219
|
|
|
(167
|
)
|
|
444
|
|
||||||
Total assets
|
$
|
16,562
|
|
|
$
|
42,181
|
|
|
$
|
57,071
|
|
|
$
|
1,360
|
|
|
$
|
(54,761
|
)
|
|
$
|
62,413
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
368
|
|
|
$
|
7,496
|
|
|
$
|
220
|
|
|
$
|
—
|
|
|
$
|
8,084
|
|
Payables to affiliates
|
—
|
|
|
70
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
135
|
|
||||||
Short-term debt
|
—
|
|
|
20
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
182
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
—
|
|
|
717
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
327
|
|
|
83
|
|
|
—
|
|
|
410
|
|
||||||
Total current liabilities
|
—
|
|
|
458
|
|
|
8,767
|
|
|
303
|
|
|
—
|
|
|
9,528
|
|
||||||
Long-term debt
|
—
|
|
|
19,797
|
|
|
664
|
|
|
—
|
|
|
—
|
|
|
20,461
|
|
||||||
Long-term debt to affiliates
|
—
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,600
|
|
||||||
Tower obligations
(1)
|
—
|
|
|
—
|
|
|
411
|
|
|
2,247
|
|
|
—
|
|
|
2,658
|
|
||||||
Deferred tax liabilities
|
—
|
|
|
—
|
|
|
4,228
|
|
|
—
|
|
|
(167
|
)
|
|
4,061
|
|
||||||
Deferred rent expense
|
—
|
|
|
—
|
|
|
2,481
|
|
|
—
|
|
|
—
|
|
|
2,481
|
|
||||||
Negative carrying value of subsidiaries, net
|
—
|
|
|
—
|
|
|
628
|
|
|
—
|
|
|
(628
|
)
|
|
—
|
|
||||||
Intercompany payables
|
5
|
|
|
—
|
|
|
5,959
|
|
|
166
|
|
|
(6,130
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
—
|
|
|
142
|
|
|
922
|
|
|
3
|
|
|
—
|
|
|
1,067
|
|
||||||
Total long-term liabilities
|
5
|
|
|
25,539
|
|
|
15,293
|
|
|
2,416
|
|
|
(6,925
|
)
|
|
36,328
|
|
||||||
Total stockholders' equity
|
16,557
|
|
|
16,184
|
|
|
33,011
|
|
|
(1,359
|
)
|
|
(47,836
|
)
|
|
16,557
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
16,562
|
|
|
$
|
42,181
|
|
|
$
|
57,071
|
|
|
$
|
1,360
|
|
|
$
|
(54,761
|
)
|
|
$
|
62,413
|
|
(1)
|
Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 9 – Tower Obligations included in the Annual Report on Form 10-K for the year ended
December 31, 2015
.
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,822
|
|
|
$
|
520
|
|
|
$
|
(209
|
)
|
|
$
|
7,133
|
|
Equipment revenues
|
—
|
|
|
—
|
|
|
2,049
|
|
|
—
|
|
|
(101
|
)
|
|
1,948
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
121
|
|
|
48
|
|
|
(4
|
)
|
|
165
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
8,992
|
|
|
568
|
|
|
(314
|
)
|
|
9,246
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
1,430
|
|
|
6
|
|
|
—
|
|
|
1,436
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
2,340
|
|
|
300
|
|
|
(101
|
)
|
|
2,539
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
2,884
|
|
|
227
|
|
|
(213
|
)
|
|
2,898
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1,549
|
|
|
19
|
|
|
—
|
|
|
1,568
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Gains on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(199
|
)
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
8,019
|
|
|
552
|
|
|
(314
|
)
|
|
8,257
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
973
|
|
|
16
|
|
|
—
|
|
|
989
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
—
|
|
|
(303
|
)
|
|
(26
|
)
|
|
(47
|
)
|
|
—
|
|
|
(376
|
)
|
||||||
Interest expense to affiliates
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
||||||
Interest income
|
—
|
|
|
7
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(372
|
)
|
|
28
|
|
|
(47
|
)
|
|
—
|
|
|
(391
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(372
|
)
|
|
1,001
|
|
|
(31
|
)
|
|
—
|
|
|
598
|
|
||||||
Income tax (expense) benefit
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
10
|
|
|
—
|
|
|
(232
|
)
|
||||||
Earnings (loss) of subsidiaries
|
366
|
|
|
738
|
|
|
(4
|
)
|
|
—
|
|
|
(1,100
|
)
|
|
—
|
|
||||||
Net income (loss)
|
366
|
|
|
366
|
|
|
755
|
|
|
(21
|
)
|
|
(1,100
|
)
|
|
366
|
|
||||||
Dividends on preferred stock
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
353
|
|
|
$
|
366
|
|
|
$
|
755
|
|
|
$
|
(21
|
)
|
|
$
|
(1,100
|
)
|
|
$
|
353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (loss)
|
$
|
366
|
|
|
$
|
366
|
|
|
$
|
755
|
|
|
$
|
(21
|
)
|
|
$
|
(1,100
|
)
|
|
$
|
366
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income, net of tax
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
(6
|
)
|
|
2
|
|
||||||
Total comprehensive income (loss)
|
$
|
368
|
|
|
$
|
368
|
|
|
$
|
757
|
|
|
$
|
(19
|
)
|
|
$
|
(1,106
|
)
|
|
$
|
368
|
|
(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
|
—
|
|
|
(205
|
)
|
|
(10
|
)
|
|
(47
|
)
|
|
—
|
|
|
(262
|
)
|
||||||
Interest expense to affiliates
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
138
|
|
|
$
|
138
|
|
|
$
|
444
|
|
|
$
|
11
|
|
|
$
|
(593
|
)
|
|
$
|
138
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,683
|
|
|
$
|
1,500
|
|
|
$
|
(584
|
)
|
|
$
|
20,599
|
|
Equipment revenues
|
—
|
|
|
—
|
|
|
6,328
|
|
|
—
|
|
|
(341
|
)
|
|
5,987
|
|
||||||
Other revenues
|
—
|
|
|
—
|
|
|
349
|
|
|
145
|
|
|
(13
|
)
|
|
481
|
|
||||||
Total revenues
|
—
|
|
|
—
|
|
|
26,360
|
|
|
1,645
|
|
|
(938
|
)
|
|
27,067
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
—
|
|
|
—
|
|
|
4,268
|
|
|
18
|
|
|
—
|
|
|
4,286
|
|
||||||
Cost of equipment sales
|
—
|
|
|
—
|
|
|
7,104
|
|
|
768
|
|
|
(340
|
)
|
|
7,532
|
|
||||||
Selling, general and administrative
|
—
|
|
|
—
|
|
|
8,372
|
|
|
645
|
|
|
(598
|
)
|
|
8,419
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
4,636
|
|
|
59
|
|
|
—
|
|
|
4,695
|
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
||||||
Gains on disposal of spectrum licenses
|
—
|
|
|
—
|
|
|
(835
|
)
|
|
—
|
|
|
—
|
|
|
(835
|
)
|
||||||
Total operating expenses
|
—
|
|
|
—
|
|
|
23,655
|
|
|
1,490
|
|
|
(938
|
)
|
|
24,207
|
|
||||||
Operating income
|
—
|
|
|
—
|
|
|
2,705
|
|
|
155
|
|
|
—
|
|
|
2,860
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
—
|
|
|
(881
|
)
|
|
(61
|
)
|
|
(141
|
)
|
|
—
|
|
|
(1,083
|
)
|
||||||
Interest expense to affiliates
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
||||||
Interest income
|
—
|
|
|
23
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
198
|
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Total other income (expense), net
|
—
|
|
|
(1,106
|
)
|
|
108
|
|
|
(141
|
)
|
|
—
|
|
|
(1,139
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(1,106
|
)
|
|
2,813
|
|
|
14
|
|
|
—
|
|
|
1,721
|
|
||||||
Income tax expense
|
—
|
|
|
—
|
|
|
(643
|
)
|
|
(8
|
)
|
|
—
|
|
|
(651
|
)
|
||||||
Earnings (loss) of subsidiaries
|
1,070
|
|
|
2,176
|
|
|
(15
|
)
|
|
—
|
|
|
(3,231
|
)
|
|
—
|
|
||||||
Net income
|
1,070
|
|
|
1,070
|
|
|
2,155
|
|
|
6
|
|
|
(3,231
|
)
|
|
1,070
|
|
||||||
Dividends on preferred stock
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Net income attributable to common stockholders
|
$
|
1,029
|
|
|
$
|
1,070
|
|
|
$
|
2,155
|
|
|
$
|
6
|
|
|
$
|
(3,231
|
)
|
|
$
|
1,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income
|
$
|
1,070
|
|
|
$
|
1,070
|
|
|
$
|
2,155
|
|
|
$
|
6
|
|
|
$
|
(3,231
|
)
|
|
$
|
1,070
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income, net of tax
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
(6
|
)
|
|
2
|
|
||||||
Total comprehensive income
|
$
|
1,072
|
|
|
$
|
1,072
|
|
|
$
|
2,157
|
|
|
$
|
8
|
|
|
$
|
(3,237
|
)
|
|
$
|
1,072
|
|
(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
|
—
|
|
|
(606
|
)
|
|
(33
|
)
|
|
(141
|
)
|
|
—
|
|
|
(780
|
)
|
||||||
Interest expense to affiliates
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
436
|
|
|
$
|
436
|
|
|
$
|
1,249
|
|
|
$
|
44
|
|
|
$
|
(1,729
|
)
|
|
$
|
436
|
|
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
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
1
|
|
|
$
|
(84
|
)
|
|
$
|
1,850
|
|
|
$
|
8
|
|
|
$
|
(35
|
)
|
|
$
|
1,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(1,159
|
)
|
|
—
|
|
|
—
|
|
|
(1,159
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets, including deposits
|
—
|
|
|
—
|
|
|
(705
|
)
|
|
—
|
|
|
—
|
|
|
(705
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(1,859
|
)
|
|
—
|
|
|
—
|
|
|
(1,859
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repayments of capital lease obligations
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
||||||
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Tax withholdings on share-based awards
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
35
|
|
|
—
|
|
||||||
Dividends on preferred stock
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Other, net
|
11
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Net cash used in financing activities
|
(2
|
)
|
|
—
|
|
|
(65
|
)
|
|
(35
|
)
|
|
35
|
|
|
(67
|
)
|
||||||
Change in cash and cash equivalents
|
(1
|
)
|
|
(84
|
)
|
|
(74
|
)
|
|
(27
|
)
|
|
—
|
|
|
(186
|
)
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
367
|
|
|
2,683
|
|
|
2,439
|
|
|
49
|
|
|
—
|
|
|
5,538
|
|
||||||
End of period
|
$
|
366
|
|
|
$
|
2,599
|
|
|
$
|
2,365
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5,352
|
|
(in millions)
|
Parent
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating and Eliminating Adjustments
|
|
Consolidated
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
2
|
|
|
$
|
18
|
|
|
$
|
1,519
|
|
|
$
|
32
|
|
|
$
|
(40
|
)
|
|
$
|
1,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(1,120
|
)
|
|
—
|
|
|
—
|
|
|
(1,120
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets, including deposits
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(1,209
|
)
|
|
—
|
|
|
—
|
|
|
(1,209
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repayments of capital lease obligations
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
—
|
|
|
(315
|
)
|
|
—
|
|
|
—
|
|
|
(315
|
)
|
||||||
Tax withholdings on share-based awards
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
40
|
|
|
—
|
|
||||||
Dividends on preferred stock
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Other, net
|
8
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Net cash used in financing activities
|
(5
|
)
|
|
—
|
|
|
(326
|
)
|
|
(40
|
)
|
|
40
|
|
|
(331
|
)
|
||||||
Change in cash and cash equivalents
|
(3
|
)
|
|
18
|
|
|
(16
|
)
|
|
(8
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
393
|
|
|
870
|
|
|
1,316
|
|
|
63
|
|
|
—
|
|
|
2,642
|
|
||||||
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
|
$
|
4
|
|
|
$
|
(2,165
|
)
|
|
$
|
6,745
|
|
|
$
|
59
|
|
|
$
|
(110
|
)
|
|
$
|
4,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
—
|
|
|
—
|
|
|
(3,843
|
)
|
|
—
|
|
|
—
|
|
|
(3,843
|
)
|
||||||
Purchases of spectrum licenses and other intangible assets, including deposits
|
—
|
|
|
—
|
|
|
(3,544
|
)
|
|
—
|
|
|
—
|
|
|
(3,544
|
)
|
||||||
Sales of short-term investments
|
—
|
|
|
2,000
|
|
|
998
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
2,000
|
|
|
(6,386
|
)
|
|
—
|
|
|
—
|
|
|
(4,386
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
997
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
997
|
|
||||||
Repayments of capital lease obligations
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||||
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||||
Tax withholdings on share-based awards
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
110
|
|
|
—
|
|
||||||
Dividends on preferred stock
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Other, net
|
25
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Net cash (used in) provided by financing activities
|
(16
|
)
|
|
997
|
|
|
(358
|
)
|
|
(110
|
)
|
|
110
|
|
|
623
|
|
||||||
Change in cash and cash equivalents
|
(12
|
)
|
|
832
|
|
|
1
|
|
|
(51
|
)
|
|
—
|
|
|
770
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning of period
|
378
|
|
|
1,767
|
|
|
2,364
|
|
|
73
|
|
|
—
|
|
|
4,582
|
|
||||||
End of period
|
$
|
366
|
|
|
$
|
2,599
|
|
|
$
|
2,365
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5,352
|
|
(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, including deposits
|
—
|
|
|
—
|
|
|
(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 capital lease obligations
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
—
|
|
|
—
|
|
|
(563
|
)
|
||||||
Tax withholdings on share-based awards
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||||
Intercompany dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
145
|
|
|
—
|
|
||||||
Dividends on preferred stock
|
(27
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Other, net
|
46
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
103
|
|
||||||
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
|
|
•
|
adverse conditions in the U.S. and international economies or disruptions to the credit and financial markets;
|
•
|
competition in the wireless services market;
|
•
|
challenges in implementing our business strategies or funding our wireless operations, including payment for additional spectrum, network upgrades and technological advancements;
|
•
|
the possibility that we may be unable to renew our spectrum licenses on attractive terms or acquire new spectrum licenses at reasonable costs and terms;
|
•
|
difficulties in managing growth in wireless data services, including network quality;
|
•
|
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;
|
•
|
the ability to make payments on our debt or to repay our existing indebtedness when due;
|
•
|
adverse change in the ratings of our debt securities by nationally accredited rating organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of further financing;
|
•
|
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.
|
•
|
Total revenues of
$9.2 billion
for the
three months ended September 30, 2016
increased
$1.4 billion
, or
18%
, compared to the same period in
2015
. Total revenues of
$27.1 billion
for the
nine months ended September 30, 2016
increased
$3.3 billion
, or
14%
, compared to the same period in
2015
. The
increases
were primarily from growth in service and equipment revenues as discussed below.
|
•
|
Service revenues of
$7.1 billion
for the
three months ended September 30, 2016
increased
$831 million
, or
13%
, compared to the same period in
2015
. Service revenues of
$20.6 billion
for the
nine months ended September 30, 2016
increased
$2.3 billion
, or
13%
, compared to the same period in
2015
. The
increases
were primarily due to growth in our average branded customer base as a result of the strong customer response to our Un-carrier initiatives and the success of our MetroPCS brand promotional activities and continued growth in new markets.
|
•
|
Equipment revenues of
$1.9 billion
for the
three months ended September 30, 2016
increased
$532 million
, or
38%
, compared to the same period in
2015
. Equipment revenues of
$6.0 billion
for the
nine months ended September 30, 2016
increased
$805 million
, or
16%
, compared to the same period of
2015
. The increases were primarily due to
|
•
|
Branded postpaid phone churn of
1.32%
for the
three months ended September 30, 2016
decreased
14
basis points, compared to the same period in
2015
. Branded postpaid phone churn of
1.30%
for the
nine months ended September 30, 2016
decreased
6
basis points, compared to the same period in
2015
. The improvements in branded postpaid phone churn for the
three and nine months ended September 30, 2016
was primarily the result of the MVNO Transaction and increased customer satisfaction and loyalty from ongoing improvements to network quality, customer service and the overall value of our offerings in the marketplace.
|
•
|
Operating income of
$1.0 billion
for the
three months ended September 30, 2016
increased
$476 million
, compared to the same period in
2015
. Operating income of
$2.9 billion
for the
nine months ended September 30, 2016
increased
$1.6 billion
, compared to the same period in
2015
. The
increases
were primarily due to higher total revenues, partially offset by an increase in depreciation and amortization primarily related to devices leased under our JUMP! On Demand Program, higher costs to support customer growth and retention initiatives and higher cost of equipment sales resulting from increases in the number of devices sold. An additional factor driving the
increases
for the
three and nine months ended September 30, 2016
included gains on disposal of spectrum licenses of
$199 million
and
$835 million
, respectively, compared to
$1 million
and
$24 million
, for the same periods in
2015
.
|
•
|
Net income of
$366 million
for the
three months ended September 30, 2016
increased
$228 million
, or
165%
, compared to the same period in
2015
. Net income of
$1.1 billion
for the
nine months ended September 30, 2016
increased
$634 million
, or
145%
, compared to the same period in
2015
. The increases were primarily a result of higher operating income driven by the factors described above, partially offset by higher interest expense related to higher average debt and higher income tax expense. The
three and nine months ended September 30, 2016
included
$122 million
and
$511 million
of net, after-tax gains on disposal of spectrum licenses, respectively.
|
•
|
Adjusted EBITDA (see “Performance Measures”), a non-GAAP financial measure, of
$2.6 billion
for the
three months ended September 30, 2016
increased
$722 million
, or
38%
, compared to the same period in
2015
. Adjusted EBITDA of
$7.8 billion
for the
nine months ended September 30, 2016
increased
$2.7 billion
, or
53%
, compared to the same period in
2015
. These
increases
were primarily due to higher service revenues and gains on disposal of spectrum licenses, partially offset by increases in selling, general and administrative expenses. An additional factor driving the
increase
for the
nine months ended September 30, 2016
included lower losses on equipment primarily due to the impact of customers leasing devices with JUMP! On Demand.
|
•
|
Net cash provided by operating activities of
$1.7 billion
for the
three months ended September 30, 2016
increased
$209 million
, or
14%
, compared to the same period in
2015
. Net cash provided by operating activities of
$4.5 billion
for the
nine months ended September 30, 2016
increased
$1.4 billion
, or
43%
, compared to the same period in
2015
. The
increases
were primarily due to an increase in net non-cash income and expenses included in Net income primarily due to changes in Depreciation and Amortization, Gains on disposal of spectrum licenses and Deferred income tax expense as well as an increase in Net income. The
increases
were partially offset by an increase in net cash outflows from changes in working capital.
|
•
|
Free Cash Flow (see “Performance Measures”), a non-GAAP financial measure, of
$581 million
for the
three months ended September 30, 2016
increased
$170 million
, or
41%
, compared to the same period in
2015
. Free Cash Flow of
$690 million
for the
nine months ended September 30, 2016
increased
$802 million
, or
716%
, compared to the same period in
2015
. The
increases
were primarily from higher net cash provided by operating activities as discussed above, partially offset by higher purchases of property and equipment from the build-out of our LTE network.
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
$
|
|
%
|
2016
|
|
2015
|
$
|
|
%
|
|||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Branded postpaid revenues
|
$
|
4,647
|
|
|
$
|
4,197
|
|
|
$
|
450
|
|
|
11
|
%
|
|
$
|
13,458
|
|
|
$
|
12,046
|
|
|
$
|
1,412
|
|
|
12
|
%
|
Branded prepaid revenues
|
2,182
|
|
|
1,894
|
|
|
288
|
|
|
15
|
%
|
|
6,326
|
|
|
5,597
|
|
|
729
|
|
|
13
|
%
|
||||||
Wholesale revenues
|
238
|
|
|
170
|
|
|
68
|
|
|
40
|
%
|
|
645
|
|
|
492
|
|
|
153
|
|
|
31
|
%
|
||||||
Roaming and other service revenues
|
66
|
|
|
41
|
|
|
25
|
|
|
61
|
%
|
|
170
|
|
|
130
|
|
|
40
|
|
|
31
|
%
|
||||||
Total service revenues
|
7,133
|
|
|
6,302
|
|
|
831
|
|
|
13
|
%
|
|
20,599
|
|
|
18,265
|
|
|
2,334
|
|
|
13
|
%
|
||||||
Equipment revenues
|
1,948
|
|
|
1,416
|
|
|
532
|
|
|
38
|
%
|
|
5,987
|
|
|
5,182
|
|
|
805
|
|
|
16
|
%
|
||||||
Other revenues
|
165
|
|
|
131
|
|
|
34
|
|
|
26
|
%
|
|
481
|
|
|
359
|
|
|
122
|
|
|
34
|
%
|
||||||
Total revenues
|
9,246
|
|
|
7,849
|
|
|
1,397
|
|
|
18
|
%
|
|
27,067
|
|
|
23,806
|
|
|
3,261
|
|
|
14
|
%
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,436
|
|
|
1,378
|
|
|
58
|
|
|
4
|
%
|
|
4,286
|
|
|
4,170
|
|
|
116
|
|
|
3
|
%
|
||||||
Cost of equipment sales
|
2,539
|
|
|
1,985
|
|
|
554
|
|
|
28
|
%
|
|
7,532
|
|
|
7,325
|
|
|
207
|
|
|
3
|
%
|
||||||
Selling, general and administrative
|
2,898
|
|
|
2,624
|
|
|
274
|
|
|
10
|
%
|
|
8,419
|
|
|
7,434
|
|
|
985
|
|
|
13
|
%
|
||||||
Depreciation and amortization
|
1,568
|
|
|
1,157
|
|
|
411
|
|
|
36
|
%
|
|
4,695
|
|
|
3,319
|
|
|
1,376
|
|
|
41
|
%
|
||||||
Cost of MetroPCS business combination
|
15
|
|
|
193
|
|
|
(178
|
)
|
|
(92
|
)%
|
|
110
|
|
|
355
|
|
|
(245
|
)
|
|
(69
|
)%
|
||||||
Gains on disposal of spectrum licenses
|
(199
|
)
|
|
(1
|
)
|
|
(198
|
)
|
|
NM
|
|
|
(835
|
)
|
|
(24
|
)
|
|
(811
|
)
|
|
NM
|
|
||||||
Total operating expenses
|
8,257
|
|
|
7,336
|
|
|
921
|
|
|
13
|
%
|
|
24,207
|
|
|
22,579
|
|
|
1,628
|
|
|
7
|
%
|
||||||
Operating income
|
989
|
|
|
513
|
|
|
476
|
|
|
93
|
%
|
|
2,860
|
|
|
1,227
|
|
|
1,633
|
|
|
NM
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
(376
|
)
|
|
(262
|
)
|
|
(114
|
)
|
|
44
|
%
|
|
(1,083
|
)
|
|
(780
|
)
|
|
(303
|
)
|
|
39
|
%
|
||||||
Interest expense to affiliates
|
(76
|
)
|
|
(121
|
)
|
|
45
|
|
|
(37
|
)%
|
|
(248
|
)
|
|
(277
|
)
|
|
29
|
|
|
(10
|
)%
|
||||||
Interest income
|
62
|
|
|
109
|
|
|
(47
|
)
|
|
(43
|
)%
|
|
198
|
|
|
335
|
|
|
(137
|
)
|
|
(41
|
)%
|
||||||
Other expense, net
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
NM
|
|
|
(6
|
)
|
|
(8
|
)
|
|
2
|
|
|
(25
|
)%
|
||||||
Total other expense, net
|
(391
|
)
|
|
(275
|
)
|
|
(116
|
)
|
|
42
|
%
|
|
(1,139
|
)
|
|
(730
|
)
|
|
(409
|
)
|
|
56
|
%
|
||||||
Income before income taxes
|
598
|
|
|
238
|
|
|
360
|
|
|
151
|
%
|
|
1,721
|
|
|
497
|
|
|
1,224
|
|
|
246
|
%
|
||||||
Income tax expense
|
(232
|
)
|
|
(100
|
)
|
|
(132
|
)
|
|
132
|
%
|
|
(651
|
)
|
|
(61
|
)
|
|
(590
|
)
|
|
967
|
%
|
||||||
Net income
|
$
|
366
|
|
|
$
|
138
|
|
|
$
|
228
|
|
|
165
|
%
|
|
$
|
1,070
|
|
|
$
|
436
|
|
|
$
|
634
|
|
|
145
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net cash provided by operating activities
|
$
|
1,740
|
|
|
$
|
1,531
|
|
|
$
|
209
|
|
|
14
|
%
|
|
$
|
4,533
|
|
|
$
|
3,181
|
|
|
$
|
1,352
|
|
|
43
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-GAAP Financial Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
2,630
|
|
|
$
|
1,908
|
|
|
$
|
722
|
|
|
38
|
%
|
|
$
|
7,843
|
|
|
$
|
5,113
|
|
|
$
|
2,730
|
|
|
53
|
%
|
Free Cash Flow
|
581
|
|
|
411
|
|
|
170
|
|
|
41
|
%
|
|
690
|
|
|
(112
|
)
|
|
802
|
|
|
716
|
%
|
•
|
Increases of
$323 million
and
$1.0 billion
in lease revenues for the
three and nine months ended September 30, 2016
, respectively, which are recognized over the lease term, resulting from the launch of our JUMP! On Demand program at the end of the second quarter of
2015
;
|
•
|
An
increase
of
$209 million
in device sales revenues for the
three months ended September 30, 2016
, primarily due to a
19%
increase
in the number of devices sold. Device sales revenue is recognized at the time of sale.
|
•
|
A
decline
of
$227 million
in device sales revenues for the
nine months ended September 30, 2016
primarily due to a lower average revenue per device sold resulting from promotions for devices and the impact of our JUMP! On Demand program launched at the end of the second quarter of 2015, partially offset by a
5%
increase
in the number of devices sold as well as an increase in the number of accessories sold.
|
•
|
The
increase
for the
three months ended September 30, 2016
was primarily due to a
19%
increase
in the number of devices sold and a higher average cost per device sold;
|
•
|
The
increase
for the
nine months ended September 30, 2016
was primarily due to a
5%
increase
in the number of devices sold as well as an increase in the number of accessories sold, partially offset by a lower average cost per device sold primarily due to the impact of our JUMP! On Demand program launched at the end of the second quarter of 2015. The impact from returned and purchased leased devices and an increase in insurance claims costs also contributed to the
increase
for the
nine months ended September 30, 2016
. With JUMP! On Demand, the cost of the leased wireless device is capitalized and recognized as depreciation expense over the term of the lease rather than recognized as cost of equipment sales when the device is delivered to the customer.
|
|
September 30,
2016 |
|
December 31,
2015 |
|
Change
|
|||||||||
(in millions)
|
|
|
$
|
|
%
|
|||||||||
Other current assets
|
$
|
497
|
|
|
$
|
400
|
|
|
$
|
97
|
|
|
24
|
%
|
Property and equipment, net
|
395
|
|
|
454
|
|
|
(59
|
)
|
|
(13
|
)%
|
|||
Tower obligations
|
2,224
|
|
|
2,247
|
|
|
(23
|
)
|
|
(1
|
)%
|
|||
Total stockholders' deficit
|
(1,356
|
)
|
|
(1,359
|
)
|
|
3
|
|
|
—
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
$
|
|
%
|
|
2016
|
|
2015
|
$
|
|
%
|
||||||||||||||||
Service revenues
|
$
|
520
|
|
|
$
|
428
|
|
|
$
|
92
|
|
|
21
|
%
|
|
$
|
1,500
|
|
|
$
|
1,227
|
|
|
$
|
273
|
|
|
22
|
%
|
Cost of equipment sales
|
300
|
|
|
188
|
|
|
112
|
|
|
60
|
%
|
|
768
|
|
|
531
|
|
|
237
|
|
|
45
|
%
|
||||||
Selling, general and administrative
|
227
|
|
|
180
|
|
|
47
|
|
|
26
|
%
|
|
645
|
|
|
528
|
|
|
117
|
|
|
22
|
%
|
||||||
Total comprehensive income (loss)
|
(19
|
)
|
|
11
|
|
|
(30
|
)
|
|
(273
|
)%
|
|
8
|
|
|
44
|
|
|
(36
|
)
|
|
(82
|
)%
|
|
September 30,
2016 |
|
September 30,
2015 |
|
Change
|
||||||
(in thousands)
|
|
|
#
|
|
%
|
||||||
Customers, end of period
|
|
|
|
|
|
|
|
||||
Branded postpaid phone customers
|
30,364
|
|
|
28,438
|
|
|
1,926
|
|
|
7
|
%
|
Branded postpaid mobile broadband customers
|
2,866
|
|
|
1,965
|
|
|
901
|
|
|
46
|
%
|
Total branded postpaid customers
|
33,230
|
|
|
30,403
|
|
|
2,827
|
|
|
9
|
%
|
Branded prepaid customers
|
19,272
|
|
|
17,162
|
|
|
2,110
|
|
|
12
|
%
|
Total branded customers
|
52,502
|
|
|
47,565
|
|
|
4,937
|
|
|
10
|
%
|
Wholesale customers
|
16,852
|
|
|
13,655
|
|
|
3,197
|
|
|
23
|
%
|
Total customers, end of period
|
69,354
|
|
|
61,220
|
|
|
8,134
|
|
|
13
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
#
|
|
%
|
|
2016
|
|
2015
|
|
#
|
|
%
|
||||||||
Net customer additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Branded postpaid phone customers
|
851
|
|
|
843
|
|
|
8
|
|
|
1
|
%
|
|
2,374
|
|
|
2,594
|
|
|
(220
|
)
|
|
(8
|
)%
|
Branded postpaid mobile broadband customers
|
118
|
|
|
242
|
|
|
(124
|
)
|
|
(51
|
)%
|
|
526
|
|
|
624
|
|
|
(98
|
)
|
|
(16
|
)%
|
Total branded postpaid customers
|
969
|
|
|
1,085
|
|
|
(116
|
)
|
|
(11
|
)%
|
|
2,900
|
|
|
3,218
|
|
|
(318
|
)
|
|
(10
|
)%
|
Branded prepaid customers
|
684
|
|
|
595
|
|
|
89
|
|
|
15
|
%
|
|
1,967
|
|
|
846
|
|
|
1,121
|
|
|
NM
|
|
Total branded customers
|
1,653
|
|
|
1,680
|
|
|
(27
|
)
|
|
(2
|
)%
|
|
4,867
|
|
|
4,064
|
|
|
803
|
|
|
20
|
%
|
Wholesale customers
|
317
|
|
|
632
|
|
|
(315
|
)
|
|
(50
|
)%
|
|
1,205
|
|
|
2,138
|
|
|
(933
|
)
|
|
(44
|
)%
|
Total net customer additions
|
1,970
|
|
|
2,312
|
|
|
(342
|
)
|
|
(15
|
)%
|
|
6,072
|
|
|
6,202
|
|
|
(130
|
)
|
|
(2
|
)%
|
Transfer from branded postpaid phone customers
|
(1,365
|
)
|
|
—
|
|
|
(1,365
|
)
|
|
100
|
%
|
|
(1,365
|
)
|
|
—
|
|
|
(1,365
|
)
|
|
100
|
%
|
Transfer from branded prepaid customers
|
(326
|
)
|
|
—
|
|
|
(326
|
)
|
|
100
|
%
|
|
(326
|
)
|
|
—
|
|
|
(326
|
)
|
|
100
|
%
|
Transfer to wholesale customers
|
1,691
|
|
|
—
|
|
|
1,691
|
|
|
100
|
%
|
|
1,691
|
|
|
—
|
|
|
1,691
|
|
|
100
|
%
|
•
|
Lower branded postpaid mobile broadband net customer additions primarily due to higher deactivations resulting from a growing branded postpaid mobile broadband customer base; partially offset by
|
•
|
Higher branded prepaid net customer additions primarily due to the success of our MetroPCS brand promotional activities and continued growth in new markets, partially offset by an increase in the number of qualified branded prepaid customers migrating to branded postpaid plans; and
|
•
|
Higher branded postpaid phone net customer additions primarily due to an increase in the number of qualified branded prepaid customers migrating to branded postpaid plans, partially offset by lower gross customer additions primarily due to an increase in competitive activity.
|
•
|
Higher branded prepaid net customer additions primarily due to the success of our MetroPCS brand promotional activities and continued growth in new markets; partially offset by an increase in the number of qualified branded prepaid customers migrating to branded postpaid plans;
|
•
|
Lower branded postpaid phone net customer additions primarily due to higher deactivations resulting from a growing branded postpaid phone customer base, partially offset by lower branded postpaid phone churn as well as an increase in the number of qualified branded prepaid customers migrating to branded postpaid plans; and
|
•
|
Lower branded postpaid mobile broadband net customer additions primarily due to higher deactivations resulting from a growing branded postpaid mobile broadband customer base, partially offset by higher gross customer additions.
|
|
September 30,
2016 |
|
September 30,
2015 |
|
Change
|
||||||
|
|
#
|
|
%
|
|||||||
Branded postpaid customers per account
|
2.78
|
|
|
2.48
|
|
|
0.30
|
|
|
12
|
%
|
|
Three Months Ended September 30,
|
|
Bps Change
|
|
Nine Months Ended September 30,
|
|
Bps Change
|
||||||||
2016
|
|
2015
|
2016
|
|
2015
|
||||||||||
Branded postpaid phone churn
|
1.32
|
%
|
|
1.46
|
%
|
|
-14 bps
|
|
1.30
|
%
|
|
1.36
|
%
|
|
-6 bps
|
Branded prepaid churn
|
3.82
|
%
|
|
4.09
|
%
|
|
-27 bps
|
|
3.86
|
%
|
|
4.54
|
%
|
|
-68 bps
|
(in millions, except average number of customers, ARPU and ABPU)
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
2016
|
|
2015
|
#
|
|
%
|
|
2016
|
|
2015
|
#
|
|
%
|
|||||||||||||||||
Calculation of Branded Postpaid Phone ARPU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Branded postpaid service revenues
|
$
|
4,647
|
|
|
$
|
4,197
|
|
|
$
|
450
|
|
|
11
|
%
|
|
$
|
13,458
|
|
|
$
|
12,046
|
|
|
$
|
1,412
|
|
|
12
|
%
|
Less: Branded postpaid mobile broadband revenues
|
(193
|
)
|
|
(165
|
)
|
|
(28
|
)
|
|
17
|
%
|
|
(568
|
)
|
|
(409
|
)
|
|
(159
|
)
|
|
39
|
%
|
||||||
Branded postpaid phone service revenues
|
$
|
4,454
|
|
|
$
|
4,032
|
|
|
$
|
422
|
|
|
10
|
%
|
|
$
|
12,890
|
|
|
$
|
11,637
|
|
|
$
|
1,253
|
|
|
11
|
%
|
Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
|
30,836
|
|
|
28,003
|
|
|
2,833
|
|
|
10
|
%
|
|
30,364
|
|
|
27,189
|
|
|
3,175
|
|
|
12
|
%
|
||||||
Branded postpaid phone ARPU
|
$
|
48.15
|
|
|
$
|
47.99
|
|
|
$
|
0.16
|
|
|
NM
|
|
|
$
|
47.17
|
|
|
$
|
47.55
|
|
|
$
|
(0.38
|
)
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Calculation of Branded Postpaid ABPU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Branded postpaid service revenues
|
$
|
4,647
|
|
|
$
|
4,197
|
|
|
$
|
450
|
|
|
11
|
%
|
|
$
|
13,458
|
|
|
$
|
12,046
|
|
|
$
|
1,412
|
|
|
12
|
%
|
EIP billings
|
1,394
|
|
|
1,409
|
|
|
(15
|
)
|
|
(1
|
)%
|
|
4,062
|
|
|
4,094
|
|
|
(32
|
)
|
|
(1
|
)%
|
||||||
Lease revenues
|
353
|
|
|
30
|
|
|
323
|
|
|
NM
|
|
|
1,062
|
|
|
30
|
|
|
1,032
|
|
|
NM
|
|
||||||
Total billings for branded postpaid customers
|
$
|
6,394
|
|
|
$
|
5,636
|
|
|
$
|
758
|
|
|
13
|
%
|
|
$
|
18,582
|
|
|
$
|
16,170
|
|
|
$
|
2,412
|
|
|
15
|
%
|
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
|
33,632
|
|
|
29,838
|
|
|
3,794
|
|
|
13
|
%
|
|
32,966
|
|
|
28,784
|
|
|
4,182
|
|
|
15
|
%
|
||||||
Branded postpaid ABPU
|
$
|
63.38
|
|
|
$
|
62.96
|
|
|
$
|
0.42
|
|
|
1
|
%
|
|
$
|
62.63
|
|
|
$
|
62.42
|
|
|
$
|
0.21
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Calculation of Branded Prepaid ARPU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Branded prepaid service revenues
|
$
|
2,182
|
|
|
$
|
1,894
|
|
|
$
|
288
|
|
|
15
|
%
|
|
$
|
6,326
|
|
|
$
|
5,597
|
|
|
$
|
729
|
|
|
13
|
%
|
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
|
19,134
|
|
|
16,853
|
|
|
2,281
|
|
|
14
|
%
|
|
18,586
|
|
|
16,496
|
|
|
2,090
|
|
|
13
|
%
|
||||||
Branded prepaid ARPU
|
$
|
38.01
|
|
|
$
|
37.46
|
|
|
$
|
0.55
|
|
|
1
|
%
|
|
$
|
37.82
|
|
|
$
|
37.70
|
|
|
$
|
0.12
|
|
|
NM
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
$
|
|
%
|
|
2016
|
|
2015
|
$
|
|
%
|
||||||||||||||||
Net income
|
$
|
366
|
|
|
$
|
138
|
|
|
$
|
228
|
|
|
165
|
%
|
|
$
|
1,070
|
|
|
$
|
436
|
|
|
$
|
634
|
|
|
145
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
376
|
|
|
262
|
|
|
114
|
|
|
44
|
%
|
|
1,083
|
|
|
780
|
|
|
303
|
|
|
39
|
%
|
||||||
Interest expense to affiliates
|
76
|
|
|
121
|
|
|
(45
|
)
|
|
(37
|
)%
|
|
248
|
|
|
277
|
|
|
(29
|
)
|
|
(10
|
)%
|
||||||
Interest income
|
(62
|
)
|
|
(109
|
)
|
|
47
|
|
|
(43
|
)%
|
|
(198
|
)
|
|
(335
|
)
|
|
137
|
|
|
(41
|
)%
|
||||||
Other expense, net
|
1
|
|
|
1
|
|
|
—
|
|
|
NM
|
|
|
6
|
|
|
8
|
|
|
(2
|
)
|
|
(25
|
)%
|
||||||
Income tax expense
|
232
|
|
|
100
|
|
|
132
|
|
|
132
|
%
|
|
651
|
|
|
61
|
|
|
590
|
|
|
967
|
%
|
||||||
Operating income
|
989
|
|
|
513
|
|
|
476
|
|
|
93
|
%
|
|
2,860
|
|
|
1,227
|
|
|
1,633
|
|
|
NM
|
|
||||||
Depreciation and amortization
|
1,568
|
|
|
1,157
|
|
|
411
|
|
|
36
|
%
|
|
4,695
|
|
|
3,319
|
|
|
1,376
|
|
|
41
|
%
|
||||||
Cost of MetroPCS business combination
|
15
|
|
|
193
|
|
|
(178
|
)
|
|
(92
|
)%
|
|
110
|
|
|
355
|
|
|
(245
|
)
|
|
(69
|
)%
|
||||||
Stock-based compensation
(1)
|
57
|
|
|
43
|
|
|
14
|
|
|
33
|
%
|
|
171
|
|
|
170
|
|
|
1
|
|
|
1
|
%
|
||||||
Other, net
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
(50
|
)%
|
|
7
|
|
|
42
|
|
|
(35
|
)
|
|
(83
|
)%
|
||||||
Adjusted EBITDA
|
$
|
2,630
|
|
|
$
|
1,908
|
|
|
$
|
722
|
|
|
38
|
%
|
|
$
|
7,843
|
|
|
$
|
5,113
|
|
|
$
|
2,730
|
|
|
53
|
%
|
Net income margin (Net income divided by service revenues)
|
5
|
%
|
|
2
|
%
|
|
|
|
300 bps
|
|
|
5
|
%
|
|
2
|
%
|
|
|
|
300 bps
|
|
||||||||
Adjusted EBITDA margin (Adjusted EBITDA divided by service revenues)
|
37
|
%
|
|
30
|
%
|
|
|
|
|
700 bps
|
|
|
38
|
%
|
|
28
|
%
|
|
|
|
|
1000 bps
|
|
(1)
|
Stock-based compensation includes payroll tax impacts and may not agree to stock-based compensation expense in the condensed consolidated financial statements.
|
•
|
Increased branded postpaid and prepaid service revenues primarily due to strong customer response to our Un-carrier initiatives and the ongoing success of our promotional activities;
|
•
|
Higher gains on disposal of spectrum licenses;
|
•
|
Lower losses on equipment for the
nine months ended
September 30, 2016
primarily due to the impact of customers leasing devices with JUMP! On Demand, as the costs of leased devices, which are capitalized and depreciated over the lease term, are excluded from Adjusted EBITDA. In connection with JUMP! On Demand, we had lease revenues of
$353 million
and
$1.1 billion
for the
three and nine months ended September 30, 2016
, respectively, and depreciation expense of
$367 million
and
$1.2 billion
related to leased wireless devices for the
three and nine months ended September 30, 2016
, respectively; and
|
•
|
Focused cost control and synergies realized from the MetroPCS business combination, primarily in cost of services; partially offset by
|
•
|
Higher selling, general and administrative expenses primarily attributable to strategic investments to support our growing customer base, including higher employee-related costs, higher commissions driven by an increase in branded customer additions and higher promotional costs.
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
(in millions)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Net cash provided by operating activities
|
$
|
4,533
|
|
|
$
|
3,181
|
|
|
$
|
1,352
|
|
|
43
|
%
|
Net cash used in investing activities
|
(4,386
|
)
|
|
(5,238
|
)
|
|
852
|
|
|
16
|
%
|
|||
Net cash provided by (used in) financing activities
|
623
|
|
|
(625
|
)
|
|
1,248
|
|
|
NM
|
|
•
|
$986 million
increase in net non-cash income and expenses included in net income primarily due to changes in
Depreciation and amortization
,
Gains on disposal of spectrum licenses
and
Deferred income tax expense
;
|
•
|
$634 million
increase in net income; partially offset by
|
•
|
$268 million
increase in net cash outflows from changes in working capital primarily due to changes in
Accounts payable and accrued liabilities
,
Equipment installment plan receivables
, including inflows from the EIP sale arrangement funding increase and
Inventories
.
|
•
|
$3.8 billion
for the purchase of property and equipment primarily related to the build out of our LTE network;
|
•
|
$3.5 billion
for the purchase of spectrum licenses and other intangible assets, including a
$2.2 billion
deposit made to a third party in connection with a potential asset purchase; partially offset by
|
•
|
$3.0 billion
in sales of short-term investments.
|
•
|
$997 million
from the issuance of long-term debt; partially offset by
|
•
|
$150 million
for repayments of short-term debt for purchases of inventory, property and equipment, net and
|
•
|
$133 million
for repayments of capital lease obligations.
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
$
|
|
%
|
|
2016
|
|
2015
|
$
|
|
%
|
||||||||||||||||
Net cash provided by operating activities
|
$
|
1,740
|
|
|
$
|
1,531
|
|
|
$
|
209
|
|
|
14
|
%
|
|
$
|
4,533
|
|
|
$
|
3,181
|
|
|
$
|
1,352
|
|
|
43
|
%
|
Cash purchases of property and equipment
|
(1,159
|
)
|
|
(1,120
|
)
|
|
(39
|
)
|
|
3
|
%
|
|
(3,843
|
)
|
|
(3,293
|
)
|
|
(550
|
)
|
|
17
|
%
|
||||||
Free Cash Flow
|
$
|
581
|
|
|
$
|
411
|
|
|
$
|
170
|
|
|
41
|
%
|
|
$
|
690
|
|
|
$
|
(112
|
)
|
|
$
|
802
|
|
|
716
|
%
|
•
|
In March
2016
, T-Mobile USA, Inc. (“T-Mobile USA”), a subsidiary of T-Mobile US, Inc., and certain of its affiliates, as guarantors, entered into a purchase agreement with Deutsche Telekom AG (“Deutsche Telekom”), our majority stockholder, under which T-Mobile USA may, at its option, issue and sell to Deutsche Telekom
$2.0 billion
of
5.300%
Senior Notes due 2021 (the “
5.300%
Senior Notes”) for an aggregate purchase price of
$2.0 billion
. If T-Mobile USA does not elect to issue the
5.300%
Senior Notes on or prior to November 30, 2016, the commitment under the purchase agreement terminates and T-Mobile USA must reimburse Deutsche Telekom for the cost of its hedging arrangements (if any) related to the transaction.
|
•
|
In April
2016
, T-Mobile USA issued
$1.0 billion
of public
6.000%
Senior Notes due
2024
.
|
•
|
In April
2016
, T-Mobile USA entered into a purchase agreement with Deutsche Telekom, under which T-Mobile USA may, at its option, issue and sell to Deutsche Telekom up to
$1.35 billion
of
6.000%
Senior Notes due
2024
and (iii) entered into another purchase agreement with Deutsche Telekom, under which T-Mobile USA may, at its option, issue and sell to Deutsche Telekom up to an additional
$650 million
of
6.000%
Senior Notes due
2024
.
|
•
|
The purchase price for the
6.000%
Senior Notes that may be issued under the
$1.35 billion
purchase agreement will be approximately
103.316%
of the outstanding principal balance of the notes issued. If T-Mobile USA does not elect to issue the
6.000%
Senior Notes under the
$1.35 billion
purchase agreement on or prior to November 5, 2016 or elects to issue less than
$1.35 billion
of
6.000%
Senior Notes, any unused portion of the commitment under the purchase
|
•
|
In April
2016
, T-Mobile USA entered into another purchase agreement with Deutsche Telekom, in which T-Mobile USA may, at its option, issue and sell to Deutsche Telekom up to an additional
$650 million
of
6.000%
Senior Notes due 2024. The purchase price for the
6.000%
Senior Notes that may be issued under the
$650 million
purchase agreement will be approximately
104.047%
of the outstanding principal balance of the notes issued. If T-Mobile USA does not elect to issue the
6.000%
Senior Notes under the
$650 million
purchase agreement on or prior to November 5, 2016 or elects to issue less than
$650 million
Senior Notes, any unused portion of the commitment under the purchase agreement terminates and T-Mobile USA must reimburse Deutsche Telekom for the cost of its hedging arrangements (if any) related to the transaction.
|
•
|
We have entered into uncommitted capital lease facilities with certain partners, which provide us with the ability to enter into capital leases for network equipment and services. As of
September 30, 2016
, we have committed to
$1.1 billion
of capital leases under these capital lease facilities, of which
$679 million
was executed during the
nine months ended September 30, 2016
. We expect to enter into up to an additional
$121 million
in capital lease commitments during
2016
.
|
•
|
As of
September 30, 2016
, there was no outstanding balance on our unsecured revolving credit facility with Deutsche Telekom that allows for up to
$500 million
in borrowings.
|
(in millions)
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
4 - 5 Years
|
|
More Than 5 Years
|
|
Total
|
||||||||||
Long-term debt
(1)
|
$
|
20
|
|
|
$
|
3,040
|
|
|
$
|
7,790
|
|
|
$
|
15,335
|
|
|
$
|
26,185
|
|
Interest on long-term debt
|
1,681
|
|
|
3,310
|
|
|
2,746
|
|
|
2,110
|
|
|
9,847
|
|
|||||
Capital lease obligations, including interest
|
361
|
|
|
638
|
|
|
350
|
|
|
227
|
|
|
1,576
|
|
|||||
Tower obligations
(2)
|
181
|
|
|
363
|
|
|
365
|
|
|
1,193
|
|
|
2,102
|
|
|||||
Operating leases
|
2,429
|
|
|
4,310
|
|
|
3,477
|
|
|
5,345
|
|
|
15,561
|
|
|||||
Purchase obligations
(3)
|
3,360
|
|
|
1,814
|
|
|
1,346
|
|
|
1,116
|
|
|
7,636
|
|
|||||
Network decommissioning
(4)
|
117
|
|
|
191
|
|
|
89
|
|
|
55
|
|
|
452
|
|
|||||
Total contractual obligations
|
$
|
8,149
|
|
|
$
|
13,666
|
|
|
$
|
16,163
|
|
|
$
|
25,381
|
|
|
$
|
63,359
|
|
(1)
|
Represents principal amounts of long-term debt to affiliates and third parties at maturity, excluding unamortized premium from purchase price allocation fair value adjustment, capital lease obligations and vendor financing arrangements.
|
(2)
|
Future minimum payments, including principal and interest payments and imputed lease rental income, related to the tower obligations.
|
(3)
|
T-Mobile calculated the minimum obligation for certain agreements to purchase goods or services based on termination fees that can be paid to exit the contract. Termination penalties are included in the above table as payments due in less than one year, as this is the earliest T-Mobile could exit these contracts. For certain contracts that include fixed volume purchase commitments and fixed prices for various products, the purchase obligations are calculated using fixed volumes and contractually fixed prices for the products that are expected to be purchased. This table does not include open purchase orders as of
September 30, 2016
under normal business purposes.
|
(4)
|
Represents future undiscounted cash flows related to decommissioned MetroPCS CDMA network and certain other redundant cell sites as of
September 30, 2016
.
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed Herein
|
4.1
|
|
Eleventh Supplemental Indenture, dated as of August 30, 2016, by and among T-Mobile USA, Inc., the other guarantors party thereto, and Wells Fargo Bank, N.A., as trustee.
|
|
|
|
|
|
|
|
X
|
4.2
|
|
Eighth Supplemental Indenture, dated as of August 30, 2016, by and among T-Mobile USA, Inc., the other guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
|
|
|
|
|
X
|
4.3
|
|
Twenty-Second Supplemental Indenture, dated as of August 30, 2016, by and among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
|
|
|
|
|
|
|
|
X
|
10.1
|
|
First Amendment, dated as of July 27, 2016, to the Amended and Restated Receivables Purchase and Administration Agreement, dated as of June 6, 2016, by and among T-Mobile Handset Funding LLC, as transferor, T-Mobile Financial LLC, as servicer, T-Mobile US, Inc., as performance guarantor, Royal Bank of Canada, as administrative agent, and certain financial institutions party thereto.
|
|
|
|
|
|
|
|
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
|
*
|
|
Furnished herein.
|
|
|
T-MOBILE US, INC.
|
|
|
|
October 24, 2016
|
|
/s/ J. Braxton Carter
|
|
|
J. Braxton Carter
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
C700-Albuquerque-A LLC
|
|
C700-Boise City-A LLC
|
|
C700-Charleston-A LLC
|
|
C700-Columbus-A LLC
|
|
C700-Ft. Myers-A LLC
|
|
C700-Jacksonville-A LLC
|
|
C700-Richmond-A LLC
|
|
C700-Salt Lake City-A LLC
|
|
C700-Sarasota-A LLC
|
|
C700-Savannah-A LLC
|
|
Cavalier Albany GA, LLC
|
|
Cavalier Albany NY, LLC
|
|
Cavalier Augusta, LLC
|
|
Cavalier Beaumont, LLC
|
|
Cavalier Buffalo, LLC
|
|
Cavalier C Christi TX, LLC
|
|
Cavalier Charlotte, LLC
|
|
Cavalier Columbia, LLC
|
|
Cavalier Fayetteville, LLC
|
|
Cavalier Greensboro, LLC
|
|
Cavalier Greenville, LLC
|
|
Cavalier Harrisburg, LLC
|
|
Cavalier Honolulu, LLC
|
|
Cavalier Lexington, LLC
|
|
Cavalier Louisville, LLC
|
|
Cavalier McAllen, LLC
|
|
Cavalier Spokane, LLC
|
|
Cavalier State College, LLC
|
|
Cavalier Staunton, LLC
|
|
Cavalier Syracuse, LLC
|
|
Cavalier Tallahassee, LLC
|
|
Cavalier Toledo, 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 LEASING 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
|
C700-Albuquerque-A LLC
|
C700-Boise City-A LLC
|
C700-Charleston-A LLC
|
C700-Columbus-A LLC
|
C700-Ft. Myers-A LLC
|
C700-Jacksonville-A LLC
|
C700-Richmond-A LLC
|
C700-Salt Lake City-A LLC
|
C700-Sarasota-A LLC
|
C700-Savannah-A LLC
|
Cavalier Albany GA, LLC
|
Cavalier Albany NY, LLC
|
Cavalier Augusta, LLC
|
Cavalier Beaumont, LLC
|
Cavalier Buffalo, LLC
|
Cavalier C Christi TX, LLC
|
Cavalier Charlotte, LLC
|
Cavalier Columbia, LLC
|
Cavalier Fayetteville, LLC
|
Cavalier Greensboro, LLC
|
Cavalier Greenville, LLC
|
Cavalier Harrisburg, LLC
|
Cavalier Honolulu, LLC
|
Cavalier Lexington, LLC
|
Cavalier Louisville, LLC
|
Cavalier McAllen, LLC
|
Cavalier Spokane, LLC
|
Cavalier State College, LLC
|
Cavalier Staunton, LLC
|
Cavalier Syracuse, LLC
|
Cavalier Tallahassee, LLC
|
Cavalier Toledo, LLC
|
|
C700-Albuquerque-A LLC
|
|
C700-Boise City-A LLC
|
|
C700-Charleston-A LLC
|
|
C700-Columbus-A LLC
|
|
C700-Ft. Myers-A LLC
|
|
C700-Jacksonville-A LLC
|
|
C700-Richmond-A LLC
|
|
C700-Salt Lake City-A LLC
|
|
C700-Sarasota-A LLC
|
|
C700-Savannah-A LLC
|
|
Cavalier Albany GA, LLC
|
|
Cavalier Albany NY, LLC
|
|
Cavalier Augusta, LLC
|
|
Cavalier Beaumont, LLC
|
|
Cavalier Buffalo, LLC
|
|
Cavalier C Christi TX, LLC
|
|
Cavalier Charlotte, LLC
|
|
Cavalier Columbia, LLC
|
|
Cavalier Fayetteville, LLC
|
|
Cavalier Greensboro, LLC
|
|
Cavalier Greenville, LLC
|
|
Cavalier Harrisburg, LLC
|
|
Cavalier Honolulu, LLC
|
|
Cavalier Lexington, LLC
|
|
Cavalier Louisville, LLC
|
|
Cavalier McAllen, LLC
|
|
Cavalier Spokane, LLC
|
|
Cavalier State College, LLC
|
|
Cavalier Staunton, LLC
|
|
Cavalier Syracuse, LLC
|
|
Cavalier Tallahassee, LLC
|
|
Cavalier Toledo, LLC
|
|
By:
/s/ David A. Miller
|
|
Name: David A. Miller
|
|
Title: Manager
|
|
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 LEASING 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
|
|
Carol Ng
|
|
Vice President
|
|
|
|
By:
/s/ Li Jiang
|
|
Li Jiang
|
|
Vice President
|
C700-Albuquerque-A LLC
|
C700-Boise City-A LLC
|
C700-Charleston-A LLC
|
C700-Columbus-A LLC
|
C700-Ft. Myers-A LLC
|
C700-Jacksonville-A LLC
|
C700-Richmond-A LLC
|
C700-Salt Lake City-A LLC
|
C700-Sarasota-A LLC
|
C700-Savannah-A LLC
|
Cavalier Albany GA, LLC
|
Cavalier Albany NY, LLC
|
Cavalier Augusta, LLC
|
Cavalier Beaumont, LLC
|
Cavalier Buffalo, LLC
|
Cavalier C Christi TX, LLC
|
Cavalier Charlotte, LLC
|
Cavalier Columbia, LLC
|
Cavalier Fayetteville, LLC
|
Cavalier Greensboro, LLC
|
Cavalier Greenville, LLC
|
Cavalier Harrisburg, LLC
|
Cavalier Honolulu, LLC
|
Cavalier Lexington, LLC
|
Cavalier Louisville, LLC
|
Cavalier McAllen, LLC
|
Cavalier Spokane, LLC
|
Cavalier State College, LLC
|
Cavalier Staunton, LLC
|
Cavalier Syracuse, LLC
|
Cavalier Tallahassee, LLC
|
Cavalier Toledo, LLC
|
|
C700-Albuquerque-A LLC
|
|
C700-Boise City-A LLC
|
|
C700-Charleston-A LLC
|
|
C700-Columbus-A LLC
|
|
C700-Ft. Myers-A LLC
|
|
C700-Jacksonville-A LLC
|
|
C700-Richmond-A LLC
|
|
C700-Salt Lake City-A LLC
|
|
C700-Sarasota-A LLC
|
|
C700-Savannah-A LLC
|
|
Cavalier Albany GA, LLC
|
|
Cavalier Albany NY, LLC
|
|
Cavalier Augusta, LLC
|
|
Cavalier Beaumont, LLC
|
|
Cavalier Buffalo, LLC
|
|
Cavalier C Christi TX, LLC
|
|
Cavalier Charlotte, LLC
|
|
Cavalier Columbia, LLC
|
|
Cavalier Fayetteville, LLC
|
|
Cavalier Greensboro, LLC
|
|
Cavalier Greenville, LLC
|
|
Cavalier Harrisburg, LLC
|
|
Cavalier Honolulu, LLC
|
|
Cavalier Lexington, LLC
|
|
Cavalier Louisville, LLC
|
|
Cavalier McAllen, LLC
|
|
Cavalier Spokane, LLC
|
|
Cavalier State College, LLC
|
|
Cavalier Staunton, LLC
|
|
Cavalier Syracuse, LLC
|
|
Cavalier Tallahassee, LLC
|
|
Cavalier Toledo, LLC
|
|
By:
/s/ David A. Miller
|
|
Name: David A. Miller
|
|
Title: Manager
|
|
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 LEASING 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
|
|
Carol Ng
|
|
Vice President
|
|
|
|
By:
/s/ Li Jiang
|
|
Li Jiang
|
|
Vice President
|
C700-Albuquerque-A LLC
|
C700-Boise City-A LLC
|
C700-Charleston-A LLC
|
C700-Columbus-A LLC
|
C700-Ft. Myers-A LLC
|
C700-Jacksonville-A LLC
|
C700-Richmond-A LLC
|
C700-Salt Lake City-A LLC
|
C700-Sarasota-A LLC
|
C700-Savannah-A LLC
|
Cavalier Albany GA, LLC
|
Cavalier Albany NY, LLC
|
Cavalier Augusta, LLC
|
Cavalier Beaumont, LLC
|
Cavalier Buffalo, LLC
|
Cavalier C Christi TX, LLC
|
Cavalier Charlotte, LLC
|
Cavalier Columbia, LLC
|
Cavalier Fayetteville, LLC
|
Cavalier Greensboro, LLC
|
Cavalier Greenville, LLC
|
Cavalier Harrisburg, LLC
|
Cavalier Honolulu, LLC
|
Cavalier Lexington, LLC
|
Cavalier Louisville, LLC
|
Cavalier McAllen, LLC
|
Cavalier Spokane, LLC
|
Cavalier State College, LLC
|
Cavalier Staunton, LLC
|
Cavalier Syracuse, LLC
|
Cavalier Tallahassee, LLC
|
Cavalier Toledo, LLC
|
|
T-MOBILE HANDSET FUNDING LLC,
|
|
as Transferor
|
|
|
|
|
|
By:
/s/ Dirk Wehrse
|
|
Name: Dirk Wehrse
|
|
Title: Senior VP, Treasury, Treasurer
|
|
T-MOBILE FINANCIAL LLC,
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in its individual capacity and as Servicer
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By:
/s/ Dirk Wehrse
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Name: Dirk Wehrse
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Title: Senior VP, Treasury, Treasurer
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T-MOBILE US, INC.,
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as Guarantor
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By:
/s/ Dirk Wehrse
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Name: Dirk Wehrse
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Title: Senior VP, Treasury, Treasurer
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ROYAL BANK OF CANADA,
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as Administrative Agent
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By:
/s/ Kevin P. Wilson
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Name: Kevin P. Wilson
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Title: Authorized Signatory
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ROYAL BANK OF CANADA,
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as a Funding Agent
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By:
/s/ Kevin P. Wilson
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Name: Kevin P. Wilson
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Title: Authorized Signatory
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LANDESBANK HESSEN-THÜRINGEN
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GIROZENTRALE,
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as Funding Agent
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By:
/s/ Björn Reinecke
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Name: Björn Reinecke
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Title: Senior Analyst
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By:
/s/ Bjoern Mollner
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Name: Bjoern Mollner
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Title: Vice President
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THE BANK OF TOKYO-MITSUBISHI UFJ,
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LTD., NEW YORK BRANCH,
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as Funding Agent
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By:
/s/ Van Dusenbury
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Name: Van Dusenbury
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Title: Managing Director
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LLOYDS BANK PLC,
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as Funding Agent
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By:
/s/ Parker Russell
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Name: Parker Russell
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Title: Managing Director
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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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