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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-0836269
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2250 Lakeside Boulevard
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Richardson, Texas
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75082-4304
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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New York Stock Exchange
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Rights to purchase Series A Junior Participating Preferred Stock
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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the highly competitive nature of our industry and changes in the competitive landscape;
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the current economic environment in the United States; disruptions to the credit and financial markets in the United States; and contractions or limited growth on consumer spending as a result of the uncertainty in the United States economy;
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our ability to manage our rapid growth, achieve planned growth, manage churn rates and maintain our cost structure;
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our and our competitors’ current and planned promotions, marketing, sales and other initiatives and our ability to respond and support them;
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our ability to negotiate and maintain acceptable agreements with our suppliers and vendors, including roaming arrangements;
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the seasonality of our business and any failure to have strong customer growth in the first and fourth quarters;
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increases or changes in taxes and regulatory fees or the services to which such taxes and fees are applied;
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the rapid technological changes in our industry, our ability to adapt, respond and deploy new technologies and successfully offer new services using such new technology;
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our ability to fulfill the demands and expectations of our customers, secure the products, services, applications, content and network infrastructure equipment we need or which our customers or potential customers expect or demand, and to provide the customer care our customers demand;
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the availability of additional spectrum, our ability to secure spectrum, or secure it at acceptable prices, when we need it;
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our ability to manage our networks to deliver the services and to deliver the service quality and speed our customers expect and demand and to maintain and increase capacity of our networks and business systems to satisfy the demands
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our ability to adequately enforce or protect our intellectual property rights and defend against suits filed by others;
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our capital structure, including our indebtedness amounts and the limitations imposed by the covenants in our indebtedness and maintain our financial and disclosure controls and procedures;
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our inability to attract and retain key members of management and train personnel;
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our reliance on third parties to provide distribution, products, software and services that are integral to, used or sold by our business and the ability of our suppliers to perform, develop and timely provide us with technological developments, products and services we need to remain competitive;
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possible disruptions or intrusions of our billing, operational support, and customer care systems and networks which may limit our ability to provide service or cause disclosure of our customers' information, and the associated harm to our customers, our systems, and our goodwill;
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governmental regulation affecting our services and changes in government regulation, and the costs of compliance and our failure to comply with such regulations; and
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other factors described in this Annual Report under “Risk Factors.”
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Our Service Plans
. We currently offer our wireless broadband mobile services on a no long-term contract, paid-in-advance, flat-rate, and predominately unlimited usage basis. Starting in January 2010, we began offering our wireless broadband mobile services using rate plans that include all applicable taxes and regulatory fees. We believe we offer a compelling value proposition to our customers. Our average per minute cost to our customers for our wireless broadband mobile service plans is significantly lower than the average per minute cost of other traditional wireless broadband mobile carriers based on the average use of such carriers' customers based on publicly available information. We believe our low average cost per minute has positioned, and will continue to position, us well for the growing trend of wireline displacement.
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Our Densely Populated Markets.
The aggregate population density in and around the metropolitan areas we currently serve over our networks is substantially higher than the national average. We believe the high relative population density of the major metropolitan areas our networks serve results in increased efficiencies in network deployment, operations and product distribution.
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Our Cost Leadership Position.
We believe we have one of the lowest costs to provide wireless broadband mobile services of any of the providers of wireless broadband mobile services in the United States, which allows us to offer our services on a flat-rate, and predominately unlimited basis at affordable prices while maintaining cash profits per customer as a percentage of revenue per customer that we believe is among the highest in the wireless broadband mobile services industry. We currently are the fifth largest facilities-based wireless broadband mobile services provider in the United States based on number of customers served, and we have, and we believe we will continue to enjoy, economies of scale as we continue to increase the number of customers we serve.
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Our Spectrum Portfolio.
As of December 31, 2011, we hold licenses for wireless spectrum suitable for wireless broadband mobile services covering a population of 142 million people in and around many of the largest metropolitan areas in the United States.
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Our Advanced Networks.
We utilize CDMA and 4G LTE technologies in our networks and our networks are designed to provide the capacity necessary to satisfy the usage requirements of our customers. We believe CDMA and 4G LTE technology provides us with substantially more voice and data capacity per MHz of spectrum than other commonly deployed wireless broadband mobile technologies.
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Target underserved customer segments in our markets.
We predominantly target a mass market that we believe has been largely underserved historically by traditional wireless broadband mobile carriers.
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Offer simple, predictable, affordable and flexible service plans.
We plan to continue to focus on increasing the value provided to our customers by offering simple, predictable, affordable and flexible service plans. In January 2010, we introduced a new family of unlimited wireless broadband mobile service plans that include all applicable taxes and regulatory fees for a flat-rate. In January 2011, we introduced new 4G LTE wireless broadband mobile service plans that allow customers to enjoy voice, text and web access services at fixed monthly rates, including all applicable taxes and regulatory fees, starting as low as $40 per month.
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Remain one of the lowest cost wireless service providers in the United States.
We plan to continue to focus on controlling our costs to allow us to remain one of the lowest cost providers of wireless broadband mobile services in the United States.
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Expand our markets.
We plan to continue to focus on expanding in and around the major metropolitan areas we currently serve, which may require us to acquire or gain access to additional spectrum suitable for wireless broadband mobile service or enter into or expand our roaming arrangements with other wireless carriers beyond those in which our customers currently can receive wireless broadband mobile service.
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Continue to invest in our networks.
We plan to continue to make significant capital improvements to our networks in order to offer our customers competitive and technologically-advanced services, including enhanced data services, location based services and digital technology as they become increasingly available. We introduced the first commercial 4G LTE service in the United States in our Las Vegas and Dallas/Fort Worth metropolitan areas in September 2010 and subsequently have launched commercial 4G LTE service in all of our major metropolitan areas already served with our CDMA network. We also have selectively deployed EVDO in our CDMA network in order to expand our capacity to serve the data needs of our customers.
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Offer nationwide voice, text and web services.
Beginning in January 2010, all unlimited wireless broadband mobile service plans we offer to new customers include nationwide voice, text and web access services for a flat rate inclusive of applicable taxes and regulatory fees. In order to provide these plans, we have entered into, and plan to enter into or expand in the future, roaming agreements with other wireless broadband mobile service providers that allow our customers to receive wireless broadband mobile services when they are outside the areas we currently serve with our networks.
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Voice Services.
Our voice services allow customers to place voice calls to, and receive calls from, any telephone in the world, including local, domestic long distance, and international calls. Our voice services also allow customers to receive and make calls while they are located in areas served by our networks and in those geographic areas served by certain other wireless broadband mobile carriers with whom we have roaming arrangements.
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Data Services.
Our data services include text messaging services (domestic and international); multimedia messaging services; mobile Internet access; mobile instant messaging; location based services; social networking services; push e-mail; multimedia streaming and downloads; and services provided, depending on the network and locale, through the Binary Runtime Environment for Wireless, or BREW, Blackberry, Windows, and the Android platforms, such as ringtones, ring back tones, games, content, and applications.
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Custom Calling Features.
We offer custom calling features, including caller ID, call waiting, three-way calling and voicemail.
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Advanced Handsets.
We sell a variety of feature phones, and increasingly, smartphones, manufactured by nationally recognized manufacturers for use on our network, including models that have cameras, can browse the Internet, play music, play streaming audio, display streaming video and downloaded video, and have other features facilitating digital data. We sell a variety of handsets using vendor or handset specific operating systems, such as BREW, Blackberry, Windows, and the Android operating system.
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Miami, Atlanta and Sacramento in the first quarter of 2002
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San Francisco in September 2002
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Tampa/Sarasota in October 2005
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Dallas/Fort Worth in March 2006
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Detroit in April 2006
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Orlando and portions of northern Florida in November 2006
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Los Angeles in September 2007
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Las Vegas in March 2008
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Philadelphia in July 2008
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New York and Boston in February 2009
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uncertain revenues and expenses, including difficulty in achieving projected synergies, with the result that we may not realize the growth in revenues, anticipated cost structure, profitability, or return on investment that we expect;
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difficulty integrating the acquired business, technologies, services, spectrum, products, operations and personnel of the acquired businesses while maintaining uniform standards, controls, policies and procedures;
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difficulty converting customers to or retaining customers with our network, services, customer care and billing platforms;
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disruption of ongoing business;
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impact on our cash and available credit lines for use in financing future growth and working capital needs;
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obligations imposed on us by counterparties in such transactions that limit our ability to obtain additional financing, our ability to compete in geographic areas or specific lines of business, or other aspects of our operational flexibility;
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increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations required under the Exchange Act;
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loss of or inability to attract and retain key personnel;
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delayed implementation of services, products and technology pending any regulatory approval of such transaction;
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impairment of relationships with employees, customers or vendors;
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difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, procedures at acquired entities not based on U.S. GAAP;
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changes to our business, our distribution strategies, our business model or our service plans;
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inability to predict or anticipate market developments and capital commitments relating to the transaction; and
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with respect to any spectrum acquisition in a foreign country, difficulties and expenditures associated with operating in a foreign jurisdiction.
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the different types of products and services offered and the prices and range of service plans and products;
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service content, features, data speeds, technology, coverage, compatible handset options, distribution, service areas, network operability and quality;
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customer perceptions;
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competitive offers; and
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customer care levels.
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customer demand for our products and services and our inability to meet those customer expectations and demands;
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our ability, or our supplier's ability, to obtain or offer and provide products or services which our current or prospective customers demand, want, expect or need, or for prices that they are willing to pay;
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increased competition from existing competitors or new competitors;
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our ability to differentiate our products and services from the products and services offered by our competitors;
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higher than anticipated churn in our markets or lower than anticipated gross adds in our markets;
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our ability to increase our network capacity, or maintain network reliability, in areas we currently serve to keep up with and meet increasing customer demand;
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our ability to upgrade our network in the future to provide services that our customers wants or demand;
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our ability to offer competitive data services;
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limitations in our customer service, billing and other systems;
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our ability to manage inventory and adequately forecast our inventory needs, such as handset quantity, quality and type;
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our ability to provide service in areas or provided applications or content demanded by our current and prospective customers;
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our ability to attract and retain indirect agents and dealers for our products and services;
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our ability to increase the relevant coverage areas in our existing markets, to expand our roaming arrangements to areas that are important to our customers or to allow us to offer services at rates which are attractive to our current and prospective customers;
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our ability to maintain our desired average revenue per user (ARPU);
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our ability to achieve projected penetration rates in the various metropolitan areas due to market saturation or competition;
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our ability to reach suitable roaming agreements or reasonable roaming rates with desired roaming partners;
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our ability to manage the rate of voice minutes and data usage;
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unfavorable United States economic conditions, which may have a disproportionately negative impact on certain portions of our customer base including an impact on their ability to buy new handsets or pay for our services;
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changes in the demographics of our markets; and
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adverse changes in the legislative and regulatory environment that may limit our ability to differentiate our services or grow our customer base.
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network issues, including network coverage, network reliability, technology upgrades, data speeds, network capacity, network technology, network responsiveness, network congestion and network availability;
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poor call quality, lack of in-building coverage and dropped and blocked calls;
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limitations in our customer service, billing and other systems;
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geographic coverage, including roaming coverage, for all our services, including 4G LTE, at affordable rates, which has historically been less extensive than our competitors;
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affordability and unfavorable United States economic conditions, which may have a disproportionately negative impact on certain portions of our customer base including an impact on their ability to buy new handsets or pay for our services;
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supplier or vendor failures;
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customer perceptions of, demand for, and our prices for, our products, services, content, applications and offerings;
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customer care concerns, including reliance on automated customer service solutions that do not provide customers with the personal attention they desire;
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our ability to differentiate our products and services from our competitors;
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our ability to offer products including smartphones, tablets, connected devices, services, content, applications and data services, with features, applications, content, and operating systems, that our customers expect, want or demand;
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our rate of growth;
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our rate plans, distribution model, and incentives to our direct dealers and agents;
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handset, application, and content selection and related issues, including lack of access, or early access, to the newest handsets, innovative wireless applications, and content, and handset prices and handset problems, including greater demand by our customers;
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the types, make-up and nature of our service plans and our marketing and promotional offers;
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wireless number portability requirements that allow customers to keep their wireless phone numbers when switching between service providers;
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our inability to offer bundled services or services offered by our competitors; and
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competition and competitive offers by other wireless broadband mobile service providers.
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physical damage to outside plant facilities;
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power surges or outages;
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equipment failure;
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vendor or supplier failures or delays;
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software defects;
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viruses, malware, worms, Trojan horses, unsolicited mass advertising, denial of service and other malicious or abusive attacks by third parties, including cyber attacks or other breaches of network or information technology security;
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fraud, including customer credit card fraud, subscription or dealer fraud;
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unauthorized use of our or our provider's networks;
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unauthorized access to our information technology, billing, customer care, provisioning systems and networks and those of our vendors and other providers;
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human error;
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customer demand for services exceeding our ability to provide such services;
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demands placed on our network by devices, services or content demanded by our customers;
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disruptions beyond our control, including disruptions caused by criminal or terrorist activities, theft, natural disasters, such as earthquakes, hurricanes, floods, or fire; and
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failures in operational support systems.
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actual or anticipated fluctuations in our or our competitors' operating and financial results;
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introduction of new products and services by us or our competitors or changes in service plans or pricing by us or our competitors;
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analyst projections, analyst target prices for our securities and changes in, or our failure to meet, securities analysts' expectations;
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entry of new competitors into our markets or perceptions of increased price competition, including a price war;
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concentration of offered services and assets in the U.S., in particular limited major metropolitan areas;
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changes in our credit rating or future prospects;
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disruptions of our operations or service providers necessary to our network operations;
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seasonal effects on, or other variations in, our customer base and our business metrics, including churn and net gains;
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market perceptions relating to our services, network, handsets and deployment of our 4G LTE platform;
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our ability to develop and market new and enhanced products and services on a timely basis that are attractive to our customers;
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challenges to our intellectual property rights or claims that we infringe the intellectual property rights of others;
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pending or threatened litigation or regulatory investigations;
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adoption of or changes in governmental regulations and new accounting standards;
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conditions and trends in the communications and high technology markets;
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adverse publicity regarding our Company;
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announcements of, rumors of, or the consummation of mergers, acquisitions, strategic alliances or significant agreements, or resources of, or lack of, any of the foregoing, by us or by our competitors;
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announcements by us or competitors of significant contracts, commercial relationships or capital commitments;
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announcement by us regarding the entering into, or termination of, material transactions or agreements;
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sales of our common stock by our directors, executive officers or affiliates or significant stockholders;
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the amount of short interest in our securities;
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volatility in stock market prices and volumes, which is particularly common among securities of telecommunications companies;
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the general state of the U.S. and world economies;
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the availability or perceived availability of additional capital in general and our access to such capital;
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availability of additional spectrum, whether by the announcement, commencement, bidding and closing of auctions for new spectrum or acquisitions of other businesses;
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recruitment or departure of key personnel, management or board members; and
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failure to timely file periodic reports.
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incurring additional debt;
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paying dividends, redeeming capital stock or making other restricted payments or investments;
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selling or buying assets, properties or licenses;
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developing assets, properties or licenses which we have or in the future may procure;
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creating liens on assets;
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participating in future FCC auctions of spectrum or private sales of spectrum;
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engaging in mergers, acquisitions, business combinations, or other transactions;
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merging, consolidating or disposing of assets;
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entering into transactions with affiliates; and
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placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
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introduction of new products and services by us or our competitors, changes in service plans or pricing by us or our competitors, or promotional offers;
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our ability to maintain our current cost structure; and
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our ability to continue to grow our customer base and maintain our projected levels of churn.
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limiting our ability to borrow money or sell stock to fund working capital, capital expenditures, debt service requirements, acquisitions, technological initiatives and other general corporate purposes;
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making it more difficult for us to make payments on our indebtedness;
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increasing our vulnerability to general economic downturns and industry conditions and limiting our ability to withstand competitive pressure;
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limiting our flexibility in planning for, or reacting to, changes in our business or the telecommunications industry;
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limiting our ability to increase our capital expenditures to roll out new services or to upgrade our networks to new technologies;
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limiting our ability to purchase additional spectrum or develop new metropolitan areas in the future;
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reducing the amount of cash available for working capital needs, capital expenditures for existing and new markets and other corporate purposes by requiring us to dedicate a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness; and
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placing us at a competitive disadvantage to our competitors who are less leveraged than we are.
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authorize the issuance of preferred stock that can be created and issued by the board of directors without prior stockholder approval to increase the number of outstanding shares and deter or prevent a takeover attempt;
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prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of our stockholders;
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require stockholder meetings to be called only by the President or at the written request of a majority of the directors then in office and not the stockholders;
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prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
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provide that our board of directors is divided into three classes, each serving three-year terms; and
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establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
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High
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Low
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Fiscal year ended December 31, 2010
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First quarter
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$
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7.99
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$
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5.53
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Second quarter
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9.15
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7.15
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Third quarter
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10.49
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8.30
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Fourth quarter
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12.74
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10.29
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Fiscal year ended December 31, 2011
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First quarter
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$
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16.32
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$
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12.53
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Second quarter
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18.69
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15.94
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Third quarter
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17.77
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8.71
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Fourth quarter
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9.73
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7.51
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•
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any applicable contractual restrictions limiting our ability to pay dividends;
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our earnings and cash flows;
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our capital requirements;
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our future needs for cash;
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our financial condition; and
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other factors our board of directors deems relevant.
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Period
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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
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Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (1)
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Equity Compensation Plans
Approved by Stockholders
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28,745,562
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$
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14.54
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18,183,625
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Equity Compensation Plans Not
Approved by Stockholders
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—
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—
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—
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Total
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28,745,562
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$
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14.54
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18,183,625
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(1
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)
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Number of securities remaining available for future issuance under the 2004 Plan and 2010 Plan include all forms of awards as defined in the 2004 Plan and 2010 Plan, including, among other things, stock options and restricted stock awards.
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Plan Category
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Total Number of Shares Purchased During Period
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Average Price Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
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October 1 - October 31
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8,656
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$
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8.25
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—
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—
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November 1 - November 30
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10,559
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$
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8.80
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—
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—
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December 1 - December 31
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46,271
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$
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8.30
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—
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—
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Total
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65,486
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$
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8.37
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—
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—
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Year Ended December 31,
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2011
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2010
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2009
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2008
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2007
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||||||||||
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(In Thousands, Except Share and Per Share Data)
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Statement of Operations Data:
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Revenues:
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||||||||||
Service revenues
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$
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4,428,208
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$
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3,689,695
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$
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3,130,385
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$
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2,437,250
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$
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1,919,197
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Equipment revenues
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419,174
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379,658
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350,130
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314,266
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316,537
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|||||
Total revenues
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4,847,382
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4,069,353
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3,480,515
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2,751,516
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2,235,734
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|||||
Operating expenses:
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|
||||||||||
Cost of service (excluding depreciation and amortization disclosed separately below)
|
|
1,473,836
|
|
|
1,223,931
|
|
|
1,120,052
|
|
|
857,295
|
|
|
647,510
|
|
|||||
Cost of equipment
|
|
1,439,595
|
|
|
1,093,944
|
|
|
884,272
|
|
|
704,648
|
|
|
597,233
|
|
|||||
Selling, general and administrative expenses (excluding depreciation and amortization disclosed separately below)
|
|
643,959
|
|
|
621,660
|
|
|
567,730
|
|
|
447,582
|
|
|
352,020
|
|
|||||
Depreciation and amortization
|
|
538,835
|
|
|
449,732
|
|
|
377,856
|
|
|
255,319
|
|
|
178,202
|
|
|||||
Loss (gain) on disposal of assets
|
|
3,619
|
|
|
(38,812
|
)
|
|
(4,683
|
)
|
|
18,905
|
|
|
655
|
|
|||||
Total operating expenses
|
|
4,099,844
|
|
|
3,350,455
|
|
|
2,945,227
|
|
|
2,283,749
|
|
|
1,775,620
|
|
|||||
Income from operations
|
|
747,538
|
|
|
718,898
|
|
|
535,288
|
|
|
467,767
|
|
|
460,114
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
261,073
|
|
|
263,125
|
|
|
270,285
|
|
|
179,398
|
|
|
201,746
|
|
|||||
Interest income
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|
(2,870
|
)
|
|
(22,947
|
)
|
|
(63,933
|
)
|
|||||
Other (income) expense, net
|
|
(699
|
)
|
|
1,807
|
|
|
1,808
|
|
|
1,035
|
|
|
1,000
|
|
|||||
Loss on extinguishment of debt
|
|
9,536
|
|
|
143,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment loss on investment securities
|
|
—
|
|
|
—
|
|
|
2,386
|
|
|
30,857
|
|
|
97,800
|
|
|||||
Total other expense
|
|
267,882
|
|
|
406,604
|
|
|
271,609
|
|
|
188,343
|
|
|
236,613
|
|
|||||
Income before provision for income taxes
|
|
479,656
|
|
|
312,294
|
|
|
263,679
|
|
|
279,424
|
|
|
223,501
|
|
|||||
Provision for income taxes
|
|
(178,346
|
)
|
|
(118,879
|
)
|
|
(86,835
|
)
|
|
(129,986
|
)
|
|
(123,098
|
)
|
|||||
Net income
|
|
301,310
|
|
|
193,415
|
|
|
176,844
|
|
|
149,438
|
|
|
100,403
|
|
|||||
Accrued dividends on Series D Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,499
|
)
|
|||||
Accrued dividends on Series E Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(929
|
)
|
|||||
Accretion on Series D Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|||||
Accretion on Series E Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||
Net income applicable to Common Stock
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
|
$
|
176,844
|
|
|
$
|
149,438
|
|
|
$
|
92,721
|
|
Net income per common share(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.83
|
|
|
$
|
0.54
|
|
|
$
|
0.50
|
|
|
$
|
0.43
|
|
|
$
|
0.29
|
|
Diluted
|
|
$
|
0.82
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|
$
|
0.42
|
|
|
$
|
0.28
|
|
Weighted average shares(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
360,410,168
|
|
|
353,711,045
|
|
|
351,898,898
|
|
|
349,395,285
|
|
|
287,692,280
|
|
|||||
Diluted
|
|
363,837,940
|
|
|
356,135,089
|
|
|
355,942,921
|
|
|
355,380,111
|
|
|
296,337,724
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,061,808
|
|
|
$
|
994,500
|
|
|
$
|
899,349
|
|
|
$
|
447,490
|
|
|
$
|
589,306
|
|
Net cash used in investing activities
|
|
(886,871
|
)
|
|
(950,418
|
)
|
|
(1,116,954
|
)
|
|
(1,294,275
|
)
|
|
(517,088
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
971,814
|
|
|
(176,932
|
)
|
|
449,038
|
|
|
74,525
|
|
|
1,236,492
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents & short-term investments
|
|
$
|
2,243,254
|
|
|
$
|
1,171,393
|
|
|
$
|
1,154,313
|
|
|
$
|
697,951
|
|
|
$
|
1,470,208
|
|
Property and equipment, net
|
|
4,017,999
|
|
|
3,659,445
|
|
|
3,252,213
|
|
|
2,847,751
|
|
|
1,891,411
|
|
|||||
Total assets
|
|
9,482,931
|
|
|
7,918,580
|
|
|
7,386,017
|
|
|
6,422,148
|
|
|
5,806,130
|
|
|||||
Long-term debt (including current maturities)
|
|
4,744,481
|
|
|
3,779,283
|
|
|
3,645,275
|
|
|
3,074,992
|
|
|
3,002,177
|
|
|||||
Stockholders' equity
|
|
2,927,600
|
|
|
2,541,576
|
|
|
2,288,142
|
|
|
2,034,323
|
|
|
1,848,746
|
|
(1
|
)
|
See Note 15 to the consolidated financial statements included elsewhere in this report for an explanation of the calculation of basic and diluted net income per common share. The calculation of basic and diluted net income per common share for the year ended December 31, 2007 and 2008 is not included in Note 15 to the consolidated financial statements.
|
|
|
Year Ended December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
|
49.88
|
%
|
|
54.74
|
%
|
||
Risk-free interest rate
|
|
2.06
|
%
|
|
2.24
|
%
|
||
Expected lives in years
|
|
5.00
|
|
|
5.00
|
|
||
Weighted-average fair value of options:
|
|
|
|
|
||||
Granted at fair value
|
|
$
|
6.49
|
|
|
$
|
3.23
|
|
Weighted-average exercise price of options:
|
|
|
|
|
||||
Granted at fair value
|
|
$
|
14.37
|
|
|
$
|
6.62
|
|
•
|
Cell Site Costs.
We incur expenses for the rent of cell sites, network facilities, engineering operations, field technicians and related utility and maintenance charges.
|
•
|
Interconnection Costs.
We pay other telecommunications companies and third-party providers for leased facilities and usage-based charges for transporting and terminating network traffic from our cell sites and switching centers. We have pre-negotiated rates for transport and termination of calls originated by our customers, including negotiated interconnection agreements with relevant exchange carriers in each of our service areas.
|
•
|
Variable Long Distance.
We pay charges to other telecommunications companies for long distance service provided to our customers. These variable charges are based on our customers’ usage, applied at pre-negotiated rates with the long distance carriers.
|
•
|
Customer Support.
We pay charges to nationally recognized third-party providers for customer care, billing and payment processing services.
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2011
|
|
2010
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
REVENUES:
|
|
|
|
|
|
|
|||||
Service revenues
|
|
$
|
4,428,208
|
|
|
$
|
3,689,695
|
|
|
20
|
%
|
Equipment revenues
|
|
419,174
|
|
|
379,658
|
|
|
10
|
%
|
||
Total revenues
|
|
4,847,382
|
|
|
4,069,353
|
|
|
19
|
%
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
||||
Cost of service (excluding depreciation and amortization disclosed separately below)(1)
|
|
1,473,836
|
|
|
1,223,931
|
|
|
20
|
%
|
||
Cost of equipment
|
|
1,439,595
|
|
|
1,093,944
|
|
|
32
|
%
|
||
Selling, general and administrative expenses (excluding depreciation and amortization disclosed separately below)(1)
|
|
643,959
|
|
|
621,660
|
|
|
4
|
%
|
||
Depreciation and amortization
|
|
538,835
|
|
|
449,732
|
|
|
20
|
%
|
||
Loss (gain) on disposal of assets
|
|
3,619
|
|
|
(38,812
|
)
|
|
(109
|
%)
|
||
Total operating expenses
|
|
4,099,844
|
|
|
3,350,455
|
|
|
22
|
%
|
||
Income from operations
|
|
$
|
747,538
|
|
|
$
|
718,898
|
|
|
4
|
%
|
(1)
|
Cost of service and selling, general and administrative expenses include stock-based compensation expense. For the year ended December 31, 2011, cost of service includes $3.5 million and selling, general and administrative expenses includes $38.3 million of stock-based compensation expense. For the year ended December 31, 2010, cost of service includes $3.5 million and selling, general and administrative expenses includes $43.0 million of stock-based compensation expense.
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2011
|
|
2010
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Interest expense
|
|
$
|
261,073
|
|
|
$
|
263,125
|
|
|
(1
|
%)
|
Loss on extinguishment of debt
|
|
9,536
|
|
|
143,626
|
|
|
(93
|
%)
|
||
Provision for income taxes
|
|
178,346
|
|
|
118,879
|
|
|
50
|
%
|
||
Net income
|
|
301,310
|
|
|
193,415
|
|
|
56
|
%
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2010
|
|
2009
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
REVENUES:
|
|
|
|
|
|
|
|||||
Service revenues
|
|
$
|
3,689,695
|
|
|
$
|
3,130,385
|
|
|
18
|
%
|
Equipment revenues
|
|
379,658
|
|
|
350,130
|
|
|
8
|
%
|
||
Total revenues
|
|
4,069,353
|
|
|
3,480,515
|
|
|
17
|
%
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|||||
Cost of service (excluding depreciation and amortization disclosed separately below)(1)
|
|
1,223,931
|
|
|
1,120,052
|
|
|
9
|
%
|
||
Cost of equipment
|
|
1,093,944
|
|
|
884,272
|
|
|
24
|
%
|
||
Selling, general and administrative expenses (excluding depreciation and amortization disclosed separately below)(1)
|
|
621,660
|
|
|
567,730
|
|
|
9
|
%
|
||
Depreciation and amortization
|
|
449,732
|
|
|
377,856
|
|
|
19
|
%
|
||
Gain on disposal of assets
|
|
(38,812
|
)
|
|
(4,683
|
)
|
|
**
|
|
||
Total operating expenses
|
|
3,350,455
|
|
|
2,945,227
|
|
|
14
|
%
|
||
Income from operations
|
|
$
|
718,898
|
|
|
$
|
535,288
|
|
|
34
|
%
|
(1)
|
Cost of service and selling, general and administrative expenses include stock-based compensation expense. For the year ended December 31, 2010, cost of service includes $3.5 million and selling, general and administrative expenses includes $43.0 million of stock-based compensation expense. For the year ended December 31, 2009, cost of service includes $4.2 million and selling, general and administrative expenses includes $43.6 million of stock-based compensation expense.
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2010
|
|
2009
|
|
Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Interest expense
|
|
$
|
263,125
|
|
|
$
|
270,285
|
|
|
(3
|
%)
|
Loss on extinguishment of debt
|
|
143,626
|
|
|
—
|
|
|
100
|
%
|
||
Provision for income taxes
|
|
118,879
|
|
|
86,835
|
|
|
37
|
%
|
||
Net income
|
|
193,415
|
|
|
176,844
|
|
|
9
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
Customers:
|
|
|
|
|
|
|
||||||
End of period
|
|
9,346,659
|
|
|
8,155,110
|
|
|
6,639,524
|
|
|||
Net additions
|
|
1,191,549
|
|
|
1,515,586
|
|
|
1,272,691
|
|
|||
Churn:
|
|
|
|
|
|
|
||||||
Average monthly rate
|
|
3.8
|
%
|
|
3.6
|
%
|
|
5.5
|
%
|
|||
ARPU
|
|
$
|
40.57
|
|
|
$
|
39.79
|
|
|
$
|
40.68
|
|
CPGA
|
|
$
|
173.11
|
|
|
$
|
157.26
|
|
|
$
|
145.79
|
|
CPU
|
|
$
|
19.56
|
|
|
$
|
18.49
|
|
|
$
|
17.23
|
|
Adjusted EBITDA (in thousands)
|
|
$
|
1,331,783
|
|
|
$
|
1,176,355
|
|
|
$
|
956,244
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||||||||||
Customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
End of period
|
|
7,331,126
|
|
|
7,634,135
|
|
|
7,857,384
|
|
|
8,155,110
|
|
|
8,881,055
|
|
|
9,079,865
|
|
|
9,149,249
|
|
|
9,346,659
|
|
||||||||
Net additions
|
|
691,602
|
|
|
303,009
|
|
|
223,249
|
|
|
297,726
|
|
|
725,945
|
|
|
198,810
|
|
|
69,384
|
|
|
197,410
|
|
||||||||
Churn:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Average monthly rate
|
|
3.7
|
%
|
|
3.3
|
%
|
|
3.8
|
%
|
|
3.5
|
%
|
|
3.1
|
%
|
|
3.9
|
%
|
|
4.5
|
%
|
|
3.7
|
%
|
||||||||
ARPU
|
|
$
|
39.83
|
|
|
$
|
39.84
|
|
|
$
|
39.69
|
|
|
$
|
39.79
|
|
|
$
|
40.42
|
|
|
$
|
40.49
|
|
|
$
|
40.80
|
|
|
$
|
40.55
|
|
CPGA
|
|
$
|
146.18
|
|
|
$
|
164.29
|
|
|
$
|
160.54
|
|
|
$
|
161.88
|
|
|
$
|
157.28
|
|
|
$
|
177.88
|
|
|
$
|
193.95
|
|
|
$
|
165.79
|
|
CPU
|
|
$
|
18.79
|
|
|
$
|
17.90
|
|
|
$
|
18.47
|
|
|
$
|
18.83
|
|
|
$
|
19.79
|
|
|
$
|
18.94
|
|
|
$
|
19.52
|
|
|
$
|
20.00
|
|
Adjusted EBITDA (in thousands)
|
|
$
|
223,620
|
|
|
$
|
322,332
|
|
|
$
|
315,175
|
|
|
$
|
315,230
|
|
|
$
|
285,211
|
|
|
$
|
357,293
|
|
|
$
|
327,321
|
|
|
$
|
361,958
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
(in thousands, except average number of customers and ARPU)
|
||||||||||
Calculation of Average Revenue Per User (ARPU):
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
4,428,208
|
|
|
$
|
3,689,695
|
|
|
$
|
3,130,385
|
|
Add: Impact to service revenues of promotional activity
|
|
—
|
|
|
778
|
|
|
42,931
|
|
|||
Less: Pass through charges
|
|
(81,060
|
)
|
|
(91,167
|
)
|
|
(173,099
|
)
|
|||
Net service revenues
|
|
$
|
4,347,148
|
|
|
$
|
3,599,306
|
|
|
$
|
3,000,217
|
|
Divided by: Average number of customers
|
|
8,929,898
|
|
|
7,538,895
|
|
|
6,145,414
|
|
|||
ARPU
|
|
$
|
40.57
|
|
|
$
|
39.79
|
|
|
$
|
40.68
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
||||||||
|
|
(in thousands, except average number of customers and ARPU)
|
||||||||||||||
Calculation of Average Revenue Per User (ARPU):
|
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
$
|
853,283
|
|
|
$
|
922,137
|
|
|
$
|
942,251
|
|
|
$
|
972,024
|
|
Add: Impact to service revenues of promotional activity
|
|
778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less: Pass through charges
|
|
(23,745
|
)
|
|
(24,189
|
)
|
|
(21,270
|
)
|
|
(21,963
|
)
|
||||
Net service revenues
|
|
$
|
830,316
|
|
|
$
|
897,948
|
|
|
$
|
920,981
|
|
|
$
|
950,061
|
|
Divided by: Average number of customers
|
|
6,949,153
|
|
|
7,513,202
|
|
|
7,734,525
|
|
|
7,958,700
|
|
||||
ARPU
|
|
$
|
39.83
|
|
|
$
|
39.84
|
|
|
$
|
39.69
|
|
|
$
|
39.79
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands, except average number of customers and ARPU)
|
||||||||||||||
Calculation of Average Revenue Per User (ARPU):
|
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
$
|
1,050,217
|
|
|
$
|
1,113,292
|
|
|
$
|
1,131,054
|
|
|
$
|
1,133,645
|
|
Less: Pass through charges
|
|
(21,275
|
)
|
|
(20,735
|
)
|
|
(19,785
|
)
|
|
(19,264
|
)
|
||||
Net service revenues
|
|
$
|
1,028,942
|
|
|
$
|
1,092,557
|
|
|
$
|
1,111,269
|
|
|
$
|
1,114,381
|
|
Divided by: Average number of customers
|
|
8,485,035
|
|
|
8,994,405
|
|
|
9,079,982
|
|
|
9,160,172
|
|
||||
ARPU
|
|
$
|
40.42
|
|
|
$
|
40.49
|
|
|
$
|
40.80
|
|
|
$
|
40.55
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
(in thousands, except gross customer additions and CPGA)
|
||||||||||
Calculation of Cost Per Gross Addition (CPGA):
|
|
|
|
|
|
|
||||||
Selling expenses
|
|
$
|
342,019
|
|
|
$
|
330,593
|
|
|
$
|
302,275
|
|
Less: Equipment revenues
|
|
(419,174
|
)
|
|
(379,658
|
)
|
|
(350,130
|
)
|
|||
Add: Impact to service revenues of promotional activity
|
|
—
|
|
|
778
|
|
|
42,931
|
|
|||
Add: Equipment revenue not associated with new customers
|
|
261,271
|
|
|
225,115
|
|
|
169,929
|
|
|||
Add: Cost of equipment
|
|
1,439,595
|
|
|
1,093,944
|
|
|
884,272
|
|
|||
Less: Equipment costs not associated with new customers
|
|
(704,257
|
)
|
|
(520,972
|
)
|
|
(275,793
|
)
|
|||
Gross addition expenses
|
|
$
|
919,454
|
|
|
$
|
749,800
|
|
|
$
|
773,484
|
|
Divided by: Gross customer additions
|
|
5,311,276
|
|
|
4,768,011
|
|
|
5,305,505
|
|
|||
CPGA
|
|
$
|
173.11
|
|
|
$
|
157.26
|
|
|
$
|
145.79
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
||||||||
|
|
(in thousands, except gross customer additions and CPGA)
|
||||||||||||||
Calculation of Cost Per Gross Addition (CPGA):
|
|
|
|
|
|
|
|
|
||||||||
Selling expenses
|
|
$
|
89,146
|
|
|
$
|
86,194
|
|
|
$
|
73,380
|
|
|
$
|
81,872
|
|
Less: Equipment revenues
|
|
(117,220
|
)
|
|
(90,399
|
)
|
|
(78,538
|
)
|
|
(93,502
|
)
|
||||
Add: Impact to service revenues of promotional activity
|
|
778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Add: Equipment revenue not associated with new customers
|
|
63,313
|
|
|
54,392
|
|
|
54,201
|
|
|
53,210
|
|
||||
Add: Cost of equipment
|
|
313,738
|
|
|
235,354
|
|
|
256,265
|
|
|
288,587
|
|
||||
Less: Equipment costs not associated with new customers
|
|
(134,744
|
)
|
|
(113,377
|
)
|
|
(128,016
|
)
|
|
(144,834
|
)
|
||||
Gross addition expenses
|
|
$
|
215,011
|
|
|
$
|
172,164
|
|
|
$
|
177,292
|
|
|
$
|
185,333
|
|
Divided by: Gross customer additions
|
|
1,470,865
|
|
|
1,047,898
|
|
|
1,104,350
|
|
|
1,144,898
|
|
||||
CPGA
|
|
$
|
146.18
|
|
|
$
|
164.29
|
|
|
$
|
160.54
|
|
|
$
|
161.88
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands, except gross customer additions and CPGA)
|
||||||||||||||
Calculation of Cost Per Gross Addition (CPGA):
|
|
|
|
|
|
|
|
|
||||||||
Selling expenses
|
|
$
|
91,863
|
|
|
$
|
78,522
|
|
|
$
|
88,702
|
|
|
$
|
82,933
|
|
Less: Equipment revenues
|
|
(144,160
|
)
|
|
(96,161
|
)
|
|
(74,334
|
)
|
|
(104,519
|
)
|
||||
Add: Equipment revenue not associated with new customers
|
|
75,234
|
|
|
59,355
|
|
|
58,026
|
|
|
68,655
|
|
||||
Add: Cost of equipment
|
|
409,262
|
|
|
342,534
|
|
|
343,473
|
|
|
344,326
|
|
||||
Less: Equipment costs not associated with new customers
|
|
(192,202
|
)
|
|
(159,931
|
)
|
|
(163,610
|
)
|
|
(188,514
|
)
|
||||
Gross addition expenses
|
|
$
|
239,997
|
|
|
$
|
224,319
|
|
|
$
|
252,257
|
|
|
$
|
202,881
|
|
Divided by: Gross customer additions
|
|
1,525,880
|
|
|
1,261,091
|
|
|
1,300,611
|
|
|
1,223,694
|
|
||||
CPGA
|
|
$
|
157.28
|
|
|
$
|
177.88
|
|
|
$
|
193.95
|
|
|
$
|
165.79
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
(in thousands, except average number of customers and CPU)
|
||||||||||
Calculation of Cost Per User (CPU):
|
|
|
|
|
|
|
||||||
Cost of service
|
|
$
|
1,473,836
|
|
|
$
|
1,223,931
|
|
|
$
|
1,120,052
|
|
Add: General and administrative expense
|
|
301,940
|
|
|
291,067
|
|
|
265,455
|
|
|||
Add: Net loss on equipment transactions unrelated to initial customer acquisition
|
|
442,986
|
|
|
295,857
|
|
|
105,864
|
|
|||
Less: Stock-based compensation expense included in cost of service and general and administrative expense
|
|
(41,791
|
)
|
|
(46,537
|
)
|
|
(47,783
|
)
|
|||
Less: Pass through charges
|
|
(81,060
|
)
|
|
(91,167
|
)
|
|
(173,099
|
)
|
|||
Total costs used in the calculation of CPU
|
|
$
|
2,095,911
|
|
|
$
|
1,673,151
|
|
|
$
|
1,270,489
|
|
Divided by: Average number of customers
|
|
8,929,898
|
|
|
7,538,895
|
|
|
6,145,414
|
|
|||
CPU
|
|
$
|
19.56
|
|
|
$
|
18.49
|
|
|
$
|
17.23
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
||||||||
|
|
(in thousands, except average number of customers and CPU)
|
||||||||||||||
Calculation of Cost Per User (CPU):
|
|
|
|
|
|
|
|
|
||||||||
Cost of service
|
|
$
|
284,652
|
|
|
$
|
308,168
|
|
|
$
|
313,688
|
|
|
$
|
317,423
|
|
Add: General and administrative expense
|
|
70,763
|
|
|
72,406
|
|
|
74,051
|
|
|
73,848
|
|
||||
Add: Net loss on equipment transactions unrelated to initial customer acquisition
|
|
71,431
|
|
|
58,985
|
|
|
73,815
|
|
|
91,624
|
|
||||
Less: Stock-based compensation expense included in cost of service and general and administrative expense
|
|
(11,416
|
)
|
|
(11,918
|
)
|
|
(11,770
|
)
|
|
(11,434
|
)
|
||||
Less: Pass through charges
|
|
(23,745
|
)
|
|
(24,189
|
)
|
|
(21,270
|
)
|
|
(21,963
|
)
|
||||
Total costs used in the calculation of CPU
|
|
$
|
391,685
|
|
|
$
|
403,452
|
|
|
$
|
428,514
|
|
|
$
|
449,498
|
|
Divided by: Average number of customers
|
|
6,949,153
|
|
|
7,513,202
|
|
|
7,734,525
|
|
|
7,958,700
|
|
||||
CPU
|
|
$
|
18.79
|
|
|
$
|
17.90
|
|
|
$
|
18.47
|
|
|
$
|
18.83
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands, except average number of customers and CPU)
|
||||||||||||||
Calculation of Cost Per User (CPU):
|
|
|
|
|
|
|
|
|
||||||||
Cost of service
|
|
$
|
341,417
|
|
|
$
|
366,030
|
|
|
$
|
382,033
|
|
|
$
|
384,356
|
|
Add: General and administrative expense
|
|
77,908
|
|
|
76,034
|
|
|
73,757
|
|
|
74,240
|
|
||||
Add: Net loss on equipment transactions unrelated to initial customer acquisition
|
|
116,968
|
|
|
100,576
|
|
|
105,584
|
|
|
119,859
|
|
||||
Less: Stock-based compensation expense included in cost of service and general and administrative expense
|
|
(11,284
|
)
|
|
(10,960
|
)
|
|
(9,898
|
)
|
|
(9,649
|
)
|
||||
Less: Pass through charges
|
|
(21,275
|
)
|
|
(20,735
|
)
|
|
(19,785
|
)
|
|
(19,264
|
)
|
||||
Total costs used in the calculation of CPU
|
|
$
|
503,734
|
|
|
$
|
510,945
|
|
|
$
|
531,691
|
|
|
$
|
549,542
|
|
Divided by: Average number of customers
|
|
8,485,035
|
|
|
8,994,405
|
|
|
9,079,982
|
|
|
9,160,172
|
|
||||
CPU
|
|
$
|
19.79
|
|
|
$
|
18.94
|
|
|
$
|
19.52
|
|
|
$
|
20.00
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
(in thousands)
|
||||||||||
Calculation of Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
|
$
|
176,844
|
|
Adjustments:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
538,835
|
|
|
449,732
|
|
|
377,856
|
|
|||
Loss (gain) on disposal of assets
|
|
3,619
|
|
|
(38,812
|
)
|
|
(4,683
|
)
|
|||
Stock-based compensation expense
|
|
41,791
|
|
|
46,537
|
|
|
47,783
|
|
|||
Interest expense
|
|
261,073
|
|
|
263,125
|
|
|
270,285
|
|
|||
Interest income
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|
(2,870
|
)
|
|||
Other (income) expense, net
|
|
(699
|
)
|
|
1,807
|
|
|
1,808
|
|
|||
Impairment loss on investment securities
|
|
—
|
|
|
—
|
|
|
2,386
|
|
|||
Loss on extinguishment of debt
|
|
9,536
|
|
|
143,626
|
|
|
—
|
|
|||
Provision for income taxes
|
|
178,346
|
|
|
118,879
|
|
|
86,835
|
|
|||
Adjusted EBITDA
|
|
$
|
1,331,783
|
|
|
$
|
1,176,355
|
|
|
$
|
956,244
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Calculation of Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
22,661
|
|
|
$
|
79,915
|
|
|
$
|
77,287
|
|
|
$
|
13,552
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
107,801
|
|
|
109,302
|
|
|
113,804
|
|
|
118,826
|
|
||||
(Gain) loss on disposal of assets
|
|
(828
|
)
|
|
2,700
|
|
|
(18,333
|
)
|
|
(22,351
|
)
|
||||
Stock-based compensation expense
|
|
11,416
|
|
|
11,918
|
|
|
11,770
|
|
|
11,434
|
|
||||
Interest expense
|
|
67,482
|
|
|
65,503
|
|
|
65,726
|
|
|
64,415
|
|
||||
Interest income
|
|
(464
|
)
|
|
(392
|
)
|
|
(497
|
)
|
|
(601
|
)
|
||||
Other (income) expense, net
|
|
455
|
|
|
479
|
|
|
462
|
|
|
411
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
15,590
|
|
|
128,035
|
|
||||
Provision for income taxes
|
|
15,097
|
|
|
52,907
|
|
|
49,366
|
|
|
1,509
|
|
||||
Adjusted EBITDA
|
|
$
|
223,620
|
|
|
$
|
322,332
|
|
|
$
|
315,175
|
|
|
$
|
315,230
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Calculation of Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
56,378
|
|
|
$
|
84,335
|
|
|
$
|
69,326
|
|
|
$
|
91,271
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
128,695
|
|
|
134,525
|
|
|
139,309
|
|
|
136,306
|
|
||||
(Gain) loss on disposal of assets
|
|
(105
|
)
|
|
1,553
|
|
|
1,283
|
|
|
888
|
|
||||
Stock-based compensation expense
|
|
11,284
|
|
|
10,960
|
|
|
9,898
|
|
|
9,649
|
|
||||
Interest expense
|
|
56,561
|
|
|
66,980
|
|
|
69,511
|
|
|
68,021
|
|
||||
Interest income
|
|
(515
|
)
|
|
(511
|
)
|
|
(531
|
)
|
|
(471
|
)
|
||||
Other (income) expense, net
|
|
(255
|
)
|
|
(186
|
)
|
|
(93
|
)
|
|
(164
|
)
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
9,536
|
|
|
—
|
|
|
—
|
|
||||
Provision for income taxes
|
|
33,168
|
|
|
50,101
|
|
|
38,618
|
|
|
56,458
|
|
||||
Adjusted EBITDA
|
|
$
|
285,211
|
|
|
$
|
357,293
|
|
|
$
|
327,321
|
|
|
$
|
361,958
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
(in thousands)
|
||||||||||
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
1,061,808
|
|
|
$
|
994,500
|
|
|
$
|
899,349
|
|
Adjustments:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
261,073
|
|
|
263,125
|
|
|
270,285
|
|
|||
Non-cash interest expense
|
|
(6,595
|
)
|
|
(13,264
|
)
|
|
(11,309
|
)
|
|||
Interest income
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|
(2,870
|
)
|
|||
Other (income) expense, net
|
|
(699
|
)
|
|
1,807
|
|
|
1,808
|
|
|||
Other non-cash expense
|
|
—
|
|
|
(1,929
|
)
|
|
(1,567
|
)
|
|||
Provision for uncollectible accounts receivable
|
|
(518
|
)
|
|
(2
|
)
|
|
(199
|
)
|
|||
Deferred rent expense
|
|
(18,828
|
)
|
|
(21,080
|
)
|
|
(24,222
|
)
|
|||
Cost of abandoned cell sites
|
|
(1,099
|
)
|
|
(2,633
|
)
|
|
(8,286
|
)
|
|||
Gain on sale and maturity of investments
|
|
493
|
|
|
566
|
|
|
644
|
|
|||
Accretion of asset retirement obligations
|
|
(5,224
|
)
|
|
(3,063
|
)
|
|
(5,111
|
)
|
|||
Provision for income taxes
|
|
178,346
|
|
|
118,879
|
|
|
86,835
|
|
|||
Deferred income taxes
|
|
(174,617
|
)
|
|
(115,478
|
)
|
|
(110,161
|
)
|
|||
Changes in working capital
|
|
39,671
|
|
|
(43,119
|
)
|
|
(138,952
|
)
|
|||
Adjusted EBITDA
|
|
$
|
1,331,783
|
|
|
$
|
1,176,355
|
|
|
$
|
956,244
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
225,032
|
|
|
$
|
112,418
|
|
|
$
|
341,940
|
|
|
$
|
315,109
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
67,482
|
|
|
65,503
|
|
|
65,726
|
|
|
64,415
|
|
||||
Non-cash interest expense
|
|
(3,134
|
)
|
|
(3,277
|
)
|
|
(3,637
|
)
|
|
(3,215
|
)
|
||||
Interest income
|
|
(464
|
)
|
|
(392
|
)
|
|
(497
|
)
|
|
(601
|
)
|
||||
Other (income) expense, net
|
|
455
|
|
|
479
|
|
|
462
|
|
|
411
|
|
||||
Other non-cash expense
|
|
(470
|
)
|
|
(492
|
)
|
|
(492
|
)
|
|
(474
|
)
|
||||
Recovery of (provision for) uncollectible accounts receivable
|
|
28
|
|
|
(86
|
)
|
|
19
|
|
|
36
|
|
||||
Deferred rent expense
|
|
(5,535
|
)
|
|
(5,380
|
)
|
|
(4,733
|
)
|
|
(5,432
|
)
|
||||
Cost of abandoned cell sites
|
|
(535
|
)
|
|
(367
|
)
|
|
(547
|
)
|
|
(1,183
|
)
|
||||
Gain on sale and maturity of investments
|
|
129
|
|
|
89
|
|
|
123
|
|
|
226
|
|
||||
Reduction (accretion) of asset retirement obligations
|
|
113
|
|
|
(1,399
|
)
|
|
(1,487
|
)
|
|
(292
|
)
|
||||
Provision for income taxes
|
|
15,097
|
|
|
52,907
|
|
|
49,366
|
|
|
1,509
|
|
||||
Deferred income taxes
|
|
(14,177
|
)
|
|
(51,523
|
)
|
|
(48,405
|
)
|
|
(1,372
|
)
|
||||
Changes in working capital
|
|
(60,401
|
)
|
|
153,852
|
|
|
(82,663
|
)
|
|
(53,907
|
)
|
||||
Adjusted EBITDA
|
|
$
|
223,620
|
|
|
$
|
322,332
|
|
|
$
|
315,175
|
|
|
$
|
315,230
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
|
|
(in thousands)
|
||||||||||||||
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
$
|
138,313
|
|
|
$
|
343,786
|
|
|
$
|
271,560
|
|
|
$
|
308,149
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
56,561
|
|
|
66,980
|
|
|
69,511
|
|
|
68,021
|
|
||||
Non-cash interest expense
|
|
(1,993
|
)
|
|
(2,022
|
)
|
|
(2,125
|
)
|
|
(454
|
)
|
||||
Interest income
|
|
(515
|
)
|
|
(511
|
)
|
|
(531
|
)
|
|
(471
|
)
|
||||
Other (income) expense, net
|
|
(255
|
)
|
|
(186
|
)
|
|
(93
|
)
|
|
(164
|
)
|
||||
Provision for uncollectible accounts receivable
|
|
(166
|
)
|
|
(95
|
)
|
|
(121
|
)
|
|
(137
|
)
|
||||
Deferred rent expense
|
|
(4,094
|
)
|
|
(3,738
|
)
|
|
(5,626
|
)
|
|
(5,278
|
)
|
||||
Cost of abandoned cell sites
|
|
(56
|
)
|
|
(323
|
)
|
|
(270
|
)
|
|
(450
|
)
|
||||
Gain on sale and maturity of investments
|
|
168
|
|
|
151
|
|
|
122
|
|
|
52
|
|
||||
Accretion of asset retirement obligations
|
|
(1,313
|
)
|
|
(1,449
|
)
|
|
(1,436
|
)
|
|
(1,026
|
)
|
||||
Provision for income taxes
|
|
33,168
|
|
|
50,101
|
|
|
38,618
|
|
|
56,458
|
|
||||
Deferred income taxes
|
|
(32,257
|
)
|
|
(49,138
|
)
|
|
(37,895
|
)
|
|
(55,327
|
)
|
||||
Changes in working capital
|
|
97,650
|
|
|
(46,263
|
)
|
|
(4,393
|
)
|
|
(7,415
|
)
|
||||
Adjusted EBITDA
|
|
$
|
285,211
|
|
|
$
|
357,293
|
|
|
$
|
327,321
|
|
|
$
|
361,958
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less
Than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More
Than
5 Years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current portion
|
|
$
|
4,471,916
|
|
|
$
|
25,390
|
|
|
$
|
50,780
|
|
|
$
|
983,246
|
|
|
$
|
3,412,500
|
|
Interest expense on long-term debt
(1)
|
|
1,705,268
|
|
|
259,906
|
|
|
504,194
|
|
|
478,798
|
|
|
462,370
|
|
|||||
Purchase obligations
(2)
|
|
181,590
|
|
|
157,907
|
|
|
11,938
|
|
|
11,745
|
|
|
—
|
|
|||||
Contractual tax obligations
(3)
|
|
6,084
|
|
|
6,084
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
|
|
520,802
|
|
|
34,333
|
|
|
71,755
|
|
|
76,126
|
|
|
338,588
|
|
|||||
Operating leases
|
|
2,602,739
|
|
|
339,765
|
|
|
687,464
|
|
|
656,851
|
|
|
918,659
|
|
|||||
Total cash contractual obligations
|
|
$
|
9,488,399
|
|
|
$
|
823,385
|
|
|
$
|
1,326,131
|
|
|
$
|
2,206,766
|
|
|
$
|
5,132,117
|
|
(1)
|
Interest expense on long-term debt includes future interest payments on outstanding obligations under our senior secured credit facility, as amended, 7
7
/8% Senior Notes and the 6
5
/8% Senior Notes. The senior secured credit facility, as amended, bears interest at a floating rate tied to a fixed spread to LIBOR. The interest expense for the senior secured credit facility, as amended, presented in this table is based on rates at December 31, 2011 and includes the impact of our interest rate protection agreements.
|
(2)
|
Includes expected commitments for future capital lease obligations and purchases of network equipment.
|
(3)
|
Represents the liability reported in accordance with the provisions of ASC 740 (Topic 740, “Income Taxes”). For further information related to unrecognized tax benefits, see Note 14, “Income Taxes,” to the consolidated financial statements included in this Report.
|
|
Page
|
Audited Consolidated Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
F-2
|
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2011, 2010 and 2009
|
F-3
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2011, 2010 and 2009
|
F-4
|
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
|
F-5
|
Notes to Consolidated Financial Statements
|
F-6
|
Exhibit No.
|
Description
|
2.1(a)
|
Agreement and Plan of Merger, dated as of April 6, 2004, by and among MetroPCS Communications, Inc., MPCS Holdco Merger Sub, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(a) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
2.1(b)
|
Agreement and Plan of Merger, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc., MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(b) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
3.1
|
Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
3.2
|
Fourth Amended and Restated Bylaws of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on March 18, 2011 and incorporated by reference herein).
|
4.1
|
Form of Certificate of MetroPCS Communications, Inc. Common Stock. (Filed as Exhibit 4.1 to Amendment No. 4 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 3, 2007, and incorporated by reference herein).
|
4.2
|
Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (Filed as Exhibit 4.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on March 30, 2007, and incorporated by reference herein and filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 11, 2007, and incorporated by reference herein).
|
10.1(a)**
|
Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(d) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(b)**
|
First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(e) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(c)**
|
Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(f) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.2**
|
Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (Filed as Exhibit 10.1(a) to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.3**
|
MetroPCS Communications Inc. 2010 Equity Incentive Compensation Plan (Filed as Annex A to MetroPCS Communications, Inc. Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders filed on Schedule 14A with the Commission on April 19, 2010, and incorporated by reference herein).
|
10.4**
|
Form of Officer and Director Indemnification Agreement (Filed as Exhibit 10.4 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.5**
|
MetroPCS Communications, Inc. Third Amended and Restated Non-Employee Director Remuneration Plan, effective March 11, 2010 (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 10, 2010, and incorporated by reference herein).
|
10.6**
|
Form of Officer Cash Performance Award Agreement (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 11, 2009, and incorporated by reference herein).
|
10.7**
|
MetroPCS Communications, Inc. Severance Plan and Summary Plan Description (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.8**
|
Form Change in Control Agreement (Filed as Exhibit 10.2 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.9**
|
Form Amendment to the MetroPCS Communications, Inc. Nonqualified Stock Option Agreement relating to the MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (Filed as Exhibit 10.3 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
|
|
|
|
|
|
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|
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METROPCS COMMUNICATIONS, INC.
|
||
|
|
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|
|
|
Date: February 29, 2012
|
|
|
|
By:
|
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/s/ Roger D. Linquist
|
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|
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|
|
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Roger D. Linquist
Chief Executive Officer and
Chairman of the Board
|
/s/ ROGER D. LINQUIST
Roger D. Linquist
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
|
/s/ J. BRAXTON CARTER
J. Braxton Carter
Chief Financial Officer and Vice Chairman
(Principal Financial Officer)
|
|
|
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/s/ CHRISTINE B. KORNEGAY
Christine B. Kornegay
Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
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/s/ JAMES N. PERRY, JR.
James N. Perry, Jr.
Director
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/s/ W. MICHAEL BARNES
W. Michael Barnes
Director
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/s/ JOHN F. CALLAHAN, JR.
John F. Callahan, Jr.
Director
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/s/ C. KEVIN LANDRY
C. Kevin Landry
Director
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/s/ ARTHUR C. PATTERSON
Arthur C. Patterson
Director
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|
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2011
|
|
2010
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,943,282
|
|
|
$
|
796,531
|
|
Short-term investments
|
|
299,972
|
|
|
374,862
|
|
||
Inventories
|
|
239,648
|
|
|
161,049
|
|
||
Accounts receivable (net of allowance for uncollectible accounts of $601 and $2,494 at December 31, 2011 and 2010, respectively)
|
|
78,023
|
|
|
58,056
|
|
||
Prepaid expenses
|
|
55,712
|
|
|
50,477
|
|
||
Deferred charges
|
|
74,970
|
|
|
83,485
|
|
||
Deferred tax assets
|
|
7,214
|
|
|
6,290
|
|
||
Other current assets
|
|
44,772
|
|
|
63,135
|
|
||
Total current assets
|
|
2,743,593
|
|
|
1,593,885
|
|
||
Property and equipment, net
|
|
4,017,999
|
|
|
3,659,445
|
|
||
Restricted cash and investments
|
|
2,576
|
|
|
2,876
|
|
||
Long-term investments
|
|
6,319
|
|
|
16,700
|
|
||
FCC licenses
|
|
2,539,041
|
|
|
2,522,241
|
|
||
Other assets
|
|
173,403
|
|
|
123,433
|
|
||
Total assets
|
|
$
|
9,482,931
|
|
|
$
|
7,918,580
|
|
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
512,346
|
|
|
$
|
521,788
|
|
Current maturities of long-term debt
|
|
33,460
|
|
|
21,996
|
|
||
Deferred revenue
|
|
245,705
|
|
|
224,471
|
|
||
Other current liabilities
|
|
25,212
|
|
|
34,165
|
|
||
Total current liabilities
|
|
816,723
|
|
|
802,420
|
|
||
Long-term debt, net
|
|
4,711,021
|
|
|
3,757,287
|
|
||
Deferred tax liabilities
|
|
817,106
|
|
|
643,058
|
|
||
Deferred rents
|
|
120,028
|
|
|
101,411
|
|
||
Other long-term liabilities
|
|
90,453
|
|
|
72,828
|
|
||
Total liabilities
|
|
6,555,331
|
|
|
5,377,004
|
|
||
COMMITMENTS AND CONTINGENCIES (See Note 11)
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Preferred stock, par value $0.0001 per share, 100,000,000 shares authorized; no shares of preferred stock issued and outstanding at December 31, 2011 and 2010
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001 per share, 1,000,000,000 shares authorized, 362,460,395 and 355,318,666 shares issued and outstanding at December 31, 2011 and 2010, respectively
|
|
36
|
|
|
36
|
|
||
Additional paid-in capital
|
|
1,784,273
|
|
|
1,686,761
|
|
||
Retained earnings
|
|
1,159,418
|
|
|
858,108
|
|
||
Accumulated other comprehensive loss
|
|
(9,295
|
)
|
|
(1,415
|
)
|
||
Less treasury stock, at cost, 602,881 and 237,818 treasury shares at December 31, 2011 and 2010, respectively
|
|
(6,832
|
)
|
|
(1,914
|
)
|
||
Total stockholders’ equity
|
|
2,927,600
|
|
|
2,541,576
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
9,482,931
|
|
|
$
|
7,918,580
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
REVENUES:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
4,428,208
|
|
|
$
|
3,689,695
|
|
|
$
|
3,130,385
|
|
Equipment revenues
|
|
419,174
|
|
|
379,658
|
|
|
350,130
|
|
|||
Total revenues
|
|
4,847,382
|
|
|
4,069,353
|
|
|
3,480,515
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
|
||||||
Cost of service (excluding depreciation and amortization expense of $463,624, $393,721 and $332,319 shown separately below)
|
|
1,473,836
|
|
|
1,223,931
|
|
|
1,120,052
|
|
|||
Cost of equipment
|
|
1,439,595
|
|
|
1,093,944
|
|
|
884,272
|
|
|||
Selling, general and administrative expenses (excluding depreciation and amortization expense of $75,211, $56,011 and $45,537 shown separately below)
|
|
643,959
|
|
|
621,660
|
|
|
567,730
|
|
|||
Depreciation and amortization
|
|
538,835
|
|
|
449,732
|
|
|
377,856
|
|
|||
Loss (gain) on disposal of assets
|
|
3,619
|
|
|
(38,812
|
)
|
|
(4,683
|
)
|
|||
Total operating expenses
|
|
4,099,844
|
|
|
3,350,455
|
|
|
2,945,227
|
|
|||
Income from operations
|
|
747,538
|
|
|
718,898
|
|
|
535,288
|
|
|||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
261,073
|
|
|
263,125
|
|
|
270,285
|
|
|||
Interest income
|
|
(2,028
|
)
|
|
(1,954
|
)
|
|
(2,870
|
)
|
|||
Other (income) expense, net
|
|
(699
|
)
|
|
1,807
|
|
|
1,808
|
|
|||
Impairment loss on investment securities
|
|
—
|
|
|
—
|
|
|
2,386
|
|
|||
Loss on extinguishment of debt
|
|
9,536
|
|
|
143,626
|
|
|
—
|
|
|||
Total other expense
|
|
267,882
|
|
|
406,604
|
|
|
271,609
|
|
|||
Income before provision for income taxes
|
|
479,656
|
|
|
312,294
|
|
|
263,679
|
|
|||
Provision for income taxes
|
|
(178,346
|
)
|
|
(118,879
|
)
|
|
(86,835
|
)
|
|||
Net income
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
|
$
|
176,844
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gains on available-for-sale securities, net of tax of $134, $242 and $294, respectively
|
|
212
|
|
|
361
|
|
|
3,210
|
|
|||
Unrealized losses on cash flow hedging derivatives, net of tax benefit of $13,975, $4,879 and $9,521, respectively
|
|
(22,145
|
)
|
|
(7,268
|
)
|
|
(14,710
|
)
|
|||
Reclassification adjustment for gains on available-for-sale securities included in net income, net of tax of $191, $227 and $250, respectively
|
|
(303
|
)
|
|
(338
|
)
|
|
(394
|
)
|
|||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income, net of tax benefit of $9,059, $11,526 and $21,247, respectively
|
|
14,356
|
|
|
17,170
|
|
|
33,087
|
|
|||
Total other comprehensive (loss) income
|
|
(7,880
|
)
|
|
9,925
|
|
|
21,193
|
|
|||
Comprehensive income
|
|
$
|
293,430
|
|
|
$
|
203,340
|
|
|
$
|
198,037
|
|
Net income per common share (See Note 15):
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.83
|
|
|
$
|
0.54
|
|
|
$
|
0.50
|
|
Diluted
|
|
$
|
0.82
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
360,410,168
|
|
|
353,711,045
|
|
|
351,898,898
|
|
|||
Diluted
|
|
363,837,940
|
|
|
356,135,089
|
|
|
355,942,921
|
|
|
|
Number of Common Shares
|
|
Amount
|
|
Number of Treasury Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
||||||||||||||
BALANCE, January 1, 2009
|
|
350,918,272
|
|
|
$
|
35
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,578,972
|
|
|
$
|
487,849
|
|
|
$
|
(32,533
|
)
|
|
$
|
2,034,323
|
|
Exercise of Common Stock options
|
|
1,792,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,626
|
|
|
—
|
|
|
—
|
|
|
8,626
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,905
|
|
|
—
|
|
|
—
|
|
|
47,905
|
|
||||||
Tax impact of Common Stock option forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(749
|
)
|
|
—
|
|
|
—
|
|
|
(749
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176,844
|
|
|
—
|
|
|
176,844
|
|
||||||
Unrealized gains on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,210
|
|
|
3,210
|
|
||||||
Unrealized losses on cash flow hedging derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,710
|
)
|
|
(14,710
|
)
|
||||||
Reclassification adjustment for gains on available-for-sale securities included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(394
|
)
|
|
(394
|
)
|
||||||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,087
|
|
|
33,087
|
|
||||||
BALANCE, December 31, 2009
|
|
352,711,263
|
|
|
$
|
35
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,634,754
|
|
|
$
|
664,693
|
|
|
$
|
(11,340
|
)
|
|
$
|
2,288,142
|
|
Exercise of Common Stock options
|
|
2,255,318
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
10,122
|
|
|
—
|
|
|
—
|
|
|
10,123
|
|
||||||
Restricted Common Stock vested and issued
|
|
589,903
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,537
|
|
|
—
|
|
|
—
|
|
|
46,537
|
|
||||||
Tax impact of Common Stock option and restricted stock forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,652
|
)
|
|
—
|
|
|
—
|
|
|
(4,652
|
)
|
||||||
Purchase of Treasury Stock
|
|
(237,818
|
)
|
|
—
|
|
|
237,818
|
|
|
(1,914
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,914
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,415
|
|
|
—
|
|
|
193,415
|
|
||||||
Unrealized gains on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
361
|
|
||||||
Unrealized losses on cash flow hedging derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,268
|
)
|
|
(7,268
|
)
|
||||||
Reclassification adjustment for gains on available-for-sale securities included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
(338
|
)
|
||||||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,170
|
|
|
17,170
|
|
||||||
BALANCE, December 31, 2010
|
|
355,318,666
|
|
|
$
|
36
|
|
|
237,818
|
|
|
$
|
(1,914
|
)
|
|
$
|
1,686,761
|
|
|
$
|
858,108
|
|
|
$
|
(1,415
|
)
|
|
$
|
2,541,576
|
|
Exercise of Common Stock options
|
|
6,370,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,077
|
|
|
—
|
|
|
—
|
|
|
59,077
|
|
||||||
Restricted Common Stock vested and issued
|
|
1,136,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,791
|
|
|
—
|
|
|
—
|
|
|
41,791
|
|
||||||
Tax impact of Common Stock option and restricted stock forfeitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,356
|
)
|
|
—
|
|
|
—
|
|
|
(3,356
|
)
|
||||||
Purchase of Treasury Stock
|
|
(365,063
|
)
|
|
—
|
|
|
365,063
|
|
|
(4,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,918
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301,310
|
|
|
—
|
|
|
301,310
|
|
||||||
Unrealized gains on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|
212
|
|
||||||
Unrealized losses on cash flow hedging derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,145
|
)
|
|
(22,145
|
)
|
||||||
Reclassification adjustment for gains on available-for-sale securities included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
(303
|
)
|
||||||
Reclassification adjustment for losses on cash flow hedging derivatives included in net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,356
|
|
|
14,356
|
|
||||||
BALANCE, December 31, 2011
|
|
362,460,395
|
|
|
$
|
36
|
|
|
602,881
|
|
|
$
|
(6,832
|
)
|
|
$
|
1,784,273
|
|
|
$
|
1,159,418
|
|
|
$
|
(9,295
|
)
|
|
$
|
2,927,600
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
|
$
|
176,844
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
538,835
|
|
|
449,732
|
|
|
377,856
|
|
|||
Provision for uncollectible accounts receivable
|
|
518
|
|
|
2
|
|
|
199
|
|
|||
Deferred rent expense
|
|
18,828
|
|
|
21,080
|
|
|
24,222
|
|
|||
Cost of abandoned cell sites
|
|
1,099
|
|
|
2,633
|
|
|
8,286
|
|
|||
Stock-based compensation expense
|
|
41,791
|
|
|
46,537
|
|
|
47,783
|
|
|||
Non-cash interest expense
|
|
6,595
|
|
|
13,264
|
|
|
11,309
|
|
|||
Loss (gain) on disposal of assets
|
|
3,619
|
|
|
(38,812
|
)
|
|
(4,683
|
)
|
|||
Loss on extinguishment of debt
|
|
9,536
|
|
|
143,626
|
|
|
—
|
|
|||
Gain on sale of investments
|
|
(493
|
)
|
|
(566
|
)
|
|
(644
|
)
|
|||
Impairment loss on investment securities
|
|
—
|
|
|
—
|
|
|
2,386
|
|
|||
Accretion of asset retirement obligations
|
|
5,224
|
|
|
3,063
|
|
|
5,111
|
|
|||
Other non-cash expense
|
|
—
|
|
|
1,929
|
|
|
1,567
|
|
|||
Deferred income taxes
|
|
174,617
|
|
|
115,478
|
|
|
110,161
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Inventories
|
|
(78,599
|
)
|
|
(13,648
|
)
|
|
8,554
|
|
|||
Accounts receivable, net
|
|
(20,485
|
)
|
|
(6,523
|
)
|
|
(17,056
|
)
|
|||
Prepaid expenses
|
|
(5,244
|
)
|
|
(3,368
|
)
|
|
(8,438
|
)
|
|||
Deferred charges
|
|
8,515
|
|
|
(24,071
|
)
|
|
(9,698
|
)
|
|||
Other assets
|
|
24,380
|
|
|
17,896
|
|
|
23,318
|
|
|||
Accounts payable and accrued expenses
|
|
1,919
|
|
|
30,946
|
|
|
128,167
|
|
|||
Deferred revenue
|
|
21,234
|
|
|
36,817
|
|
|
35,779
|
|
|||
Other liabilities
|
|
8,609
|
|
|
5,070
|
|
|
(21,674
|
)
|
|||
Net cash provided by operating activities
|
|
1,061,808
|
|
|
994,500
|
|
|
899,349
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(889,769
|
)
|
|
(790,385
|
)
|
|
(831,674
|
)
|
|||
Change in prepaid purchases of property and equipment
|
|
(61,815
|
)
|
|
28,200
|
|
|
(33,115
|
)
|
|||
Proceeds from sale of property and equipment
|
|
1,118
|
|
|
8,793
|
|
|
5,330
|
|
|||
Purchase of investments
|
|
(599,765
|
)
|
|
(711,827
|
)
|
|
(486,645
|
)
|
|||
Proceeds from maturity of investments
|
|
675,000
|
|
|
562,500
|
|
|
262,500
|
|
|||
Change in restricted cash and investments
|
|
300
|
|
|
12,018
|
|
|
(15,113
|
)
|
|||
Acquisitions of FCC licenses and microwave clearing costs
|
|
(4,445
|
)
|
|
(8,873
|
)
|
|
(19,186
|
)
|
|||
Proceeds from exchange of FCC licenses
|
|
—
|
|
|
—
|
|
|
949
|
|
|||
Cash used in asset acquisitions
|
|
(7,495
|
)
|
|
(41,059
|
)
|
|
—
|
|
|||
Purchase of redeemable minority interest
|
|
—
|
|
|
(9,785
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(886,871
|
)
|
|
(950,418
|
)
|
|
(1,116,954
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Change in book overdraft
|
|
3,445
|
|
|
(82,712
|
)
|
|
(20,314
|
)
|
|||
Proceeds from debt issuance, net of discount
|
|
1,497,500
|
|
|
1,992,770
|
|
|
492,250
|
|
|||
Debt issuance costs
|
|
(15,351
|
)
|
|
(35,353
|
)
|
|
(11,925
|
)
|
|||
Repayment of debt
|
|
(24,292
|
)
|
|
(16,000
|
)
|
|
(16,000
|
)
|
|||
Retirement of long-term debt
|
|
(535,792
|
)
|
|
(2,040,186
|
)
|
|
—
|
|
|||
Payments on capital lease obligations
|
|
(7,855
|
)
|
|
(3,660
|
)
|
|
(3,599
|
)
|
|||
Purchase of treasury stock
|
|
(4,918
|
)
|
|
(1,914
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
59,077
|
|
|
10,123
|
|
|
8,626
|
|
|||
Net cash provided by (used in) financing activities
|
|
971,814
|
|
|
(176,932
|
)
|
|
449,038
|
|
|||
INCREASE (DECREASE) CASH AND CASH EQUIVALENTS
|
|
1,146,751
|
|
|
(132,850
|
)
|
|
231,433
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
796,531
|
|
|
929,381
|
|
|
697,948
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
1,943,282
|
|
|
$
|
796,531
|
|
|
$
|
929,381
|
|
1.
|
Organization and Business Operations:
|
2.
|
Summary of Significant Accounting Policies:
|
•
|
valuation of inventories;
|
•
|
estimated useful life of property and equipment;
|
•
|
impairment of long-lived assets and indefinite-lived assets;
|
•
|
likelihood of realizing benefits associated with temporary differences giving rise to deferred tax assets;
|
•
|
reserves for uncertain tax positions;
|
•
|
asset retirement obligations;
|
•
|
determining fair value of FCC licenses; and
|
•
|
stock-based compensation expense.
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Balance at beginning of period
|
|
$
|
2,494
|
|
|
$
|
2,045
|
|
|
$
|
4,106
|
|
Additions:
|
|
|
|
|
|
|
||||||
Charged to expense
|
|
518
|
|
|
2
|
|
|
199
|
|
|||
Direct reduction to revenue and other accounts
|
|
104
|
|
|
602
|
|
|
595
|
|
|||
Deductions
|
|
(2,515
|
)
|
|
(155
|
)
|
|
(2,855
|
)
|
|||
Balance at end of period
|
|
$
|
601
|
|
|
$
|
2,494
|
|
|
$
|
2,045
|
|
|
|
2011
|
|
2010
|
||||
Construction-in-progress
|
|
$
|
354,068
|
|
|
$
|
425,906
|
|
Network infrastructure
(1)
|
|
5,196,034
|
|
|
4,363,009
|
|
||
Office equipment
|
|
319,596
|
|
|
205,895
|
|
||
Leasehold improvements
|
|
60,635
|
|
|
57,853
|
|
||
Furniture and fixtures
|
|
18,087
|
|
|
15,992
|
|
||
Vehicles
|
|
455
|
|
|
401
|
|
||
|
|
5,948,875
|
|
|
5,069,056
|
|
||
Accumulated depreciation and amortization
(1)
|
|
(1,930,876
|
)
|
|
(1,409,611
|
)
|
||
Property and equipment, net
|
|
$
|
4,017,999
|
|
|
$
|
3,659,445
|
|
(1)
|
As of
December 31, 2011 and 2010
, approximately
$291.2 million
and
$259.0 million
, respectively, of network infrastructure assets were held by the Company under capital lease arrangements. Accumulated amortization relating to these assets totaled
$41.9 million
and
$23.7 million
as of
December 31, 2011 and 2010
, respectively.
|
•
|
Cell Site Costs
. The Company incurs expenses for the rent of cell sites, network facilities, engineering operations, field technicians and related utility and maintenance charges.
|
•
|
Interconnection Costs
. The Company pays other telecommunications companies and third-party providers for leased facilities and usage-based charges for transporting and terminating network traffic from the Company's cell sites and switching centers. The Company has pre-negotiated rates for transport and termination of calls originated by its customers, including negotiated interconnection agreements with relevant exchange carriers in each of its service areas.
|
•
|
Variable Long Distance
. The Company pays charges to other telecommunications companies for long distance service provided to its customers. These variable charges are based on its customers' usage, applied at pre-negotiated rates with the long distance carriers.
|
•
|
Customer Support
. The Company pays charges to nationally recognized third-party providers for customer care, billing and payment processing services.
|
|
|
2011
|
|
2010
|
||||
Beginning asset retirement obligations
|
|
$
|
59,036
|
|
|
$
|
63,005
|
|
Liabilities incurred
|
|
1,084
|
|
|
6,484
|
|
||
Liabilities settled
|
|
(218
|
)
|
|
(512
|
)
|
||
Revisions of estimated future cash flows
|
|
—
|
|
|
(13,004
|
)
|
||
Accretion expense
|
|
5,224
|
|
|
3,063
|
|
||
Ending asset retirement obligations
|
|
$
|
65,126
|
|
|
$
|
59,036
|
|
3.
|
Asset Acquisition:
|
4.
|
Short-term Investments:
|
|
|
As of December 31, 2011
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gain in
Accumulated
OCI
|
|
Unrealized
Loss in
Accumulated
OCI
|
|
Aggregate
Fair
Value
|
||||||||
Equity securities
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
U.S. Treasury securities
|
|
299,939
|
|
|
32
|
|
|
—
|
|
|
299,971
|
|
||||
Total short-term investments
|
|
$
|
299,946
|
|
|
$
|
32
|
|
|
$
|
(6
|
)
|
|
$
|
299,972
|
|
|
|
As of December 31, 2010
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gain in
Accumulated
OCI
|
|
Unrealized
Loss in
Accumulated
OCI
|
|
Aggregate
Fair
Value
|
||||||||
Equity securities
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
U.S. Treasury securities
|
|
374,681
|
|
|
180
|
|
|
—
|
|
|
374,861
|
|
||||
Total short-term investments
|
|
$
|
374,688
|
|
|
$
|
180
|
|
|
$
|
(6
|
)
|
|
$
|
374,862
|
|
5.
|
Derivative Instruments and Hedging Activities:
|
(in thousands)
|
|
Liability Derivatives
|
||||||||||
|
|
As of December 31, 2011
|
|
As of December 31, 2010
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as hedging
instruments under ASC 815
|
|
|
|
|
|
|
|
|
||||
Interest rate protection agreements
|
|
Long-term investments
|
|
$
|
—
|
|
|
Long-term investments
|
|
$
|
10,381
|
|
Interest rate protection agreements
|
|
Other current liabilities
|
|
(11,644
|
)
|
|
Other current liabilities
|
|
(17,508
|
)
|
||
Interest rate protection agreements
|
|
Other long-term liabilities
|
|
(9,371
|
)
|
|
Other long-term liabilities
|
|
(1,182
|
)
|
||
Total derivatives designated as
hedging instruments under ASC
815
|
|
|
|
$
|
(21,015
|
)
|
|
|
|
$
|
(8,309
|
)
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives in ASC 815 Cash
Flow Hedging Relationships
|
|
Amount of Loss
Recognized in OCI on Derivative
(Effective Portion)
|
|
Location of Gain (Loss) Reclassified from
Accumulated OCI into
Income (Effective Portion)
|
|
Amount of Loss
Reclassified from
Accumulated OCI into
Income (Effective Portion)
|
||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
Interest rate protection agreements
|
|
$
|
(36,120
|
)
|
|
$
|
(12,146
|
)
|
|
$
|
(24,230
|
)
|
|
Interest expense
|
|
$
|
(23,414
|
)
|
|
$
|
(28,696
|
)
|
|
$
|
(54,334
|
)
|
6.
|
Intangible Assets:
|
|
|
FCC Licenses
|
|
Microwave
Relocation
Costs
|
||||
Balance at January 1, 2010
|
|
$
|
2,451,544
|
|
|
$
|
18,638
|
|
Additions
|
|
$
|
56,451
|
|
|
$
|
4,183
|
|
Disposals
|
|
$
|
(7,803
|
)
|
|
$
|
(772
|
)
|
Balance at December 31, 2010
|
|
$
|
2,500,192
|
|
|
$
|
22,049
|
|
Additions
|
|
13,578
|
|
|
3,222
|
|
||
Disposals
|
|
—
|
|
|
—
|
|
||
Balance at December 31, 2011
|
|
$
|
2,513,770
|
|
|
$
|
25,271
|
|
7.
|
Accounts Payable and Accrued Expenses:
|
|
|
2011
|
|
2010
|
||||
Accounts payable
|
|
$
|
211,890
|
|
|
$
|
174,770
|
|
Book overdraft
|
|
5,171
|
|
|
1,726
|
|
||
Accrued accounts payable
|
|
108,385
|
|
|
162,378
|
|
||
Accrued liabilities
|
|
39,585
|
|
|
30,819
|
|
||
Payroll and employee benefits
|
|
40,356
|
|
|
43,132
|
|
||
Accrued interest
|
|
41,253
|
|
|
34,541
|
|
||
Taxes, other than income
|
|
57,795
|
|
|
65,503
|
|
||
Income taxes
|
|
7,911
|
|
|
8,919
|
|
||
Accounts payable and accrued expenses
|
|
$
|
512,346
|
|
|
$
|
521,788
|
|
8.
|
Long-term Debt:
|
|
|
2011
|
|
2010
|
||||
Senior Secured Credit Facility
|
|
$
|
2,471,916
|
|
|
$
|
1,532,000
|
|
7
7
/
8
% Senior Notes
|
|
1,000,000
|
|
|
1,000,000
|
|
||
6
5
/
8
% Senior Notes
|
|
1,000,000
|
|
|
1,000,000
|
|
||
Capital Lease Obligations
|
|
281,167
|
|
|
254,336
|
|
||
Total long-term debt
|
|
4,753,083
|
|
|
3,786,336
|
|
||
Add: unamortized discount on debt
|
|
(8,602
|
)
|
|
(7,053
|
)
|
||
Total debt
|
|
4,744,481
|
|
|
3,779,283
|
|
||
Less: current maturities
|
|
(33,460
|
)
|
|
(21,996
|
)
|
||
Total long-term debt
|
|
$
|
4,711,021
|
|
|
$
|
3,757,287
|
|
9.
|
Fair Value Measurements:
|
•
|
Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
•
|
Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.
|
•
|
Level 3 - Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use.
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
1,815,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,815,538
|
|
Short-term investments
|
|
299,972
|
|
|
—
|
|
|
—
|
|
|
299,972
|
|
||||
Restricted cash and investments
|
|
2,576
|
|
|
—
|
|
|
—
|
|
|
2,576
|
|
||||
Long-term investments
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|
6,319
|
|
||||
Total assets measured at fair value
|
|
$
|
2,118,086
|
|
|
$
|
—
|
|
|
$
|
6,319
|
|
|
$
|
2,124,405
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
21,015
|
|
|
$
|
—
|
|
|
$
|
21,015
|
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
21,015
|
|
|
$
|
—
|
|
|
$
|
21,015
|
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
787,829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
787,829
|
|
Short-term investments
|
|
374,862
|
|
|
—
|
|
|
—
|
|
|
374,862
|
|
||||
Restricted cash and investments
|
|
2,876
|
|
|
—
|
|
|
—
|
|
|
2,876
|
|
||||
Long-term investments
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|
6,319
|
|
||||
Derivative assets
|
|
—
|
|
|
10,381
|
|
|
—
|
|
|
10,381
|
|
||||
Total assets measured at fair value
|
|
$
|
1,165,567
|
|
|
$
|
10,381
|
|
|
$
|
6,319
|
|
|
$
|
1,182,267
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
18,690
|
|
|
$
|
—
|
|
|
$
|
18,690
|
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
18,690
|
|
|
$
|
—
|
|
|
$
|
18,690
|
|
Fair Value Measurements of Net Derivative Liabilities Using Level 2 Inputs
|
|
Net Derivative Liabilities
|
||||||
|
|
2011
|
|
2010
|
||||
Beginning balance
|
|
$
|
8,309
|
|
|
$
|
24,859
|
|
Total losses (realized or unrealized):
|
|
|
|
|
||||
Included in earnings
(1)
|
|
23,414
|
|
|
28,696
|
|
||
Included in accumulated other comprehensive loss
|
|
(36,120
|
)
|
|
(12,146
|
)
|
||
Transfers in and/or out of Level 2
|
|
—
|
|
|
—
|
|
||
Purchases, sales, issuances and settlements
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
21,015
|
|
|
$
|
8,309
|
|
(1)
|
Losses included in earnings that are attributable to the reclassification of the effective portion of those derivative liabilities still held at the reporting date as reported in interest expense in the consolidated statements of income and comprehensive income.
|
Fair Value Measurements of Assets Using Level 3 Inputs
|
|
Long-Term Investments
|
||||||
|
|
2011
|
|
2010
|
||||
Beginning balance
|
|
$
|
6,319
|
|
|
$
|
6,319
|
|
Total losses (realized or unrealized):
|
|
|
|
|
||||
Included in earnings
|
|
—
|
|
|
—
|
|
||
Included in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Purchases, sales, issuances and settlements
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
6,319
|
|
|
$
|
6,319
|
|
10.
|
Concentrations:
|
11.
|
Commitments and Contingencies:
|
For the Year Ending December 31,
|
|
Operating
Leases
|
|
Capital
Leases
|
||||
2012
|
|
$
|
339,765
|
|
|
$
|
34,333
|
|
2013
|
|
344,499
|
|
|
35,347
|
|
||
2014
|
|
342,965
|
|
|
36,408
|
|
||
2015
|
|
338,915
|
|
|
37,500
|
|
||
2016
|
|
317,936
|
|
|
38,626
|
|
||
Thereafter
|
|
918,659
|
|
|
338,588
|
|
||
Total minimum future lease payments
|
|
$
|
2,602,739
|
|
|
520,802
|
|
|
Amount representing interest and maintenance
|
|
|
|
(239,635
|
)
|
|||
Present value of minimum lease payments
|
|
|
|
281,167
|
|
|||
Current portion
|
|
|
|
(8,070
|
)
|
|||
Long-term capital lease obligations
|
|
|
|
$
|
273,097
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
|
49.88
|
%
|
|
54.74
|
%
|
|
50.01
|
%
|
|||
Risk-free interest rate
|
|
2.06
|
%
|
|
2.24
|
%
|
|
1.99
|
%
|
|||
Expected lives in years
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Weighted-average fair value of options:
|
|
|
|
|
|
|
||||||
Granted at fair value
|
|
$
|
6.49
|
|
|
$
|
3.23
|
|
|
$
|
6.43
|
|
Weighted-average exercise price of options:
|
|
|
|
|
|
|
||||||
Granted at fair value
|
|
$
|
14.37
|
|
|
$
|
6.62
|
|
|
$
|
14.23
|
|
|
|
2011
|
|||||
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding, beginning of year
|
|
31,642,532
|
|
|
$
|
13.52
|
|
Granted
|
|
4,186,204
|
|
|
$
|
14.37
|
|
Exercised
|
|
(6,370,790
|
)
|
|
$
|
9.27
|
|
Forfeited
|
|
(712,384
|
)
|
|
$
|
15.21
|
|
Outstanding, end of year
|
|
28,745,562
|
|
|
$
|
14.54
|
|
Options vested or expected to vest at year-end
|
|
28,260,376
|
|
|
$
|
14.58
|
|
Options exercisable at year-end
|
|
21,385,013
|
|
|
$
|
15.25
|
|
|
|
2011
|
|||||
Restricted Stock Awards
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Unvested balance, beginning of year
|
|
2,665,110
|
|
|
$
|
8.73
|
|
Grants
|
|
1,771,639
|
|
|
$
|
14.35
|
|
Vested shares
|
|
(1,136,002
|
)
|
|
$
|
8.74
|
|
Forfeitures
|
|
(153,361
|
)
|
|
$
|
11.52
|
|
Unvested balance, end of year
|
|
3,147,386
|
|
|
$
|
11.75
|
|
13.
|
Employee Benefit Plan:
|
14.
|
Income Taxes:
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,191
|
)
|
State
|
|
3,729
|
|
|
3,401
|
|
|
(22,135
|
)
|
|||
|
|
3,729
|
|
|
3,401
|
|
|
(23,326
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
162,695
|
|
|
105,090
|
|
|
95,377
|
|
|||
State
|
|
11,922
|
|
|
10,388
|
|
|
14,784
|
|
|||
|
|
174,617
|
|
|
115,478
|
|
|
110,161
|
|
|||
Provision for income taxes
|
|
$
|
178,346
|
|
|
$
|
118,879
|
|
|
$
|
86,835
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
U.S. federal income tax provision at statutory rate
|
|
$
|
167,880
|
|
|
$
|
109,303
|
|
|
$
|
92,288
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax impact
|
|
14,408
|
|
|
15,319
|
|
|
11,500
|
|
|||
Change in valuation allowance
|
|
652
|
|
|
—
|
|
|
816
|
|
|||
Provision (benefit) for tax uncertainties
|
|
434
|
|
|
267
|
|
|
(16,279
|
)
|
|||
Permanent items
|
|
330
|
|
|
710
|
|
|
1,087
|
|
|||
Tax credits
|
|
(4,809
|
)
|
|
(6,893
|
)
|
|
(2,076
|
)
|
|||
Other
|
|
(549
|
)
|
|
173
|
|
|
(501
|
)
|
|||
Provision for income taxes
|
|
$
|
178,346
|
|
|
$
|
118,879
|
|
|
$
|
86,835
|
|
|
|
2011
|
|
2010
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforward
|
|
$
|
604,402
|
|
|
$
|
361,617
|
|
Deferred revenue
|
|
17,065
|
|
|
19,050
|
|
||
Allowance for uncollectible accounts
|
|
—
|
|
|
1,154
|
|
||
Deferred rent
|
|
38,963
|
|
|
33,420
|
|
||
Deferred compensation
|
|
57,594
|
|
|
56,157
|
|
||
Asset retirement obligation
|
|
6,479
|
|
|
4,770
|
|
||
Credit carryforwards
|
|
18,081
|
|
|
12,747
|
|
||
Other comprehensive loss
|
|
7,493
|
|
|
3,171
|
|
||
Capital loss limitation
|
|
7,388
|
|
|
7,410
|
|
||
Transaction taxes
|
|
3,896
|
|
|
5,498
|
|
||
Unrealized loss on investments
|
|
39,751
|
|
|
39,871
|
|
||
Other
|
|
13,126
|
|
|
14,779
|
|
||
Gross deferred tax assets
|
|
814,238
|
|
|
559,644
|
|
||
Valuation allowance
|
|
(47,810
|
)
|
|
(47,158
|
)
|
||
Total deferred tax assets, net
|
|
766,428
|
|
|
512,486
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation
|
|
(1,030,016
|
)
|
|
(655,566
|
)
|
||
Deferred costs
|
|
(28,976
|
)
|
|
(32,332
|
)
|
||
FCC licenses
|
|
(370,082
|
)
|
|
(326,954
|
)
|
||
Partnership interest
|
|
(142,439
|
)
|
|
(130,679
|
)
|
||
Other
|
|
(4,807
|
)
|
|
(3,723
|
)
|
||
Deferred tax liabilities
|
|
(1,576,320
|
)
|
|
(1,149,254
|
)
|
||
Net deferred tax liability
|
|
$
|
(809,892
|
)
|
|
$
|
(636,768
|
)
|
|
|
2011
|
|
2010
|
||||
Current deferred tax asset
|
|
$
|
7,214
|
|
|
$
|
6,290
|
|
Non-current deferred tax liability
|
|
(817,106
|
)
|
|
(643,058
|
)
|
||
Net deferred tax liability
|
|
$
|
(809,892
|
)
|
|
$
|
(636,768
|
)
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Balance at beginning of period
|
|
$
|
6,084
|
|
|
$
|
6,084
|
|
|
$
|
19,328
|
|
Increases for tax provisions taken during a prior period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increases for tax provisions taken during the current period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases relating to settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases resulting from the expiration of the statute of limitations
|
|
—
|
|
|
—
|
|
|
(13,244
|
)
|
|||
Balance at end of period
|
|
$
|
6,084
|
|
|
$
|
6,084
|
|
|
$
|
6,084
|
|
15.
|
Net Income Per Common Share:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
Basic EPS:
|
|
|
|
|
|
|
||||||
Net income applicable to common stock
|
|
$
|
301,310
|
|
|
$
|
193,415
|
|
|
$
|
176,844
|
|
Amount allocable to common shareholders
|
|
99.1
|
%
|
|
99.3
|
%
|
|
99.6
|
%
|
|||
Rights to undistributed earnings
|
|
$
|
298,583
|
|
|
$
|
192,044
|
|
|
$
|
176,160
|
|
Weighted average shares outstanding—basic
|
|
360,410,168
|
|
|
353,711,045
|
|
|
351,898,898
|
|
|||
Net income per common share—basic
|
|
$
|
0.83
|
|
|
$
|
0.54
|
|
|
$
|
0.50
|
|
Diluted EPS:
|
|
|
|
|
|
|
||||||
Rights to undistributed earnings
|
|
$
|
298,583
|
|
|
$
|
192,044
|
|
|
$
|
176,160
|
|
Weighted average shares outstanding—basic
|
|
360,410,168
|
|
|
353,711,045
|
|
|
351,898,898
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
3,427,772
|
|
|
2,424,044
|
|
|
4,044,023
|
|
|||
Weighted average shares outstanding—diluted
|
|
363,837,940
|
|
|
356,135,089
|
|
|
355,942,921
|
|
|||
Net income per common share—diluted
|
|
$
|
0.82
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
16.
|
Guarantor Subsidiaries:
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
657,289
|
|
|
$
|
1,285,266
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
1,943,282
|
|
Inventories
|
|
—
|
|
|
226,124
|
|
|
13,524
|
|
|
—
|
|
|
239,648
|
|
|||||
Accounts receivable, net
|
|
—
|
|
|
77,396
|
|
|
627
|
|
|
—
|
|
|
78,023
|
|
|||||
Advances to subsidiaries
|
|
671,193
|
|
|
245,866
|
|
|
—
|
|
|
(917,059
|
)
|
|
—
|
|
|||||
Other current assets
|
|
300,068
|
|
|
102,845
|
|
|
79,727
|
|
|
—
|
|
|
482,640
|
|
|||||
Total current assets
|
|
1,628,550
|
|
|
1,937,497
|
|
|
94,605
|
|
|
(917,059
|
)
|
|
2,743,593
|
|
|||||
Property and equipment, net
|
|
—
|
|
|
1,378
|
|
|
4,016,621
|
|
|
—
|
|
|
4,017,999
|
|
|||||
Long-term investments
|
|
6,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|||||
Investment in subsidiaries
|
|
1,297,957
|
|
|
4,728,985
|
|
|
—
|
|
|
(6,026,942
|
)
|
|
—
|
|
|||||
FCC licenses
|
|
—
|
|
|
3,800
|
|
|
2,535,241
|
|
|
—
|
|
|
2,539,041
|
|
|||||
Other assets
|
|
—
|
|
|
137,985
|
|
|
39,612
|
|
|
(1,618
|
)
|
|
175,979
|
|
|||||
Total assets
|
|
$
|
2,932,826
|
|
|
$
|
6,809,645
|
|
|
$
|
6,686,079
|
|
|
$
|
(6,945,619
|
)
|
|
$
|
9,482,931
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advances from subsidiaries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
917,059
|
|
|
$
|
(917,059
|
)
|
|
$
|
—
|
|
Other current liabilities
|
|
—
|
|
|
243,247
|
|
|
573,476
|
|
|
—
|
|
|
816,723
|
|
|||||
Total current liabilities
|
|
—
|
|
|
243,247
|
|
|
1,490,535
|
|
|
(917,059
|
)
|
|
816,723
|
|
|||||
Long-term debt, net
|
|
—
|
|
|
4,437,924
|
|
|
273,097
|
|
|
—
|
|
|
4,711,021
|
|
|||||
Deferred credits
|
|
5,226
|
|
|
813,498
|
|
|
120,028
|
|
|
(1,618
|
)
|
|
937,134
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
17,019
|
|
|
73,434
|
|
|
—
|
|
|
90,453
|
|
|||||
Total liabilities
|
|
5,226
|
|
|
5,511,688
|
|
|
1,957,094
|
|
|
(918,677
|
)
|
|
6,555,331
|
|
|||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Other stockholders’ equity
|
|
2,927,564
|
|
|
1,297,957
|
|
|
4,728,985
|
|
|
(6,026,942
|
)
|
|
2,927,564
|
|
|||||
Total stockholders’ equity
|
|
2,927,600
|
|
|
1,297,957
|
|
|
4,728,985
|
|
|
(6,026,942
|
)
|
|
2,927,600
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
2,932,826
|
|
|
$
|
6,809,645
|
|
|
$
|
6,686,079
|
|
|
$
|
(6,945,619
|
)
|
|
$
|
9,482,931
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
507,849
|
|
|
$
|
287,942
|
|
|
$
|
740
|
|
|
$
|
—
|
|
|
$
|
796,531
|
|
Inventories
|
|
—
|
|
|
145,260
|
|
|
15,789
|
|
|
—
|
|
|
161,049
|
|
|||||
Accounts receivable, net
|
|
—
|
|
|
57,047
|
|
|
1,009
|
|
|
—
|
|
|
58,056
|
|
|||||
Advances to subsidiaries
|
|
647,701
|
|
|
462,518
|
|
|
—
|
|
|
(1,110,219
|
)
|
|
—
|
|
|||||
Other current assets
|
|
374,956
|
|
|
114,285
|
|
|
89,008
|
|
|
—
|
|
|
578,249
|
|
|||||
Total current assets
|
|
1,530,506
|
|
|
1,067,052
|
|
|
106,546
|
|
|
(1,110,219
|
)
|
|
1,593,885
|
|
|||||
Property and equipment, net
|
|
—
|
|
|
246,249
|
|
|
3,413,196
|
|
|
—
|
|
|
3,659,445
|
|
|||||
Long-term investments
|
|
6,319
|
|
|
10,381
|
|
|
—
|
|
|
—
|
|
|
16,700
|
|
|||||
Investment in subsidiaries
|
|
1,006,295
|
|
|
3,994,553
|
|
|
—
|
|
|
(5,000,848
|
)
|
|
—
|
|
|||||
FCC licenses
|
|
—
|
|
|
3,800
|
|
|
2,518,441
|
|
|
—
|
|
|
2,522,241
|
|
|||||
Other assets
|
|
—
|
|
|
75,085
|
|
|
51,224
|
|
|
—
|
|
|
126,309
|
|
|||||
Total assets
|
|
$
|
2,543,120
|
|
|
$
|
5,397,120
|
|
|
$
|
6,089,407
|
|
|
$
|
(6,111,067
|
)
|
|
$
|
7,918,580
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advances from subsidiaries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,110,219
|
|
|
$
|
(1,110,219
|
)
|
|
$
|
—
|
|
Other current liabilities
|
|
—
|
|
|
233,678
|
|
|
568,742
|
|
|
—
|
|
|
802,420
|
|
|||||
Total current liabilities
|
|
—
|
|
|
233,678
|
|
|
1,678,961
|
|
|
(1,110,219
|
)
|
|
802,420
|
|
|||||
Long-term debt, net
|
|
—
|
|
|
3,508,948
|
|
|
248,339
|
|
|
—
|
|
|
3,757,287
|
|
|||||
Deferred credits
|
|
1,544
|
|
|
639,766
|
|
|
103,159
|
|
|
—
|
|
|
744,469
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
8,433
|
|
|
64,395
|
|
|
—
|
|
|
72,828
|
|
|||||
Total liabilities
|
|
1,544
|
|
|
4,390,825
|
|
|
2,094,854
|
|
|
(1,110,219
|
)
|
|
5,377,004
|
|
|||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Other stockholders’ equity
|
|
2,541,540
|
|
|
1,006,295
|
|
|
3,994,553
|
|
|
(5,000,848
|
)
|
|
2,541,540
|
|
|||||
Total stockholders’ equity
|
|
2,541,576
|
|
|
1,006,295
|
|
|
3,994,553
|
|
|
(5,000,848
|
)
|
|
2,541,576
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
2,543,120
|
|
|
$
|
5,397,120
|
|
|
$
|
6,089,407
|
|
|
$
|
(6,111,067
|
)
|
|
$
|
7,918,580
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
18,802
|
|
|
$
|
4,858,650
|
|
|
$
|
(30,070
|
)
|
|
$
|
4,847,382
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
—
|
|
|
17,452
|
|
|
2,926,049
|
|
|
(30,070
|
)
|
|
2,913,431
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
1,350
|
|
|
642,609
|
|
|
—
|
|
|
643,959
|
|
|||||
Other operating expenses
|
|
—
|
|
|
264
|
|
|
542,190
|
|
|
—
|
|
|
542,454
|
|
|||||
Total operating expenses
|
|
—
|
|
|
19,066
|
|
|
4,110,848
|
|
|
(30,070
|
)
|
|
4,099,844
|
|
|||||
(Loss) income from operations
|
|
—
|
|
|
(264
|
)
|
|
747,802
|
|
|
—
|
|
|
747,538
|
|
|||||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
—
|
|
|
243,163
|
|
|
17,910
|
|
|
—
|
|
|
261,073
|
|
|||||
Non-operating expenses
|
|
(1,859
|
)
|
|
9,414
|
|
|
(746
|
)
|
|
—
|
|
|
6,809
|
|
|||||
Earnings from consolidated subsidiaries
|
|
(299,451
|
)
|
|
(734,432
|
)
|
|
—
|
|
|
1,033,883
|
|
|
—
|
|
|||||
Total other (income) expense
|
|
(301,310
|
)
|
|
(481,855
|
)
|
|
17,164
|
|
|
1,033,883
|
|
|
267,882
|
|
|||||
Income (loss) before provision for income taxes
|
|
301,310
|
|
|
481,591
|
|
|
730,638
|
|
|
(1,033,883
|
)
|
|
479,656
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
(182,140
|
)
|
|
3,794
|
|
|
—
|
|
|
(178,346
|
)
|
|||||
Net income (loss)
|
|
$
|
301,310
|
|
|
$
|
299,451
|
|
|
$
|
734,432
|
|
|
$
|
(1,033,883
|
)
|
|
$
|
301,310
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
16,036
|
|
|
$
|
4,277,726
|
|
|
$
|
(224,409
|
)
|
|
$
|
4,069,353
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
—
|
|
|
15,200
|
|
|
2,527,084
|
|
|
(224,409
|
)
|
|
2,317,875
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
835
|
|
|
620,825
|
|
|
—
|
|
|
621,660
|
|
|||||
Other operating expenses
|
|
—
|
|
|
16,773
|
|
|
394,147
|
|
|
—
|
|
|
410,920
|
|
|||||
Total operating expenses
|
|
—
|
|
|
32,808
|
|
|
3,542,056
|
|
|
(224,409
|
)
|
|
3,350,455
|
|
|||||
(Loss) income from operations
|
|
—
|
|
|
(16,772
|
)
|
|
735,670
|
|
|
—
|
|
|
718,898
|
|
|||||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
—
|
|
|
252,661
|
|
|
153,672
|
|
|
(143,208
|
)
|
|
263,125
|
|
|||||
Non-operating expenses
|
|
(1,797
|
)
|
|
2,233
|
|
|
(165
|
)
|
|
143,208
|
|
|
143,479
|
|
|||||
Earnings from consolidated subsidiaries
|
|
(191,546
|
)
|
|
(581,027
|
)
|
|
—
|
|
|
772,573
|
|
|
—
|
|
|||||
Total other (income) expense
|
|
(193,343
|
)
|
|
(326,133
|
)
|
|
153,507
|
|
|
772,573
|
|
|
406,604
|
|
|||||
Income (loss) before provision for
income taxes
|
|
193,343
|
|
|
309,361
|
|
|
582,163
|
|
|
(772,573
|
)
|
|
312,294
|
|
|||||
Provision for income taxes
|
|
72
|
|
|
(117,815
|
)
|
|
(1,136
|
)
|
|
—
|
|
|
(118,879
|
)
|
|||||
Net income (loss)
|
|
$
|
193,415
|
|
|
$
|
191,546
|
|
|
$
|
581,027
|
|
|
$
|
(772,573
|
)
|
|
$
|
193,415
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
|
$
|
—
|
|
|
$
|
16,409
|
|
|
$
|
3,628,698
|
|
|
$
|
(164,592
|
)
|
|
$
|
3,480,515
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
—
|
|
|
15,336
|
|
|
2,153,580
|
|
|
(164,592
|
)
|
|
2,004,324
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
1,074
|
|
|
566,656
|
|
|
—
|
|
|
567,730
|
|
|||||
Other operating expenses
|
|
—
|
|
|
228
|
|
|
372,945
|
|
|
—
|
|
|
373,173
|
|
|||||
Total operating expenses
|
|
—
|
|
|
16,638
|
|
|
3,093,181
|
|
|
(164,592
|
)
|
|
2,945,227
|
|
|||||
(Loss) income from operations
|
|
—
|
|
|
(229
|
)
|
|
535,517
|
|
|
—
|
|
|
535,288
|
|
|||||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
—
|
|
|
270,662
|
|
|
135,039
|
|
|
(135,416
|
)
|
|
270,285
|
|
|||||
Non-operating expenses
|
|
(2,456
|
)
|
|
(131,512
|
)
|
|
(124
|
)
|
|
135,416
|
|
|
1,324
|
|
|||||
Earnings from consolidated subsidiaries
|
|
(174,388
|
)
|
|
(402,358
|
)
|
|
—
|
|
|
576,746
|
|
|
—
|
|
|||||
Total other (income) expense
|
|
(176,844
|
)
|
|
(263,208
|
)
|
|
134,915
|
|
|
576,746
|
|
|
271,609
|
|
|||||
Income (loss) before provision for
income taxes
|
|
176,844
|
|
|
262,979
|
|
|
400,602
|
|
|
(576,746
|
)
|
|
263,679
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
(88,591
|
)
|
|
1,756
|
|
|
—
|
|
|
(86,835
|
)
|
|||||
Net income (loss)
|
|
$
|
176,844
|
|
|
$
|
174,388
|
|
|
$
|
402,358
|
|
|
$
|
(576,746
|
)
|
|
$
|
176,844
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
1,363
|
|
|
$
|
(331,843
|
)
|
|
$
|
1,392,288
|
|
|
$
|
—
|
|
|
$
|
1,061,808
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
|
—
|
|
|
(5,944
|
)
|
|
(883,825
|
)
|
|
—
|
|
|
(889,769
|
)
|
|||||
Purchase of investments
|
|
(599,765
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(599,765
|
)
|
|||||
Proceeds from maturity of investments
|
|
675,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,000
|
|
|||||
Change in advances – affiliates
|
|
18,683
|
|
|
471,116
|
|
|
—
|
|
|
(489,799
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
|
—
|
|
|
(61,515
|
)
|
|
(10,822
|
)
|
|
—
|
|
|
(72,337
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
93,918
|
|
|
403,657
|
|
|
(894,647
|
)
|
|
(489,799
|
)
|
|
(886,871
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in advances – affiliates
|
|
—
|
|
|
—
|
|
|
(489,799
|
)
|
|
489,799
|
|
|
—
|
|
|||||
Change in book overdraft
|
|
—
|
|
|
3,445
|
|
|
—
|
|
|
—
|
|
|
3,445
|
|
|||||
Proceeds from debt issuance, net of discount
|
|
—
|
|
|
1,497,500
|
|
|
—
|
|
|
—
|
|
|
1,497,500
|
|
|||||
Retirement of long-term debt
|
|
—
|
|
|
(535,792
|
)
|
|
—
|
|
|
—
|
|
|
(535,792
|
)
|
|||||
Repayment of debt
|
|
—
|
|
|
(24,292
|
)
|
|
—
|
|
|
—
|
|
|
(24,292
|
)
|
|||||
Other financing activities, net
|
|
54,159
|
|
|
(15,351
|
)
|
|
(7,855
|
)
|
|
—
|
|
|
30,953
|
|
|||||
Net cash provided by (used in) financing activities
|
|
54,159
|
|
|
925,510
|
|
|
(497,654
|
)
|
|
489,799
|
|
|
971,814
|
|
|||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
149,440
|
|
|
997,324
|
|
|
(13
|
)
|
|
—
|
|
|
1,146,751
|
|
|||||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
507,849
|
|
|
287,942
|
|
|
740
|
|
|
—
|
|
|
796,531
|
|
|||||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
657,289
|
|
|
$
|
1,285,266
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
1,943,282
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
1,401
|
|
|
$
|
(37,976
|
)
|
|
$
|
1,031,075
|
|
|
$
|
—
|
|
|
$
|
994,500
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
|
—
|
|
|
(173,162
|
)
|
|
(617,223
|
)
|
|
—
|
|
|
(790,385
|
)
|
|||||
Purchase of investments
|
|
(711,827
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(711,827
|
)
|
|||||
Proceeds from maturity of investments
|
|
562,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
562,500
|
|
|||||
Change in advances - affiliates
|
|
5,477
|
|
|
555,390
|
|
|
—
|
|
|
(560,867
|
)
|
|
—
|
|
|||||
Proceeds from affiliate debt
|
|
—
|
|
|
505,481
|
|
|
—
|
|
|
(505,481
|
)
|
|
—
|
|
|||||
Issuance of affiliate debt
|
|
—
|
|
|
(683,000
|
)
|
|
—
|
|
|
683,000
|
|
|
—
|
|
|||||
Other investing activities, net
|
|
—
|
|
|
30,433
|
|
|
(41,139
|
)
|
|
—
|
|
|
(10,706
|
)
|
|||||
Net cash (used in) provided by investing activities
|
|
(143,850
|
)
|
|
235,142
|
|
|
(658,362
|
)
|
|
(383,348
|
)
|
|
(950,418
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in book overdraft
|
|
—
|
|
|
(80,291
|
)
|
|
(2,421
|
)
|
|
—
|
|
|
(82,712
|
)
|
|||||
Proceeds from senior note offerings
|
|
—
|
|
|
1,992,770
|
|
|
—
|
|
|
—
|
|
|
1,992,770
|
|
|||||
Proceeds from long-term loan
|
|
—
|
|
|
—
|
|
|
683,000
|
|
|
(683,000
|
)
|
|
—
|
|
|||||
Change in advances - affiliates
|
|
—
|
|
|
—
|
|
|
(560,867
|
)
|
|
560,867
|
|
|
—
|
|
|||||
Retirement of long-term debt
|
|
—
|
|
|
(2,040,186
|
)
|
|
—
|
|
|
—
|
|
|
(2,040,186
|
)
|
|||||
Repayment of debt
|
|
—
|
|
|
(16,000
|
)
|
|
(505,481
|
)
|
|
505,481
|
|
|
(16,000
|
)
|
|||||
Other financing activities, net
|
|
8,209
|
|
|
(35,353
|
)
|
|
(3,660
|
)
|
|
—
|
|
|
(30,804
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
8,209
|
|
|
(179,060
|
)
|
|
(389,429
|
)
|
|
383,348
|
|
|
(176,932
|
)
|
|||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(134,240
|
)
|
|
18,106
|
|
|
(16,716
|
)
|
|
—
|
|
|
(132,850
|
)
|
|||||
CASH AND CASH EQUIVALENTS,
beginning of period
|
|
642,089
|
|
|
269,836
|
|
|
17,456
|
|
|
—
|
|
|
929,381
|
|
|||||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
507,849
|
|
|
$
|
287,942
|
|
|
$
|
740
|
|
|
$
|
—
|
|
|
$
|
796,531
|
|
|
|
Parent
|
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
258,785
|
|
|
$
|
(26,058
|
)
|
|
$
|
683,212
|
|
|
$
|
(16,590
|
)
|
|
$
|
899,349
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
|
—
|
|
|
(9,177
|
)
|
|
(822,497
|
)
|
|
—
|
|
|
(831,674
|
)
|
|||||
Purchase of investments
|
|
(486,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(486,645
|
)
|
|||||
Proceeds from maturity of investments
|
|
262,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,500
|
|
|||||
Proceeds from affiliate debt
|
|
—
|
|
|
296,700
|
|
|
—
|
|
|
(296,700
|
)
|
|
—
|
|
|||||
Issuance of affiliate debt
|
|
—
|
|
|
(465,000
|
)
|
|
—
|
|
|
465,000
|
|
|
—
|
|
|||||
Other investing activities, net
|
|
—
|
|
|
(52,028
|
)
|
|
(9,107
|
)
|
|
—
|
|
|
(61,135
|
)
|
|||||
Net cash (used in) provided by investing activities
|
|
(224,145
|
)
|
|
(229,505
|
)
|
|
(831,604
|
)
|
|
168,300
|
|
|
(1,116,954
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in book overdraft
|
|
—
|
|
|
(17,047
|
)
|
|
(3,267
|
)
|
|
—
|
|
|
(20,314
|
)
|
|||||
Proceeds from long-term loan
|
|
—
|
|
|
—
|
|
|
465,000
|
|
|
(465,000
|
)
|
|
—
|
|
|||||
Proceeds from senior note offerings
|
|
—
|
|
|
492,250
|
|
|
—
|
|
|
—
|
|
|
492,250
|
|
|||||
Repayment of debt
|
|
—
|
|
|
(16,000
|
)
|
|
(296,700
|
)
|
|
296,700
|
|
|
(16,000
|
)
|
|||||
Other financing activities, net
|
|
8,626
|
|
|
(11,925
|
)
|
|
(20,189
|
)
|
|
16,590
|
|
|
(6,898
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
8,626
|
|
|
447,278
|
|
|
144,844
|
|
|
(151,710
|
)
|
|
449,038
|
|
|||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
43,266
|
|
|
191,715
|
|
|
(3,548
|
)
|
|
—
|
|
|
231,433
|
|
|||||
CASH AND CASH EQUIVALENTS,
beginning of period
|
|
598,823
|
|
|
78,121
|
|
|
21,004
|
|
|
—
|
|
|
697,948
|
|
|||||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
642,089
|
|
|
$
|
269,836
|
|
|
$
|
17,456
|
|
|
$
|
—
|
|
|
$
|
929,381
|
|
17.
|
Related-Party Transactions:
|
|
|
2011
|
|
2010
|
||||
Network service fees included in prepaid expenses
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Receivables from related-party included in other current assets
|
|
0.7
|
|
|
0.6
|
|
||
DAS and other assets included in property and equipment, net
|
|
383.6
|
|
|
366.4
|
|
||
Deferred network service fees included in other assets
|
|
8.2
|
|
|
9.9
|
|
||
Payments due to related-party included in accounts payable and accrued expenses
|
|
6.6
|
|
|
7.8
|
|
||
Current portion of capital lease obligations included in current maturities of long-term debt
|
|
7.1
|
|
|
5.2
|
|
||
Non-current portion of capital lease obligations included in long-term debt, net
|
|
240.1
|
|
|
215.4
|
|
||
Deferred DAS service fees included in other long-term liabilities
|
|
1.4
|
|
|
1.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
Fees received by the Company as compensation included in service revenues
|
|
$
|
14.1
|
|
|
$
|
11.7
|
|
|
$
|
7.6
|
|
Fees received by the Company as compensation included in equipment revenues
|
|
19.7
|
|
|
17.9
|
|
|
16.4
|
|
|||
Fees paid by the Company for services and related expenses included in cost of service
|
|
21.4
|
|
|
22.3
|
|
|
19.3
|
|
|||
Fees paid by the Company for services included in selling, general and administrative expenses
|
|
5.4
|
|
|
5.8
|
|
|
5.7
|
|
|||
DAS and other assets depreciation included in depreciation expense
|
|
36.4
|
|
|
28.7
|
|
|
18.6
|
|
|||
Capital lease interest included in interest expense
|
|
19.1
|
|
|
14.4
|
|
|
11.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
Capital lease payments included in financing activities
|
|
$
|
6.9
|
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
18.
|
Supplemental Cash Flow Information:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
(in thousands)
|
||||||||||
Cash paid for interest
|
|
$
|
247,702
|
|
|
$
|
255,960
|
|
|
$
|
248,800
|
|
Cash paid for income taxes
|
|
4,521
|
|
|
2,857
|
|
|
3,085
|
|
19.
|
Quarterly Financial Data (Unaudited):
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
||||||||
Total revenues
|
|
$
|
1,194,377
|
|
|
$
|
1,209,453
|
|
|
$
|
1,205,388
|
|
|
$
|
1,238,164
|
|
Income from operations
|
|
145,337
|
|
|
210,255
|
|
|
176,831
|
|
|
215,115
|
|
||||
Net income
|
|
56,378
|
|
|
84,335
|
|
|
69,326
|
|
|
91,271
|
|
||||
Net income per common share - basic
|
|
$
|
0.16
|
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
Net income per common share - diluted
|
|
$
|
0.15
|
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.25
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2010 |
|
June 30,
2010 |
|
September 30,
2010 |
|
December 31,
2010 |
||||||||
Total revenues
|
|
$
|
970,503
|
|
|
$
|
1,012,536
|
|
|
$
|
1,020,789
|
|
|
$
|
1,065,525
|
|
Income from operations
|
|
105,231
|
|
|
198,412
|
|
|
207,934
|
|
|
207,321
|
|
||||
Net income
|
|
22,661
|
|
|
79,915
|
|
|
77,287
|
|
|
13,552
|
|
||||
Net income per common share - basic
|
|
$
|
0.06
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.04
|
|
Net income per common share - diluted
|
|
$
|
0.06
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.04
|
|
Exhibit No.
|
Description
|
2.1(a)
|
Agreement and Plan of Merger, dated as of April 6, 2004, by and among MetroPCS Communications, Inc., MPCS Holdco Merger Sub, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(a) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
2.1(b)
|
Agreement and Plan of Merger, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc., MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(b) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
3.1
|
Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
3.2
|
Fourth Amended and Restated Bylaws of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K on March 18, 2011 and incorporated by reference herein).
|
4.1
|
Form of Certificate of MetroPCS Communications, Inc. Common Stock. (Filed as Exhibit 4.1 to Amendment No. 4 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 3, 2007, and incorporated by reference herein).
|
4.2
|
Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (Filed as Exhibit 4.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on March 30, 2007, and incorporated by reference herein and filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 11, 2007, and incorporated by reference herein).
|
10.1(a)**
|
Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(d) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(b)**
|
First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(e) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.1(c)**
|
Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(f) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
|
10.2**
|
Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (Filed as Exhibit 10.1(a) to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.3**
|
MetroPCS Communications Inc. 2010 Equity Incentive Compensation Plan (Filed as Annex A to MetroPCS Communications, Inc. Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders filed on Schedule 14A with the Commission on April 19, 2010, and incorporated by reference herein).
|
10.4**
|
Form of Officer and Director Indemnification Agreement (Filed as Exhibit 10.4 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference herein).
|
10.5**
|
MetroPCS Communications, Inc. Third Amended and Restated Non-Employee Director Remuneration Plan, effective March 11, 2010 (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 10, 2010, and incorporated by reference herein).
|
10.6**
|
Form of Officer Cash Performance Award Agreement (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 11, 2009, and incorporated by reference herein).
|
10.7**
|
MetroPCS Communications, Inc. Severance Plan and Summary Plan Description (Filed as Exhibit 10.1 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.8**
|
Form Change in Control Agreement (Filed as Exhibit 10.2 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
10.9**
|
Form Amendment to the MetroPCS Communications, Inc. Nonqualified Stock Option Agreement relating to the MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (Filed as Exhibit 10.3 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
|
Date Vested
|
Percentage of Option Shares
Vested and Exercisable
|
First (1st) year anniversary of
the Grant Date
|
25.00 %
|
Following the first (1
st
) year anniversary of the Grant Date, each monthly anniversary of the Grant Date for 36 successive months
|
2.0833 %
|
/s/ J. Braxton Carter
|
Vesting Dates
|
Percentage of Restricted Stock
Vested on Such Vesting Date
|
Vesting Commencement Date
|
—%
|
12-month anniversary of Vesting Commencement Date
|
25%
|
Following the 12-month anniversary of the Vesting Commencement Date, each quarterly anniversary of the Vesting Commencement Date for 12 successive quarters
|
6.25%
|
/s/ J. Braxton Carter
|
METROPCS WIRELESS, INC.
|
|
ALCATEL-LUCENT USA INC. (formerly known as Lucent Technologies Inc.)
|
By: /s/ Roger Linquist
|
|
By: /s/ Matthew Keil
|
Name: Roger Linquist
|
|
Name: Matthew Keil
|
Title: Chairman & CEO
|
|
Title: Sales Director
|
Date: 10/28/11
|
|
Date: 10/28/11
|
METROPCS WIRELESS, INC.
|
|
ALCATEL-LUCENT USA INC. (formerly known as Lucent Technologies Inc.)
|
By: /s/ Roger Linquist
|
|
By: /s/ Matthew Keil
|
Name: Roger Linquist
|
|
Name: Matthew Keil
|
Title: Chairman & CEO
|
|
Title: National Sales Director
|
Date: 11/30/11
|
|
Date: 11/29/11
|
METROPCS WIRELESS, INC.
|
|
ALCATEL-LUCENT USA INC. (formerly known as Lucent Technologies Inc.)
|
By: /s/ J. Braxton Carter
|
|
By: /s/ Matthew Keil
|
Name: J. Braxton Carter
|
|
Name: Matthew Keil
|
Title: Vice Chairman & CFO
|
|
Title: National Sales Director
|
Date: 12/27/11
|
|
Date: 12/27/11
|
1.
|
I have reviewed this annual report on Form 10-K of MetroPCS Communications, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2012
|
|
|
|
By:
|
/s/ Roger D. Linquist
|
|
|
|
|
|
Roger D. Linquist
Chief Executive Officer and
Chairman of the Board
|
1.
|
I have reviewed this annual report on Form 10-K of MetroPCS Communications, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2012
|
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
|
|
|
J. Braxton Carter
Chief Financial Officer
and Vice Chairman
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
|
|
|
|
By:
|
/s/ Roger D. Linquist
|
|
|
|
|
Roger D. Linquist
|
|||||
Chief Executive Officer and Chairman of the Board
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
|
|
|
|
By:
|
/s/ J. Braxton Carter
|
|
|
|
|
J. Braxton Carter
|
|||||
Chief Financial Officer and Vice Chairman
|