Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Guarantor Subsidiaries | Note 9 – Guarantor Financial Information |
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Pursuant to the applicable indentures and supplemental indentures, the long-term debt, excluding capital leases, issued by T-Mobile USA, Inc. (“Issuer”) is fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of the Issuer’s 100% owned subsidiaries (“Guarantor Subsidiaries”). The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The indentures governing the long-term debt contain covenants that, among other things, limit the ability of the Issuer and the Guarantor Subsidiaries to: incur more debt; pay dividends and make distributions; make certain investments; repurchase stock; create liens or other encumbrances; enter into transactions with affiliates; enter into transactions that restrict dividends or distributions from subsidiaries; and merge, consolidate, or sell, or otherwise dispose of, substantially all of their assets. Certain provisions of each of the indentures and the supplemental indentures relating to the long-term debt restrict the ability of the Issuer to loan funds or make payments to Parent. However, the Issuer and Guarantor Subsidiaries are allowed to make certain permitted payments to the Parent under the terms of the indentures and the supplemental indentures. |
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Presented below is the condensed consolidating financial information as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014, respectively. |
Condensed Consolidating Balance Sheet Information |
March 31, 2015 |
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(in millions) | Parent | | Issuer | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating and Eliminating Adjustments | | Consolidated |
Assets | | | | | | | | | | | |
Current assets | | | | | | | | | | | |
Cash and cash equivalents | $ | 393 | | | $ | 1,152 | | | $ | 1,352 | | | $ | 135 | | | $ | — | | | $ | 3,032 | |
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Accounts receivable, net | — | | | — | | | 1,885 | | | 48 | | | — | | | 1,933 | |
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Equipment installment plan receivables, net | — | | | — | | | 3,259 | | | — | | | — | | | 3,259 | |
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Accounts receivable from affiliates | — | | | — | | | 85 | | | — | | | — | | | 85 | |
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Inventories | — | | | — | | | 1,230 | | | — | | | — | | | 1,230 | |
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Deferred tax assets, net | — | | | — | | | 1,033 | | | — | | | — | | | 1,033 | |
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Other current assets | — | | | — | | | 834 | | | 229 | | | — | | | 1,063 | |
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Total current assets | 393 | | | 1,152 | | | 9,678 | | | 412 | | | — | | | 11,635 | |
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Property and equipment, net (1) | — | | | — | | | 15,967 | | | 516 | | | — | | | 16,483 | |
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Goodwill | — | | | — | | | 1,683 | | | — | | | — | | | 1,683 | |
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Spectrum licenses | — | | | — | | | 24,062 | | | — | | | — | | | 24,062 | |
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Other intangible assets, net | — | | | — | | | 805 | | | — | | | — | | | 805 | |
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Investments in subsidiaries, net | 15,325 | | | 30,565 | | | — | | | — | | | (45,890 | ) | | — | |
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Intercompany receivables | — | | | 5,891 | | | — | | | — | | | (5,891 | ) | | — | |
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Equipment installment plan receivables due after one year, net | — | | | — | | | 1,583 | | | — | | | — | | | 1,583 | |
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Other assets | 2 | | | 20 | | | 275 | | | 137 | | | (127 | ) | | 307 | |
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Total assets | $ | 15,720 | | | $ | 37,628 | | | $ | 54,053 | | | $ | 1,065 | | | $ | (51,908 | ) | | $ | 56,558 | |
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Liabilities and Stockholders' Equity | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
Accounts payable and accrued liabilities | $ | — | | | $ | 246 | | | $ | 6,453 | | | $ | 94 | | | $ | — | | | $ | 6,793 | |
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Current payables to affiliates | — | | | 136 | | | 80 | | | — | | | — | | | 216 | |
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Short-term debt | — | | | 443 | | | 24 | | | — | | | — | | | 467 | |
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Deferred revenue | — | | | — | | | 584 | | | — | | | — | | | 584 | |
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Other current liabilities | — | | | — | | | 524 | | | 65 | | | — | | | 589 | |
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Total current liabilities | — | | | 825 | | | 7,665 | | | 159 | | | — | | | 8,649 | |
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Long-term debt | — | | | 15,878 | | | 383 | | | — | | | — | | | 16,261 | |
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Long-term debt to affiliates | — | | | 5,600 | | | — | | | — | | | — | | | 5,600 | |
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Long-term financial obligation (1) | — | | | — | | | 271 | | | 2,252 | | | — | | | 2,523 | |
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Deferred tax liabilities | — | | | — | | | 4,982 | | | — | | | (127 | ) | | 4,855 | |
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Deferred rents | — | | | — | | | 2,366 | | | — | | | — | | | 2,366 | |
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Negative carrying value of subsidiaries, net | — | | | — | | | 789 | | | — | | | (789 | ) | | — | |
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Intercompany payables | 70 | | | — | | | 5,713 | | | 108 | | | (5,891 | ) | | — | |
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Other long-term liabilities | — | | | — | | | 654 | | | — | | | — | | | 654 | |
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Total long-term liabilities | 70 | | | 21,478 | | | 15,158 | | | 2,360 | | | (6,807 | ) | | 32,259 | |
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Total stockholders' equity | 15,650 | | | 15,325 | | | 31,230 | | | (1,454 | ) | | (45,101 | ) | | 15,650 | |
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Total liabilities and stockholders' equity | $ | 15,720 | | | $ | 37,628 | | | $ | 54,053 | | | $ | 1,065 | | | $ | (51,908 | ) | | $ | 56,558 | |
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-1 | Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the Tower Transaction. See Note 9 – Tower Transaction and Related Long-Term Financial Obligation included in the Annual Report on Form 10-K for the year ended December 31, 2014. | | | | | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Balance Sheet Information |
December 31, 2014 |
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(in millions) | Parent | | Issuer | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating and Eliminating Adjustments | | Consolidated |
Assets | | | | | | | | | | | |
Current assets | | | | | | | | | | | |
Cash and cash equivalents | $ | 2,278 | | | $ | 2,246 | | | $ | 697 | | | $ | 94 | | | $ | — | | | $ | 5,315 | |
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Accounts receivable, net | — | | | — | | | 1,817 | | | 48 | | | — | | | 1,865 | |
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Equipment installment plan receivables, net | — | | | — | | | 3,062 | | | — | | | — | | | 3,062 | |
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Accounts receivable from affiliates | — | | | — | | | 76 | | | — | | | — | | | 76 | |
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Inventories | — | | | — | | | 1,085 | | | — | | | — | | | 1,085 | |
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Deferred tax assets, net | — | | | — | | | 988 | | | — | | | — | | | 988 | |
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Other current assets | — | | | 3 | | | 1,341 | | | 249 | | | — | | | 1,593 | |
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Total current assets | 2,278 | | | 2,249 | | | 9,066 | | | 391 | | | — | | | 13,984 | |
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Property and equipment, net (1) | — | | | — | | | 15,708 | | | 537 | | | — | | | 16,245 | |
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Goodwill | — | | | — | | | 1,683 | | | — | | | — | | | 1,683 | |
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Spectrum licenses | — | | | — | | | 21,955 | | | — | | | — | | | 21,955 | |
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Other intangible assets, net | — | | | — | | | 870 | | | — | | | — | | | 870 | |
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Investments in subsidiaries, net | 13,470 | | | 30,385 | | | — | | | — | | | (43,855 | ) | | — | |
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Intercompany receivables | — | | | 2,773 | | | — | | | — | | | (2,773 | ) | | — | |
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Equipment installment plan receivables due after one year, net | — | | | — | | | 1,628 | | | — | | | — | | | 1,628 | |
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Other assets | 2 | | | 17 | | | 259 | | | 124 | | | (114 | ) | | 288 | |
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Total assets | $ | 15,750 | | | $ | 35,424 | | | $ | 51,169 | | | $ | 1,052 | | | $ | (46,742 | ) | | $ | 56,653 | |
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Liabilities and Stockholders' Equity | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
Accounts payable and accrued liabilities | $ | — | | | $ | 349 | | | $ | 6,914 | | | $ | 101 | | | $ | — | | | $ | 7,364 | |
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Current payables to affiliates | — | | | 56 | | | 175 | | | — | | | — | | | 231 | |
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Short-term debt | — | | | 63 | | | 24 | | | — | | | — | | | 87 | |
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Deferred revenue | — | | | — | | | 459 | | | — | | | — | | | 459 | |
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Other current liabilities | — | | | — | | | 580 | | | 55 | | | — | | | 635 | |
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Total current liabilities | — | | | 468 | | | 8,152 | | | 156 | | | — | | | 8,776 | |
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Long-term debt | — | | | 15,886 | | | 387 | | | — | | | — | | | 16,273 | |
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Long-term debt to affiliates | — | | | 5,600 | | | — | | | — | | | — | | | 5,600 | |
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Long-term financial obligation (1) | — | | | — | | | 271 | | | 2,250 | | | — | | | 2,521 | |
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Deferred tax liabilities | — | | | — | | | 4,987 | | | — | | | (114 | ) | | 4,873 | |
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Deferred rents | — | | | — | | | 2,331 | | | — | | | — | | | 2,331 | |
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Negative carrying value of subsidiaries, net | — | | | — | | | 780 | | | — | | | (780 | ) | | — | |
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Intercompany payables | 87 | | | — | | | 2,589 | | | 97 | | | (2,773 | ) | | — | |
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Other long-term liabilities | — | | | — | | | 616 | | | — | | | — | | | 616 | |
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Total long-term liabilities | 87 | | | 21,486 | | | 11,961 | | | 2,347 | | | (3,667 | ) | | 32,214 | |
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Total stockholders' equity | 15,663 | | | 13,470 | | | 31,056 | | | (1,451 | ) | | (43,075 | ) | | 15,663 | |
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Total liabilities and stockholders' equity | $ | 15,750 | | | $ | 35,424 | | | $ | 51,169 | | | $ | 1,052 | | | $ | (46,742 | ) | | $ | 56,653 | |
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-1 | Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the Tower Transaction. See Note 9 – Tower Transaction and Related Long-Term Financial Obligation included in the Annual Report on Form 10-K for the year ended December 31, 2014. | | | | | | | | | | | | | | | | | | | | | | |
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Condensed Consolidating Statement of Comprehensive Income (Loss) Information |
Three Months Ended March 31, 2015 |
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(in millions) | Parent | | Issuer | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating and Eliminating Adjustments | | Consolidated |
Revenues | | | | | | | | | | | |
Service revenues | $ | — | | | $ | — | | | $ | 5,562 | | | $ | 389 | | | $ | (132 | ) | | $ | 5,819 | |
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Equipment sales | — | | | — | | | 1,927 | | | — | | | (76 | ) | | 1,851 | |
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Other revenues | — | | | — | | | 69 | | | 42 | | | (3 | ) | | 108 | |
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Total revenues | — | | | — | | | 7,558 | | | 431 | | | (211 | ) | | 7,778 | |
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Operating expenses | | | | | | | | | | | |
Cost of services, exclusive of depreciation and amortization shown separately below | — | | | — | | | 1,389 | | | 6 | | | — | | | 1,395 | |
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Cost of equipment sales | — | | | — | | | 2,605 | | | 150 | | | (76 | ) | | 2,679 | |
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Selling, general and administrative | — | | | — | | | 2,340 | | | 167 | | | (135 | ) | | 2,372 | |
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Depreciation and amortization | — | | | — | | | 1,065 | | | 22 | | | — | | | 1,087 | |
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Cost of MetroPCS business combination | — | | | — | | | 128 | | | — | | | — | | | 128 | |
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Total operating expenses | — | | | — | | | 7,527 | | | 345 | | | (211 | ) | | 7,661 | |
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Operating income | — | | | — | | | 31 | | | 86 | | | — | | | 117 | |
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Other income (expense) | | | | | | | | | | | |
Interest expense to affiliates | — | | | (64 | ) | | — | | | — | | | — | | | (64 | ) |
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Interest expense | — | | | (200 | ) | | (14 | ) | | (47 | ) | | — | | | (261 | ) |
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Interest income | — | | | — | | | 112 | | | — | | | — | | | 112 | |
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Other income (expense), net | — | | | 32 | | | — | | | — | | | (40 | ) | | (8 | ) |
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Total other income (expense), net | — | | | (232 | ) | | 98 | | | (47 | ) | | (40 | ) | | (221 | ) |
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Income (loss) before income taxes | — | | | (232 | ) | | 129 | | | 39 | | | (40 | ) | | (104 | ) |
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Income tax expense (benefit) | — | | | — | | | (48 | ) | | 7 | | | — | | | (41 | ) |
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Earnings (loss) of subsidiaries | (63 | ) | | 169 | | | (12 | ) | | — | | | (94 | ) | | — | |
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Net income (loss) | (63 | ) | | (63 | ) | | 165 | | | 32 | | | (134 | ) | | (63 | ) |
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Dividends on preferred stock | (14 | ) | | — | | | — | | | — | | | — | | | (14 | ) |
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Net income (loss) attributable to common stockholders | (77 | ) | | (63 | ) | | 165 | | | 32 | | | (134 | ) | | (77 | ) |
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Other comprehensive (loss), net of tax | | | | | | | | | | | |
Other comprehensive income (loss), net of tax | — | | | — | | | — | | | — | | | — | | | — | |
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Total comprehensive income (loss) | $ | (63 | ) | | $ | (63 | ) | | $ | 165 | | | $ | 32 | | | $ | (134 | ) | | $ | (63 | ) |
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Condensed Consolidating Statement of Comprehensive Income (Loss) Information |
Three Months Ended March 31, 2014 |
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(in millions) | Parent | | Issuer | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating and Eliminating Adjustments | | Consolidated |
Revenues | | | | | | | | | | | |
Service revenues | $ | — | | | $ | — | | | $ | 5,150 | | | $ | 265 | | | $ | (78 | ) | | $ | 5,337 | |
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Equipment sales | — | | | — | | | 1,597 | | | — | | | (149 | ) | | 1,448 | |
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Other revenues | — | | | — | | | 58 | | | 34 | | | (2 | ) | | 90 | |
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Total revenues | — | | | — | | | 6,805 | | | 299 | | | (229 | ) | | 6,875 | |
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Operating expenses | | | | | | | | | | | |
Cost of services, exclusive of depreciation and amortization shown separately below | — | | | — | | | 1,460 | | | 4 | | | — | | | 1,464 | |
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Cost of equipment sales | — | | | — | | | 2,313 | | | 138 | | | (165 | ) | | 2,286 | |
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Selling, general and administrative | — | | | — | | | 2,060 | | | 100 | | | (64 | ) | | 2,096 | |
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Depreciation and amortization | — | | | — | | | 1,035 | | | 20 | | | — | | | 1,055 | |
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Cost of MetroPCS business combination | — | | | — | | | 12 | | | — | | | — | | | 12 | |
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Gain on disposal of spectrum licenses | — | | | — | | | (10 | ) | | — | | | — | | | (10 | ) |
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Total operating expenses | — | | | — | | | 6,870 | | | 262 | | | (229 | ) | | 6,903 | |
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Operating income (loss) | — | | | — | | | (65 | ) | | 37 | | | — | | | (28 | ) |
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Other income (expense) | | | | | | | | | | | |
Interest expense to affiliates | — | | | (18 | ) | | — | | | — | | | — | | | (18 | ) |
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Interest expense | — | | | (214 | ) | | (18 | ) | | (44 | ) | | — | | | (276 | ) |
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Interest income | — | | | — | | | 75 | | | — | | | — | | | 75 | |
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Other income (expense), net | — | | | (8 | ) | | 2 | | | — | | | — | | | (6 | ) |
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Total other income (expense), net | — | | | (240 | ) | | 59 | | | (44 | ) | | — | | | (225 | ) |
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Loss before income taxes | — | | | (240 | ) | | (6 | ) | | (7 | ) | | — | | | (253 | ) |
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Income tax benefit | — | | | — | | | (100 | ) | | (2 | ) | | — | | | (102 | ) |
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Earnings (loss) of subsidiaries | (151 | ) | | 89 | | | (15 | ) | | — | | | 77 | | | — | |
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Net income (loss) | (151 | ) | | (151 | ) | | 79 | | | (5 | ) | | 77 | | | (151 | ) |
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Other comprehensive income (loss), net of tax | | | | | | | | | | | |
Other comprehensive loss, net of tax | (3 | ) | | (3 | ) | | (3 | ) | | — | | | 6 | | | (3 | ) |
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Total comprehensive income (loss) | $ | (154 | ) | | $ | (154 | ) | | $ | 76 | | | $ | (5 | ) | | $ | 83 | | | $ | (154 | ) |
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Condensed Consolidating Statement of Cash Flows Information |
Three Months Ended March 31, 2015 |
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(in millions) | Parent | | Issuer | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating and Eliminating Adjustments | | Consolidated |
Operating activities | | | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | 20 | | | $ | (2,999 | ) | | $ | 3,427 | | | $ | 81 | | | $ | (40 | ) | | $ | 489 | |
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Investing activities | | | | | | | | | | | |
Purchases of property and equipment | — | | | — | | | (982 | ) | | — | | | — | | | (982 | ) |
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Purchases of spectrum licenses and other intangible assets | — | | | — | | | (1,696 | ) | | — | | | — | | | (1,696 | ) |
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Investment in subsidiaries | (1,905 | ) | | — | | | — | | | — | | | 1,905 | | | — | |
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Other, net | — | | | — | | | (14 | ) | | — | | | — | | | (14 | ) |
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Net cash used in investing activities | (1,905 | ) | | — | | | (2,692 | ) | | — | | | 1,905 | | | (2,692 | ) |
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Financing activities | | | | | | | | | | | |
Proceeds from capital contribution | — | | | 1,905 | | | — | | | — | | | (1,905 | ) | | — | |
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Repayments of short-term debt for purchases of inventory, property and equipment, net | — | | | — | | | (63 | ) | | — | | | — | | | (63 | ) |
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Intercompany dividend paid | — | | | — | | | — | | | (40 | ) | | 40 | | | — | |
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Other, net | — | | | — | | | (17 | ) | | — | | | — | | | (17 | ) |
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Net cash provided by (used in) financing activities | — | | | 1,905 | | | (80 | ) | | (40 | ) | | (1,865 | ) | | (80 | ) |
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Change in cash and cash equivalents | (1,885 | ) | | (1,094 | ) | | 655 | | | 41 | | | — | | | (2,283 | ) |
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Cash and cash equivalents | | | | | | | | | | | |
Beginning of period | 2,278 | | | 2,246 | | | 697 | | | 94 | | | — | | | 5,315 | |
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End of period | $ | 393 | | | $ | 1,152 | | | $ | 1,352 | | | $ | 135 | | | $ | — | | | $ | 3,032 | |
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Condensed Consolidating Statement of Cash Flows Information |
Three Months Ended March 31, 2014 |
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(in millions) | Parent | | Issuer | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating and Eliminating Adjustments | | Consolidated |
Operating activities | | | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | 5 | | | $ | (466 | ) | | $ | 1,199 | | | $ | 21 | | | $ | — | | | $ | 759 | |
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Investing activities | | | | | | | | | | | |
Purchases of property and equipment | — | | | — | | | (947 | ) | | — | | | — | | | (947 | ) |
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Other, net | — | | | — | | | (18 | ) | | — | | | — | | | (18 | ) |
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Net cash used in investing activities | — | | | — | | | (965 | ) | | — | | | — | | | (965 | ) |
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Financing activities | | | | | | | | | | | |
Repayments of short-term debt for purchases of property and equipment | — | | | — | | | (226 | ) | | — | | | — | | | (226 | ) |
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Other, net | 14 | | | — | | | (2 | ) | | — | | | — | | | 12 | |
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Net cash provided by (used in) financing activities | 14 | | | — | | | (228 | ) | | — | | | — | | | (214 | ) |
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Change in cash and cash equivalents | 19 | | | (466 | ) | | 6 | | | 21 | | | — | | | (420 | ) |
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Cash and cash equivalents | | | | | | | | | | | |
Beginning of period | 2,960 | | | 2,698 | | | 57 | | | 176 | | | — | | | 5,891 | |
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End of period | $ | 2,979 | | | $ | 2,232 | | | $ | 63 | | | $ | 197 | | | $ | — | | | $ | 5,471 | |
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