Guarantor Financial Information | Note 10 – Guarantor Financial Information Pursuant to the applicable indentures and supplemental indentures, the long-term debt to affiliates and third parties, excluding Senior Secured Term Loans and capital leases, issued by T-Mobile USA (“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”). In January 2017, T-Mobile USA, and certain of its affiliates, as guarantors, borrowed $4.0 billion under the Incremental Term Loan Facility to refinance $1.98 billion of outstanding secured term loans under its Term Loan Credit Agreement dated November 9, 2015, with the remaining net proceeds from the transaction intended to be used to redeem callable high yield debt. In March 2017, T-Mobile USA and certain of its affiliates, as guarantors, (i) issued $500 million in aggregate principal amount of public 4.000% Senior Notes due 2022 , (ii) issued $500 million in aggregate principal amount of public 5.125% Senior Notes due 2025 and (iii) issued $500 million in aggregate principal amount of public 5.375% Senior Notes due 2027 . In April 2017, T-Mobile USA and certain of its affiliates, as guarantors, (i) issued $1.0 billion in aggregate principal amount of 4.000% Senior Notes due 2022, (ii) issued $1.25 billion in aggregate principal amount of 5.125% Senior Notes due 2025 and (iii) issued $750 million in aggregate principal amount of 5.375% Senior Notes due 2027. Additionally, T-Mobile USA and certain of its affiliates, as guarantors, redeemed through net settlement, all of the $1.25 billion outstanding aggregate principal amount of the 6.288% Senior Reset Notes to affiliates due 2019 and $1.25 billion in aggregate principal amount of the 6.366% Senior Reset Notes to affiliates due 2020. In May 2017, T-Mobile USA and certain of its affiliates, as guarantors, (i) issued $2.0 billion in aggregate principal amount of 5.300% Senior Notes due 2021, (ii) issued $1.35 billion in aggregate principal amount of 6.000% Senior Notes due 2024 and (iii) issued $650 million in aggregate principal amount of 6.000% Senior Notes due 2024. See Note 6 - Debt for further information. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The indentures and credit facilities 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 credit facilities, indentures and 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. Presented below is the condensed consolidating financial information as of June 30, 2017 and December 31, 2016 , and for the three and six months ended June 30, 2017 and 2016 . Condensed Consolidating Balance Sheet Information June 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ 43 $ 1 $ 121 $ 16 $ — $ 181 Accounts receivable, net — — 1,485 234 — 1,719 Equipment installment plan receivables, net — — 2,060 — — 2,060 Accounts receivable from affiliates — — 32 — — 32 Inventories — — 1,208 — — 1,208 Other current assets — — 1,010 570 — 1,580 Total current assets 43 1 5,916 820 — 6,780 Property and equipment, net (1) — — 21,083 340 — 21,423 Goodwill — — 1,683 — — 1,683 Spectrum licenses — — 35,060 — — 35,060 Other intangible assets, net — — 296 — — 296 Investments in subsidiaries, net 19,272 37,056 — — (56,328 ) — Intercompany receivables 299 9,367 — — (9,666 ) — Equipment installment plan receivables due after one year, net — — 1,102 — — 1,102 Other assets — 3 507 305 — 815 Total assets $ 19,614 $ 46,427 $ 65,647 $ 1,465 $ (65,994 ) $ 67,159 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ — $ 261 $ 5,705 $ 259 $ — $ 6,225 Payables to affiliates — 119 36 — — 155 Short-term debt — 5 517 — — 522 Short-term debt to affiliates — 680 — — — 680 Deferred revenue — — 851 — — 851 Other current liabilities — — 230 165 — 395 Total current liabilities — 1,065 7,339 424 — 8,828 Long-term debt — 11,915 1,291 — — 13,206 Long-term debt to affiliates — 14,086 — — — 14,086 Tower obligations (1) — — 396 2,210 — 2,606 Deferred tax liabilities — — 5,188 — — 5,188 Deferred rent expense — — 2,660 — — 2,660 Negative carrying value of subsidiaries, net — — 567 — (567 ) — Intercompany payables — — 9,445 221 (9,666 ) — Other long-term liabilities — 89 878 4 — 971 Total long-term liabilities — 26,090 20,425 2,435 (10,233 ) 38,717 Total stockholders' equity (deficit) 19,614 19,272 37,883 (1,394 ) (55,761 ) 19,614 Total liabilities and stockholders' equity $ 19,614 $ 46,427 $ 65,647 $ 1,465 $ (65,994 ) $ 67,159 (1) Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations included in the Annual Report on Form 10-K for the year ended December 31, 2016. Condensed Consolidating Balance Sheet Information December 31, 2016 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ 358 $ 2,733 $ 2,342 $ 67 $ — $ 5,500 Accounts receivable, net — — 1,675 221 — 1,896 Equipment installment plan receivables, net — — 1,930 — — 1,930 Accounts receivable from affiliates — — 40 — — 40 Inventories — — 1,111 — — 1,111 Asset purchase deposit — — 2,203 — — 2,203 Other current assets — — 972 565 — 1,537 Total current assets 358 2,733 10,273 853 — 14,217 Property and equipment, net (1) — — 20,568 375 — 20,943 Goodwill — — 1,683 — — 1,683 Spectrum licenses — — 27,014 — — 27,014 Other intangible assets, net — — 376 — — 376 Investments in subsidiaries, net 17,682 35,095 — — (52,777 ) — Intercompany receivables 196 6,826 — — (7,022 ) — Equipment installment plan receivables due after one year, net — — 984 — — 984 Other assets — 7 600 262 (195 ) 674 Total assets $ 18,236 $ 44,661 $ 61,498 $ 1,490 $ (59,994 ) $ 65,891 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ — $ 423 $ 6,474 $ 255 $ — $ 7,152 Payables to affiliates — 79 46 — — 125 Short-term debt — 20 334 — — 354 Deferred revenue — — 986 — — 986 Other current liabilities — — 258 147 — 405 Total current liabilities — 522 8,098 402 — 9,022 Long-term debt — 20,741 1,091 — — 21,832 Long-term debt to affiliates — 5,600 — — — 5,600 Tower obligations (1) — — 400 2,221 — 2,621 Deferred tax liabilities — — 5,133 — (195 ) 4,938 Deferred rent expense — — 2,616 — — 2,616 Negative carrying value of subsidiaries, net — — 568 — (568 ) — Intercompany payables — — 6,785 237 (7,022 ) — Other long-term liabilities — 116 906 4 — 1,026 Total long-term liabilities — 26,457 17,499 2,462 (7,785 ) 38,633 Total stockholders' equity (deficit) 18,236 17,682 35,901 (1,374 ) (52,209 ) 18,236 Total liabilities and stockholders' equity $ 18,236 $ 44,661 $ 61,498 $ 1,490 $ (59,994 ) $ 65,891 (1) Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations included in the Annual Report on Form 10-K for the year ended December 31, 2016. Condensed Consolidating Statement of Comprehensive Income Information Three Months Ended June 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 7,127 $ 528 $ (210 ) $ 7,445 Equipment revenues — — 2,575 — (69 ) 2,506 Other revenues — — 216 51 (5 ) 262 Total revenues — — 9,918 579 (284 ) 10,213 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,512 6 — 1,518 Cost of equipment sales — — 2,664 251 (69 ) 2,846 Selling, general and administrative — — 2,933 197 (215 ) 2,915 Depreciation and amortization — — 1,501 18 — 1,519 Gains on disposal of spectrum licenses — — (1 ) — — (1 ) Total operating expense — — 8,609 472 (284 ) 8,797 Operating income — — 1,309 107 — 1,416 Other income (expense) Interest expense — (194 ) (23 ) (48 ) — (265 ) Interest expense to affiliates — (132 ) (5 ) — 6 (131 ) Interest income — 8 4 — (6 ) 6 Other expense, net — (91 ) (1 ) — — (92 ) Total other expense, net — (409 ) (25 ) (48 ) — (482 ) Income (loss) before income taxes — (409 ) 1,284 59 — 934 Income tax expense — — (333 ) (20 ) — (353 ) Earnings of subsidiaries 581 990 14 — (1,585 ) — Net income 581 581 965 39 (1,585 ) 581 Dividends on preferred stock (14 ) — — — — (14 ) Net income attributable to common stockholders $ 567 $ 581 $ 965 $ 39 $ (1,585 ) $ 567 Net Income $ 581 $ 581 $ 965 $ 39 $ (1,585 ) $ 581 Other comprehensive income (loss), net of tax Other comprehensive income (loss), net of tax 1 1 1 (1 ) (1 ) 1 Total comprehensive income $ 582 $ 582 $ 966 $ 38 $ (1,586 ) $ 582 Condensed Consolidating Statement of Comprehensive Income Information Three Months Ended June 30, 2016 (in millions) Parent Issuer Guarantor Subsidiaries (As adjusted - See Note 1) Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated (As adjusted - See Note 1) Revenues Service revenues $ — $ — $ 6,574 $ 517 $ (203 ) $ 6,888 Equipment revenues — — 2,298 — (110 ) 2,188 Other revenues — — 167 (1) 49 (5 ) 211 Total revenues — — 9,039 (1) 566 (318 ) 9,287 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,423 6 — 1,429 Cost of equipment sales — — 2,477 251 (109 ) 2,619 Selling, general and administrative — — 2,764 217 (209 ) 2,772 Depreciation and amortization — — 1,555 20 — 1,575 Cost of MetroPCS business combination — — 59 — — 59 Total operating expense — — 8,278 494 (318 ) 8,454 Operating income — — 761 (1) 72 — 833 Other income (expense) Interest expense — (304 ) (18 ) (46 ) — (368 ) Interest expense to affiliates — (93 ) — — — (93 ) Interest income — 8 (5 ) (1) — — 3 Other expense, net — — (3 ) — — (3 ) Total other expense, net — (389 ) (26 ) (1) (46 ) — (461 ) Income (loss) before income taxes — (389 ) 735 26 — 372 Income tax expense — — (138 ) (9 ) — (147 ) Earnings (loss) of subsidiaries 225 614 (1 ) — (838 ) — Net income 225 225 596 17 (838 ) 225 Dividends on preferred stock (14 ) — — — — (14 ) Net income attributable to common stockholders $ 211 $ 225 $ 596 $ 17 $ (838 ) $ 211 Net Income $ 225 $ 225 $ 596 $ 17 $ (838 ) $ 225 Other comprehensive income, net of tax Other comprehensive income, net of tax 3 3 3 — (6 ) 3 Total comprehensive income $ 228 $ 228 $ 599 $ 17 $ (844 ) $ 228 (1) The amortized imputed discount on EIP receivables previously recognized as Interest income has been retrospectively reclassified as Other revenues. See Note 1 - Basis of Presentation for further detail. Condensed Consolidating Statement of Comprehensive Income Information Six Months Ended June 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 14,145 $ 1,053 $ (424 ) $ 14,774 Equipment revenues — — 4,718 — (169 ) 4,549 Other revenues — — 410 103 (10 ) 503 Total revenues — — 19,273 1,156 (603 ) 19,826 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 2,914 12 — 2,926 Cost of equipment sales — — 5,204 497 (169 ) 5,532 Selling, general and administrative — — 5,861 443 (434 ) 5,870 Depreciation and amortization — — 3,047 36 — 3,083 Cost of MetroPCS business combination — — — — — — Gains on disposal of spectrum licenses — — (38 ) — — (38 ) Total operating expenses — — 16,988 988 (603 ) 17,373 Operating income — — 2,285 168 — 2,453 Other income (expense) Interest expense — (458 ) (50 ) (96 ) — (604 ) Interest expense to affiliates — (231 ) (12 ) — 12 (231 ) Interest income — 17 8 — (12 ) 13 Other expense, net — (88 ) (2 ) — — (90 ) Total other expense, net — (760 ) (56 ) (96 ) — (912 ) Income (loss) before income taxes — (760 ) 2,229 72 — 1,541 Income tax expense — — (237 ) (25 ) — (262 ) Earnings (loss) of subsidiaries 1,279 2,039 (17 ) — (3,301 ) — Net income 1,279 1,279 1,975 47 (3,301 ) 1,279 Dividends on preferred stock (28 ) — — — — (28 ) Net income attributable to common stockholders $ 1,251 $ 1,279 $ 1,975 $ 47 $ (3,301 ) $ 1,251 Net Income $ 1,279 $ 1,279 $ 1,975 $ 47 $ (3,301 ) $ 1,279 Other comprehensive income, net of tax Other comprehensive income, net of tax 2 2 2 — (4 ) 2 Total comprehensive income $ 1,281 $ 1,281 $ 1,977 $ 47 $ (3,305 ) $ 1,281 Condensed Consolidating Statement of Comprehensive Income Information Six Months Ended June 30, 2016 (in millions) Parent Issuer Guarantor Subsidiaries (As adjusted - See Note 1) Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated (As adjusted - See Note 1) Revenues Service revenues $ — $ — $ 12,861 $ 980 $ (375 ) $ 13,466 Equipment revenues — — 4,279 — (240 ) 4,039 Other revenues — — 358 (1) 97 (9 ) 446 Total revenues — — 17,498 (1) 1,077 (624 ) 17,951 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 2,838 12 — 2,850 Cost of equipment sales — — 4,764 468 (239 ) 4,993 Selling, general and administrative — — 5,488 418 (385 ) 5,521 Depreciation and amortization — — 3,087 40 — 3,127 Cost of MetroPCS business combination — — 95 — — 95 Gains on disposal of spectrum licenses — — (636 ) — — (636 ) Total operating expenses — — 15,636 938 (624 ) 15,950 Operating income — — 1,862 (1) 139 — 2,001 Other income (expense) Interest expense — (578 ) (35 ) (94 ) — (707 ) Interest expense to affiliates — (172 ) — — — (172 ) Interest income — 16 (10 ) (1) — — 6 Other expense, net — — (5 ) — — (5 ) Total other expense, net — (734 ) (50 ) (1) (94 ) — (878 ) Income (loss) before income taxes — (734 ) 1,812 45 — 1,123 Income tax expense — — (401 ) (18 ) — (419 ) Earnings (loss) of subsidiaries 704 1,438 (11 ) — (2,131 ) — Net income 704 704 1,400 27 (2,131 ) 704 Dividends on preferred stock (28 ) — — — — (28 ) Net income attributable to common stockholders $ 676 $ 704 $ 1,400 $ 27 $ (2,131 ) $ 676 Net income $ 704 $ 704 $ 1,400 $ 27 $ (2,131 ) $ 704 Other comprehensive income, net of tax Other comprehensive income, net of tax — — — — — — Total comprehensive income $ 704 $ 704 $ 1,400 $ 27 $ (2,131 ) $ 704 (1) The amortized imputed discount on EIP receivables previously recognized as Interest income has been retrospectively reclassified as Other revenues. See Note 1 - Basis of Presentation for further detail. Condensed Consolidating Statement of Cash Flows Information Three Months Ended June 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Operating activities Net cash provided by (used in) operating activities $ 1 $ (9,785 ) $ 11,663 $ 30 $ (80 ) $ 1,829 Investing activities Purchases of property and equipment — — (1,347 ) — — (1,347 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (5,791 ) — — (5,791 ) Equity investment in subsidiary (308 ) — — — 308 — Other, net — — 5 — — 5 Net cash used in investing activities (308 ) — (7,133 ) — 308 (7,133 ) Financing activities Proceeds from issuance of long-term debt — 4,485 — — — 4,485 Proceeds from borrowing on revolving credit facility, net — 1,855 — — — 1,855 Repayments of revolving credit facility — — (1,175 ) — — (1,175 ) Repayments of capital lease obligations — — (119 ) — — (119 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (292 ) — — (292 ) Repayments of long-term debt — — (6,750 ) — — (6,750 ) Equity investment from parent — 308 — — (308 ) — Tax withholdings on share-based awards — — (3 ) — — (3 ) Intercompany dividend paid — — — (80 ) 80 — Dividends on preferred stock (14 ) — — — — (14 ) Other, net 4 — (7 ) — — (3 ) Net cash (used in) provided by financing activities (10 ) 6,648 (8,346 ) (80 ) (228 ) (2,016 ) Change in cash and cash equivalents (317 ) (3,137 ) (3,816 ) (50 ) — (7,320 ) Cash and cash equivalents Beginning of period 360 3,138 3,937 66 — 7,501 End of period $ 43 $ 1 $ 121 $ 16 $ — $ 181 Condensed Consolidating Statement of Cash Flows Information Three Months Ended June 30, 2016 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Operating activities Net cash provided by (used in) operating activities $ 3 $ (1,783 ) $ 3,612 $ 11 $ (75 ) $ 1,768 Investing activities Purchases of property and equipment — — (1,349 ) — — (1,349 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (2,245 ) — — (2,245 ) Sales of short-term investments — 2,000 923 — — 2,923 Other, net — — 4 — — 4 Net cash provided by (used in) investing activities — 2,000 (2,667 ) — — (667 ) Financing activities Proceeds from issuance of long-term debt — 997 — — — 997 Repayments of capital lease obligations — — (43 ) — — (43 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (150 ) — — (150 ) Repayments of long-term debt — — (5 ) — — (5 ) Tax withholdings on share-based awards — — (3 ) — — (3 ) Intercompany dividend paid — — — (75 ) 75 — Dividends on preferred stock (14 ) — — — — (14 ) Other, net 13 — (5 ) — — 8 Net cash (used in) provided by financing activities (1 ) 997 (206 ) (75 ) 75 790 Change in cash and cash equivalents 2 1,214 739 (64 ) — 1,891 Cash and cash equivalents Beginning of period 365 1,469 1,700 113 — 3,647 End of period $ 367 $ 2,683 $ 2,439 $ 49 $ — $ 5,538 Condensed Consolidating Statement of Cash Flows Information Six Months Ended June 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Operating activities Net cash provided by (used in) operating activities $ 2 $ (14,875 ) $ 18,466 $ 29 $ (80 ) $ 3,542 Investing activities Purchases of property and equipment — — (2,875 ) — — (2,875 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (5,805 ) — — (5,805 ) Equity investment in subsidiary (308 ) — — — 308 — Other, net — — (3 ) — — (3 ) Net cash used in investing activities (308 ) — (8,683 ) — 308 (8,683 ) Financing activities Proceeds from issuance of long-term debt — 9,980 — — — 9,980 Proceeds from borrowing on revolving credit facility, net — 1,855 — — — 1,855 Repayments of revolving credit facility — — (1,175 ) — — (1,175 ) Repayments of capital lease obligations — — (209 ) — — (209 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (292 ) — — (292 ) Repayments of long-term debt — — (10,230 ) — — (10,230 ) Equity investment from parent — 308 — — (308 ) — Tax withholdings on share-based awards — — (95 ) — — (95 ) Intercompany dividend paid — — — (80 ) 80 — Dividends on preferred stock (28 ) — — — — (28 ) Other, net 19 — (3 ) — — 16 Net cash (used in) provided by financing activities (9 ) 12,143 (12,004 ) (80 ) (228 ) (178 ) Change in cash and cash equivalents (315 ) (2,732 ) (2,221 ) (51 ) — (5,319 ) Cash and cash equivalents Beginning of period 358 2,733 2,342 67 — 5,500 End of period $ 43 $ 1 $ 121 $ 16 $ — $ 181 Condensed Consolidating Statement of Cash Flows Information Six Months Ended June 30, 2016 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Operating activities Net cash provided by (used in) operating activities $ 3 $ (2,081 ) $ 4,895 $ 51 $ (75 ) $ 2,793 Investing activities Purchases of property and equipment — — (2,684 ) — — (2,684 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (2,839 ) — — (2,839 ) Sales of short-term investments — 2,000 998 — — 2,998 Other, net — — (2 ) — — (2 ) Net cash provided by (used in) investing activities — 2,000 (4,527 ) — — (2,527 ) Financing activities Proceeds from issuance of long-term debt — 997 — — — 997 Repayments of capital lease obligations — — (79 ) — — (79 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (150 ) — — (150 ) Repayments of long-term debt — — (10 ) — — (10 ) Tax withholdings on share-based awards — — (49 ) — — (49 ) Intercompany dividend paid — — — (75 ) 75 — Dividends on preferred stock (28 ) — — — — (28 ) Other, net 14 — (5 ) — — 9 Net cash (used in) provided by financing activities (14 ) 997 (293 ) (75 ) 75 690 Change in cash and cash equivalents (11 ) 916 75 (24 ) — 956 Cash and cash equivalents Beginning of period 378 1,767 2,364 73 — 4,582 End of period $ 367 $ 2,683 $ 2,439 $ 49 $ — $ 5,538 |