Guarantor Financial Information | Note 11 – 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, 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 . In September 2017, T-Mobile USA and certain of its affiliates, as guarantors, issued the remaining $500 million in aggregate principal amount of 5.375% Senior Notes due 2027 . See Note 7 - 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 September 30, 2017 and December 31, 2016 , and for the three and nine months ended September 30, 2017 and 2016 . Condensed Consolidating Balance Sheet Information September 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ 29 $ 2 $ 678 $ 30 $ — $ 739 Accounts receivable, net — — 1,504 230 — 1,734 Equipment installment plan receivables, net — — 2,136 — — 2,136 Accounts receivable from affiliates — 6 24 — (6 ) 24 Inventories — — 999 — — 999 Other current assets — — 1,241 576 — 1,817 Total current assets 29 8 6,582 836 (6 ) 7,449 Property and equipment, net (1) — — 21,248 322 — 21,570 Goodwill — — 1,683 — — 1,683 Spectrum licenses — — 35,007 — — 35,007 Other intangible assets, net — — 256 — — 256 Investments in subsidiaries, net 19,823 37,943 — — (57,766 ) — Intercompany receivables and note receivables 425 8,903 — — (9,328 ) — Equipment installment plan receivables due after one year, net — — 1,100 — — 1,100 Other assets — 3 778 292 (215 ) 858 Total assets $ 20,277 $ 46,857 $ 66,654 $ 1,450 $ (67,315 ) $ 67,923 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ — $ 201 $ 5,626 $ 244 $ — $ 6,071 Payables to affiliates — 250 38 — — 288 Short-term debt — 3 555 — — 558 Short-term debt to affiliates — — 6 — (6 ) — Deferred revenue — — 790 — — 790 Other current liabilities — — 219 177 — 396 Total current liabilities — 454 7,234 421 (6 ) 8,103 Long-term debt — 11,913 1,250 — — 13,163 Long-term debt to affiliates — 14,586 — — — 14,586 Tower obligations (1) — — 395 2,204 — 2,599 Deferred tax liabilities — — 5,750 — (215 ) 5,535 Deferred rent expense — — 2,693 — — 2,693 Negative carrying value of subsidiaries, net — — 596 — (596 ) — Intercompany payables and debt — — 9,119 209 (9,328 ) — Other long-term liabilities — 81 884 2 — 967 Total long-term liabilities — 26,580 20,687 2,415 (10,139 ) 39,543 Total stockholders' equity (deficit) 20,277 19,823 38,733 (1,386 ) (57,170 ) 20,277 Total liabilities and stockholders' equity $ 20,277 $ 46,857 $ 66,654 $ 1,450 $ (67,315 ) $ 67,923 (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 and note 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 and debt — — 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 September 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 7,312 $ 527 $ (210 ) $ 7,629 Equipment revenues — — 2,160 — (42 ) 2,118 Other revenues — — 224 55 (7 ) 272 Total revenues — — 9,696 582 (259 ) 10,019 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,588 6 — 1,594 Cost of equipment sales — — 2,418 241 (42 ) 2,617 Selling, general and administrative — — 3,106 209 (217 ) 3,098 Depreciation and amortization — — 1,399 17 — 1,416 Gains on disposal of spectrum licenses — — (29 ) — — (29 ) Total operating expense — — 8,482 473 (259 ) 8,696 Operating income — — 1,214 109 — 1,323 Other income (expense) Interest expense — (176 ) (30 ) (47 ) — (253 ) Interest expense to affiliates — (167 ) (6 ) — 6 (167 ) Interest income — 7 1 — (6 ) 2 Other expense, net — 1 1 (1 ) — 1 Total other expense, net — (335 ) (34 ) (48 ) — (417 ) Income (loss) before income taxes — (335 ) 1,180 61 — 906 Income tax expense — — (335 ) (21 ) — (356 ) Earnings of subsidiaries 550 885 — — (1,435 ) — Net income 550 550 845 40 (1,435 ) 550 Dividends on preferred stock (13 ) — — — — (13 ) Net income attributable to common stockholders $ 537 $ 550 $ 845 $ 40 $ (1,435 ) $ 537 Net Income $ 550 $ 550 $ 845 $ 40 $ (1,435 ) $ 550 Other comprehensive income (loss), net of tax Other comprehensive income (loss), net of tax 1 1 1 — (2 ) 1 Total comprehensive income $ 551 $ 551 $ 846 $ 40 $ (1,437 ) $ 551 Condensed Consolidating Statement of Comprehensive Income Information Three Months Ended September 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 $ — $ — $ 6,822 $ 520 $ (209 ) $ 7,133 Equipment revenues — — 2,049 — (101 ) 1,948 Other revenues — — 180 (1) 48 (4 ) 224 Total revenues — — 9,051 (1) 568 (314 ) 9,305 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,430 6 — 1,436 Cost of equipment sales — — 2,340 300 (101 ) 2,539 Selling, general and administrative — — 2,884 227 (213 ) 2,898 Depreciation and amortization — — 1,549 19 — 1,568 Cost of MetroPCS business combination — — 15 — — 15 Gains on disposal of spectrum licenses — — (199 ) — — (199 ) Total operating expense — — 8,019 552 (314 ) 8,257 Operating income — — 1,032 (1) 16 — 1,048 Other income (expense) Interest expense — (303 ) (26 ) (47 ) — (376 ) Interest expense to affiliates — (76 ) — — — (76 ) Interest income — 7 (4 ) (1) — — 3 Other expense, net — — (1 ) — — (1 ) Total other expense, net — (372 ) (31 ) (1) (47 ) — (450 ) Income (loss) before income taxes — (372 ) 1,001 (31 ) — 598 Income tax (expense) benefit — — (242 ) 10 — (232 ) Earnings (loss) of subsidiaries 366 738 (4 ) — (1,100 ) — Net income (loss) 366 366 755 (21 ) (1,100 ) 366 Dividends on preferred stock (13 ) — — — — (13 ) Net income attributable to common stockholders $ 353 $ 366 $ 755 $ (21 ) $ (1,100 ) $ 353 Net Income (loss) $ 366 $ 366 $ 755 $ (21 ) $ (1,100 ) $ 366 Other comprehensive income, net of tax Other comprehensive income, net of tax 2 2 2 2 (6 ) 2 Total comprehensive income (loss) $ 368 $ 368 $ 757 $ (19 ) $ (1,106 ) $ 368 (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 Nine Months Ended September 30, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 21,457 $ 1,580 $ (634 ) $ 22,403 Equipment revenues — — 6,878 — (211 ) 6,667 Other revenues — — 634 158 (17 ) 775 Total revenues — — 28,969 1,738 (862 ) 29,845 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 4,502 18 — 4,520 Cost of equipment sales — — 7,622 738 (211 ) 8,149 Selling, general and administrative — — 8,967 652 (651 ) 8,968 Depreciation and amortization — — 4,446 53 — 4,499 Gains on disposal of spectrum licenses — — (67 ) — — (67 ) Total operating expenses — — 25,470 1,461 (862 ) 26,069 Operating income — — 3,499 277 — 3,776 Other income (expense) Interest expense — (634 ) (80 ) (143 ) — (857 ) Interest expense to affiliates — (398 ) (18 ) — 18 (398 ) Interest income — 24 9 — (18 ) 15 Other expense, net — (87 ) (1 ) (1 ) — (89 ) Total other expense, net — (1,095 ) (90 ) (144 ) — (1,329 ) Income (loss) before income taxes — (1,095 ) 3,409 133 — 2,447 Income tax expense — — (572 ) (46 ) — (618 ) Earnings (loss) of subsidiaries 1,829 2,924 (17 ) — (4,736 ) — Net income 1,829 1,829 2,820 87 (4,736 ) 1,829 Dividends on preferred stock (41 ) — — — — (41 ) Net income attributable to common stockholders $ 1,788 $ 1,829 $ 2,820 $ 87 $ (4,736 ) $ 1,788 Net Income $ 1,829 $ 1,829 $ 2,820 $ 87 $ (4,736 ) $ 1,829 Other comprehensive income, net of tax Other comprehensive income, net of tax 3 3 3 — (6 ) 3 Total comprehensive income $ 1,832 $ 1,832 $ 2,823 $ 87 $ (4,742 ) $ 1,832 Condensed Consolidating Statement of Comprehensive Income Information Nine Months Ended September 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 $ — $ — $ 19,683 $ 1,500 $ (584 ) $ 20,599 Equipment revenues — — 6,328 — (341 ) 5,987 Other revenues — — 538 (1) 145 (13 ) 670 Total revenues — — 26,549 (1) 1,645 (938 ) 27,256 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 4,268 18 — 4,286 Cost of equipment sales — — 7,104 768 (340 ) 7,532 Selling, general and administrative — — 8,372 645 (598 ) 8,419 Depreciation and amortization — — 4,636 59 — 4,695 Cost of MetroPCS business combination — — 110 — — 110 Gains on disposal of spectrum licenses — — (835 ) — — (835 ) Total operating expenses — — 23,655 1,490 (938 ) 24,207 Operating income — — 2,894 (1) 155 — 3,049 Other income (expense) Interest expense — (881 ) (61 ) (141 ) — (1,083 ) Interest expense to affiliates — (248 ) — — — (248 ) Interest income — 23 (14 ) (1) — — 9 Other expense, net — — (6 ) — — (6 ) Total other expense, net — (1,106 ) (81 ) (1) (141 ) — (1,328 ) Income (loss) before income taxes — (1,106 ) 2,813 14 — 1,721 Income tax expense — — (643 ) (8 ) — (651 ) Earnings (loss) of subsidiaries 1,070 2,176 (15 ) — (3,231 ) — Net income 1,070 1,070 2,155 6 (3,231 ) 1,070 Dividends on preferred stock (41 ) — — — — (41 ) Net income attributable to common stockholders $ 1,029 $ 1,070 $ 2,155 $ 6 $ (3,231 ) $ 1,029 Net income $ 1,070 $ 1,070 $ 2,155 $ 6 $ (3,231 ) $ 1,070 Other comprehensive income, net of tax Other comprehensive income, net of tax 2 2 2 2 (6 ) 2 Total comprehensive income $ 1,072 $ 1,072 $ 2,157 $ 8 $ (3,237 ) $ 1,072 (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 September 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 ) $ (1,554 ) $ 3,904 $ 14 $ — $ 2,362 Investing activities Purchases of property and equipment — — (1,441 ) — — (1,441 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (15 ) — — (15 ) Other, net — — 1 — — 1 Net cash used in investing activities — — (1,455 ) — — (1,455 ) Financing activities Proceeds from issuance of long-term debt — 500 — — — 500 Proceeds from borrowing on revolving credit facility, net — 1,055 — — — 1,055 Repayments of revolving credit facility — — (1,735 ) — — (1,735 ) Repayments of capital lease obligations — — (141 ) — — (141 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (4 ) — — (4 ) Tax withholdings on share-based awards — — (6 ) — — (6 ) Dividends on preferred stock (13 ) — — — — (13 ) Other, net 1 — (6 ) — — (5 ) Net cash (used in) provided by financing activities (12 ) 1,555 (1,892 ) — — (349 ) Change in cash and cash equivalents (14 ) 1 557 14 — 558 Cash and cash equivalents Beginning of period 43 1 121 16 — 181 End of period $ 29 $ 2 $ 678 $ 30 $ — $ 739 Condensed Consolidating Statement of Cash Flows Information Three Months Ended September 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 $ 1 $ (84 ) $ 1,850 $ 8 $ (35 ) $ 1,740 Investing activities Purchases of property and equipment — — (1,159 ) — — (1,159 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (705 ) — — (705 ) Other, net — — 5 — — 5 Net cash used in investing activities — — (1,859 ) — — (1,859 ) Financing activities Repayments of capital lease obligations — — (54 ) — — (54 ) Repayments of long-term debt — — (5 ) — — (5 ) Tax withholdings on share-based awards — — (3 ) — — (3 ) Intercompany dividend paid — — — (35 ) 35 — Dividends on preferred stock (13 ) — — — — (13 ) Other, net 11 — (3 ) — — 8 Net cash used in financing activities (2 ) — (65 ) (35 ) 35 (67 ) Change in cash and cash equivalents (1 ) (84 ) (74 ) (27 ) — (186 ) Cash and cash equivalents Beginning of period 367 2,683 2,439 49 — 5,538 End of period $ 366 $ 2,599 $ 2,365 $ 22 $ — $ 5,352 Condensed Consolidating Statement of Cash Flows Information Nine Months Ended September 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 $ — $ (16,429 ) $ 22,370 $ 43 $ (80 ) $ 5,904 Investing activities Purchases of property and equipment — — (4,316 ) — — (4,316 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (5,820 ) — — (5,820 ) Equity investment in subsidiary (308 ) — — — 308 — Other, net — — (2 ) — — (2 ) Net cash used in investing activities (308 ) — (10,138 ) — 308 (10,138 ) Financing activities Proceeds from issuance of long-term debt — 10,480 — — — 10,480 Proceeds from borrowing on revolving credit facility, net — 2,910 — — — 2,910 Repayments of revolving credit facility — — (2,910 ) — — (2,910 ) Repayments of capital lease obligations — — (350 ) — — (350 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (296 ) — — (296 ) Repayments of long-term debt — — (10,230 ) — — (10,230 ) Equity investment from parent — 308 — — (308 ) — Tax withholdings on share-based awards — — (101 ) — — (101 ) Intercompany dividend paid — — — (80 ) 80 — Dividends on preferred stock (41 ) — — — — (41 ) Other, net 20 — (9 ) — — 11 Net cash (used in) provided by financing activities (21 ) 13,698 (13,896 ) (80 ) (228 ) (527 ) Change in cash and cash equivalents (329 ) (2,731 ) (1,664 ) (37 ) — (4,761 ) Cash and cash equivalents Beginning of period 358 2,733 2,342 67 — 5,500 End of period $ 29 $ 2 $ 678 $ 30 $ — $ 739 Condensed Consolidating Statement of Cash Flows Information Nine Months Ended September 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 $ 4 $ (2,165 ) $ 6,745 $ 59 $ (110 ) $ 4,533 Investing activities Purchases of property and equipment — — (3,843 ) — — (3,843 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (3,544 ) — — (3,544 ) Sales of short-term investments — 2,000 998 — — 2,998 Other, net — — 3 — — 3 Net cash provided by (used in) investing activities — 2,000 (6,386 ) — — (4,386 ) Financing activities Proceeds from issuance of long-term debt — 997 — — — 997 Repayments of capital lease obligations — — (133 ) — — (133 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (150 ) — — (150 ) Repayments of long-term debt — — (15 ) — — (15 ) Tax withholdings on share-based awards — — (52 ) — — (52 ) Intercompany dividend paid — — — (110 ) 110 — Dividends on preferred stock (41 ) — — — — (41 ) Other, net 25 — (8 ) — — 17 Net cash (used in) provided by financing activities (16 ) 997 (358 ) (110 ) 110 623 Change in cash and cash equivalents (12 ) 832 1 (51 ) — 770 Cash and cash equivalents Beginning of period 378 1,767 2,364 73 — 4,582 End of period $ 366 $ 2,599 $ 2,365 $ 22 $ — $ 5,352 |