Guarantor Financial Information | Note 16 – 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. During the preparation of the condensed consolidating financial information of T-Mobile US, Inc. and Subsidiaries for the year ended December 31, 2017 , it was determined that certain intercompany advances were misclassified in Net cash provided by (used in) operating activities and Net cash (used in) provided by financing activities in the Condensed Consolidating Statement of Cash Flows Information for the years ended December 31, 2016 and 2015, as filed in our 2016 Form 10-K. We have revised the Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns of the Condensed Consolidating Statement of Cash Flows Information to reclassify Intercompany advances, net from Net cash provided by (used in) operating activities to Net cash (used in) provided by financing activities. The impacts to the Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns for the year ended December 31, 2016 were $696 million , $625 million and $71 million , respectively. The impacts to the Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns for the year ended December 31, 2015 were $3.4 billion , $3.3 billion and $69 million , respectively. The revisions, which we have determined are not material, are eliminated upon consolidation and have no impact on our consolidated cash flows. Presented below is the condensed consolidating financial information as of December 31, 2017 and December 31, 2016 , and for the years ended December 31, 2017 , 2016 , and 2015 . Condensed Consolidating Balance Sheet Information December 31, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ 74 $ 1 $ 1,086 $ 58 $ — $ 1,219 Accounts receivable, net — — 1,659 256 — 1,915 Equipment installment plan receivables, net — — 2,290 — — 2,290 Accounts receivable from affiliates — — 22 — — 22 Inventories — — 1,566 — — 1,566 Other current assets — — 1,275 628 — 1,903 Total current assets 74 1 7,898 942 — 8,915 Property and equipment, net (1) — — 21,890 306 — 22,196 Goodwill — — 1,683 — — 1,683 Spectrum licenses — — 35,366 — — 35,366 Other intangible assets, net — — 217 — — 217 Investments in subsidiaries, net 22,534 40,988 — — (63,522 ) — Intercompany receivables and note receivables — 8,503 — — (8,503 ) — Equipment installment plan receivables due after one year, net — — 1,274 — — 1,274 Other assets — 2 814 236 (140 ) 912 Total assets $ 22,608 $ 49,494 $ 69,142 $ 1,484 $ (72,165 ) $ 70,563 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ — $ 253 $ 8,014 $ 261 $ — $ 8,528 Payables to affiliates — 146 36 — — 182 Short-term debt — 999 613 — — 1,612 Deferred revenue — — 779 — — 779 Other current liabilities 17 — 192 205 — 414 Total current liabilities 17 1,398 9,634 466 — 11,515 Long-term debt — 10,911 1,210 — — 12,121 Long-term debt to affiliates — 14,586 — — — 14,586 Tower obligations (1) — — 392 2,198 — 2,590 Deferred tax liabilities — — 3,677 — (140 ) 3,537 Deferred rent expense — — 2,720 — — 2,720 Negative carrying value of subsidiaries, net — — 629 — (629 ) — Intercompany payables and debt 32 — 8,201 270 (8,503 ) — Other long-term liabilities — 65 866 4 — 935 Total long-term liabilities 32 25,562 17,695 2,472 (9,272 ) 36,489 Total stockholders' equity (deficit) 22,559 22,534 41,813 (1,454 ) (62,893 ) 22,559 Total liabilities and stockholders' equity $ 22,608 $ 49,494 $ 69,142 $ 1,484 $ (72,165 ) $ 70,563 (1) Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 8 – Tower Obligations for further information. 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 for further information. Condensed Consolidating Statement of Comprehensive Income Information Year Ended December 31, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 28,894 $ 2,113 $ (847 ) $ 30,160 Equipment revenues — — 9,620 — (245 ) 9,375 Other revenues — 3 879 212 (25 ) 1,069 Total revenues — 3 39,393 2,325 (1,117 ) 40,604 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 6,076 24 — 6,100 Cost of equipment sales — — 10,849 1,003 (244 ) 11,608 Selling, general and administrative — — 12,276 856 (873 ) 12,259 Depreciation and amortization — — 5,914 70 — 5,984 Gains on disposal of spectrum licenses — — (235 ) — — (235 ) Total operating expense — — 34,880 1,953 (1,117 ) 35,716 Operating income — 3 4,513 372 — 4,888 Other income (expense) Interest expense — (811 ) (109 ) (191 ) — (1,111 ) Interest expense to affiliates — (560 ) (23 ) — 23 (560 ) Interest income 1 29 10 — (23 ) 17 Other (expense) income, net — (88 ) 16 (1 ) — (73 ) Total other income (expense), net 1 (1,430 ) (106 ) (192 ) — (1,727 ) Income (loss) before income taxes 1 (1,427 ) 4,407 180 — 3,161 Income tax benefit (expense) — — 1,527 (152 ) — 1,375 Earnings (loss) of subsidiaries 4,535 5,962 (57 ) — (10,440 ) — Net income 4,536 4,535 5,877 28 (10,440 ) 4,536 Dividends on preferred stock (55 ) — — — — (55 ) Net income attributable to common stockholders $ 4,481 $ 4,535 $ 5,877 $ 28 $ (10,440 ) $ 4,481 Net Income $ 4,536 $ 4,535 $ 5,877 $ 28 $ (10,440 ) $ 4,536 Other comprehensive income, net of tax Other comprehensive income, net of tax 7 7 7 — (14 ) 7 Total comprehensive income $ 4,543 $ 4,542 $ 5,884 $ 28 $ (10,454 ) $ 4,543 Condensed Consolidating Statement of Comprehensive Income Information Year Ended December 31, 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 $ — $ — $ 26,613 $ 2,023 $ (792 ) $ 27,844 Equipment revenues — — 9,145 — (418 ) 8,727 Other revenues — 3 739 (1) 195 (18 ) 919 Total revenues — 3 36,497 (1) 2,218 (1,228 ) 37,490 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 5,707 24 — 5,731 Cost of equipment sales — — 10,209 1,027 (417 ) 10,819 Selling, general and administrative — — 11,321 868 (811 ) 11,378 Depreciation and amortization — — 6,165 78 — 6,243 Cost of MetroPCS business combination — — 104 — — 104 Gains on disposal of spectrum licenses — — (835 ) — — (835 ) Total operating expenses — — 32,671 1,997 (1,228 ) 33,440 Operating income — 3 3,826 (1) 221 — 4,050 Other income (expense) Interest expense — (1,147 ) (82 ) (189 ) — (1,418 ) Interest expense to affiliates — (312 ) — — — (312 ) Interest income (expense) — 31 (18 ) (1) — — 13 Other income (expense), net — 2 (8 ) — — (6 ) Total other expense, net — (1,426 ) (108 ) (1) (189 ) — (1,723 ) Income (loss) before income taxes — (1,423 ) 3,718 32 — 2,327 Income tax expense — — (857 ) (10 ) — (867 ) Earnings (loss) of subsidiaries 1,460 2,883 (17 ) — (4,326 ) — Net income 1,460 1,460 2,844 22 (4,326 ) 1,460 Dividends on preferred stock (55 ) — — — — (55 ) Net income attributable to common stockholders $ 1,405 $ 1,460 $ 2,844 $ 22 $ (4,326 ) $ 1,405 Net income $ 1,460 $ 1,460 $ 2,844 $ 22 $ (4,326 ) $ 1,460 Other comprehensive income, net of tax Other comprehensive income, net of tax 2 2 2 2 (6 ) 2 Total comprehensive income $ 1,462 $ 1,462 $ 2,846 $ 24 $ (4,332 ) $ 1,462 (1) The amortized imputed discount on EIP receivables previously recognized as Interest income has been retrospectively reclassified as Other revenues. See Note 1 - Summary of Significant Accounting Policies for further information. Condensed Consolidating Statement of Comprehensive Income Information Year Ended December 31, 2015 (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 $ — $ — $ 23,748 $ 1,669 $ (596 ) $ 24,821 Equipment revenues — — 7,148 — (430 ) 6,718 Other revenues — 1 770 (1) 171 (14 ) 928 Total revenues — 1 31,666 (1) 1,840 (1,040 ) 32,467 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 5,530 24 — 5,554 Cost of equipment sales — — 9,055 720 (431 ) 9,344 Selling, general and administrative — — 10,065 733 (609 ) 10,189 Depreciation and amortization — — 4,605 83 — 4,688 Cost of MetroPCS business combination — — 376 — — 376 Gains on disposal of spectrum licenses — — (163 ) — — (163 ) Total operating expenses — — 29,468 1,560 (1,040 ) 29,988 Operating income — 1 2,198 (1) 280 — 2,479 Other income (expense) Interest expense — (847 ) (50 ) (188 ) — (1,085 ) Interest expense to affiliates — (411 ) — — — (411 ) Interest income — 2 4 (1) — — 6 Other expense, net — (10 ) — (1 ) — (11 ) Total other expense, net — (1,266 ) (46 ) (1) (189 ) — (1,501 ) Income (loss) before income taxes — (1,265 ) 2,152 91 — 978 Income tax expense — — (214 ) (31 ) — (245 ) Earnings (loss) of subsidiaries 733 1,998 (48 ) — (2,683 ) — Net income 733 733 1,890 60 (2,683 ) 733 Dividends on preferred stock (55 ) — — — — (55 ) Net income attributable to common stockholders $ 678 $ 733 $ 1,890 $ 60 $ (2,683 ) $ 678 Net income $ 733 $ 733 $ 1,890 $ 60 $ (2,683 ) $ 733 Other comprehensive loss, net of tax Other comprehensive loss, net of tax (2 ) (2 ) (2 ) — 4 (2 ) Total comprehensive income $ 731 $ 731 $ 1,888 $ 60 $ (2,679 ) $ 731 (1) The amortized imputed discount on EIP receivables previously recognized as Interest income has been retrospectively reclassified as Other revenues. See Note 1 - Summary of Significant Accounting Policies for further information. Condensed Consolidating Statement of Cash Flows Information Year Ended December 31, 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 $ (1,613 ) $ 9,616 $ 58 $ (100 ) $ 7,962 Investing activities Purchases of property and equipment — — (5,237 ) — — (5,237 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (5,828 ) — — (5,828 ) Equity investment in subsidiary (308 ) — — — 308 — Other, net — — 1 — — 1 Net cash used in investing activities (308 ) — (11,064 ) — 308 (11,064 ) 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 — — (486 ) — — (486 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (300 ) — — (300 ) Repayments of long-term debt — — (10,230 ) — — (10,230 ) Proceeds from exercise of stock options 21 — — — — 21 Repurchases of common shares (427 ) — — — — (427 ) Intercompany advances, net 484 (14,817 ) 14,300 33 — — Equity investment from parent — 308 — — (308 ) — Tax withholdings on share-based awards — — (166 ) — — (166 ) Intercompany dividend paid — — — (100 ) 100 — Dividends on preferred stock (55 ) — — — — (55 ) Other, net — — (16 ) — — (16 ) Net cash provided by (used in) financing activities 23 (1,119 ) 192 (67 ) (208 ) (1,179 ) Change in cash and cash equivalents (284 ) (2,732 ) (1,256 ) (9 ) — (4,281 ) Cash and cash equivalents Beginning of period 358 2,733 2,342 67 — 5,500 End of period $ 74 $ 1 $ 1,086 $ 58 $ — $ 1,219 Condensed Consolidating Statement of Cash Flows Information Year Ended December 31, 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 $ 6 $ (1,335 ) $ 7,541 $ 33 $ (110 ) $ 6,135 Investing activities Purchases of property and equipment — — (4,702 ) — — (4,702 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (3,968 ) — — (3,968 ) Sales of short-term investments — 2,000 998 — — 2,998 Other, net — — (8 ) — — (8 ) Net cash provided by (used in) investing activities — 2,000 (7,680 ) — — (5,680 ) Financing activities Proceeds from issuance of long-term debt — 997 — — — 997 Repayments of capital lease obligations — — (205 ) — — (205 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (150 ) — — (150 ) Repayments of long-term debt — — (20 ) — — (20 ) Intercompany advances, net — (696 ) 625 71 — — Proceeds from exercise of stock options 29 — — — — 29 Tax withholdings on share-based awards — — (121 ) — — (121 ) Intercompany dividend paid — — — (110 ) 110 — Dividends on preferred stock (55 ) — — — — (55 ) Other, net — — (12 ) — — (12 ) Net cash (used in) provided by financing activities (26 ) 301 117 (39 ) 110 463 Change in cash and cash equivalents (20 ) 966 (22 ) (6 ) — 918 Cash and cash equivalents Beginning of period 378 1,767 2,364 73 — 4,582 End of period $ 358 $ 2,733 $ 2,342 $ 67 $ — $ 5,500 Condensed Consolidating Statement of Cash Flows Information Year Ended December 31, 2015 (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 ) $ (1,147 ) $ 6,652 $ 85 $ (175 ) $ 5,414 Investing activities Purchases of property and equipment — — (4,724 ) — — (4,724 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (1,935 ) — — (1,935 ) Purchases of short-term investments — (1,999 ) (998 ) — — (2,997 ) Investment in subsidiaries (1,905 ) — — — 1,905 — Other, net — — 96 — — 96 Net cash used in investing activities (1,905 ) (1,999 ) (7,561 ) — 1,905 (9,560 ) Financing activities Proceeds from capital contribution — 1,905 — — (1,905 ) — Proceeds from issuance of long-term debt — 3,979 — — — 3,979 Proceeds from tower obligations — 140 — — — 140 Repayments of capital lease obligations — — (57 ) — — (57 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (564 ) — — (564 ) Intercompany advances, net — (3,357 ) 3,288 69 — — Proceeds from exercise of stock options 47 — — — — 47 Intercompany dividend paid — — — (175 ) 175 — Tax withholdings on share-based awards — — (156 ) — — (156 ) Dividends on preferred stock (41 ) — (14 ) — — (55 ) Other, net — — 79 — — 79 Net cash provided by (used in) financing activities 6 2,667 2,576 (106 ) (1,730 ) 3,413 Change in cash and cash equivalents (1,900 ) (479 ) 1,667 (21 ) — (733 ) Cash and cash equivalents Beginning of period 2,278 2,246 697 94 — 5,315 End of period $ 378 $ 1,767 $ 2,364 $ 73 $ — $ 4,582 |