Guarantor Financial Information | Note 15 – Guarantor Financial Information Pursuant to the applicable indentures and supplemental indentures, the long-term debt to affiliates and third parties 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 2018, T-Mobile USA and certain of its affiliates, as guarantors, issued (i) $1.0 billion of public 4.500% Senior Notes due 2026 and (ii) $1.5 billion of public 4.750% Senior Notes due 2028. In April 2018, T-Mobile USA and certain of its affiliates, as guarantors, issued (i) $1.0 billion in aggregate principal amount of 4.500% Senior Notes due 2026 and (ii) $1.5 billion in aggregate principal amount of 4.750% Senior Notes due 2028. Additionally, T-Mobile USA and certain of its affiliates, as guarantors, redeemed through net settlement, (i) the $1.25 billion in aggregate principal amount of 8.097% Senior Reset Notes due 2021 and (ii) $1.25 billion in aggregate principal amount of 8.195% Senior Reset Notes due 2022. See Note 9 - 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 provided by (used in) financing activities in the Condensed Consolidating Statement of Cash Flows Information for the three months ended March 31, 2017 , as filed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017. 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 provided by (used in) financing activities. The impacts to the Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns for the three months ended March 31, 2017 were $5.0 billion , $5.0 billion and $11 million , respectively. The revisions, which we have determined are not material, are eliminated upon consolidation and have no impact on our Condensed Consolidating Statement of Cash Flows Information . Presented below is the condensed consolidating financial information as of March 31, 2018 and December 31, 2017 , and for the three months ended March 31, 2018 and 2017 . Condensed Consolidating Balance Sheet Information March 31, 2018 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ 1 $ 1 $ 2,395 $ 130 $ — $ 2,527 Accounts receivable, net — — 1,469 220 — 1,689 Equipment installment plan receivables, net — — 2,281 — — 2,281 Accounts receivable from affiliates — 5 13 — (5 ) 13 Inventories — — 1,311 — — 1,311 Other current assets — — 1,144 644 — 1,788 Total current assets 1 6 8,613 994 (5 ) 9,609 Property and equipment, net (1) — — 22,008 300 — 22,308 Goodwill — — 1,683 218 — 1,901 Spectrum licenses — — 35,504 — — 35,504 Other intangible assets, net — — 194 97 — 291 Investments in subsidiaries, net 23,426 42,581 — — (66,007 ) — Intercompany receivables and note receivables — 10,039 — — (10,039 ) — Equipment installment plan receivables due after one year, net — — 1,234 — — 1,234 Other assets — 3 1,074 225 (145 ) 1,157 Total assets $ 23,427 $ 52,629 $ 70,310 $ 1,834 $ (76,196 ) $ 72,004 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ — $ 211 $ 6,679 $ 267 $ — $ 7,157 Payables to affiliates — 256 35 — — 291 Short-term debt — 2,670 648 2 — 3,320 Short-term debt to affiliates — 445 5 — (5 ) 445 Deferred revenue — — 791 — — 791 Other current liabilities 17 18 176 142 — 353 Total current liabilities 17 3,600 8,334 411 (5 ) 12,357 Long-term debt — 10,978 1,149 — — 12,127 Long-term debt to affiliates — 14,586 — — — 14,586 Tower obligations (1) — — 391 2,191 — 2,582 Deferred tax liabilities — — 3,958 — (145 ) 3,813 Deferred rent expense — — 2,730 — — 2,730 Negative carrying value of subsidiaries, net — — 590 — (590 ) — Intercompany payables and debt 534 — 9,244 261 (10,039 ) — Other long-term liabilities — 39 884 10 — 933 Total long-term liabilities 534 25,603 18,946 2,462 (10,774 ) 36,771 Total stockholders' equity (deficit) 22,876 23,426 43,030 (1,039 ) (65,417 ) 22,876 Total liabilities and stockholders' equity $ 23,427 $ 52,629 $ 70,310 $ 1,834 $ (76,196 ) $ 72,004 (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 our Annual Report on Form 10-K for the year ended December 31, 2017 for further information. 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 included in our Annual Report on Form 10-K for the year ended December 31, 2017, for further information. Condensed Consolidating Statement of Comprehensive Income Information Three Months Ended March 31, 2018 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 7,487 $ 540 $ (221 ) $ 7,806 Equipment revenues — — 2,407 — (54 ) 2,353 Other revenues — 1 249 55 (9 ) 296 Total revenues — 1 10,143 595 (284 ) 10,455 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,580 9 — 1,589 Cost of equipment sales — — 2,664 236 (55 ) 2,845 Selling, general and administrative — — 3,157 236 (229 ) 3,164 Depreciation and amortization — — 1,554 21 — 1,575 Total operating expense — — 8,955 502 (284 ) 9,173 Operating income — 1 1,188 93 — 1,282 Other income (expense) Interest expense — (174 ) (29 ) (48 ) — (251 ) Interest expense to affiliates — (166 ) (5 ) — 5 (166 ) Interest income — 6 5 — (5 ) 6 Other (expense) income, net — (32 ) 42 — — 10 Total other (expense) income, net — (366 ) 13 (48 ) — (401 ) Income (loss) before income taxes — (365 ) 1,201 45 — 881 Income tax expense — — (199 ) (11 ) — (210 ) Earnings (loss) of subsidiaries 671 1,036 (6 ) — (1,701 ) — Net income 671 671 996 34 (1,701 ) 671 Net Income $ 671 $ 671 $ 996 $ 34 $ (1,701 ) $ 671 Other comprehensive loss, net of tax Other comprehensive loss, net of tax (3 ) (3 ) (3 ) — 6 (3 ) Total comprehensive income $ 668 $ 668 $ 993 $ 34 $ (1,695 ) $ 668 Condensed Consolidating Statement of Comprehensive Income Information Three Months Ended March 31, 2017 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 7,018 $ 525 $ (214 ) $ 7,329 Equipment revenues — — 2,143 — (100 ) 2,043 Other revenues — — 194 52 (5 ) 241 Total revenues — — 9,355 577 (319 ) 9,613 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,402 6 — 1,408 Cost of equipment sales — — 2,540 246 (100 ) 2,686 Selling, general and administrative — — 2,928 246 (219 ) 2,955 Depreciation and amortization — — 1,546 18 — 1,564 Gains on disposal of spectrum licenses — — (37 ) — — (37 ) Total operating expenses — — 8,379 516 (319 ) 8,576 Operating income — — 976 61 — 1,037 Other income (expense) Interest expense — (264 ) (27 ) (48 ) — (339 ) Interest expense to affiliates — (99 ) (7 ) — 6 (100 ) Interest income — 9 4 — (6 ) 7 Other income (expense), net — 3 (1 ) — — 2 Total other expense, net — (351 ) (31 ) (48 ) — (430 ) Income (loss) before income taxes — (351 ) 945 13 — 607 Income tax benefit (expense) — — 96 (5 ) — 91 Earnings (loss) of subsidiaries 698 1,049 (31 ) — (1,716 ) — Net income 698 698 1,010 8 (1,716 ) 698 Dividends on preferred stock (14 ) — — — — (14 ) Net income attributable to common stockholders $ 684 $ 698 $ 1,010 $ 8 $ (1,716 ) $ 684 Net income $ 698 $ 698 $ 1,010 $ 8 $ (1,716 ) $ 698 Other comprehensive income, net of tax Other comprehensive income, net of tax 1 1 1 1 (3 ) 1 Total comprehensive income $ 699 $ 699 $ 1,011 $ 9 $ (1,719 ) $ 699 Condensed Consolidating Statement of Cash Flows Information Three Months Ended March 31, 2018 (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 $ (404 ) $ 2,374 $ (1,201 ) $ — $ 770 Investing activities Purchases of property and equipment — — (1,366 ) — — (1,366 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (51 ) — — (51 ) Proceeds related to beneficial interests in securitization transactions — — 13 1,282 — 1,295 Acquisition of companies, net of cash acquired — — (333 ) — — (333 ) Other, net — — (7 ) — — (7 ) Net cash provided by (used in) investing activities — — (1,744 ) 1,282 — (462 ) Financing activities Proceeds from issuance of long-term debt — 2,494 — — — 2,494 Proceeds from borrowing on revolving credit facility, net — 2,170 — — — 2,170 Repayments of revolving credit facility — — (1,725 ) — — (1,725 ) Repayments of capital lease obligations — — (172 ) — — (172 ) Repayments of long-term debt — — (999 ) — — (999 ) Repurchases of common stock (666 ) — — — — (666 ) Intercompany advances, net 590 (4,260 ) 3,679 (9 ) — — Tax withholdings on share-based awards — — (74 ) — — (74 ) Other, net 2 — (30 ) — — (28 ) Net cash (used in) provided by financing activities (74 ) 404 679 (9 ) — 1,000 Change in cash and cash equivalents (73 ) — 1,309 72 — 1,308 Cash and cash equivalents Beginning of period 74 1 1,086 58 — 1,219 End of period $ 1 $ 1 $ 2,395 $ 130 $ — $ 2,527 Condensed Consolidating Statement of Cash Flows Information Three Months Ended March 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 $ (134 ) $ 1,855 $ (1,114 ) $ — $ 608 Investing activities Purchases of property and equipment — — (1,528 ) — — (1,528 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (14 ) — — (14 ) Proceeds related to beneficial interests in securitization transactions — — 10 1,124 — 1,134 Other, net — — (8 ) — — (8 ) Net cash (used in) provided by investing activities — — (1,540 ) 1,124 — (416 ) Financing activities Proceeds from issuance of long-term debt — 5,495 — — — 5,495 Repayments of capital lease obligations — — (90 ) — — (90 ) Repayments of long-term debt — — (3,480 ) — — (3,480 ) Intercompany advances, net — (4,956 ) 4,967 (11 ) — — Tax withholdings on share-based awards — — (92 ) — — (92 ) Dividends on preferred stock (14 ) — — — — (14 ) Other, net 15 — (25 ) — — (10 ) Net cash provided by (used in) financing activities 1 539 1,280 (11 ) — 1,809 Change in cash and cash equivalents 2 405 1,595 (1 ) — 2,001 Cash and cash equivalents Beginning of period 358 2,733 2,342 67 — 5,500 End of period $ 360 $ 3,138 $ 3,937 $ 66 $ — $ 7,501 Balances have been revised based on the guidance in ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” See Note 1 - Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements, for further information. |