Guarantor Financial Information | Note 17 – 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”). See Note 8 – 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. On October 23, 2018, SLMA LLC was formed as a limited liability company in Delaware to serve as an escrow subsidiary to facilitate the contemplated issuance of notes by Parent in connection with the Transactions. SLMA LLC is an indirect, 100% owned finance subsidiary of Parent, as such term is used in Rule 3-10(b) of Regulation S-X, and has been designated as an unrestricted subsidiary under Issuer’s existing debt securities. Any debt securities that may be issued from time to time by SLMA LLC will be fully and unconditionally guaranteed by Parent. Presented below is the condensed consolidating financial information as of December 31, 2018 and 2017 , and for the years ended December 31, 2018 , 2017 and 2016 . Condensed Consolidating Balance Sheet Information December 31, 2018 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ 2 $ 1 $ 1,079 $ 121 $ — $ 1,203 Accounts receivable, net — — 1,510 259 — 1,769 Equipment installment plan receivables, net — — 2,538 — — 2,538 Accounts receivable from affiliates — — 11 — — 11 Inventories — — 1,084 — — 1,084 Other current assets — — 1,031 645 — 1,676 Total current assets 2 1 7,253 1,025 — 8,281 Property and equipment, net (1) — — 23,062 297 — 23,359 Goodwill — — 1,683 218 — 1,901 Spectrum licenses — — 35,559 — — 35,559 Other intangible assets, net — — 116 82 — 198 Investments in subsidiaries, net 25,314 46,516 — — (71,830 ) — Intercompany receivables and note receivables — 5,174 — — (5,174 ) — Equipment installment plan receivables due after one year, net — — 1,547 — — 1,547 Other assets — 7 1,540 221 (145 ) 1,623 Total assets $ 25,316 $ 51,698 $ 70,760 $ 1,843 $ (77,149 ) $ 72,468 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ — $ 228 $ 7,240 $ 273 $ — $ 7,741 Payables to affiliates — 157 43 — — 200 Short-term debt — — 841 — — 841 Deferred revenue — — 698 — — 698 Other current liabilities — 447 164 176 — 787 Total current liabilities — 832 8,986 449 — 10,267 Long-term debt — 10,950 1,174 — — 12,124 Long-term debt to affiliates — 14,582 — — — 14,582 Tower obligations (1) — — 384 2,173 — 2,557 Deferred tax liabilities — — 4,617 — (145 ) 4,472 Deferred rent expense — — 2,781 — — 2,781 Negative carrying value of subsidiaries, net — — 676 — (676 ) — Intercompany payables and debt 598 — 4,234 342 (5,174 ) — Other long-term liabilities — 20 926 21 — 967 Total long-term liabilities 598 25,552 14,792 2,536 (5,995 ) 37,483 Total stockholders' equity (deficit) 24,718 25,314 46,982 (1,142 ) (71,154 ) 24,718 Total liabilities and stockholders' equity $ 25,316 $ 51,698 $ 70,760 $ 1,843 $ (77,149 ) $ 72,468 (1) Assets and liabilities for Non-Guarantor Subsidiaries are primarily included in VIEs related to the 2012 Tower Transaction. See Note 9 – Tower Obligations 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 9 – Tower Obligations for further information. Condensed Consolidating Statement of Comprehensive Income Information Year Ended December 31, 2018 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 30,631 $ 2,339 $ (978 ) $ 31,992 Equipment revenues — — 10,208 2 (201 ) 10,009 Other revenues — 29 1,113 228 (61 ) 1,309 Total revenues — 29 41,952 2,569 (1,240 ) 43,310 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 6,257 50 — 6,307 Cost of equipment sales — — 11,238 1,011 (202 ) 12,047 Selling, general and administrative — 11 13,203 985 (1,038 ) 13,161 Depreciation and amortization — — 6,396 90 — 6,486 Gains on disposal of spectrum licenses — — — — — — Total operating expense — 11 37,094 2,136 (1,240 ) 38,001 Operating (loss) income — 18 4,858 433 — 5,309 Other income (expense) Interest expense — (528 ) (114 ) (193 ) — (835 ) Interest expense to affiliates — (522 ) (21 ) — 21 (522 ) Interest income — 23 16 1 (21 ) 19 Other (expense) income, net — (87 ) 33 — — (54 ) Total other (expense) income, net — (1,114 ) (86 ) (192 ) — (1,392 ) Income (loss) before income taxes — (1,096 ) 4,772 241 — 3,917 Income tax expense — — (981 ) (48 ) — (1,029 ) Earnings of subsidiaries 2,888 3,984 32 — (6,904 ) — Net income $ 2,888 $ 2,888 $ 3,823 $ 193 $ (6,904 ) $ 2,888 Dividends on preferred stock — — — — — — Net income attributable to common stockholders $ 2,888 $ 2,888 $ 3,823 $ 193 $ (6,904 ) $ 2,888 Net income $ 2,888 $ 2,888 $ 3,823 $ 193 $ (6,904 ) $ 2,888 Other comprehensive income, net of tax Other comprehensive income, net of tax (332 ) (332 ) 116 — 216 (332 ) Total comprehensive income $ 2,556 $ 2,556 $ 3,939 $ 193 $ (6,688 ) $ 2,556 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 expenses — — 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 income (expense), net — (88 ) 16 (1 ) — (73 ) Total other expense, net 1 (1,430 ) (106 ) (192 ) — (1,727 ) Income (loss) before income taxes 1 (1,427 ) 4,407 180 — 3,161 Income tax 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 Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 26,613 $ 2,023 $ (792 ) $ 27,844 Equipment revenues — — 9,145 — (418 ) 8,727 Other revenues — 3 739 195 (18 ) 919 Total revenues — 3 36,497 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 3,826 221 — 4,050 Other income (expense) Interest expense — (1,147 ) (82 ) (189 ) — (1,418 ) Interest expense to affiliates — (312 ) — — — (312 ) Interest income — 31 (18 ) — — 13 Other income (expense), net — 2 (8 ) — — (6 ) Total other expense, net — (1,426 ) (108 ) (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 Condensed Consolidating Statement of Cash Flows Information Year Ended December 31, 2018 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Operating activities Net cash (used in) provided by operating activities $ — $ (1,254 ) $ 10,483 $ (5,110 ) $ (220 ) $ 3,899 Investing activities Purchases of property and equipment — — (5,505 ) (36 ) — (5,541 ) Purchases of spectrum licenses and other intangible assets — — (127 ) — — (127 ) Proceeds related to beneficial interests in securitization transactions — — 53 5,353 — 5,406 Acquisition of companies, net of cash acquired — — (338 ) — — (338 ) Equity investment in subsidiary — — (43 ) — 43 — Other, net — (7 ) 28 — — 21 Net cash (used in) provided by investing activities — (7 ) (5,932 ) 5,317 43 (579 ) Financing activities Proceeds from issuance of long-term debt — 2,494 — — — 2,494 Proceeds from borrowing on revolving credit facility, net — 6,265 — — — 6,265 Repayments of revolving credit facility — — (6,265 ) — — (6,265 ) Repayments of capital lease obligations — — (698 ) (2 ) — (700 ) Repayments of short-term debt for purchases of inventory, property and equipment, net — — (300 ) — — (300 ) Repayments of long-term debt — — (3,349 ) — — (3,349 ) Repurchases of common stock (1,071 ) — — — — (1,071 ) Intercompany advances, net 995 (7,498 ) 6,468 35 — — Equity investment from parent — — — 43 (43 ) — Tax withholdings on share-based awards — — (146 ) — — (146 ) Cash payments for debt prepayment or debt extinguishment costs — — (212 ) — — (212 ) Intercompany dividend paid — — — (220 ) 220 — Other, net 4 — (56 ) — — (52 ) Net cash (used in) provided by financing activities (72 ) 1,261 (4,558 ) (144 ) 177 (3,336 ) Change in cash and cash equivalents (72 ) — (7 ) 63 — (16 ) Cash and cash equivalents Beginning of period 74 1 1,086 58 — 1,219 End of period $ 2 $ 1 $ 1,079 $ 121 $ — $ 1,203 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 ) $ 9,761 $ (4,218 ) $ (100 ) $ 3,831 Investing activities Purchases of property and equipment — — (5,237 ) — — (5,237 ) Purchases of spectrum licenses and other intangible assets — — (5,828 ) — — (5,828 ) Proceeds related to beneficial interests in securitization transactions — — 43 4,276 — 4,319 Equity investment in subsidiary (308 ) — — — 308 — Other, net — — 1 — — 1 Net cash (used in) provided by investing activities (308 ) — (11,021 ) 4,276 308 (6,745 ) 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 ) Repurchases of common stock (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 ) Dividends on preferred stock (55 ) — — — — (55 ) Cash payments for debt prepayment or debt extinguishment costs — — (188 ) — — (188 ) Intercompany dividend paid — — — (100 ) 100 — Other, net 21 — (16 ) — — 5 Net cash provided by (used in) financing activities 23 (1,119 ) 4 (67 ) (208 ) (1,367 ) 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 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 for further information. 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 ) $ 7,516 $ (3,298 ) $ (110 ) $ 2,779 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 ) Proceeds related to beneficial interests in securitization transactions — — 25 3,331 — — 3,356 Sales of short-term investments — 2,000 998 — — — 2,998 Other, net — — (8 ) — — (8 ) Net cash provided by (used in) investing activities — 2,000 (7,655 ) 3,331 — (2,324 ) 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 — — Tax withholdings on share-based awards — — (121 ) — — (121 ) Dividends on preferred stock (55 ) — — — — (55 ) Intercompany dividend paid — — — (110 ) 110 — Other, net 29 — (12 ) — — 17 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 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 Consolidated Financial Statements, for further information. |