Guarantor Financial Information | Note 14 – 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”). 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 the 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 June 30, 2019 and December 31, 2018 , and for the three and six months ended June 30, 2019 and 2018 . Condensed Consolidating Balance Sheet Information June 30, 2019 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Assets Current assets Cash and cash equivalents $ 4 $ 2 $ 970 $ 129 $ — $ 1,105 Accounts receivable, net — — 1,526 291 — 1,817 Equipment installment plan receivables, net — — 2,446 — — 2,446 Accounts receivable from affiliates — — 18 — — 18 Inventory — — 998 — — 998 Other current assets — — 1,052 678 — 1,730 Total current assets 4 2 7,010 1,098 — 8,114 Property and equipment, net (1) — — 21,535 312 — 21,847 Operating lease right-of-use assets — — 10,436 3 — 10,439 Financing lease right-of-use assets — — 2,589 — — 2,589 Goodwill — — 1,683 218 — 1,901 Spectrum licenses — — 36,430 — — 36,430 Other intangible assets, net — — 85 72 — 157 Investments in subsidiaries, net 27,332 49,416 — — (76,748 ) — Intercompany receivables and note receivables — 4,618 — — (4,618 ) — Equipment installment plan receivables due after one year, net — — 1,604 — — 1,604 Other assets — 8 1,637 226 (164 ) 1,707 Total assets $ 27,336 $ 54,044 $ 83,009 $ 1,929 $ (81,530 ) $ 84,788 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ — $ 229 $ 6,736 $ 295 $ — $ 7,260 Payables to affiliates — 147 51 — — 198 Short-term debt — 300 — — — 300 Deferred revenue — — 619 1 — 620 Short-term operating lease liabilities — — 2,265 3 — 2,268 Short-term financing lease liabilities — — 963 — — 963 Other current liabilities — 1,097 154 313 — 1,564 Total current liabilities — 1,773 10,788 612 — 13,173 Long-term debt — 10,954 — — — 10,954 Long-term debt to affiliates — 13,985 — — — 13,985 Tower obligations (1) — — 76 2,171 — 2,247 Deferred tax liabilities — — 5,254 — (164 ) 5,090 Operating lease liabilities — — 10,145 — — 10,145 Financing lease liabilities — — 1,314 — — 1,314 Negative carrying value of subsidiaries, net — — 815 — (815 ) — Intercompany payables and debt 369 — 3,872 377 (4,618 ) — Other long-term liabilities — — 890 23 — 913 Total long-term liabilities 369 24,939 22,366 2,571 (5,597 ) 44,648 Total stockholders' equity (deficit) 26,967 27,332 49,855 (1,254 ) (75,933 ) 26,967 Total liabilities and stockholders' equity $ 27,336 $ 54,044 $ 83,009 $ 1,929 $ (81,530 ) $ 84,788 (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, 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 Inventory — — 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 8 – Tower Obligations for further information. Condensed Consolidating Statement of Comprehensive Income Information Three Months Ended June 30, 2019 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 7,992 $ 767 $ (333 ) $ 8,426 Equipment revenues — — 2,320 2 (59 ) 2,263 Other revenues — 3 276 51 (40 ) 290 Total revenues — 3 10,588 820 (432 ) 10,979 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,668 9 (28 ) 1,649 Cost of equipment sales, exclusive of depreciation and amortization shown separately below — — 2,418 302 (59 ) 2,661 Selling, general and administrative — — 3,595 293 (345 ) 3,543 Depreciation and amortization — — 1,564 21 — 1,585 Total operating expense — — 9,245 625 (432 ) 9,438 Operating income — 3 1,343 195 — 1,541 Other income (expense) Interest expense — (114 ) (21 ) (47 ) — (182 ) Interest expense to affiliates — (102 ) (4 ) — 5 (101 ) Interest income — 5 3 1 (5 ) 4 Other expense, net — (19 ) (3 ) — — (22 ) Total other expense, net — (230 ) (25 ) (46 ) — (301 ) Income (loss) before income taxes — (227 ) 1,318 149 — 1,240 Income tax expense — — (270 ) (31 ) — (301 ) Earnings of subsidiaries 939 1,166 10 — (2,115 ) — Net income $ 939 $ 939 $ 1,058 $ 118 $ (2,115 ) $ 939 Net income $ 939 $ 939 $ 1,058 $ 118 $ (2,115 ) $ 939 Other comprehensive (loss) income, net of tax Other comprehensive (loss) income, net of tax (292 ) (292 ) 103 — 189 (292 ) Total comprehensive income $ 647 $ 647 $ 1,161 $ 118 $ (1,926 ) $ 647 Condensed Consolidating Statement of Comprehensive Income Information Three Months Ended June 30, 2018 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 7,609 $ 551 $ (229 ) $ 7,931 Equipment revenues — — 2,370 1 (46 ) 2,325 Other revenues — 2 267 55 (9 ) 315 Total revenues — 2 10,246 607 (284 ) 10,571 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 1,522 8 — 1,530 Cost of equipment sales, exclusive of depreciation and amortization shown separately below — — 2,556 262 (46 ) 2,772 Selling, general and administrative — 6 3,201 216 (238 ) 3,185 Depreciation and amortization — — 1,611 23 — 1,634 Total operating expenses — 6 8,890 509 (284 ) 9,121 Operating income (loss) — (4 ) 1,356 98 — 1,450 Other income (expense) Interest expense — (120 ) (28 ) (48 ) — (196 ) Interest expense to affiliates — (129 ) (4 ) — 5 (128 ) Interest income — 6 4 1 (5 ) 6 Other expense, net — (59 ) (5 ) — — (64 ) Total other expense, net — (302 ) (33 ) (47 ) — (382 ) Income (loss) before income taxes — (306 ) 1,323 51 — 1,068 Income tax expense — — (277 ) (9 ) — (286 ) Earnings of subsidiaries 782 1,088 23 — (1,893 ) — Net income $ 782 $ 782 $ 1,069 $ 42 $ (1,893 ) $ 782 Other comprehensive income (loss), net of tax Other comprehensive income, net of tax 3 3 3 — (6 ) 3 Total comprehensive income $ 785 $ 785 $ 1,072 $ 42 $ (1,899 ) $ 785 Condensed Consolidating Statement of Comprehensive Income Information Six Months Ended June 30, 2019 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 15,851 $ 1,499 $ (647 ) $ 16,703 Equipment revenues — — 4,890 2 (113 ) 4,779 Other revenues — 9 549 101 (82 ) 577 Total revenues — 9 21,290 1,602 (842 ) 22,059 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 3,236 15 (56 ) 3,195 Cost of equipment sales, exclusive of depreciation and amortization shown separately below — — 5,216 574 (113 ) 5,677 Selling, general and administrative — 1 7,089 568 (673 ) 6,985 Depreciation and amortization — — 3,142 43 — 3,185 Total operating expense — 1 18,683 1,200 (842 ) 19,042 Operating income — 8 2,607 402 — 3,017 Other income (expense) Interest expense — (226 ) (41 ) (94 ) — (361 ) Interest expense to affiliates — (211 ) (9 ) — 10 (210 ) Interest income — 10 10 2 (10 ) 12 Other expense, net — (11 ) (4 ) — — (15 ) Total other expense, net — (438 ) (44 ) (92 ) — (574 ) Income (loss) before income taxes — (430 ) 2,563 310 — 2,443 Income tax expense — — (531 ) (65 ) — (596 ) Earnings of subsidiaries 1,847 2,277 17 — (4,141 ) — Net income $ 1,847 $ 1,847 $ 2,049 $ 245 $ (4,141 ) $ 1,847 Net income $ 1,847 $ 1,847 $ 2,049 $ 245 $ (4,141 ) $ 1,847 Other comprehensive (loss) income, net of tax Other comprehensive (loss) income, net of tax (481 ) (481 ) 168 — 313 (481 ) Total comprehensive income $ 1,366 $ 1,366 $ 2,217 $ 245 $ (3,828 ) $ 1,366 Condensed Consolidating Statement of Comprehensive Income Information Six Months Ended June 30, 2018 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues Service revenues $ — $ — $ 15,096 $ 1,091 $ (450 ) $ 15,737 Equipment revenues — — 4,777 1 (100 ) 4,678 Other revenues — 3 516 110 (18 ) 611 Total revenues — 3 20,389 1,202 (568 ) 21,026 Operating expenses Cost of services, exclusive of depreciation and amortization shown separately below — — 3,102 17 — 3,119 Cost of equipment sales, exclusive of depreciation and amortization shown separately below — — 5,220 498 (101 ) 5,617 Selling, general and administrative — 6 6,358 452 (467 ) 6,349 Depreciation and amortization — — 3,165 44 — 3,209 Total operating expenses — 6 17,845 1,011 (568 ) 18,294 Operating income (loss) — (3 ) 2,544 191 — 2,732 Other income (expense) Interest expense — (294 ) (57 ) (96 ) — (447 ) Interest expense to affiliates — (295 ) (9 ) — 10 (294 ) Interest income — 12 9 1 (10 ) 12 Other (expense) income, net — (91 ) 37 — — (54 ) Total other expense, net — (668 ) (20 ) (95 ) — (783 ) Income (loss) before income taxes — (671 ) 2,524 96 — 1,949 Income tax expense — — (476 ) (20 ) — (496 ) Earnings of subsidiaries 1,453 2,124 17 — (3,594 ) — Net income $ 1,453 $ 1,453 $ 2,065 $ 76 $ (3,594 ) $ 1,453 Net income $ 1,453 $ 1,453 $ 2,065 $ 76 $ (3,594 ) $ 1,453 Other comprehensive loss, net of tax Other comprehensive loss, net of tax — — — — — — Total comprehensive income $ 1,453 $ 1,453 $ 2,065 $ 76 $ (3,594 ) $ 1,453 Condensed Consolidating Statement of Cash Flows Information Three Months Ended June 30, 2019 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Operating activities Net cash (used in) provided by operating activities $ — $ (124 ) $ 3,112 $ (686 ) $ (155 ) $ 2,147 Investing activities Purchases of property and equipment — — (1,740 ) (49 ) — (1,789 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (665 ) — — (665 ) Proceeds related to beneficial interests in securitization transactions — — 8 831 — 839 Net cash (used in) provided by investing activities — — (2,397 ) 782 — (1,615 ) Financing activities Proceeds from borrowing on revolving credit facility, net — 880 — — — 880 Repayments of revolving credit facility — — (880 ) — — (880 ) Repayments of financing lease obligations — — (229 ) — — (229 ) Repayments of long-term debt — — (600 ) — — (600 ) Intercompany advances, net — (756 ) 688 68 — — Tax withholdings on share-based awards — — (4 ) — — (4 ) Cash payments for debt prepayment or debt extinguishment costs — — (28 ) — — (28 ) Intercompany dividend paid — — — (155 ) 155 — Other, net 1 — (6 ) — — (5 ) Net cash provided (used in) by financing activities 1 124 (1,059 ) (87 ) 155 (866 ) Change in cash and cash equivalents 1 — (344 ) 9 — (334 ) Cash and cash equivalents Beginning of period 3 2 1,314 120 — 1,439 End of period $ 4 $ 2 $ 970 $ 129 $ — $ 1,105 Condensed Consolidating Statement of Cash Flows Information Three Months Ended June 30, 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 ) $ (258 ) $ 2,932 $ (1,282 ) $ (130 ) $ 1,261 Investing activities Purchases of property and equipment — — (1,624 ) (5 ) — (1,629 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (28 ) — — (28 ) Proceeds related to beneficial interests in securitization transactions — — 12 1,311 — 1,323 Acquisition of companies, net of cash acquired — — (5 ) — — (5 ) Equity investment in subsidiary — — (26 ) — 26 — Other, net — — 33 — — 33 Net cash (used in) provided by investing activities — — (1,638 ) 1,306 26 (306 ) Financing activities Payments of consent fees related to long-term debt — — (38 ) — — (38 ) Proceeds from borrowing on revolving credit facility, net — 2,070 — — — 2,070 Repayments of revolving credit facility — — (2,195 ) — — (2,195 ) Repayments of financing lease obligations — — (154 ) (1 ) — (155 ) Repayments of long-term debt — — (2,350 ) — — (2,350 ) Repurchases of common stock (405 ) — — — — (405 ) Intercompany advances, net 405 (1,810 ) 1,406 (1 ) — — Equity investment from parent — — — 26 (26 ) — Tax withholdings on share-based awards — — (10 ) — — (10 ) Cash payments for debt prepayment or debt extinguishment costs — — (181 ) — — (181 ) Intercompany dividend paid — — — (130 ) 130 — Other, net 1 — (4 ) — — (3 ) Net cash provided (used in) by financing activities 1 260 (3,526 ) (106 ) 104 (3,267 ) Change in cash and cash equivalents — 2 (2,232 ) (82 ) — (2,312 ) Cash and cash equivalents Beginning of period 1 1 2,395 130 — 2,527 End of period $ 1 $ 3 $ 163 $ 48 $ — $ 215 Condensed Consolidating Statement of Cash Flows Information Six Months Ended June 30, 2019 (in millions) Parent Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Operating activities Net cash (used in) provided by operating activities $ — $ (372 ) $ 5,909 $ (1,703 ) $ (295 ) $ 3,539 Investing activities Purchases of property and equipment — — (3,666 ) (54 ) — (3,720 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (850 ) — — (850 ) Proceeds related to beneficial interests in securitization transactions — — 17 1,979 — 1,996 Other, net — — (7 ) — — (7 ) Net cash (used in) provided by investing activities — — (4,506 ) 1,925 — (2,581 ) Financing activities Proceeds from borrowing on revolving credit facility, net — 1,765 — — — 1,765 Repayments of revolving credit facility — — (1,765 ) — — (1,765 ) Repayments of financing lease obligations — — (314 ) (1 ) — (315 ) Repayments of long-term debt — — (600 ) — — (600 ) Intercompany advances, net — (1,392 ) 1,310 82 — — Tax withholdings on share-based awards — — (104 ) — — (104 ) Cash payments for debt prepayment or debt extinguishment costs — — (28 ) — — (28 ) Intercompany dividend paid — — — (295 ) 295 — Other, net 2 — (11 ) — — (9 ) Net cash provided (used in) by financing activities 2 373 (1,512 ) (214 ) 295 (1,056 ) Change in cash and cash equivalents 2 1 (109 ) 8 — (98 ) Cash and cash equivalents Beginning of period 2 1 1,079 121 — 1,203 End of period $ 4 $ 2 $ 970 $ 129 $ — $ 1,105 Condensed Consolidating Statement of Cash Flows Information Six Months Ended June 30, 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 $ — $ (662 ) $ 5,306 $ (2,483 ) $ (130 ) $ 2,031 Investing activities Purchases of property and equipment — — (2,990 ) (5 ) — (2,995 ) Purchases of spectrum licenses and other intangible assets, including deposits — — (79 ) — — (79 ) Proceeds related to beneficial interests in securitization transactions — — 25 2,593 — 2,618 Acquisition of companies, net of cash — — (338 ) — — (338 ) Equity investment in subsidiary — — (26 ) — 26 — Other, net — — 26 — — 26 Net cash (used in) provided by investing activities — — (3,382 ) 2,588 26 (768 ) Financing activities Proceeds from issuance of long-term debt — 2,494 — — — 2,494 Payments of consent fees related to long-term debt — — (38 ) — — (38 ) Proceeds from borrowing on revolving credit facility, net — 4,240 — — — 4,240 Repayments of revolving credit facility — — (3,920 ) — — (3,920 ) Repayments of financing lease obligations — — (326 ) (1 ) — (327 ) Repayments of long-term debt — — (3,349 ) — — (3,349 ) Repurchases of common stock (1,071 ) — — — — (1,071 ) Intercompany advances, net 995 (6,070 ) 5,085 (10 ) — — Equity investment from parent — — — 26 (26 ) — Tax withholdings on share-based awards — — (84 ) — — (84 ) Cash payments for debt prepayment or debt extinguishment costs — — (212 ) — — (212 ) Intercompany dividend paid — — — (130 ) 130 — Other, net 3 — (3 ) — — — Net cash (used in) provided by financing activities (73 ) 664 (2,847 ) (115 ) 104 (2,267 ) Change in cash and cash equivalents (73 ) 2 (923 ) (10 ) — (1,004 ) Cash and cash equivalents Beginning of period 74 1 1,086 58 — 1,219 End of period $ 1 $ 3 $ 163 $ 48 $ — $ 215 |