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Name | Symbol | Market | Type |
---|---|---|---|
T-Mobile US - 5.50% Mandatory Convertible Preferred Stock, Series A | NASDAQ:TMUSP | NASDAQ | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 100.65 | 97.35 | 101.03 | 0 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
20-0836269
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
12920 SE 38th Street, Bellevue, Washington
|
|
98006-1350
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
(425) 378-4000
|
||
(Registrant’s telephone number, including area code)
|
Class
|
|
Shares Outstanding as of October 19, 2017
|
|
Common Stock, $0.00001 par value per share
|
|
831,964,098
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
(in millions, except share and per share amounts)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
739
|
|
|
$
|
5,500
|
|
Accounts receivable, net of allowances of $86 and $102
|
1,734
|
|
|
1,896
|
|
||
Equipment installment plan receivables, net
|
2,136
|
|
|
1,930
|
|
||
Accounts receivable from affiliates
|
24
|
|
|
40
|
|
||
Inventories
|
999
|
|
|
1,111
|
|
||
Asset purchase deposit
|
—
|
|
|
2,203
|
|
||
Other current assets
|
1,817
|
|
|
1,537
|
|
||
Total current assets
|
7,449
|
|
|
14,217
|
|
||
Property and equipment, net
|
21,570
|
|
|
20,943
|
|
||
Goodwill
|
1,683
|
|
|
1,683
|
|
||
Spectrum licenses
|
35,007
|
|
|
27,014
|
|
||
Other intangible assets, net
|
256
|
|
|
376
|
|
||
Equipment installment plan receivables due after one year, net
|
1,100
|
|
|
984
|
|
||
Other assets
|
858
|
|
|
674
|
|
||
Total assets
|
$
|
67,923
|
|
|
$
|
65,891
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
6,071
|
|
|
$
|
7,152
|
|
Payables to affiliates
|
288
|
|
|
125
|
|
||
Short-term debt
|
558
|
|
|
354
|
|
||
Deferred revenue
|
790
|
|
|
986
|
|
||
Other current liabilities
|
396
|
|
|
405
|
|
||
Total current liabilities
|
8,103
|
|
|
9,022
|
|
||
Long-term debt
|
13,163
|
|
|
21,832
|
|
||
Long-term debt to affiliates
|
14,586
|
|
|
5,600
|
|
||
Tower obligations
|
2,599
|
|
|
2,621
|
|
||
Deferred tax liabilities
|
5,535
|
|
|
4,938
|
|
||
Deferred rent expense
|
2,693
|
|
|
2,616
|
|
||
Other long-term liabilities
|
967
|
|
|
1,026
|
|
||
Total long-term liabilities
|
39,543
|
|
|
38,633
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders' equity
|
|
|
|
||||
5.50% Mandatory Convertible Preferred Stock Series A, par value $0.00001 per share, 100,000,000 shares authorized; 20,000,000 and 20,000,000 shares issued and outstanding; $1,000 and $1,000 aggregate liquidation value
|
—
|
|
|
—
|
|
||
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 833,418,809 and 827,768,818 shares issued, 831,963,343 and 826,357,331 shares outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
39,058
|
|
|
38,846
|
|
||
Treasury stock, at cost, 1,455,466 and 1,411,487 shares issued
|
(4
|
)
|
|
(1
|
)
|
||
Accumulated other comprehensive income
|
4
|
|
|
1
|
|
||
Accumulated deficit
|
(18,781
|
)
|
|
(20,610
|
)
|
||
Total stockholders' equity
|
20,277
|
|
|
18,236
|
|
||
Total liabilities and stockholders' equity
|
$
|
67,923
|
|
|
$
|
65,891
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
(in millions, except share and per share amounts)
|
|
|
(As Adjusted - See Note 1)
|
|
|
|
(As Adjusted - See Note 1)
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Branded postpaid revenues
|
$
|
4,920
|
|
|
$
|
4,647
|
|
|
$
|
14,465
|
|
|
$
|
13,458
|
|
Branded prepaid revenues
|
2,376
|
|
|
2,182
|
|
|
7,009
|
|
|
6,326
|
|
||||
Wholesale revenues
|
274
|
|
|
238
|
|
|
778
|
|
|
645
|
|
||||
Roaming and other service revenues
|
59
|
|
|
66
|
|
|
151
|
|
|
170
|
|
||||
Total service revenues
|
7,629
|
|
|
7,133
|
|
|
22,403
|
|
|
20,599
|
|
||||
Equipment revenues
|
2,118
|
|
|
1,948
|
|
|
6,667
|
|
|
5,987
|
|
||||
Other revenues
|
272
|
|
|
224
|
|
|
775
|
|
|
670
|
|
||||
Total revenues
|
10,019
|
|
|
9,305
|
|
|
29,845
|
|
|
27,256
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,594
|
|
|
1,436
|
|
|
4,520
|
|
|
4,286
|
|
||||
Cost of equipment sales
|
2,617
|
|
|
2,539
|
|
|
8,149
|
|
|
7,532
|
|
||||
Selling, general and administrative
|
3,098
|
|
|
2,898
|
|
|
8,968
|
|
|
8,419
|
|
||||
Depreciation and amortization
|
1,416
|
|
|
1,568
|
|
|
4,499
|
|
|
4,695
|
|
||||
Cost of MetroPCS business combination
|
—
|
|
|
15
|
|
|
—
|
|
|
110
|
|
||||
Gains on disposal of spectrum licenses
|
(29
|
)
|
|
(199
|
)
|
|
(67
|
)
|
|
(835
|
)
|
||||
Total operating expense
|
8,696
|
|
|
8,257
|
|
|
26,069
|
|
|
24,207
|
|
||||
Operating income
|
1,323
|
|
|
1,048
|
|
|
3,776
|
|
|
3,049
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(253
|
)
|
|
(376
|
)
|
|
(857
|
)
|
|
(1,083
|
)
|
||||
Interest expense to affiliates
|
(167
|
)
|
|
(76
|
)
|
|
(398
|
)
|
|
(248
|
)
|
||||
Interest income
|
2
|
|
|
3
|
|
|
15
|
|
|
9
|
|
||||
Other income (expense), net
|
1
|
|
|
(1
|
)
|
|
(89
|
)
|
|
(6
|
)
|
||||
Total other expense, net
|
(417
|
)
|
|
(450
|
)
|
|
(1,329
|
)
|
|
(1,328
|
)
|
||||
Income before income taxes
|
906
|
|
|
598
|
|
|
2,447
|
|
|
1,721
|
|
||||
Income tax expense
|
(356
|
)
|
|
(232
|
)
|
|
(618
|
)
|
|
(651
|
)
|
||||
Net income
|
550
|
|
|
366
|
|
|
1,829
|
|
|
1,070
|
|
||||
Dividends on preferred stock
|
(13
|
)
|
|
(13
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Net income attributable to common stockholders
|
$
|
537
|
|
|
$
|
353
|
|
|
$
|
1,788
|
|
|
$
|
1,029
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
550
|
|
|
$
|
366
|
|
|
$
|
1,829
|
|
|
$
|
1,070
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on available-for-sale securities, net of tax effect $0, $1, $2 and $1
|
1
|
|
|
2
|
|
|
3
|
|
|
2
|
|
||||
Other comprehensive income
|
1
|
|
|
2
|
|
|
3
|
|
|
2
|
|
||||
Total comprehensive income
|
$
|
551
|
|
|
$
|
368
|
|
|
$
|
1,832
|
|
|
$
|
1,072
|
|
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.65
|
|
|
$
|
0.43
|
|
|
$
|
2.15
|
|
|
$
|
1.25
|
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.42
|
|
|
$
|
2.10
|
|
|
$
|
1.24
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
831,189,779
|
|
|
822,998,697
|
|
|
829,974,146
|
|
|
821,626,675
|
|
||||
Diluted
|
871,420,065
|
|
|
832,257,819
|
|
|
871,735,511
|
|
|
831,241,027
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating activities
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
550
|
|
|
$
|
366
|
|
|
$
|
1,829
|
|
|
$
|
1,070
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
1,416
|
|
|
1,568
|
|
|
4,499
|
|
|
4,695
|
|
||||
Stock-based compensation expense
|
82
|
|
|
59
|
|
|
221
|
|
|
171
|
|
||||
Deferred income tax expense
|
347
|
|
|
219
|
|
|
595
|
|
|
623
|
|
||||
Bad debt expense
|
123
|
|
|
118
|
|
|
298
|
|
|
358
|
|
||||
Losses from sales of receivables
|
67
|
|
|
59
|
|
|
242
|
|
|
157
|
|
||||
Deferred rent expense
|
21
|
|
|
32
|
|
|
61
|
|
|
97
|
|
||||
Gains on disposal of spectrum licenses
|
(29
|
)
|
|
(199
|
)
|
|
(67
|
)
|
|
(835
|
)
|
||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(119
|
)
|
|
(155
|
)
|
|
(166
|
)
|
|
(462
|
)
|
||||
Equipment installment plan receivables
|
(154
|
)
|
|
104
|
|
|
(520
|
)
|
|
556
|
|
||||
Inventories
|
113
|
|
|
301
|
|
|
(28
|
)
|
|
(497
|
)
|
||||
Deferred purchase price from sales of receivables
|
6
|
|
|
(16
|
)
|
|
(12
|
)
|
|
(199
|
)
|
||||
Other current and long-term assets
|
(184
|
)
|
|
(98
|
)
|
|
(330
|
)
|
|
31
|
|
||||
Accounts payable and accrued liabilities
|
(12
|
)
|
|
(731
|
)
|
|
(607
|
)
|
|
(1,568
|
)
|
||||
Other current and long term liabilities
|
60
|
|
|
112
|
|
|
(84
|
)
|
|
326
|
|
||||
Other, net
|
75
|
|
|
1
|
|
|
(27
|
)
|
|
10
|
|
||||
Net cash provided by operating activities
|
2,362
|
|
|
1,740
|
|
|
5,904
|
|
|
4,533
|
|
||||
Investing activities
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment, including capitalized interest of $29, $17, $111 and $71
|
(1,441
|
)
|
|
(1,159
|
)
|
|
(4,316
|
)
|
|
(3,843
|
)
|
||||
Purchases of spectrum licenses and other intangible assets, including deposits
|
(15
|
)
|
|
(705
|
)
|
|
(5,820
|
)
|
|
(3,544
|
)
|
||||
Sales of short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
||||
Other, net
|
1
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
||||
Net cash used in investing activities
|
(1,455
|
)
|
|
(1,859
|
)
|
|
(10,138
|
)
|
|
(4,386
|
)
|
||||
Financing activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt
|
500
|
|
|
—
|
|
|
10,480
|
|
|
997
|
|
||||
Proceeds from borrowing on revolving credit facility
|
1,055
|
|
|
—
|
|
|
2,910
|
|
|
—
|
|
||||
Repayments of revolving credit facility
|
(1,735
|
)
|
|
—
|
|
|
(2,910
|
)
|
|
—
|
|
||||
Repayments of capital lease obligations
|
(141
|
)
|
|
(54
|
)
|
|
(350
|
)
|
|
(133
|
)
|
||||
Repayments of short-term debt for purchases of inventory, property and equipment, net
|
(4
|
)
|
|
—
|
|
|
(296
|
)
|
|
(150
|
)
|
||||
Repayments of long-term debt
|
—
|
|
|
(5
|
)
|
|
(10,230
|
)
|
|
(15
|
)
|
||||
Tax withholdings on share-based awards
|
(6
|
)
|
|
(3
|
)
|
|
(101
|
)
|
|
(52
|
)
|
||||
Dividends on preferred stock
|
(13
|
)
|
|
(13
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Other, net
|
(5
|
)
|
|
8
|
|
|
11
|
|
|
17
|
|
||||
Net cash (used in) provided by financing activities
|
(349
|
)
|
|
(67
|
)
|
|
(527
|
)
|
|
623
|
|
||||
Change in cash and cash equivalents
|
558
|
|
|
(186
|
)
|
|
(4,761
|
)
|
|
770
|
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
Beginning of period
|
181
|
|
|
5,538
|
|
|
5,500
|
|
|
4,582
|
|
||||
End of period
|
$
|
739
|
|
|
$
|
5,352
|
|
|
$
|
739
|
|
|
$
|
5,352
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
||||||||
Interest payments, net of amounts capitalized, $0, $0, $79 and $0 of which recorded as debt discount (Note 7)
|
$
|
343
|
|
|
$
|
478
|
|
|
$
|
1,565
|
|
|
$
|
1,292
|
|
Income tax payments
|
2
|
|
|
4
|
|
|
23
|
|
|
23
|
|
||||
Changes in accounts payable for purchases of property and equipment
|
(141
|
)
|
|
(79
|
)
|
|
(458
|
)
|
|
(307
|
)
|
||||
Leased devices transferred from inventory to property and equipment
|
262
|
|
|
234
|
|
|
775
|
|
|
1,175
|
|
||||
Returned leased devices transferred from property and equipment to inventory
|
(165
|
)
|
|
(186
|
)
|
|
(635
|
)
|
|
(422
|
)
|
||||
Issuance of short-term debt for financing of property and equipment
|
1
|
|
|
—
|
|
|
291
|
|
|
150
|
|
||||
Assets acquired under capital lease obligations
|
138
|
|
|
384
|
|
|
735
|
|
|
679
|
|
|
Three Months Ended September 30, 2017
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||||
(in millions)
|
Unadjusted
|
|
Change in Accounting Principle
|
|
As Adjusted
|
|
As Filed
|
|
Change in Accounting Principle
|
|
As Adjusted
|
||||||||||||
Other revenues
|
$
|
198
|
|
|
$
|
74
|
|
|
$
|
272
|
|
|
$
|
165
|
|
|
$
|
59
|
|
|
$
|
224
|
|
Total revenues
|
9,945
|
|
|
74
|
|
|
10,019
|
|
|
9,246
|
|
|
59
|
|
|
9,305
|
|
||||||
Operating income
|
1,249
|
|
|
74
|
|
|
1,323
|
|
|
989
|
|
|
59
|
|
|
1,048
|
|
||||||
Interest income
|
76
|
|
|
(74
|
)
|
|
2
|
|
|
62
|
|
|
(59
|
)
|
|
3
|
|
||||||
Total other expense, net
|
(343
|
)
|
|
(74
|
)
|
|
(417
|
)
|
|
(391
|
)
|
|
(59
|
)
|
|
(450
|
)
|
||||||
Net income
|
550
|
|
|
—
|
|
|
550
|
|
|
366
|
|
|
—
|
|
|
366
|
|
|
Nine Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||||
(in millions)
|
Unadjusted
|
|
Change in Accounting Principle
|
|
As Adjusted
|
|
As Filed
|
|
Change in Accounting Principle
|
|
As Adjusted
|
||||||||||||
Other revenues
|
$
|
571
|
|
|
$
|
204
|
|
|
$
|
775
|
|
|
$
|
481
|
|
|
$
|
189
|
|
|
$
|
670
|
|
Total revenues
|
29,641
|
|
|
204
|
|
|
29,845
|
|
|
27,067
|
|
|
189
|
|
|
27,256
|
|
||||||
Operating income
|
3,572
|
|
|
204
|
|
|
3,776
|
|
|
2,860
|
|
|
189
|
|
|
3,049
|
|
||||||
Interest income
|
219
|
|
|
(204
|
)
|
|
15
|
|
|
198
|
|
|
(189
|
)
|
|
9
|
|
||||||
Total other expense, net
|
(1,125
|
)
|
|
(204
|
)
|
|
(1,329
|
)
|
|
(1,139
|
)
|
|
(189
|
)
|
|
(1,328
|
)
|
||||||
Net income
|
1,829
|
|
|
—
|
|
|
1,829
|
|
|
1,070
|
|
|
—
|
|
|
1,070
|
|
•
|
Whether our EIP contracts contain a significant financing component, which is similar to our current practice of imputing interest, and would similarly impact the amount of revenue recognized at the time of an EIP sale and whether or not a portion of the revenue is recognized as interest and included in other revenues, rather than equipment revenues. We currently expect to recognize the financing component in our EIP contracts, including those financing components that are not considered to be significant to the contract. We believe that this application will be consistent with our current practice of imputing interest.
|
•
|
As we currently expense contract acquisition costs, we believe that the requirement to defer incremental contract acquisition costs and recognize them over the term of the initial contract and anticipated renewal contracts to which the costs relate will have a significant impact to our consolidated financial statements. We plan to utilize the practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less which we expect will typically result in expensing commissions paid to acquire branded prepaid service contracts. Currently, we believe that incremental contract acquisition costs of approximately
$450 million
to
$550 million
that were incurred during the nine months ended September 30, 2017, which consists primarily of commissions paid to acquire branded postpaid service contracts, would require capitalization and amortization under the new standard. We expect that deferred contract costs will have an average amortization period of approximately
24
months, subject to being monitored and updated every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset will be assessed for impairment on a periodic basis.
|
•
|
We expect that promotional bill credits offered to customers on equipment sales that are paid over time and are contingent on the customer maintaining a service contract will result in extended service contracts, which impacts the allocation and timing of revenue recognition between service revenue and equipment revenue.
|
•
|
Overall, with the exception of the aforementioned impacts, we do not expect that the new standard will result in a substantive change to the method of allocation of contract revenues between various services and equipment, nor to the timing of when revenues are recognized for most of our service contracts.
|
(in millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
EIP receivables, gross
|
$
|
3,599
|
|
|
$
|
3,230
|
|
Unamortized imputed discount
|
(233
|
)
|
|
(195
|
)
|
||
EIP receivables, net of unamortized imputed discount
|
3,366
|
|
|
3,035
|
|
||
Allowance for credit losses
|
(130
|
)
|
|
(121
|
)
|
||
EIP receivables, net
|
$
|
3,236
|
|
|
$
|
2,914
|
|
|
|
|
|
||||
Classified on the balance sheet as:
|
|
|
|
||||
Equipment installment plan receivables, net
|
$
|
2,136
|
|
|
$
|
1,930
|
|
Equipment installment plan receivables due after one year, net
|
1,100
|
|
|
984
|
|
||
EIP receivables, net
|
$
|
3,236
|
|
|
$
|
2,914
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(in millions)
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
Unbilled
|
$
|
1,471
|
|
|
$
|
1,903
|
|
|
$
|
3,374
|
|
|
$
|
1,343
|
|
|
$
|
1,686
|
|
|
$
|
3,029
|
|
Billed – Current
|
60
|
|
|
90
|
|
|
150
|
|
|
51
|
|
|
77
|
|
|
128
|
|
||||||
Billed – Past Due
|
25
|
|
|
50
|
|
|
75
|
|
|
25
|
|
|
48
|
|
|
73
|
|
||||||
EIP receivables, gross
|
$
|
1,556
|
|
|
$
|
2,043
|
|
|
$
|
3,599
|
|
|
$
|
1,419
|
|
|
$
|
1,811
|
|
|
$
|
3,230
|
|
(in millions)
|
September 30,
2017 |
|
September 30,
2016 |
||||
Imputed discount and allowance for credit losses, beginning of period
|
$
|
316
|
|
|
$
|
333
|
|
Bad debt expense
|
215
|
|
|
185
|
|
||
Write-offs, net of recoveries
|
(205
|
)
|
|
(201
|
)
|
||
Change in imputed discount on short-term and long-term EIP receivables
|
163
|
|
|
103
|
|
||
Impacts from sales of EIP receivables
|
(126
|
)
|
|
(133
|
)
|
||
Imputed discount and allowance for credit losses, end of period
|
$
|
363
|
|
|
$
|
287
|
|
(in millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Other current assets
|
$
|
225
|
|
|
$
|
207
|
|
Accounts payable and accrued liabilities
|
13
|
|
|
17
|
|
||
Other current liabilities
|
155
|
|
|
129
|
|
(in millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Other current assets
|
$
|
357
|
|
|
$
|
371
|
|
Other assets
|
90
|
|
|
83
|
|
||
Other long-term liabilities
|
2
|
|
|
4
|
|
(in millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Derecognized net service receivables and EIP receivables
|
$
|
2,362
|
|
|
$
|
2,502
|
|
Other current assets
|
582
|
|
|
578
|
|
||
of which, deferred purchase price
|
581
|
|
|
576
|
|
||
Other long-term assets
|
90
|
|
|
83
|
|
||
of which, deferred purchase price
|
90
|
|
|
83
|
|
||
Accounts payable and accrued liabilities
|
13
|
|
|
17
|
|
||
Other current liabilities
|
155
|
|
|
129
|
|
||
Other long-term liabilities
|
2
|
|
|
4
|
|
||
Net cash proceeds since inception
|
1,963
|
|
|
2,030
|
|
||
Of which:
|
|
|
|
||||
Change in net cash proceeds during the year-to-date period
|
(67
|
)
|
|
536
|
|
||
Net cash proceeds funded by reinvested collections
|
2,030
|
|
|
1,494
|
|
(in millions)
|
Spectrum Licenses
|
||
Balance at December 31, 2016
|
$
|
27,014
|
|
Spectrum license acquisitions
|
8,247
|
|
|
Spectrum licenses transferred to held for sale
|
(271
|
)
|
|
Costs to clear spectrum
|
17
|
|
|
Balance at September 30, 2017
|
$
|
35,007
|
|
|
Level within the Fair Value Hierarchy
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(in millions)
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred purchase price assets
|
3
|
|
$
|
671
|
|
|
$
|
671
|
|
|
$
|
659
|
|
|
$
|
659
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Guarantee liabilities
|
3
|
|
121
|
|
|
121
|
|
|
135
|
|
|
135
|
|
|
Level within the Fair Value Hierarchy
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(in millions)
|
|
Principal Amount
|
|
Fair Value
|
|
Principal Amount
|
|
Fair Value
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Notes to third parties
|
1
|
|
$
|
11,850
|
|
|
$
|
12,605
|
|
|
$
|
18,600
|
|
|
$
|
19,584
|
|
Senior Notes to affiliates
|
2
|
|
7,500
|
|
|
7,897
|
|
|
—
|
|
|
—
|
|
||||
Incremental Term Loan Facility to affiliates
|
2
|
|
4,000
|
|
|
4,020
|
|
|
—
|
|
|
—
|
|
||||
Senior Reset Notes to affiliates
|
2
|
|
3,100
|
|
|
3,290
|
|
|
5,600
|
|
|
5,955
|
|
||||
Senior Secured Term Loans
|
2
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|
2,005
|
|
(in millions)
|
December 31,
2016 |
|
Issuances and Borrowings
(1)
|
|
Note Redemptions
(1)
|
|
Extinguishments
(1)
|
|
Repayments
|
|
Other
(2)
|
|
September 30,
2017 |
||||||||||||||
Short-term debt
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
|
$
|
224
|
|
|
$
|
558
|
|
Long-term debt
|
21,832
|
|
|
1,495
|
|
|
(8,365
|
)
|
|
(1,947
|
)
|
|
—
|
|
|
148
|
|
|
13,163
|
|
|||||||
Total debt to third parties
|
22,186
|
|
|
1,495
|
|
|
(8,365
|
)
|
|
(1,967
|
)
|
|
—
|
|
|
372
|
|
|
13,721
|
|
|||||||
Short-term debt to affiliates
|
—
|
|
|
2,910
|
|
|
—
|
|
|
—
|
|
|
(2,910
|
)
|
|
—
|
|
|
—
|
|
|||||||
Long-term debt to affiliates
|
5,600
|
|
|
8,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
14,586
|
|
|||||||
Total debt to affiliates
|
5,600
|
|
|
11,895
|
|
|
—
|
|
|
—
|
|
|
(2,910
|
)
|
|
1
|
|
|
14,586
|
|
|||||||
Total debt
|
$
|
27,786
|
|
|
$
|
13,390
|
|
|
$
|
(8,365
|
)
|
|
$
|
(1,967
|
)
|
|
$
|
(2,910
|
)
|
|
$
|
373
|
|
|
$
|
28,307
|
|
(1)
|
Issuances and borrowings, note redemptions and extinguishments are recorded net of related issuance costs, discounts and premiums. Issuances and borrowings for Short-term debt to affiliates represent net outstanding borrowings on our senior secured revolving credit facility.
|
(2)
|
Other includes:
$299 million
of issuances of short-term debt related to vendor financing arrangements, of which
$291 million
is related to financing of property and equipment. During the
nine months ended
September 30, 2017
, we repaid
$296 million
under the vendor financing arrangements. As of
September 30, 2017
, vendor financing arrangements totaled
$3 million
. Vendor financing arrangements are included in
Short-term debt
within
Total current liabilities
in our
Condensed Consolidated Balance Sheets
. Additional activity in Other includes capital leases and the amortization of discounts and premiums. As of
September 30, 2017
and
December 31, 2016
, capital lease liabilities totaled
$1.8 billion
and
$1.4 billion
, respectively.
|
(in millions)
|
Principal Issuances
|
|
Issuance Costs
|
|
Net Proceeds from Issuance of Long-Term Debt
|
||||||
4.000% Senior Notes due 2022
|
$
|
500
|
|
|
$
|
2
|
|
|
$
|
498
|
|
5.125% Senior Notes due 2025
|
500
|
|
|
2
|
|
|
498
|
|
|||
5.375% Senior Notes due 2027
|
500
|
|
|
1
|
|
|
499
|
|
|||
Total of Senior Notes Issued
|
$
|
1,500
|
|
|
$
|
5
|
|
|
$
|
1,495
|
|
(in millions)
|
Principal Amount
|
|
Write-off of Premiums, Discounts and Issuance Costs
(1)
|
|
Call Penalties
(1) (2)
|
|
Redemption
Date |
|
Redemption Price
|
|||||||
6.625% Senior Notes due 2020
|
$
|
1,000
|
|
|
$
|
(45
|
)
|
|
$
|
22
|
|
|
February 10, 2017
|
|
102.208
|
%
|
5.250% Senior Notes due 2018
|
500
|
|
|
1
|
|
|
7
|
|
|
March 4, 2017
|
|
101.313
|
%
|
|||
6.250% Senior Notes due 2021
|
1,750
|
|
|
(71
|
)
|
|
55
|
|
|
April 1, 2017
|
|
103.125
|
%
|
|||
6.464% Senior Notes due 2019
|
1,250
|
|
|
—
|
|
|
—
|
|
|
April 28, 2017
|
|
100.000
|
%
|
|||
6.542% Senior Notes due 2020
|
1,250
|
|
|
—
|
|
|
21
|
|
|
April 28, 2017
|
|
101.636
|
%
|
|||
6.633% Senior Notes due 2021
|
1,250
|
|
|
—
|
|
|
41
|
|
|
April 28, 2017
|
|
103.317
|
%
|
|||
6.731% Senior Notes due 2022
|
1,250
|
|
|
—
|
|
|
42
|
|
|
April 28, 2017
|
|
103.366
|
%
|
|||
Total note redemptions
|
$
|
8,250
|
|
|
$
|
(115
|
)
|
|
$
|
188
|
|
|
|
|
|
(1)
|
Write-off of premiums, discounts, issuance costs and call penalties are included in
Other income (expense), net
in our
Condensed Consolidated Statements of Comprehensive Income
. Write-off of premiums, discounts and issuance costs are included in
Other, net
within
Net cash provided by operating activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(2)
|
The call penalty is the excess paid over the principal amount. Call penalties are included within
Net cash provided by operating activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(in millions)
|
Net Proceeds from Issuance of Long-Term Debt
|
|
Extinguishments
|
|
Write-off of Discounts and Issuance Costs
(1)
|
||||||
LIBOR plus 2.00% Senior Secured Term Loan due 2022
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
LIBOR plus 2.00% Senior Secured Term Loan due 2024
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
LIBOR plus 2.750% Senior Secured Term Loan
(2)
|
—
|
|
|
(1,980
|
)
|
|
13
|
|
|||
Total
|
$
|
4,000
|
|
|
$
|
(1,980
|
)
|
|
$
|
13
|
|
(1)
|
Write-off of discounts and issuance costs are included in
Other income (expense), net
in our
Condensed Consolidated Statements of Comprehensive Income
and
Other, net
within
Net cash provided by operating activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(2)
|
Our Senior Secured Term Loan extinguished during the
nine months ended
September 30, 2017
was Third Party debt.
|
(in millions)
|
Principal Issuances (Redemptions)
|
|
Discounts
(1)
|
|
Net Proceeds from Issuance of Long-Term Debt
|
||||||
4.000% Senior Notes due 2022
|
$
|
1,000
|
|
|
$
|
(23
|
)
|
|
$
|
977
|
|
5.125% Senior Notes due 2025
|
1,250
|
|
|
(28
|
)
|
|
1,222
|
|
|||
5.375% Senior Notes due 2027
(2)
|
1,250
|
|
|
(28
|
)
|
|
1,222
|
|
|||
6.288% Senior Reset Notes due 2019
|
(1,250
|
)
|
|
—
|
|
|
(1,250
|
)
|
|||
6.366% Senior Reset Notes due 2020
|
(1,250
|
)
|
|
—
|
|
|
(1,250
|
)
|
|||
Total
|
$
|
1,000
|
|
|
$
|
(79
|
)
|
|
$
|
921
|
|
(1)
|
Discounts reduce
Proceeds from issuance of long-term debt
and are included within
Net cash (used in) provided by financing activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(2)
|
In April 2017, we issued to DT
$750 million
in aggregate principal amount of the
5.375% Senior Notes due 2027
, and in September 2017, we issued to DT the remaining
$500 million
in aggregate principal amount of the
5.375% Senior Notes due 2027
.
|
(in millions)
|
Principal Issuances
|
|
Premium
|
|
Net Proceeds from Issuance of Long-Term Debt
|
||||||
5.300% Senior Notes due 2021
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
2,000
|
|
6.000% Senior Notes due 2024
|
1,350
|
|
|
40
|
|
|
1,390
|
|
|||
6.000% Senior Notes due 2024
|
650
|
|
|
24
|
|
|
674
|
|
|||
Total
|
$
|
4,000
|
|
|
$
|
64
|
|
|
$
|
4,064
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except shares and per share amounts)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
550
|
|
|
$
|
366
|
|
|
$
|
1,829
|
|
|
$
|
1,070
|
|
Less: Dividends on mandatory convertible preferred stock
|
(13
|
)
|
|
(13
|
)
|
|
(41
|
)
|
|
(41
|
)
|
||||
Net income attributable to common stockholders - basic
|
537
|
|
|
353
|
|
|
1,788
|
|
|
1,029
|
|
||||
Add: Dividends related to mandatory convertible preferred stock
|
13
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Net income attributable to common stockholders - diluted
|
$
|
550
|
|
|
$
|
353
|
|
|
$
|
1,829
|
|
|
$
|
1,029
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
831,189,779
|
|
|
822,998,697
|
|
|
829,974,146
|
|
|
821,626,675
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Outstanding stock options and unvested stock awards
|
7,992,286
|
|
|
9,259,122
|
|
|
9,523,365
|
|
|
9,614,352
|
|
||||
Mandatory convertible preferred stock
|
32,238,000
|
|
|
—
|
|
|
32,238,000
|
|
|
—
|
|
||||
Weighted average shares outstanding - diluted
|
871,420,065
|
|
|
832,257,819
|
|
|
871,735,511
|
|
|
831,241,027
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share - basic
|
$
|
0.65
|
|
|
$
|
0.43
|
|
|
$
|
2.15
|
|
|
$
|
1.25
|
|
Earnings per share - diluted
|
$
|
0.63
|
|
|
$
|
0.42
|
|
|
$
|
2.10
|
|
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
||||||||
Potentially dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Outstanding stock options and unvested stock awards
|
—
|
|
|
278,675
|
|
|
4,760
|
|
|
287,375
|
|
||||
Mandatory convertible preferred stock
|
—
|
|
|
32,238,000
|
|
|
—
|
|
|
32,238,000
|
|
(in millions)
|
Operating Leases
|
|
Purchase Commitments
|
||||
Year ending September 30,
|
|
|
|
||||
2018
|
$
|
2,397
|
|
|
$
|
2,477
|
|
2019
|
2,153
|
|
|
1,210
|
|
||
2020
|
1,867
|
|
|
1,015
|
|
||
2021
|
1,472
|
|
|
759
|
|
||
2022
|
1,163
|
|
|
661
|
|
||
Thereafter
|
2,240
|
|
|
904
|
|
||
Total
|
$
|
11,292
|
|
|
$
|
7,026
|
|
(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.
|
(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.
|
(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
|
|
(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.
|
(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
|
|
(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.
|
(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
|
|
(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
|
|
(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
|
|
(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
|
|
•
|
adverse economic or political conditions in the U.S. and international markets;
|
•
|
competition in the wireless services market, including new competitors entering the industry as technologies converge;
|
•
|
the effects of any future merger or acquisition involving us, as well as the effects of mergers or acquisitions in the technology, media and telecommunications industry;
|
•
|
challenges in implementing our business strategies or funding our wireless operations, including payment for additional spectrum or network upgrades;
|
•
|
the possibility that we may be unable to renew our spectrum licenses on attractive terms or acquire new spectrum licenses at reasonable costs and terms;
|
•
|
difficulties in managing growth in wireless data services, including network quality;
|
•
|
material changes in available technology;
|
•
|
the timing, scope and financial impact of our deployment of advanced network and business technologies;
|
•
|
the impact on our networks and business from major technology equipment failures;
|
•
|
breaches of our and/or our third party vendors’ networks, information technology and data security;
|
•
|
natural disasters, terrorist attacks or similar incidents;
|
•
|
existing or future litigation;
|
•
|
any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks;
|
•
|
any disruption or failure of our third parties’ or key suppliers’ provisioning of products or services;
|
•
|
material adverse changes in labor matters, including labor campaigns, negotiations or additional organizing activity, and any resulting financial, operational and/or reputational impact;
|
•
|
the ability to make payments on our debt or to repay our existing indebtedness when due;
|
•
|
adverse change in the ratings of our debt securities or adverse conditions in the credit markets;
|
•
|
changes in accounting assumptions that regulatory agencies, including the Securities and Exchange Commission (“SEC”), may require, which could result in an impact on earnings; and
|
•
|
changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions.
|
•
|
A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
|
•
|
Context to the financial statements; and
|
•
|
Information that allows assessment of the likelihood that past performance is indicative of future performance.
|
(in millions, except per share amounts, ARPU, ABPU, and bad debt expense and losses from sales of receivables as a percentage of total revenues)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
2017
|
|
2017
|
|||||
Increase (Decrease)
|
|
|
|
||||
Revenues
|
|
|
|
||||
Branded postpaid revenues
|
$
|
(20
|
)
|
|
$
|
(20
|
)
|
Of which, branded postpaid phone revenues
|
(19
|
)
|
|
(19
|
)
|
||
Branded prepaid revenues
|
(11
|
)
|
|
(11
|
)
|
||
Total service revenues
|
(31
|
)
|
|
(31
|
)
|
||
Equipment revenues
|
(8
|
)
|
|
(8
|
)
|
||
Total revenues
|
$
|
(39
|
)
|
|
$
|
(39
|
)
|
|
|
|
|
||||
Operating expenses
|
|
|
|
||||
Cost of services
|
$
|
69
|
|
|
$
|
69
|
|
Cost of equipment sales
|
4
|
|
|
4
|
|
||
Selling, general and administrative
|
36
|
|
|
36
|
|
||
Of which, bad debt expense
|
20
|
|
|
20
|
|
||
Total operating expense
|
$
|
109
|
|
|
$
|
109
|
|
|
|
|
|
||||
Operating income
|
$
|
(148
|
)
|
|
$
|
(148
|
)
|
Net income
|
$
|
(90
|
)
|
|
$
|
(90
|
)
|
|
|
|
|
||||
Earnings per share - basic
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
Earnings per share - diluted
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
||||
Operating measures
|
|
|
|
||||
Bad debt expense and losses from sales of receivables as a percentage of total revenues
|
0.20
|
%
|
|
0.07
|
%
|
||
Branded postpaid phone ARPU
|
$
|
(0.19
|
)
|
|
$
|
(0.07
|
)
|
Branded postpaid ABPU
|
$
|
(0.18
|
)
|
|
$
|
(0.06
|
)
|
Branded prepaid ARPU
|
$
|
(0.18
|
)
|
|
$
|
(0.06
|
)
|
|
|
|
|
||||
Non-GAAP financial measures
|
|
|
|
||||
Adjusted EBITDA
|
$
|
(148
|
)
|
|
$
|
(148
|
)
|
•
|
Total revenues of
$10.0 billion
for the
three months ended
September 30, 2017
, increased
$714 million
, or
8%
. The increase was primarily driven by growth in service and equipment revenues as further discussed below. On September 1, 2016, we sold our marketing and distribution rights to certain existing T-Mobile co-branded customers to a current Mobile Virtual Network Operator (“MVNO”) partner for nominal consideration (the “MVNO Transaction”). The MVNO Transaction shifted Branded postpaid revenues to Wholesale revenues, but did not materially impact total revenues.
|
•
|
Service revenues of
$7.6 billion
for the
three months ended
September 30, 2017
, increased
$496 million
, or
7%
. The increase was primarily due to growth in our average branded customer base as a result of strong customer response to our Un-carrier initiatives, promotions and the success of our MetroPCS brand.
|
•
|
Equipment revenues of
$2.1 billion
for the
three months ended
September 30, 2017
, increased
$170 million
, or
9%
. The increase was primarily due to an increase from customer purchases of leased devices at the end of the lease term, the liquidation of returned customer handsets and a higher average revenue per device sold, partially offset by lower lease revenues.
|
•
|
Operating income of
$1.3 billion
for the
three months ended
September 30, 2017
, increased
$275 million
, or
26%
. The increase was primarily due to an increase in total service revenues and lower Depreciation and amortization, partially offset by higher Selling, general and administrative expenses, higher Cost of services expense and a decrease in
Gains on disposal of spectrum licenses
.
|
•
|
Net income of
$550 million
for the
three months ended
September 30, 2017
, increased
$184 million
, or
50%
. The increase was primarily due to higher operating income driven by the factors described above and a net decrease in interest expense, partially offset by higher income tax expense primarily due to an increase in income before income taxes and the negative impact from hurricanes. Net income
included
net, after-tax gains of
$18 million
and
$122 million
, for the
three months ended
September 30, 2017
and
2016
,
respectively.
|
•
|
Adjusted EBITDA (see “Performance Measures”), a non-GAAP financial measure, of
$2.8 billion
for the
three months ended
September 30, 2017
, increased
$133 million
, or
5%
. The increase was primarily due to higher operating income driven by the factors described above, partially offset by lower Gains on disposal of spectrum licenses. Adjusted EBITDA included pre-tax spectrum gains of
$29 million
and
$199 million
for the
three months ended
September 30, 2017
and
2016
, respectively.
|
•
|
Net cash provided by operating activities of
$2.4 billion
for the
three months ended
September 30, 2017
, increased
$622 million
, or
36%
(see “Liquidity and Capital Resources”).
|
•
|
Free Cash Flow, a non-GAAP financial measure, of
$921 million
for the
three months ended
September 30, 2017
, increased
$340 million
, or
59%
(see “Liquidity and Capital Resources”).
|
•
|
Total revenues of
$29.8 billion
for the
nine months ended
September 30, 2017
, increased
$2.6 billion
, or
9%
. The increase was primarily driven by growth in service and equipment revenues as further discussed below. On September 1, 2016, we sold our marketing and distribution rights to certain existing T-Mobile co-branded customers to a current Mobile Virtual Network Operator (“MVNO”) partner for nominal consideration (the “MVNO Transaction”). The MVNO Transaction shifted Branded postpaid revenues to Wholesale revenues, but did not materially impact total revenues.
|
•
|
Service revenues of
$22.4 billion
for the
nine months ended
September 30, 2017
, increased
$1.8 billion
, or
9%
. The increase was primarily due to growth in our average branded customer base as a result of strong customer response to our Un-carrier initiatives, promotions and the success of our MetroPCS brand.
|
•
|
Equipment revenues of
$6.7 billion
for the
nine months ended
September 30, 2017
, increased
$680 million
, or
11%
. The increase was primarily due to higher average revenue per device sold and an increase from customer purchases of leased devices at the end of the lease term, partially offset by lower lease revenues.
|
•
|
Operating income of
$3.8 billion
for the
nine months ended
September 30, 2017
, increased
$727 million
, or
24%
. The increase was primarily due to higher Total service revenues and lower Depreciation and amortization, partially offset by lower
Gains on disposal of spectrum licenses
and higher
Selling, general and administrative
and Cost of services expenses.
|
•
|
Net income of
$1.8 billion
for the
nine months ended
September 30, 2017
, increased
$759 million
, or
71%
. The increase was primarily due to higher operating income driven by the factors described above, a lower tax rate primarily due to a reduction in the valuation allowance against deferred tax assets and a net decrease in interest expense, partially offset by the negative impact from hurricanes. Net income
included net, after-tax gains of
$41 million
and
$511 million
, for the
nine months ended
September 30, 2017
and
2016
, respectively.
|
•
|
Adjusted EBITDA, a non-GAAP financial measure, of
$8.5 billion
for the
nine months ended
September 30, 2017
, increased
$470 million
, or
6%
. The increase was primarily due to higher operating income driven by the factors described above, partially offset by lower Gains on disposal of spectrum licenses. Adjusted EBITDA included pre-tax spectrum gains of
$67 million
and
$835 million
for the
nine months ended
September 30, 2017
and
2016
, respectively.
|
•
|
Net cash provided by operating activities of
$5.9 billion
for the
nine months ended
September 30, 2017
, increased
$1.4 billion
, or
30%
(see “Liquidity and Capital Resources”).
|
•
|
Free Cash Flow, a non-GAAP financial measure, of
$1.6 billion
for the
nine months ended
September 30, 2017
, increased
$898 million
, or
130%
(see “Liquidity and Capital Resources”).
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||
(in millions)
|
|
|
(As Adjusted - See Note 1)
|
|
|
|
|
|
(As Adjusted - See Note 1)
|
|
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Branded postpaid revenues
|
$
|
4,920
|
|
|
$
|
4,647
|
|
|
$
|
273
|
|
|
6
|
%
|
|
$
|
14,465
|
|
|
$
|
13,458
|
|
|
$
|
1,007
|
|
|
7
|
%
|
Branded prepaid revenues
|
2,376
|
|
|
2,182
|
|
|
194
|
|
|
9
|
%
|
|
7,009
|
|
|
6,326
|
|
|
683
|
|
|
11
|
%
|
||||||
Wholesale revenues
|
274
|
|
|
238
|
|
|
36
|
|
|
15
|
%
|
|
778
|
|
|
645
|
|
|
133
|
|
|
21
|
%
|
||||||
Roaming and other service revenues
|
59
|
|
|
66
|
|
|
(7
|
)
|
|
(11
|
)%
|
|
151
|
|
|
170
|
|
|
(19
|
)
|
|
(11
|
)%
|
||||||
Total service revenues
|
7,629
|
|
|
7,133
|
|
|
496
|
|
|
7
|
%
|
|
22,403
|
|
|
20,599
|
|
|
1,804
|
|
|
9
|
%
|
||||||
Equipment revenues
|
2,118
|
|
|
1,948
|
|
|
170
|
|
|
9
|
%
|
|
6,667
|
|
|
5,987
|
|
|
680
|
|
|
11
|
%
|
||||||
Other revenues
|
272
|
|
|
224
|
|
|
48
|
|
|
21
|
%
|
|
775
|
|
|
670
|
|
|
105
|
|
|
16
|
%
|
||||||
Total revenues
|
10,019
|
|
|
9,305
|
|
|
714
|
|
|
8
|
%
|
|
29,845
|
|
|
27,256
|
|
|
2,589
|
|
|
9
|
%
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of services, exclusive of depreciation and amortization shown separately below
|
1,594
|
|
|
1,436
|
|
|
158
|
|
|
11
|
%
|
|
4,520
|
|
|
4,286
|
|
|
234
|
|
|
5
|
%
|
||||||
Cost of equipment sales
|
2,617
|
|
|
2,539
|
|
|
78
|
|
|
3
|
%
|
|
8,149
|
|
|
7,532
|
|
|
617
|
|
|
8
|
%
|
||||||
Selling, general and administrative
|
3,098
|
|
|
2,898
|
|
|
200
|
|
|
7
|
%
|
|
8,968
|
|
|
8,419
|
|
|
549
|
|
|
7
|
%
|
||||||
Depreciation and amortization
|
1,416
|
|
|
1,568
|
|
|
(152
|
)
|
|
(10
|
)%
|
|
4,499
|
|
|
4,695
|
|
|
(196
|
)
|
|
(4
|
)%
|
||||||
Cost of MetroPCS business combination
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
NM
|
|
|
—
|
|
|
110
|
|
|
(110
|
)
|
|
NM
|
|
||||||
Gains on disposal of spectrum licenses
|
(29
|
)
|
|
(199
|
)
|
|
170
|
|
|
(85
|
)%
|
|
(67
|
)
|
|
(835
|
)
|
|
768
|
|
|
(92
|
)%
|
||||||
Total operating expense
|
8,696
|
|
|
8,257
|
|
|
439
|
|
|
5
|
%
|
|
26,069
|
|
|
24,207
|
|
|
1,862
|
|
|
8
|
%
|
||||||
Operating income
|
1,323
|
|
|
1,048
|
|
|
275
|
|
|
26
|
%
|
|
3,776
|
|
|
3,049
|
|
|
727
|
|
|
24
|
%
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
(253
|
)
|
|
(376
|
)
|
|
123
|
|
|
(33
|
)%
|
|
(857
|
)
|
|
(1,083
|
)
|
|
226
|
|
|
(21
|
)%
|
||||||
Interest expense to affiliates
|
(167
|
)
|
|
(76
|
)
|
|
(91
|
)
|
|
120
|
%
|
|
(398
|
)
|
|
(248
|
)
|
|
(150
|
)
|
|
60
|
%
|
||||||
Interest income
|
2
|
|
|
3
|
|
|
(1
|
)
|
|
(33
|
)%
|
|
15
|
|
|
9
|
|
|
6
|
|
|
67
|
%
|
||||||
Other income (expense), net
|
1
|
|
|
(1
|
)
|
|
2
|
|
|
NM
|
|
|
(89
|
)
|
|
(6
|
)
|
|
(83
|
)
|
|
NM
|
|
||||||
Total other expense, net
|
(417
|
)
|
|
(450
|
)
|
|
33
|
|
|
(7
|
)%
|
|
(1,329
|
)
|
|
(1,328
|
)
|
|
(1
|
)
|
|
—
|
%
|
||||||
Income before income taxes
|
906
|
|
|
598
|
|
|
308
|
|
|
52
|
%
|
|
2,447
|
|
|
1,721
|
|
|
726
|
|
|
42
|
%
|
||||||
Income tax expense
|
(356
|
)
|
|
(232
|
)
|
|
(124
|
)
|
|
53
|
%
|
|
(618
|
)
|
|
(651
|
)
|
|
33
|
|
|
(5
|
)%
|
||||||
Net income
|
$
|
550
|
|
|
$
|
366
|
|
|
$
|
184
|
|
|
50
|
%
|
|
$
|
1,829
|
|
|
$
|
1,070
|
|
|
$
|
759
|
|
|
71
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net cash provided by operating activities
|
$
|
2,362
|
|
|
$
|
1,740
|
|
|
$
|
622
|
|
|
36
|
%
|
|
$
|
5,904
|
|
|
$
|
4,533
|
|
|
$
|
1,371
|
|
|
30
|
%
|
Net cash used in investing activities
|
(1,455
|
)
|
|
(1,859
|
)
|
|
404
|
|
|
(22
|
)%
|
|
(10,138
|
)
|
|
(4,386
|
)
|
|
(5,752
|
)
|
|
131
|
%
|
||||||
Net cash (used in) provided by financing activities
|
(349
|
)
|
|
(67
|
)
|
|
(282
|
)
|
|
421
|
%
|
|
(527
|
)
|
|
623
|
|
|
(1,150
|
)
|
|
(185
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-GAAP Financial Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA
|
$
|
2,822
|
|
|
$
|
2,689
|
|
|
$
|
133
|
|
|
5
|
%
|
|
$
|
8,502
|
|
|
$
|
8,032
|
|
|
$
|
470
|
|
|
6
|
%
|
Free Cash Flow
|
921
|
|
|
581
|
|
|
340
|
|
|
59
|
%
|
|
1,588
|
|
|
690
|
|
|
898
|
|
|
130
|
%
|
•
|
Growth in the customer base driven by strong customer response to our Un-carrier initiatives and promotions for services and devices; and
|
•
|
The positive impact from a decrease in the non-cash net revenue deferral for Data Stash; partially offset by
|
•
|
The MVNO Transaction;
|
•
|
Lower branded postpaid phone average revenue per user (“ARPU”); and
|
•
|
The negative impact from hurricanes of
$20 million
.
|
•
|
Growth in the customer base driven by strong customer response to our Un-carrier initiatives and promotions for services and devices, including the growing success of our business channel, T-Mobile for Business; and
|
•
|
The positive impact from a decrease in the non-cash net revenue deferral for Data Stash; partially offset by
|
•
|
The MVNO Transaction; and
|
•
|
The negative impact from hurricanes of
$20 million
.
|
•
|
Higher average branded prepaid customers primarily driven by growth in the customer base; and
|
•
|
Higher branded prepaid ARPU from the success of our MetroPCS brand; partially offset by
|
•
|
The impact from the optimization of our third-party distribution channels; and
|
•
|
The negative impact from hurricanes of
$11 million
.
|
•
|
An increase of $137 million from the purchase of leased devices at the end of their lease term;
|
•
|
An increase of $116 million primarily related to proceeds from the liquidation of returned customer handsets in the third quarter of 2017;
|
•
|
An increase of $78 million in device sales revenues excluding purchased leased devices, primarily due to:
|
•
|
Higher average revenue per device sold primarily due to an Original Equipment Manufacturer (“OEM”) recall of its smartphone devices in the third quarter of 2016 and a decrea
se in promotional spending
; partially offset by
|
•
|
A 5% decrease in the number of devices sold. Device sales revenue is recognized at the time of sale;
and
|
•
|
An increase of $22 million in SIM and upgrade revenue; partially offset by
|
•
|
A decrease of $194 million in lease revenues from declining JUMP! On Demand population due to shifting focus to our EIP financing option beginning in the first quarter of 2016; and
|
•
|
The negative impact from hurricanes of
$8 million
.
|
•
|
An increase of $413 million in device sales revenues excluding purchased leased devices, primarily due to:
|
•
|
Higher average revenue per device sold primarily due to an increase in high-end device mix and an OEM recall of its smartphone devices in the third quarter of 2016, partially offset by an increase in promotional spending; partially offset by
|
•
|
A 1% decrease in the number of devices sold. Device sales revenue is recognized at the time of sale;
|
•
|
An increase of $366 million from the purchase of leased devices at the end of the lease term;
|
•
|
An increase of $137 million primarily related to proceeds from the liquidation of returned customer handsets in the third quarter of 2017; and
|
•
|
An increase of $117 million in SIM and upgrade revenue; partially offset by
|
•
|
A decrease of $345 million in lease revenues from declining JUMP! On Demand population due to shifting focus to our EIP financing option beginning in the first quarter of 2016; and
|
•
|
The negative impact from hurricanes of
$8 million
.
|
•
|
Higher lease expenses associated with our network expansion;
|
•
|
The negative impact from hurricanes of
$69 million
; partially offset by
|
•
|
Lower regulatory expenses.
|
•
|
Higher lease expenses associated with network expansion; and
|
•
|
The negative impact from hurricanes of
$69 million
;
partially offset by
|
•
|
Lower long distance and toll costs as we continue to renegotiate contracts with vendors; and
|
•
|
Lower regulatory expenses.
|
•
|
An increase of $66 million in device cost of equipment sales, excluding purchased leased devices, primarily due to:
|
•
|
A higher average cost per device sold primarily from an OEM recall of its smartphone devices in the third quarter of 2016; partially offset by
|
•
|
A 5% decrease in the number of devices sold; and
|
•
|
An increase of $58 million in lease device cost of equipment sales, primarily due to:
|
•
|
An increase in lease buyouts as leases began reaching their term dates in 2017; partially offset by
|
•
|
A decrease in device upgrades from fewer customers in the handset lease program.
|
•
|
These increases are partially offset by a decrease of $31 million in cost of equipment related to an increase in proceeds from the liquidation of returned customer handsets under our insurance programs; and
|
•
|
The negative impact from hurricanes of
$4 million
.
|
•
|
An increase of $483 million in device cost of equipment sales, excluding purchased leased devices, primarily due to:
|
•
|
A higher average cost per device sold primarily from an increase in high-end device mix and an OEM recall of its smartphone devices in the third quarter of 2016; partially offset by
|
•
|
A 1% decrease in the number of devices sold; and
|
•
|
An increase of $245 million in lease device cost of equipment sales, primarily due to:
|
•
|
An increase in lease buyouts as leases began reaching their term dates in 2017; partially offset by
|
•
|
A decrease in device upgrades from fewer customers in the handset lease program.
|
•
|
These increases are partially offset by a decrease of $69 million primarily due to inventory adjustments related to obsolete inventory; and
|
•
|
The negative impact from hurricanes of
$4 million
.
|
•
|
Lower depreciation expense related to our JUMP! On Demand program resulting from a lower number of devices under lease. Under our JUMP! On Demand program, the cost of a leased wireless device is depreciated over the lease term to its estimated residual value; partially offset by
|
•
|
The continued build-out of our 4G LTE network.
|
•
|
Operating income
, the components of which are discussed above and include the negative impact from hurricanes, increased
$275 million
, or
26%
, for the
three months ended
and
$727 million
, or
24%
, for the
nine months ended
September 30, 2017
.
The negative impact from the hurricanes for the
three and nine months ended
September 30, 2017
was approximately
$148 million
.
|
•
|
Income tax expense
increased
$124 million
, or
53%
, for the
three months ended
and decreased
$33 million
, or
5%
, for the
nine months ended
September 30, 2017
.
|
•
|
A lower effective tax rate which was
25.3%
and
37.8%
for the
nine months ended
September 30, 2017
and
2016
, respectively, primarily due to a reduction in the valuation allowance against deferred tax assets in certain state jurisdictions that resulted in the recognition of
$270 million
in tax benefits in the first quarter of
2017
and the recognition of an additional
$19 million
in tax benefits through the third quarter of
2017
. Total tax benefits related to the reduction in the valuation allowance were
$289 million
through
September 30, 2017
. The effective tax rate was further decreased by the recognition of
$62 million
of excess tax benefits related to share-based payments for the
nine months ended
September 30, 2017
, compared to
$24 million
for the same period in
2016
; partially offset by
|
•
|
Higher income before income taxes.
|
•
|
Interest expense
decreased
$123 million
, or
33%
,
for the
three months ended
and
$226 million
, or
21%
, for the
nine months ended
September 30, 2017
, primarily from:
|
•
|
The early extinguishment of our LIBOR plus 2.750% Senior Secured Term Loan and redemption of $8.3 billion of Senior Notes; partially offset by
|
•
|
The issuance of $1.5 billion of Senior Notes in March 2017.
|
•
|
The decrease for the
nine months ended
September 30, 2017
was also impacted by the issuance of $1.0 billion of Senior Notes in April 2016.
|
•
|
Interest expense to affiliates
increased
$91 million
, or
120%
, for the
three months ended
and
$150 million
, or
60%
, for the
nine months ended
September 30, 2017
, primarily from:
|
•
|
An increase in interest associated with a $4.0 billion secured Incremental Term Loan Facility with DT entered into in January 2017;
|
•
|
The issuance of $4.0 billion in Senior Notes to DT in May 2017; and
|
•
|
Draws on our Revolving Credit Facility; partially offset by
|
•
|
Lower interest rates achieved through refinancing $2.5 billion of Senior Reset Notes in April 2017.
|
•
|
The increase for the three months ended September 30, 2017, was also partially from the net issuance of $500 million in Senior Notes in April 2017.
|
•
|
Other income (expense), net
remained flat
for the
three months ended
and
increased
$83 million
for the
nine months ended
September 30, 2017
. The change for the
nine months ended
September 30, 2017
was primarily from:
|
•
|
A $73 million net loss recognized from the early redemption of certain Senior Notes; and
|
•
|
A $13 million net loss recognized from the refinancing of our outstanding Senior Secured Term Loans.
|
|
September 30,
2017 |
|
December 31,
2016 |
|
Change
|
|||||||||
(in millions)
|
|
|
$
|
|
%
|
|||||||||
Other current assets
|
$
|
576
|
|
|
$
|
565
|
|
|
$
|
11
|
|
|
2
|
%
|
Property and equipment, net
|
322
|
|
|
375
|
|
|
(53
|
)
|
|
(14
|
)%
|
|||
Tower obligations
|
2,204
|
|
|
2,221
|
|
|
(17
|
)
|
|
(1
|
)%
|
|||
Total stockholders' deficit
|
(1,386
|
)
|
|
(1,374
|
)
|
|
(12
|
)
|
|
1
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
$
|
|
%
|
2017
|
|
2016
|
$
|
|
%
|
|||||||||||||||||
Service revenues
|
$
|
527
|
|
|
$
|
520
|
|
|
$
|
7
|
|
|
1
|
%
|
|
$
|
1,580
|
|
|
$
|
1,500
|
|
|
$
|
80
|
|
|
5
|
%
|
Cost of equipment sales
|
241
|
|
|
300
|
|
|
(59
|
)
|
|
(20
|
)%
|
|
738
|
|
|
768
|
|
|
(30
|
)
|
|
(4
|
)%
|
||||||
Selling, general and administrative
|
209
|
|
|
227
|
|
|
(18
|
)
|
|
(8
|
)%
|
|
652
|
|
|
645
|
|
|
7
|
|
|
1
|
%
|
||||||
Total comprehensive income (loss)
|
40
|
|
|
(19
|
)
|
|
59
|
|
|
(311
|
)%
|
|
87
|
|
|
8
|
|
|
79
|
|
|
988
|
%
|
•
|
Higher
Service revenues
primarily due to the result of an increase in activity of the non-guarantor subsidiary that provides device insurance, primarily driven by growth in our customer base;
|
•
|
Lower
Cost of equipment sales
expenses primarily due to decrease in claims activity and lower device costs used; and
|
•
|
Lower
Selling, general and administrative
expenses primarily due to a decrease in program service fees, partially offset by higher costs to support our growing customer base.
|
•
|
Higher
Service revenues
primarily due to the result of an increase in activity of the non-guarantor subsidiary that provides device insurance, primarily driven by growth in our customer base;
|
•
|
Lower
Cost of equipment sales
expenses primarily due to lower non-return fees charged to the customer; and
|
•
|
Higher
Selling, general and administrative
expenses primarily due to higher costs to support our growing customer base, partially offset by a decrease in program service fees.
|
|
September 30,
2017 |
|
September 30,
2016 |
|
Change
|
||||||
(in thousands)
|
#
|
|
%
|
||||||||
Customers, end of period
|
|
|
|
|
|
|
|
||||
Branded postpaid phone customers
(1)
|
33,223
|
|
|
30,364
|
|
|
2,859
|
|
|
9
|
%
|
Branded postpaid other customers
(1)
|
3,752
|
|
|
2,866
|
|
|
886
|
|
|
31
|
%
|
Total branded postpaid customers
|
36,975
|
|
|
33,230
|
|
|
3,745
|
|
|
11
|
%
|
Branded prepaid customers
|
20,519
|
|
|
19,272
|
|
|
1,247
|
|
|
6
|
%
|
Total branded customers
|
57,494
|
|
|
52,502
|
|
|
4,992
|
|
|
10
|
%
|
Wholesale customers
|
13,237
|
|
|
16,852
|
|
|
(3,615
|
)
|
|
(21
|
)%
|
Total customers, end of period
|
70,731
|
|
|
69,354
|
|
|
1,377
|
|
|
2
|
%
|
Adjustments to branded postpaid phone customers
(2)
|
—
|
|
|
(1,365
|
)
|
|
1,365
|
|
|
|
|
Adjustments to branded prepaid customers
(2)
|
—
|
|
|
(326
|
)
|
|
326
|
|
|
|
|
Adjustments to wholesale customers
(2) (3)
|
(160
|
)
|
|
1,691
|
|
|
(1,851
|
)
|
|
|
(1)
|
During the third quarter of 2017, we retitled our “Branded postpaid mobile broadband customers” category to “Branded postpaid other customers” and reclassified
253,000
DIGITS customers from our “Branded postpaid phone customers” category for the second quarter of 2017, when the DIGITS product was released.
|
(2)
|
The MVNO Transaction resulted in a transfer of branded postpaid phone customers and branded prepaid customers to wholesale customers on September 1, 2016. Prospectively from September 1, 2016, net customer additions for these customers are included within Wholesale customers.
|
(3)
|
We believe current and future regulatory changes have made the Lifeline program offered by our wholesale partners uneconomical. We will continue to support our wholesale partners offering the Lifeline program, but have excluded the Lifeline customers from our reported wholesale subscriber base resulting in the removal of
160,000
and
4,368,000
reported wholesale customers as of the beginning of the third quarter of 2017 and the beginning of the second quarter of 2017, respectively. No further Lifeline adjustments are expected in future periods.
|
•
|
Higher branded postpaid phone customers driven by strong customer response to our Un-carrier initiatives and promotional activities and the growing success of our business channel, T-Mobile for Business, partially offset by increased competitive activity in the marketplace and less reliance on add a line promotions;
|
•
|
Higher branded prepaid customers driven by the continued success of our MetroPCS brand and continued growth from our distribution expansion, partially offset by the optimization of our third-party distribution channels; and
|
•
|
Higher branded postpaid other customers primarily due to the launch of SyncUP DRIVE
TM
and DIGITS.
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
#
|
|
%
|
2017
|
|
2016
|
#
|
|
%
|
|||||||||||
Net customer additions (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Branded postpaid phone customers
(1)
|
595
|
|
|
851
|
|
|
(256
|
)
|
|
(30
|
)%
|
|
1,926
|
|
|
2,374
|
|
|
(448
|
)
|
|
(19
|
)%
|
Branded postpaid other customers
(1)
|
222
|
|
|
118
|
|
|
104
|
|
|
88
|
%
|
|
622
|
|
|
526
|
|
|
96
|
|
|
18
|
%
|
Total branded postpaid customers
|
817
|
|
|
969
|
|
|
(152
|
)
|
|
(16
|
)%
|
|
2,548
|
|
|
2,900
|
|
|
(352
|
)
|
|
(12
|
)%
|
Branded prepaid customers
|
226
|
|
|
684
|
|
|
(458
|
)
|
|
(67
|
)%
|
|
706
|
|
|
1,967
|
|
|
(1,261
|
)
|
|
(64
|
)%
|
Total branded customers
|
1,043
|
|
|
1,653
|
|
|
(610
|
)
|
|
(37
|
)%
|
|
3,254
|
|
|
4,867
|
|
|
(1,613
|
)
|
|
(33
|
)%
|
Wholesale customers
(2)
|
286
|
|
|
317
|
|
|
(31
|
)
|
|
(10
|
)%
|
|
550
|
|
|
1,205
|
|
|
(655
|
)
|
|
(54
|
)%
|
Total net customer additions
|
1,329
|
|
|
1,970
|
|
|
(641
|
)
|
|
(33
|
)%
|
|
3,804
|
|
|
6,072
|
|
|
(2,268
|
)
|
|
(37
|
)%
|
Adjustments to branded postpaid phone customers
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(253
|
)
|
|
—
|
|
|
(253
|
)
|
|
|
||
Adjustments to branded postpaid other customers
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
253
|
|
|
—
|
|
|
253
|
|
|
|
(1)
|
During the third quarter of 2017, we retitled our “Branded postpaid mobile broadband customers” category to “Branded postpaid other customers” and reclassified
253,000
DIGITS customer net additions from our “Branded postpaid phone customers” category for the second quarter of 2017, when the DIGITS product was released.
|
(2)
|
Net customer activity for Lifeline was excluded beginning in the second quarter of 2017 due to our determination based upon changes in the applicable government regulations that the Lifeline program offered by our wholesale partners is uneconomical.
|
•
|
Lower branded prepaid net customer additions primarily due to higher MetroPCS deactivations from a growing customer base and increased competitive activity in the marketplace, and
|
•
|
Lower branded postpaid phone net customer additions primarily due to lower gross customer additions from increased competitive activity in the marketplace, the split and shift in iPhone launch timing, and the negative impact from hurricanes; partially offset by
|
•
|
Higher branded postpaid other net customer additions primarily driven by strength of SyncUP DRIVE
TM
launched in the fourth quarter of 2016 as well as the launch of DIGITS in the second quarter of 2017.
|
•
|
Lower branded prepaid net customer additions primarily due to higher MetroPCS deactivations from a growing customer base and increased competitive activity in the marketplace. Additional decreases resulted from the optimization of our third party distribution channels, and
|
•
|
Lower branded postpaid phone net customer additions primarily due to lower gross customer additions from increased competitive activity in the marketplace and lower customer migrations, partially offset by lower deactivations; partially offset by
|
•
|
Higher branded postpaid other net customer additions primarily driven by strength of SyncUP DRIVE
TM
launched in the fourth quarter of 2016 as well as the launch of DIGITS in the second quarter of 2017, partially offset by overall market softness of tablets.
|
|
September 30,
2017 |
|
September 30,
2016 |
|
Change
|
||||||
|
|
#
|
|
%
|
|||||||
Branded postpaid customers per account
|
2.92
|
|
|
2.78
|
|
|
0.14
|
|
|
5
|
%
|
|
Three Months Ended September 30,
|
|
Bps Change
|
|
Nine Months Ended September 30,
|
|
Bps Change
|
||||||||
2017
|
|
2016
|
2017
|
|
2016
|
||||||||||
Branded postpaid phone churn
|
1.23
|
%
|
|
1.32
|
%
|
|
-9 bps
|
|
1.18
|
%
|
|
1.30
|
%
|
|
-12 bps
|
Branded prepaid churn
|
4.25
|
%
|
|
3.82
|
%
|
|
43 bps
|
|
4.06
|
%
|
|
3.86
|
%
|
|
20 bps
|
(in millions, except average number of customers, ARPU and ABPU)
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||||||||||
Calculation of Branded Postpaid Phone ARPU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Branded postpaid service revenues
|
$
|
4,920
|
|
|
$
|
4,647
|
|
|
$
|
273
|
|
|
6
|
%
|
|
$
|
14,465
|
|
|
$
|
13,458
|
|
|
$
|
1,007
|
|
|
7
|
%
|
Less: Branded postpaid other revenues
|
(294
|
)
|
|
(193
|
)
|
|
(101
|
)
|
|
52
|
%
|
|
(774
|
)
|
|
(568
|
)
|
|
(206
|
)
|
|
36
|
%
|
||||||
Branded postpaid phone service revenues
|
$
|
4,626
|
|
|
$
|
4,454
|
|
|
$
|
172
|
|
|
4
|
%
|
|
$
|
13,691
|
|
|
$
|
12,890
|
|
|
$
|
801
|
|
|
6
|
%
|
Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
|
32,852
|
|
|
30,836
|
|
|
2,016
|
|
|
7
|
%
|
|
32,248
|
|
|
30,364
|
|
|
1,884
|
|
|
6
|
%
|
||||||
Branded postpaid phone ARPU
(1)
|
$
|
46.93
|
|
|
$
|
48.15
|
|
|
$
|
(1.22
|
)
|
|
(3
|
)%
|
|
$
|
47.17
|
|
|
$
|
47.17
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calculation of Branded Postpaid ABPU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Branded postpaid service revenues
|
$
|
4,920
|
|
|
$
|
4,647
|
|
|
$
|
273
|
|
|
6
|
%
|
|
$
|
14,465
|
|
|
$
|
13,458
|
|
|
$
|
1,007
|
|
|
7
|
%
|
EIP billings
|
1,481
|
|
|
1,394
|
|
|
87
|
|
|
6
|
%
|
|
4,285
|
|
|
4,062
|
|
|
223
|
|
|
5
|
%
|
||||||
Lease revenues
|
159
|
|
|
353
|
|
|
(194
|
)
|
|
(55
|
)%
|
|
717
|
|
|
1,062
|
|
|
(345
|
)
|
|
(32
|
)%
|
||||||
Total billings for branded postpaid customers
|
$
|
6,560
|
|
|
$
|
6,394
|
|
|
$
|
166
|
|
|
3
|
%
|
|
$
|
19,467
|
|
|
$
|
18,582
|
|
|
$
|
885
|
|
|
5
|
%
|
Divided by: Average number of branded postpaid customers (in thousands) and number of months in period
|
36,505
|
|
|
33,632
|
|
|
2,873
|
|
|
9
|
%
|
|
35,627
|
|
|
32,966
|
|
|
2,661
|
|
|
8
|
%
|
||||||
Branded postpaid ABPU
|
$
|
59.89
|
|
|
$
|
63.38
|
|
|
$
|
(3.49
|
)
|
|
(6
|
)%
|
|
$
|
60.71
|
|
|
$
|
62.63
|
|
|
$
|
(1.92
|
)
|
|
(3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Calculation of Branded Prepaid ARPU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Branded prepaid service revenues
|
$
|
2,376
|
|
|
$
|
2,182
|
|
|
$
|
194
|
|
|
9
|
%
|
|
$
|
7,009
|
|
|
$
|
6,326
|
|
|
$
|
683
|
|
|
11
|
%
|
Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
|
20,336
|
|
|
19,134
|
|
|
1,202
|
|
|
6
|
%
|
|
20,119
|
|
|
18,586
|
|
|
1,533
|
|
|
8
|
%
|
||||||
Branded prepaid ARPU
|
$
|
38.93
|
|
|
$
|
38.01
|
|
|
$
|
0.92
|
|
|
2
|
%
|
|
$
|
38.71
|
|
|
$
|
37.82
|
|
|
$
|
0.89
|
|
|
2
|
%
|
(1)
|
Branded postpaid phone ARPU includes the reclassification of
43,000
DIGITS average customers and related revenue to the “Branded postpaid other customers” category for the second quarter of 2017.
|
•
|
The continued adoption of T-Mobile ONE including taxes and fees and dilution from promotional activities; and
|
•
|
The negative impact from hurricanes of $0.19; partially offset by
|
•
|
The transfer of customers as part of the MVNO transaction as those customers had lower ARPU; and
|
•
|
A decrease in the non-cash net revenue deferral for Data Stash.
|
•
|
A decrease in the non-cash net revenue deferral for Data Stash;
|
•
|
The transfer of customers as part of the MVNO transaction as those customers had lower ARPU; offset by
|
•
|
The continued adoption of T-Mobile ONE including taxes and fees and dilution from promotional activities; and
|
•
|
The negative impact from hurricanes of $0.07.
|
•
|
Lower lease revenues;
|
•
|
Lower branded postpaid phone ARPU;
|
•
|
Growth in the branded postpaid other customer base with lower ARPU; and
|
•
|
The negative impact from hurricanes of $0.18.
|
•
|
Lower lease revenues;
|
•
|
Growth in the branded postpaid other customer base with lower ARPU; and
|
•
|
The negative impact from hurricanes of $0.06.
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||
Net income
|
$
|
550
|
|
|
$
|
366
|
|
|
$
|
184
|
|
|
50
|
%
|
|
$
|
1,829
|
|
|
$
|
1,070
|
|
|
$
|
759
|
|
|
71
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
253
|
|
|
376
|
|
|
(123
|
)
|
|
(33
|
)%
|
|
857
|
|
|
1,083
|
|
|
(226
|
)
|
|
(21
|
)%
|
||||||
Interest expense to affiliates
|
167
|
|
|
76
|
|
|
91
|
|
|
120
|
%
|
|
398
|
|
|
248
|
|
|
150
|
|
|
60
|
%
|
||||||
Interest income
(1)
|
(2
|
)
|
|
(3
|
)
|
|
1
|
|
|
(33
|
)%
|
|
(15
|
)
|
|
(9
|
)
|
|
(6
|
)
|
|
67
|
%
|
||||||
Other (income) expense, net
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
(200
|
)%
|
|
89
|
|
|
6
|
|
|
83
|
|
|
1,383
|
%
|
||||||
Income tax expense
|
356
|
|
|
232
|
|
|
124
|
|
|
53
|
%
|
|
618
|
|
|
651
|
|
|
(33
|
)
|
|
(5
|
)%
|
||||||
Operating income
(1)
|
1,323
|
|
|
1,048
|
|
|
275
|
|
|
26
|
%
|
|
3,776
|
|
|
3,049
|
|
|
727
|
|
|
24
|
%
|
||||||
Depreciation and amortization
|
1,416
|
|
|
1,568
|
|
|
(152
|
)
|
|
(10
|
)%
|
|
4,499
|
|
|
4,695
|
|
|
(196
|
)
|
|
(4
|
)%
|
||||||
Cost of MetroPCS business combination
(2)
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
(100
|
)%
|
|
—
|
|
|
110
|
|
|
(110
|
)
|
|
(100
|
)%
|
||||||
Stock-based compensation
(3)
|
83
|
|
|
57
|
|
|
26
|
|
|
46
|
%
|
|
222
|
|
|
171
|
|
|
51
|
|
|
30
|
%
|
||||||
Other, net
(3)
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(100
|
)%
|
|
5
|
|
|
7
|
|
|
(2
|
)
|
|
(29
|
)%
|
||||||
Adjusted EBITDA
(1)
|
$
|
2,822
|
|
|
$
|
2,689
|
|
|
$
|
133
|
|
|
5
|
%
|
|
$
|
8,502
|
|
|
$
|
8,032
|
|
|
$
|
470
|
|
|
6
|
%
|
Net income margin (Net income divided by service revenues)
|
7
|
%
|
|
5
|
%
|
|
|
|
|
200 bps
|
|
|
8
|
%
|
|
5
|
%
|
|
|
|
|
300 bps
|
|
||||||
Adjusted EBITDA margin (Adjusted EBITDA divided by service revenues)
(1)
|
37
|
%
|
|
38
|
%
|
|
|
|
|
-100 bps
|
|
|
38
|
%
|
|
39
|
%
|
|
|
|
|
-100 bps
|
|
(1)
|
The amortized imputed discount on EIP receivables previously recognized as Interest income has been retrospectively re-classified as Other revenues. See
Note 1 - Basis of Presentation
of the
Notes to the Condensed Consolidated Financial Statements
and table below for further detail.
|
(2)
|
Beginning in the first quarter of 2017, the Company will no longer separately present Cost of MetroPCS business combination as it is insignificant.
|
(3)
|
Stock-based compensation includes payroll tax impacts and may not agree to stock-based compensation expense in the consolidated financial statements. Other, net may not agree to the
Condensed Consolidated Statements of Comprehensive Income
primarily due to certain non-routine operating activities, such as other special items that would not be expected to reoccur, and are therefore excluded in Adjusted EBITDA.
|
•
|
An increase in branded postpaid and prepaid service revenues primarily due to strong customer response to our Un-carrier initiatives, the ongoing success of our promotional activities, and the continued strength of our MetroPCS brand; and
|
•
|
Lower losses on equipment; partially offset by
|
•
|
Higher selling, general and administrative expenses;
|
•
|
Higher cost of services expense;
|
•
|
Lower gains on disposal of spectrum licenses of
$170 million
; gains on disposal were
$29 million
for the
three months ended
September 30, 2017
, compared to
$199 million
in the same period in
2016
; and
|
•
|
The negative impact from hurricanes of
$148 million
.
|
•
|
An increase in branded postpaid and prepaid service revenues primarily due to strong customer response to our Un-carrier initiatives, the ongoing success of our promotional activities, and the continued strength of our MetroPCS brand; and
|
•
|
Higher wholesale revenues; partially offset by
|
•
|
Lower gains on disposal of spectrum licenses of
$768 million
; gains on disposal were
$67 million
for the
nine months ended
September 30, 2017
, compared to
$835 million
in the same period in
2016
;
|
•
|
Higher selling, general and administrative expenses;
|
•
|
Higher cost of services expense; and
|
•
|
The negative impact from hurricanes of
$148 million
.
|
|
Three Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||||
(in millions)
|
As Filed
|
|
Change in Accounting Principle
|
|
As Adjusted
|
|
As Filed
|
|
Change in Accounting Principle
|
|
As Adjusted
|
||||||||||||
Operating income
|
$
|
989
|
|
|
$
|
59
|
|
|
$
|
1,048
|
|
|
$
|
2,860
|
|
|
$
|
189
|
|
|
$
|
3,049
|
|
Interest income
|
62
|
|
|
(59
|
)
|
|
3
|
|
|
198
|
|
|
(189
|
)
|
|
9
|
|
||||||
Net income
|
366
|
|
|
—
|
|
|
366
|
|
|
1,070
|
|
|
—
|
|
|
1,070
|
|
||||||
Net income as a percentage of service revenue
|
5
|
%
|
|
—
|
%
|
|
5
|
%
|
|
5
|
%
|
|
—
|
%
|
|
5
|
%
|
||||||
Adjusted EBITDA
|
2,630
|
|
|
59
|
|
|
2,689
|
|
|
7,843
|
|
|
189
|
|
|
8,032
|
|
||||||
Adjusted EBITDA margin (Adjusted EBITDA divided by service revenues)
|
37
|
%
|
|
1
|
%
|
|
38
|
%
|
|
38
|
%
|
|
1
|
%
|
|
39
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||
Net cash provided by operating activities
|
$
|
2,362
|
|
|
$
|
1,740
|
|
|
$
|
622
|
|
|
36
|
%
|
|
$
|
5,904
|
|
|
$
|
4,533
|
|
|
$
|
1,371
|
|
|
30
|
%
|
Net cash used in investing activities
|
(1,455
|
)
|
|
(1,859
|
)
|
|
404
|
|
|
(22
|
)%
|
|
(10,138
|
)
|
|
(4,386
|
)
|
|
(5,752
|
)
|
|
131
|
%
|
||||||
Net cash (used in) provided by financing activities
|
(349
|
)
|
|
(67
|
)
|
|
(282
|
)
|
|
421
|
%
|
|
(527
|
)
|
|
623
|
|
|
(1,150
|
)
|
|
(185
|
)%
|
•
|
Higher net income and higher non-cash adjustments to net income
and
a lower net use from working capital changes.
|
•
|
Higher Net income and higher non-cash adjustments to net income including from lower
Gains on disposal of spectrum licenses
and Depreciation and amortization. In total, changes in working capital were relatively flat as improvements in
Accounts payable and accrued liabilities
and Inventories were partially offset by changes in
Equipment installment plan receivables
.
The change in EIP receivables was primarily due to a decrease in net cash proceeds from the sale of EIP receivables as the
nine months ended
September 30, 2016
benefited from net cash proceeds of
$366 million
primarily related to upsizing of the EIP securitization facility as well as an increase in devices financed on EIP
.
|
•
|
A
$690 million
decrease in
Purchases of spectrum licenses and other intangible assets, including deposits; partially offset by
|
•
|
A
$282 million
increase in Purchases of property and equipment, including capitalized interest.
|
•
|
A
$3.0 billion
decrease in
Sales of short-term investments
;
|
•
|
A
$2.3 billion
increase in
Purchases of spectrum licenses and other intangible assets, including deposits
,
primarily driven by our winning bid for
1,525
licenses in the 600 MHz spectrum auction during the second quarter of 2017; and
|
•
|
A
$473 million
increase in Purchases of property and equipment, including capitalized interest.
|
•
|
$1.7 billion
for Repayments of our revolving credit facility
; partially offset by
|
•
|
$1.1 billion
in Proceeds from borrowing on our revolving credit facility; and
|
•
|
$500 million
in
Proceeds from issuance of long-term debt
.
|
•
|
$10.2 billion
for
Repayments of long-term debt
;
|
•
|
$2.9 billion
for Repayments of our revolving credit facility;
|
•
|
$350 million
for
Repayments of capital lease obligations
; and
|
•
|
$296 million
for
Repayments of short-term debt for purchases of inventory, property and equipment, net
; partially offset by
|
•
|
$10.5 billion
in
Proceeds from issuance of long-term debt
; and
|
•
|
$2.9 billion
in Proceeds from borrowing on our revolving credit facility.
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||
Net cash provided by operating activities
|
$
|
2,362
|
|
|
$
|
1,740
|
|
|
$
|
622
|
|
|
36
|
%
|
|
$
|
5,904
|
|
|
$
|
4,533
|
|
|
$
|
1,371
|
|
|
30
|
%
|
Cash purchases of property and equipment
|
(1,441
|
)
|
|
(1,159
|
)
|
|
(282
|
)
|
|
24
|
%
|
|
(4,316
|
)
|
|
(3,843
|
)
|
|
(473
|
)
|
|
12
|
%
|
||||||
Free Cash Flow
|
$
|
921
|
|
|
$
|
581
|
|
|
$
|
340
|
|
|
59
|
%
|
|
$
|
1,588
|
|
|
$
|
690
|
|
|
$
|
898
|
|
|
130
|
%
|
(in millions)
|
December 31,
2016 |
|
Issuances and Borrowings
(1)
|
|
Note Redemptions
(1)
|
|
Extinguishments
(1)
|
|
Repayments
|
|
Other
(2)
|
|
September 30,
2017 |
||||||||||||||
Short-term debt
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
|
$
|
224
|
|
|
$
|
558
|
|
Long-term debt
|
21,832
|
|
|
1,495
|
|
|
(8,365
|
)
|
|
(1,947
|
)
|
|
—
|
|
|
148
|
|
|
13,163
|
|
|||||||
Total debt to third parties
|
22,186
|
|
|
1,495
|
|
|
(8,365
|
)
|
|
(1,967
|
)
|
|
—
|
|
|
372
|
|
|
13,721
|
|
|||||||
Short-term debt to affiliates
|
—
|
|
|
2,910
|
|
|
—
|
|
|
—
|
|
|
(2,910
|
)
|
|
—
|
|
|
—
|
|
|||||||
Long-term debt to affiliates
|
5,600
|
|
|
8,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
14,586
|
|
|||||||
Total debt to affiliates
|
5,600
|
|
|
11,895
|
|
|
—
|
|
|
—
|
|
|
(2,910
|
)
|
|
1
|
|
|
14,586
|
|
|||||||
Total debt
|
$
|
27,786
|
|
|
$
|
13,390
|
|
|
$
|
(8,365
|
)
|
|
$
|
(1,967
|
)
|
|
$
|
(2,910
|
)
|
|
$
|
373
|
|
|
$
|
28,307
|
|
(1)
|
Issuances and borrowings, note redemptions and extinguishments are recorded net of related issuance costs, discounts and premiums. Issuances and borrowings for Short-term debt to affiliates represent net outstanding borrowings on our senior secured revolving credit facility.
|
(2)
|
Other includes:
$299 million
issuances of short-term debt related to vendor financing arrangements, of which
$291 million
is related to financing of property and equipment. During the
nine months ended
September 30, 2017
, we repaid
$296 million
under the vendor financing arrangements. As of
September 30, 2017
, vendor financing arrangements totaled
$3 million
. Vendor financing arrangements are included in
Short-term debt
within
Total current liabilities
in our
Condensed Consolidated Balance Sheets
. Additional activity in Other includes capital leases and the amortization of discounts and premiums. As of
September 30, 2017
and
December 31, 2016
, capital lease liabilities totaled
$1.8 billion
and
$1.4 billion
, respectively.
|
(in millions)
|
Principal Issuances
|
|
Issuance Costs
|
|
Net Proceeds from Issuance of Long-Term Debt
|
||||||
4.000% Senior Notes due 2022
|
$
|
500
|
|
|
$
|
2
|
|
|
$
|
498
|
|
5.125% Senior Notes due 2025
|
500
|
|
|
2
|
|
|
498
|
|
|||
5.375% Senior Notes due 2027
|
500
|
|
|
1
|
|
|
499
|
|
|||
Total of Senior Notes Issued
|
$
|
1,500
|
|
|
$
|
5
|
|
|
$
|
1,495
|
|
(in millions)
|
Principal Amount
|
|
Write-off of Premiums, Discounts and Issuance Costs
(1)
|
|
Call Penalties
(1) (2)
|
|
Redemption
Date |
|
Redemption Price
|
|||||||
6.625% Senior Notes due 2020
|
$
|
1,000
|
|
|
$
|
(45
|
)
|
|
$
|
22
|
|
|
February 10, 2017
|
|
102.208
|
%
|
5.250% Senior Notes due 2018
|
500
|
|
|
1
|
|
|
7
|
|
|
March 4, 2017
|
|
101.313
|
%
|
|||
6.250% Senior Notes due 2021
|
1,750
|
|
|
(71
|
)
|
|
55
|
|
|
April 1, 2017
|
|
103.125
|
%
|
|||
6.464% Senior Notes due 2019
|
1,250
|
|
|
—
|
|
|
—
|
|
|
April 28, 2017
|
|
100.000
|
%
|
|||
6.542% Senior Notes due 2020
|
1,250
|
|
|
—
|
|
|
21
|
|
|
April 28, 2017
|
|
101.636
|
%
|
|||
6.633% Senior Notes due 2021
|
1,250
|
|
|
—
|
|
|
41
|
|
|
April 28, 2017
|
|
103.317
|
%
|
|||
6.731% Senior Notes due 2022
|
1,250
|
|
|
—
|
|
|
42
|
|
|
April 28, 2017
|
|
103.366
|
%
|
|||
Total note redemptions
|
$
|
8,250
|
|
|
$
|
(115
|
)
|
|
$
|
188
|
|
|
|
|
|
(1)
|
Write-off of premiums, discounts, issuance costs and call penalties are included in
Other income (expense), net
in our
Condensed Consolidated Statements of Comprehensive Income
. Write-off of premiums, discounts and issuance costs are included in
Other, net
within
Net cash provided by operating activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(2)
|
The call penalty is the excess paid over the principal amount. Call penalties are included within
Net cash provided by operating activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(in millions)
|
Net Proceeds From Issuance of Long-Term Debt
|
|
Extinguishments
|
|
Write-off of Discounts and Issuance Costs
(1)
|
||||||
LIBOR plus 2.00% Senior Secured Term Loan due 2022
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
LIBOR plus 2.00% Senior Secured Term Loan due 2024
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
LIBOR plus 2.750% Senior Secured Term Loan
(2)
|
—
|
|
|
(1,980
|
)
|
|
13
|
|
|||
Total
|
$
|
4,000
|
|
|
$
|
(1,980
|
)
|
|
$
|
13
|
|
(1)
|
Write-off of discounts and issuance costs are included in
Other income (expense), net
in our
Condensed Consolidated Statements of Comprehensive Income
and
Other, net
within
Net cash provided by operating activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(2)
|
Our Senior Secured Term Loan extinguished during the
nine months ended
September 30, 2017
was Third Party debt.
|
(in millions)
|
Principal Issuances (Redemptions)
|
|
Discounts
(1)
|
|
Net proceeds from issuance of long-term debt
|
||||||
4.000% Senior Notes due 2022
|
$
|
1,000
|
|
|
$
|
(23
|
)
|
|
$
|
977
|
|
5.125% Senior Notes due 2025
|
1,250
|
|
|
(28
|
)
|
|
1,222
|
|
|||
5.375% Senior Notes due 2027
(2)
|
1,250
|
|
|
(28
|
)
|
|
1,222
|
|
|||
6.288% Senior Reset Notes due 2019
|
(1,250
|
)
|
|
—
|
|
|
(1,250
|
)
|
|||
6.366% Senior Reset Notes due 2020
|
(1,250
|
)
|
|
—
|
|
|
(1,250
|
)
|
|||
Total
|
$
|
1,000
|
|
|
$
|
(79
|
)
|
|
$
|
921
|
|
(1)
|
Discounts reduce
Proceeds from issuance of long-term debt
and are included within
Net cash (used in) provided by financing activities
in our
Condensed Consolidated Statements of Cash Flows
.
|
(2)
|
In April 2017, we issued to DT
$750 million
in aggregate principal amount of the
5.375% Senior Notes due 2027
, and in September 2017, we issued to DT the remaining
$500 million
in aggregate principal amount of the
5.375% Senior Notes due 2027
.
|
(in millions)
|
Principal Issuances
|
|
Premium
|
|
Net proceeds from issuance of long-term debt
|
||||||
5.300% Senior Notes due 2021
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
2,000
|
|
6.000% Senior Notes due 2024
|
1,350
|
|
|
40
|
|
|
1,390
|
|
|||
6.000% Senior Notes due 2024
|
650
|
|
|
24
|
|
|
674
|
|
|||
Total
|
$
|
4,000
|
|
|
$
|
64
|
|
|
$
|
4,064
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Date of First Filing
|
|
Exhibit Number
|
|
Filed/Furnished Herewith
|
|
|
8-K
|
|
7/27/2017
|
|
10.1
|
|
|
||
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
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X
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X
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X
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X
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X
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101.INS
|
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XBRL Instance Document.
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X
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101.SCH
|
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XBRL Taxonomy Extension Schema Document.
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X
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101.CAL
|
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XBRL Taxonomy Extension Calculation Linkbase Document.
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X
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101.DEF
|
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XBRL Taxonomy Extension Definition Linkbase Document.
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X
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101.LAB
|
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XBRL Taxonomy Extension Label Linkbase Document.
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X
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101.PRE
|
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XBRL Taxonomy Extension Presentation Linkbase Document.
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X
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*
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Furnished herewith.
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SIGNATURE
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T-MOBILE US, INC.
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October 23, 2017
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/s/ J. Braxton Carter
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J. Braxton Carter
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Authorized Signatory)
|
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1 Year T-Mobile US, Inc. Chart |
1 Month T-Mobile US, Inc. Chart |
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