Guarantor Subsidiaries:

In connection with Wireless’ 7⁷/8% Senior Notes, 6⁵/8% Senior Notes, and the Senior Secured Credit Facility, MetroPCS, together with its wholly-owned subsidiary, MetroPCS, Inc., and each of Wireless’ direct and indirect present and future wholly-owned domestic subsidiaries (the “guarantor subsidiaries”), provided guarantees which are full and unconditional as well as joint and several. Certain provisions of the Senior Secured Credit Facility, the indentures and the supplemental indentures relating to the 7⁷/8% Senior Notes and 6⁵/8% Senior Notes restrict the ability of Wireless to loan funds to MetroPCS or MetroPCS, Inc. However, Wireless is allowed to make certain permitted payments to MetroPCS under the terms of the Senior Secured Credit Facility, the indentures and the supplemental indentures relating to the 7⁷/8% Senior Notes and 6⁵/8% Senior Notes.

Prior to December 2010, Royal Street Communications, LLC and its subsidiaries (“Royal Street Communications”) and MetroPCS Finance, Inc. (“MetroPCS Finance”) (collectively, the “non-guarantor subsidiaries”) were not guarantors of the 7⁷/8% Senior Notes, 6⁵/8% Senior Notes or the Senior Secured Credit Facility. In December 2010, Wireless completed the acquisition of the remaining limited liability company member interest in Royal Street Communications, making Royal Street Communications a wholly-owned subsidiary. In addition, MetroPCS Finance was merged with a subsidiary of Wireless. Therefore, the Company no longer had any non-guarantors of any of its outstanding debt as of December 31, 2010. As a result, the comparative historical condensed consolidating financial information has been revised to present this information as if the new guarantor structure existed for all periods presented with the results of Royal Street Communications and MetroPCS Finance being reported as guarantor subsidiaries.

The following information presents condensed consolidating balance sheet information as of December 31, 2011 and 2010, condensed consolidating statement of income information for the years ended December 31, 2011, 2010 and 2009, and condensed consolidating statement of cash flows information for the years ended December 31, 2011, 2010 and 2009 of the parent company (MetroPCS), the issuer (Wireless), and the guarantor subsidiaries. Investments in subsidiaries held by the parent company and the issuer have been presented using the equity method of accounting.

Condensed Consolidating Balance Sheet Information

As of December 31, 2011



	Parent		Issuer		Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
CURRENT ASSETS:
Cash and cash equivalents	$	657,289	$	1,285,266	$	727	$	—		$	1,943,282
Inventories	—		226,124		13,524		—			239,648
Accounts receivable, net	—		77,396		627		—			78,023
Advances to subsidiaries	671,193		245,866		—		(917,059		)	—
Other current assets	300,068		102,845		79,727		—			482,640
Total current assets	1,628,550		1,937,497		94,605		(917,059		)	2,743,593
Property and equipment, net	—		1,378		4,016,621		—			4,017,999
Long-term investments	6,319		—		—		—			6,319
Investment in subsidiaries	1,297,957		4,728,985		—		(6,026,942		)	—
FCC licenses	—		3,800		2,535,241		—			2,539,041
Other assets	—		137,985		39,612		(1,618		)	175,979
Total assets	$	2,932,826	$	6,809,645	$	6,686,079	$	(6,945,619	)	$	9,482,931
CURRENT LIABILITIES:
Advances from subsidiaries	$	—	$	—	$	917,059	$	(917,059	)	$	—
Other current liabilities	—		243,247		573,476		—			816,723
Total current liabilities	—		243,247		1,490,535		(917,059		)	816,723
Long-term debt, net	—		4,437,924		273,097		—			4,711,021
Deferred credits	5,226		813,498		120,028		(1,618		)	937,134
Other long-term liabilities	—		17,019		73,434		—			90,453
Total liabilities	5,226		5,511,688		1,957,094		(918,677		)	6,555,331
STOCKHOLDERS’ EQUITY:
Common stock	36		—		—		—			36
Other stockholders’ equity	2,927,564		1,297,957		4,728,985		(6,026,942		)	2,927,564
Total stockholders’ equity	2,927,600		1,297,957		4,728,985		(6,026,942		)	2,927,600
Total liabilities and stockholders’ equity	$	2,932,826	$	6,809,645	$	6,686,079	$	(6,945,619	)	$	9,482,931

Condensed Consolidating Balance Sheet Information

As of December 31, 2010



	Parent		Issuer		Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
CURRENT ASSETS:
Cash and cash equivalents	$	507,849	$	287,942	$	740	$	—		$	796,531
Inventories	—		145,260		15,789		—			161,049
Accounts receivable, net	—		57,047		1,009		—			58,056
Advances to subsidiaries	647,701		462,518		—		(1,110,219		)	—
Other current assets	374,956		114,285		89,008		—			578,249
Total current assets	1,530,506		1,067,052		106,546		(1,110,219		)	1,593,885
Property and equipment, net	—		246,249		3,413,196		—			3,659,445
Long-term investments	6,319		10,381		—		—			16,700
Investment in subsidiaries	1,006,295		3,994,553		—		(5,000,848		)	—
FCC licenses	—		3,800		2,518,441		—			2,522,241
Other assets	—		75,085		51,224		—			126,309
Total assets	$	2,543,120	$	5,397,120	$	6,089,407	$	(6,111,067	)	$	7,918,580
CURRENT LIABILITIES:
Advances from subsidiaries	$	—	$	—	$	1,110,219	$	(1,110,219	)	$	—
Other current liabilities	—		233,678		568,742		—			802,420
Total current liabilities	—		233,678		1,678,961		(1,110,219		)	802,420
Long-term debt, net	—		3,508,948		248,339		—			3,757,287
Deferred credits	1,544		639,766		103,159		—			744,469
Other long-term liabilities	—		8,433		64,395		—			72,828
Total liabilities	1,544		4,390,825		2,094,854		(1,110,219		)	5,377,004
STOCKHOLDERS’ EQUITY:
Common stock	36		—		—		—			36
Other stockholders’ equity	2,541,540		1,006,295		3,994,553		(5,000,848		)	2,541,540
Total stockholders’ equity	2,541,576		1,006,295		3,994,553		(5,000,848		)	2,541,576
Total liabilities and stockholders’ equity	$	2,543,120	$	5,397,120	$	6,089,407	$	(6,111,067	)	$	7,918,580

Condensed Consolidating Statement of Income Information

Year Ended December 31, 2011



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	18,802		$	4,858,650		$	(30,070	)	$	4,847,382
OPERATING EXPENSES:
Cost of revenues	—			17,452			2,926,049			(30,070		)	2,913,431
Selling, general and administrative expenses	—			1,350			642,609			—			643,959
Other operating expenses	—			264			542,190			—			542,454
Total operating expenses	—			19,066			4,110,848			(30,070		)	4,099,844
(Loss) income from operations	—			(264		)	747,802			—			747,538
OTHER EXPENSE (INCOME):
Interest expense	—			243,163			17,910			—			261,073
Non-operating expenses	(1,859		)	9,414			(746		)	—			6,809
Earnings from consolidated subsidiaries	(299,451		)	(734,432		)	—			1,033,883			—
Total other (income) expense	(301,310		)	(481,855		)	17,164			1,033,883			267,882
Income (loss) before provision for income taxes	301,310			481,591			730,638			(1,033,883		)	479,656
Provision for income taxes	—			(182,140		)	3,794			—			(178,346		)
Net income (loss)	$	301,310		$	299,451		$	734,432		$	(1,033,883	)	$	301,310

Condensed Consolidating Statement of Income Information

Year Ended December 31, 2010



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	16,036		$	4,277,726		$	(224,409	)	$	4,069,353
OPERATING EXPENSES:
Cost of revenues	—			15,200			2,527,084			(224,409		)	2,317,875
Selling, general and administrative expenses	—			835			620,825			—			621,660
Other operating expenses	—			16,773			394,147			—			410,920
Total operating expenses	—			32,808			3,542,056			(224,409		)	3,350,455
(Loss) income from operations	—			(16,772		)	735,670			—			718,898
OTHER EXPENSE (INCOME):
Interest expense	—			252,661			153,672			(143,208		)	263,125
Non-operating expenses	(1,797		)	2,233			(165		)	143,208			143,479
Earnings from consolidated subsidiaries	(191,546		)	(581,027		)	—			772,573			—
Total other (income) expense	(193,343		)	(326,133		)	153,507			772,573			406,604
Income (loss) before provision for income taxes	193,343			309,361			582,163			(772,573		)	312,294
Provision for income taxes	72			(117,815		)	(1,136		)	—			(118,879		)
Net income (loss)	$	193,415		$	191,546		$	581,027		$	(772,573	)	$	193,415

Condensed Consolidating Statement of Income Information

Year Ended December 31, 2009



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	16,409		$	3,628,698		$	(164,592	)	$	3,480,515
OPERATING EXPENSES:
Cost of revenues	—			15,336			2,153,580			(164,592		)	2,004,324
Selling, general and administrative expenses	—			1,074			566,656			—			567,730
Other operating expenses	—			228			372,945			—			373,173
Total operating expenses	—			16,638			3,093,181			(164,592		)	2,945,227
(Loss) income from operations	—			(229		)	535,517			—			535,288
OTHER EXPENSE (INCOME):
Interest expense	—			270,662			135,039			(135,416		)	270,285
Non-operating expenses	(2,456		)	(131,512		)	(124		)	135,416			1,324
Earnings from consolidated subsidiaries	(174,388		)	(402,358		)	—			576,746			—
Total other (income) expense	(176,844		)	(263,208		)	134,915			576,746			271,609
Income (loss) before provision for income taxes	176,844			262,979			400,602			(576,746		)	263,679
Provision for income taxes	—			(88,591		)	1,756			—			(86,835		)
Net income (loss)	$	176,844		$	174,388		$	402,358		$	(576,746	)	$	176,844

Condensed Consolidating Statement of Cash Flows Information

Year Ended December 31, 2011



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	1,363		$	(331,843	)	$	1,392,288		$	—		$	1,061,808
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(5,944		)	(883,825		)	—			(889,769		)
Purchase of investments	(599,765		)	—			—			—			(599,765		)
Proceeds from maturity of investments	675,000			—			—			—			675,000
Change in advances – affiliates	18,683			471,116			—			(489,799		)	—
Other investing activities, net	—			(61,515		)	(10,822		)	—			(72,337		)
Net cash provided by (used in) investing activities	93,918			403,657			(894,647		)	(489,799		)	(886,871		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in advances – affiliates	—			—			(489,799		)	489,799			—
Change in book overdraft	—			3,445			—			—			3,445
Proceeds from debt issuance, net of discount	—			1,497,500			—			—			1,497,500
Retirement of long-term debt	—			(535,792		)	—			—			(535,792		)
Repayment of debt	—			(24,292		)	—			—			(24,292		)
Other financing activities, net	54,159			(15,351		)	(7,855		)	—			30,953
Net cash provided by (used in) financing activities	54,159			925,510			(497,654		)	489,799			971,814
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	149,440			997,324			(13		)	—			1,146,751
CASH AND CASH EQUIVALENTS, beginning of period	507,849			287,942			740			—			796,531
CASH AND CASH EQUIVALENTS, end of period	$	657,289		$	1,285,266		$	727		$	—		$	1,943,282

Condensed Consolidating Statement of Cash Flows Information

Year Ended December 31, 2010



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	1,401		$	(37,976	)	$	1,031,075		$	—		$	994,500
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(173,162		)	(617,223		)	—			(790,385		)
Purchase of investments	(711,827		)	—			—			—			(711,827		)
Proceeds from maturity of investments	562,500			—			—			—			562,500
Change in advances - affiliates	5,477			555,390			—			(560,867		)	—
Proceeds from affiliate debt	—			505,481			—			(505,481		)	—
Issuance of affiliate debt	—			(683,000		)	—			683,000			—
Other investing activities, net	—			30,433			(41,139		)	—			(10,706		)
Net cash (used in) provided by investing activities	(143,850		)	235,142			(658,362		)	(383,348		)	(950,418		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	—			(80,291		)	(2,421		)	—			(82,712		)
Proceeds from senior note offerings	—			1,992,770			—			—			1,992,770
Proceeds from long-term loan	—			—			683,000			(683,000		)	—
Change in advances - affiliates	—			—			(560,867		)	560,867			—
Retirement of long-term debt	—			(2,040,186		)	—			—			(2,040,186		)
Repayment of debt	—			(16,000		)	(505,481		)	505,481			(16,000		)
Other financing activities, net	8,209			(35,353		)	(3,660		)	—			(30,804		)
Net cash provided by (used in) financing activities	8,209			(179,060		)	(389,429		)	383,348			(176,932		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(134,240		)	18,106			(16,716		)	—			(132,850		)
CASH AND CASH EQUIVALENTS, beginning of period	642,089			269,836			17,456			—			929,381
CASH AND CASH EQUIVALENTS, end of period	$	507,849		$	287,942		$	740		$	—		$	796,531

Condensed Consolidating Statement of Cash Flows Information

Year Ended December 31, 2009



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	258,785		$	(26,058	)	$	683,212		$	(16,590	)	$	899,349
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(9,177		)	(822,497		)	—			(831,674		)
Purchase of investments	(486,645		)	—			—			—			(486,645		)
Proceeds from maturity of investments	262,500			—			—			—			262,500
Proceeds from affiliate debt	—			296,700			—			(296,700		)	—
Issuance of affiliate debt	—			(465,000		)	—			465,000			—
Other investing activities, net	—			(52,028		)	(9,107		)	—			(61,135		)
Net cash (used in) provided by investing activities	(224,145		)	(229,505		)	(831,604		)	168,300			(1,116,954		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	—			(17,047		)	(3,267		)	—			(20,314		)
Proceeds from long-term loan	—			—			465,000			(465,000		)	—
Proceeds from senior note offerings	—			492,250			—			—			492,250
Repayment of debt	—			(16,000		)	(296,700		)	296,700			(16,000		)
Other financing activities, net	8,626			(11,925		)	(20,189		)	16,590			(6,898		)
Net cash provided by (used in) financing activities	8,626			447,278			144,844			(151,710		)	449,038
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	43,266			191,715			(3,548		)	—			231,433
CASH AND CASH EQUIVALENTS, beginning of period	598,823			78,121			21,004			—			697,948
CASH AND CASH EQUIVALENTS, end of period	$	642,089		$	269,836		$	17,456		$	—		$	929,381