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 subsidiaries, 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 9¹/4% Senior Notes due 2014 , or 9¹/4% Senior Notes, 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 sheets as of September 30, 2011 and December 31, 2010, condensed consolidating statements of income for the three and nine months ended September 30, 2011 and 2010, and condensed consolidating statements of cash flows for the nine months ended September 30, 2011 and 2010 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 Consolidated Balance Sheet

As of September 30, 2011



	Parent		Issuer		Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
CURRENT ASSETS:
Cash and cash equivalents	$	1,610,336	$	229,705	$	720	$	—		$	1,840,761
Short-term investments	299,981		—		—		—			299,981
Inventories	—		131,835		15,167		—			147,002
Prepaid expenses	86		694		65,983		—			66,763
Advances to subsidiaries	—		1,405,498		—		(1,405,498		)	—
Other current assets	77		171,289		23,945		—			195,311
Total current assets	1,910,480		1,939,021		105,815		(1,405,498		)	2,549,818
Property and equipment, net	—		1,462		4,007,803		—			4,009,265
Long-term investments	6,319		—		—		—			6,319
Investment in subsidiaries	1,203,431		4,516,223		—		(5,719,654		)	—
FCC licenses	—		3,800		2,534,800		—			2,538,600
Other assets	—		141,951		33,648		—			175,599
Total assets	$	3,120,230	$	6,602,457	$	6,682,066	$	(7,125,152	)	$	9,279,601
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	—	$	94,142	$	382,182	$	—		$	476,324
Advances from subsidiaries	292,154		—		1,113,344		(1,405,498		)	—
Other current liabilities	—		87,753		215,261		—			303,014
Total current liabilities	292,154		181,895		1,710,787		(1,405,498		)	779,338
Long-term debt	—		4,444,011		266,981		—			4,710,992
Deferred credits	2,606		753,756		114,766		—			871,128
Other long-term liabilities	—		19,364		73,309		—			92,673
Total liabilities	294,760		5,399,026		2,165,843		(1,405,498		)	6,454,131
STOCKHOLDERS’ EQUITY:
Common stock	36		—		—		—			36
Other stockholders’ equity	2,825,434		1,203,431		4,516,223		(5,719,654		)	2,825,434
Total stockholders’ equity	2,825,470		1,203,431		4,516,223		(5,719,654		)	2,825,470
Total liabilities and stockholders’ equity	$	3,120,230	$	6,602,457	$	6,682,066	$	(7,125,152	)	$	9,279,601

Condensed Consolidated Balance Sheet

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
Short-term investments	374,862		—		—		—			374,862
Inventories	—		145,260		15,789		—			161,049
Prepaid expenses	—		249		50,228		—			50,477
Advances to subsidiaries	647,701		462,518		—		(1,110,219		)	—
Other current assets	94		171,083		39,789		—			210,966
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:
Accounts payable and accrued expenses	$	—	$	150,994	$	370,794	$	—		$	521,788
Advances from subsidiaries	—		—		1,110,219		(1,110,219		)	—
Other current liabilities	—		82,684		197,948		—			280,632
Total current liabilities	—		233,678		1,678,961		(1,110,219		)	802,420
Long-term debt	—		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 Consolidated Statement of Income

Three Months Ended September 30, 2011



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	4,558		$	1,208,170		$	(7,340	)	$	1,205,388
OPERATING EXPENSES:
Cost of revenues	—			4,180			728,666			(7,340		)	725,506
Selling, general and administrative expenses	—			378			162,081			—			162,459
Other operating expenses	—			91			140,501			—			140,592
Total operating expenses	—			4,649			1,031,248			(7,340		)	1,028,557
(Loss) income from operations	—			(91		)	176,922			—			176,831
OTHER EXPENSE (INCOME):
Interest expense	—			64,750			4,761			—			69,511
Non-operating expenses	(452		)	(47		)	(125		)	—			(624		)
Earnings from consolidated subsidiaries	(68,874		)	(171,801		)	—			240,675			—
Total other (income) expense	(69,326		)	(107,098		)	4,636			240,675			68,887
Income (loss) before provision for income taxes	69,326			107,007			172,286			(240,675		)	107,944
Provision for income taxes	—			(38,133		)	(485		)	—			(38,618		)
Net income (loss)	$	69,326		$	68,874		$	171,801		$	(240,675	)	$	69,326

Condensed Consolidated Statement of Income

Three Months Ended September 30, 2010



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	4,437		$	1,075,390		$	(59,038	)	$	1,020,789
OPERATING EXPENSES:
Cost of revenues	—			4,118			624,873			(59,038		)	569,953
Selling, general and administrative expenses	—			320			147,111			—			147,431
Other operating expenses	—			53			95,418			—			95,471
Total operating expenses	—			4,491			867,402			(59,038		)	812,855
(Loss) income from operations	—			(54		)	207,988			—			207,934
OTHER EXPENSE (INCOME):
Interest expense	—			63,136			42,899			(40,309		)	65,726
Non-operating expenses	(456		)	(24,237		)	(61		)	40,309			15,555
Earnings from consolidated subsidiaries	(76,831		)	(165,150		)	—			241,981			—
Total other (income) expense	(77,287		)	(126,251		)	42,838			241,981			81,281
Income (loss) before provision for income taxes	77,287			126,197			165,150			(241,981		)	126,653
Provision for income taxes	—			(49,366		)	—			—			(49,366		)
Net income (loss)	$	77,287		$	76,831		$	165,150		$	(241,981	)	$	77,287

Condensed Consolidated Statement of Income

Nine Months Ended September 30, 2011



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	15,483		$	3,616,464		$	(22,730	)	$	3,609,217
OPERATING EXPENSES:
Cost of revenues	—			14,389			2,193,090			(22,730		)	2,184,749
Selling, general and administrative expenses	—			1,094			485,692			—			486,786
Other operating expenses	—			245			405,014			—			405,259
Total operating expenses	—			15,728			3,083,796			(22,730		)	3,076,794
(Loss) income from operations	—			(245		)	532,668			—			532,423
OTHER EXPENSE (INCOME):
Interest expense	—			180,044			13,007			—			193,051
Non-operating expenses	(1,439		)	9,462			(578		)	—			7,445
Earnings from consolidated subsidiaries	(208,601		)	(521,670		)	—			730,271			—
Total other (income) expense	(210,040		)	(332,164		)	12,429			730,271			200,496
Income (loss) before provision for income taxes	210,040			331,919			520,239			(730,271		)	331,927
Provision for income taxes	—			(123,318		)	1,431			—			(121,887		)
Net income (loss)	$	210,040		$	208,601		$	521,670		$	(730,271	)	$	210,040

Condensed Consolidated Statement of Income

Nine Months Ended September 30, 2010



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	13,908		$	3,151,627		$	(161,708	)	$	3,003,827
OPERATING EXPENSES:
Cost of revenues	—			13,153			1,860,420			(161,708		)	1,711,865
Selling, general and administrative expenses	—			756			465,184			—			465,940
Other operating expenses	—			118			314,327			—			314,445
Total operating expenses	—			14,027			2,639,931			(161,708		)	2,492,250
(Loss) income from operations	—			(119		)	511,696			—			511,577
OTHER EXPENSE (INCOME):
Interest expense	—			191,338			123,800			(116,428		)	198,710
Non-operating expenses	(1,279		)	(99,417		)	(99		)	116,428			15,633
Earnings from consolidated subsidiaries	(178,585		)	(387,995		)	—			566,580			—
Total other (income) expense	(179,864		)	(296,074		)	123,701			566,580			214,343
Income (loss) before provision for income taxes	179,864			295,955			387,995			(566,580		)	297,234
Provision for income taxes	—			(117,370		)	—			—			(117,370		)
Net income (loss)	$	179,864		$	178,585		$	387,995		$	(566,580	)	$	179,864

Condensed Consolidated Statement of Cash Flows

Nine Months Ended September 30, 2011



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	930		$	(240,366	)	$	993,096		$	—		$	753,660
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(5,790		)	(693,835		)	—			(699,625		)
Purchase of investments	(462,289		)	—			—			—			(462,289		)
Proceeds from maturity of investments	537,500			—			—			—			537,500
Change in advances – affiliates	679,885			(689,633		)	—			9,748			—
Other investing activities, net	—			(64,941		)	(10,653		)	—			(75,594		)
Net cash provided by (used in) investing activities	755,096			(760,364		)	(704,488		)	9,748			(700,008		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in advances – affiliates	292,154			—			(282,406		)	(9,748		)	—
Change in book overdraft	—			14,081			—			—			14,081
Proceeds from debt issuance, net of discount	—			1,497,500			—			—			1,497,500
Retirement of long-term debt	—			(535,792		)	—			—			(535,792		)
Other financing activities, net	54,307			(33,296		)	(6,222		)	—			14,789
Net cash provided by (used in) financing activities	346,461			942,493			(288,628		)	(9,748		)	990,578
INCREASE(DECREASE)IN CASH AND CASH EQUIVALENTS	1,102,487			(58,237		)	(20		)	—			1,044,230
CASH AND CASH EQUIVALENTS, beginning of period	507,849			287,942			740			—			796,531
CASH AND CASH EQUIVALENTS, end of period	$	1,610,336		$	229,705		$	720		$	—		$	1,840,761

Condensed Consolidated Statement of Cash Flows

Nine Months Ended September 30, 2010



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	1,057		$	(4,846	)	$	683,180		$	—		$	679,391
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(141,945		)	(405,998		)	—			(547,943		)
Purchase of investments	(537,003		)	(637,770		)	—			—			(1,174,773		)
Proceeds from maturity of investments	387,500			—			—			—			387,500
Change in advances - affiliates	3,497			428,393			—			(431,890		)	—
Proceeds from affiliate debt	—			385,664			—			(385,664		)	—
Issuance of affiliate debt	—			(543,000		)	—			543,000			—
Other investing activities, net	—			61,610			3,957			—			65,567
Net cash (used in) provided by investing activities	(146,006		)	(447,048		)	(402,041		)	(274,554		)	(1,269,649		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	—			(80,263		)	1,498			—			(78,765		)
Proceeds from debt issuance, net of discount	—			992,770			—			—			992,770
Retirement of long-term debt	—			(327,529		)	—			—			(327,529		)
Proceeds from long-term loan	—			—			543,000			(543,000		)	—
Change in advances - affiliates	—			—			(431,890		)	431,890			—
Repayment of debt	—			(12,000		)	(385,664		)	385,664			(12,000		)
Other financing activities, net	3,358			(24,250		)	(2,923		)	—			(23,815		)
Net cash provided by (used in) financing activities	3,358			548,728			(275,979		)	274,554			550,661
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(141,591		)	96,834			5,160			—			(39,597		)
CASH AND CASH EQUIVALENTS, beginning of period	642,089			269,836			17,456			—			929,381
CASH AND CASH EQUIVALENTS, end of period	$	500,498		$	366,670		$	22,616		$	—		$	889,784