MIME-Version: 1.0 X-Document-Type: Workbook Content-Type: multipart/related; boundary="----=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c" This document is a Single File Web Page, also known as a Web Archive file. If you are seeing this message, your browser or editor doesn't support Web Archive files. Please download a browser that supports Web Archive, such as Microsoft Internet Explorer. ------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Workbook.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

This page should be opened with Microsoft Excel XP or newer.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet01.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Document and Entity Information	6 Months Ended
Jun. 30, 2011	Jul. 29, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Registrant Name	METROPCS COMMUNICATIONS INC
Entity Central Index Key	0001283699
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		361,965,610

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet02.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Condensed Consolidated Balance Sheets (USD  $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
CURRENT ASSETS:
Cash and cash equivalents	$ 1,855,994	$ 796,531
Short-term investments	299,954	374,862
Inventories	140,048	161,049
Accounts receivable (net of allowance for uncollectible accounts of  $494 and  $2,494 at June 30, 2011 and December 31, 2010, respectively)	62,506	58,056
Prepaid expenses	64,982	50,477
Deferred charges	88,641	83,485
Deferred tax assets	6,290	6,290
Other current assets	49,887	63,135
Total current assets	2,568,302	1,593,885
Property and equipment, net	3,856,869	3,659,445
Restricted cash and investments	2,876	2,876
Long-term investments	8,035	16,700
FCC licenses	2,538,360	2,522,241
Other assets	126,585	123,433
Total assets	9,101,027	7,918,580
CURRENT LIABILITIES:
Accounts payable and accrued expenses	427,922	521,788
Current maturities of long-term debt	32,416	21,996
Deferred revenue	235,461	224,471
Other current liabilities	29,874	34,165
Total current liabilities	725,673	802,420
Long-term debt, net	4,714,512	3,757,287
Deferred tax liabilities	721,143	643,058
Deferred rents	109,237	101,411
Other long-term liabilities	80,744	72,828
Total liabilities	6,351,309	5,377,004
COMMITMENTS AND CONTINGENCIES (See Note 9)
STOCKHOLDERS' EQUITY:
Preferred stock, par value  $0.0001 per share, 100,000,000 shares authorized; no shares of preferred stock issued and outstanding at June 30, 2011 and December 31, 2010	0	0
Common stock, par value  $0.0001 per share, 1,000,000,000 shares authorized, 361,574,806 and 355,318,666 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively	36	36
Additional paid-in capital	1,763,946	1,686,761
Retained earnings	998,822	858,108
Accumulated other comprehensive loss	(7,582)	(1,415)
Less treasury stock, at cost, 469,152 and 237,818 treasury shares at June 30, 2011 and December 31, 2010, respectively	(5,504)	(1,914)
Total stockholders' equity	2,749,718	2,541,576
Total liabilities and stockholders' equity	9,101,027	7,918,580
Issuer Company [Member]
CURRENT ASSETS:
Cash and cash equivalents	252,200	287,942
Short-term investments	0	0
Inventories	124,947	145,260
Prepaid expenses	487	249
Total current assets	2,009,214	1,067,052
Property and equipment, net	31,234	246,249
Long-term investments	1,716	10,381
FCC licenses	3,800	3,800
Total assets	6,486,537	5,397,120
CURRENT LIABILITIES:
Accounts payable and accrued expenses	78,511	150,994
Total current liabilities	168,634	233,678
Long-term debt, net	4,450,097	3,508,948
Other long-term liabilities	8,907	8,433
Total liabilities	5,346,649	4,390,825
STOCKHOLDERS' EQUITY:
Common stock, par value  $0.0001 per share, 1,000,000,000 shares authorized, 361,574,806 and 355,318,666 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively	0	0
Total stockholders' equity	1,139,888	1,006,295
Total liabilities and stockholders' equity	6,486,537	5,397,120
Guarantor Subsidiaries [Member]
CURRENT ASSETS:
Cash and cash equivalents	622	740
Short-term investments	0	0
Inventories	15,101	15,789
Prepaid expenses	64,324	50,228
Total current assets	120,534	106,546
Property and equipment, net	3,825,635	3,413,196
Long-term investments	0	0
FCC licenses	2,534,560	2,518,441
Total assets	6,514,039	6,089,407
CURRENT LIABILITIES:
Accounts payable and accrued expenses	349,411	370,794
Total current liabilities	1,723,935	1,678,961
Long-term debt, net	264,415	248,339
Other long-term liabilities	71,837	64,395
Total liabilities	2,169,617	2,094,854
STOCKHOLDERS' EQUITY:
Common stock, par value  $0.0001 per share, 1,000,000,000 shares authorized, 361,574,806 and 355,318,666 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively	0	0
Total stockholders' equity	4,344,422	3,994,553
Total liabilities and stockholders' equity	6,514,039	6,089,407
Consolidation, Eliminations [Member]
CURRENT ASSETS:
Cash and cash equivalents	0	0
Short-term investments	0	0
Inventories	0	0
Prepaid expenses	0
Total current assets	(1,464,837)	(1,110,219)
Property and equipment, net	0	0
Long-term investments	0	0
FCC licenses	0	0
Total assets	(6,949,147)	(6,111,067)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	0	0
Total current liabilities	(1,464,837)	(1,110,219)
Long-term debt, net	0	0
Other long-term liabilities	0	0
Total liabilities	(1,464,837)	(1,110,219)
STOCKHOLDERS' EQUITY:
Common stock, par value  $0.0001 per share, 1,000,000,000 shares authorized, 361,574,806 and 355,318,666 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively	0	0
Total stockholders' equity	(5,484,310)	(5,000,848)
Total liabilities and stockholders' equity	(6,949,147)	(6,111,067)
Parent Company [Member]
CURRENT ASSETS:
Cash and cash equivalents	1,603,172	507,849
Short-term investments	299,954	374,862
Inventories	0	0
Prepaid expenses	171	0
Total current assets	1,903,391	1,530,506
Property and equipment, net	0	0
Long-term investments	6,319	6,319
FCC licenses	0	0
Total assets	3,049,598	2,543,120
CURRENT LIABILITIES:
Accounts payable and accrued expenses	0	0
Total current liabilities	297,941	0
Long-term debt, net	0	0
Other long-term liabilities	0	0
Total liabilities	299,880	1,544
STOCKHOLDERS' EQUITY:
Common stock, par value  $0.0001 per share, 1,000,000,000 shares authorized, 361,574,806 and 355,318,666 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively	36	36
Total stockholders' equity	2,749,718	2,541,576
Total liabilities and stockholders' equity	$ 3,049,598	$ 2,543,120

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet03.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Condensed Consolidated Balance Sheets Parentheticals (USD  $) In Thousands, except Share data	Jun. 30, 2011	Dec. 31, 2010
Allowance for uncollectible accounts	$ 494	$ 2,494
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	361,574,806	355,318,666
Common stock, shares outstanding	361,574,806	355,318,666
Treasury stock, shares	469,152	237,818

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet04.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Condensed Consolidated Statements of Income and Comprehensive Income (USD  $) In Thousands, except Share data	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
REVENUES:
Service revenues	$ 1,113,292	$ 922,137	$ 2,163,509	$ 1,775,420
Equipment revenues	96,161	90,399	240,320	207,619
Total revenues	1,209,453	1,012,536	2,403,829	1,983,039
OPERATING EXPENSES:
Cost of service (excluding depreciation and amortization expense of  $115,455,  $95,883,  $227,282, and  $190,826 shown separately below)	366,030	308,168	707,447	592,820
Cost of equipment	342,534	235,354	751,796	549,092
Selling, general and administrative expenses (excluding depreciation and amortization expense of  $19,070,  $13,419,  $35,937, and  $26,276 shown separately below)	154,556	158,600	324,327	318,510
Depreciation and amortization	134,525	109,302	263,219	217,102
Loss on disposal of assets	1,553	2,700	1,448	1,872
Total operating expenses	999,198	814,124	2,048,237	1,679,396
Income from operations	210,255	198,412	355,592	303,643
OTHER EXPENSE (INCOME):
Interest expense	66,980	65,503	123,541	132,985
Interest income	(511)	(392)	(1,026)	(856)
Other (income) expense, net	(186)	479	(442)	934
Loss on extinguishment of debt	9,536	0	9,536	0
Total other expense	(75,819)	(65,590)	(131,609)	(133,063)
Income before provision for income taxes	134,436	132,822	223,983	170,580
Provision for income taxes	(50,101)	(52,907)	(83,269)	(68,004)
Net income	84,335	79,915	140,714	102,576
Other comprehensive income (loss):
Unrealized gains on available-for-sale securities, net of tax of  $40,  $58,  $102 and  $78, respectively	66	91	165	124
Unrealized losses on cash flow hedging derivatives, net of tax benefit of  $8,299,  $2,658,  $7,923, and  $6,437, respectively	(13,374)	(4,191)	(12,774)	(10,218)
Reclassification adjustment for gains on available-for-sale securities included in net income, net of tax of  $57,  $34,  $122, and  $83, respectively	(93)	(53)	(197)	(133)
Reclassification adjustment for losses on cash flow hedging derivatives included in net income, net of tax benefit of  $2,319,  $3,214,  $4,118, and  $7,436, respectively	3,762	5,071	6,639	11,805
Total other comprehensive (loss) income	(9,639)	918	(6,167)	1,578
Comprehensive income	$ 74,696	$ 80,833	$ 134,547	$ 104,154
Net income per common share
Basic	$ 0.23	$ 0.22	$ 0.39	$ 0.29
Diluted	$ 0.23	$ 0.22	$ 0.38	$ 0.29
Weighted average shares:
Basic	360,226,487	353,278,423	358,616,324	353,032,030
Diluted	365,390,280	355,685,446	363,153,234	355,151,112

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet05.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Condensed Consolidated Statements of Income and Comprehensive Income Parentheticals (USD  $) In Thousands	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Depreciation and amortization	$ 134,525	$ 109,302	$ 263,219	$ 217,102
Unrealized gain (loss) on available-for-sale securities, taxes	40	58	102	78
Unrealized gain (loss) on cash flow hedging derivatives, taxes	(8,299)	(2,658)	(7,923)	(6,437)
Reclassification adjustment for sale of available-for-sale securities included in net income, taxes	(57)	(34)	(122)	(83)
Reclassification adjustment on cash flow hedging derivatives included in net income, taxes	2,319	3,214	4,118	7,436
Cost of Service [Member]
Depreciation and amortization	115,455	95,883	227,282	190,826
Selling, General and Administrative Expense [Member]
Depreciation and amortization	$ 19,070	$ 13,419	$ 35,937	$ 26,276

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet06.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Condensed Consolidated Statements of Cash Flows (USD  $) In Thousands	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 140,714	$ 102,576
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	263,219	217,102
Provision for uncollectible accounts receivable	261	58
Deferred rent expense	7,832	10,915
Cost of abandoned cell sites	380	903
Stock-based compensation expense	22,244	23,333
Non-cash interest expense	4,015	6,412
Loss on disposal of assets	1,448	1,872
Loss on extinguishment of debt	9,536	0
Gain on sale of investments	(319)	(217)
Accretion of asset retirement obligations	2,762	1,285
Other non-cash expense	0	963
Deferred income taxes	81,395	65,700
Changes in assets and liabilities:
Inventories	21,001	(47,962)
Accounts receivable, net	(4,710)	3,692
Prepaid expenses	(14,512)	(17,243)
Deferred charges	(5,157)	(5,374)
Other assets	20,081	11,082
Accounts payable and accrued expenses	(85,346)	(51,936)
Deferred revenue	10,990	9,211
Other liabilities	6,266	5,079
Net cash provided by operating activities	482,100	337,451
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(451,573)	(315,337)
Change in prepaid purchases of property and equipment	(17,691)	(18,551)
Proceeds from sale of property and equipment	603	6,356
Purchase of investments	(299,826)	(312,225)
Proceeds from maturity of investments	375,000	237,500
Change in restricted cash and investments	0	1,762
Acquisitions of FCC licenses and microwave clearing costs	(3,283)	(1,976)
Cash used in asset acquisitions	(7,495)	0
Net cash used in investing activities	(404,265)	(402,471)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	1,263	(80,337)
Proceeds from debt issuance, net of discount	1,497,500	0
Debt issuance costs	(15,351)	0
Repayment of debt	(11,598)	(8,000)
Retirement of senior secured credit facility debt	(535,792)	0
Payments on capital lease obligations	(4,474)	(1,224)
Purchase of treasury stock	(3,591)	(852)
Proceeds from exercise of stock options	53,671	2,592
Net cash provided by (used in) financing activities	981,628	(87,821)
INCREASE (DECREASE) CASH AND CASH EQUIVALENTS	1,059,463	(152,841)
CASH AND CASH EQUIVALENTS, beginning of period	796,531	929,381
CASH AND CASH EQUIVALENTS, end of period	$ 1,855,994	$ 776,540

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet07.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Basis of Presentation	6 Months Ended
Jun. 30, 2011
Basis of Presentation and Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying unaudited condensed consolidated interim financial statements include the balances and results of operations of MetroPCS Communications, Inc. (“MetroPCS”) and its consolidated subsidiaries (collectively, the “Company”). The condensed consolidated balance sheets as of June 30, 2011 and December 31, 2010, the condensed consolidated statements of income and comprehensive income and cash flows for the periods ended June 30, 2011 and 2010, and the related footnotes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. Certain amounts reported in previous periods have been reclassified to conform to the current period presentation. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company has thirteen operating segments based on geographic region within the United States: Atlanta, Boston, Dallas/Ft. Worth, Detroit, Las Vegas, Los Angeles, Miami, New York, Orlando/Jacksonville, Philadelphia, Sacramento, San Francisco and Tampa/Sarasota. In accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280 (Topic 280, “Segment Reporting”), the Company aggregates its thirteen operating segments into one reportable segment. Federal Universal Service Fund (“FUSF”), E-911 and various other fees are assessed by various governmental authorities in connection with the services that the Company provides to its customers. The Company offers a family of service plans, which include all applicable taxes and regulatory fees (“tax inclusive plans”). The Company reports regulatory fees for the tax inclusive plans in cost of service on the accompanying condensed consolidated statements of income and comprehensive income. When the Company separately assesses these regulatory fees on its customers, the Company reports these regulatory fees on a gross basis in service revenues and cost of service on the accompanying condensed consolidated statements of income and comprehensive income. For the three months ended June 30, 2011 and 2010, the Company recorded  $17.4 million and  $21.5 million, respectively, of FUSF, E-911 and other fees on a gross basis. For the six months ended June 30, 2011 and 2010, the Company recorded  $35.5 million and  $44.6 million, respectively, of FUSF, E-911 and other fees on a gross basis. Sales, use and excise taxes for all service plans are reported on a net basis in selling, general and administrative expenses on the accompanying condensed consolidated statements of income and comprehensive income. Recent Accounting Pronouncements In May 2011, the FASB issued Accounting Standards Update ("ASU") 2011-04, "Fair Value Measurement - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs," addressing how to measure fair value and what disclosures to provide about fair value measurements. This amendment is largely consistent with the existing GAAP guidance, but aligned the international guidance and eliminated unnecessary wording differences between GAAP and International Financial Reporting Standards ("IFRS"). The amendment is effective for interim and annual periods beginning after December 15, 2011, and should be applied prospectively. The implementation of this standard will not affect the Company's financial condition, results of operations, or cash flows. In June 2011, the FASB issued ASU 2011-05 "Statement of Comprehensive Income," which revises the manner in which entities present comprehensive income in their financial statements, requiring entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011 and should be applied retrospectively. The implementation of this standard will not affect the Company's financial condition, results of operations, or cash flows.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet08.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Asset Acquisition	6 Months Ended
Jun. 30, 2011
Significant Asset Acquisition [Abstract]
Asset Acquisition	Asset Acquisition: In October 2010, the Company entered into an asset purchase agreement to acquire 10 MHz of AWS spectrum and certain related network assets adjacent to the Northeast metropolitan areas for a total purchase price of  $49.2 million. In November 2010, the Company closed on the acquisition of the network assets and paid a total of  $41.1 million in cash. In February 2011, the Company closed on the acquisition of the 10 MHz of AWS spectrum and paid  $8.0 million in cash. In June 2011, the Company completed its final settlement of costs and received  $0.5 million in cash as reimbursement for pre-acquisition payments made on behalf of the seller. The Company used the relative fair values of the assets acquired to allocate the purchase price, of which  $35.6 million was allocated to property and equipment and  $13.6 million was allocated to Federal Communications Commission (“FCC”) licenses.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet09.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Short-term Investments	6 Months Ended
Jun. 30, 2011
Investments, Debt and Equity Securities [Abstract]
Short-term Investments	Short-term Investments: The Company’s short-term investments consist of securities classified as available-for-sale, which are stated at fair value. The securities include U.S. Treasury securities with an original maturity of over 90 days. Unrealized gains, net of related income taxes, for available-for-sale securities are reported in accumulated other comprehensive income (loss), a component of stockholders’ equity, until realized. The estimated fair values of investments are based on quoted market prices as of the end of the reporting period. The U.S. Treasury securities reported as of June 30, 2011 have contractual maturities of less than one year. Short-term investments, with an original maturity of over 90 days, consisted of the following (in thousands):     As of June 30, 2011     Amortized Cost   Unrealized Gain in Accumulated OCI   Unrealized Loss in Accumulated OCI   Aggregate Fair Value Equity securities    $ 7    $ —    $ (5 )    $ 2 U.S. Treasury securities   299,826   126   —   299,952 Total short-term investments    $ 299,833    $ 126    $ (5 )    $ 299,954       As of December 31, 2010     Amortized Cost   Unrealized Gain in Accumulated OCI   Unrealized Loss in Accumulated OCI   Aggregate Fair Value Equity securities    $ 7    $ —    $ (6 )    $ 1 U.S. Treasury securities   374,681   180   —   374,861 Total short-term investments    $ 374,688    $ 180    $ (6 )    $ 374,862

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet10.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Derivative Instruments and Hedging Activities	6 Months Ended
Jun. 30, 2011
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities	Derivative Instruments and Hedging Activities: In March 2009, MetroPCS Wireless, Inc. (“Wireless”) entered into three separate two-year interest rate protection agreements to manage the Company’s interest rate risk exposure under Wireless’ senior secured credit facility, as amended (the “Senior Secured Credit Facility”). These agreements were effective on February 1, 2010 and cover a notional amount of  $1.0 billion and effectively convert this portion of Wireless’ variable rate debt to fixed rate debt at a weighted average annual rate of 5.927%. These agreements expire on February 1, 2012. In October 2010, Wireless entered into three separate two-year interest rate protection agreements to manage its interest rate risk exposure under its Senior Secured Credit Facility. These agreements will be effective on February 1, 2012 and will cover a notional amount of  $950.0 million and effectively convert this portion of Wireless’ variable rate debt to fixed rate debt at a weighted average annual rate of 4.933%. The monthly interest settlement periods will begin on February 1, 2012. These agreements expire on February 1, 2014. In April 2011, Wireless entered into three separate three-year interest rate protection agreements to manage its interest rate risk exposure under its Senior Secured Credit Facility. These agreements were effective on April 15, 2011 and cover a notional amount of  $450.0 million and effectively convert this portion of Wireless’ variable rate debt to fixed rate debt at a weighted average annual rate of 5.242%. The monthly interest settlement periods began on April 15, 2011. These agreements expire on April 15, 2014. Interest rate protection agreements are entered into to manage interest rate risk associated with Wireless’ variable-rate borrowings under the Senior Secured Credit Facility. The interest rate protection agreements have been designated as cash flow hedges. If a derivative is designated as a cash flow hedge and the hedging relationship qualifies for hedge accounting under the provisions of ASC 815 (Topic 815, “Derivatives and Hedging”), the effective portion of the change in fair value of the derivative is recorded in accumulated other comprehensive income (loss) and reclassified to interest expense in the period in which the hedged transaction affects earnings. The ineffective portion of the change in fair value of a derivative qualifying for hedge accounting is recognized in earnings in the period of the change. For the three months ended June 30, 2011, the change in fair value did not result in ineffectiveness. At the inception of the cash flow hedges and quarterly thereafter, the Company performs an assessment to determine whether changes in the fair values or cash flows of the derivatives are deemed highly effective in offsetting changes in the fair values or cash flows of the hedged transaction. If at any time subsequent to the inception of the cash flow hedges, the assessment indicates that the derivative is no longer highly effective as a hedge, the Company will discontinue hedge accounting and recognize all subsequent derivative gains and losses in results of operations. The Company estimates that approximately  $18.5 million of net losses that are reported in accumulated other comprehensive loss at June 30, 2011 are expected to be reclassified into earnings within the next 12 months. Cross-default Provisions Wireless’ interest rate protection agreements contain cross-default provisions to its Senior Secured Credit Facility. Wireless’ Senior Secured Credit Facility allows interest rate protection agreements to become secured if the counterparty to the agreement is a current lender under the facility. If Wireless were to default on the Senior Secured Credit Facility, it would trigger these provisions, and the counterparties to the interest rate protection agreements could request immediate payment on interest rate protection agreements in net liability positions, similar to their existing rights as a lender. There are no collateral requirements in the interest rate protection agreements. The aggregate fair value of interest rate protection agreements with cross-default provisions that are in a net liability position on June 30, 2011 is  $18.2 million. Fair Values of Derivative Instruments (in thousands)   Liability Derivatives     As of June 30, 2011   As of December 31, 2010     Balance Sheet Location   Fair Value   Balance Sheet Location   Fair Value Derivatives designated as hedging instruments under ASC 815                 Interest rate protection agreements   Long-term investments    $ 1,716   Long-term investments    $ 10,381 Interest rate protection agreements   Other current liabilities   (18,508 )   Other current liabilities   (17,508 ) Interest rate protection agreements   Other long-term liabilities   (1,457 )   Other long-term liabilities   (1,182 ) Total derivatives designated as hedging instruments under ASC 815        $ (18,249 )        $ (8,309 ) The Effect of Derivative Instruments on the Condensed Consolidated Statement of Income and Comprehensive Income For the Three Months Ended June 30, Derivatives in ASC 815 Cash Flow Hedging Relationships   Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)   Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   2011   2010   2011   2010 Interest rate protection agreements    $ (21,673 )    $ (6,849 )   Interest expense    $ (6,081 )    $ (8,285 ) The Effect of Derivative Instruments on the Condensed Consolidated Statement of Income and Comprehensive Income For the Six Months Ended June 30, Derivatives in ASC 815 Cash Flow Hedging Relationships   Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)   Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   2011   2010   2011   2010 Interest rate protection agreements    $ (20,697 )    $ (16,655 )   Interest expense    $ (10,757 )    $ (19,241 )

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet11.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Intangible Assets	6 Months Ended
Jun. 30, 2011
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets: The Company operates wireless broadband mobile networks under licenses granted by the Federal Communications Commission ("FCC") for a particular geographic area on spectrum allocated by the FCC for terrestrial wireless broadband services. The Company holds personal communications services (“PCS”) licenses, advanced wireless services (“AWS”) licenses, and 700 MHz licenses granted or acquired on various dates. The PCS licenses previously included, and the AWS licenses currently include, the obligation and resulting costs to relocate existing fixed microwave users of the Company’s licensed spectrum if the Company’s use of its spectrum interferes with their systems and/or reimburse other carriers (according to FCC rules) that relocated prior users if the relocation benefits the Company’s system. Accordingly, the Company incurs costs related to microwave relocation in constructing its PCS and AWS networks. FCC Licenses and related microwave relocation costs are recorded at cost. The change in the carrying value of intangible assets during the six months ended June 30, 2011 is as follows (in thousands):     FCC Licenses   Microwave Relocation Costs Balance at January 1, 2011    $ 2,500,192    $ 22,049 Additions   13,579   2,540 Disposals   —   — Balance at June 30, 2011    $ 2,513,771    $ 24,589 Although PCS, AWS and 700 MHz licenses are issued with a stated term, ten years in the case of the PCS licenses, fifteen years in the case of the AWS licenses and approximately ten years for 700 MHz licenses, the renewal of PCS, AWS and 700 MHz licenses is generally a routine matter without substantial cost and the Company has determined that no legal, regulatory, contractual, competitive, economic, or other factors currently exist that limit the useful life of its PCS, AWS and 700 MHz licenses. As such, under the provisions of ASC 350, (Topic 350, “Intangibles-Goodwill and Other”), the Company does not amortize its PCS, AWS and 700 MHz licenses and microwave relocation costs (collectively, its “indefinite-lived intangible assets”) as they are considered to have indefinite lives and together represent the cost of the Company’s spectrum. In accordance with the requirements of ASC 350, the Company performs its annual indefinite-lived intangible assets impairment test as of each September 30th or more frequently if events or changes in circumstances indicate that the carrying value of the indefinite-lived intangible assets might be impaired. The impairment test consists of a comparison of estimated fair value with the carrying value. An impairment loss would be recorded as a reduction in the carrying value of the related indefinite-lived intangible assets and charged to results of operations. No impairment was recognized as a result of the test performed at September 30, 2010. Further, there have been no subsequent indicators of impairment including those indicated in ASC 360 (Topic 360, “Property, Plant, and Equipment”). Accordingly, no subsequent interim impairment tests were performed.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet12.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Long-term Debt	6 Months Ended
Jun. 30, 2011
Debt Disclosure [Abstract]
Long-term Debt	Long-term Debt: Long-term debt consisted of the following (in thousands):     June 30, 2011   December 31, 2010 Senior Secured Credit Facility    $ 2,484,610    $ 1,532,000 7 7/8% Senior Notes   1,000,000   1,000,000 6 5/8% Senior Notes   1,000,000   1,000,000 Capital Lease Obligations   271,442   254,336 Total long-term debt   4,756,052   3,786,336 Add: unamortized discount on debt   (9,124 )   (7,053 ) Total debt   4,746,928   3,779,283 Less: current maturities   (32,416 )   (21,996 ) Total long-term debt    $ 4,714,512    $ 3,757,287 7 7/8% Senior Notes due 2018 In September 2010, Wireless completed the sale of  $1.0 billion of principal amount of 7 7/8% Senior Notes due 2018 (“7 7/8% Senior Notes”). The terms of the 7 7/8% Senior Notes are governed by the indenture, the first supplemental indenture, dated September 21, 2010, and the third supplemental indenture, dated December 23, 2010, among Wireless, the guarantors party thereto and the trustee. The net proceeds of the sale of the 7 7/8% Senior Notes were  $974.0 million after underwriter fees, discounts and other debt issuance costs of  $26.0 million. 6 5/8% Senior Notes due 2020 In November 2010, Wireless completed the sale of  $1.0 billion of principal amount of 6 5/8% Senior Notes due 2020 (“6 5/8% Senior Notes”). The terms of the 6 5/8% Senior Notes are governed by the indenture, the second supplemental indenture, dated November 17, 2010, and the fourth supplemental indenture, dated December 23, 2010, among Wireless, the guarantors party thereto and the trustee. The net proceeds of the sale of the 6 5/8% Senior Notes were  $988.1 million after underwriter fees, discounts and other debt issuance costs of approximately  $11.9 million. Senior Secured Credit Facility In November 2006, Wireless entered into the Senior Secured Credit Facility, which consisted of a  $1.6 billion term loan facility and a  $100.0 million revolving credit facility. In November 2006, Wireless borrowed  $1.6 billion under the Senior Secured Credit Facility. The term loan facility is repayable in quarterly installments in annual aggregate amounts equal to 1% of the initial aggregate principal amount of  $1.6 billion. The term loan facility will mature in November 2013 and the revolving credit facility will mature in November 2011. In July 2010, Wireless entered into an Amendment and Restatement and Resignation and Appointment Agreement (the “Amendment”) which amended and restated the Senior Secured Credit Facility. The Amendment amended the Senior Secured Credit Facility to, among other things, extend the maturity of  $1.0 billion of existing term loans (“Tranche B-2 Term Loans”) under the Senior Secured Credit Facility to November 2016, increase the interest rate to LIBOR plus 3.50% on the extended portion only and reduce the revolving credit facility from  $100.0 million to  $67.5 million. The remaining term loans (“Tranche B-1 Term Loans”) under the Senior Secured Credit Facility will mature in November 2013 and the interest rate continues to be LIBOR plus 2.25%. This modification did not result in a loss on extinguishment of debt. In March 2011, Wireless entered into an Amendment and Restatement Agreement (the “New Amendment”) which further amends and restates the Senior Secured Credit Facility. The New Amendment amended the Senior Secured Credit Facility to, among other things, provide for a new tranche of term loans in the amount of  $500.0 million (“Tranche B-3 Term Loans”), with an interest rate of LIBOR plus 3.75% which will mature in March 2018, and increase the interest rate to LIBOR plus 3.821% on the existing Tranche B-1 and Tranche B-2 Term Loans. The Tranche B-3 Term Loans are repayable in quarterly installments of  $1.25 million. In addition, the aggregate amount of the revolving credit facility was increased from  $67.5 million to  $100.0 million and the maturity of the revolving credit facility was extended to March 2016. The net proceeds from the Tranche B-3 Term Loans were  $490.2 million after underwriter fees, discounts and other debt issuance costs of approximately  $9.8 million. In May 2011, Wireless entered into an Incremental Commitment Agreement (the “Incremental Agreement”) which supplements the New Amendment to provide for an additional  $1.0 billion of Tranche B-3 Term Loans (the “Incremental Tranche B-3 Terms Loans”), which amount was borrowed on May 10, 2011. The Incremental Tranche B-3 Term Loans have an interest rate of LIBOR plus 3.75% and will mature in March 2018. The Incremental Tranche B-3 Term Loans are repayable in quarterly installments of  $2.5 million. A portion of the proceeds from the Incremental Tranche B-3 Term Loans were used to prepay the  $535.8 million in outstanding principal under the Tranche B-1 Term Loans, with the remaining proceeds to be used for general corporate purposes, including opportunistic spectrum acquisitions. The net proceeds from the Incremental Tranche B-3 Term Loans were  $455.9 million after prepayment of the Tranche B-1 Term Loans, underwriter fees, and other debt issuance costs of approximately  $8.3 million. The prepayment of the Tranche B-1 Term Loans resulted in a loss on extinguishment of debt in the amount of  $9.5 million. The Incremental Agreement did not modify the interest rate, maturity date or any of the other terms of the New Amendment applicable to the Tranche B-2 Term Loans or the existing Tranche B-3 Term Loans. The facilities under the Senior Secured Credit Facility are guaranteed by MetroPCS, MetroPCS, Inc. and each of Wireless’ direct and indirect present and future wholly-owned domestic subsidiaries. The Senior Secured Credit Facility contains customary events of default, including cross-defaults. The obligations under the Senior Secured Credit Facility are also secured by the capital stock of Wireless as well as substantially all of Wireless’ present and future assets and the capital stock and substantially all of the assets of each of its direct and indirect present and future wholly-owned subsidiaries (except as prohibited by law and certain permitted exceptions). The New Amendment modified certain limitations under the Senior Secured Credit Facility, including limitations on Wireless' ability to incur additional debt, make certain restricted payments, sell assets, make certain investments or acquisitions, grant liens and pay dividends. In addition, Wireless is no longer subject to certain financial covenants, including maintaining a maximum senior secured consolidated leverage ratio, except under certain circumstances. The interest rate on the outstanding debt under the Senior Secured Credit Facility is variable. The weighted average rate as of June 30, 2011 was 5.008%, which includes the impact of the interest rate protection agreements (See Note 4). Capital Lease Obligations The Company has entered into various non-cancelable capital lease agreements, with varying expiration terms through 2026. Assets and future obligations related to capital leases are included in the accompanying condensed consolidated balance sheets in property and equipment and long-term debt, respectively. Depreciation of assets held under capital leases is included in depreciation and amortization expense. As of June 30, 2011, the Company had  $7.0 million and  $264.4 million of capital lease obligations recorded in current maturities of long-term debt and long-term debt, respectively.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet13.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Fair Value Measurements	6 Months Ended
Jun. 30, 2011
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements: The Company follows the provisions of ASC 820 (Topic 820, “Fair Value Measurements and Disclosures”) which establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:   • Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access. • Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data. • Level 3 - Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use. ASC 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The Company’s financial assets and liabilities measured at fair value on a recurring basis include cash and cash equivalents, short and long-term investments securities and derivative financial instruments.   Included in the Company’s cash equivalents are investments in money market funds consisting of U.S. Treasury securities with an original maturity of 90 days or less. Included in the Company’s short-term investments are securities classified as available-for-sale, which are stated at fair value. These securities include U.S. Treasury securities with an original maturity of over 90 days. Fair value is determined based on observable quotes from banks and unadjusted quoted market prices from identical securities in an active market at the reporting date. Significant inputs to the valuation are observable in the active markets and are classified as Level 1 in the hierarchy. Included in the Company’s long-term investments securities are certain auction rate securities, some of which are secured by collateralized debt obligations with a portion of the underlying collateral being mortgage securities or related to mortgage securities. Due to the lack of availability of observable market quotes on the Company’s investment portfolio of auction rate securities, the fair value was estimated based on valuation models that rely exclusively on unobservable Level 3 inputs including those that are based on expected cash flow streams and collateral values, including assessments of counterparty credit quality, default risk underlying the security, discount rates and overall capital market liquidity. The valuation of the Company’s investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact the Company’s valuation include changes to credit ratings of the securities as well as the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral values, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity. Significant inputs to the investments valuation are unobservable in the active markets and are classified as Level 3 in the hierarchy. Included in the Company’s derivative financial instruments are interest rate swaps. Derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs such as interest rates. These market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps are observable in the active markets and are classified as Level 2 in the hierarchy. The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2011, as required by ASC 820 (in thousands):     Fair Value Measurements     Level 1   Level 2   Level 3   Total Assets                 Cash equivalents    $ 1,853,846    $ —    $ —    $ 1,853,846 Short-term investments   299,954   —   —   299,954 Restricted cash and investments   2,876   —   —   2,876 Long-term investments   —   —   6,319   6,319 Derivative assets   —   1,716   —   1,716 Total assets measured at fair value    $ 2,156,676    $ 1,716    $ 6,319    $ 2,164,711 Liabilities         Derivative liabilities    $ —    $ 19,965    $ —    $ 19,965 Total liabilities measured at fair value    $ —    $ 19,965    $ —    $ 19,965   The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2010, as required by ASC 820 (in thousands):     Fair Value Measurements     Level 1   Level 2   Level 3   Total Assets                 Cash equivalents    $ 787,829    $ —    $ —    $ 787,829 Short-term investments   374,862   —   —   374,862 Restricted cash and investments   2,876   —   —   2,876 Long-term investments   —   —   6,319   6,319 Derivative assets   —   10,381   —   10,381 Total assets measured at fair value    $ 1,165,567    $ 10,381    $ 6,319    $ 1,182,267 Liabilities         Derivative liabilities    $ —    $ 18,690    $ —    $ 18,690 Total liabilities measured at fair value    $ —    $ 18,690    $ —    $ 18,690 The following table summarizes the changes in fair value of the Company’s net derivative liabilities included in Level 2 assets (in thousands): Fair Value Measurements of Net Derivative Liabilities Using Level 2 Inputs   Net Derivative Liabilities     Three Months Ended June 30,     2011   2010 Beginning balance    $ 2,657    $ 23,709 Total losses (realized or unrealized):     Included in earnings (1)   6,081   8,285 Included in accumulated other comprehensive income (loss)   (21,673 )   (6,849 ) Transfers in and/or out of Level 2   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 18,249    $ 22,273  ———————————— (1) Losses included in earnings that are attributable to the reclassification of the effective portion of those derivative liabilities still held at the reporting date as reported in interest expense in the condensed consolidated statements of income and comprehensive income. Fair Value Measurements of Net Derivative Liabilities Using Level 2 Inputs   Net Derivative Liabilities     Six Months Ended June 30,     2011   2010 Beginning balance    $ 8,309    $ 24,859 Total losses (realized or unrealized):     Included in earnings (2)   10,757   19,241 Included in accumulated other comprehensive income (loss)   (20,697 )   (16,655 ) Transfers in and/or out of Level 2   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 18,249    $ 22,273  ———————————— (2) Losses included in earnings that are attributable to the reclassification of the effective portion of those derivative liabilities still held at the reporting date as reported in interest expense in the condensed consolidated statements of income and comprehensive income. The following table summarizes the changes in fair value of the Company’s Level 3 assets (in thousands): Fair Value Measurements of Assets Using Level 3 Inputs   Long-Term Investments     Three Months Ended June 30,     2011   2010 Beginning balance    $ 6,319    $ 6,319 Total losses (realized or unrealized):     Included in earnings   —   — Included in accumulated other comprehensive income (loss)   —   — Transfers in and/or out of Level 3   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 6,319    $ 6,319 Fair Value Measurements of Assets Using Level 3 Inputs   Long-Term Investments     Six Months Ended June 30,     2011   2010 Beginning balance    $ 6,319    $ 6,319 Total losses (realized or unrealized):     Included in earnings   —   — Included in accumulated other comprehensive income (loss)   —   — Transfers in and/or out of Level 3   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 6,319    $ 6,319 The carrying value of the Company’s financial instruments, with the exception of long-term debt including current maturities, reasonably approximate the related fair values as of June 30, 2011 and December 31, 2010. The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. As of June 30, 2011, the carrying value and fair value of long-term debt, including current maturities, were  $4.5 billion and approximately  $4.5 billion, respectively. As of December 31, 2010, the carrying value and fair value of long-term debt, including current maturities, were  $3.5 billion and  $3.5 billion, respectively.   Although the Company has determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop fair value estimates. The fair value estimates are based on information available at June 30, 2011 and December 31, 2010 and have not been revalued since those dates. As such, the Company’s estimates are not necessarily indicative of the amount that the Company, or holders of the instruments, could realize in a current market exchange and current estimates of fair value could differ significantly.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet14.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Net Income Per Common Share	6 Months Ended
Jun. 30, 2011
Earnings Per Share [Abstract]
Net Income Per Common Share	Net Income Per Common Share: The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except share and per share data):     Three Months Ended June 30,   Six Months Ended June 30,     2011   2010   2011   2010 Basic EPS:                 Net income applicable to common stock    $ 84,335    $ 79,915    $ 140,714    $ 102,576 Amount allocable to common shareholders   99.0 %   99.2 %   99.1 %   99.2 % Rights to undistributed earnings    $ 83,496    $ 79,291    $ 139,420    $ 101,775 Weighted average shares outstanding—basic   360,226,487   353,278,423   358,616,324   353,032,030 Net income per common share—basic    $ 0.23    $ 0.22    $ 0.39    $ 0.29 Diluted EPS:         Rights to undistributed earnings    $ 83,496    $ 79,291    $ 139,420    $ 101,775 Weighted average shares outstanding—basic   360,226,487   353,278,423   358,616,324   353,032,030 Effect of dilutive securities:         Stock options   5,163,793   2,407,023   4,536,910   2,119,082 Weighted average shares outstanding—diluted   365,390,280   355,685,446   363,153,234   355,151,112 Net income per common share—diluted    $ 0.23    $ 0.22    $ 0.38    $ 0.29 In accordance with ASC 260 (Topic 260, “Earnings Per Share”), unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents, whether paid or unpaid, are considered a “participating security” for purposes of computing earnings or loss per common share and the two-class method of computing earnings per share is required for all periods presented. During the three and six months ended June 30, 2011 and 2010, the Company issued restricted stock awards. Unvested shares of restricted stock are participating securities such that they have rights to receive non-forfeitable dividends. In accordance with ASC 260, the unvested restricted stock was considered a “participating security” for purposes of computing earnings per common share and was therefore included in the computation of basic and diluted earnings per common share. Under certain of the Company's restricted stock award agreements, unvested shares of restricted stock have rights to receive non-forfeitable dividends. For the three and six months ended June 30, 2011 and 2010, the Company has calculated diluted earnings per share under both the treasury stock method and the two-class method. There was not a significant difference in the per share amounts calculated under the two methods, and the two-class method is disclosed. For the three and six months ended June 30, 2011, approximately 3.7 million and 3.4 million, respectively, of restricted common shares issued to employees have been excluded from the computation of basic net income per common share since the shares are not vested and remain subject to forfeiture. For the three and six months ended June 30, 2010, approximately 2.8 million of restricted common shares issued to employees have been excluded from the computation of basic net income per common share since the shares are not vested and remain subject to forfeiture. For the three months ended June 30, 2011 and 2010, 10.3 million and 25.8 million, respectively, of stock options were excluded from the calculation of diluted net income per common share since the effect was anti-dilutive. For the six months ended June 30, 2011 and 2010, 14.4 million and 25.2 million, respectively, of stock options were excluded from the calculation of diluted net income per common share since the effect was anti-dilutive.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet15.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Commitments and Contingencies	6 Months Ended
Jun. 30, 2011
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies: The Company has entered into a pricing agreement with a handset manufacturer for the purchase of wireless handsets at specified prices. The term of this agreement expires on March 31, 2012. The total aggregate commitment outstanding under this pricing agreement is  $15.8 million.   Litigation The Company is involved in litigation from time to time, including litigation regarding intellectual property claims, that it considers to be in the normal course of business. The Company is not currently party to any pending legal proceedings that the Company believes could, individually or in the aggregate, have a material adverse effect on the Company's financial condition, results of operations or liquidity. However, legal proceedings are inherently unpredictable, and the matters in which the Company is involved often present complex legal and factual issues. The Company intends to vigorously pursue defenses in litigation in which it is involved and engage in discussions where possible to resolve these matters on terms favorable to the Company. The Company believes that any amounts which parties to such litigation allege the Company is liable are not necessarily meaningful indicators of the Company’s potential liability. The Company determines whether it should accrue an estimated loss for a contingency in a particular legal proceeding by assessing whether a loss is probable and can be reasonably estimated. The Company reassesses its views on estimated losses on a quarterly basis to reflect the impact of any developments in the matters in which it is involved. It is possible, however, that the Company’s business, financial condition and results of operations in future periods could be materially adversely affected by increased expense, significant settlement costs and/or unfavorable damage awards relating to such matters.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet16.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Supplemental Cash Flow Information	6 Months Ended
Jun. 30, 2011
Supplemental Cash Flow Information [Abstract]
Supplemental Cash Flow Information	Supplemental Cash Flow Information:     Six Months Ended June 30,     2011   2010     (in thousands) Cash paid for interest    $ 113,313    $ 134,690 Cash paid for income taxes   3,873   2,237 Non-cash investing and financing activities The Company’s accrued purchases of property and equipment were  $96.9 million and  $81.8 million as of June 30, 2011 and 2010, respectively. Included within the Company’s accrued purchases are estimates by management for construction services received based on a percentage of completion. Assets acquired under capital lease obligations were  $20.3 million and  $10.4 million for the six months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2010, the Company returned obsolete network infrastructure assets to one of its vendors in exchange for  $17.8 million in credits towards the purchase of additional network infrastructure assets with the vendor.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet17.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Related-Party Transactions	6 Months Ended
Jun. 30, 2011
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions: One of the Company’s current directors is a managing director of various investment funds affiliated with one of the Company’s greater than 5% stockholders. These funds own interest in a company that provides services to the Company’s customers, including handset insurance programs. Pursuant to the Company’s agreement with this related-party, the Company bills its customers directly for these services and remits the fees collected from its customers for these services to the related-party. In addition, the Company receives compensation for selling handsets to the related-party. One of the Company’s current directors is the chairman of an equity firm that owns interest in a company that provides wireless caller ID with name services to the Company. Pursuant to an additional agreement with this related-party, the Company receives compensation for providing access to the Company’s line information database/calling name data storage to the related-party. One of the Company’s current directors is a managing director of various investment funds affiliated with one of the Company’s greater than 5% stockholders. These funds own interest in a company that provides advertising services to the Company. One of the Company’s current directors is a managing director of various investment funds affiliated with one of the Company’s greater than 5% stockholders. These funds own interest in a company that provides distributed antenna systems ("DAS") leases and maintenance to wireless carriers, including the Company. In addition, another of the Company’s current directors is a general partner of various investment funds which own interest in the same company. These DAS leases are accounted for as capital or operating leases in the Company’s financial statements. Transactions associated with the related parties described above are included in various line items in the accompanying condensed consolidated balance sheets, condensed consolidated statements of income and comprehensive income, and condensed consolidated statements of cash flows. The following tables summarize the transactions with related-parties (in millions):     June 30, 2011   December 31, 2010 Network service fees included in prepaid expenses    $ 1.5    $ 1.5 Receivables from related-party included in other current assets   3.0   0.6 DAS equipment included in property and equipment, net   375.8   366.4 Deferred network service fees included in other assets   9.1   9.9 Payments due to related-party included in accounts payable and accrued expenses   9.4   7.8 Current portion of capital lease obligations included in current maturities of long-term debt   6.2   5.2 Non-current portion of capital lease obligations included in long-term debt, net   231.1   215.4 Deferred DAS service fees included in other long-term liabilities   1.3   1.2       Three Months Ended June 30,   Six Months Ended June 30,     2011   2010   2011   2010 Fees received by the Company as compensation included in service revenues    $ 3.9    $ 2.9    $ 7.4    $ 5.1 Fees received by the Company as compensation included in equipment revenues   6.7   6.8   11.3   9.9 Fees paid by the Company for services and related expenses included in cost of service   5.5   5.9   9.6   10.8 Fees paid by the Company for services included in selling, general and administrative expenses   0.9   1.0   2.6   2.8 DAS equipment depreciation included in depreciation expense   9.7   6.3   18.5   11.7 Capital lease interest included in interest expense   4.8   3.5   9.4   7.0     Six Months Ended June 30,     2011   2010 Capital lease payments included in financing activities    $ 4.0    $ 1.0

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet18.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Guarantor Subsidiaries	6 Months Ended
Jun. 30, 2011
Guarantor Subsidiaries [Abstract]
Guarantor Subsidiaries	Guarantor Subsidiaries: In connection with Wireless’ 7 7/8% Senior Notes, 6 5/8% 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 7 7/8% Senior Notes and 6 5/8% 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. 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 9 1/4% Senior Notes due 2014 , or 9 1/4% Senior Notes, 7 7/8% Senior Notes, 6 5/8% 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 June 30, 2011 and December 31, 2010, condensed consolidating statements of income for the three and six months ended June 30, 2011 and 2010, and condensed consolidating statements of cash flows for the six months ended June 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 June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) CURRENT ASSETS:                     Cash and cash equivalents    $ 1,603,172    $ 252,200    $ 622    $ —    $ 1,855,994 Short-term investments   299,954   —   —   —   299,954 Inventories   —   124,947   15,101   —   140,048 Prepaid expenses   171   487   64,324   —   64,982 Deferred charges   —   94,931   —   —   94,931 Advances to subsidiaries   —   1,464,837   —   (1,464,837 )   — Other current assets   94   71,812   40,487   —   112,393 Total current assets   1,903,391   2,009,214   120,534   (1,464,837 )   2,568,302 Property and equipment, net   —   31,234   3,825,635   —   3,856,869 Long-term investments   6,319   1,716   —   —   8,035 Investment in subsidiaries   1,139,888   4,344,422   —   (5,484,310 )   — FCC licenses   —   3,800   2,534,560   —   2,538,360 Other assets   —   96,151   33,310   —   129,461 Total assets    $ 3,049,598    $ 6,486,537    $ 6,514,039    $ (6,949,147 )    $ 9,101,027 CURRENT LIABILITIES:                     Accounts payable and accrued expenses    $ —    $ 78,511    $ 349,411    $ —    $ 427,922 Advances from subsidiaries   297,941   —   1,166,896   (1,464,837 )   — Other current liabilities   —   90,123   207,628   —   297,751 Total current liabilities   297,941   168,634   1,723,935   (1,464,837 )   725,673 Long-term debt   —   4,450,097   264,415   —   4,714,512 Deferred credits   1,939   719,011   109,430   —   830,380 Other long-term liabilities   —   8,907   71,837   —   80,744 Total liabilities   299,880   5,346,649   2,169,617   (1,464,837 )   6,351,309 STOCKHOLDERS’ EQUITY:                     Common stock   36   —   —   —   36 Other stockholders’ equity   2,749,682   1,139,888   4,344,422   (5,484,310 )   2,749,682 Total stockholders’ equity   2,749,718   1,139,888   4,344,422   (5,484,310 )   2,749,718 Total liabilities and stockholders’ equity    $ 3,049,598    $ 6,486,537    $ 6,514,039    $ (6,949,147 )    $ 9,101,027   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 Deferred charges   —   89,775   —   —   89,775 Advances to subsidiaries   647,701   462,518   —   (1,110,219 )   — Other current assets   94   81,308   39,789   —   121,191 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 June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 6,441    $ 1,210,352    $ (7,340 )    $ 1,209,453 OPERATING EXPENSES:                     Cost of revenues   —   5,907   709,997   (7,340 )   708,564 Selling, general and administrative expenses   —   528   154,028   —   154,556 Other operating expenses   —   60   136,018   —   136,078 Total operating expenses   —   6,495   1,000,043   (7,340 )   999,198 (Loss) income from operations   —   (54 )   210,309   —   210,255 OTHER EXPENSE (INCOME):                     Interest expense   —   62,918   4,062   —   66,980 Non-operating expenses   (480 )   9,516   (197 )   —   8,839 Earnings from consolidated subsidiaries   (83,855 )   (207,631 )   —   291,486   — Total other (income) expense   (84,335 )   (135,197 )   3,865   291,486   75,819 Income (loss) before provision for income taxes   84,335   135,143   206,444   (291,486 )   134,436 Provision for income taxes   —   (51,288 )   1,187   —   (50,101 ) Net income (loss)    $ 84,335    $ 83,855    $ 207,631    $ (291,486 )    $ 84,335 Condensed Consolidated Statement of Income Three Months Ended June 30, 2010       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 6,336    $ 1,060,203    $ (54,003 )    $ 1,012,536 OPERATING EXPENSES:                     Cost of revenues   —   6,004   591,521   (54,003 )   543,522 Selling, general and administrative expenses   —   331   158,269   —   158,600 Other operating expenses   —   35   111,967   —   112,002 Total operating expenses   —   6,370   861,757   (54,003 )   814,124 (Loss) income from operations   —   (34 )   198,446   —   198,412 OTHER EXPENSE (INCOME):                     Interest expense   —   63,023   40,559   (38,079 )   65,503 Non-operating expenses   (367 )   (37,591 )   (34 )   38,079   87 Earnings from consolidated subsidiaries   (79,548 )   (157,921 )   —   237,469   — Total other (income) expense   (79,915 )   (132,489 )   40,525   237,469   65,590 Income (loss) before provision for income taxes   79,915   132,455   157,921   (237,469 )   132,822 Provision for income taxes   —   (52,907 )   —   —   (52,907 ) Net income (loss)    $ 79,915    $ 79,548    $ 157,921    $ (237,469 )    $ 79,915   Condensed Consolidated Statement of Income Six Months Ended June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 10,924    $ 2,408,295    $ (15,390 )    $ 2,403,829 OPERATING EXPENSES:                     Cost of revenues   —   10,209   1,464,424   (15,390 )   1,459,243 Selling, general and administrative expenses   —   715   323,612   —   324,327 Other operating expenses   —   154   264,513   —   264,667 Total operating expenses   —   11,078   2,052,549   (15,390 )   2,048,237 (Loss) income from operations   —   (154 )   355,746   —   355,592 OTHER EXPENSE (INCOME):                     Interest expense   —   115,294   8,247   —   123,541 Non-operating expenses   (986 )   9,509   (455 )   —   8,068 Earnings from consolidated subsidiaries   (139,728 )   (349,870 )   —   489,598   — Total other (income) expense   (140,714 )   (225,067 )   7,792   489,598   131,609 Income (loss) before provision for income taxes   140,714   224,913   347,954   (489,598 )   223,983 Provision for income taxes   —   (85,185 )   1,916   —   (83,269 ) Net income (loss)    $ 140,714    $ 139,728    $ 349,870    $ (489,598 )    $ 140,714 Condensed Consolidated Statement of Income Six Months Ended June 30, 2010       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 9,471    $ 2,076,237    $ (102,669 )    $ 1,983,039 OPERATING EXPENSES:                     Cost of revenues   —   9,035   1,235,546   (102,669 )   1,141,912 Selling, general and administrative expenses   —   436   318,074   —   318,510 Other operating expenses   —   66   218,908   —   218,974 Total operating expenses   —   9,537   1,772,528   (102,669 )   1,679,396 (Loss) income from operations   —   (66 )   303,709   —   303,643 OTHER EXPENSE (INCOME):                     Interest expense   —   128,202   80,902   (76,119 )   132,985 Non-operating expenses   (823 )   (75,180 )   (38 )   76,119   78 Earnings from consolidated subsidiaries   (101,753 )   (222,845 )   —   324,598   — Total other (income) expense   (102,576 )   (169,823 )   80,864   324,598   133,063 Income (loss) before provision for income taxes   102,576   169,757   222,845   (324,598 )   170,580 Provision for income taxes   —   (68,004 )   —   —   (68,004 ) Net income (loss)    $ 102,576    $ 101,753    $ 222,845    $ (324,598 )    $ 102,576   Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES:                     Net cash provided by (used in) operating activities    $ 497    $ (126,873 )    $ 608,476    $ —    $ 482,100 CASH FLOWS FROM INVESTING ACTIVITIES:                     Purchases of property and equipment   —   (6,950 )   (444,623 )   —   (451,573 ) Purchase of investments   (299,826 )   —   —   —   (299,826 ) Proceeds from maturity of investments   375,000   —   —   —   375,000 Change in advances – affiliates   671,631   (820,250 )   —   148,619   — Other investing activities, net   —   (17,691 )   (10,175 )   —   (27,866 ) Net cash provided by (used in) investing activities   746,805   (844,891 )   (454,798 )   148,619   (404,265 ) CASH FLOWS FROM FINANCING ACTIVITIES:                     Change in advances – affiliates   297,941   —   (149,322 )   (148,619 )   — Change in book overfraft   —   1,263   —   —   1,263 Proceeds from debt issuance, net of discount   —   1,497,500   —   —   1,497,500 Retirement of senior secured credit facility debt   —   (535,792 )   —   —   (535,792 ) Proceeds from exercise of stock options   53,671   —   —   —   53,671 Other financing activities, net   (3,591 )   (26,949 )   (4,474 )   —   (35,014 ) Net cash provided by (used in) financing activities   348,021   936,022   (153,796 )   (148,619 )   981,628 INCREASE(DECREASE)IN CASH AND CASH EQUIVALENTS   1,095,323   (35,742 )   (118 )   —   1,059,463 CASH AND CASH EQUIVALENTS, beginning of period   507,849   287,942   740   —   796,531 CASH AND CASH EQUIVALENTS, end of period    $ 1,603,172    $ 252,200    $ 622    $ —    $ 1,855,994   Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2010       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES:                     Net cash provided by (used in) operating activities    $ 677    $ (110,982 )    $ 447,756    $ —    $ 337,451 CASH FLOWS FROM INVESTING ACTIVITIES:                     Purchases of property and equipment   —   (49,899 )   (265,438 )   —   (315,337 ) Purchase of investments   (312,225 )   —   —   —   (312,225 ) Proceeds from maturity of investments   237,500   —   —   —   237,500 Change in advances - affiliates   1,638   285,848   —   (287,486 )   — Proceeds from affiliate debt   —   233,152   —   (233,152 )   — Issuance of affiliate debt   —   (333,000 )   —   333,000   — Other investing activities, net   —   (16,789 )   4,380   —   (12,409 ) Net cash (used in) provided by investing activities   (73,087 )   119,312   (261,058 )   (187,638 )   (402,471 ) CASH FLOWS FROM FINANCING ACTIVITIES:                     Change in book overdraft   —   (80,394 )   57   —   (80,337 ) Proceeds from long-term loan   —   —   333,000   (333,000 )   — Change in advances - affiliates   —   —   (287,486 )   287,486   — Repayment of debt   —   (8,000 )   (233,152 )   233,152   (8,000 ) Proceeds from exercise of stock options   2,592   —   —   —   2,592 Other financing activities, net   (852 )   —   (1,224 )   —   (2,076 ) Net cash provided by (used in) financing activities   1,740   (88,394 )   (188,805 )   187,638   (87,821 ) DECREASE IN CASH AND CASH EQUIVALENTS   (70,670 )   (80,064 )   (2,107 )   —   (152,841 ) CASH AND CASH EQUIVALENTS, beginning of period   642,089   269,836   17,456   —   929,381 CASH AND CASH EQUIVALENTS, end of period    $ 571,419    $ 189,772    $ 15,349    $ —    $ 776,540

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet19.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Significant Accounting Policies	6 Months Ended
Jun. 30, 2011
Basis of Presentation and Significant Accounting Policies [Abstract]
Consolidation Policy	The accompanying unaudited condensed consolidated interim financial statements include the balances and results of operations of MetroPCS Communications, Inc. (“MetroPCS”) and its consolidated subsidiaries (collectively, the “Company”).
Basis of Accounting Policy	The condensed consolidated balance sheets as of June 30, 2011 and December 31, 2010, the condensed consolidated statements of income and comprehensive income and cash flows for the periods ended June 30, 2011 and 2010, and the related footnotes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates Policy	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment Reporting Policy	The Company has thirteen operating segments based on geographic region within the United States: Atlanta, Boston, Dallas/Ft. Worth, Detroit, Las Vegas, Los Angeles, Miami, New York, Orlando/Jacksonville, Philadelphia, Sacramento, San Francisco and Tampa/Sarasota. In accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280 (Topic 280, “Segment Reporting”), the Company aggregates its thirteen operating segments into one reportable segment.
Gross and Net Revenue Presentation Policy	Federal Universal Service Fund (“FUSF”), E-911 and various other fees are assessed by various governmental authorities in connection with the services that the Company provides to its customers. The Company offers a family of service plans, which include all applicable taxes and regulatory fees (“tax inclusive plans”). The Company reports regulatory fees for the tax inclusive plans in cost of service on the accompanying condensed consolidated statements of income and comprehensive income. When the Company separately assesses these regulatory fees on its customers, the Company reports these regulatory fees on a gross basis in service revenues and cost of service on the accompanying condensed consolidated statements of income and comprehensive income. For the three months ended June 30, 2011 and 2010, the Company recorded  $17.4 million and  $21.5 million, respectively, of FUSF, E-911 and other fees on a gross basis. For the six months ended June 30, 2011 and 2010, the Company recorded  $35.5 million and  $44.6 million, respectively, of FUSF, E-911 and other fees on a gross basis. Sales, use and excise taxes for all service plans are reported on a net basis in selling, general and administrative expenses on the accompanying condensed consolidated statements of income and comprehensive income.

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet20.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Short-term Investments (Tables)	6 Months Ended
Jun. 30, 2011
Investments, Debt and Equity Securities [Abstract]
Schedule of Available-for-sale Securities	Short-term investments, with an original maturity of over 90 days, consisted of the following (in thousands):     As of June 30, 2011     Amortized Cost   Unrealized Gain in Accumulated OCI   Unrealized Loss in Accumulated OCI   Aggregate Fair Value Equity securities    $ 7    $ —    $ (5 )    $ 2 U.S. Treasury securities   299,826   126   —   299,952 Total short-term investments    $ 299,833    $ 126    $ (5 )    $ 299,954       As of December 31, 2010     Amortized Cost   Unrealized Gain in Accumulated OCI   Unrealized Loss in Accumulated OCI   Aggregate Fair Value Equity securities    $ 7    $ —    $ (6 )    $ 1 U.S. Treasury securities   374,681   180   —   374,861 Total short-term investments    $ 374,688    $ 180    $ (6 )    $ 374,862

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet21.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Derivative Instruments and Hedging Activities (Tables)	6 Months Ended
Jun. 30, 2011
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Fair Values of Derivative Instruments	Fair Values of Derivative Instruments (in thousands)   Liability Derivatives     As of June 30, 2011   As of December 31, 2010     Balance Sheet Location   Fair Value   Balance Sheet Location   Fair Value Derivatives designated as hedging instruments under ASC 815                 Interest rate protection agreements   Long-term investments    $ 1,716   Long-term investments    $ 10,381 Interest rate protection agreements   Other current liabilities   (18,508 )   Other current liabilities   (17,508 ) Interest rate protection agreements   Other long-term liabilities   (1,457 )   Other long-term liabilities   (1,182 ) Total derivatives designated as hedging instruments under ASC 815        $ (18,249 )        $ (8,309 )
Effect of Derivative Instruments on the Condensed Consolidated Statement of Income and Comprehensive Income	The Effect of Derivative Instruments on the Condensed Consolidated Statement of Income and Comprehensive Income For the Three Months Ended June 30, Derivatives in ASC 815 Cash Flow Hedging Relationships   Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)   Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   2011   2010   2011   2010 Interest rate protection agreements    $ (21,673 )    $ (6,849 )   Interest expense    $ (6,081 )    $ (8,285 ) The Effect of Derivative Instruments on the Condensed Consolidated Statement of Income and Comprehensive Income For the Six Months Ended June 30, Derivatives in ASC 815 Cash Flow Hedging Relationships   Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)   Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   2011   2010   2011   2010 Interest rate protection agreements    $ (20,697 )    $ (16,655 )   Interest expense    $ (10,757 )    $ (19,241 )

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet22.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Intangible Assets (Tables)	6 Months Ended
Jun. 30, 2011
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Acquired Indefinite-lived Intangible Assets	FCC Licenses   Microwave Relocation Costs Balance at January 1, 2011    $ 2,500,192    $ 22,049 Additions   13,579   2,540 Disposals   —   — Balance at June 30, 2011    $ 2,513,771    $ 24,589

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet23.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Long-term Debt (Tables)	6 Months Ended
Jun. 30, 2011
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following (in thousands):     June 30, 2011   December 31, 2010 Senior Secured Credit Facility    $ 2,484,610    $ 1,532,000 7 7/8% Senior Notes   1,000,000   1,000,000 6 5/8% Senior Notes   1,000,000   1,000,000 Capital Lease Obligations   271,442   254,336 Total long-term debt   4,756,052   3,786,336 Add: unamortized discount on debt   (9,124 )   (7,053 ) Total debt   4,746,928   3,779,283 Less: current maturities   (32,416 )   (21,996 ) Total long-term debt    $ 4,714,512    $ 3,757,287

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet24.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Fair Value Measurements (Tables)	6 Months Ended
Jun. 30, 2011
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2011, as required by ASC 820 (in thousands):     Fair Value Measurements     Level 1   Level 2   Level 3   Total Assets                 Cash equivalents    $ 1,853,846    $ —    $ —    $ 1,853,846 Short-term investments   299,954   —   —   299,954 Restricted cash and investments   2,876   —   —   2,876 Long-term investments   —   —   6,319   6,319 Derivative assets   —   1,716   —   1,716 Total assets measured at fair value    $ 2,156,676    $ 1,716    $ 6,319    $ 2,164,711 Liabilities         Derivative liabilities    $ —    $ 19,965    $ —    $ 19,965 Total liabilities measured at fair value    $ —    $ 19,965    $ —    $ 19,965   The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2010, as required by ASC 820 (in thousands):     Fair Value Measurements     Level 1   Level 2   Level 3   Total Assets                 Cash equivalents    $ 787,829    $ —    $ —    $ 787,829 Short-term investments   374,862   —   —   374,862 Restricted cash and investments   2,876   —   —   2,876 Long-term investments   —   —   6,319   6,319 Derivative assets   —   10,381   —   10,381 Total assets measured at fair value    $ 1,165,567    $ 10,381    $ 6,319    $ 1,182,267 Liabilities         Derivative liabilities    $ —    $ 18,690    $ —    $ 18,690 Total liabilities measured at fair value    $ —    $ 18,690    $ —    $ 18,690
Fair Value, Derivatives Measured On Recurring Basis Observable Input Reconciliation	The following table summarizes the changes in fair value of the Company’s net derivative liabilities included in Level 2 assets (in thousands): Fair Value Measurements of Net Derivative Liabilities Using Level 2 Inputs   Net Derivative Liabilities     Three Months Ended June 30,     2011   2010 Beginning balance    $ 2,657    $ 23,709 Total losses (realized or unrealized):     Included in earnings (1)   6,081   8,285 Included in accumulated other comprehensive income (loss)   (21,673 )   (6,849 ) Transfers in and/or out of Level 2   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 18,249    $ 22,273  ———————————— (1) Losses included in earnings that are attributable to the reclassification of the effective portion of those derivative liabilities still held at the reporting date as reported in interest expense in the condensed consolidated statements of income and comprehensive income. Fair Value Measurements of Net Derivative Liabilities Using Level 2 Inputs   Net Derivative Liabilities     Six Months Ended June 30,     2011   2010 Beginning balance    $ 8,309    $ 24,859 Total losses (realized or unrealized):     Included in earnings (2)   10,757   19,241 Included in accumulated other comprehensive income (loss)   (20,697 )   (16,655 ) Transfers in and/or out of Level 2   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 18,249    $ 22,273  ———————————— (2) Losses included in earnings that are attributable to the reclassification of the effective portion of those derivative liabilities still held at the reporting date as reported in interest expense in the condensed consolidated statements of income and comprehensive income.
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation	The following table summarizes the changes in fair value of the Company’s Level 3 assets (in thousands): Fair Value Measurements of Assets Using Level 3 Inputs   Long-Term Investments     Three Months Ended June 30,     2011   2010 Beginning balance    $ 6,319    $ 6,319 Total losses (realized or unrealized):     Included in earnings   —   — Included in accumulated other comprehensive income (loss)   —   — Transfers in and/or out of Level 3   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 6,319    $ 6,319 Fair Value Measurements of Assets Using Level 3 Inputs   Long-Term Investments     Six Months Ended June 30,     2011   2010 Beginning balance    $ 6,319    $ 6,319 Total losses (realized or unrealized):     Included in earnings   —   — Included in accumulated other comprehensive income (loss)   —   — Transfers in and/or out of Level 3   —   — Purchases, sales, issuances and settlements   —   — Ending balance    $ 6,319    $ 6,319

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet25.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Net Income Per Common Share (Tables)	6 Months Ended
Jun. 30, 2011
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except share and per share data):     Three Months Ended June 30,   Six Months Ended June 30,     2011   2010   2011   2010 Basic EPS:                 Net income applicable to common stock    $ 84,335    $ 79,915    $ 140,714    $ 102,576 Amount allocable to common shareholders   99.0 %   99.2 %   99.1 %   99.2 % Rights to undistributed earnings    $ 83,496    $ 79,291    $ 139,420    $ 101,775 Weighted average shares outstanding—basic   360,226,487   353,278,423   358,616,324   353,032,030 Net income per common share—basic    $ 0.23    $ 0.22    $ 0.39    $ 0.29 Diluted EPS:         Rights to undistributed earnings    $ 83,496    $ 79,291    $ 139,420    $ 101,775 Weighted average shares outstanding—basic   360,226,487   353,278,423   358,616,324   353,032,030 Effect of dilutive securities:         Stock options   5,163,793   2,407,023   4,536,910   2,119,082 Weighted average shares outstanding—diluted   365,390,280   355,685,446   363,153,234   355,151,112 Net income per common share—diluted    $ 0.23    $ 0.22    $ 0.38    $ 0.29

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet26.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Supplemental Cash Flow Information (Tables)	6 Months Ended
Jun. 30, 2011
Supplemental Cash Flow Information [Abstract]
Schedule of Supplemental Cash Flow Disclosures	Six Months Ended June 30,     2011   2010     (in thousands) Cash paid for interest    $ 113,313    $ 134,690 Cash paid for income taxes   3,873   2,237

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet27.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Related-Party Transactions (Tables)	6 Months Ended
Jun. 30, 2011
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	Transactions associated with the related parties described above are included in various line items in the accompanying condensed consolidated balance sheets, condensed consolidated statements of income and comprehensive income, and condensed consolidated statements of cash flows. The following tables summarize the transactions with related-parties (in millions):     June 30, 2011   December 31, 2010 Network service fees included in prepaid expenses    $ 1.5    $ 1.5 Receivables from related-party included in other current assets   3.0   0.6 DAS equipment included in property and equipment, net   375.8   366.4 Deferred network service fees included in other assets   9.1   9.9 Payments due to related-party included in accounts payable and accrued expenses   9.4   7.8 Current portion of capital lease obligations included in current maturities of long-term debt   6.2   5.2 Non-current portion of capital lease obligations included in long-term debt, net   231.1   215.4 Deferred DAS service fees included in other long-term liabilities   1.3   1.2       Three Months Ended June 30,   Six Months Ended June 30,     2011   2010   2011   2010 Fees received by the Company as compensation included in service revenues    $ 3.9    $ 2.9    $ 7.4    $ 5.1 Fees received by the Company as compensation included in equipment revenues   6.7   6.8   11.3   9.9 Fees paid by the Company for services and related expenses included in cost of service   5.5   5.9   9.6   10.8 Fees paid by the Company for services included in selling, general and administrative expenses   0.9   1.0   2.6   2.8 DAS equipment depreciation included in depreciation expense   9.7   6.3   18.5   11.7 Capital lease interest included in interest expense   4.8   3.5   9.4   7.0     Six Months Ended June 30,     2011   2010 Capital lease payments included in financing activities    $ 4.0    $ 1.0

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet28.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Guarantor Subsidiaries (Tables)	3 Months Ended	6 Months Ended	12 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Guarantor Subsidiaries [Abstract]
Schedule of Condensed Consolidated Statements of Financial Position			Condensed Consolidated Balance Sheet As of June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) CURRENT ASSETS:                     Cash and cash equivalents    $ 1,603,172    $ 252,200    $ 622    $ —    $ 1,855,994 Short-term investments   299,954   —   —   —   299,954 Inventories   —   124,947   15,101   —   140,048 Prepaid expenses   171   487   64,324   —   64,982 Deferred charges   —   94,931   —   —   94,931 Advances to subsidiaries   —   1,464,837   —   (1,464,837 )   — Other current assets   94   71,812   40,487   —   112,393 Total current assets   1,903,391   2,009,214   120,534   (1,464,837 )   2,568,302 Property and equipment, net   —   31,234   3,825,635   —   3,856,869 Long-term investments   6,319   1,716   —   —   8,035 Investment in subsidiaries   1,139,888   4,344,422   —   (5,484,310 )   — FCC licenses   —   3,800   2,534,560   —   2,538,360 Other assets   —   96,151   33,310   —   129,461 Total assets    $ 3,049,598    $ 6,486,537    $ 6,514,039    $ (6,949,147 )    $ 9,101,027 CURRENT LIABILITIES:                     Accounts payable and accrued expenses    $ —    $ 78,511    $ 349,411    $ —    $ 427,922 Advances from subsidiaries   297,941   —   1,166,896   (1,464,837 )   — Other current liabilities   —   90,123   207,628   —   297,751 Total current liabilities   297,941   168,634   1,723,935   (1,464,837 )   725,673 Long-term debt   —   4,450,097   264,415   —   4,714,512 Deferred credits   1,939   719,011   109,430   —   830,380 Other long-term liabilities   —   8,907   71,837   —   80,744 Total liabilities   299,880   5,346,649   2,169,617   (1,464,837 )   6,351,309 STOCKHOLDERS’ EQUITY:                     Common stock   36   —   —   —   36 Other stockholders’ equity   2,749,682   1,139,888   4,344,422   (5,484,310 )   2,749,682 Total stockholders’ equity   2,749,718   1,139,888   4,344,422   (5,484,310 )   2,749,718 Total liabilities and stockholders’ equity    $ 3,049,598    $ 6,486,537    $ 6,514,039    $ (6,949,147 )    $ 9,101,027		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 Deferred charges   —   89,775   —   —   89,775 Advances to subsidiaries   647,701   462,518   —   (1,110,219 )   — Other current assets   94   81,308   39,789   —   121,191 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
Schedule of Condensed Consolidated Statements of Income	Condensed Consolidated Statement of Income Three Months Ended June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 6,441    $ 1,210,352    $ (7,340 )    $ 1,209,453 OPERATING EXPENSES:                     Cost of revenues   —   5,907   709,997   (7,340 )   708,564 Selling, general and administrative expenses   —   528   154,028   —   154,556 Other operating expenses   —   60   136,018   —   136,078 Total operating expenses   —   6,495   1,000,043   (7,340 )   999,198 (Loss) income from operations   —   (54 )   210,309   —   210,255 OTHER EXPENSE (INCOME):                     Interest expense   —   62,918   4,062   —   66,980 Non-operating expenses   (480 )   9,516   (197 )   —   8,839 Earnings from consolidated subsidiaries   (83,855 )   (207,631 )   —   291,486   — Total other (income) expense   (84,335 )   (135,197 )   3,865   291,486   75,819 Income (loss) before provision for income taxes   84,335   135,143   206,444   (291,486 )   134,436 Provision for income taxes   —   (51,288 )   1,187   —   (50,101 ) Net income (loss)    $ 84,335    $ 83,855    $ 207,631    $ (291,486 )    $ 84,335	Condensed Consolidated Statement of Income Three Months Ended June 30, 2010       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 6,336    $ 1,060,203    $ (54,003 )    $ 1,012,536 OPERATING EXPENSES:                     Cost of revenues   —   6,004   591,521   (54,003 )   543,522 Selling, general and administrative expenses   —   331   158,269   —   158,600 Other operating expenses   —   35   111,967   —   112,002 Total operating expenses   —   6,370   861,757   (54,003 )   814,124 (Loss) income from operations   —   (34 )   198,446   —   198,412 OTHER EXPENSE (INCOME):                     Interest expense   —   63,023   40,559   (38,079 )   65,503 Non-operating expenses   (367 )   (37,591 )   (34 )   38,079   87 Earnings from consolidated subsidiaries   (79,548 )   (157,921 )   —   237,469   — Total other (income) expense   (79,915 )   (132,489 )   40,525   237,469   65,590 Income (loss) before provision for income taxes   79,915   132,455   157,921   (237,469 )   132,822 Provision for income taxes   —   (52,907 )   —   —   (52,907 ) Net income (loss)    $ 79,915    $ 79,548    $ 157,921    $ (237,469 )    $ 79,915	Condensed Consolidated Statement of Income Six Months Ended June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 10,924    $ 2,408,295    $ (15,390 )    $ 2,403,829 OPERATING EXPENSES:                     Cost of revenues   —   10,209   1,464,424   (15,390 )   1,459,243 Selling, general and administrative expenses   —   715   323,612   —   324,327 Other operating expenses   —   154   264,513   —   264,667 Total operating expenses   —   11,078   2,052,549   (15,390 )   2,048,237 (Loss) income from operations   —   (154 )   355,746   —   355,592 OTHER EXPENSE (INCOME):                     Interest expense   —   115,294   8,247   —   123,541 Non-operating expenses   (986 )   9,509   (455 )   —   8,068 Earnings from consolidated subsidiaries   (139,728 )   (349,870 )   —   489,598   — Total other (income) expense   (140,714 )   (225,067 )   7,792   489,598   131,609 Income (loss) before provision for income taxes   140,714   224,913   347,954   (489,598 )   223,983 Provision for income taxes   —   (85,185 )   1,916   —   (83,269 ) Net income (loss)    $ 140,714    $ 139,728    $ 349,870    $ (489,598 )    $ 140,714	Condensed Consolidated Statement of Income Six Months Ended June 30, 2010       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) REVENUES:                     Total Revenues    $ —    $ 9,471    $ 2,076,237    $ (102,669 )    $ 1,983,039 OPERATING EXPENSES:                     Cost of revenues   —   9,035   1,235,546   (102,669 )   1,141,912 Selling, general and administrative expenses   —   436   318,074   —   318,510 Other operating expenses   —   66   218,908   —   218,974 Total operating expenses   —   9,537   1,772,528   (102,669 )   1,679,396 (Loss) income from operations   —   (66 )   303,709   —   303,643 OTHER EXPENSE (INCOME):                     Interest expense   —   128,202   80,902   (76,119 )   132,985 Non-operating expenses   (823 )   (75,180 )   (38 )   76,119   78 Earnings from consolidated subsidiaries   (101,753 )   (222,845 )   —   324,598   — Total other (income) expense   (102,576 )   (169,823 )   80,864   324,598   133,063 Income (loss) before provision for income taxes   102,576   169,757   222,845   (324,598 )   170,580 Provision for income taxes   —   (68,004 )   —   —   (68,004 ) Net income (loss)    $ 102,576    $ 101,753    $ 222,845    $ (324,598 )    $ 102,576
Schedule of Condensed Consolidated Statements of Cash Flows			Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2011       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES:                     Net cash provided by (used in) operating activities    $ 497    $ (126,873 )    $ 608,476    $ —    $ 482,100 CASH FLOWS FROM INVESTING ACTIVITIES:                     Purchases of property and equipment   —   (6,950 )   (444,623 )   —   (451,573 ) Purchase of investments   (299,826 )   —   —   —   (299,826 ) Proceeds from maturity of investments   375,000   —   —   —   375,000 Change in advances – affiliates   671,631   (820,250 )   —   148,619   — Other investing activities, net   —   (17,691 )   (10,175 )   —   (27,866 ) Net cash provided by (used in) investing activities   746,805   (844,891 )   (454,798 )   148,619   (404,265 ) CASH FLOWS FROM FINANCING ACTIVITIES:                     Change in advances – affiliates   297,941   —   (149,322 )   (148,619 )   — Change in book overfraft   —   1,263   —   —   1,263 Proceeds from debt issuance, net of discount   —   1,497,500   —   —   1,497,500 Retirement of senior secured credit facility debt   —   (535,792 )   —   —   (535,792 ) Proceeds from exercise of stock options   53,671   —   —   —   53,671 Other financing activities, net   (3,591 )   (26,949 )   (4,474 )   —   (35,014 ) Net cash provided by (used in) financing activities   348,021   936,022   (153,796 )   (148,619 )   981,628 INCREASE(DECREASE)IN CASH AND CASH EQUIVALENTS   1,095,323   (35,742 )   (118 )   —   1,059,463 CASH AND CASH EQUIVALENTS, beginning of period   507,849   287,942   740   —   796,531 CASH AND CASH EQUIVALENTS, end of period    $ 1,603,172    $ 252,200    $ 622    $ —    $ 1,855,994	Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2010       Parent   Issuer   Guarantor Subsidiaries   Eliminations   Consolidated     (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES:                     Net cash provided by (used in) operating activities    $ 677    $ (110,982 )    $ 447,756    $ —    $ 337,451 CASH FLOWS FROM INVESTING ACTIVITIES:                     Purchases of property and equipment   —   (49,899 )   (265,438 )   —   (315,337 ) Purchase of investments   (312,225 )   —   —   —   (312,225 ) Proceeds from maturity of investments   237,500   —   —   —   237,500 Change in advances - affiliates   1,638   285,848   —   (287,486 )   — Proceeds from affiliate debt   —   233,152   —   (233,152 )   — Issuance of affiliate debt   —   (333,000 )   —   333,000   — Other investing activities, net   —   (16,789 )   4,380   —   (12,409 ) Net cash (used in) provided by investing activities   (73,087 )   119,312   (261,058 )   (187,638 )   (402,471 ) CASH FLOWS FROM FINANCING ACTIVITIES:                     Change in book overdraft   —   (80,394 )   57   —   (80,337 ) Proceeds from long-term loan   —   —   333,000   (333,000 )   — Change in advances - affiliates   —   —   (287,486 )   287,486   — Repayment of debt   —   (8,000 )   (233,152 )   233,152   (8,000 ) Proceeds from exercise of stock options   2,592   —   —   —   2,592 Other financing activities, net   (852 )   —   (1,224 )   —   (2,076 ) Net cash provided by (used in) financing activities   1,740   (88,394 )   (188,805 )   187,638   (87,821 ) DECREASE IN CASH AND CASH EQUIVALENTS   (70,670 )   (80,064 )   (2,107 )   —   (152,841 ) CASH AND CASH EQUIVALENTS, beginning of period   642,089   269,836   17,456   —   929,381 CASH AND CASH EQUIVALENTS, end of period    $ 571,419    $ 189,772    $ 15,349    $ —    $ 776,540

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet29.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Basis of Presentation (Details) (USD  $) In Millions	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
FUSF, E-911, and other fees included in gross revenue	$ 17.4	$ 21.5	$ 35.5	$ 44.6

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet30.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Asset Acquisition (Details) (USD  $) In Millions	1 Months Ended
Jun. 30, 2011	Feb. 28, 2011	Nov. 30, 2010	Oct. 31, 2010
Significant Acquisitions
Asset Acquisition, Purchase Price				$ 49.2
Asset Acquisition, Cash Payments		8	41.1
Asset Acquisition, Purchase Price Adjustment	0.5
Asset Acquisition, Acquired Property and Equipment, Amount				35.6
Asset Acquisition, Acquired Intangible Assets, Amount				$ 13.6

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet31.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Short-term Investments (Details) (USD  $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Schedule of Available-for-sale Securities
Amortized Cost	$ 299,833	$ 374,688
Unrealized Gain in Accumulated OCI	126	180
Unrealized Loss in Accumulated OCI	(5)	(6)
Aggregate Fair Value	299,954	374,862
Equity securities
Schedule of Available-for-sale Securities
Amortized Cost	7	7
Unrealized Gain in Accumulated OCI	0	0
Unrealized Loss in Accumulated OCI	(5)	(6)
Aggregate Fair Value	2	1
U.S. Treasury securities
Schedule of Available-for-sale Securities
Amortized Cost	299,826	374,681
Unrealized Gain in Accumulated OCI	126	180
Unrealized Loss in Accumulated OCI	0	0
Aggregate Fair Value	$ 299,952	$ 374,861

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet32.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Derivative Instruments and Hedging Activities (Details) (Interest Rate Swap, USD  $) In Millions, unless otherwise specified	6 Months Ended
Jun. 30, 2011
Derivative
Derivatives, Expected net loss to be transferred from accumulated OCI to earnings within 12 months	$ 18.5
Designated as Hedging Instrument
Derivative
Derivative, Net Liability Position, Aggregate Fair Value	18.2
Swaps Effective February 2010
Derivative
Notional Amount of Interest Rate Derivatives	1,000
Derivative, Weighted Average Fixed Interest Rate	5.93%
Derivative, Maturity Date	Feb 1, 2012
Swaps Effective February 2012
Derivative
Notional Amount of Interest Rate Derivatives	950
Derivative, Weighted Average Fixed Interest Rate	4.93%
Derivative, Maturity Date	Feb 1, 2014
Swaps Effective April 2011
Derivative
Notional Amount of Interest Rate Derivatives	$ 450
Derivative, Weighted Average Fixed Interest Rate	5.24%
Derivative, Maturity Date	Apr 15, 2014

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet33.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Derivative Instruments and Hedging Activities Schedule of Derivative Instruments in Statement of Financial Position (Details) (Designated as Hedging Instrument, Interest Rate Swap, USD  $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Derivatives, Fair Value
Derivatives, net fair value	$ (18,249)	$ (8,309)
Long-term investments
Derivatives, Fair Value
Derivative asset, fair value	1,716	10,381
Other current liabilities
Derivatives, Fair Value
Derivative liability, fair value	(18,508)	(17,508)
Other long-term liabilities
Derivatives, Fair Value
Derivative liability, fair value	$ (1,457)	$ (1,182)

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet34.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Derivative Instruments and Hedging Activities Effect of Derivative Instruments on Statement of Income and Comprehenive Income (Details) (Interest Rate Swap, Cash Flow Hedging Relationships, USD  $) In Thousands	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Interest Rate Swap | Cash Flow Hedging Relationships
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	$ (21,673)	$ (6,849)	$ (20,697)	$ (16,655)
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (6,081)	$ (8,285)	$ (10,757)	$ (19,241)

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet35.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Intangible Assets (Details) (USD  $) In Thousands	12 Months Ended	6 Months Ended
Dec. 31, 2010	Jun. 30, 2011 FCC Licenses	Jun. 30, 2011 Microwave Relocation Costs
Indefinite-lived Intangible Assets Rollforward
Indefinite-lived intangible assets, beginning balance		$ 2,500,192	$ 22,049
Additions		13,579	2,540
Disposals		0	0
Indefinite-lived intangible assets, ending balance		2,513,771	24,589
Impairment of indefinite-lived intangible assets	$ 0

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet36.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Long-term Debt (Details) (USD  $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Debt Instrument
Total long-term debt	$ 4,756,052	$ 3,786,336
Unamortized discount on debt	(9,124)	(7,053)
Total debt	4,746,928	3,779,283
Current maturities of long-term debt	(32,416)	(21,996)
Long-term debt, net	4,714,512	3,757,287
Senior Secured Credit Facility
Debt Instrument
Total long-term debt	2,484,610	1,532,000
7 7/8% Senior Notes
Debt Instrument
Total long-term debt	1,000,000	1,000,000
6 5/8% Senior Notes
Debt Instrument
Total long-term debt	1,000,000	1,000,000
Capital lease obligations
Debt Instrument
Total long-term debt	$ 271,442	$ 254,336

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet37.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Long-term Debt Instruments (Details) (USD  $)	3 Months Ended	6 Months Ended	1 Months Ended	3 Months Ended		1 Months Ended		1 Months Ended		1 Months Ended		1 Months Ended	3 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2010 7 7/8% Senior Notes	Nov. 30, 2010 6 5/8% Senior Notes	Dec. 31, 2010 6 5/8% Senior Notes	Jun. 30, 2011 Term Loans - Senior Secured Credit Facility	Nov. 30, 2006 Term Loans - Senior Secured Credit Facility Senior Secured Credit Facility - November 2006	Jul. 31, 2010 Tranche B-1 [Member] Senior Secured Credit Facility - November 2006	May 31, 2011 Tranche B-1 [Member] Incremental Agreement May 2011 - Senior Secured Credit Facility	Jul. 31, 2010 Tranche B-1 [Member]	Jul. 31, 2010 Tranche B-2 [Member] Amendment July 2010 - Senior Secured Credit Facility	Mar. 31, 2011 Tranche B-2 [Member] Amendment March 2011 - Senior Secured Credit Facility	Mar. 31, 2011 Tranche B-3 [Member] Amendment March 2011 - Senior Secured Credit Facility	May 31, 2011 Incremental Tranche B-3 [Member] Incremental Agreement May 2011 - Senior Secured Credit Facility	Nov. 30, 2006 Revolver - Senior Secured Credit Facility Senior Secured Credit Facility - November 2006	Jul. 31, 2010 Revolver - Senior Secured Credit Facility Amendment July 2010 - Senior Secured Credit Facility	Mar. 31, 2011 Revolver - Senior Secured Credit Facility Amendment March 2011 - Senior Secured Credit Facility	Sep. 30, 2010 Amendment July 2010 - Senior Secured Credit Facility
Debt Instrument
Principal Amount					$ 1,000,000,000	$ 1,000,000,000			$ 1,600,000,000						$ 500,000,000	$ 1,000,000,000
Maturity Date					Sep 1, 2018	Nov 15, 2020			Nov 3, 2013			Nov 3, 2013	Nov 3, 2016		Mar 17, 2018	Mar 17, 2018	Nov 3, 2011		Mar 17, 2016
Outstanding Principal Amended													1,000,000,000
Proceeds from Issuance					974,000,000		988,100,000								490,200,000
Debt Issuance Fees					26,000,000	11,900,000									9,800,000	8,300,000
Stated Interest Rate					7.88%	6.63%
Maximum Borrowing Capacity									1,600,000,000								100,000,000	67,500,000	100,000,000
Basis Spread on Variable Rate										2.25%			3.50%	3.82%	3.75%	3.75%
Periodic Payment - Annual Aggregate Percent of Principal									1.00%
Periodic Payment Amount															1,250,000	2,500,000
Extinguishment of Debt, Amount											535,800,000
Loss on extinguishment of debt	9,536,000	0	9,536,000	0							9,500,000									0
Net Proceeds from Issuance and Repayment of Debt																455,900,000
Weighted Average Interest Rate								5.01%
Capital Lease Obligations, Current	7,000,000		7,000,000
Capital Lease Obligations, Noncurrent	$ 264,400,000		$ 264,400,000

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet38.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Fair Value Measurements (Details) (USD  $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash equivalents	$ 1,853,846	$ 787,829
Short-term investments	299,954	374,862
Restricted cash and investments	2,876	2,876
Long-term investments	6,319	6,319
Derivative assets	1,716	10,381
Total assets measured at fair value	2,164,711	1,182,267
Derivative liabilities	19,965	18,690
Total liabilities measured at fair value	19,965	18,690
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash equivalents	1,853,846	787,829
Short-term investments	299,954	374,862
Restricted cash and investments	2,876	2,876
Long-term investments	0	0
Derivative assets	0	0
Total assets measured at fair value	2,156,676	1,165,567
Derivative liabilities	0	0
Total liabilities measured at fair value	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash equivalents	0	0
Short-term investments	0	0
Restricted cash and investments	0	0
Long-term investments	0	0
Derivative assets	1,716	10,381
Total assets measured at fair value	1,716	10,381
Derivative liabilities	19,965	18,690
Total liabilities measured at fair value	19,965	18,690
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash equivalents	0	0
Short-term investments	0	0
Restricted cash and investments	0	0
Long-term investments	6,319	6,319
Derivative assets	0	0
Total assets measured at fair value	6,319	6,319
Derivative liabilities	0	0
Total liabilities measured at fair value	$ 0	$ 0

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet39.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Fair Value Measurements Derivatives Observable Inputs Reconciliation (Details) (Level 2, USD  $) In Thousands	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Level 2
Derivatives Measured on a Recurring Basis, Observable Input Rollforward
Beginning Balance	$ 2,657	$ 23,709	$ 8,309	$ 24,859
Gain (loss) included in earnings	6,081	8,285	10,757	19,241
Gain (loss) included in other comprehensive income	(21,673)	(6,849)	(20,697)	(16,655)
Transfers in and/or out of Level 2	0	0	0	0
Purchases, sales, issuances, settlements	0	0	0	0
Ending Balance	$ 18,249	$ 22,273	$ 18,249	$ 22,273

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet40.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Fair Value Measurements Unobservable Inputs Reconciliation (Details) (Level 3, USD  $) In Thousands	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Level 3
Assets Measured on Recurring Basis, Unobservable Input Rollforward
Beginning Balance	$ 6,319	$ 6,319	$ 6,319	$ 6,319
Gain (loss) included in earnings	0	0	0	0
Gain (loss) included in other comprehensive income	0	0	0	0
Transfers in and/or out of Level 3	0	0	0	0
Purchases, sales, issuances, settlements	0	0	0	0
Ending Balance	$ 6,319	$ 6,319	$ 6,319	$ 6,319

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet41.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Fair Value Measurements Fair Value Disclosure, Fair Value and Carrying Amounts (Details) (USD  $) In Billions	Jun. 30, 2011	Dec. 31, 2010
Carrying value
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Long-term Debt, Fair Value	$ 4.5	$ 3.5
Estimated fair value
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Long-term Debt, Fair Value	$ 4.5	$ 3.5

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet42.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Net Income Per Common Share (Details) (USD  $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Basic EPS:
Net income applicable to common stock	$ 84,335	$ 79,915	$ 140,714	$ 102,576
Amount allocable to common shareholders	99.00%	99.20%	99.10%	99.20%
Rights to undistributed earnings	83,496	79,291	139,420	101,775
Weighted average shares outstanding- basic	360,226,487	353,278,423	358,616,324	353,032,030
Net income per common share - basic	$ 0.23	$ 0.22	$ 0.39	$ 0.29
Restricted common shares issued, not vested, excluded from basic net income per common share	3,700,000	2,800,000	3,400,000	2,800,000
Diluted EPS:
Rights to undistribued earnings	$ 83,496	$ 79,291	$ 139,420	$ 101,775
Weighted average shares outstanding- basic	360,226,487	353,278,423	358,616,324	353,032,030
Effect of dilutive securities, stock options	5,163,793	2,407,023	4,536,910	2,119,082
Weighted average shares outstanding - diluted	365,390,280	355,685,446	363,153,234	355,151,112
Net Income Per Common Share, Diluted	$ 0.23	$ 0.22	$ 0.38	$ 0.29
Stock Options [Member]
Diluted EPS:
Antidilutive securities excluded from calculation of diluted net income per common share	10,300,000	25,800,000	14,400,000	25,200,000

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet43.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Commitments and Contingencies (Details) (USD  $) In Millions	Jun. 30, 2011
Commitments and Contingencies Disclosure [Abstract]
Total aggregate commitment, pricing agreement	$ 15.8

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet44.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Supplemental Cash Flow Information (Details) (USD  $)	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010
Cash paid for interest	$ 113,313,000	$ 134,690,000
Cash paid for income taxes	3,873,000	2,237,000
Non-cash investing and financing activities
Accrued purchases of property and equipment	96,900,000	81,800,000
Assets acquired under capital lease obligations	20,300,000	10,400,000
Equipment returned for credit applicable for additional equipment		$ 17,800,000

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet45.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Related-Party Transactions (Details) (USD  $)	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Related Party Transactions
Network Service Fees Included in Prepaid Expense	$ 64,982,000		$ 64,982,000		$ 50,477,000
Related Party Receivables in Other Current Assets	49,887,000		49,887,000		63,135,000
DAS Equipment Included in Property and Equipment	3,856,869,000		3,856,869,000		3,659,445,000
Deferred Network Service Fees Included in Other Noncurrent Assets	126,585,000		126,585,000		123,433,000
Related Party Capital Lease Obligations in Current Maturities of Long-term Debt	32,416,000		32,416,000		21,996,000
Related Party Capital Lease Obligations in Long-term Debt	4,714,512,000		4,714,512,000		3,757,287,000
Deferred DAS Service Fees in Other Long Term Liabilities	80,744,000		80,744,000		72,828,000
Related Party Fees in Service Revenues	1,113,292,000	922,137,000	2,163,509,000	1,775,420,000
Related Party Fees in Equipment Revenue	96,161,000	90,399,000	240,320,000	207,619,000
Related Party Fees Paid in Cost of Service	366,030,000	308,168,000	707,447,000	592,820,000
Related Party Fees Paid in Selling, General, and Administrative Expenses	154,556,000	158,600,000	324,327,000	318,510,000
DAS Equipment Depreciation in Depreciation Expense	134,525,000	109,302,000	263,219,000	217,102,000
Related Party Capital Lease Interest Expense	66,980,000	65,503,000	123,541,000	132,985,000
Related Party Capital Lease Payments Included in Financing Activities			4,474,000	1,224,000
Affiliate
Related Party Transactions
Network Service Fees Included in Prepaid Expense	1,500,000		1,500,000		1,500,000
Related Party Receivables in Other Current Assets	3,000,000		3,000,000		600,000
DAS Equipment Included in Property and Equipment	375,800,000		375,800,000		366,400,000
Deferred Network Service Fees Included in Other Noncurrent Assets	9,100,000		9,100,000		9,900,000
Payments Due to Related Parties in Accounts Payable and Accrued Expenses	9,400,000		9,400,000		7,800,000
Related Party Capital Lease Obligations in Current Maturities of Long-term Debt	6,200,000		6,200,000		5,200,000
Related Party Capital Lease Obligations in Long-term Debt	231,100,000		231,100,000		215,400,000
Deferred DAS Service Fees in Other Long Term Liabilities	1,300,000		1,300,000		1,200,000
Related Party Fees in Service Revenues	3,900,000	2,900,000	7,400,000	5,100,000
Related Party Fees in Equipment Revenue	6,700,000	6,800,000	11,300,000	9,900,000
Related Party Fees Paid in Cost of Service	5,500,000	5,900,000	9,600,000	10,800,000
Related Party Fees Paid in Selling, General, and Administrative Expenses	900,000	1,000,000	2,600,000	2,800,000
DAS Equipment Depreciation in Depreciation Expense	9,700,000	6,300,000	18,500,000	11,700,000
Related Party Capital Lease Interest Expense	4,800,000	3,500,000	9,400,000	7,000,000
Related Party Capital Lease Payments Included in Financing Activities			$ 4,000,000	$ 1,000,000

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet46.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Guarantor Subsidiaries Schedule of Condensed Consolidated Balance Sheets (Details) (USD  $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010	Dec. 31, 2009
CURRENT ASSETS:
Cash and cash equivalents	$ 1,855,994	$ 796,531	$ 776,540	$ 929,381
Short-term investments	299,954	374,862
Inventories	140,048	161,049
Prepaid expenses	64,982	50,477
Deferred charges	94,931	89,775
Advances to subsidiaries	0	0
Other current assets	112,393	121,191
Total current assets	2,568,302	1,593,885
Property and equipment, net	3,856,869	3,659,445
Long-term investments	8,035	16,700
Investment in subsidiaries	0	0
FCC licenses	2,538,360	2,522,241
Other assets	129,461	126,309
Total assets	9,101,027	7,918,580
CURRENT LIABILITIES:
Accounts payable and accrued expenses	427,922	521,788
Advances from subsidiaries	0	0
Other current liabilities	297,751	280,632
Total current liabilities	725,673	802,420
Long-term debt, net	4,714,512	3,757,287
Deferred credits	830,380	744,469
Other long-term liabilities	80,744	72,828
Total liabilities	6,351,309	5,377,004
STOCKHOLDERS' EQUITY:
Common stock	36	36
Other stockholders’ equity	2,749,682	2,541,540
Total stockholders’ equity	2,749,718	2,541,576
Total liabilities and stockholders’ equity	9,101,027	7,918,580
Parent
CURRENT ASSETS:
Cash and cash equivalents	1,603,172	507,849	571,419	642,089
Short-term investments	299,954	374,862
Inventories	0	0
Prepaid expenses	171	0
Deferred charges	0	0
Advances to subsidiaries	0	647,701
Other current assets	94	94
Total current assets	1,903,391	1,530,506
Property and equipment, net	0	0
Long-term investments	6,319	6,319
Investment in subsidiaries	1,139,888	1,006,295
FCC licenses	0	0
Other assets	0	0
Total assets	3,049,598	2,543,120
CURRENT LIABILITIES:
Accounts payable and accrued expenses	0	0
Advances from subsidiaries	297,941	0
Other current liabilities	0	0
Total current liabilities	297,941	0
Long-term debt, net	0	0
Deferred credits	1,939	1,544
Other long-term liabilities	0	0
Total liabilities	299,880	1,544
STOCKHOLDERS' EQUITY:
Common stock	36	36
Other stockholders’ equity	2,749,682	2,541,540
Total stockholders’ equity	2,749,718	2,541,576
Total liabilities and stockholders’ equity	3,049,598	2,543,120
Issuer
CURRENT ASSETS:
Cash and cash equivalents	252,200	287,942	189,772	269,836
Short-term investments	0	0
Inventories	124,947	145,260
Prepaid expenses	487	249
Deferred charges	94,931	89,775
Advances to subsidiaries	1,464,837	462,518
Other current assets	71,812	81,308
Total current assets	2,009,214	1,067,052
Property and equipment, net	31,234	246,249
Long-term investments	1,716	10,381
Investment in subsidiaries	4,344,422	3,994,553
FCC licenses	3,800	3,800
Other assets	96,151	75,085
Total assets	6,486,537	5,397,120
CURRENT LIABILITIES:
Accounts payable and accrued expenses	78,511	150,994
Advances from subsidiaries	0	0
Other current liabilities	90,123	82,684
Total current liabilities	168,634	233,678
Long-term debt, net	4,450,097	3,508,948
Deferred credits	719,011	639,766
Other long-term liabilities	8,907	8,433
Total liabilities	5,346,649	4,390,825
STOCKHOLDERS' EQUITY:
Common stock	0	0
Other stockholders’ equity	1,139,888	1,006,295
Total stockholders’ equity	1,139,888	1,006,295
Total liabilities and stockholders’ equity	6,486,537	5,397,120
Guarantor Subsidiaries
CURRENT ASSETS:
Cash and cash equivalents	622	740	15,349	17,456
Short-term investments	0	0
Inventories	15,101	15,789
Prepaid expenses	64,324	50,228
Deferred charges	0	0
Advances to subsidiaries	0	0
Other current assets	40,487	39,789
Total current assets	120,534	106,546
Property and equipment, net	3,825,635	3,413,196
Long-term investments	0	0
Investment in subsidiaries	0	0
FCC licenses	2,534,560	2,518,441
Other assets	33,310	51,224
Total assets	6,514,039	6,089,407
CURRENT LIABILITIES:
Accounts payable and accrued expenses	349,411	370,794
Advances from subsidiaries	1,166,896	1,110,219
Other current liabilities	207,628	197,948
Total current liabilities	1,723,935	1,678,961
Long-term debt, net	264,415	248,339
Deferred credits	109,430	103,159
Other long-term liabilities	71,837	64,395
Total liabilities	2,169,617	2,094,854
STOCKHOLDERS' EQUITY:
Common stock	0	0
Other stockholders’ equity	4,344,422	3,994,553
Total stockholders’ equity	4,344,422	3,994,553
Total liabilities and stockholders’ equity	6,514,039	6,089,407
Eliminations
CURRENT ASSETS:
Cash and cash equivalents	0	0	0	0
Short-term investments	0	0
Inventories	0	0
Prepaid expenses	0
Deferred charges	0	0
Advances to subsidiaries	(1,464,837)	(1,110,219)
Other current assets	0	0
Total current assets	(1,464,837)	(1,110,219)
Property and equipment, net	0	0
Long-term investments	0	0
Investment in subsidiaries	(5,484,310)	(5,000,848)
FCC licenses	0	0
Other assets	0	0
Total assets	(6,949,147)	(6,111,067)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	0	0
Advances from subsidiaries	(1,464,837)	(1,110,219)
Other current liabilities	0	0
Total current liabilities	(1,464,837)	(1,110,219)
Long-term debt, net	0	0
Deferred credits	0	0
Other long-term liabilities	0	0
Total liabilities	(1,464,837)	(1,110,219)
STOCKHOLDERS' EQUITY:
Common stock	0	0
Other stockholders’ equity	(5,484,310)	(5,000,848)
Total stockholders’ equity	(5,484,310)	(5,000,848)
Total liabilities and stockholders’ equity	$ (6,949,147)	$ (6,111,067)

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet47.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Guarantor Subsidiaries Schedule of Condensed Consolidated Statements of Income (Details) (USD  $) In Thousands	3 Months Ended	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
REVENUES:
Total revenues	$ 1,209,453	$ 1,012,536	$ 2,403,829	$ 1,983,039
OPERATING EXPENSES:
Cost of revenues	708,564	543,522	1,459,243	1,141,912
Selling, General and Administrative Expense	154,556	158,600	324,327	318,510
Other operating expenses	136,078	112,002	264,667	218,974
Total operating expenses	999,198	814,124	2,048,237	1,679,396
(Loss) income from operations	210,255	198,412	355,592	303,643
OTHER EXPENSE (INCOME):
Interest expense	66,980	65,503	123,541	132,985
Non-operating expenses	8,839	87	8,068	78
Earnings from consolidated subsidiaries	0	0	0	0
Total other (income) expense	75,819	65,590	131,609	133,063
Income (loss) before provision for income taxes	134,436	132,822	223,983	170,580
Provision for income taxes	(50,101)	(52,907)	(83,269)	(68,004)
Net income	84,335	79,915	140,714	102,576
Parent
REVENUES:
Total revenues	0	0	0	0
OPERATING EXPENSES:
Cost of revenues	0	0	0	0
Selling, General and Administrative Expense	0	0	0	0
Other operating expenses	0	0	0	0
Total operating expenses	0	0	0	0
(Loss) income from operations	0	0	0	0
OTHER EXPENSE (INCOME):
Interest expense	0	0	0	0
Non-operating expenses	(480)	(367)	(986)	(823)
Earnings from consolidated subsidiaries	(83,855)	(79,548)	(139,728)	(101,753)
Total other (income) expense	(84,335)	(79,915)	(140,714)	(102,576)
Income (loss) before provision for income taxes	84,335	79,915	140,714	102,576
Provision for income taxes	0	0	0	0
Net income	84,335	79,915	140,714	102,576
Issuer
REVENUES:
Total revenues	6,441	6,336	10,924	9,471
OPERATING EXPENSES:
Cost of revenues	5,907	6,004	10,209	9,035
Selling, General and Administrative Expense	528	331	715	436
Other operating expenses	60	35	154	66
Total operating expenses	6,495	6,370	11,078	9,537
(Loss) income from operations	(54)	(34)	(154)	(66)
OTHER EXPENSE (INCOME):
Interest expense	62,918	63,023	115,294	128,202
Non-operating expenses	9,516	(37,591)	9,509	(75,180)
Earnings from consolidated subsidiaries	(207,631)	(157,921)	(349,870)	(222,845)
Total other (income) expense	(135,197)	(132,489)	(225,067)	(169,823)
Income (loss) before provision for income taxes	135,143	132,455	224,913	169,757
Provision for income taxes	(51,288)	(52,907)	(85,185)	(68,004)
Net income	83,855	79,548	139,728	101,753
Guarantor Subsidiaries
REVENUES:
Total revenues	1,210,352	1,060,203	2,408,295	2,076,237
OPERATING EXPENSES:
Cost of revenues	709,997	591,521	1,464,424	1,235,546
Selling, General and Administrative Expense	154,028	158,269	323,612	318,074
Other operating expenses	136,018	111,967	264,513	218,908
Total operating expenses	1,000,043	861,757	2,052,549	1,772,528
(Loss) income from operations	210,309	198,446	355,746	303,709
OTHER EXPENSE (INCOME):
Interest expense	4,062	40,559	8,247	80,902
Non-operating expenses	(197)	(34)	(455)	(38)
Earnings from consolidated subsidiaries	0	0	0	0
Total other (income) expense	3,865	40,525	7,792	80,864
Income (loss) before provision for income taxes	206,444	157,921	347,954	222,845
Provision for income taxes	1,187	0	1,916	0
Net income	207,631	157,921	349,870	222,845
Eliminations
REVENUES:
Total revenues	(7,340)	(54,003)	(15,390)	(102,669)
OPERATING EXPENSES:
Cost of revenues	(7,340)	(54,003)	(15,390)	(102,669)
Selling, General and Administrative Expense	0	0	0	0
Other operating expenses	0	0	0	0
Total operating expenses	(7,340)	(54,003)	(15,390)	(102,669)
(Loss) income from operations	0	0	0	0
OTHER EXPENSE (INCOME):
Interest expense	0	(38,079)	0	(76,119)
Non-operating expenses	0	38,079	0	76,119
Earnings from consolidated subsidiaries	291,486	237,469	489,598	324,598
Total other (income) expense	291,486	237,469	489,598	324,598
Income (loss) before provision for income taxes	(291,486)	(237,469)	(489,598)	(324,598)
Provision for income taxes	0	0	0	0
Net income	$ (291,486)	$ (237,469)	$ (489,598)	$ (324,598)

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/Sheet48.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Guarantor Subsidiaries Schedule of Condensed Consolidated Statements of Cash Flows (Details) (USD  $) In Thousands	6 Months Ended
Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$ 482,100	$ 337,451
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(451,573)	(315,337)
Purchases of investments	(299,826)	(312,225)
Proceeds from maturity of investments	375,000	237,500
Change in advances affiliates	0	0
Proceeds from affiliate debt		0
Issuance of affiliate debt		0
Other investing activities, net	(27,866)	(12,409)
Net cash provided by (used in) investing activities	(404,265)	(402,471)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	1,263	(80,337)
Proceeds from debt issuance, net of discount	1,497,500	0
Change in advances affiliates	0	0
Proceeds from debt issuance, net of discount	1,497,500	0
Retirement of senior secured credit facility debt	(535,792)	0
Proceeds from exercise of stock options	53,671	2,592
Repayments of debt	(11,598)	(8,000)
Other financing activities, net	(35,014)	(2,076)
Net cash provided by (used in) financing activities	981,628	(87,821)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,059,463	(152,841)
CASH AND CASH EQUIVALENTS, beginning of period	796,531	929,381
CASH AND CASH EQUIVALENTS, end of period	1,855,994	776,540
Parent
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	497	677
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	0	0
Purchases of investments	(299,826)	(312,225)
Proceeds from maturity of investments	375,000	237,500
Change in advances affiliates	671,631	1,638
Proceeds from affiliate debt		0
Issuance of affiliate debt		0
Other investing activities, net	0	0
Net cash provided by (used in) investing activities	746,805	(73,087)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	0	0
Proceeds from debt issuance, net of discount	0	0
Change in advances affiliates	297,941	0
Proceeds from debt issuance, net of discount	0	0
Retirement of senior secured credit facility debt	0
Proceeds from exercise of stock options	53,671	2,592
Repayments of debt		0
Other financing activities, net	(3,591)	(852)
Net cash provided by (used in) financing activities	348,021	1,740
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,095,323	(70,670)
CASH AND CASH EQUIVALENTS, beginning of period	507,849	642,089
CASH AND CASH EQUIVALENTS, end of period	1,603,172	571,419
Issuer
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	(126,873)	(110,982)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(6,950)	(49,899)
Purchases of investments	0	0
Proceeds from maturity of investments	0	0
Change in advances affiliates	(820,250)	285,848
Proceeds from affiliate debt		233,152
Issuance of affiliate debt		(333,000)
Other investing activities, net	(17,691)	(16,789)
Net cash provided by (used in) investing activities	(844,891)	119,312
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	1,263	(80,394)
Proceeds from debt issuance, net of discount	1,497,500	0
Change in advances affiliates	0	0
Proceeds from debt issuance, net of discount	1,497,500	0
Retirement of senior secured credit facility debt	(535,792)
Proceeds from exercise of stock options	0	0
Repayments of debt		(8,000)
Other financing activities, net	(26,949)	0
Net cash provided by (used in) financing activities	936,022	(88,394)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(35,742)	(80,064)
CASH AND CASH EQUIVALENTS, beginning of period	287,942	269,836
CASH AND CASH EQUIVALENTS, end of period	252,200	189,772
Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	608,476	447,756
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(444,623)	(265,438)
Purchases of investments	0	0
Proceeds from maturity of investments	0	0
Change in advances affiliates	0	0
Proceeds from affiliate debt		0
Issuance of affiliate debt		0
Other investing activities, net	(10,175)	4,380
Net cash provided by (used in) investing activities	(454,798)	(261,058)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	0	57
Proceeds from debt issuance, net of discount	0	333,000
Change in advances affiliates	(149,322)	(287,486)
Proceeds from debt issuance, net of discount	0	333,000
Retirement of senior secured credit facility debt	0
Proceeds from exercise of stock options	0	0
Repayments of debt		(233,152)
Other financing activities, net	(4,474)	(1,224)
Net cash provided by (used in) financing activities	(153,796)	(188,805)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(118)	(2,107)
CASH AND CASH EQUIVALENTS, beginning of period	740	17,456
CASH AND CASH EQUIVALENTS, end of period	622	15,349
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	0	0
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	0	0
Purchases of investments	0	0
Proceeds from maturity of investments	0	0
Change in advances affiliates	148,619	(287,486)
Proceeds from affiliate debt		(233,152)
Issuance of affiliate debt		333,000
Other investing activities, net	0	0
Net cash provided by (used in) investing activities	148,619	(187,638)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in book overdraft	0	0
Proceeds from debt issuance, net of discount	0	(333,000)
Change in advances affiliates	(148,619)	287,486
Proceeds from debt issuance, net of discount	0	(333,000)
Retirement of senior secured credit facility debt	0
Proceeds from exercise of stock options	0	0
Repayments of debt		233,152
Other financing activities, net	0	0
Net cash provided by (used in) financing activities	(148,619)	187,638
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS, beginning of period	0	0
CASH AND CASH EQUIVALENTS, end of period	$ 0	$ 0

------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c Content-Location: file:///C:/536e7a4f_e713_445a_80df_6f6a5889907c/Worksheets/filelist.xml Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" ------=_NextPart_536e7a4f_e713_445a_80df_6f6a5889907c--