Guarantor Subsidiaries:

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

The following information presents condensed consolidating balance sheet information as of March 31, 2012 and December 31, 2011, condensed consolidating statement of income information for the three months ended March 31, 2012 and 2011, and condensed consolidating statement of cash flows information for the three months ended March 31, 2012 and 2011 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.

Subsequent to the issuance of the Company's consolidated financial statements on Form 10-Q for the period ended March 31, 2011, management identified certain errors in the presentation of the condensed consolidating statement of cash flows information contained in this footnote. The errors were the result of (i) certain cash equivalent money market investments being incorrectly reported in the Parent column of the condensed consolidating balance sheet information that should have been reported in the Issuer column at March 31, 2011 which resulted in a cash inflow from changes in advances from affiliates being reported in the Parent column and a corresponding cash outflow from changes in advances from affiliates being reported in the Issuer column of the condensed consolidating statement of cash flows information; and (ii) a misclassification of investment in subsidiaries as an investing activity as opposed to an operating activity to offset earnings from subsidiaries resulting from the application of the equity method of accounting. Accordingly, the comparative historical condensed consolidating statement of cash flows information presented herein has been corrected. The "Guarantor Subsidiaries" and "Consolidated" columns were not impacted by these corrections. This reporting error did not have any impact on the Company's condensed consolidated statement of cash flows for the three months ended March 31, 2011. The impact to the comparative historical condensed consolidated statement of cash flows for the three months ended March 31, 2011 is as follows:



	Parent As Previously Reported			Parent As Corrected		Issuer As Previously Reported			Issuer As Corrected			Eliminations As Previously Reported			Eliminations As Corrected
	(in thousands)
Net cash provided by (used in) operating activities	$	55,924		$	52	$	(27,413	)	$	(169,651	)	$	(198,110	)	$	—
Investment in subsidiaries	(55,872		)	—		(142,238		)	—			198,110			—
Change in advances - affiliates	511,844			6,844		(398,041		)	106,959			(113,803		)	(113,803		)
Net cash provided by (used in) investing activities	493,594			44,466		(555,465		)	91,773			84,307			(113,803		)
Increase (decrease) in cash and cash equivalents	569,593			64,593		(44,571		)	460,429			—			—
Cash and cash equivalents, end of period	1,077,442			572,442		243,371			748,371			—			—

Condensed Consolidating Balance Sheet Information

As of March 31, 2012



	Parent		Issuer		Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
CURRENT ASSETS:
Cash and cash equivalents	$	629,757	$	1,255,752	$	729	$	—		$	1,886,238
Prepaid expenses	265		853		69,526		—			70,644
Deferred charges	—		104,777		—		—			104,777
Advances to subsidiaries	678,720		169,491		—		(848,211		)	—
Other current assets	330,007		330,440		45,244		—			705,691
Total current assets	1,638,749		1,861,313		115,499		(848,211		)	2,767,350
Property and equipment, net	—		1,202		4,005,975		—			4,007,177
Investment in subsidiaries	1,318,343		4,822,061		—		(6,140,404		)	—
FCC licenses	—		3,800		2,537,857		—			2,541,657
Other assets	6,319		141,072		47,363		(1,731		)	193,023
Total assets	$	2,963,411	$	6,829,448	$	6,706,694	$	(6,990,346	)	$	9,509,207
CURRENT LIABILITIES:
Advances from subsidiaries	—		—		848,211		(848,211		)	—
Other current liabilities	—		234,840		543,193		—			778,033
Total current liabilities	—		234,840		1,391,404		(848,211		)	778,033
Long-term debt, net	—		4,431,843		294,234		—			4,726,077
Deferred credits	5,635		827,841		124,784		(1,731		)	956,529
Other long-term liabilities	—		16,581		74,211		—			90,792
Total liabilities	5,635		5,511,105		1,884,633		(849,942		)	6,551,431
STOCKHOLDERS’ EQUITY:
Common stock	36		—		—		—			36
Other stockholders’ equity	2,957,740		1,318,343		4,822,061		(6,140,404		)	2,957,740
Total stockholders’ equity	2,957,776		1,318,343		4,822,061		(6,140,404		)	2,957,776
Total liabilities and stockholders’ equity	$	2,963,411	$	6,829,448	$	6,706,694	$	(6,990,346	)	$	9,509,207

Condensed Consolidating Balance Sheet Information

As of December 31, 2011



	Parent		Issuer		Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
CURRENT ASSETS:
Cash and cash equivalents	$	657,289	$	1,285,266	$	727	$	—		$	1,943,282
Prepaid expenses	—		386		55,326		—			55,712
Deferred charges	—		74,970		—		—			74,970
Advances to subsidiaries	671,193		245,866		—		(917,059		)	—
Other current assets	300,068		331,009		38,552		—			669,629
Total current assets	1,628,550		1,937,497		94,605		(917,059		)	2,743,593
Property and equipment, net	—		1,378		4,016,621		—			4,017,999
Investment in subsidiaries	1,297,957		4,728,985		—		(6,026,942		)	—
FCC licenses	—		3,800		2,535,241		—			2,539,041
Other assets	6,319		137,985		39,612		(1,618		)	182,298
Total assets	$	2,932,826	$	6,809,645	$	6,686,079	$	(6,945,619	)	$	9,482,931
CURRENT LIABILITIES:
Advances from subsidiaries	—		—		917,059		(917,059		)	—
Other current liabilities	—		243,247		573,476		—			816,723
Total current liabilities	—		243,247		1,490,535		(917,059		)	816,723
Long-term debt, net	—		4,437,924		273,097		—			4,711,021
Deferred credits	5,226		813,498		120,028		(1,618		)	937,134
Other long-term liabilities	—		17,019		73,434		—			90,453
Total liabilities	5,226		5,511,688		1,957,094		(918,677		)	6,555,331
STOCKHOLDERS’ EQUITY:
Common stock	36		—		—		—			36
Other stockholders’ equity	2,927,564		1,297,957		4,728,985		(6,026,942		)	2,927,564
Total stockholders’ equity	2,927,600		1,297,957		4,728,985		(6,026,942		)	2,927,600
Total liabilities and stockholders’ equity	$	2,932,826	$	6,809,645	$	6,686,079	$	(6,945,619	)	$	9,482,931

Condensed Consolidating Statement of Income Information

Three Months Ended March 31, 2012



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	4,179		$	1,279,751		$	(7,340	)	$	1,276,590
OPERATING EXPENSES:
Cost of revenues	—			4,010			851,121			(7,340		)	847,791
Selling, general and administrative expenses	—			169			176,424			—			176,593
Other operating expenses	—			54			153,885			—			153,939
Total operating expenses	—			4,233			1,181,430			(7,340		)	1,178,323
(Loss) income from operations	—			(54		)	98,321			—			98,267
OTHER EXPENSE (INCOME):
Interest expense	—			64,735			5,348			—			70,083
Non-operating (income) expenses	(372		)	(2		)	(104		)	—			(478		)
Earnings from consolidated subsidiaries	(20,632		)	(93,077		)	—			113,709			—
Total other (income) expense	(21,004		)	(28,344		)	5,244			113,709			69,605
Income (loss) before provision for income taxes	21,004			28,290			93,077			(113,709		)	28,662
Provision for income taxes	—			(7,658		)	—			—			(7,658		)
Net income (loss)	$	21,004		$	20,632		$	93,077		$	(113,709	)	$	21,004
Total other comprehensive (loss) income	(8		)	(246		)	—			—			(254		)
Comprehensive income (loss)	$	20,996		$	20,386		$	93,077		$	(113,709	)	$	20,750

Condensed Consolidating Statement of Income Information

Three Months Ended March 31, 2011



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
REVENUES:
Total Revenues	$	—		$	4,483		$	1,197,944		$	(8,050	)	$	1,194,377
OPERATING EXPENSES:
Cost of revenues	—			4,302			754,427			(8,050		)	750,679
Selling, general and administrative expenses	—			187			169,584			—			169,771
Other operating expenses	—			94			128,496			—			128,590
Total operating expenses	—			4,583			1,052,507			(8,050		)	1,049,040
(Loss) income from operations	—			(100		)	145,437			—			145,337
OTHER EXPENSE (INCOME):
Interest expense	—			52,376			4,185			—			56,561
Non-operating (income) expenses	(506		)	(7		)	(257		)	—			(770		)
Earnings from consolidated subsidiaries	(55,872		)	(142,238		)	—			198,110			—
Total other (income) expense	(56,378		)	(89,869		)	3,928			198,110			55,791
Income (loss) before provision for income taxes	56,378			89,769			141,509			(198,110		)	89,546
(Provision) benefit for income taxes	—			(33,897		)	729			—			(33,168		)
Net income (loss)	$	56,378		$	55,872		$	142,238		$	(198,110	)	$	56,378
Total other comprehensive (loss) income	(4		)	3,477			—			—			3,473
Comprehensive income (loss)	$	56,374		$	59,349		$	142,238		$	(198,110	)	$	59,851

Condensed Consolidating Statement of Cash Flows Information

Three Months Ended March 31, 2012



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	72		$	(103,395	)	$	240,227		$	—		$	136,904
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(251		)	(143,765		)	—			(144,016		)
Purchase of investments	(192,415		)	—			—			—			(192,415		)
Proceeds from maturity of investments	162,500			—			—			—			162,500
Change in advances – affiliates	2,634			86,266			—			(88,900		)	—
Other investing activities, net	—			(2,957		)	(6,002		)	—			(8,959		)
Net cash (used in) provided by investing activities	(27,281		)	83,058			(149,767		)	(88,900		)	(182,890		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in advances – affiliates	—			—			(88,900		)	88,900			—
Change in book overdraft	—			(2,830		)	—			—			(2,830		)
Proceeds from exercise of options	1,565			—			—			—			1,565
Other financing activities, net	(1,888		)	(6,347		)	(1,558		)	—			(9,793		)
Net cash (used in) provided by financing activities	(323		)	(9,177		)	(90,458		)	88,900			(11,058		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(27,532		)	(29,514		)	2			—			(57,044		)
CASH AND CASH EQUIVALENTS, beginning of period	657,289			1,285,266			727			—			1,943,282
CASH AND CASH EQUIVALENTS, end of period	$	629,757		$	1,255,752		$	729		$	—		$	1,886,238

Condensed Consolidating Statement of Cash Flows Information

Three Months Ended March 31, 2011



	Parent			Issuer			Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	52		$	(169,651	)	$	307,912		$	—		$	138,313
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(4,815		)	(182,217		)	—			(187,032		)
Purchase of investments	(162,378		)	—			—			—			(162,378		)
Proceeds from maturity of investments	200,000			—			—			—			200,000
Change in advances - affiliates	6,844			106,959			—			(113,803		)	—
Other investing activities, net	—			(10,371		)	(8,955		)	—			(19,326		)
Net cash provided by (used in) investing activities	44,466			91,773			(191,172		)	(113,803		)	(168,736		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in advances - affiliates	—			—			(113,803		)	113,803			—
Change in book overdraft	—			52,887			—			—			52,887
Proceeds from debt issuance, net of discount	—			497,500			—			—			497,500
Proceeds from exercise of options	22,531			—			—			—			22,531
Other financing activities, net	(2,456		)	(12,080		)	(2,940		)	—			(17,476		)
Net cash provided by (used in) financing activities	20,075			538,307			(116,743		)	113,803			555,442
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	64,593			460,429			(3		)	—			525,019
CASH AND CASH EQUIVALENTS, beginning of period	507,849			287,942			740			—			796,531
CASH AND CASH EQUIVALENTS, end of period	$	572,442		$	748,371		$	737		$	—		$	1,321,550