Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Condensed Financial Statements [Text Block] | ' |
| | | | | | | | | | | | | | | | | | | |
Note 19. | Guarantor Financial Information | | | | | | | | | | | | | | | | | | |
On September 11, 2013, Sprint Corporation issued $2.25 billion aggregate principal amount of 7.250% notes due 2021 and $4.25 billion aggregate principal amount of 7.875% notes due 2023 in a private placement transaction with registration rights. On December 12, 2013, Sprint Corporation issued $2.5 billion aggregate principal amount of 7.125% notes due 2024 in a private placement transaction with registration rights. Each of these issuances are fully and unconditionally guaranteed by Sprint Communications, Inc. (Subsidiary Guarantor), which is a 100 percent owned subsidiary of Sprint Corporation (Parent/Issuer). In connection with the foregoing, the Company has entered into registration rights agreements with respect to the notes, each of which requires the Company and Sprint Communications, Inc. to use their reasonable best efforts to cause an offer to exchange the notes for a new issue of substantially identical exchange notes registered under the Securities Act of 1933 to be completed within 540 days after the closing date of the respective offerings. Under the Subsidiary Guarantor's revolving bank credit facility and other bank agreements, the Subsidiary Guarantor is currently restricted from paying cash dividends to the Parent/Issuer or any Non-Guarantor Subsidiary because the ratio of total indebtedness to adjusted EBITDA (each as defined in the applicable agreement) exceeds 2.5 to 1.0. |
The guarantor financial information distinguishes between the Predecessor period relating to Sprint Communications for periods prior to the SoftBank Merger and the Successor period relating to Sprint Corporation (formerly Starburst II), for periods subsequent to the incorporation of Starburst II on October 5, 2012. The periods presented below do not include condensed consolidating financial statements for the Successor period as of December 31, 2012 or for the three months ended March 31, 2013 or 87 days ended December 31, 2012 because prior to the SoftBank Merger the financial information is already disclosed on the face of the consolidated financial statements. Additionally, as the Parent/Issuer column represents the activities of Sprint Corporation (formerly Starburst II). Also, no Parent/Issuer financial information exists for the Predecessor periods which are prior to the SoftBank Merger. We have accounted for investments in subsidiaries using the equity method. Presented below is the condensed consolidating financial information as of the Successor period ended March 31, 2014 and the Successor year ended December 31, 2013 and Predecessor year ended December 31, 2012, and for the Successor three-month transition period ended March 31, 2014 and year ended December 31, 2013, as well as for the Predecessor 191-day period ended July 10, 2013, unaudited three-month period ended March 31, 2013, and the years ended December 31, 2012 and 2011. |
CONDENSED CONSOLIDATING BALANCE SHEET |
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| | | | | | | | | | | | | | | | | | | |
Successor |
| As of March 31, 2014 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
ASSETS |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 4,125 | | | $ | 845 | | | $ | — | | | $ | 4,970 | |
|
Short-term investments | — | | | 1,220 | | | — | | | — | | | 1,220 | |
|
Accounts and notes receivable, net | 74 | | | 27 | | | 3,607 | | | (101 | ) | | 3,607 | |
|
Device and accessory inventory | — | | | — | | | 982 | | | — | | | 982 | |
|
Deferred tax assets | — | | | — | | | 128 | | | — | | | 128 | |
|
Prepaid expenses and other current assets | — | | | 14 | | | 658 | | | — | | | 672 | |
|
Total current assets | 74 | | | 5,386 | | | 6,220 | | | (101 | ) | | 11,579 | |
|
Investments | — | | | 1,104 | | | 61 | | | (1,019 | ) | | 146 | |
|
Investments in subsidiaries | 25,316 | | | 25,588 | | | — | | | (50,904 | ) | | — | |
|
Property, plant and equipment, net | — | | | — | | | 16,299 | | | — | | | 16,299 | |
|
Due from consolidated affiliate | — | | | 18,234 | | | — | | | (18,234 | ) | | — | |
|
Note receivable from consolidated affiliate | 9,000 | | | — | | | — | | | (9,000 | ) | | — | |
|
Intangible assets | | | | | | | | | |
Goodwill | — | | | — | | | 6,383 | | | — | | | 6,383 | |
|
FCC licenses and other | — | | | — | | | 41,978 | | | — | | | 41,978 | |
|
Definite-lived intangible assets, net | — | | | — | | | 7,558 | | | — | | | 7,558 | |
|
Other assets | 133 | | | 133 | | | 613 | | | (133 | ) | | 746 | |
|
Total assets | $ | 34,523 | | | $ | 50,445 | | | $ | 79,112 | | | $ | (79,391 | ) | | $ | 84,689 | |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | — | | | $ | — | | | $ | 3,163 | | | $ | — | | | $ | 3,163 | |
|
Accrued expenses and other current liabilities | 78 | | | 493 | | | 5,074 | | | (101 | ) | | 5,544 | |
|
Current portion of long-term debt, financing and capital lease obligations | — | | | — | | | 991 | | | — | | | 991 | |
|
Total current liabilities | 78 | | | 493 | | | 9,228 | | | (101 | ) | | 9,698 | |
|
Long-term debt, financing and capital lease obligations | 9,000 | | | 15,027 | | | 8,779 | | | (1,019 | ) | | 31,787 | |
|
Deferred tax liabilities | — | | | — | | | 14,207 | | | — | | | 14,207 | |
|
Note payable due to consolidated affiliate | — | | | 9,000 | | | — | | | (9,000 | ) | | — | |
|
Other liabilities | — | | | 609 | | | 3,076 | | | — | | | 3,685 | |
|
Due to consolidated affiliate | 133 | | | — | | | 18,234 | | | (18,367 | ) | | — | |
|
Total liabilities | 9,211 | | | 25,129 | | | 53,524 | | | (28,487 | ) | | 59,377 | |
|
Commitments and contingencies | | | | | | | | | |
Total stockholders' equity | 25,312 | | | 25,316 | | | 25,588 | | | (50,904 | ) | | 25,312 | |
|
Total liabilities and stockholders' equity | $ | 34,523 | | | $ | 50,445 | | | $ | 79,112 | | | $ | (79,391 | ) | | $ | 84,689 | |
|
CONDENSED CONSOLIDATING BALANCE SHEET |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| As of December 31, 2013 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
|
| (in millions) |
|
ASSETS |
Current assets: | | | | | | | | | |
|
Cash and cash equivalents | $ | — | | | $ | 5,665 | | | $ | 699 | | | $ | — | | | $ | 6,364 | |
|
Short-term investments | — | | | 1,105 | | | — | | | — | | | 1,105 | |
|
Accounts and notes receivable, net | 160 | | | 7 | | | 3,569 | | | (166 | ) | | 3,570 | |
|
Device and accessory inventory | — | | | — | | | 1,205 | | | — | | | 1,205 | |
|
Deferred tax assets | — | | | — | | | 186 | | | — | | | 186 | |
|
Prepaid expenses and other current assets | — | | | 19 | | | 609 | | | — | | | 628 | |
|
Total current assets | 160 | | | 6,796 | | | 6,268 | | | (166 | ) | | 13,058 | |
|
Investments | — | | | 1,102 | | | 60 | | | (1,019 | ) | | 143 | |
|
Investments in subsidiaries | 25,593 | | | 25,536 | | | — | | | (51,129 | ) | | — | |
|
Property, plant and equipment, net | — | | | — | | | 16,164 | | | — | | | 16,164 | |
|
Due from consolidated affiliate | — | | | 17,110 | | | — | | | (17,110 | ) | | — | |
|
Note receivable from consolidated affiliate | 9,000 | | | — | | | — | | | (9,000 | ) | | — | |
|
Intangible assets | | | | | | | | | |
|
Goodwill | — | | | — | | | 6,434 | | | — | | | 6,434 | |
|
FCC licenses and other | — | | | — | | | 41,824 | | | — | | | 41,824 | |
|
Definite-lived intangible assets, net | — | | | — | | | 8,014 | | | — | | | 8,014 | |
|
Other assets | 135 | | | 135 | | | 323 | | | (135 | ) | | 458 | |
|
Total assets | $ | 34,888 | | | $ | 50,679 | | | $ | 79,087 | | | $ | (78,559 | ) | | $ | 86,095 | |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
Current liabilities: | | | | | | | | | |
|
Accounts payable | $ | — | | | $ | — | | | $ | 3,312 | | | $ | — | | | $ | 3,312 | |
|
Accrued expenses and other current liabilities | 162 | | | 515 | | | 5,852 | | | (166 | ) | | 6,363 | |
|
Current portion of long-term debt, financing and capital lease obligations | — | | | — | | | 994 | | | — | | | 994 | |
|
Total current liabilities | 162 | | | 515 | | | 10,158 | | | (166 | ) | | 10,669 | |
|
Long-term debt, financing and capital lease obligations | 9,000 | | | 15,088 | | | 8,948 | | | (1,019 | ) | | 32,017 | |
|
Deferred tax liabilities | — | | | — | | | 14,227 | | | — | | | 14,227 | |
|
Note payable due to consolidated affiliate | — | | | 9,000 | | | — | | | (9,000 | ) | | — | |
|
Other liabilities | — | | | 483 | | | 3,115 | | | — | | | 3,598 | |
|
Due to consolidated affiliate | 142 | | | — | | | 17,103 | | | (17,245 | ) | | — | |
|
Total liabilities | 9,304 | | | 25,086 | | | 53,551 | | | (27,430 | ) | | 60,511 | |
|
Commitments and contingencies | | | | | | | | | |
Total stockholders' equity | 25,584 | | | 25,593 | | | 25,536 | | | (51,129 | ) | | 25,584 | |
|
Total liabilities and stockholders' equity | $ | 34,888 | | | $ | 50,679 | | | $ | 79,087 | | | $ | (78,559 | ) | | $ | 86,095 | |
|
CONDENSED CONSOLIDATING BALANCE SHEET |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| As of December 31, 2012 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
ASSETS | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | $ | 5,218 | | | $ | 1,133 | | | $ | — | | | $ | 6,351 | | | | | |
| | | |
Short-term investments | 1,849 | | | — | | | — | | | 1,849 | | | | | |
| | | |
Accounts and notes receivable, net | 9 | | | 3,656 | | | (7 | ) | | 3,658 | | | | | |
| | | |
Device and accessory inventory | — | | | 1,200 | | | — | | | 1,200 | | | | | |
| | | |
Deferred tax assets | — | | | 1 | | | — | | | 1 | | | | | |
| | | |
Prepaid expenses and other current assets | 16 | | | 684 | | | — | | | 700 | | | | | |
| | | |
Total current assets | 7,092 | | | 6,674 | | | (7 | ) | | 13,759 | | | | | |
| | | |
Investments | 1,276 | | | 796 | | | (1,019 | ) | | 1,053 | | | | | |
| | | |
Investments in subsidiaries | 5,294 | | | — | | | (5,294 | ) | | — | | | | | |
| | | |
Property, plant and equipment, net | — | | | 13,607 | | | | | 13,607 | | | | | |
| | | |
Due from consolidated affiliate | 11,133 | | | — | | | (11,133 | ) | | — | | | | | |
| | | |
Intangible assets | | | | | | | | | | | |
Goodwill | — | | | 359 | | | — | | | 359 | | | | | |
| | | |
FCC licenses and other | — | | | 20,677 | | | — | | | 20,677 | | | | | |
| | | |
Definite-lived intangible assets, net | — | | | 1,335 | | | — | | | 1,335 | | | | | |
| | | |
Other assets | 221 | | | 559 | | | — | | | 780 | | | | | |
| | | |
Total assets | $ | 25,016 | | | $ | 44,007 | | | $ | (17,453 | ) | | $ | 51,570 | | | | | |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | $ | — | | | $ | 3,487 | | | $ | — | | | $ | 3,487 | | | | | |
| | | |
Accrued expenses and other current liabilities | 251 | | | 4,764 | | | (7 | ) | | 5,008 | | | | | |
| | | |
Current portion of long-term debt, financing and capital lease obligations | — | | | 379 | | | — | | | 379 | | | | | |
| | | |
Total current liabilities | 251 | | | 8,630 | | | (7 | ) | | 8,874 | | | | | |
| | | |
Long-term debt, financing and capital lease obligations | 16,617 | | | 8,364 | | | (1,019 | ) | | 23,962 | | | | | |
| | | |
Deferred tax liabilities | — | | | 7,047 | | | — | | | 7,047 | | | | | |
| | | |
Other liabilities | 1,061 | | | 3,539 | | | — | | | 4,600 | | | | | |
| | | |
Due to consolidated affiliate | — | | | 11,133 | | | (11,133 | ) | | — | | | | | |
| | | |
Total liabilities | 17,929 | | | 38,713 | | | (12,159 | ) | | 44,483 | | | | | |
| | | |
Commitments and contingencies | | | | | | | | | | | |
Total stockholders' equity | 7,087 | | | 5,294 | | | (5,294 | ) | | 7,087 | | | | | |
| | | |
Total liabilities and stockholders' equity | $ | 25,016 | | | $ | 44,007 | | | $ | (17,453 | ) | | $ | 51,570 | | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| For the Three Months Ended March 31, 2014 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Net operating revenues | $ | — | | | $ | — | | | $ | 8,875 | | | $ | — | | | $ | 8,875 | |
|
Net operating expenses: | | | | | | | | | |
Cost of services and products (exclusive of depreciation and amortization included below) | — | | | — | | | 4,660 | | | — | | | 4,660 | |
|
Selling, general and administrative | — | | | — | | | 2,371 | | | — | | | 2,371 | |
|
Severance, exit costs and asset impairments | — | | | — | | | 127 | | | — | | | 127 | |
|
Depreciation | — | | | — | | | 868 | | | — | | | 868 | |
|
Amortization | — | | | — | | | 429 | | | — | | | 429 | |
|
| — | | | — | | | 8,455 | | | — | | | 8,455 | |
|
Operating (loss) income | — | | | — | | | 420 | | | — | | | 420 | |
|
Other (expense) income: | | | | | | | | | |
Interest income | 169 | | | 20 | | | 4 | | | (189 | ) | | 4 | |
|
Interest expense | (166 | ) | | (373 | ) | | (166 | ) | | 189 | | | (516 | ) |
|
(Losses) earnings of subsidiaries | (154 | ) | | 199 | | | — | | | (45 | ) | | — | |
|
Other expense, net | — | | | — | | | (3 | ) | | — | | | (3 | ) |
|
| (151 | ) | | (154 | ) | | (165 | ) | | (45 | ) | | (515 | ) |
|
(Loss) income before income taxes | (151 | ) | | (154 | ) | | 255 | | | (45 | ) | | (95 | ) |
|
Income tax expense | — | | | — | | | (56 | ) | | — | | | (56 | ) |
|
Net (loss) income | (151 | ) | | (154 | ) | | 199 | | | (45 | ) | | (151 | ) |
|
| | | | | | | | | |
Other comprehensive loss | (145 | ) | | (145 | ) | | (147 | ) | | 292 | | | (145 | ) |
|
Comprehensive (loss) income | $ | (296 | ) | | $ | (299 | ) | | $ | 52 | | | $ | 247 | | | $ | (296 | ) |
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| For the Year ended December 31, 2013 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Net operating revenues | $ | — | | | $ | — | | | $ | 16,891 | | | $ | — | | | $ | 16,891 | |
|
Net operating expenses: | | | | | | | | | |
Cost of services and products (exclusive of depreciation and amortization included below) | — | | | — | | | 9,777 | | | — | | | 9,777 | |
|
Selling, general and administrative | 36 | | | — | | | 4,805 | | | — | | | 4,841 | |
|
Severance, exit costs and asset impairments | — | | | — | | | 309 | | | — | | | 309 | |
|
Depreciation | — | | | — | | | 2,026 | | | — | | | 2,026 | |
|
Amortization | — | | | — | | | 908 | | | — | | | 908 | |
|
| 36 | | | — | | | 17,825 | | | — | | | 17,861 | |
|
Operating loss | (36 | ) | | — | | | (934 | ) | | — | | | (970 | ) |
|
Other (expense) income: | | | | | | | | | |
Interest income | 189 | | | 40 | | | 6 | | | (200 | ) | | 35 | |
|
Interest expense | (163 | ) | | (548 | ) | | (407 | ) | | 200 | | | (918 | ) |
|
(Losses) earnings of subsidiaries | (1,831 | ) | | (1,320 | ) | | — | | | 3,151 | | | — | |
|
Other (expense) income, net | (15 | ) | | (3 | ) | | 56 | | | — | | | 38 | |
|
| (1,820 | ) | | (1,831 | ) | | (345 | ) | | 3,151 | | | (845 | ) |
|
(Loss) income before income taxes | (1,856 | ) | | (1,831 | ) | | (1,279 | ) | | 3,151 | | | (1,815 | ) |
|
Income tax expense | (4 | ) | | — | | | (41 | ) | | — | | | (45 | ) |
|
Net (loss) income | (1,860 | ) | | (1,831 | ) | | (1,320 | ) | | 3,151 | | | (1,860 | ) |
|
| | | | | | | | | |
Other comprehensive income | 102 | | | 102 | | | 93 | | | (195 | ) | | 102 | |
|
Comprehensive (loss) income | $ | (1,758 | ) | | $ | (1,729 | ) | | $ | (1,227 | ) | | $ | 2,956 | | | $ | (1,758 | ) |
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the 191 Days Ended July 10, 2013 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Net operating revenues | $ | — | | | $ | 18,602 | | | $ | — | | | $ | 18,602 | | | | | |
| | | |
Net operating expenses: | | | | | | | | | | | |
Cost of services and products (exclusive of depreciation and amortization included below) | — | | | 10,545 | | | — | | | 10,545 | | | | | |
| | | |
Selling, general and administrative | — | | | 5,067 | | | — | | | 5,067 | | | | | |
| | | |
Severance, exit costs and asset impairments | — | | | 652 | | | — | | | 652 | | | | | |
| | | |
Depreciation | — | | | 3,098 | | | — | | | 3,098 | | | | | |
| | | |
Amortization | — | | | 147 | | | — | | | 147 | | | | | |
| | | |
Other, net | — | | | (22 | ) | | — | | | (22 | ) | | | | |
| | | |
| — | | | 19,487 | | | — | | | 19,487 | | | | | |
| | | |
Operating loss | — | | | (885 | ) | | — | | | (885 | ) | | | | |
| | | |
Other (expense) income: | | | | | | | | | | | |
Interest income | 61 | | | 15 | | | (43 | ) | | 33 | | | | | |
| | | |
Interest expense | (842 | ) | | (336 | ) | | 43 | | | (1,135 | ) | | | | |
| | | |
Equity in losses of unconsolidated investments, net | — | | | (482 | ) | | — | | | (482 | ) | | | | |
| | | |
Gain on previously-held equity interests | — | | | 2,926 | | | — | | | 2,926 | | | | | |
| | | |
(Losses) earnings of subsidiaries | (365 | ) | | — | | | 365 | | | — | | | | | |
| | | |
Other expense, net | (12 | ) | | (2 | ) | | — | | | (14 | ) | | | | |
| | | |
| (1,158 | ) | | 2,121 | | | 365 | | | 1,328 | | | | | |
| | | |
(Loss) income before income taxes | (1,158 | ) | | 1,236 | | | 365 | | | 443 | | | | | |
| | | |
Income tax expense | — | | | (1,601 | ) | | — | | | (1,601 | ) | | | | |
| | | |
Net (loss) income | (1,158 | ) | | (365 | ) | | 365 | | | (1,158 | ) | | | | |
| | | |
| | | | | | | | | | | |
Other comprehensive income | 23 | | | 35 | | | (35 | ) | | 23 | | | | | |
| | | |
Comprehensive (loss) income | $ | (1,135 | ) | | $ | (330 | ) | | $ | 330 | | | $ | (1,135 | ) | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the Three Months Ended March 31, 2013 (Unaudited) | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Net operating revenues | $ | — | | | $ | 8,793 | | | $ | — | | | $ | 8,793 | | | | | |
| | | |
Net operating expenses: | | | | | | | | | | | |
Cost of services and products (exclusive of depreciation and amortization included below) | — | | | 4,933 | | | — | | | 4,933 | | | | | |
| | | |
Selling, general and administrative | — | | | 2,336 | | | — | | | 2,336 | | | | | |
| | | |
Severance, exit costs and asset impairments | — | | | 25 | | | — | | | 25 | | | | | |
| | | |
Depreciation | — | | | 1,422 | | | — | | | 1,422 | | | | | |
| | | |
Amortization | — | | | 70 | | | — | | | 70 | | | | | |
| | | |
Other, net | — | | | (22 | ) | | — | | | (22 | ) | | | | |
| | | |
| — | | | 8,764 | | | — | | | 8,764 | | | | | |
| | | |
Operating (loss) income | — | | | 29 | | | — | | | 29 | | | | | |
| | | |
Other (expense) income: | | | | | | | | | | | |
Interest income | 29 | | | 6 | | | (21 | ) | | 14 | | | | | |
| | | |
Interest expense | (292 | ) | | (161 | ) | | 21 | | | (432 | ) | | | | |
| | | |
Equity in losses of unconsolidated investments, net | — | | | (202 | ) | | — | | | (202 | ) | | | | |
| | | |
(Losses) earnings of subsidiaries | (368 | ) | | — | | | 368 | | | — | | | | | |
| | | |
Other expense, net | (12 | ) | | (2 | ) | | — | | | (14 | ) | | | | |
| | | |
| (643 | ) | | (359 | ) | | 368 | | | (634 | ) | | | | |
| | | |
(Loss) income before income taxes | (643 | ) | | (330 | ) | | 368 | | | (605 | ) | | | | |
| | | |
Income tax expense | — | | | (38 | ) | | — | | | (38 | ) | | | | |
| | | |
Net (loss) income | (643 | ) | | (368 | ) | | 368 | | | (643 | ) | | | | |
| | | |
| | | | | | | | | | | |
Other comprehensive income | 14 | | | 15 | | | (15 | ) | | 14 | | | | | |
| | | |
Comprehensive (loss) income | $ | (629 | ) | | $ | (353 | ) | | $ | 353 | | | $ | (629 | ) | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the Year Ended December 31, 2012 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Net operating revenues | $ | — | | | $ | 35,345 | | | $ | — | | | $ | 35,345 | | | | | |
| | | |
Net operating expenses: | | | | | | | | | | | |
Cost of services and products (exclusive of depreciation and amortization included below) | — | | | 20,841 | | | — | | | 20,841 | | | | | |
| | | |
Selling, general and administrative | — | | | 9,765 | | | — | | | 9,765 | | | | | |
| | | |
Severance, exit costs and asset impairments | — | | | 298 | | | — | | | 298 | | | | | |
| | | |
Depreciation | — | | | 6,240 | | | — | | | 6,240 | | | | | |
| | | |
Amortization | — | | | 303 | | | — | | | 303 | | | | | |
| | | |
Other, net | — | | | (282 | ) | | — | | | (282 | ) | | | | |
| | | |
| — | | | 37,165 | | | — | | | 37,165 | | | | | |
| | | |
Operating loss | — | | | (1,820 | ) | | — | | | (1,820 | ) | | | | |
| | | |
Other (expense) income: | | | | | | | | | | | |
Interest income | 112 | | | 34 | | | (81 | ) | | 65 | | | | | |
| | | |
Interest expense | (907 | ) | | (602 | ) | | 81 | | | (1,428 | ) | | | | |
| | | |
Equity in losses of unconsolidated investments, net | — | | | (1,114 | ) | | — | | | (1,114 | ) | | | | |
| | | |
(Losses) earnings of subsidiaries | (3,530 | ) | | — | | | 3,530 | | | — | | | | | |
| | | |
Other (expense) income, net | (1 | ) | | 126 | | | — | | | 125 | | | | | |
| | | |
| (4,326 | ) | | (1,556 | ) | | 3,530 | | | (2,352 | ) | | | | |
| | | |
(Loss) income before income taxes | (4,326 | ) | | (3,376 | ) | | 3,530 | | | (4,172 | ) | | | | |
| | | |
Income tax expense | — | | | (154 | ) | | — | | | (154 | ) | | | | |
| | | |
Net (loss) income | (4,326 | ) | | (3,530 | ) | | 3,530 | | | (4,326 | ) | | | | |
| | | |
| | | | | | | | | | | |
Other comprehensive loss | (341 | ) | | (339 | ) | | 339 | | | (341 | ) | | | | |
| | | |
Comprehensive (loss) income | $ | (4,667 | ) | | $ | (3,869 | ) | | $ | 3,869 | | | $ | (4,667 | ) | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the Year Ended December 31, 2011 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Net operating revenues | $ | — | | | $ | 33,679 | | | $ | — | | | $ | 33,679 | | | | | |
| | | |
Net operating expenses: | | | | | | | | | | | |
Cost of services and products (exclusive of depreciation and amortization included below) | — | | | 19,015 | | | — | | | 19,015 | | | | | |
| | | |
Selling, general and administrative | — | | | 9,592 | | | — | | | 9,592 | | | | | |
| | | |
Severance, exit costs and asset impairments | — | | | 106 | | | — | | | 106 | | | | | |
| | | |
Depreciation | — | | | 4,455 | | | — | | | 4,455 | | | | | |
| | | |
Amortization | — | | | 403 | | | — | | | 403 | | | | | |
| | | |
Other, net | — | | | — | | | — | | | — | | | | | |
| | | |
| — | | | 33,571 | | | — | | | 33,571 | | | | | |
| | | |
Operating (loss) income | — | | | 108 | | | — | | | 108 | | | | | |
| | | |
Other (expense) income: | | | | | | | | | | | |
Interest income | 125 | | | 5 | | | (94 | ) | | 36 | | | | | |
| | | |
Interest expense | (370 | ) | | (735 | ) | | 94 | | | (1,011 | ) | | | | |
| | | |
Equity in losses of unconsolidated investments, net | — | | | (1,730 | ) | | — | | | (1,730 | ) | | | | |
| | | |
(Losses) earnings of subsidiaries | (2,645 | ) | | — | | | 2,645 | | | — | | | | | |
| | | |
Other expense, net | — | | | (39 | ) | | — | | | (39 | ) | | | | |
| | | |
| (2,890 | ) | | (2,499 | ) | | 2,645 | | | (2,744 | ) | | | | |
| | | |
(Loss) income before income taxes | (2,890 | ) | | (2,391 | ) | | 2,645 | | | (2,636 | ) | | | | |
| | | |
Income tax expense | — | | | (254 | ) | | — | | | (254 | ) | | | | |
| | | |
Net (loss) income | (2,890 | ) | | (2,645 | ) | | 2,645 | | | (2,890 | ) | | | | |
| | | |
| | | | | | | | | | | |
Other comprehensive loss | (290 | ) | | (294 | ) | | 294 | | | (290 | ) | | | | |
| | | |
Comprehensive (loss) income | $ | (3,180 | ) | | $ | (2,939 | ) | | $ | 2,939 | | | $ | (3,180 | ) | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| For the Three Months Ended March 31, 2014 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Cash flows from operating activities: | | | | | | | | | |
Net cash (used in) provided by operating activities | $ | — | | | $ | (483 | ) | | $ | 1,005 | | | $ | — | | | $ | 522 | |
|
Cash flows from investing activities: | | | | | | | | | |
Capital expenditures | — | | | — | | | (1,488 | ) | | — | | | (1,488 | ) |
|
Expenditures relating to FCC licenses | — | | | — | | | (152 | ) | | — | | | (152 | ) |
|
Proceeds from sales and maturities of short-term investments | — | | | 920 | | | — | | | — | | | 920 | |
|
Purchases of short-term investments | — | | | (1,035 | ) | | — | | | — | | | (1,035 | ) |
|
Change in amounts due from/due to consolidated affiliates | — | | | (941 | ) | | — | | | 941 | | | — | |
|
Other, net | — | | | — | | | (1 | ) | | — | | | (1 | ) |
|
Net cash(used in) provided by investing activities | — | | | (1,056 | ) | | (1,641 | ) | | 941 | | | (1,756 | ) |
|
Cash flows from financing activities: | | | | | | | | | |
Repayments of debt and capital lease obligations | — | | | — | | | (159 | ) | | — | | | (159 | ) |
|
Debt financing costs | — | | | (1 | ) | | — | | | — | | | (1 | ) |
|
Change in amounts due from/due to consolidated affiliates | — | | | — | | | 941 | | | (941 | ) | | — | |
|
Net cash (used in) provided by financing activities | — | | | (1 | ) | | 782 | | | (941 | ) | | (160 | ) |
|
Net (decrease) increase in cash and cash equivalents | — | | | (1,540 | ) | | 146 | | | — | | | (1,394 | ) |
|
Cash and cash equivalents, beginning of period | — | | | 5,665 | | | 699 | | | — | | | 6,364 | |
|
Cash and cash equivalents, end of period | $ | — | | | $ | 4,125 | | | $ | 845 | | | $ | — | | | $ | 4,970 | |
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| For the Year Ended December 31, 2013 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Cash flows from operating activities: | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | 9 | | | $ | (458 | ) | | $ | 388 | | | $ | — | | | $ | (61 | ) |
|
Cash flows from investing activities: | | | | | | | | | |
Capital expenditures | — | | | — | | | (3,847 | ) | | — | | | (3,847 | ) |
|
Expenditures relating to FCC licenses | — | | | — | | | (146 | ) | | — | | | (146 | ) |
|
Acquisitions, net of cash acquired | (16,640 | ) | | 2,528 | | | — | | | — | | | (14,112 | ) |
|
Proceeds from sales and maturities of short-term investments | — | | | 1,715 | | | — | | | — | | | 1,715 | |
|
Purchases of short-term investments | — | | | (1,719 | ) | | — | | | — | | | (1,719 | ) |
|
Change in amounts due from/due to consolidated affiliates | — | | | (7,189 | ) | | — | | | 7,189 | | | — | |
|
Investment in consolidated affiliate | (1,900 | ) | | — | | | — | | | 1,900 | | | — | |
|
Intercompany note advance to consolidated affiliate | (8,861 | ) | | — | | | — | | | 8,861 | | | — | |
|
Other, net | — | | | — | | | 1 | | | — | | | 1 | |
|
Net cash (used in) provided by investing activities | (27,401 | ) | | (4,665 | ) | | (3,992 | ) | | 17,950 | | | (18,108 | ) |
|
Cash flows from financing activities: | | | | | | | | | |
Proceeds from debt and financings | 9,000 | | | — | | | 500 | | | — | | | 9,500 | |
|
Repayments of debt and capital lease obligations | — | | | — | | | (3,378 | ) | | — | | | (3,378 | ) |
|
Debt financing costs | (139 | ) | | — | | | (8 | ) | | — | | | (147 | ) |
|
Proceeds from issuance of common stock and warrants, net | 18,540 | | | 27 | | | — | | | — | | | 18,567 | |
|
Change in amounts due from/due to consolidated affiliates | — | | | — | | | 7,189 | | | (7,189 | ) | | — | |
|
Intercompany note advance from parent | — | | | 8,861 | | | — | | | (8,861 | ) | | — | |
|
Equity contribution from parent | — | | | 1,900 | | | — | | | (1,900 | ) | | — | |
|
Other, net | (14 | ) | | — | | | — | | | — | | | (14 | ) |
|
Net cash provided by (used in) financing activities | 27,387 | | | 10,788 | | | 4,303 | | | (17,950 | ) | | 24,528 | |
|
Net (decrease) increase in cash and cash equivalents | (5 | ) | | 5,665 | | | 699 | | | — | | | 6,359 | |
|
Cash and cash equivalents, beginning of period | 5 | | | — | | | — | | | — | | | 5 | |
|
Cash and cash equivalents, end of period | $ | — | | | $ | 5,665 | | | $ | 699 | | | $ | — | | | $ | 6,364 | |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the 191 Days Ended July 10, 2013 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net cash (used in) provided by operating activities | $ | (559 | ) | | $ | 3,230 | | | $ | — | | | $ | 2,671 | | | | | |
| | | |
Cash flows from investing activities: | | | | | | | | | | | |
Capital expenditures | — | | | (3,140 | ) | | — | | | (3,140 | ) | | | | |
| | | |
Expenditures relating to FCC licenses | — | | | (125 | ) | | — | | | (125 | ) | | | | |
| | | |
Acquisitions, net of cash acquired | (4,039 | ) | | — | | | — | | | (4,039 | ) | | | | |
| | | |
Investment in Clearwire (including debt securities) | — | | | (308 | ) | | — | | | (308 | ) | | | | |
| | | |
Proceeds from sales and maturities of short-term investments | 2,445 | | | — | | | — | | | 2,445 | | | | | |
| | | |
Purchases of short-term investments | (1,221 | ) | | — | | | — | | | (1,221 | ) | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | (372 | ) | | — | | | 372 | | | — | | | | | |
| | | |
Other, net | — | | | 3 | | | — | | | 3 | | | | | |
| | | |
Net cash (used in) provided by investing activities | (3,187 | ) | | (3,570 | ) | | 372 | | | (6,385 | ) | | | | |
| | | |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from debt and financings | — | | | 204 | | | — | | | 204 | | | | | |
| | | |
Repayments of debt and capital lease obligations | — | | | (362 | ) | | — | | | (362 | ) | | | | |
| | | |
Debt financing costs | (11 | ) | | — | | | — | | | (11 | ) | | | | |
| | | |
Proceeds from issuance of common stock and warrants, net | 60 | | | — | | | — | | | 60 | | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | — | | | 372 | | | (372 | ) | | — | | | | | |
| | | |
Net cash provided by (used in) financing activities | 49 | | | 214 | | | (372 | ) | | (109 | ) | | | | |
| | | |
Net decrease in cash and cash equivalents | (3,697 | ) | | (126 | ) | | — | | | (3,823 | ) | | | | |
| | | |
Cash and cash equivalents, beginning of period | 5,218 | | | 1,133 | | | — | | | 6,351 | | | | | |
| | | |
Cash and cash equivalents, end of period | $ | 1,521 | | | $ | 1,007 | | | $ | — | | | $ | 2,528 | | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the Three Months Ended March 31, 2013 (Unaudited) | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net cash (used in) provided by operating activities | $ | (210 | ) | | $ | 1,150 | | | $ | — | | | $ | 940 | | | | | |
| | | |
Cash flows from investing activities: | | | | | | | | | | | |
Capital expenditures | — | | | (1,381 | ) | | — | | | (1,381 | ) | | | | |
| | | |
Expenditures relating to FCC licenses | — | | | (55 | ) | | — | | | (55 | ) | | | | |
| | | |
Investment in Clearwire (including debt securities) | — | | | (80 | ) | | — | | | (80 | ) | | | | |
| | | |
Proceeds from sales and maturities of short-term investments | 1,281 | | | — | | | — | | | 1,281 | | | | | |
| | | |
Purchases of short-term investments | (926 | ) | | — | | | — | | | (926 | ) | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | (236 | ) | | — | | | 236 | | | — | | | | | |
| | | |
Other, net | — | | | 3 | | | — | | | 3 | | | | | |
| | | |
Net cash used in investing activities | 119 | | | (1,513 | ) | | 236 | | | (1,158 | ) | | | | |
| | | |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from debt and financings | — | | | 204 | | | — | | | 204 | | | | | |
| | | |
Repayments of debt and capital lease obligations | — | | | (59 | ) | | — | | | (59 | ) | | | | |
| | | |
Debt financing costs | (10 | ) | | — | | | — | | | (10 | ) | | | | |
| | | |
Proceeds from issuance of common stock and warrants, net | 7 | | | — | | | — | | | 7 | | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | — | | | 236 | | | (236 | ) | | — | | | | | |
| | | |
Net cash provided by (used in) financing activities | (3 | ) | | 381 | | | (236 | ) | | 142 | | | | | |
| | | |
Net increase (decrease) in cash and cash equivalents | (94 | ) | | 18 | | | — | | | (76 | ) | | | | |
| | | |
Cash and cash equivalents, beginning of period | 5,218 | | | 1,133 | | | — | | | 6,351 | | | | | |
| | | |
Cash and cash equivalents, end of period | $ | 5,124 | | | $ | 1,151 | | | $ | — | | | $ | 6,275 | | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the Year Ended December 31, 2012 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net cash (used in) provided by operating activities | $ | (728 | ) | | $ | 3,727 | | | $ | — | | | $ | 2,999 | | | | | |
| | | |
Cash flows from investing activities: | | | | | | | | | | | |
Capital expenditures | — | | | (4,261 | ) | | — | | | (4,261 | ) | | | | |
| | | |
Expenditures relating to FCC licenses | — | | | (198 | ) | | — | | | (198 | ) | | | | |
| | | |
Investment in Clearwire (including debt securities) | — | | | (228 | ) | | — | | | (228 | ) | | | | |
| | | |
Proceeds from sales and maturities of short-term investments | 1,513 | | | — | | | — | | | 1,513 | | | | | |
| | | |
Purchases of short-term investments | (3,212 | ) | | — | | | — | | | (3,212 | ) | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | (5,610 | ) | | — | | | 5,610 | | | — | | | | | |
| | | |
Other, net | — | | | 11 | | | — | | | 11 | | | | | |
| | | |
Net cash (used in) provided by investing activities | (7,309 | ) | | (4,676 | ) | | 5,610 | | | (6,375 | ) | | | | |
| | | |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from debt and financings | 8,880 | | | 296 | | | — | | | 9,176 | | | | | |
| | | |
Repayments of debt and capital lease obligations | — | | | (4,791 | ) | | — | | | (4,791 | ) | | | | |
| | | |
Debt financing costs | (105 | ) | | (29 | ) | | — | | | (134 | ) | | | | |
| | | |
Proceeds from issuance of common stock and warrants, net | 29 | | | — | | | — | | | 29 | | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | — | | | 5,610 | | | (5,610 | ) | | — | | | | | |
| | | |
Net cash provided by (used in) financing activities | 8,804 | | | 1,086 | | | (5,610 | ) | | 4,280 | | | | | |
| | | |
Net increase (decrease) in cash and cash equivalents | 767 | | | 137 | | | — | | | 904 | | | | | |
| | | |
Cash and cash equivalents, beginning of period | 4,451 | | | 996 | | | — | | | 5,447 | | | | | |
| | | |
Cash and cash equivalents, end of period | $ | 5,218 | | | $ | 1,133 | | | $ | — | | | $ | 6,351 | | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| For the Year Ended December 31, 2011 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net cash (used in) provided by operating activities | $ | (319 | ) | | $ | 4,010 | | | $ | — | | | $ | 3,691 | | | | | |
| | | |
Cash flows from investing activities: | | | | | | | | | | | |
Capital expenditures | — | | | (3,130 | ) | | — | | | (3,130 | ) | | | | |
| | | |
Expenditures relating to FCC licenses | — | | | (258 | ) | | — | | | (258 | ) | | | | |
| | | |
Reimbursements relating to FCC licenses | — | | | 135 | | | — | | | 135 | | | | | |
| | | |
Investment in Clearwire (including debt securities) | — | | | (331 | ) | | — | | | (331 | ) | | | | |
| | | |
Proceeds from sales and maturities of short-term investments | 980 | | | — | | | — | | | 980 | | | | | |
| | | |
Purchases of short-term investments | (830 | ) | | — | | | — | | | (830 | ) | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | (3,429 | ) | | — | | | 3,429 | | | — | | | | | |
| | | |
Other, net | — | | | (9 | ) | | — | | | (9 | ) | | | | |
| | | |
Net cash used in investing activities | (3,279 | ) | | (3,593 | ) | | 3,429 | | | (3,443 | ) | | | | |
| | | |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from debt and financings | 4,000 | | | — | | | — | | | 4,000 | | | | | |
| | | |
Repayments of debt and capital lease obligations | (250 | ) | | (3,656 | ) | | — | | | (3,906 | ) | | | | |
| | | |
Debt financing costs | (86 | ) | | — | | | — | | | (86 | ) | | | | |
| | | |
Proceeds from issuance of common stock and warrants, net | 18 | | | — | | | — | | | 18 | | | | | |
| | | |
Change in amounts due from/due to consolidated affiliates | — | | | 3,429 | | | (3,429 | ) | | — | | | | | |
| | | |
Net cash provided by (used in) financing activities | 3,682 | | | (227 | ) | | (3,429 | ) | | 26 | | | | | |
| | | |
Net increase (decrease) in cash and cash equivalents | 84 | | | 190 | | | — | | | 274 | | | | | |
| | | |
Cash and cash equivalents, beginning of period | 4,367 | | | 806 | | | — | | | 5,173 | | | | | |
| | | |
Cash and cash equivalents, end of period | $ | 4,451 | | | $ | 996 | | | $ | — | | | $ | 5,447 | | | | | |
| | | |
| | | | | | | | | | | | | | | | | | | | |