Guarantor Financial Information (Notes) | 12 Months Ended |
Mar. 31, 2015 |
Condensed Financial Statements, Captions [Line Items] | |
Guarantor Financial Information | 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 is 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 registration rights agreements with respect to the notes required 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. Accordingly, in November 2014, we completed an exchange offer for these notes in compliance with our registration obligations. We did not receive any proceeds from this exchange offer. In addition, on February 24, 2015, Sprint Corporation issued $1.5 billion aggregate principal amount of 7.625% notes due 2025, which are fully and unconditionally guaranteed by Sprint Communications, Inc. |
Under the Subsidiary Guarantor's revolving bank credit facility and other finance 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. |
In May 2014, certain wholly-owned subsidiaries of Sprint entered into a Receivables Facility arrangement to sell certain accounts receivable on a revolving basis, subject to a maximum funding limit of $1.3 billion. In connection with this arrangement, Sprint formed certain wholly-owned subsidiaries, which are bankruptcy remote SPEs and are included in the Non-Guarantor Subsidiaries condensed consolidated financial information (see Note 3. Significant Transactions). |
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. Additionally, because the Parent/Issuer column represents the activities of Sprint Corporation (formerly Starburst II), 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 periods presented in the consolidated financial statements. |
|
CONDENSED CONSOLIDATING BALANCE SHEET |
|
| | | | | | | | | | | | | | | | | | | |
| As of March 31, 2015 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
ASSETS |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 3,492 | | | $ | 518 | | | $ | — | | | $ | 4,010 | |
|
Short-term investments | — | | | 146 | | | 20 | | | — | | | 166 | |
|
Accounts and notes receivable, net | 84 | | | 157 | | | 2,160 | | | (111 | ) | | 2,290 | |
|
Device and accessory inventory | — | | | — | | | 1,359 | | | — | | | 1,359 | |
|
Deferred tax assets | — | | | — | | | 62 | | | — | | | 62 | |
|
Prepaid expenses and other current assets | — | | | 13 | | | 1,877 | | | — | | | 1,890 | |
|
Total current assets | 84 | | | 3,808 | | | 5,996 | | | (111 | ) | | 9,777 | |
|
Investments in subsidiaries | 21,712 | | | 22,413 | | | — | | | (44,125 | ) | | — | |
|
Property, plant and equipment, net | — | | | — | | | 19,721 | | | — | | | 19,721 | |
|
Due from consolidated affiliate | 68 | | | 20,934 | | | — | | | (21,002 | ) | | — | |
|
Note receivable from consolidated affiliate | 10,500 | | | 458 | | | — | | | (10,958 | ) | | — | |
|
Intangible assets | | | | | | | | | |
Goodwill | — | | | — | | | 6,575 | | | — | | | 6,575 | |
|
FCC licenses and other | — | | | — | | | 39,987 | | | — | | | 39,987 | |
|
Definite-lived intangible assets, net | — | | | — | | | 5,893 | | | — | | | 5,893 | |
|
Other assets | 139 | | | 1,260 | | | 836 | | | (1,158 | ) | | 1,077 | |
|
Total assets | $ | 32,503 | | | $ | 48,873 | | | $ | 79,008 | | | $ | (77,354 | ) | | $ | 83,030 | |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | — | | | $ | — | | | $ | 4,347 | | | $ | — | | | $ | 4,347 | |
|
Accrued expenses and other current liabilities | 154 | | | 625 | | | 4,625 | | | (111 | ) | | 5,293 | |
|
Current portion of long-term debt, financing and capital lease obligations | — | | | 500 | | | 800 | | | — | | | 1,300 | |
|
Total current liabilities | 154 | | | 1,125 | | | 9,772 | | | (111 | ) | | 10,940 | |
|
Long-term debt, financing and capital lease obligations | 10,500 | | | 14,576 | | | 8,474 | | | (1,019 | ) | | 32,531 | |
|
Deferred tax liabilities | — | | | — | | | 13,898 | | | — | | | 13,898 | |
|
Note payable due to consolidated affiliate | — | | | 10,500 | | | 458 | | | (10,958 | ) | | — | |
|
Other liabilities | — | | | 960 | | | 2,991 | | | — | | | 3,951 | |
|
Due to consolidated affiliate | 139 | | | — | | | 21,002 | | | (21,141 | ) | | — | |
|
Total liabilities | 10,793 | | | 27,161 | | | 56,595 | | | (33,229 | ) | | 61,320 | |
|
Commitments and contingencies | | | | | | | | | |
Total stockholders' equity | 21,710 | | | 21,712 | | | 22,413 | | | (44,125 | ) | | 21,710 | |
|
Total liabilities and stockholders' equity | $ | 32,503 | | | $ | 48,873 | | | $ | 79,008 | | | $ | (77,354 | ) | | $ | 83,030 | |
|
|
CONDENSED CONSOLIDATING BALANCE SHEET |
|
| | | | | | | | | | | | | | | | | | | |
| 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 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 | | | 1,237 | | | 674 | | | (1,152 | ) | | 892 | |
|
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 STATEMENT OF COMPREHENSIVE LOSS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| Year Ended March 31, 2015 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Net operating revenues: | | | | | | | | | |
Service | $ | — | | | $ | — | | | $ | 29,542 | | | $ | — | | | $ | 29,542 | |
|
Equipment | — | | | — | | | 4,990 | | | — | | | 4,990 | |
|
| — | | | — | | | 34,532 | | | — | | | 34,532 | |
|
Net operating expenses: | | | | | | | | | |
Cost of services (exclusive of depreciation and amortization below) | — | | | — | | | 9,660 | | | — | | | 9,660 | |
|
Cost of products (exclusive of depreciation and amortization below) | — | | | — | | | 9,309 | | | — | | | 9,309 | |
|
Selling, general and administrative | — | | | — | | | 9,563 | | | — | | | 9,563 | |
|
Impairments | — | | | — | | | 2,133 | | | — | | | 2,133 | |
|
Severance and exit costs | — | | | — | | | 304 | | | — | | | 304 | |
|
Depreciation | — | | | — | | | 3,797 | | | — | | | 3,797 | |
|
Amortization | — | | | — | | | 1,552 | | | — | | | 1,552 | |
|
Other, net | — | | | 1 | | | 108 | | | — | | | 109 | |
|
| — | | | 1 | | | 36,426 | | | — | | | 36,427 | |
|
Operating loss | — | | | (1 | ) | | (1,894 | ) | | — | | | (1,895 | ) |
|
Other income (expense): | | | | | | | | | |
Interest income | 687 | | | 146 | | | 3 | | | (824 | ) | | 12 | |
|
Interest expense | (687 | ) | | (1,521 | ) | | (667 | ) | | 824 | | | (2,051 | ) |
|
Equity in losses of unconsolidated investments, net | — | | | — | | | — | | | — | | | — | |
|
Gain on previously-held equity interests | — | | | — | | | — | | | — | | | — | |
|
(Losses) earnings of subsidiaries | (3,345 | ) | | (1,970 | ) | | — | | | 5,315 | | | — | |
|
Other income, net | — | | | 1 | | | 14 | | | — | | | 15 | |
|
| (3,345 | ) | | (3,344 | ) | | (650 | ) | | 5,315 | | | (2,024 | ) |
|
(Loss) income before income taxes | (3,345 | ) | | (3,345 | ) | | (2,544 | ) | | 5,315 | | | (3,919 | ) |
|
Income tax benefit | — | | | — | | | 574 | | | — | | | 574 | |
|
Net (loss) income | (3,345 | ) | | (3,345 | ) | | (1,970 | ) | | 5,315 | | | (3,345 | ) |
|
Other comprehensive (loss) income | (365 | ) | | (365 | ) | | (355 | ) | | 720 | | | (365 | ) |
|
Comprehensive (loss) income | $ | (3,710 | ) | | $ | (3,710 | ) | | $ | (2,325 | ) | | $ | 6,035 | | | $ | (3,710 | ) |
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| Three Months Ended March 31, 2014 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Net operating revenues: | | | | | | | | | |
Service | $ | — | | | $ | — | | | $ | 7,876 | | | $ | — | | | $ | 7,876 | |
|
Equipment | — | | | — | | | 999 | | | — | | | 999 | |
|
| — | | | — | | | 8,875 | | | — | | | 8,875 | |
|
Net operating expenses: | | | | | | | | | |
Cost of services (exclusive of depreciation and amortization below) | — | | | — | | | 2,622 | | | — | | | 2,622 | |
|
Cost of products (exclusive of depreciation and amortization below) | — | | | — | | | 2,038 | | | — | | | 2,038 | |
|
Selling, general and administrative | — | | | — | | | 2,371 | | | — | | | 2,371 | |
|
Impairments | — | | | — | | | 75 | | | — | | | 75 | |
|
Severance and exit costs | — | | | — | | | 52 | | | — | | | 52 | |
|
Depreciation | — | | | — | | | 868 | | | — | | | 868 | |
|
Amortization | — | | | — | | | 429 | | | — | | | 429 | |
|
| — | | | — | | | 8,455 | | | — | | | 8,455 | |
|
Operating income | — | | | — | | | 420 | | | — | | | 420 | |
|
Other income (expense): | | | | | | | | | |
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) income | (145 | ) | | (145 | ) | | (147 | ) | | 292 | | | (145 | ) |
|
Comprehensive (loss) income | $ | (296 | ) | | $ | (299 | ) | | $ | 52 | | | $ | 247 | | | $ | (296 | ) |
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| Year Ended December 31, 2013 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Net operating revenues: | | | | | | | | | |
Service | $ | — | | | $ | — | | | $ | 15,094 | | | $ | — | | | $ | 15,094 | |
|
Equipment | — | | | — | | | 1,797 | | | — | | | 1,797 | |
|
| — | | | — | | | 16,891 | | | — | | | 16,891 | |
|
Net operating expenses: | | | | | | | | | |
Cost of services (exclusive of depreciation and amortization below) | — | | | — | | | 5,174 | | | — | | | 5,174 | |
|
Cost of products (exclusive of depreciation and amortization below) | — | | | — | | | 4,603 | | | — | | | 4,603 | |
|
Selling, general and administrative | 36 | | | — | | | 4,805 | | | — | | | 4,841 | |
|
Severance and exit costs | — | | | — | | | 309 | | | — | | | 309 | |
|
Depreciation | — | | | — | | | 2,026 | | | — | | | 2,026 | |
|
Amortization | — | | | — | | | 908 | | | — | | | 908 | |
|
| 36 | | | — | | | 17,825 | | | — | | | 17,861 | |
|
Operating loss | (36 | ) | | — | | | (934 | ) | | — | | | (970 | ) |
|
Other income (expense): | | | | | | | | | |
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 (loss) | 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: | | | | | | | | | | | |
Service | $ | — | | | $ | 16,895 | | | $ | — | | | $ | 16,895 | | | | | |
| | | |
Equipment | — | | | 1,707 | | | — | | | 1,707 | | | | | |
| | | |
| — | | | 18,602 | | | — | | | 18,602 | | | | | |
| | | |
Net operating expenses: | | | | | | | | | | | |
Cost of services (exclusive of depreciation and amortization below) | — | | | 5,673 | | | — | | | 5,673 | | | | | |
| | | |
Cost of products (exclusive of depreciation and amortization below) | — | | | 4,872 | | | — | | | 4,872 | | | | | |
| | | |
Selling, general and administrative | — | | | 5,067 | | | — | | | 5,067 | | | | | |
| | | |
Severance and exit costs | — | | | 652 | | | — | | | 652 | | | | | |
| | | |
Depreciation | — | | | 3,098 | | | — | | | 3,098 | | | | | |
| | | |
Amortization | — | | | 147 | | | — | | | 147 | | | | | |
| | | |
Other, net | — | | | (22 | ) | | — | | | (22 | ) | | | | |
| | | |
| — | | | 19,487 | | | — | | | 19,487 | | | | | |
| | | |
Operating loss | — | | | (885 | ) | | — | | | (885 | ) | | | | |
| | | |
Other income (expense): | | | | | | | | | | | |
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 (loss) | 23 | | | 35 | | | (35 | ) | | 23 | | | | | |
| | | |
Comprehensive (loss) income | $ | (1,135 | ) | | $ | (330 | ) | | $ | 330 | | | $ | (1,135 | ) | | | | |
| | | |
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| Three Months Ended March 31, 2013 (Unaudited) | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Net operating revenues: | | | | | | | | | | | |
Service | $ | — | | | $ | 7,980 | | | $ | — | | | $ | 7,980 | | | | | |
| | | |
Equipment | — | | | 813 | | | — | | | 813 | | | | | |
| | | |
| — | | | 8,793 | | | — | | | 8,793 | | | | | |
| | | |
Net operating expenses: | | | | | | | | | | | |
Cost of services (exclusive of depreciation and amortization below) | — | | | 2,640 | | | — | | | 2,640 | | | | | |
| | | |
Cost of products (exclusive of depreciation and amortization below) | — | | | 2,293 | | | — | | | 2,293 | | | | | |
| | | |
Selling, general and administrative | — | | | 2,336 | | | — | | | 2,336 | | | | | |
| | | |
Severance and exit costs | — | | | 25 | | | — | | | 25 | | | | | |
| | | |
Depreciation | — | | | 1,422 | | | — | | | 1,422 | | | | | |
| | | |
Amortization | — | | | 70 | | | — | | | 70 | | | | | |
| | | |
Other, net | — | | | (22 | ) | | — | | | (22 | ) | | | | |
| | | |
| — | | | 8,764 | | | — | | | 8,764 | | | | | |
| | | |
Operating income | — | | | 29 | | | — | | | 29 | | | | | |
| | | |
Other income (expense): | | | | | | | | | | | |
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 (loss) | 14 | | | 15 | | | (15 | ) | | 14 | | | | | |
| | | |
Comprehensive (loss) income | $ | (629 | ) | | $ | (353 | ) | | $ | 353 | | | $ | (629 | ) | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS |
| | | | |
| | | | | | | | | | | | | | | | | | | |
Predecessor | | | | |
| Year Ended December 31, 2012 | | | | |
| Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | |
| (in millions) | | | | |
Net operating revenues: | | | | | | | | | | | |
Service | $ | — | | | $ | 32,097 | | | $ | — | | | $ | 32,097 | | | | | |
| | | |
Equipment | — | | | 3,248 | | | — | | | 3,248 | | | | | |
| | | |
| — | | | 35,345 | | | — | | | 35,345 | | | | | |
| | | |
Net operating expenses: | | | | | | | | | | | |
Cost of services (exclusive of depreciation and amortization below) | — | | | 10,936 | | | — | | | 10,936 | | | | | |
| | | |
Cost of products (exclusive of depreciation and amortization below) | — | | | 9,905 | | | — | | | 9,905 | | | | | |
| | | |
Selling, general and administrative | — | | | 9,765 | | | — | | | 9,765 | | | | | |
| | | |
Impairments | — | | | 102 | | | — | | | 102 | | | | | |
| | | |
Severance and exit costs | — | | | 196 | | | — | | | 196 | | | | | |
| | | |
Depreciation | — | | | 6,240 | | | — | | | 6,240 | | | | | |
| | | |
Amortization | — | | | 303 | | | — | | | 303 | | | | | |
| | | |
Other, net | — | | | (282 | ) | | — | | | (282 | ) | | | | |
| | | |
| — | | | 37,165 | | | — | | | 37,165 | | | | | |
| | | |
Operating loss | — | | | (1,820 | ) | | — | | | (1,820 | ) | | | | |
| | | |
Other income (expense): | | | | | | | | | | | |
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) income | (341 | ) | | (339 | ) | | 339 | | | (341 | ) | | | | |
| | | |
Comprehensive (loss) income | $ | (4,667 | ) | | $ | (3,869 | ) | | $ | 3,869 | | | $ | (4,667 | ) | | | | |
| | | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| Year Ended March 31, 2015 |
| Parent/Issuer | | Subsidiary Guarantor | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| (in millions) |
Cash flows from operating activities: | | | | | | | | | |
Net cash (used in) provided by operating activities | $ | — | | | $ | (750 | ) | | $ | 3,700 | | | $ | (500 | ) | | $ | 2,450 | |
|
Cash flows from investing activities: | | | | | | | | | |
Capital expenditures - network and other | — | | | — | | | (5,422 | ) | | — | | | (5,422 | ) |
|
Capital expenditures - leased devices | — | | | — | | | (582 | ) | | — | | | (582 | ) |
|
Expenditures relating to FCC licenses | — | | | — | | | (163 | ) | | — | | | (163 | ) |
|
Reimbursements relating to FCC licenses | — | | | — | | | 95 | | | — | | | 95 | |
|
Proceeds from sales and maturities of short-term investments | — | | | 3,061 | | | 70 | | | — | | | 3,131 | |
|
Purchases of short-term investments | — | | | (1,987 | ) | | (90 | ) | | — | | | (2,077 | ) |
|
Change in amounts due from/due to consolidated affiliates | — | | | (2,425 | ) | | — | | | 2,425 | | | — | |
|
Proceeds from sales of assets and FCC licenses | — | | | — | | | 315 | | | — | | | 315 | |
|
Intercompany note advance to consolidated affiliate | (1,481 | ) | | (343 | ) | | — | | | 1,824 | | | — | |
|
Other, net | — | | | — | | | (11 | ) | | — | | | (11 | ) |
|
Net cash (used in) provided by investing activities | (1,481 | ) | | (1,694 | ) | | (5,788 | ) | | 4,249 | | | (4,714 | ) |
|
Cash flows from financing activities: | | | | | | | | | |
Proceeds from debt and financings | 1,500 | | | 300 | | | 130 | | | — | | | 1,930 | |
|
Repayments of debt, financing and capital lease obligations | — | | | — | | | (574 | ) | | — | | | (574 | ) |
|
Debt financing costs | (21 | ) | | (5 | ) | | (61 | ) | | — | | | (87 | ) |
|
Proceeds from issuance of common stock, net | — | | | 35 | | | — | | | — | | | 35 | |
|
Intercompany dividends paid to consolidated affiliate | — | | | — | | | (500 | ) | | 500 | | | — | |
|
Change in amounts due from/due to consolidated affiliates | 2 | | | — | | | 2,423 | | | (2,425 | ) | | — | |
|
Intercompany note advance from parent | — | | | 1,481 | | | 343 | | | (1,824 | ) | | — | |
|
Net cash provided by (used in) financing activities | 1,481 | | | 1,811 | | | 1,761 | | | (3,749 | ) | | 1,304 | |
|
Net decrease in cash and cash equivalents | — | | | (633 | ) | | (327 | ) | | — | | | (960 | ) |
|
Cash and cash equivalents, beginning of period | — | | | 4,125 | | | 845 | | | — | | | 4,970 | |
|
Cash and cash equivalents, end of period | $ | — | | | $ | 3,492 | | | $ | 518 | | | $ | — | | | $ | 4,010 | |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
|
| | | | | | | | | | | | | | | | | | | |
Successor |
| Three Months Ended March 31, 2014 |
| Parent/Issuer | | Subsidiary Guarantor | | Non- | | Eliminations | | Consolidated |
Guarantor Subsidiaries |
| (in millions) |
Cash flows from operating activities: | | | | | | | | | |
Net cash provided by (used in) 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 | | | — | |
|
Proceeds from sales of assets and FCC licenses | — | | | — | | | 1 | | | — | | | 1 | |
|
Other, net | — | | | — | | | (2 | ) | | — | | | (2 | ) |
|
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 provided by (used in) 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 |
| Year Ended December 31, 2013 |
| Parent/Issuer | | Subsidiary Guarantor | | Non- | | Eliminations | | Consolidated |
Guarantor Subsidiaries |
| (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 | | | — | |
|
Proceeds from sales of assets and FCC licenses | — | | | — | | | 7 | | | — | | | 7 | |
|
Investment in consolidated affiliate | (1,900 | ) | | — | | | — | | | 1,900 | | | — | |
|
Intercompany note advance to consolidated affiliate | (8,861 | ) | | — | | | — | | | 8,861 | | | — | |
|
Other, net | — | | | — | | | (6 | ) | | — | | | (6 | ) |
|
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, 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- | | Eliminations | | Consolidated | | | | |
Guarantor Subsidiaries | | | | |
| (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 | | | — | | | | | |
| | | |
Proceeds from sales of assets and FCC licenses | — | | | 10 | | | — | | | 10 | | | | | |
| | | |
Other, net | — | | | (7 | ) | | — | | | (7 | ) | | | | |
| | | |
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, 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 | | | | |
| Three Months Ended March 31, 2013 (Unaudited) | | | | |
| Subsidiary Guarantor | | Non- | | Eliminations | | Consolidated | | | | |
Guarantor Subsidiaries | | | | |
| (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 | | | — | | | | | |
| | | |
Proceeds from sales of assets and FCC licenses | — | | | 6 | | | — | | | 6 | | | | | |
| | | |
Other, net | — | | | (3 | ) | | — | | | (3 | ) | | | | |
| | | |
Net cash provided by (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, 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 (decrease) increase 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 | | | | |
| Year Ended December 31, 2012 | | | | |
| Subsidiary Guarantor | | Non- | | Eliminations | | Consolidated | | | | |
Guarantor Subsidiaries | | | | |
| (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 | | | — | | | | | |
| | | |
Proceeds from sales of assets and FCC licenses | — | | | 19 | | | — | | | 19 | | | | | |
| | | |
Other, net | — | | | (8 | ) | | — | | | (8 | ) | | | | |
| | | |
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, 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 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 | | | | | |
| | | |
| | | | | | | | | | | | | | | | | | | | |