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 (Subsidiary Guarantor), which is a 100% owned subsidiary of Sprint Corporation (Parent/Issuer). In connection with the foregoing, in November 2014, the Company and Sprint Communications completed an offer to exchange the notes for a new issue of substantially identical exchange notes registered under the Securities Act of 1933. 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, and on February 20, 2018, Sprint Corporation issued $1.5 billion aggregate principal amount of 7.625% senior notes due 2026, which are fully and unconditionally guaranteed by Sprint Communications. During the three-month periods ended June 30, 2018 and 2017 , there were non-cash equity distributions from the non-guarantor subsidiaries to Subsidiary Guarantor of approximately $1.5 billion and non-cash equity contributions from Subsidiary Guarantor to the non-guarantor subsidiaries of $42 million , respectively, as a result of organizational restructuring for tax purposes. As of June 30, 2018 , there were $24.0 billion of intercompany notes issued by the Subsidiary Guarantor to the non-guarantor subsidiaries. The notes are subordinated to all unaffiliated third-party obligations of Sprint Corporation and its subsidiaries. Under the Subsidiary Guarantor's secured revolving bank credit facility, 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 . Sprint has a Receivables Facility providing for the sale of eligible wireless service, installment and certain future lease receivables. In April 2016, Sprint entered into the Tranche 2 transaction to sell and leaseback certain leased devices and a separate network equipment sale-leaseback transaction to sell and leaseback certain network equipment. In October 2016, Sprint transferred certain directly held and third-party leased spectrum licenses to wholly-owned bankruptcy-remote special purpose entities as part of the spectrum financing transaction. In connection with each of the Receivables Facility, Tranche 2, and the spectrum financing transaction, Sprint formed certain wholly-owned bankruptcy-remote subsidiaries that are included in the non-guarantor subsidiaries' condensed consolidated financial information. In addition, the bankruptcy-remote special purpose entities formed in connection with the network equipment sale-leaseback transaction, but which are not Sprint subsidiaries, are included in the non-guarantor subsidiaries' condensed consolidated financial information. Each of these is a separate legal entity with its own separate creditors who will be entitled, prior to and upon its liquidation, to be satisfied out of its assets prior to any assets becoming available to Sprint (see Note 7. Long-Term Debt, Financing and Capital Lease Obligations). We have accounted for investments in subsidiaries using the equity method. Presented below is the condensed consolidating financial information. CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2018 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ — $ 3,962 $ 416 $ — $ 4,378 Short-term investments — 4,008 — — 4,008 Accounts and notes receivable, net 236 481 3,492 (717 ) 3,492 Current portion of notes receivable from consolidated affiliates — 424 — (424 ) — Device and accessory inventory — — 622 — 622 Prepaid expenses and other current assets 3 12 880 — 895 Total current assets 239 8,887 5,410 (1,141 ) 13,395 Investments in subsidiaries 27,885 18,777 — (46,662 ) — Property, plant and equipment, net — — 20,538 — 20,538 Costs to acquire a customer contract — — 1,294 — 1,294 Due from consolidated affiliates 6 1,711 — (1,717 ) — Notes receivable from consolidated affiliates 11,864 23,567 — (35,431 ) — Intangible assets Goodwill — — 6,586 — 6,586 FCC licenses and other — — 41,368 — 41,368 Definite-lived intangible assets, net — — 2,245 — 2,245 Other assets — 198 825 — 1,023 Total assets $ 39,994 $ 53,140 $ 78,266 $ (84,951 ) $ 86,449 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ — $ 3,143 $ — $ 3,143 Accrued expenses and other current liabilities 237 414 3,724 (717 ) 3,658 Current portion of long-term debt, financing and capital lease obligations — 1,817 3,029 — 4,846 Current portion of notes payable to consolidated affiliates — — 424 (424 ) — Total current liabilities 237 2,231 10,320 (1,141 ) 11,647 Long-term debt, financing and capital lease obligations 11,864 10,348 13,559 — 35,771 Notes payable to consolidated affiliates — 11,864 23,567 (35,431 ) — Deferred tax liabilities — — 7,704 — 7,704 Other liabilities — 812 2,570 — 3,382 Due to consolidated affiliates — — 1,717 (1,717 ) — Total liabilities 12,101 25,255 59,437 (38,289 ) 58,504 Commitments and contingencies Total stockholders' equity 27,893 27,885 18,777 (46,662 ) 27,893 Noncontrolling interests — — 52 — 52 Total equity 27,893 27,885 18,829 (46,662 ) 27,945 Total liabilities and equity $ 39,994 $ 53,140 $ 78,266 $ (84,951 ) $ 86,449 CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2018 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ — $ 6,222 $ 388 $ — $ 6,610 Short-term investments — 2,354 — — 2,354 Accounts and notes receivable, net 99 248 3,711 (347 ) 3,711 Current portion of notes receivable from consolidated affiliates — 424 — (424 ) — Device and accessory inventory — — 1,003 — 1,003 Prepaid expenses and other current assets 5 9 561 — 575 Total current assets 104 9,257 5,663 (771 ) 14,253 Investments in subsidiaries 26,351 18,785 — (45,136 ) — Property, plant and equipment, net — — 19,925 — 19,925 Due from consolidated affiliates 1 — 594 (595 ) — Notes receivable from consolidated affiliates 11,887 23,991 — (35,878 ) — Intangible assets Goodwill — — 6,586 — 6,586 FCC licenses and other — — 41,309 — 41,309 Definite-lived intangible assets, net — — 2,465 — 2,465 Other assets — 185 736 — 921 Total assets $ 38,343 $ 52,218 $ 77,278 $ (82,380 ) $ 85,459 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ — $ 3,409 $ — $ 3,409 Accrued expenses and other current liabilities 100 341 3,868 (347 ) 3,962 Current portion of long-term debt, financing and capital lease obligations — 1,832 1,597 — 3,429 Current portion of notes payable to consolidated affiliates — — 424 (424 ) — Total current liabilities 100 2,173 9,298 (771 ) 10,800 Long-term debt, financing and capital lease obligations 11,887 10,381 15,195 — 37,463 Notes payable to consolidated affiliates — 11,887 23,991 (35,878 ) — Deferred tax liabilities — — 7,294 — 7,294 Other liabilities — 831 2,652 — 3,483 Due to consolidated affiliates — 595 — (595 ) — Total liabilities 11,987 25,867 58,430 (37,244 ) 59,040 Commitments and contingencies Total stockholders' equity 26,356 26,351 18,785 (45,136 ) 26,356 Noncontrolling interests — — 63 — 63 Total equity 26,356 26,351 18,848 (45,136 ) 26,419 Total liabilities and equity $ 38,343 $ 52,218 $ 77,278 $ (82,380 ) $ 85,459 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2018 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service revenue $ — $ — $ 5,740 $ — $ 5,740 Equipment sales — — 1,173 — 1,173 Equipment rentals — — 1,212 — 1,212 — — 8,125 — 8,125 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 1,677 — 1,677 Cost of equipment sales — — 1,270 — 1,270 Cost of equipment rentals (exclusive of depreciation below) — — 124 — 124 Selling, general and administrative — — 1,867 — 1,867 Depreciation - network and other — — 1,023 — 1,023 Depreciation - equipment rentals — — 1,136 — 1,136 Amortization — — 171 — 171 Other, net — — 42 — 42 — — 7,310 — 7,310 Operating income — — 815 — 815 Other income (expense): Interest income 226 547 2 (733 ) 42 Interest expense (226 ) (571 ) (573 ) 733 (637 ) Earnings (losses) of subsidiaries 176 202 — (378 ) — Other (expense) income, net — (2 ) 2 — — 176 176 (569 ) (378 ) (595 ) Income (loss) before income taxes 176 176 246 (378 ) 220 Income tax expense — — (47 ) — (47 ) Net income (loss) 176 176 199 (378 ) 173 Less: Net loss attributable to noncontrolling interests — — 3 — 3 Net income (loss) attributable to Sprint Corporation 176 176 202 (378 ) 176 Other comprehensive (loss) income (4 ) (4 ) (13 ) 17 (4 ) Comprehensive income (loss) $ 172 $ 172 $ 186 $ (361 ) $ 169 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2017 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service revenue $ — $ — $ 6,071 $ — $ 6,071 Equipment sales — — 1,187 — 1,187 Equipment rentals — — 899 — 899 — — 8,157 — 8,157 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 1,709 — 1,709 Cost of equipment sales — — 1,545 — 1,545 Cost of equipment rentals (exclusive of depreciation below) — — 112 — 112 Selling, general and administrative — — 1,938 — 1,938 Depreciation - network and other — — 977 — 977 Depreciation - equipment rentals — — 854 — 854 Amortization — — 223 — 223 Other, net — (55 ) (309 ) — (364 ) — (55 ) 7,049 — 6,994 Operating income — 55 1,108 — 1,163 Other income (expense): Interest income 198 45 4 (228 ) 19 Interest expense (198 ) (351 ) (292 ) 228 (613 ) Earnings (losses) of subsidiaries 206 524 — (730 ) — Other expense, net — (67 ) (4 ) — (71 ) 206 151 (292 ) (730 ) (665 ) Income (loss) before income taxes 206 206 816 (730 ) 498 Income tax expense — — (292 ) — (292 ) Net income (loss) 206 206 524 (730 ) 206 Other comprehensive (loss) income (4 ) (4 ) 5 (1 ) (4 ) Comprehensive income (loss) $ 202 $ 202 $ 529 $ (731 ) $ 202 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended June 30, 2018 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Cash flows from operating activities: Net cash (used in) provided by operating activities $ — $ (231 ) $ 2,661 $ — $ 2,430 Cash flows from investing activities: Capital expenditures - network and other — — (1,132 ) — (1,132 ) Capital expenditures - leased devices — — (1,817 ) — (1,817 ) Expenditures relating to FCC licenses — — (59 ) — (59 ) Proceeds from sales and maturities of short-term investments — 810 — — 810 Purchases of short-term investments — (2,464 ) — — (2,464 ) Change in amounts due from/due to consolidated affiliates 28 (778 ) — 750 — Proceeds from sales of assets and FCC licenses — — 133 — 133 Proceeds from deferred purchase price from sale of receivables — — 170 — 170 Proceeds from intercompany note advance to consolidated affiliate — 424 — (424 ) — Other, net — — (10 ) — (10 ) Net cash provided by (used in) investing activities 28 (2,008 ) (2,715 ) 326 (4,369 ) Cash flows from financing activities: Proceeds from debt and financings — — 1,370 — 1,370 Repayments of debt, financing and capital lease obligations — (10 ) (1,405 ) — (1,415 ) Debt financing costs (28 ) (9 ) (211 ) — (248 ) Change in amounts due from/due to consolidated affiliates — — 750 (750 ) — Repayments of intercompany note advance from parent — — (424 ) 424 — Other, net — (2 ) — — (2 ) Net cash (used in) provided by financing activities (28 ) (21 ) 80 (326 ) (295 ) Net (decrease) increase in cash, cash equivalents and restricted cash — (2,260 ) 26 — (2,234 ) Cash, cash equivalents and restricted cash, beginning of period — 6,222 437 — 6,659 Cash, cash equivalents and restricted cash, end of period $ — $ 3,962 $ 463 $ — $ 4,425 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended June 30, 2017 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Cash flows from operating activities: Net cash (used in) provided by operating activities $ — $ (394 ) $ 2,318 $ — $ 1,924 Cash flows from investing activities: Capital expenditures - network and other — — (1,151 ) — (1,151 ) Capital expenditures - leased devices — — (1,359 ) — (1,359 ) Expenditures relating to FCC licenses — — (13 ) — (13 ) Proceeds from sales and maturities of short-term investments — 2,594 — — 2,594 Purchases of short-term investments — (1,499 ) — — (1,499 ) Change in amounts due from/due to consolidated affiliates — 588 — (588 ) — Proceeds from sales of assets and FCC licenses — — 101 — 101 Proceeds from deferred purchase price from sale of receivables — — 375 — 375 Other, net — 2 (3 ) — (1 ) Net cash provided by (used in) investing activities — 1,685 (2,050 ) (588 ) (953 ) Cash flows from financing activities: Proceeds from debt and financings — — 902 — 902 Repayments of debt, financing and capital lease obligations — (1,598 ) (523 ) — (2,121 ) Call premiums paid on debt redemptions — (129 ) — — (129 ) Change in amounts due from/due to consolidated affiliates — — (588 ) 588 — Other, net — 9 (24 ) — (15 ) Net cash (used in) provided by financing activities — (1,718 ) (233 ) 588 (1,363 ) Net (decrease) increase in cash, cash equivalents and restricted cash — (427 ) 35 — (392 ) Cash, cash equivalents and restricted cash, beginning of period — 2,461 481 — 2,942 Cash, cash equivalents and restricted cash, end of period $ — $ 2,034 $ 516 $ — $ 2,550 |