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 years ended March 31, 2019 and 2018 there were non-cash equity distributions from the non-guarantor subsidiaries to Subsidiary Guarantor of approximately $874 million and $12.8 billion , respectively, as a result of organizational restructuring for tax purposes. As of March 31, 2019 , 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 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 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. 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 for additional information . We have accounted for investments in subsidiaries using the equity method. Presented below is the condensed consolidating financial information. CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2019 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ — $ 6,605 $ 377 $ — $ 6,982 Short-term investments — 67 — — 67 Accounts and notes receivable, net 96 233 3,554 (329 ) 3,554 Current portion of notes receivable from consolidated affiliates — 424 — (424 ) — Device and accessory inventory — — 999 — 999 Prepaid expenses and other current assets — 9 1,280 — 1,289 Total current assets 96 7,338 6,210 (753 ) 12,891 Investments in subsidiaries 25,785 17,363 — (43,148 ) — Property, plant and equipment, net — — 21,201 — 21,201 Costs to acquire a customer contract — — 1,559 — 1,559 Due from consolidated affiliates 288 2,418 — (2,706 ) — Notes receivable from consolidated affiliates 11,883 23,567 — (35,450 ) — Intangible assets Goodwill — — 4,598 — 4,598 FCC licenses and other — — 41,465 — 41,465 Definite-lived intangible assets, net — — 1,769 — 1,769 Other assets — 52 1,066 — 1,118 Total assets $ 38,052 $ 50,738 $ 77,868 $ (82,057 ) $ 84,601 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ — $ 3,961 $ — $ 3,961 Accrued expenses and other current liabilities 97 230 3,599 (329 ) 3,597 Current portion of long-term debt, financing and capital lease obligations — 1,373 3,184 — 4,557 Current portion of notes payable to consolidated affiliates — — 424 (424 ) — Total current liabilities 97 1,603 11,168 (753 ) 12,115 Long-term debt, financing and capital lease obligations 11,883 10,660 12,823 — 35,366 Notes payable to consolidated affiliates — 11,883 23,567 (35,450 ) — Deferred tax liabilities — — 7,556 — 7,556 Other liabilities — 807 2,630 — 3,437 Due to consolidated affiliates — — 2,706 (2,706 ) — Total liabilities 11,980 24,953 60,450 (38,909 ) 58,474 Commitments and contingencies Total stockholders' equity 26,072 25,785 17,363 (43,148 ) 26,072 Noncontrolling interests — — 55 — 55 Total equity 26,072 25,785 17,418 (43,148 ) 26,127 Total liabilities and equity $ 38,052 $ 50,738 $ 77,868 $ (82,057 ) $ 84,601 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 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 (LOSS) INCOME Year Ended March 31, 2019 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service $ — $ — $ 22,857 $ — $ 22,857 Equipment sales — — 5,606 — 5,606 Equipment rentals — — 5,137 — 5,137 — — 33,600 — 33,600 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 6,664 — 6,664 Cost of equipment sales — — 6,082 — 6,082 Cost of equipment rentals (exclusive of depreciation below) — — 643 — 643 Selling, general and administrative — — 7,774 — 7,774 Depreciation - network and other — — 4,245 — 4,245 Depreciation - equipment rentals — — 4,538 — 4,538 Amortization — — 608 — 608 Goodwill impairment — — 2,000 — 2,000 Other, net — — 648 — 648 — — 33,202 — 33,202 Operating income — — 398 — 398 Other income (expense): Interest income 905 2,166 682 (3,584 ) 169 Interest expense (905 ) (2,315 ) (2,927 ) 3,584 (2,563 ) (Losses) earnings of subsidiaries (1,943 ) (1,811 ) — 3,754 — Other income, net — 17 1 — 18 (1,943 ) (1,943 ) (2,244 ) 3,754 (2,376 ) (Loss) income before income taxes (1,943 ) (1,943 ) (1,846 ) 3,754 (1,978 ) Income tax benefit — — 35 — 35 Net (loss) income (1,943 ) (1,943 ) (1,811 ) 3,754 (1,943 ) Less: Net income attributable to noncontrolling interests — — — — — Net (loss) income attributable to Sprint Corporation (1,943 ) (1,943 ) (1,811 ) 3,754 (1,943 ) Other comprehensive (loss) income (71 ) (71 ) (49 ) 120 (71 ) Comprehensive (loss) income $ (2,014 ) $ (2,014 ) $ (1,860 ) $ 3,874 $ (2,014 ) CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended March 31, 2018 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service $ — $ — $ 23,834 $ — $ 23,834 Equipment sales — — 4,524 — 4,524 Equipment rentals — — 4,048 — 4,048 — — 32,406 — 32,406 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 6,801 — 6,801 Cost of equipment sales — — 6,109 — 6,109 Cost of equipment rentals (exclusive of depreciation below) — — 493 — 493 Selling, general and administrative — — 8,087 — 8,087 Depreciation - network and other — — 3,976 — 3,976 Depreciation - equipment rentals — — 3,792 — 3,792 Amortization — — 812 — 812 Other, net — (55 ) (336 ) — (391 ) — (55 ) 29,734 — 29,679 Operating income — 55 2,672 — 2,727 Other income (expense): Interest income 802 1,289 11 (2,017 ) 85 Interest expense (802 ) (1,643 ) (1,937 ) 2,017 (2,365 ) Earnings (losses) of subsidiaries 7,389 7,784 — (15,173 ) — Other expense, net — (96 ) (48 ) — (144 ) 7,389 7,334 (1,974 ) (15,173 ) (2,424 ) Income (loss) before income taxes 7,389 7,389 698 (15,173 ) 303 Income tax benefit — — 7,074 — 7,074 Net income (loss) 7,389 7,389 7,772 (15,173 ) 7,377 Less: Net loss attributable to noncontrolling interests — — 12 — 12 Net income (loss) attributable to Sprint Corporation 7,389 7,389 7,784 (15,173 ) 7,389 Other comprehensive income (loss) 31 31 48 (79 ) 31 Comprehensive income (loss) $ 7,420 $ 7,420 $ 7,820 $ (15,252 ) $ 7,408 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME Year Ended March 31, 2017 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service $ — $ — $ 25,368 $ — $ 25,368 Equipment sales — — 4,684 — 4,684 Equipment rentals — — 3,295 — 3,295 — — 33,347 — 33,347 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 7,861 — 7,861 Cost of equipment sales — — 6,583 — 6,583 Cost of equipment rentals (exclusive of depreciation below) — — 975 — 975 Selling, general and administrative — — 7,994 — 7,994 Depreciation - network and other — — 3,982 — 3,982 Depreciation - equipment rentals — — 3,116 — 3,116 Amortization — — 1,052 — 1,052 Other, net — — 20 — 20 — — 31,583 — 31,583 Operating income — — 1,764 — 1,764 Other (expense) income: Interest income 790 145 21 (896 ) 60 Interest expense (790 ) (1,675 ) (926 ) 896 (2,495 ) (Losses) earnings of subsidiaries (1,206 ) 402 — 804 — Other expense, net — (78 ) (22 ) — (100 ) (1,206 ) (1,206 ) (927 ) 804 (2,535 ) (Loss) income before income taxes (1,206 ) (1,206 ) 837 804 (771 ) Income tax expense — — (435 ) — (435 ) Net (loss) income (1,206 ) (1,206 ) 402 804 (1,206 ) Other comprehensive income (loss) 35 35 42 (77 ) 35 Comprehensive (loss) income $ (1,171 ) $ (1,171 ) $ 444 $ 727 $ (1,171 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended March 31, 2019 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Cash flows from operating activities: Net cash (used in) provided by operating activities $ — $ (243 ) $ 10,672 $ — $ 10,429 Cash flows from investing activities: Capital expenditures - network and other — — (4,963 ) — (4,963 ) Capital expenditures - leased devices — — (7,441 ) — (7,441 ) Expenditures relating to FCC licenses — — (163 ) — (163 ) Proceeds from sales and maturities of short-term investments — 7,197 — — 7,197 Purchases of short-term investments — (5,165 ) — — (5,165 ) Change in amounts due from/due to consolidated affiliates (267 ) (2,060 ) — 2,327 — Proceeds from sales of assets and FCC licenses — — 591 — 591 Proceeds from deferred purchase price from sale of receivables — — 223 — 223 Proceeds from corporate owned life insurance policies — 110 — — 110 Proceeds from intercompany note advance to consolidated affiliate — 424 — (424 ) — Other, net — — 69 — 69 Net cash (used in) provided by investing activities (267 ) 506 (11,684 ) 1,903 (9,542 ) Cash flows from financing activities: Proceeds from debt and financings — 2,000 7,307 — 9,307 Repayments of debt, financing and capital lease obligations — (1,798 ) (7,966 ) — (9,764 ) Debt financing costs (28 ) (81 ) (212 ) — (321 ) Proceeds from issuance of common stock, net 291 — — — 291 Change in amounts due from/due to consolidated affiliates — — 2,327 (2,327 ) — Repayments of intercompany note advance from parent — — (424 ) 424 — Other, net 4 — — — 4 Net cash provided by (used in) financing activities 267 121 1,032 (1,903 ) (483 ) Net increase in cash, cash equivalents and restricted cash — 384 20 — 404 Cash, cash equivalents and restricted cash, beginning of period — 6,222 437 — 6,659 Cash, cash equivalents and restricted cash, end of period $ — $ 6,606 $ 457 $ — $ 7,063 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended March 31, 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 $ — $ (828 ) $ 10,890 $ — $ 10,062 Cash flows from investing activities: Capital expenditures - network and other — — (3,319 ) — (3,319 ) Capital expenditures - leased devices — — (7,461 ) — (7,461 ) Expenditures relating to FCC licenses — — (115 ) — (115 ) Proceeds from sales and maturities of short-term investments — 7,202 — — 7,202 Purchases of short-term investments — (4,112 ) — — (4,112 ) Change in amounts due from/due to consolidated affiliates — — (2,730 ) 2,730 — Proceeds from sales of assets and FCC licenses — — 527 — 527 Proceeds from deferred purchase price from sale of receivables — — 1,140 — 1,140 Proceeds from corporate owned life insurance policies — 2 — — 2 Intercompany note advance to consolidated affiliate (1,476 ) — — 1,476 — Other, net — — 1 — 1 Net cash (used in) provided by investing activities (1,476 ) 3,092 (11,957 ) 4,206 (6,135 ) Cash flows from financing activities: Proceeds from debt and financings 1,500 — 7,029 — 8,529 Repayments of debt, financing and capital lease obligations — (2,587 ) (5,931 ) — (8,518 ) Debt financing costs (24 ) (12 ) (57 ) — (93 ) Call premiums paid on debt redemptions — (131 ) — — (131 ) Proceeds from issuance of common stock, net — 21 — — 21 Change in amounts due from/due to consolidated affiliates — 2,730 — (2,730 ) — Intercompany note advance from parent — 1,476 — (1,476 ) — Other, net — — (18 ) — (18 ) Net cash provided by (used in) financing activities 1,476 1,497 1,023 (4,206 ) (210 ) Net increase (decrease) in cash, cash equivalents and restricted cash — 3,761 (44 ) — 3,717 Cash, cash equivalents and restricted cash, beginning of period — 2,461 481 — 2,942 Cash, cash equivalents and restricted cash, end of period $ — $ 6,222 $ 437 $ — $ 6,659 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended March 31, 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 $ — $ (1,640 ) $ (1,451 ) $ (199 ) $ (3,290 ) Cash flows from investing activities: Capital expenditures - network and other — — (1,950 ) — (1,950 ) Capital expenditures - leased devices — — (4,976 ) — (4,976 ) Expenditures relating to FCC licenses — — (83 ) — (83 ) Proceeds from sales and maturities of short-term investments — 4,566 55 — 4,621 Purchases of short-term investments — (10,010 ) (55 ) — (10,065 ) Change in amounts due from/due to consolidated affiliates — 7,097 — (7,097 ) — Proceeds from sales of assets and FCC licenses — — 219 — 219 Proceeds from deferred purchase price from sale of receivables — — 10,498 — 10,498 Proceeds from corporate owned life insurance policies — 11 — — 11 Intercompany note advance to consolidated affiliate — (414 ) — 414 — Proceeds from intercompany note advance to consolidated affiliate — 84 — (84 ) — Other, net — — 30 — 30 Net cash provided by (used in) investing activities — 1,334 3,738 (6,767 ) (1,695 ) Cash flows from financing activities: Proceeds from debt and financings — 4,000 6,966 — 10,966 Repayments of debt and capital lease obligations — (3,250 ) (2,167 ) — (5,417 ) Debt financing costs — (187 ) (171 ) — (358 ) Proceeds from issuance of common stock, net — 50 — — 50 Intercompany dividends paid to consolidated affiliate — — (199 ) 199 — Change in amounts due from/due to consolidated affiliates — — (7,097 ) 7,097 — Intercompany note advance from parent — — 414 (414 ) — Repayments of intercompany note advance from parent — — (84 ) 84 — Other, net — — 45 — 45 Net cash provided by (used in) financing activities — 613 (2,293 ) 6,966 5,286 Net increase (decrease) in cash, cash equivalents and restricted cash — 307 (6 ) — 301 Cash, cash equivalents and restricted cash, beginning of period — 2,154 487 — 2,641 Cash, cash equivalents and restricted cash, end of period $ — $ 2,461 $ 481 $ — $ 2,942 |