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 six-month periods ended September 30, 2019 and 2018 , there were non-cash equity distributions from the non-guarantor subsidiaries to Subsidiary Guarantor of approximately $31 million and $1.3 billion , respectively, as a result of organizational restructuring for tax purposes. As of September 30, 2019 , there were $23.6 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 both the Receivables Facility and the spectrum financing transactions, 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 8. Long-Term Debt, Financing and Finance 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 September 30, 2019 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) ASSETS Current assets: Cash and cash equivalents $ — $ 3,876 $ 386 $ — $ 4,262 Short-term investments — 61 — — 61 Accounts and notes receivable, net 96 220 3,723 (316 ) 3,723 Current portion of notes receivable from consolidated affiliates — 424 — (424 ) — Device and accessory inventory — — 963 — 963 Prepaid expenses and other current assets — 9 1,188 — 1,197 Total current assets 96 4,590 6,260 (740 ) 10,206 Investments in subsidiaries 25,567 17,144 — (42,711 ) — Property, plant and equipment, net — — 20,562 — 20,562 Costs to acquire a customer contract — — 1,712 — 1,712 Operating lease right-of-use assets — — 6,885 — 6,885 Due from consolidated affiliates 290 5,215 — (5,505 ) — Notes receivable from consolidated affiliates 11,895 23,143 — (35,038 ) — Intangible assets Goodwill — — 4,598 — 4,598 FCC licenses and other — — 41,481 — 41,481 Definite-lived intangible assets, net — — 1,413 — 1,413 Other assets — 40 1,031 — 1,071 Total assets $ 37,848 $ 50,132 $ 83,942 $ (83,994 ) $ 87,928 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ — $ 3,918 $ — $ 3,918 Accrued expenses and other current liabilities 103 228 3,183 (316 ) 3,198 Current operating lease liabilities — — 1,835 — 1,835 Current portion of long-term debt, financing and finance lease obligations — 2,574 1,527 — 4,101 Current portion of notes payable to consolidated affiliates — — 424 (424 ) — Total current liabilities 103 2,802 10,887 (740 ) 13,052 Long-term debt, financing and finance lease obligations 11,895 9,105 12,268 — 33,268 Long-term operating lease liabilities — — 5,667 — 5,667 Notes payable to consolidated affiliates — 11,895 23,143 (35,038 ) — Deferred tax liabilities — — 7,489 — 7,489 Other liabilities — 763 1,792 — 2,555 Due to consolidated affiliates — — 5,505 (5,505 ) — Total liabilities 11,998 24,565 66,751 (41,283 ) 62,031 Commitments and contingencies Total stockholders' equity 25,850 25,567 17,144 (42,711 ) 25,850 Noncontrolling interests — — 47 — 47 Total equity 25,850 25,567 17,191 (42,711 ) 25,897 Total liabilities and equity $ 37,848 $ 50,132 $ 83,942 $ (83,994 ) $ 87,928 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 finance 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 finance 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 STATEMENT OF COMPREHENSIVE (LOSS) INCOME Three Months Ended September 30, 2019 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service $ — $ — $ 5,273 $ — $ 5,273 Equipment sales — — 1,192 — 1,192 Equipment rentals — — 1,330 — 1,330 — — 7,795 — 7,795 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 1,775 — 1,775 Cost of equipment sales — — 1,359 — 1,359 Cost of equipment rentals (exclusive of depreciation below) — — 240 — 240 Selling, general and administrative — — 1,936 — 1,936 Depreciation - network and other — — 1,065 — 1,065 Depreciation - equipment rentals — — 1,056 — 1,056 Amortization — — 106 — 106 Other, net — — 21 — 21 — — 7,558 — 7,558 Operating income — — 237 — 237 Other income (expense): Interest income 226 509 118 (837 ) 16 Interest expense (226 ) (522 ) (683 ) 837 (594 ) (Losses) earnings of subsidiaries (274 ) (260 ) — 534 — Other expense, net — (1 ) (1 ) — (2 ) (274 ) (274 ) (566 ) 534 (580 ) (Loss) income before income taxes (274 ) (274 ) (329 ) 534 (343 ) Income tax benefit — — 64 — 64 Net (loss) income (274 ) (274 ) (265 ) 534 (279 ) Less: Net loss attributable to noncontrolling interests — — 5 — 5 Net (loss) income attributable to Sprint Corporation (274 ) (274 ) (260 ) 534 (274 ) Other comprehensive (loss) income (4 ) (4 ) 1 3 (4 ) Comprehensive (loss) income $ (278 ) $ (278 ) $ (264 ) $ 537 $ (283 ) CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2018 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service $ — $ — $ 5,762 $ — $ 5,762 Equipment sales — — 1,418 — 1,418 Equipment rentals — — 1,253 — 1,253 — — 8,433 — 8,433 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 1,694 — 1,694 Cost of equipment sales — — 1,517 — 1,517 Cost of equipment rentals (exclusive of depreciation below) — — 151 — 151 Selling, general and administrative — — 1,861 — 1,861 Depreciation - network and other — — 1,021 — 1,021 Depreciation - equipment rentals — — 1,181 — 1,181 Amortization — — 159 — 159 Other, net — — 71 — 71 — — 7,655 — 7,655 Operating income — — 778 — 778 Other income (expense): Interest income 226 545 340 (1,062 ) 49 Interest expense (226 ) (638 ) (831 ) 1,062 (633 ) Earnings (losses) of subsidiaries 196 267 — (463 ) — Other income, net — 22 8 — 30 196 196 (483 ) (463 ) (554 ) Income (loss) before income taxes 196 196 295 (463 ) 224 Income tax expense — — (17 ) — (17 ) Net income (loss) 196 196 278 (463 ) 207 Less: Net income attributable to noncontrolling interests — — (11 ) — (11 ) Net income (loss) attributable to Sprint Corporation 196 196 267 (463 ) 196 Other comprehensive income (loss) 9 9 3 (12 ) 9 Comprehensive income (loss) $ 205 $ 205 $ 281 $ (475 ) $ 216 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME Six Months Ended September 30, 2019 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service $ — $ — $ 10,836 $ — $ 10,836 Equipment sales — — 2,412 — 2,412 Equipment rentals — — 2,689 — 2,689 — — 15,937 — 15,937 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 3,485 — 3,485 Cost of equipment sales — — 2,700 — 2,700 Cost of equipment rentals (exclusive of depreciation below) — — 465 — 465 Selling, general and administrative — — 3,843 — 3,843 Depreciation - network and other — — 2,185 — 2,185 Depreciation - equipment rentals — — 2,085 — 2,085 Amortization — — 224 — 224 Other, net — — 258 — 258 — — 15,245 — 15,245 Operating income — — 692 — 692 Other income (expense): Interest income 452 1,035 259 (1,700 ) 46 Interest expense (452 ) (1,072 ) (1,389 ) 1,700 (1,213 ) (Losses) earnings of subsidiaries (385 ) (346 ) — 731 — Other expense, net — (2 ) (2 ) — (4 ) (385 ) (385 ) (1,132 ) 731 (1,171 ) (Loss) income before income taxes (385 ) (385 ) (440 ) 731 (479 ) Income tax benefit — — 86 — 86 Net (loss) income (385 ) (385 ) (354 ) 731 (393 ) Less: Net loss attributable to noncontrolling interests — — 8 — 8 Net (loss) income attributable to Sprint Corporation (385 ) (385 ) (346 ) 731 (385 ) Other comprehensive (loss) income (26 ) (26 ) 1 25 (26 ) Comprehensive (loss) income $ (411 ) $ (411 ) $ (353 ) $ 756 $ (419 ) CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Six Months Ended September 30, 2018 Parent/Issuer Subsidiary Guarantor Non-Guarantor Subsidiaries Eliminations Consolidated (in millions) Net operating revenues: Service $ — $ — $ 11,502 $ — $ 11,502 Equipment sales — — 2,591 — 2,591 Equipment rentals — — 2,465 — 2,465 — — 16,558 — 16,558 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) — — 3,371 — 3,371 Cost of equipment sales — — 2,787 — 2,787 Cost of equipment rentals (exclusive of depreciation below) — — 275 — 275 Selling, general and administrative — — 3,728 — 3,728 Depreciation - network and other — — 2,044 — 2,044 Depreciation - equipment rentals — — 2,317 — 2,317 Amortization — — 330 — 330 Other, net — — 113 — 113 — — 14,965 — 14,965 Operating income — — 1,593 — 1,593 Other income (expense): Interest income 452 1,092 342 (1,795 ) 91 Interest expense (452 ) (1,209 ) (1,404 ) 1,795 (1,270 ) Earnings (losses) of subsidiaries 372 469 — (841 ) — Other income, net — 20 10 — 30 372 372 (1,052 ) (841 ) (1,149 ) Income (loss) before income taxes 372 372 541 (841 ) 444 Income tax expense — — (64 ) — (64 ) Net income (loss) 372 372 477 (841 ) 380 Less: Net income attributable to noncontrolling interests — — (8 ) — (8 ) Net income (loss) attributable to Sprint Corporation $ 372 $ 372 $ 469 $ (841 ) $ 372 Other comprehensive income (loss) 5 5 (10 ) 5 5 Comprehensive income (loss) $ 377 $ 377 $ 467 $ (836 ) $ 385 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended September 30, 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 $ — $ (88 ) $ 4,898 $ — $ 4,810 Cash flows from investing activities: Capital expenditures - network and other — — (2,298 ) — (2,298 ) Capital expenditures - leased devices — — (3,302 ) — (3,302 ) Expenditures relating to FCC licenses — — (16 ) — (16 ) Proceeds from sales and maturities of short-term investments — 67 — — 67 Purchases of short-term investments — (61 ) — — (61 ) Change in amounts due from/due to consolidated affiliates 33 (2,743 ) — 2,710 — Proceeds from sales of assets and FCC licenses — — 599 — 599 Proceeds from intercompany note advance to consolidated affiliate — 424 — (424 ) — Other, net — 3 (12 ) — (9 ) Net cash provided by (used in) investing activities 33 (2,310 ) (5,029 ) 2,286 (5,020 ) Cash flows from financing activities: Proceeds from debt and financings — — 3,364 — 3,364 Repayments of debt, financing and finance lease obligations — (330 ) (5,496 ) — (5,826 ) Debt financing costs — (2 ) (10 ) — (12 ) Proceeds from issuance of common stock, net (33 ) — — — (33 ) Change in amounts due from/due to consolidated affiliates — — 2,710 (2,710 ) — Repayments of intercompany note advance from parent — — (424 ) 424 — Net cash (used in) provided by financing activities (33 ) (332 ) 144 (2,286 ) (2,507 ) Net (decrease) increase in cash, cash equivalents and restricted cash — (2,730 ) 13 — (2,717 ) Cash, cash equivalents and restricted cash, beginning of period — 6,606 457 — 7,063 Cash, cash equivalents and restricted cash, end of period $ — $ 3,876 $ 470 $ — $ 4,346 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended September 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 $ — $ (209 ) $ 5,566 $ — $ 5,357 Cash flows from investing activities: Capital expenditures - network and other — — (2,398 ) — (2,398 ) Capital expenditures - leased devices — — (3,524 ) — (3,524 ) Expenditures relating to FCC licenses — — (70 ) — (70 ) Proceeds from sales and maturities of short-term investments — 4,002 — — 4,002 Purchases of short-term investments — (4,834 ) — — (4,834 ) Change in amounts due from/due to consolidated affiliates (248 ) (320 ) — 568 — Proceeds from sales of assets and FCC licenses — — 272 — 272 Proceeds from deferred purchase price from sale of receivables — — 223 — 223 Proceeds from intercompany note advance to consolidated affiliate — 424 — (424 ) — Other, net — — 42 — 42 Net cash (used in) provided by investing activities (248 ) (728 ) (5,455 ) 144 (6,287 ) Cash flows from financing activities: Proceeds from debt and financings — — 2,944 — 2,944 Repayments of debt, financing and finance lease obligations — (20 ) (2,908 ) — (2,928 ) Debt financing costs (28 ) (9 ) (211 ) — (248 ) Proceeds from issuance of common stock, net 276 — — — 276 Change in amounts due from/due to consolidated affiliates — — 568 (568 ) — Repayments of intercompany note advance from parent — — (424 ) 424 — Net cash provided by (used in) financing activities 248 (29 ) (31 ) (144 ) 44 Net (decrease) increase in cash, cash equivalents and restricted cash — (966 ) 80 — (886 ) Cash, cash equivalents and restricted cash, beginning of period — 6,222 437 — 6,659 Cash, cash equivalents and restricted cash, end of period $ — $ 5,256 $ 517 $ — $ 5,773 |