Document
Table of Contents    

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————————————————
FORM 10-Q
—————————————————————
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2018
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to  
   
Commission File number 1-04721
—————————————————————
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
—————————————————————
Delaware
46-1170005
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
6200 Sprint Parkway, Overland Park, Kansas
66251
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (913) 794-1091
—————————————————————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
o
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No   x
COMMON SHARES OUTSTANDING AT JANUARY 30, 2019:
Sprint Corporation Common Stock
4,079,316,764

 

Table of Contents

SPRINT CORPORATION
TABLE OF CONTENTS
 
 
 
Page
Reference  
Item
PART I — FINANCIAL INFORMATION
 
1.
 
 
 
 
 
2.
3.
4.
 
 
 
 
 
 
 
PART II — OTHER INFORMATION
 
1.
1A.
2.
3.
4.
5.
6.
 
 






Table of Contents

PART I — FINANCIAL INFORMATION

Item 1.
Financial Statements (Unaudited)

SPRINT CORPORATION
CONSOLIDATED BALANCE SHEETS  
 
December 31,
 
March 31,
 
2018
 
2018
 
(in millions, except share and
per share data)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
6,191

 
$
6,610

Short-term investments
632

 
2,354

Accounts and notes receivable, net of allowance for doubtful accounts and deferred interest of $334 and $409, respectively
3,455

 
3,711

Device and accessory inventory
919

 
1,003

Prepaid expenses and other current assets
1,199

 
575

Total current assets
12,396

 
14,253

Property, plant and equipment, net
21,422

 
19,925

Costs to acquire a customer contract
1,497

 
—

Intangible assets


 
 
Goodwill
6,598

 
6,586

FCC licenses and other
41,448

 
41,309

Definite-lived intangible assets, net
1,915

 
2,465

Other assets
1,128

 
921

Total assets
$
86,404

 
$
85,459

LIABILITIES AND EQUITY
Current liabilities:
 
 
 
Accounts payable
$
3,637

 
$
3,409

Accrued expenses and other current liabilities
3,467

 
3,962

Current portion of long-term debt, financing and capital lease obligations
3,596

 
3,429

Total current liabilities
10,700

 
10,800

Long-term debt, financing and capital lease obligations
36,288

 
37,463

Deferred tax liabilities
7,684

 
7,294

Other liabilities
3,403

 
3,483

Total liabilities
58,075

 
59,040

Commitments and contingencies

 

Stockholders' equity:
 
 
 
Common stock, voting, par value $0.01 per share, 9.0 billion authorized, 4.079 billion and 4.005 billion issued, respectively
41

 
40

Paid-in capital
28,278

 
27,884

Treasury shares, at cost
(7
)
 
—

Retained earnings (accumulated deficit)
291

 
(1,255
)
Accumulated other comprehensive loss
(333
)
 
(313
)
Total stockholders' equity
28,270

 
26,356

Noncontrolling interests
59

 
63

Total equity
28,329

 
26,419

Total liabilities and equity
$
86,404

 
$
85,459

See Notes to the Consolidated Financial Statements

1
Table of Contents



SPRINT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
 
Three Months Ended
 
Nine Months Ended
 
December 31,
 
December 31,
 
2018
 
2017
 
2018
 
2017
 
(in millions, except per share amounts)
Net operating revenues:
 
 
 
 
 
 
 
Service
$
5,699

 
$
5,930

 
$
17,201

 
$
17,968

Equipment sales
1,589

 
1,262

 
4,180

 
3,443

Equipment rentals
1,313

 
1,047

 
3,778

 
2,912

 
8,601

 
8,239

 
25,159


24,323

Net operating expenses:
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization included below)
1,648

 
1,733

 
5,019

 
5,140

Cost of equipment sales
1,734

 
1,673

 
4,521

 
4,622

Cost of equipment rentals (exclusive of depreciation below)
182

 
123

 
457

 
347

Selling, general and administrative
2,003

 
2,108

 
5,731

 
6,059

Depreciation - network and other
1,088

 
987

 
3,132

 
2,961

Depreciation - equipment rentals
1,137

 
990

 
3,454

 
2,732

Amortization
145

 
196

 
475

 
628

Other, net
185

 
(298
)
 
298

 
(657
)
 
8,122

 
7,512

 
23,087


21,832

Operating income
479

 
727

 
2,072


2,491

Other (expense) income:
 
 
 
 
 
 
 
Interest expense
(664
)
 
(581
)
 
(1,934
)
 
(1,789
)
Other income (expense), net
32

 
(42
)
 
153

 
(50
)
 
(632
)
 
(623
)
 
(1,781
)

(1,839
)
(Loss) income before income taxes
(153
)
 
104

 
291


652

Income tax benefit (expense)
8

 
7,052

 
(56
)
 
6,662

Net (loss) income
(145
)
 
7,156

 
235


7,314

Less: Net loss (income) attributable to noncontrolling interests
4

 
6

 
(4
)
 
6

Net (loss) income attributable to Sprint Corporation
$
(141
)
 
$
7,162

 
$
231

 
$
7,320

 
 
 
 
 
 
 
 
Basic net (loss) income per common share attributable to Sprint Corporation
$
(0.03
)
 
$
1.79

 
$
0.06

 
$
1.83

Diluted net (loss) income per common share attributable to Sprint Corporation
$
(0.03
)
 
$
1.76

 
$
0.06

 
$
1.79

Basic weighted average common shares outstanding
4,078

 
4,001

 
4,050

 
3,998

Diluted weighted average common shares outstanding
4,078

 
4,061

 
4,110

 
4,080

 
 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Net unrealized holding (losses) gains on securities and other
$
(2
)
 
$
7

 
$
(9
)
 
$
25

Net unrealized holding (losses) gains on derivatives
(25
)
 
19

 
(8
)
 
12

Net unrecognized net periodic pension and other postretirement benefits
2

 
—

 
5

 
1

Cumulative effect of accounting change
—

 
—

 
(8
)
 
—

Other comprehensive (loss) income
(25
)
 
26

 
(20
)
 
38

Comprehensive (loss) income
$
(170
)
 
$
7,182

 
$
215

 
$
7,352

See Notes to the Consolidated Financial Statements

2
Table of Contents




SPRINT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS



 
Nine Months Ended
 
December 31,
 
2018
 
2017
 
(in millions)
Cash flows from operating activities:
 
 
 
Net income
$
235

 
$
7,314

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
7,061

 
6,321

Provision for losses on accounts receivable
278

 
312

Share-based and long-term incentive compensation expense
101

 
137

Deferred income tax expense (benefit)
25

 
(6,707
)
Gains from asset dispositions and exchanges
—

 
(479
)
Loss on early extinguishment of debt
—

 
65

Amortization of long-term debt premiums, net
(94
)
 
(125
)
Loss on disposal of property, plant and equipment
642

 
533

Deferred purchase price from sale of receivables
(223
)
 
(909
)
Other changes in assets and liabilities:
 
 
 
Accounts and notes receivable
65

 
(74
)
Inventories and other current assets
248

 
570

Accounts payable and other current liabilities
(530
)
 
(104
)
Non-current assets and liabilities, net
(601
)
 
260

Other, net
375

 
295

Net cash provided by operating activities
7,582

 
7,409

Cash flows from investing activities:
 
 
 
Capital expenditures - network and other
(3,814
)
 
(2,539
)
Capital expenditures - leased devices
(5,739
)
 
(5,533
)
Expenditures relating to FCC licenses
(145
)
 
(92
)
Proceeds from sales and maturities of short-term investments
6,619

 
7,113

Purchases of short-term investments
(5,152
)
 
(1,842
)
Proceeds from sales of assets and FCC licenses
416

 
367

Proceeds from deferred purchase price from sale of receivables
223

 
909

Proceeds from corporate owned life insurance policies
110

 
2

Other, net
52

 
(1
)
Net cash used in investing activities
(7,430
)
 
(1,616
)
Cash flows from financing activities:
 
 
 
Proceeds from debt and financings
6,416

 
3,073

Repayments of debt, financing and capital lease obligations
(6,937
)
 
(7,159
)
Debt financing costs
(286
)
 
(19
)
Call premiums paid on debt redemptions
—

 
(129
)
Proceeds from issuance of common stock, net
281

 
12

Other, net
—

 
(18
)
Net cash used in financing activities
(526
)
 
(4,240
)
Net (decrease) increase in cash, cash equivalents and restricted cash
(374
)
 
1,553

Cash, cash equivalents and restricted cash, beginning of period
6,659

 
2,942

Cash, cash equivalents and restricted cash, end of period
$
6,285

 
$
4,495

See Notes to the Consolidated Financial Statements

3
Table of Contents



SPRINT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)
 
 
Nine Months Ended December 31, 2018
 
Common Stock
 
Paid-in
Capital
 
Treasury Shares
 
(Accumulated
Deficit) Retained Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 
Noncontrolling
Interests
 
Total Equity
 
Shares
 
Amount
Shares
 
Amount
Balance, March 31, 2018
4,005

 
$
40

 
$
27,884

 
—

 
$
—

 
$
(1,255
)
 
$
(313
)
 
$
63

 
$
26,419

Net income (loss)
 
 
 
 
 
 
 
 
 
 
176

 
 
 
(3
)
 
173

Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
4

 
 
 
4

Issuance of common stock, net
8

 
 
 
2

 
1

 
(4
)
 
 
 
 
 
 
 
(2
)
Share-based compensation expense
 
 
 
 
40

 
 
 
 
 
 
 
 
 
 
 
40

Capital contribution by SoftBank
 
 
 
 
1

 
 
 
 
 
 
 
 
 
 
 
1

Cumulative effect of accounting changes
 
 
 
 
 
 
 
 
 
 
1,315

 
(8
)
 
 
 
1,307

Other, net
 
 
 
 
3

 
 
 
 
 
 
 
 
 
 
 
3

Increase (decrease) attributable to noncontrolling interests
 
 
 
 
8

 
 
 
 
 
 
 
 
 
(8
)
 
—

Balance, June 30, 2018
4,013

 
40

 
27,938

 
1

 
(4
)
 
236

 
(317
)
 
52

 
27,945

Net income
 
 
 
 
 
 
 
 
 
 
196

 
 
 
11

 
207

Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
9

 
 
 
9

Issuance of common stock, net
66

 
1

 
288

 
1

 
(11
)
 
 
 
 
 
 
 
278

Share-based compensation expense
 
 
 
 
27

 
 
 
 
 
 
 
 
 
 
 
27

Capital contribution by SoftBank
 
 
 
 
1

 
 
 
 
 
 
 
 
 
 
 
1

Other, net
 
 
 
 
(3
)
 
 
 
 
 
 
 

 
 
 
(3
)
Balance, September 30, 2018
4,079

 
41

 
28,251

 
2

 
(15
)
 
432

 
(308
)
 
63

 
28,464

Net loss
 
 
 
 
 
 
 
 
 
 
(141
)
 
 
 
(4
)
 
(145
)
Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
(25
)
 
 
 
(25
)
Issuance of common stock, net
 
 
 
 
(3
)
 
(1
)
 
8

 
 
 
 
 
 
 
5

Share-based compensation expense
 
 
 
 
34

 
 
 
 
 
 
 
 
 
 
 
34

Other, net
 
 
 
 
(4
)
 
 
 
 
 
 
 
 
 
 
 
(4
)
Balance, December 31, 2018
4,079

 
$
41

 
$
28,278

 
1

 
$
(7
)
 
$
291

 
$
(333
)
 
$
59

 
$
28,329

















See Notes to the Consolidated Financial Statements


4
Table of Contents



SPRINT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions)

 
Nine Months Ended December 31, 2017
 
Common Stock
 
Paid-in
Capital
 
Treasury Shares
 
(Accumulated
Deficit) Retained Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 
Noncontrolling
Interests
 
Total Equity
 
Shares
 
Amount
Shares
 
Amount
Balance, March 31, 2017
3,989

 
$
40

 
$
27,756

 
—

 
$
—

 
$
(8,584
)
 
$
(404
)
 
$
—

 
$
18,808

Net income
 
 
 
 
 
 
 
 
 
 
206

 
 
 
 
 
206

Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
(4
)
 
 
 
(4
)
Issuance of common stock, net
7

 
 
 
9

 
 
 
 
 
 
 
 
 
 
 
9

Share-based compensation expense
 
 
 
 
40

 
 
 
 
 
 
 
 
 
 
 
40

Capital contribution by SoftBank
 
 
 
 
2

 
 
 
 
 
 
 
 
 
 
 
2

Other, net
 
 
 
 
(46
)
 
 
 
 
 
 
 
 
 
 
 
(46
)
Balance, June 30, 2017
3,996

 
40

 
27,761

 
—

 
—

 
(8,378
)
 
(408
)
 
—

 
19,015

Net loss
 
 
 
 
 
 
 
 
 
 
(48
)
 
 
 
 
 
(48
)
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
16

 
 
 
16

Issuance of common stock, net
4

 
 
 
1

 
1

 
(9
)
 
 
 
 
 
 
 
(8
)
Share-based compensation expense
 
 
 
 
47

 
 
 
 
 
 
 
 
 
 
 
47

Capital contribution by SoftBank
 
 
 
 
3

 
 
 
 
 
 
 
 
 
 
 
3

Other, net
 
 
 
 
(5
)
 
 
 
 
 
 
 
 
 
 
 
(5
)
Balance, September 30, 2017
4,000

 
40

 
27,807

 
1

 
(9
)
 
(8,426
)
 
(392
)
 
—

 
19,020

Net income (loss)
 
 
 
 
 
 
 
 
 
 
7,162

 
 
 
(6
)
 
7,156

Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
 
 
 
 
26

 
 
 
26

Issuance of common stock, net
2

 
 
 
2

 
(1
)
 
9

 
 
 
 
 
 
 
11

Share-based compensation expense
 
 
 
 
50

 
 
 
 
 
 
 
 
 
 
 
50

Other, net
 
 
 
 
(6
)
 
 
 
 
 
 
 
 
 
 
 
(6
)
(Decrease) increase attributable to noncontrolling interests
 
 
 
 
(28
)
 
 
 
 
 
 
 
 
 
76

 
48

Balance, December 31, 2017
4,002

 
$
40

 
$
27,825

 
—

 
$
—

 
$
(1,264
)
 
$
(366
)
 
$
70

 
$
26,305









See Notes to the Consolidated Financial Statements

5
Table of Contents



SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INDEX
 
 
 
Page
Reference
1.
 
 
 
2.
 
 
 
3.
 
 
 
4.
 
 
 
5.
 
 
 
6.
 
 
 
7
 
 
 
8.
 
 
 
9.
 
 
 
10.
 
 
 
11.
 
 
 
12.
 
 
 
13.
 
 
 
14.
 
 
 
15.
 
 
 
16.
 
 
 



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Index for Notes to the Consolidated Financial Statements


SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1.
Basis of Presentation and Other Information
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been omitted. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our Annual report on Form 10-K for the year ended March 31, 2018. Unless the context otherwise requires, references to "Sprint," "we," "us," "our" and the "Company" mean Sprint Corporation and its consolidated subsidiaries for all periods presented, and references to "Sprint Communications" are to Sprint Communications, Inc. and its consolidated subsidiaries.
The preparation of the unaudited interim consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements. These estimates are inherently subject to judgment and actual results could differ.
The consolidated financial statements include our accounts, those of our 100% owned subsidiaries, and subsidiaries we control or in which we have a controlling financial interest. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in "Net (loss) income" and "Total equity." All intercompany transactions and balances have been eliminated in consolidation.
Reclassification of Prior Period Amounts
Certain prior period amounts have been reclassified to conform to the current period presentation. As a result of the growing significance of our leasing program, in fiscal year 2017 we disaggregated equipment revenue between device sales and device operating lease revenue in our consolidated statements of comprehensive (loss) income. Revenue derived from device sales is now being reported in a new caption called "Equipment sales," and revenue derived from device operating leases is now being reported in a new caption called "Equipment rentals." For the three- and nine-month periods ended December 31, 2017, we have disaggregated revenues of $1.0 billion and $2.9 billion, respectively, from equipment revenue to "Equipment rentals."
To align with the changes made to our revenue presentation, we have added two new captions within the consolidated statements of comprehensive (loss) income to capture certain costs directly attributable to our leasing activities consisting of "Cost of equipment rentals (exclusive of depreciation)" and "Depreciation - equipment rentals." For the three- and nine-month periods ended December 31, 2017, we have reclassed $123 million and $347 million, respectively, of loss on disposal of property, plant and equipment, net of recoveries resulting from the write-off of leased devices from "Other, net" to a new caption called "Cost of equipment rentals (exclusive of depreciation)." Additionally, we disaggregated total depreciation between network and other versus depreciation related to equipment rentals. Network and other depreciation is now being reported in a new caption called "Depreciation - network and other," and depreciation derived from equipment rentals is now being reported in a new caption called "Depreciation - equipment rentals." For the three- and nine-month periods ended December 31, 2017, we have disaggregated depreciation of $990 million and $2.7 billion, respectively, from depreciation to "Depreciation - equipment rentals."
Total net operating revenues, net operating expenses, net (loss) income, and basic and diluted earnings per share were not affected by these reclassifications.
On January 1, 2018, the Company adopted authoritative guidance regarding Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The Company adopted this standard with retrospective application to the consolidated statements of cash flows. The standard impacted the presentation of cash flows related to beneficial interests in securitization transactions, which is the deferred purchase price associated with our accounts receivable facility, resulting in reclassification of cash inflows from operating activities to investing activities of $909 million for the nine-month period ended December 31, 2017 in our consolidated statements of cash flows. The standard also impacted the presentation of cash flows related to separately identifiable cash flows and application of the predominance principal primarily related to direct channel leased devices resulting in a material reclassification of cash outflows from operating

7
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Index for Notes to the Consolidated Financial Statements


SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

activities to investing activities of $3.8 billion for the nine-month period ended December 31, 2017 in our consolidated statements of cash flows. In addition, the standard also impacted the presentation of cash flows related to debt prepayment or debt extinguishment costs and resulted in a reclassification of cash outflows from operating activities to financing activities of $129 million for the nine-month period ended December 31, 2017 in our consolidated statements of cash flows. Proceeds from the settlement of corporate-owned life insurance policies resulted in a $2 million reclassification between operating and investing activities in our consolidated statements of cash flows for the nine-month period ended December 31, 2017.
On January 1, 2018, the Company adopted authoritative guidance regarding Statement of Cash Flows: Restricted Cash, requiring that amounts generally described as restricted cash or restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard with retrospective application to the consolidated statements of cash flows. The adoption of this standard resulted in an increase of $72 million in the beginning balance of cash, cash equivalents and restricted cash on April 1, 2017 and $55 million to the ending balance of cash, cash equivalents and restricted cash as of December 31, 2017.
Business Combination Agreement
On April 29, 2018, we announced that we entered into a Business Combination Agreement with T-Mobile US (T-Mobile) to merge in an all-stock transaction for a fixed exchange ratio of 0.10256 of T-Mobile shares for each Sprint share, or the equivalent of 9.75 Sprint shares for each T-Mobile share. Immediately following the transactions, Deutsche Telekom AG and SoftBank Group Corp. are expected to hold approximately 42% and 27% of fully-diluted shares of the combined company, respectively, with the remaining 31% of the fully-diluted shares of the combined company held by public stockholders. The Board will consist of 14 directors, of which nine will be nominated by Deutsche Telekom AG, four will be nominated by SoftBank Group Corp, and the final director will be the CEO of the combined company. The combined company will be named T-Mobile. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of calendar year 2019. Sprint and T-Mobile completed the Hart-Scott-Rodino filing with the Department of Justice on May 24, 2018. On June 18, 2018, the parties filed with the FCC the merger applications, including the Public Interest Statement. On July 18, 2018, the FCC accepted the applications for filing and established a public comment period for the transaction. The formal comment period concluded on October 31, 2018. The transaction received clearance from the Committee on Foreign Investment in the United States on December 17, 2018 and is awaiting further regulatory approvals.

Note 2.
New Accounting Pronouncements
Accounting Pronouncements Adopted During the Current Year
In May 2014, the Financial Accounting Standards Board (FASB) issued new authoritative literature, Revenue from Contracts with Customers (Topic 606). This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The new standard supersedes much of the existing authoritative literature for revenue recognition (Topic 605). The standard update also amends current guidance for the recognition of costs to obtain and fulfill contracts with customers such that incremental costs of obtaining and direct costs of fulfilling contracts with customers will be deferred and amortized consistent with the transfer of the related good or service. Upon adoption, the Company applied the standard only to contracts that were not completed, referred to as open contracts.
The Company adopted this standard update beginning on April 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying the standard be recognized at the date of application beginning April 1, 2018. We recorded a pre-tax cumulative effect of $1.7 billion ($1.3 billion, net of tax) as a reduction to the April 1, 2018 opening balance of accumulated deficit. Results for reporting periods beginning after April 1, 2018 are presented under Topic 606, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note 8. Revenues from Contracts with Customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under Topic 606.

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Index for Notes to the Consolidated Financial Statements


SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In January 2016, the FASB issued authoritative guidance regarding Financial Instruments, which amended guidance on the classification and measurement of financial instruments. Under the new guidance, entities will be required to measure equity investments that are not consolidated or accounted for under the equity method at fair value with any changes in fair value recorded in net (loss) income, unless the entity has elected the new practicability exception. For financial liabilities measured using the fair value option, entities will be required to separately present in other comprehensive (loss) income the portion of the changes in fair value attributable to instrument-specific credit risk. Additionally, the guidance amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted this standard update beginning on April 1, 2018 on a retrospective basis resulting in a pre-tax cumulative effect of $12 million ($8 million, net of tax) to our opening balance of accumulated deficit.
In October 2016, the FASB issued authoritative guidance regarding Income Taxes, which amended guidance for the income tax consequences of intra-entity transfers of assets other than inventory. Under the new guidance, entities will be required to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, thereby eliminating the recognition exception within current guidance. The Company adopted this standard on April 1, 2018 on a modified retrospective basis with no impact to our consolidated financial statements.
In January 2017, the FASB issued authoritative guidance amending Business Combinations: Clarifying the Definition of a Business, to clarify the definition of a business with the objective of providing a more robust framework to assist management when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted this standard on April 1, 2018 with prospective application to future business combinations.
In January 2017, the FASB issued authoritative guidance regarding Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the goodwill impairment test by eliminating the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (Step 2 of the test), but rather to record an impairment charge based on the excess of the carrying value over its fair value. The Company adopted this standard on April 1, 2018 with no impact to our consolidated financial statements at the date of adoption.
The cumulative after-tax effect of the changes made to our consolidated balance sheet for the adoption of Topic 606 and other ASUs effective for the Company on April 1, 2018 were as follows:
 
 
 
Adjustments due to
 
 
 
March 31, 2018
 
Topic 606
 
Other ASUs
 
April 1, 2018
 
(in millions)
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Accounts and notes receivable, net
$
3,711

 
$
97

 
$
—

 
$
3,808

Device and accessory inventory
1,003

 
(24
)
 
—

 
979

Prepaid expenses and other current assets
575

 
271

 
—

 
846

Costs to acquire a customer contract
—

 
1,219

 
—

 
1,219

Other assets
921

 
43

 
—

 
964

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accrued expenses and other current liabilities
$
3,962

 
$
(35
)
 
$
—

 
$
3,927

Deferred tax liabilities
7,294

 
366

 
—

 
7,660

Other liabilities
3,483

 
(32
)
 
—

 
3,451

Stockholders' equity:
 
 
 
 
 
 
 
(Accumulated deficit) retained earnings
(1,255
)
 
1,307

 
8

 
60

Accumulated other comprehensive loss
(313
)
 
—

 
(8
)
 
(321
)
    

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SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The most significant impact upon adoption of Topic 606 on April 1, 2018 was the recognition of a deferred contract cost asset of $1.2 billion, which was recorded in "Costs to acquire a customer contract" in our consolidated balance sheets for incremental contract acquisition costs paid on open contracts at the date of adoption. We are capitalizing and subsequently amortizing commission costs, which were previously expensed, related to new service contracts over the expected customer relationship period, while costs associated with contract renewals are amortized over the anticipated length of the service contract. We expect that operating expenses will be lower in the current fiscal year compared to amounts recorded under Topic 605 due to higher deferrals of such costs compared to the amortization of prior period commission costs deferred only for open contracts at the date of adoption as permitted by Topic 606.
A reconciliation of the adjustments from the adoption of Topic 606 relative to Topic 605 on our consolidated statements of comprehensive (loss) income and balance sheet is as follows:
 
Three Months Ended December 31, 2018
 
Nine Months Ended December 31, 2018
 
As reported
 
Balances without adoption of
Topic 606
 
Change
 
As reported
 
Balances without adoption of
Topic 606
 
Change
 
(in millions, except per share amounts)
 
(in millions, except per share amounts)
Net operating revenues:
 
 
 
 
 
 
 
 
 
 
 
Service
$
5,699

 
$
5,898

 
$
(199
)
 
$
17,201

 
$
17,716

 
$
(515
)
Equipment sales
1,589

 
1,264

 
325

 
4,180

 
3,223

 
957

Equipment rentals
1,313

 
1,329

 
(16
)
 
3,778

 
3,827

 
(49
)
 
8,601

 
8,491

 
110

 
25,159

 
24,766

 
393

Net operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization included below)
1,648

 
1,671

 
(23
)
 
5,019

 
5,073

 
(54
)
Cost of equipment sales
1,734

 
1,715

 
19

 
4,521

 
4,431

 
90

Cost of equipment rentals (exclusive of depreciation below)
182

 
182

 
—

 
457

 
457

 
—

Selling, general and administrative
2,003

 
2,145

 
(142
)
 
5,731

 
6,047

 
(316
)
Depreciation - network and other
1,088

 
1,088

 
—

 
3,132

 
3,132

 
—

Depreciation - equipment rentals
1,137

 
1,137

 
—

 
3,454

 
3,454

 
—

Amortization
145

 
145

 
—

 
475

 
475

 
—

Other, net
185

 
185

 
—

 
298

 
298

 
—

 
8,122

 
8,268

 
(146
)
 
23,087

 
23,367

 
(280
)
Operating income
479

 
223

 
256

 
2,072

 
1,399

 
673

Total other expense
(632
)
 
(632
)
 
—

 
(1,781
)
 
(1,781
)
 
—

(Loss) income before income taxes
(153
)
 
(409
)
 
256

 
291

 
(382
)
 
673

Income tax benefit (expense)
8

 
62

 
(54
)
 
(56
)
 
85

 
(141
)
Net (loss) income
(145
)
 
(347
)
 
202

 
235

 
(297
)
 
532

Less: Net loss (income) attributable to noncontrolling interests
4

 
4

 
—

 
(4
)
 
(4
)
 
—

Net (loss) income attributable to Sprint
$
(141
)
 
$
(343
)
 
$
202

 
$
231

 
$
(301
)
 
$
532

 
 
 
 
 
 
 
 
 
 
 
 
Basic net (loss) income per common share attributable to Sprint
$
(0.03
)
 
$
(0.08
)
 
$
0.05

 
$
0.06

 
$
(0.07
)
 
$
0.13

Diluted net (loss) income per common share attributable to Sprint
$
(0.03
)
 
$
(0.08
)
 
$
0.05

 
$
0.06

 
$
(0.07
)
 
$
0.13

Basic weighted average common shares outstanding
4,078

 
4,078

 
—

 
4,050

 
4,050

 
—

Diluted weighted average common shares outstanding
4,078

 
4,078

 
—

 
4,110

 
4,050

 
60


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SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 
December 31, 2018
 
As reported
 
Balances without adoption of
Topic 606
 
Change
 
(in millions)
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Accounts and notes receivable, net
$
3,455

 
$
3,356

 
$
99

Device and accessory inventory
919

 
941

 
(22
)
Prepaid expenses and other current assets
1,199

 
672

 
527

Costs to acquire a customer contract
1,497

 
—

 
1,497

Other assets
1,128

 
939

 
189

LIABILITIES AND EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accrued expenses and other current liabilities
$
3,467

 
$
3,489

 
$
(22
)
Deferred tax liabilities
7,684

 
7,177

 
507

Other liabilities
3,403

 
3,437

 
(34
)
Stockholders' equity:
 
 
 
 
 
Retained earnings (accumulated deficit)
291

 
(1,548
)
 
1,839

The most significant impacts to our financial statement results as reported under Topic 606 as compared to Topic 605 for the current reporting period are as follows:
•
Consideration paid to customers or on behalf of customers is included as a reduction of the total transaction price of customer contracts, resulting in a contract asset that is amortized to service revenue over the term of the contract. As a result, the income statement impact reflects an increase in equipment sales offset by a reduction in wireless service revenue. Under the previous standard, this consideration paid to customers or on behalf of customers was recognized as a reduction to revenue or as selling, general and administrative expense.
•
Costs to acquire a customer contract or for a contract renewal are now capitalized and amortized to selling, general and administrative expenses over the expected customer relationship period or length of the service contract, respectively. Under the previous standard, these commission costs were expensed as incurred.
•
Deferred tax liabilities were increased for temporary differences established upon adoption of Topic 606, primarily attributable to costs to acquire a customer contract. For income tax purposes, these commission costs will continue to be expensed as incurred.
Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued authoritative guidance regarding Leases, and has subsequently modified several areas of the standard in order to provide additional clarity and improvements. The new standard will supersede much of the existing authoritative literature for leases. This guidance requires lessees, among other things, to recognize right-of-use assets and liabilities on their balance sheet for all leases with lease terms longer than twelve months. In July 2018, the FASB made targeted improvements to the standard, including providing an additional and optional transition method. Under this method, an entity initially applies the standard at the adoption date, including the election of certain transition reliefs, and recognizes a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The standard will be effective for the Company for its fiscal year beginning April 1, 2019, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact. However, we expect the adoption of this guidance to have a material impact on our consolidated balance sheets and we are implementing significant new processes and internal controls over lease recognition, which will ultimately assist in the application of the new lease standard.


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SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In June 2016 and November 2018, the FASB issued authoritative guidance regarding Financial Instruments - Credit Losses, which requires entities to use a Current Expected Credit Loss impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost within the scope of the standard. The entity's estimate would consider relevant information about past events, current conditions and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses. The standard will be effective for the Company's fiscal year beginning April 1, 2020, including interim reporting periods within that fiscal year, although early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In June 2018, the FASB issued authoritative guidance regarding Compensation - Stock Compensation, which expands the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The standard will be effective for the Company for its fiscal year beginning April 1, 2019, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact. However, we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In August 2018, the FASB issued authoritative guidance regarding Fair Value Measurement: Disclosure Framework, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The standard will be effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact. However, we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In August 2018, the FASB issued authoritative guidance regarding Intangibles - Goodwill and Other - Internal-Use Software, which aligns the requirements for a customer to capitalize implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard will be effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact.

Note 3.
Installment Receivables
Certain subscribers have the option to pay for their devices in installments, generally up to a 24-month period. Short-term installment receivables are recorded in "Accounts and notes receivable, net" and long-term installment receivables are recorded in "Other assets" in the consolidated balance sheets.
The following table summarizes the installment receivables:
 
December 31,
2018
 
March 31,
2018
 
(in millions)
Installment receivables, gross
$
1,151

 
$
1,472

Deferred interest
(62
)
 
(106
)
Installment receivables, net of deferred interest
1,089

 
1,366

Allowance for credit losses
(195
)
 
(217
)
Installment receivables, net
$
894

 
$
1,149

 
 
 
 
Classified in the consolidated balance sheets as:
 
 
 
Accounts and notes receivable, net
$
675

 
$
995

Other assets
219

 
154

Installment receivables, net
$
894

 
$
1,149


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SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The balance and aging of installment receivables on a gross basis by credit category were as follows:
 
December 31, 2018
 
March 31, 2018
 
Prime
 
Subprime
 
Total
 
Prime
 
Subprime
 
Total
 
(in millions)
 
(in millions)
Unbilled
$
661

 
$
396

 
$
1,057

 
$
951

 
$
391

 
$
1,342

Billed - current
48

 
23

 
71

 
69

 
29

 
98

Billed - past due
12

 
11

 
23

 
17

 
15

 
32

Installment receivables, gross
$
721

 
$
430

 
$
1,151

 
$
1,037

 
$
435

 
$
1,472

Activity in the deferred interest and allowance for credit losses for the installment receivables was as follows:
 
Nine Months Ended
 
Twelve Months Ended
 
December 31, 2018
 
March 31, 2018
 
(in millions)
Deferred interest and allowance for credit losses, beginning of period
$
323

 
$
506

Adjustment to deferred interest on short- and long-term installment receivables due to Topic 606
(50
)
 
—

Bad debt expense
66

 
142

Write-offs, net of recoveries
(88
)
 
(224
)
Change in deferred interest on short- and long-term installment receivables
6

 
(101
)
Deferred interest and allowance for credit losses, end of period
$
257

 
$
323


Note 4.
Financial Instruments
The Company carries certain assets and liabilities at fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: quoted prices in active markets for identical assets or liabilities; observable inputs other than the quoted prices in active markets for identical assets and liabilities; and unobservable inputs for which there is little or no market data, which require the Company to develop assumptions of what market participants would use in pricing the asset or liability.
The carrying amount of cash equivalents, accounts and notes receivable, and accounts payable approximates fair value. Short-term investments are recorded at amortized cost and the respective carrying amounts approximate the fair value that would be determined primarily using quoted prices in active markets. As of December 31, 2018, short-term investments totaled $632 million and consisted of $251 million of time deposits and $381 million of commercial paper. As of March 31, 2018, short-term investments totaled $2.4 billion and consisted of approximately $1.6 billion of time deposits and $765 million of commercial paper. The fair value of marketable equity securities totaling $2 million and $57 million as of December 31, 2018 and March 31, 2018, respectively, are measured on a recurring basis using quoted prices in active markets. Current and long-term debt inclusive of our other financings are carried at amortized cost.
Debt for which estimated fair value is determined based on unobservable inputs primarily represents borrowings under our secured equipment credit facilities, and sales of receivables under our Accounts Receivable Facility (Receivables Facility). See Note 7. Long-Term Debt, Financing and Capital Lease Obligations for additional information. The carrying amounts associated with these borrowings approximate fair value.
The estimated fair value of the majority of our current and long-term debt, excluding our secured equipment credit facilities, and sold wireless service, installment billing and future receivables is determined based on quoted prices in active markets or by using other observable inputs that are derived principally from, or corroborated by, observable market data.

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SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents carrying amounts and estimated fair values of current and long-term debt and financing obligations:
 
Carrying amount at December 31, 2018
 
Estimated Fair Value Using Input Type
 
 
Quoted prices in active markets
 
Observable
 
Unobservable
 
Total estimated fair value
 
(in millions)
Current and long-term debt and financing obligations
$
40,125

 
$
35,756

 
$
—

 
$
4,570

 
$
40,326

 
Carrying amount at March 31, 2018
 
Estimated Fair Value Using Input Type
 
 
Quoted prices in active markets
 
Observable
 
Unobservable
 
Total estimated fair value
 
(in millions)
Current and long-term debt and financing obligations
$
40,820

 
$
37,549

 
$
—

 
$
3,737

 
$
41,286


Note 5.
Property, Plant and Equipment
Property, plant and equipment consists primarily of network equipment, leased devices and other long-lived assets used to provide service to our subscribers. Non-cash accruals included in property, plant and equipment (excluding leased devices) totaled $1.0 billion and $428 million as of December 31, 2018 and 2017, respectively.
The following table presents the components of property, plant and equipment and the related accumulated depreciation:
 
December 31,
2018
 
March 31,
2018
 
(in millions)
Land
$
247

 
$
254

Network equipment, site costs and related software
24,015

 
22,930

Buildings and improvements
833

 
813

Leased devices, non-network internal use software, office equipment and other
12,612

 
11,149

Construction in progress
3,520

 
2,202

Less: accumulated depreciation
(19,805
)
 
(17,423
)
Property, plant and equipment, net
$
21,422

 
$
19,925

Sprint offers a leasing program to its customers whereby qualified subscribers can lease a device for a contractual period of time. At the end of the lease term, the subscriber has the option to return the device, continue leasing the device, or purchase the device. As of December 31, 2018, substantially all of our device leases were classified as operating leases. Purchases of leased devices are reported as cash outflows for "Capital expenditures - leased devices" in the consolidated statements of cash flows. The devices are then depreciated using the straight-line method to their estimated residual value generally over the term of the lease.
The following table presents leased devices and the related accumulated depreciation:
 
December 31,
2018
 
March 31,
2018
 
(in millions)
Leased devices
$
10,987

 
$
9,592

Less: accumulated depreciation
(4,304
)
 
(3,580
)
Leased devices, net
$
6,683

 
$
6,012

During the nine-month periods ended December 31, 2018 and 2017, we had non-cash transfers of returned leased devices from property, plant and equipment to device and accessory inventory at the lower of net book value or their estimated fair value of $645 million and $574 million, respectively. Non-cash accruals included in leased devices totaled $264 million and $306 million as of December 31, 2018 and 2017, respectively.
During the three- and nine-month periods ended December 31, 2018 and 2017, we recorded $299 million, $642 million, $123 million and $527 million, respectively, of loss on disposal of property, plant and equipment, net of recoveries.

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SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Net losses that resulted from the write-off of leased devices were primarily associated with lease cancellations prior to the scheduled customer lease terms, where customers did not return the devices to us. Such losses were $182 million, $457 million, $123 million and $347 million for the three- and nine-month periods ended December 31, 2018 and 2017, respectively, and are included in "Cost of equipment rentals" in our consolidated statements of comprehensive (loss) income. During the three- and nine-month periods ended December 31, 2018, we recorded $117 million and $185 million, respectively, of losses primarily related to cell site construction costs and other network costs that are no longer recoverable as a result of changes in our network plans, which are included in "Other, net" in our consolidated statements of comprehensive (loss) income. During the nine-month period ended December 31, 2017, we recorded $180 million of losses primarily related to cell site construction costs that are no longer recoverable as a result of changes in our network plans.

Note 6.
Intangible Assets
Indefinite-Lived Intangible Assets
Our indefinite-lived intangible assets consist of FCC licenses, which were acquired primarily through FCC auctions and business combinations, certain of our trademarks and goodwill. At December 31, 2018, we held 800 MHz, 1.9 GHz and 2.5 GHz FCC licenses authorizing the use of radio frequency spectrum to deploy our wireless services. As long as the Company acts within the requirements and constraints of the regulatory authorities, the renewal and extension of these licenses is reasonably certain at minimal cost. Accordingly, we have concluded that FCC licenses are indefinite-lived intangible assets. Our Sprint and Boost Mobile trademarks have also been identified as indefinite-lived intangible assets. Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations.
The following provides the activity of indefinite-lived intangible assets within the consolidated balance sheets:
 
March 31,
2018
 
Net
Additions
 
December 31,
2018
 
(in millions)
FCC licenses
$
37,274

 
$
139

 
$
37,413

Trademarks
4,035

 
—

 
4,035

Goodwill(1)
6,586

 
12

 
6,598

 
$
47,895

 
$
151

 
$
48,046

_________________
(1)
Through December 31, 2018, there is no accumulated impairment losses for goodwill.
Assessment of Impairment
Our annual impairment testing date for goodwill and indefinite-lived intangible assets is January 1 of each year; however, we test for impairment between our annual tests if an event occurs or circumstances change that indicate that the asset may be impaired, or in the case of goodwill, that the fair value of the reporting unit is below its carrying amount. Our most recent test for impairment of goodwill was completed at June 30, 2018 and we concluded that the estimated fair value of the Wireless reporting unit exceeded the carrying amount. As a result, no goodwill impairment was recorded.
The determination of fair value requires considerable judgment and is highly sensitive to changes in underlying assumptions. Consequently, there can be no assurance that the estimates and assumptions made for the purposes of the goodwill, spectrum licenses, and Sprint and Boost Mobile trade names impairment tests will prove to be an accurate prediction of the future. Sustained declines in the Company’s operating results, number of wireless subscribers, future forecasted cash flows, growth rates and other assumptions, as well as significant, sustained declines in the Company’s stock price and related market capitalization could impact the underlying key assumptions and our estimated fair values, potentially leading to a future material impairment of goodwill or other indefinite-lived intangible assets.

15
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SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets Subject to Amortization
Customer relationships are amortized using the sum-of-the-months' digits method, while all other definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the respective assets. We reduce the gross carrying value and associated accumulated amortization when specified intangible assets become fully amortized. Amortization expense related to favorable spectrum and tower leases is recognized in "Cost of services" in our consolidated statements of comprehensive (loss) income.
 
 
 
December 31, 2018
 
March 31, 2018
 
Useful Lives
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
 
 
 
(in millions)
Customer relationships
5 to 8 years
 
$
6,563

 
$
(5,906
)
 
$
657

 
$
6,562

 
$
(5,462
)
 
$
1,100

Other intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Favorable spectrum leases
23 years
 
764

 
(142
)
 
622

 
856

 
(172
)
 
684

Favorable tower leases
9 years
 
335

 
(207
)
 
128

 
335

 
(179
)
 
156

Trademarks
2 to 34 years
 
520

 
(86
)
 
434

 
520

 
(74
)
 
446

Other
5 to 10 years
 
135

 
(61
)
 
74

 
129

 
(50
)
 
79

Total other intangible assets
 
1,754


(496
)

1,258


1,840


(475
)

1,365

Total definite-lived intangible assets
 
$
8,317


$
(6,402
)

$
1,915


$
8,402


$
(5,937
)

$
2,465


Note 7.
Long-Term Debt, Financing and Capital Lease Obligations
 
 
Interest Rates
 
Maturities
 
December 31,
2018
 
March 31,
2018
 
 
 
 
 
 
 
 
 
(in millions)
Notes
 
 
 
 
 
 
 
 
 
 
 
Senior notes
 
 
 
 
 
 
 
 
 
 
 
Sprint Corporation
7.13
-
7.88%
 
2021
-
2026
 
$
12,000

 
$
12,000

Sprint Communications, Inc.
6.00
-
11.50%
 
2020
-
2022
 
4,780

 
4,980

Sprint Capital Corporation
6.88
-
8.75%
 
2019
-
2032
 
6,204

 
6,204

Senior secured notes
 
 
 
 
 
 
 
 
 
 
 
Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC
3.36
-
5.15%
 
2021
-
2028
 
6,344

 
7,000

Guaranteed notes
 
 
 
 
 
 
 
 
 
 
 
Sprint Communications, Inc.
7.00
 
2020
 
1,000

 
2,753

Credit facilities
 
 
 
 
 
 
 
 
 
 
 
Secured revolving bank credit facility
4.81%
 
2021
 
—

 
—

Secured term loans
5.06%
-
5.56%
 
2024
 
5,030

 
3,960

PRWireless term loan
8.05%
 
2020
 
187

 
182

Export Development Canada (EDC)
4.77%
 
2019
 
300

 
300

Secured equipment credit facilities
4.02
-
4.85%
 
2020
-
2022
 
515

 
527

Accounts receivable facility
3.60
-
3.81%
 
2020
 
3,324

 
2,411

Financing obligations, capital lease and other obligations
2.35
-
12.00%
 
2019
-
2026
 
588

 
686

Net premiums and debt financing costs
 
 
 
 
 
 
 
 
(388
)
 
(111
)
 
 
 
 
 
 
 
 
 
39,884

 
40,892

Less current portion
 
 
 
 
 
 
 
 
(3,596
)
 
(3,429
)
Long-term debt, financing and capital lease obligations
 
 
 
 
 
 
 
 
$
36,288

 
$
37,463


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Index for Notes to the Consolidated Financial Statements


SPRINT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 As of December 31, 2018, Sprint Corporation, had $12.0 billion in aggregate principal amount of senior notes outstanding. In addition, as of December 31, 2018, the outstanding principal amount of the senior notes issued by Sprint Communications and Sprint Capital Corporation, the guaranteed notes issued by Sprint Communications, Sprint Communications' secured term loans and secured revolving bank credit facility, the EDC agreement, the secured equipment credit facilities, the Receivables Facility, and certain other obligations collectively totaled $21.6 billion in principal amount of our long-term debt. Sprint Corporation fully and unconditionally guaranteed such indebtedness, which was issued by 100% owned subsidiaries. Although certain financing agreements restrict the ability of Sprint Communications and its subsidiaries to distribute cash to Sprint Corporation, the ability of the subsidiaries to distribute cash to their respective parents, including to Sprint Communications, is generally not restricted.
Cash interest payments, net of amounts capitalized of $54 million and $42 million during the nine-month periods ended December 31, 2018 and 2017, respectively, totaled $1.9 billion during each of the nine-month periods ended December 31, 2018 and 2017.
Notes
As of December 31, 2018, our outstanding notes consisted of senior notes and guaranteed notes, all of which are unsecured, as well as senior secured notes associated with our spectrum financing transactions. Cash interest on all of the notes is payable semi-annually in arrears with the exception of the spectrum financing senior secured notes, which is payable quarterly. As of December 31, 2018, $30.3 billion aggregate principal amount of the notes was redeemable at the Company's discretion at the then-applicable redemption prices plus accrued interest.
As of December 31, 2018, $24.1 billion aggregate principal amount of our senior notes, senior secured notes, and guaranteed notes provided holders with the right to require us to repurchase the notes if a change of control triggering event (as defined in the applicable indentures and supplemental indentures) occurs. In May 2018, we successfully completed consent solicitations with respect to certain series of Sprint Corporation, Sprint Communications, and Sprint Capital Corporation senior notes. As a result of the Sprint Corporation and Sprint Communications consent solicitations, the proposed merger transaction with T-Mobile, if consummated, will not constitute a change of control as defined in the applicable indentures governing the notes.
Effective December 31, 2018, Sprint defeased the $200 million aggregate principal amount of Sprint Communications 9.25% debentures due 2022, which included the deposit of U.S. Treasury securities with the trustee to provide for the future interest and principal payments on the notes through maturity. The defeasance resulted in reductions to "Short-term investments" and "Current portion of long-term debt, financing and capital lease obligations" in the consolidated balance sheets as of December 31, 2018.
In November 2018, Sprint Communications retired $1.8 billion aggregate principal amount upon maturity of its outstanding 9.000% Guaranteed Notes.
Spectrum Financing
In October 2016, certain subsidiaries of Sprint Communications, which were not "Restricted Subsidiaries" under Sprint Capital Corporation's indentures, transferred certain directly held and third-party leased spectrum licenses (collectively, Spectrum Portfolio) to wholly-owned bankruptcy-remote special purpose entities (collectively, Spectrum Financing SPEs). The Spectrum Portfolio, which represented approximately 14% of Sprint's total spectrum holdings on a MHz-pops basis, was used as collateral to raise an initial $3.5 billion in senior secured notes (2016 Spectrum-Backed Notes) bearing interest at 3.36% per annum under a $7.0 billion securitization program. The 2016 Spectrum-Backed Notes are repayable over a five-year term, with interest-only payments over the first four quarters and amortizing quarterly principal payments thereafter commencing December 2017 through September 2021. During the nine-month period ended December 31, 2018, we made scheduled principal repayments of $656 million, resulting in a total principal amount outstanding related to the 2016 Spectrum-Backed Notes of $2.4 billion as of December 31, 2018, of which $875 million was classified as "Current portion of long-term debt, financing and capital lease obligations" in the consolidated balance sheets.
In March 2018, we amended the transaction documents governing the securitization program to allow for the issuance of more than $7.0 billion of notes outstanding pursuant to the securitization program subject to certain conditions, which, among other things, may require the contribution of additional spectrum. Also in March 2018, we issued approximately $3.9 billion in aggregate principal amount of senior secured notes under the existing $7.0 billion securitization program, consisting of two series of senior secured notes. The first series of notes totaled $2.1 billion in aggregate principal

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