|
x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common stock, $0.01 par value
|
|
S
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
|
|
Emerging growth company
|
o
|
|
|
|
Page
Reference
|
Item
|
PART I
|
|
1.
|
||
1A.
|
||
1B.
|
||
2.
|
||
3.
|
||
4.
|
||
|
|
|
|
PART II
|
|
5.
|
||
6.
|
||
7.
|
||
7A.
|
||
8.
|
||
9.
|
||
9A.
|
||
9B.
|
||
|
|
|
|
PART III
|
|
10.
|
||
11.
|
||
12.
|
||
13.
|
||
14.
|
||
|
|
|
|
PART IV
|
|
15.
|
||
16.
|
Item 1.
|
Business
|
•
|
direct sales representatives whose efforts are focused on marketing and selling wireless services;
|
•
|
retail outlets, owned and operated by us, that focus on sales to the small business and consumer markets;
|
•
|
indirect sales agents and third-party retailers that primarily consist of local and national non-affiliated dealers and independent contractors that market and sell services to businesses and the consumer market, and are generally paid through commissions; and
|
•
|
subscriber-convenient channels, including online sales and telesales.
|
•
|
grant and renew licenses in the 800 MHz, 1.9 gigahertz (GHz) and 2.5 GHz bands;
|
•
|
rule on assignments and transfers of control of FCC licenses, and leases covering our use of FCC licenses held by other persons and organizations;
|
•
|
govern the interconnection of our networks with other wireless and wireline carriers;
|
•
|
establish access and universal service funding provisions;
|
•
|
impose rules related to unauthorized use of and access to subscriber information;
|
•
|
impose fines and forfeitures for violations of FCC rules;
|
•
|
regulate the technical standards governing wireless services; and
|
•
|
impose other obligations that it determines to be in the public interest.
|
Name
|
Experience
|
Current
Position
Held
Since
|
Age
|
Marcelo Claure
|
Executive Chairman. Mr. Claure was named our Executive Chairman, effective May 31, 2018, and has served on the Sprint board of directors since January 2014. Previously, Mr. Claure served as our President and Chief Executive Officer, serving as President from August 2014 until January 2018 and as Chief Executive Officer from August 2014 until May 2018. Mr. Claure currently serves as Chief Operating Officer of SoftBank Group Corp. and as Chief Executive Officer of SoftBank Group International. In addition, Mr. Claure has served as a director of SoftBank Group Corp. since June 2017 and currently serves as a director of Arm Limited, a subsidiary of SoftBank Group Corp. Prior to joining Sprint, he was Chief Executive Officer of Brightstar, a company he founded in 1997 and grew from a small Miami-based distributor of mobile device accessories into a global business with more than $10 billion in gross revenue for the year ended 2013.
|
2018
|
48
|
Michel Combes
|
President and Chief Executive Officer.
Mr. Combes was named our Chief Executive Officer, effective May 31, 2018, and our President, effective January 6, 2018, and has served on the Sprint board of directors since January 2018. Previously, Mr. Combes served as our Chief Financial Officer from January 2018 until May 2018. Mr. Combes has more than 25 years of experience in the telecommunications industry. Prior to joining Sprint, Mr. Combes was CEO and a director of Altice N.V., where he was responsible for telecom, media, and content operations around the world from June 2016 until November 2017. Previously, Mr. Combes served as Chief Operating Officer of Altice N.V. from September 2015 until June 2016, and as CEO and Chairman of Altice SFR Group from September 2015 until November 2017. In addition, Mr. Combes served as a director of Altice USA, Inc. from June 2017 until November 2017. Before joining Altice N.V., Mr. Combes was CEO of Alcatel-Lucent from September 2013 until September 2015. Previously, he served as CEO of Vodafone Europe, Chairman and CEO of TDF Group, and Chief Financial Officer and Senior Executive Vice President of France Telecom. Mr. Combes serves on the board of directors of F5 Networks, Inc., a publicly traded application services provider, and CTIA -The Wireless Association.
|
2018
|
57
|
Andrew Davies
|
Chief Financial Officer. Mr. Davies was appointed Chief Financial Officer effective July 2, 2018. Mr. Davies is responsible for day-to-day financial strategy and operations, including accounting and reporting, financial planning and analysis, treasury, tax, investor relations, risk management, auditing and mergers and acquisitions. Mr. Davies was Group Chief Financial Officer of Veon Ltd. (formerly VimpelCom Ltd.), a NASDAQ and Euronext Amsterdam-listed international communications and technology company, where he was responsible for all external communications, procurement, accounting and financial aspects of the company from November 2013 until November 2017. Previously, Mr. Davies was the Chief Financial Officer of Verizon Wireless from October 2010 to October 2013. Prior to his appointment at Verizon Wireless, Mr. Davies held several senior financial roles within Vodafone Group Plc, including Chief Financial Officer of Vodafone India and Vodafone Turkey as well as positions in Vodafone UK and Vodafone Japan, from 2003 until 2010.
|
2018
|
53
|
Nestor Cano
|
Chief Operating Officer. Mr. Cano was appointed Chief Operating Officer effective February 2, 2017. Mr. Cano is responsible for delivering operational excellence, driving further expense reductions, and strengthening systems and processes across the business. Prior to joining Sprint, from June 2007 until January 2017, Mr. Cano served as President, Europe of Tech Data Corporation, one of the world’s largest wholesale distributors of technology products. Mr. Cano also held other senior executive roles at Tech Data Corporation, where he helped fix management processes and controls to drive the best-ever profits in Tech Data Corporation’s European operations.
|
2017
|
55
|
Item 1A.
|
Risk Factors
|
•
|
difficulties in integrating the companies’ operations and systems, including intellectual property and communications systems, administrative and information technology infrastructure and financial reporting and internal control systems, including compliance by the combined company with Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the SEC;
|
•
|
challenges in conforming standards, controls, procedures, accounting and other policies, business cultures, and compensation structures between the two companies;
|
•
|
difficulties in assimilating employees and in attracting and retaining key personnel;
|
•
|
challenges in keeping existing customers and obtaining new customers;
|
•
|
difficulties in achieving anticipated synergies, business opportunities, and growth prospects from the combination;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company;
|
•
|
the transition of management to the combined company executive management team;
|
•
|
determining whether and how to address possible differences in corporate cultures and management philosophies;
|
•
|
the impact of the additional debt financing expected to be incurred in connection with the Merger Transactions;
|
•
|
contingent liabilities that are larger than expected; and
|
•
|
potential unknown liabilities, adverse consequences, and unforeseen increased expenses associated with the Merger Transactions.
|
•
|
having to pay substantial costs relating to the Merger Transactions, such as financing fees and costs and advisor, filing and other fees that will have already been incurred;
|
•
|
experiencing negative reactions from the financial markets, including negative impacts on our stock price or the trading price of our notes, on our ability to access the capital markets to raise capital on acceptable terms or at all or from our customers, regulators and employees;
|
•
|
focusing on the Merger Transactions instead of on pursuing other opportunities that could be beneficial, without realizing any of the benefits of having the Merger Transactions consummated; and
|
•
|
reputational harm due to the adverse perception of any failure to successfully consummate the Merger Transactions.
|
•
|
incurring additional indebtedness and issuing preferred stock;
|
•
|
paying dividends, redeeming capital stock or making other restricted payments or investments;
|
•
|
selling or buying assets, properties or licenses;
|
•
|
developing assets, properties or licenses which the combined company has or in the future may procure;
|
•
|
creating liens on assets;
|
•
|
participating in future FCC auctions of spectrum or private sales of spectrum;
|
•
|
engaging in mergers, acquisitions, business combinations, or other transactions;
|
•
|
entering into transactions with affiliates; and
|
•
|
placing restrictions on the ability of subsidiaries to pay dividends or make other payments.
|
•
|
our ability to anticipate and respond to various competitive factors, including our successful execution of marketing, customer retention and sales strategies; the acceptance of our value proposition; service delivery and customer care activities, including new account set up and billing; and execution under credit and collection policies;
|
•
|
actual or perceived quality and coverage of our network, including delivering a positive and consistent experience nationwide;
|
•
|
public perception about our brands and the Merger Transactions;
|
•
|
our ability to anticipate, develop, and deploy new or enhanced technologies, products and services that are attractive to existing or potential subscribers on a timely basis or at all, including 5G technologies;
|
•
|
our ability to continue to access spectrum and acquire additional spectrum capacity, including certain low-band and millimeter wave frequencies;
|
•
|
our ability to grow revenues and stabilize our financial metrics; and
|
•
|
our ability to have the scale necessary to successfully compete.
|
•
|
incur additional indebtedness;
|
•
|
create liens on our assets;
|
•
|
pay dividends or make certain investments;
|
•
|
receive dividend or other payments from certain of our subsidiaries;
|
•
|
enter into transactions with affiliates; and
|
•
|
engage in certain asset sale or business combination transactions.
|
•
|
uncertainties related to our proposed merger with T-Mobile;
|
•
|
information about the Merger Transactions;
|
•
|
our actual or anticipated financial results;
|
•
|
market and pricing risks due to concentrated ownership of our stock;
|
•
|
the ability to raise additional capital through the issuance of additional debt or equity or otherwise, including the cost and availability or perceived availability of additional capital;
|
•
|
announcements by us or our competitors or market speculation of acquisitions, spectrum acquisitions, new products, technologies, significant contracts, commercial relationships, or capital commitments;
|
•
|
the performance of SoftBank and SoftBank’s ordinary shares or speculation about the possibility of future actions SoftBank may take;
|
•
|
disruption to our operations or those of other companies critical to our network operations;
|
•
|
our ability to develop and market new and enhanced technologies, products and services on a timely and cost-effective basis, including any network improvement efforts and the deployment of 5G;
|
•
|
recommendations by securities analysts or changes in their estimates concerning us;
|
•
|
changes in the ratings of our debt by rating agencies;
|
•
|
litigation;
|
•
|
changes in governmental actions, regulations, or approvals; and
|
•
|
perceptions of general market conditions in the technology and communications industries, the U.S. economy, and global market conditions.
|
•
|
business combinations involving the Company, including with respect to the Merger Transactions;
|
•
|
sales or dispositions by SoftBank of all or any portion of its ownership interest in us;
|
•
|
the nature, quality and pricing of services SoftBank or its affiliates may agree to provide to the Company;
|
•
|
arrangements with third parties that are exclusionary to SoftBank or its affiliates or the Company; and
|
•
|
business opportunities that may be attractive to both SoftBank or its affiliates and the Company.
|
•
|
a majority of our board of directors consists of independent directors;
|
•
|
we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
|
•
|
we have a Compensation Committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
•
|
an annual performance evaluation of the nominating and governance committee and Compensation Committee be performed.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
|
March 31,
2019 |
||
|
(in billions)
|
||
Wireless
|
$
|
38.0
|
|
Wireline
|
1.4
|
|
|
Corporate and other
|
2.3
|
|
|
Total
|
$
|
41.7
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
3/31/2014
|
|
3/31/2015
|
|
3/31/2016
|
|
3/31/2017
|
|
3/31/2018
|
|
3/31/2019
|
||||||||||||
Sprint Corporation
|
$
|
100.00
|
|
|
$
|
51.58
|
|
|
$
|
37.87
|
|
|
$
|
94.45
|
|
|
$
|
53.10
|
|
|
$
|
61.48
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
112.73
|
|
|
$
|
114.74
|
|
|
$
|
134.45
|
|
|
$
|
153.26
|
|
|
$
|
167.81
|
|
Dow Jones U.S. Telecom Index
|
$
|
100.00
|
|
|
$
|
104.08
|
|
|
$
|
121.90
|
|
|
$
|
126.81
|
|
|
$
|
120.50
|
|
|
$
|
132.33
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended March 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenue
|
$
|
22,857
|
|
|
$
|
23,834
|
|
|
$
|
25,368
|
|
|
$
|
27,174
|
|
|
$
|
29,542
|
|
Equipment sales
|
5,606
|
|
|
4,524
|
|
|
4,684
|
|
|
3,168
|
|
|
4,826
|
|
|||||
Equipment rentals
|
5,137
|
|
|
4,048
|
|
|
3,295
|
|
|
1,838
|
|
|
164
|
|
|||||
Net operating revenues
|
33,600
|
|
|
32,406
|
|
|
33,347
|
|
|
32,180
|
|
|
34,532
|
|
|||||
Depreciation - network and other
|
4,245
|
|
|
3,976
|
|
|
3,982
|
|
|
4,013
|
|
|
3,591
|
|
|||||
Depreciation - equipment rentals
|
4,538
|
|
|
3,792
|
|
|
3,116
|
|
|
1,781
|
|
|
206
|
|
|||||
Amortization
|
608
|
|
|
812
|
|
|
1,052
|
|
|
1,294
|
|
|
1,552
|
|
|||||
Goodwill impairment
(1)
|
2,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
398
|
|
|
2,727
|
|
|
1,764
|
|
|
310
|
|
|
(1,895
|
)
|
|||||
Net (loss) income
|
(1,943
|
)
|
|
7,377
|
|
|
(1,206
|
)
|
|
(1,995
|
)
|
|
(3,345
|
)
|
|||||
Net (loss) income attributable to Sprint Corporation
|
(1,943
|
)
|
|
7,389
|
|
|
(1,206
|
)
|
|
(1,995
|
)
|
|
(3,345
|
)
|
|||||
(Loss) Earnings per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net (loss) income per common share
|
$
|
(0.48
|
)
|
|
$
|
1.85
|
|
|
$
|
(0.30
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(0.85
|
)
|
Diluted net (loss) income per common share
|
(0.48
|
)
|
|
1.81
|
|
|
(0.30
|
)
|
|
(0.50
|
)
|
|
(0.85
|
)
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
84,601
|
|
|
$
|
85,459
|
|
|
$
|
85,123
|
|
|
$
|
78,975
|
|
|
$
|
82,841
|
|
Property, plant and equipment, net
|
21,201
|
|
|
19,925
|
|
|
19,209
|
|
|
20,297
|
|
|
19,721
|
|
|||||
Intangible assets, net
|
47,832
|
|
|
50,360
|
|
|
50,484
|
|
|
51,117
|
|
|
52,455
|
|
|||||
Total debt, capital lease and financing obligations
|
39,923
|
|
|
40,892
|
|
|
40,914
|
|
|
33,958
|
|
|
33,642
|
|
|||||
Total stockholders' equity
|
26,072
|
|
|
26,356
|
|
|
18,808
|
|
|
$
|
19,783
|
|
|
21,710
|
|
||||
Noncontrolling interests
|
55
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flow Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
10,429
|
|
|
$
|
10,062
|
|
|
$
|
(3,290
|
)
|
|
$
|
(423
|
)
|
|
$
|
3,749
|
|
Capital expenditures - network and other
|
4,963
|
|
|
3,319
|
|
|
1,950
|
|
|
4,680
|
|
|
5,422
|
|
|||||
Capital expenditures - leased devices
|
7,441
|
|
|
7,461
|
|
|
4,976
|
|
|
5,898
|
|
|
1,885
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Sprint's Next-Gen network plan will deliver competitive coverage, faster speeds and more capacity;
|
•
|
Create a compelling unlimited value proposition;
|
•
|
Provide the best digital customer experience; and
|
•
|
Engage our partners by making Sprint a great place to work.
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Wireless segment earnings
|
$
|
12,836
|
|
|
$
|
11,205
|
|
|
$
|
9,814
|
|
Wireline segment (loss) earnings
|
(69
|
)
|
|
(118
|
)
|
|
119
|
|
|||
Corporate, other and eliminations
|
6
|
|
|
(18
|
)
|
|
1
|
|
|||
Consolidated segment earnings
|
12,773
|
|
|
11,069
|
|
|
9,934
|
|
|||
Depreciation - network and other
|
(4,245
|
)
|
|
(3,976
|
)
|
|
(3,982
|
)
|
|||
Depreciation - equipment rentals
|
(4,538
|
)
|
|
(3,792
|
)
|
|
(3,116
|
)
|
|||
Amortization
|
(608
|
)
|
|
(812
|
)
|
|
(1,052
|
)
|
|||
Goodwill impairment
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(984
|
)
|
|
238
|
|
|
(20
|
)
|
|||
Operating income
|
398
|
|
|
2,727
|
|
|
1,764
|
|
|||
Interest expense
|
(2,563
|
)
|
|
(2,365
|
)
|
|
(2,495
|
)
|
|||
Other income (expense), net
|
187
|
|
|
(59
|
)
|
|
(40
|
)
|
|||
Income tax benefit (expense)
|
35
|
|
|
7,074
|
|
|
(435
|
)
|
|||
Net (loss) income
|
$
|
(1,943
|
)
|
|
$
|
7,377
|
|
|
$
|
(1,206
|
)
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Severance and exit costs
|
$
|
(85
|
)
|
|
$
|
(80
|
)
|
|
$
|
(66
|
)
|
Litigation (costs) benefit and other contingencies
|
(74
|
)
|
|
305
|
|
|
(140
|
)
|
|||
Loss on disposal of property, plant and equipment, net
|
(492
|
)
|
|
(364
|
)
|
|
(28
|
)
|
|||
Contract termination (costs) benefits
|
(34
|
)
|
|
5
|
|
|
(140
|
)
|
|||
Gains from asset dispositions and exchanges
|
15
|
|
|
479
|
|
|
354
|
|
|||
Merger costs
|
(346
|
)
|
|
—
|
|
|
—
|
|
|||
Hurricane-related reimbursements (costs)
|
32
|
|
|
(107
|
)
|
|
—
|
|
|||
Total expense
|
$
|
(984
|
)
|
|
$
|
238
|
|
|
$
|
(20
|
)
|
|
Year Ended March 31,
|
||||||||||
Wireless Segment Earnings
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Postpaid
(1)
|
$
|
16,907
|
|
|
$
|
17,421
|
|
|
$
|
18,677
|
|
Prepaid
(1)(2)
|
3,746
|
|
|
3,979
|
|
|
4,078
|
|
|||
Retail service revenue
|
20,653
|
|
|
21,400
|
|
|
22,755
|
|
|||
Wholesale, affiliate and other
(2)
|
1,160
|
|
|
1,198
|
|
|
1,053
|
|
|||
Total service revenue
|
21,813
|
|
|
22,598
|
|
|
23,808
|
|
|||
Equipment sales
|
5,606
|
|
|
4,524
|
|
|
4,684
|
|
|||
Equipment rentals
|
5,137
|
|
|
4,048
|
|
|
3,295
|
|
|||
Total net operating revenues
|
32,556
|
|
|
31,170
|
|
|
31,787
|
|
|||
Cost of services (exclusive of depreciation and amortization)
|
(5,802
|
)
|
|
(5,602
|
)
|
|
(6,674
|
)
|
|||
Cost of equipment sales
|
(6,082
|
)
|
|
(6,109
|
)
|
|
(6,583
|
)
|
|||
Cost of equipment rentals (exclusive of depreciation)
|
(643
|
)
|
|
(493
|
)
|
|
(975
|
)
|
|||
Selling, general and administrative expense
|
(7,193
|
)
|
|
(7,761
|
)
|
|
(7,741
|
)
|
|||
Total net operating expenses
|
(19,720
|
)
|
|
(19,965
|
)
|
|
(21,973
|
)
|
|||
Wireless segment earnings
|
$
|
12,836
|
|
|
$
|
11,205
|
|
|
$
|
9,814
|
|
(1)
|
The
year ended
March 31, 2019
excludes hurricane-related reimbursements of
$3 million
of postpaid service revenue,
$6 million
of cost of services, and
$1 million
of selling, general and administrative expenses. The
year ended
March 31, 2018
excludes
$25 million
of hurricane-related postpaid service contra-revenue,
$8 million
of hurricane-related prepaid service contra-revenue,
$48 million
of cost of services, and
$21 million
of selling, general and administrative expenses. In addition, the
year ended
March 31, 2018
excludes a
$51 million
charge from costs of services related to a regulatory fee matter.
|
(2)
|
Sprint is no longer reporting Lifeline subscribers due to regulatory changes resulting in tighter program restrictions. We have excluded these subscribers from our subscriber base for all periods presented, including our Assurance Wireless prepaid brand and subscribers through our wholesale Lifeline mobile virtual network operators (MVNO). The above table reflects the reclassification of the related Assurance Wireless prepaid revenue from Prepaid service revenue to Wholesale, affiliate and other revenue of
$360 million
for the year ended March 31, 2017. Revenue associated with subscribers through our wholesale Lifeline MVNOs remains in Wholesale, affiliate and other revenue following this change.
|
•
|
revenue generated from each subscriber, which in turn is a function of the types and amount of services utilized by each subscriber and the rates charged for those services; and
|
•
|
the number of subscribers that we serve, which in turn is a function of our ability to retain existing subscribers and acquire new subscribers.
|
|
Year Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(subscribers in thousands)
|
|||||||
Average postpaid subscribers
|
32,318
|
|
|
31,720
|
|
|
31,272
|
|
Average prepaid subscribers
|
8,924
|
|
|
8,785
|
|
|
9,863
|
|
Average retail subscribers
|
41,242
|
|
|
40,505
|
|
|
41,135
|
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
ARPU
(1)
:
|
|
|
|
|
|
||||||
Postpaid
|
$
|
43.60
|
|
|
$
|
45.70
|
|
|
$
|
49.77
|
|
Prepaid
|
$
|
34.98
|
|
|
$
|
37.67
|
|
|
$
|
34.46
|
|
Average retail
|
$
|
41.73
|
|
|
$
|
44.03
|
|
|
$
|
46.10
|
|
(1)
|
ARPU is calculated by dividing service revenue by the sum of the monthly average number of subscribers in the applicable service category. Changes in average monthly service revenue reflect subscribers for either the postpaid or prepaid service category who change rate plans, the level of voice and data usage, the amount of service credits which are offered to subscribers, plus the net effect of average monthly revenue generated by new subscribers and deactivating subscribers.
|
|
June 30,
2016 |
|
Sept 30,
2016 |
|
Dec 31,
2016 |
|
March 31,
2017 |
|
June 30,
2017 |
|
Sept 30,
2017 |
|
Dec 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
Sept 30,
2018 |
|
Dec 31,
2018 |
|
March 31,
2019 |
||||||||||||
Net additions (losses) (in thousands)
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postpaid
|
180
|
|
|
344
|
|
|
405
|
|
|
(118
|
)
|
|
(39
|
)
|
|
168
|
|
|
256
|
|
|
39
|
|
|
123
|
|
|
109
|
|
|
309
|
|
|
169
|
|
Prepaid
|
(306
|
)
|
|
(449
|
)
|
|
(460
|
)
|
|
195
|
|
|
35
|
|
|
95
|
|
|
63
|
|
|
170
|
|
|
3
|
|
|
(14
|
)
|
|
(173
|
)
|
|
(30
|
)
|
Wholesale and affiliates
|
728
|
|
|
704
|
|
|
619
|
|
|
291
|
|
|
65
|
|
|
115
|
|
|
66
|
|
|
(165
|
)
|
|
(69
|
)
|
|
(115
|
)
|
|
(88
|
)
|
|
(147
|
)
|
Total Wireless
|
602
|
|
|
599
|
|
|
564
|
|
|
368
|
|
|
61
|
|
|
378
|
|
|
385
|
|
|
44
|
|
|
57
|
|
|
(20
|
)
|
|
48
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
End of period subscribers (in thousands)
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postpaid
(2)(3)(5)(6)
|
30,945
|
|
|
31,289
|
|
|
31,694
|
|
|
31,576
|
|
|
31,518
|
|
|
31,686
|
|
|
31,942
|
|
|
32,119
|
|
|
32,187
|
|
|
32,296
|
|
|
32,605
|
|
|
32,774
|
|
Prepaid
(3)(4)(5)(7)(8)(9)
|
10,636
|
|
|
10,187
|
|
|
8,493
|
|
|
8,688
|
|
|
8,719
|
|
|
8,765
|
|
|
8,997
|
|
|
8,989
|
|
|
9,033
|
|
|
9,019
|
|
|
8,846
|
|
|
8,816
|
|
Wholesale and affiliates
(2)(4)(5)(7)(10)(11)
|
11,782
|
|
|
12,486
|
|
|
13,084
|
|
|
13,375
|
|
|
13,461
|
|
|
13,576
|
|
|
13,642
|
|
|
13,517
|
|
|
13,347
|
|
|
13,232
|
|
|
13,044
|
|
|
12,897
|
|
Total Wireless
|
53,363
|
|
|
53,962
|
|
|
53,271
|
|
|
53,639
|
|
|
53,698
|
|
|
54,027
|
|
|
54,581
|
|
|
54,625
|
|
|
54,567
|
|
|
54,547
|
|
|
54,495
|
|
|
54,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supplemental data - connected devices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
End of period subscribers (in thousands)
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail postpaid
|
1,822
|
|
|
1,874
|
|
|
1,960
|
|
|
2,001
|
|
|
2,091
|
|
|
2,158
|
|
|
2,259
|
|
|
2,335
|
|
|
2,429
|
|
|
2,585
|
|
|
2,821
|
|
|
3,121
|
|
Wholesale and affiliates
|
9,244
|
|
|
9,951
|
|
|
10,594
|
|
|
10,880
|
|
|
11,100
|
|
|
11,221
|
|
|
11,272
|
|
|
11,162
|
|
|
10,963
|
|
|
10,838
|
|
|
10,563
|
|
|
10,384
|
|
Total
|
11,066
|
|
|
11,825
|
|
|
12,554
|
|
|
12,881
|
|
|
13,191
|
|
|
13,379
|
|
|
13,531
|
|
|
13,497
|
|
|
13,392
|
|
|
13,423
|
|
|
13,384
|
|
|
13,505
|
|
(1)
|
A subscriber is defined as an individual line of service associated with each device activated by a customer. Subscribers that transfer from their original service category classification to another service category are reflected as a net loss to the original service category and a net addition to their new service category. There is no net effect for such subscriber changes to the total wireless net additions (losses) or end of period subscribers.
|
(2)
|
End of period connected devices are included in retail postpaid or wholesale and affiliates end of period subscriber totals for all periods presented.
|
(3)
|
During the three-month period ended March 31, 2018, 167,000 non-Sprint branded prepaid subscribers on installment billing were transferred from prepaid to postpaid end of period subscriber totals. During the three-month period ended June 30, 2018, we ceased selling devices in our installment billing program under one of our brands and as a result,45,000 subscribers were migrated back to prepaid. See "Subscriber Results" below for more information.
|
(4)
|
Sprint is no longer reporting Lifeline subscribers due to regulatory changes resulting in tighter program restrictions. We have excluded these subscribers from our subscriber base for all periods presented, including our Assurance Wireless prepaid brand and subscribers through our wholesale Lifeline MVNOs.
|
(5)
|
As part of the Shentel transaction, 186,000 and 92,000 subscribers were transferred from postpaid and prepaid, respectively, to affiliates, of which 18,000 prepaid subscribers were subsequently excluded from our subscriber base as the result of the regulatory changes in the Lifeline program as noted in (4) above. An additional 270,000 of nTelos' subscribers are now part of our affiliate relationship with Shentel and are being reported in wholesale and affiliate subscribers during the three-month period ended June 30, 2016. In addition, during the three-month period ended June 30, 2017, 17,000 and 4,000 subscribers were transferred from postpaid and prepaid, respectively, to affiliates. During the three-month period ended March 31, 2018, 29,000 and 11,000 subscribers were transferred from postpaid and prepaid, respectively, to affiliates. During the three-month period ended June 30, 2018, 10,000 and 4,000 subscribers were transferred from postpaid and prepaid, respectively, to affiliates.
|
(6)
|
During the three-month period ended June 30, 2017, 2,000 Wi-Fi connections were adjusted from the postpaid subscriber base.
|
(7)
|
During the three-month period ended December 31, 2016, the Company aligned all prepaid brands, excluding Assurance Wireless but including prepaid affiliate subscribers, under one churn and retention program. As a result of this change, end of period prepaid and affiliate subscribers as of December 31, 2016 were reduced by 1,234,000 and 21,000, respectively. See "Subscriber Results" below for more information.
|
(8)
|
During the three-month period ended September 30, 2017, the Prepaid Data Share platform It's On was decommissioned as the Company continues to focus on higher value contribution offerings resulting in a 49,000 reduction to prepaid end of period subscribers.
|
(9)
|
During the three-month period ended December 31, 2017, prepaid end of period subscribers increased by 169,000 in conjunction with the PRWireless transaction.
|
(10)
|
Subscribers through some of our MVNO relationships have inactivity either in voice usage or primarily as a result of the nature of the device, where activity only occurs when data retrieval is initiated by the end-user and may occur infrequently. Although we continue to provide these subscribers access to our network through our MVNO relationships, approximately
3,009,000
subscribers at
March 31, 2019
through these MVNO relationships have been inactive for at least six months, with no associated revenue during the six-month period ended
March 31, 2019
.
|
(11)
|
On April 1, 2018,
115,000
wholesale subscribers were removed from the subscriber base with no impact to revenue. During the three-month period ended December 31, 2018, an additional
100,000
wholesale subscribers were removed from the subscriber base with no impact to revenue.
|
|
June 30,
2016 |
|
Sept 30,
2016 |
|
Dec 31,
2016 |
|
March 31,
2017 |
|
June 30,
2017 (2) |
|
Sept 30,
2017 |
|
Dec 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
Sept 30,
2018 |
|
Dec 31,
2018 |
|
March 31,
2019 |
||||||||||||
Monthly subscriber churn rate
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postpaid
|
1.56
|
%
|
|
1.52
|
%
|
|
1.67
|
%
|
|
1.75
|
%
|
|
1.65
|
%
|
|
1.72
|
%
|
|
1.80
|
%
|
|
1.78
|
%
|
|
1.63
|
%
|
|
1.78
|
%
|
|
1.85
|
%
|
|
1.81
|
%
|
Prepaid
|
5.39
|
%
|
|
5.59
|
%
|
|
5.74
|
%
|
|
4.69
|
%
|
|
4.57
|
%
|
|
4.83
|
%
|
|
4.63
|
%
|
|
4.30
|
%
|
|
4.17
|
%
|
|
4.74
|
%
|
|
4.83
|
%
|
|
4.37
|
%
|
(1)
|
Churn is calculated by dividing net subscriber deactivations for the quarter by the sum of the average number of subscribers for each month in the quarter. For postpaid accounts comprising multiple subscribers, such as family plans and enterprise accounts, net deactivations are defined as deactivations in excess of subscriber activations in a particular account within 30 days. Postpaid and Prepaid churn consist of both voluntary churn, where the subscriber makes his or her own determination to cease being a subscriber, and involuntary churn, where the subscriber's service is terminated due to a lack of payment or other reasons.
|
(2)
|
In the quarter ended June 30, 2017, the Company enhanced subscriber reporting to better align certain early-life gross activations and deactivations associated with customers who have not paid us after the initial subscriber transaction. This enhancement had no impact to net additions but did result in reporting lower gross additions and lower deactivations in the quarter. Without this enhancement, total postpaid churn in the quarter would have been 1.73% versus 1.65%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
June 30,
2016
|
|
Sept 30,
2016
|
|
Dec 31,
2016
|
|
March 31,
2017
|
|
June 30,
2017 |
|
Sept 30,
2017 |
|
Dec 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
Sept 30,
2018 |
|
Dec 31,
2018 |
|
March 31,
2019 |
||||||||||||||||||||||||
ARPU
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Postpaid
|
$
|
51.54
|
|
|
$
|
50.54
|
|
|
$
|
49.70
|
|
|
$
|
47.34
|
|
|
$
|
47.30
|
|
|
$
|
46.00
|
|
|
$
|
45.13
|
|
|
$
|
44.40
|
|
|
$
|
43.55
|
|
|
$
|
43.99
|
|
|
$
|
43.64
|
|
|
$
|
43.25
|
|
Prepaid
|
$
|
33.00
|
|
|
$
|
33.15
|
|
|
$
|
33.97
|
|
|
$
|
38.48
|
|
|
$
|
38.24
|
|
|
$
|
37.83
|
|
|
$
|
37.46
|
|
|
$
|
37.15
|
|
|
$
|
36.27
|
|
|
$
|
35.40
|
|
|
$
|
34.53
|
|
|
$
|
33.67
|
|
•
|
costs to operate and maintain our networks, including direct switch and cell site costs, such as rent, utilities, maintenance, labor costs associated with network employees, and spectrum frequency leasing costs;
|
•
|
fixed and variable interconnection costs, the fixed component of which consists of monthly flat-rate fees for facilities leased from local exchange carriers and other providers based on the number of cell sites and switches in service in a particular period and the related equipment installed at each site, and the variable component generally consists of per-minute use fees charged by wireline providers for calls terminating on their networks and fluctuates in relation to the level and duration of those terminating calls;
|
•
|
long distance costs paid to other carriers, and the Wireline segment through fiscal year 2017;
|
•
|
regulatory fees;
|
•
|
roaming fees paid to other carriers; and
|
•
|
fixed and variable costs relating to payments to third parties for the subscriber use of their proprietary data applications, such as messaging, music and cloud services and connected vehicle fees.
|
|
Year Ended March 31,
|
||||||||||
Wireline Segment (Loss) Earnings
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Total net service revenues
|
$
|
1,296
|
|
|
$
|
1,579
|
|
|
$
|
2,043
|
|
Cost of services
|
(1,141
|
)
|
|
(1,427
|
)
|
|
(1,686
|
)
|
|||
Selling, general and administrative expense
|
(224
|
)
|
|
(270
|
)
|
|
(238
|
)
|
|||
Total net operating expenses
|
(1,365
|
)
|
|
(1,697
|
)
|
|
(1,924
|
)
|
|||
Wireline segment (loss) earnings
|
$
|
(69
|
)
|
|
$
|
(118
|
)
|
|
$
|
119
|
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
10,429
|
|
|
$
|
10,062
|
|
|
$
|
(3,290
|
)
|
Net cash used in investing activities
|
$
|
(9,542
|
)
|
|
$
|
(6,135
|
)
|
|
$
|
(1,695
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(483
|
)
|
|
$
|
(210
|
)
|
|
$
|
5,286
|
|
•
|
projected revenues and expenses relating to our operations, including those related to our installment billing and leasing programs;
|
•
|
anticipated levels and timing of capital expenditures, including assumptions regarding lower unit costs, network capacity additions and upgrades, and the deployment of new technologies in our networks, FCC license acquisitions, and purchases of leased devices;
|
•
|
scheduled principal payments on debt, credit facilities and financing obligations, including
$27.9 billion
coming due over the next five fiscal years;
|
•
|
cash needs related to our installment billing and device leasing programs;
|
•
|
availability under the Receivables Facility, which terminates in June 2020;
|
•
|
availability of our
$2.0 billion
secured revolving bank credit facility, which expires in February 2021, less outstanding letters of credit;
|
•
|
remaining availability of
$96 million
of our secured equipment credit facility for eligible capital expenditures, and any corresponding principal, interest, and fee payments;
|
•
|
raising additional funds from external sources;
|
•
|
the expected use of cash and cash equivalents in the near-term;
|
•
|
any additional contributions we may make to our pension plan;
|
•
|
estimated residual values of devices related to our device leasing program; and
|
•
|
other future contractual obligations and general corporate expenditures.
|
|
|
Rating
|
||||||||||
Rating Agency
|
|
Issuer Rating
|
|
Unsecured Notes
|
|
Guaranteed Notes
|
|
Secured Bank Credit Facility
|
|
Spectrum Notes
|
|
Outlook
|
Moody's
|
|
B2
|
|
B3
|
|
B1
|
|
Ba2
|
|
Baa2
|
|
Watch Positive
|
Standard and Poor's
|
|
B
|
|
B
|
|
B+
|
|
BB-
|
|
N/A
|
|
Watch Developing
|
Fitch
|
|
B+
|
|
B+
|
|
BB
|
|
BB+
|
|
BBB
|
|
Watch Positive
|
Future Contractual Obligations
|
|
Total
|
|
Fiscal Year 2019
|
|
Fiscal Year 2020
|
|
Fiscal Year 2021
|
|
Fiscal Year 2022
|
|
Fiscal Year 2023
|
|
Fiscal Year
2024 and thereafter
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Notes and credit facilities
(1)
|
|
$
|
52,156
|
|
|
$
|
6,678
|
|
|
$
|
7,160
|
|
|
$
|
6,746
|
|
|
$
|
4,627
|
|
|
$
|
12,116
|
|
|
$
|
14,829
|
|
Capital leases and financing obligations
(2)
|
|
560
|
|
|
262
|
|
|
150
|
|
|
92
|
|
|
44
|
|
|
12
|
|
|
—
|
|
|||||||
Operating leases
(3)
|
|
11,767
|
|
|
2,277
|
|
|
2,199
|
|
|
1,793
|
|
|
1,358
|
|
|
1,039
|
|
|
3,101
|
|
|||||||
Spectrum leases and service credits
(4)
|
|
6,728
|
|
|
280
|
|
|
255
|
|
|
273
|
|
|
267
|
|
|
273
|
|
|
5,380
|
|
|||||||
Purchase orders and other commitments
(5)
|
|
10,664
|
|
|
7,236
|
|
|
1,004
|
|
|
531
|
|
|
310
|
|
|
247
|
|
|
1,336
|
|
|||||||
Total
|
|
$
|
81,875
|
|
|
$
|
16,733
|
|
|
$
|
10,768
|
|
|
$
|
9,435
|
|
|
$
|
6,606
|
|
|
$
|
13,687
|
|
|
$
|
24,646
|
|
(1)
|
Includes outstanding principal and estimated interest payments. Interest payments are based on management's expectations for future interest rates in the case of any variable rate debt.
|
(2)
|
Represents payments, including estimated interest, on financing obligations related to the sale-leaseback of multiple tower sites, capital leases and other debt obligations.
|
(3)
|
Includes future lease payments related to cell and switch sites, real estate, network equipment and office space.
|
(4)
|
Includes future spectrum lease payments as well as service credits related to commitments to provide services to certain lessors and reimburse lessors for certain capital equipment and third-party service expenditures over the term of the lease.
|
(5)
|
Includes service, spectrum, network equipment, devices, asset retirement obligations and other executory contracts. Excludes blanket purchase orders in the amount of
$54 million
. See below for further discussion.
|
•
|
Determination of transaction price - we include any fixed and determinable charges per our contracts as part of the total transaction price. To the extent that variable consideration is not constrained, we include a probability-weighted estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not accept non-cash consideration from our customers as direct payment for the purchase of equipment at contract inception or for the purchase of ongoing services. Subject to certain restrictions, we may purchase used equipment from customers entering into a new subscriber contract. Our payment for the purchase of this used equipment may not equal its market value. In those circumstances, the expected difference between the purchase price and the market value of the used equipment is treated as an adjustment to the total transaction price of the customer's contract at contract inception.
|
•
|
Assessment of estimates of variable consideration - our Wireless contracts generally do not involve variable consideration which must be allocated amongst performance obligations at contract inception, other than expected adjustments to the total transaction price related to (a) customer equipment rebates; (b) customer retention credits; and (c) product returns and service refunds, all of which we are able to reasonably estimate at contract inception based upon historical experience with similar or identical contracts and similar or identical customers. Our Wireline contracts are generally not subject to significant amounts of variable consideration. We do not consider any of our variable consideration to be constrained for the purpose of estimating the total transaction price to be allocated to our performance obligations.
|
•
|
Allocation of transaction price - we allocate the total transaction price in our contracts amongst performance obligations based upon the relative standalone selling prices of those performance obligations. We use observable external pricing of performance obligations when sold on a standalone basis as evidence of standalone selling prices. Discounts and premiums built into our transaction prices are typically allocated proportionately to all performance obligations within the contracts, exclusive of performance obligations for the delivery of accessories, which are consistently sold at a standalone selling price regardless of bundling, and with the exception of estimated Wireless customer retention credits, which are treated as a reduction in the portion of the total transaction price allocated to service revenue.
|
•
|
Measurement of returns, refunds, and other similar obligations are estimated separately for separate product and service types based upon historical experience with similar contracts and similar types of customers. The total transaction price is reduced by the amount estimated as a return, refund, or other similar obligation in relation to the sale. This amount is recorded as a current liability, unless and until our estimates have changed or the relevant obligation has been satisfied.
|
•
|
the failure to obtain, or delays in obtaining, required regulatory approvals for the Merger Transactions, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger, or the failure to satisfy any of the other conditions to the Merger Transactions on a timely basis or at all;
|
•
|
the occurrence of events that may give rise to a right of one or both of the parties to terminate the Business Combination Agreement;
|
•
|
the diversion of management and financial resources toward the completion of the Merger Transactions;
|
•
|
adverse effects on the market price of our common stock or on our or T-Mobile’s operating results because of a failure to complete the Merger Transactions in the anticipated timeframe or at all;
|
•
|
inability to obtain the financing contemplated to be obtained in connection with the Merger Transactions on the expected terms or timing;
|
•
|
the ability of us, T-Mobile and the combined company to make payments on debt, repay existing or future indebtedness when due, comply with the covenants contained therein or retain sufficient business flexibility;
|
•
|
adverse changes in the ratings of our or T-Mobile’s debt securities or adverse conditions in the credit markets;
|
•
|
negative effects of the announcement, pendency or consummation of the Merger Transactions on the market price of our common stock and on our or T-Mobile’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships;
|
•
|
potential conflicts of interests between our directors and executive officers and our stockholders;
|
•
|
significant costs related to the Merger Transactions, including financing costs, and unknown liabilities;
|
•
|
failure to realize the expected benefits and synergies of the Merger Transactions in the expected timeframes or at all;
|
•
|
costs or difficulties related to the integration of our and T-Mobile’s networks and operations;
|
•
|
the risk of litigation or regulatory actions related to the Merger Transactions;
|
•
|
the inability of us, T-Mobile or the combined company to retain and hire key personnel;
|
•
|
the risk that certain contractual restrictions contained in the Business Combination Agreement during the pendency of the Merger Transactions could adversely affect our or T-Mobile’s ability to pursue business opportunities or strategic transactions;
|
•
|
our ability to obtain additional financing on terms acceptable to us, or at all, or to obtain T-Mobile’s consent under the contractual restrictions contained in the Business Combination Agreement;
|
•
|
our ability to continue to receive the expected benefits of our existing financings;
|
•
|
failure to improve our ability to retain and attract subscribers and to manage credit risks associated with our subscribers;
|
•
|
the effective implementation of our 5G network, including timing, scale, execution, technologies, costs, spectrum availability, and performance of our network;
|
•
|
ability to continue to access spectrum and acquire additional spectrum, including certain low-band frequencies;
|
•
|
failure to improve subscriber churn, bad debt expense, accelerated cash use, costs and write-offs, including with respect to changes in expected residual values related to any of our devices;
|
•
|
the ability to generate sufficient cash flow to fully implement our 5G network and service plans, improve our operating margins, implement our business strategies, and provide competitive new technologies;
|
•
|
our ability to deploy a nationwide 5G network on the scale and on the timeline necessary for us to compete effectively with our competitors, if the Merger Transactions are not consummated;
|
•
|
our ability to have the scale necessary to successfully compete;
|
•
|
our ability to maintain a sufficiently large subscriber base necessary to support the needs of a competitive nationwide wireless network and the associated high costs;
|
•
|
the effects of vigorous competition on a highly penetrated market, including the impact of competition on the prices we are able to charge subscribers for services and devices we provide and on the geographic areas served by our network;
|
•
|
the impact of installment sales and leasing of handsets;
|
•
|
the overall demand for our service plans, including the impact of decisions of new or existing subscribers between our service offerings; and the impact of new, emerging, and competing technologies on our business;
|
•
|
our ability to provide the desired mix of integrated services to our subscribers;
|
•
|
changes in available technology and the effects of such changes, including product substitutions and deployment costs and performance;
|
•
|
volatility in the trading price of our common stock, including as a result of the Merger Transactions, current economic conditions, and our ability to access capital;
|
•
|
the impact of various parties not meeting our business requirements, including a significant adverse change in the ability or willingness of such parties to provide service and products, including distribution, or infrastructure equipment for our network;
|
•
|
the costs and business risks associated with providing new services and entering new geographic markets;
|
•
|
the effects of the Merger Transactions or any other future merger or acquisition involving us, as well as the effect of mergers, acquisitions, and consolidations, and new entrants in the communications industry, and unexpected announcements or developments from others in our industry;
|
•
|
our ability to comply with restrictions imposed by the U.S. Government as a condition to our merger with SoftBank;
|
•
|
the effects of any material impairment of our goodwill or other indefinite-lived intangible assets;
|
•
|
the impacts of new accounting standards or changes to existing standards that the Financial Accounting Standards Board or other regulatory agencies issue, including the SEC;
|
•
|
unexpected results of litigation filed against us or our suppliers or vendors;
|
•
|
the costs or potential customer impact of compliance with regulatory mandates including any government regulation regarding "net neutrality" or data privacy;
|
•
|
equipment failure, natural disasters, terrorist acts or breaches of network or information technology security;
|
•
|
one or more of the markets in which we compete being impacted by changes in political, economic, or other factors such as monetary policy, legal and regulatory changes, or other external factors over which we have no control;
|
•
|
the impact of being a "controlled company" exempt from many corporate governance requirements of the NYSE; and
|
•
|
other risks referenced from time to time in this report and other filings of ours with the SEC.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
Number of Securities
To be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and
Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
|
||
|
(a)
|
|
(b)
|
|
(c)
|
|
||
Equity compensation plans approved by stockholders of common stock
|
93,537,298
|
|
(1)(2)
|
$5.36
|
(3)
|
190,090,924
|
|
(4)(5)(6)
|
(1)
|
Includes
7,964,590
shares covered by options and
70,566,251
restricted stock units under the 2015 Plan,
14,038,869
shares covered by options and
123,824
restricted stock units under the 2007 Plan, and
25,835
restricted stock units outstanding under the 1997 Program. Also includes purchase rights to acquire
817,929
shares of common stock accrued at
March 31, 2019
under the ESPP. Under the ESPP, each eligible employee may purchase common stock at quarterly intervals at a purchase price per share equal to 85% of the market value on the last business day of the offering period.
|
(2)
|
Included in the total of
93,537,298
shares are
123,824
restricted stock units under the 2007 Plan, which will be counted against the 2007 Plan maximum in a 2.5 to 1 ratio.
|
(3)
|
The weighted average exercise price does not take into account the shares of common stock issuable upon vesting of restricted stock units issued under the 1997 Program, the 2007 Plan or the 2015 Plan. These restricted stock units have no exercise price. The weighted average purchase price also does not take into account the
817,929
shares of common stock issuable as a result of the purchase rights accrued under the ESPP; the purchase price of these shares was
$4.90
for each share.
|
(4)
|
Of these shares,
125,340,915
shares of common stock were available under the 2015 Plan. Through
March 31, 2019
,
172,934,341
cumulative shares came from the 2007 Plan, the 1997 Program and predecessor plans, including the Nextel Plan.
|
(5)
|
Includes
64,750,009
shares of common stock available for issuance under the ESPP after issuance of the
817,929
shares purchased in the quarter ended
March 31, 2019
offering. See note 1 above.
|
(6)
|
No new awards may be granted under the 2007 Plan or the 1997 Program.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
1.
|
The consolidated financial statements of Sprint Corporation filed as part of this annual report are listed in the Index to Consolidated Financial Statements.
|
2.
|
The exhibits filed as part of this annual report are listed in the Exhibit Index.
|
Item 16.
|
Form 10-K Summary
|
SPRINT CORPORATION
(Registrant)
|
||
|
|
|
By
|
/s/ M
ICHEL
C
OMBES
|
|
|
|
Michel Combes
Chief Executive Officer and President
|
/s/ M
ICHEL
C
OMBES
|
Michel Combes
Chief Executive Officer and President
(Principal Executive Officer)
|
|
/s/ A
NDREW
D
AVIES
|
Andrew Davies
Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ P
AUL
W. S
CHIEBER,
J
R.
|
Paul W. Schieber, Jr.
Vice President and Controller
(Principal Accounting Officer)
|
/s/ M
ARCELO
C
LAURE
|
|
/s/ M
ASAYOSHI
S
ON
|
Marcelo Claure, Executive Chairman
|
|
Masayoshi Son, Director
|
|
|
|
/s/ R
ONALD
D. F
ISHER
|
|
/s/ M
ICHEL
C
OMBES
|
Ronald D. Fisher, Vice Chairman
|
|
Michel Combes, Director
|
|
|
|
/s/ P
ATRICK
T. D
OYLE
|
|
/s/ G
ORDON
M. B
ETHUNE
|
Patrick T. Doyle, Director
|
|
Gordon M. Bethune, Director
|
|
|
|
/s/ J
ULIUS
G
ENACHOWSKI
|
|
/s/ S
TEPHEN
K
APPES
|
Julius Genachowski, Director
|
|
Stephen Kappes, Director
|
|
|
|
/s/ A
DMIRAL
M
ICHAEL
G. M
ULLEN
|
|
/s/ S
ARA
M
ARTINEZ
T
UCKER
|
Admiral Michael G. Mullen, Director
|
|
Sara Martinez Tucker, Director
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
|
Fourth Supplemental Indenture, dated as of May 18, 2018, by and among Sprint Capital Corporation, Sprint Communications, Inc., and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
5/18/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indenture, dated as of November 20, 2006, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
11/9/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of November 9, 2011, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
11/9/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Second Supplemental Indenture, dated as of November 9, 2011, by and among Sprint Nextel Corporation, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.3
|
|
|
11/9/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Third Supplemental Indenture, dated as of March 1, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
3/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Supplemental Indenture, dated as of March 1, 2012, by and among Sprint Nextel Corporation, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
3/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Fifth Supplemental Indenture, dated as of August 14, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
8/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Sixth Supplemental Indenture, dated as of November 14, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
11/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seventh Supplemental Indenture, dated as of November 20, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
11/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Eighth Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.4
|
|
|
9/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Ninth Supplemental Indenture, dated as of June 26, 2014, by and between Bright PCS Holdings, Inc., Bright Personal Communications Services, LLC, Horizon Personal Communications, Inc., iPCS Equipment, Inc., iPCS Wireless, Inc., Pinsight Media+, Inc., OneLouder Apps, Inc., iPCS, Inc., Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
10-Q
|
|
001-04721
|
|
4.1
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenth Supplemental Indenture, dated as of August 9, 2016, by and among Virgin Mobile USA - Evolution, Inc., as new guarantor, Sprint Communications, Inc., The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
10-Q
|
|
001-04721
|
|
4.4
|
|
|
2/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
|
Eleventh Supplemental Indenture, dated as of November 16, 2016, by and among Sprint Communications, Inc., The Bank of New York Mellon Trust Company, N.A., as trustee and certain subsidiaries of Sprint Corporation as new guarantors
|
|
10-Q
|
|
001-04721
|
|
4.5
|
|
|
2/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelfth Supplemental Indenture, dated as of June 30, 2017, by and among Sprint Communications, Inc., The Bank of New York Mellon Trust Company, N.A., as trustee, and a subsidiary of Sprint Corporation as a new guarantor
|
|
10-Q
|
|
001-04721
|
|
4.1
|
|
|
8/3/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteenth Supplemental Indenture, dated as of May 14, 2018, by and between Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
5/14/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indenture, dated as of September 11, 2013, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
9/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
First Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
9/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Second Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.3
|
|
|
9/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Supplemental Indenture, dated as of December 12, 2013, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
12/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Fourth Supplemental Indenture, dated as of February 24, 2015, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
2/24/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fifth Supplemental Indenture, dated as of February 22, 2018, by and among Sprint Corporation, Sprint Communications, Inc., and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
2/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sixth Supplemental Indenture, dated as of May 14, 2018, by and between Sprint Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
5/14/2018
|
|
|
|
|
Indenture, dated as of October 27, 2016, among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of March 12, 2018, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
3/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
|
Second Supplemental Indenture, dated as of June 6, 2018, to the Indenture, dated as of October 27, 2016, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas as trustee and securities intermediary
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
6/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Supplemental Indenture, dated as of December 10, 2018, by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary
|
|
10-Q
|
|
001-04721
|
|
4.1
|
|
|
1/31/2019
|
|
|
|
|
Series 2016-1 Supplement, dated as of October 27, 2016, among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Supplemental Indenture to the Series 2016-1 Supplement, dated as of March 21, 2018 by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.
|
|
8-K
|
|
001-04721
|
|
10.2
|
|
|
3/21/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Series 2016-1 3.360% Senior Secured Notes, Class A-1 (included in Exhibit 4.31)
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 2018-1 Supplement, dated as of March 21, 2018 by and among Sprint Spectrum Co LLC, Sprint Spectrum Co II LLC, Sprint Spectrum Co III LLC and Deutsche Bank Trust Company Americas, as trustee and securities intermediary.
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
3/21/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Series 2018-1 4.738% Senior Secured Notes, Class A-1 (included in Exhibit 4.34)
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
3/21/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Series 2018-1 5.152% Senior Secured Notes, Class A-2 (included in Exhibit 4.34)
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
3/21/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of Sprint Common Stock
|
|
|
|
|
|
|
|
|
|
*
|
||
(10) Material Contracts
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Receivables Purchase Agreement, dated as of April 24, 2015, among Sprint Spectrum L.P., individually and as Servicer, the Sellers party thereto, the various Conduit Purchasers, Committed Purchasers, and Purchaser Agents from time to time party thereto, Mizuho Bank Ltd. as Administrative Agent and Collateral Agent and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
4/27/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
|
Second Amended and Restated Receivables Purchase Agreement, dated as of November 19, 2015, by and among Sprint Spectrum L.P., as servicer, certain Sprint special purpose entities, as sellers, certain commercial paper conduits and financial institutions from time to time party thereto, as purchaser agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, SMBC Nikko Securities America, Inc., as administrative agent, and Mizuho Bank, Ltd., as administrative agent and collateral agent
|
|
8-K
|
|
001-04721
|
|
10.6
|
|
|
11/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2016, by and among Sprint Spectrum L.P., as initial servicer, the Sellers party thereto, the various Conduit Purchasers, Committed Purchasers and Purchaser Agents party thereto, Mizuho Bank, Ltd., as Collateral Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as SCC Administrative Agent, and SMBC Nikko Securities America, Inc. as Lease Administrative Agent
|
|
10-Q
|
|
001-04721
|
|
10.6
|
|
|
2/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of February 3, 2017, by and among Sprint Spectrum L.P., as servicer, certain Sprint Corporation special purpose entities, as sellers, certain commercial paper conduits and financial institutions from time to time party thereto, as purchasers, the entities from time to time party thereto as purchaser agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, SMBC Nikko Securities America, Inc., as administrative agent, and Mizuho Bank, Ltd., as administrative agent and collateral agent
|
|
8-K
|
|
001-04721
|
|
10.2
|
|
|
2/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of October 24, 2017, by and among Sprint Spectrum L.P., as servicer, certain Sprint Corporation special purpose entities, as sellers, certain commercial paper conduits and financial institutions from time to time party thereto, as purchaser agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, SMBC Nikko Securities America, Inc., as administrative agent, and Mizuho Bank, Ltd., as administrative agent and collateral agent
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
11/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Amended and Restated Receivables Purchase Agreement, dated as of June 29, 2018, by and among Sprint Spectrum L.P., as servicer, certain Sprint Corporation special purpose entities, as sellers, certain commercial paper conduits and financial institutions from time to time party thereto, as purchaser agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, SMBC Nikko Securities America, Inc., as administrative agent, and Mizuho Bank, Ltd., as administrative agent and collateral agent
|
|
10-Q
|
|
001-04721
|
|
10.4
|
|
|
8/7/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
|
First Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of December 20, 2018, by and among Sprint Spectrum L.P., as servicer, certain Sprint Corporation special purpose entities, as sellers, certain commercial paper conduits and financial institutions from time to time party thereto, as purchaser agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, SMBC Nikko Securities America, Inc., as administrative agent, and Mizuho Bank, Ltd., as administrative agent and collateral agent
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
1/31/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Receivables Sale Agreement, dated as of April 24, 2015, between Sprint Spectrum L.P., as an Originator and as Servicer, the other Originators from time to time party thereto and the Buyers from time to time party thereto
|
|
8-K
|
|
001-04721
|
|
10.2
|
|
|
4/27/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Amended and Restated Receivables Sale and Contribution Agreement, dated as of November 19, 2015, by and among certain Sprint subsidiaries as originators and special purpose entities
|
|
8-K
|
|
001-04721
|
|
10.7
|
|
|
11/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Amendment to Second Amended and Restated Receivables Sale and Contribution Agreement, dated as of February 3, 2017, by and among Sprint Spectrum L.P., as servicer, and certain Sprint Corporation subsidiaries, as originators and sellers, and certain special purpose entities, as purchasers
|
|
8-K
|
|
001-04721
|
|
10.3
|
|
|
2/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Amendment to Second Amended and Restated Receivables Sale and Contribution Agreement, dated October 24, 2017, by and among Sprint Spectrum L.P., as servicer, and certain Sprint Corporation subsidiaries, as originators and sellers, and certain special purpose entities, as purchasers
|
|
10-Q
|
|
001-04721
|
|
10.2
|
|
|
11/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Amended and Restated Receivables Sale and Contribution Agreement, dated as of June 29, 2018, by and among Sprint Spectrum L.P., as servicer, and certain Sprint Corporation subsidiaries, as originators and sellers, and certain special purpose entities, as purchasers
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
8/7/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Amendment to Third Amended and Restated Receivables Sale and Contribution Agreement, dated as of December 20, 2018, by and among Sprint Spectrum L.P., as servicer, certain Sprint Corporation subsidiaries, as originators and sellers, and certain special purchase entities, as purchasers, certain commercial paper conduits and financial institutions from time to time party thereto, and Mizuho Bank, Ltd.
|
|
10-Q
|
|
001-04721
|
|
10.2
|
|
|
1/31/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Agreement, dated as of February 3, 2017, by and among Sprint Communications, Inc., as Borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
2/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
|
Consent, dated as of February 9, 2018, by and among Sprint Communications, Inc., as Borrower, JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to the Credit Agreement dated as of February 3, 2017
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
2/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental Facility Amendment, dated as of November 26, 2018, by and among Sprint Communications, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the guarantors party thereto and the lenders party thereto, to the Credit Agreement dated as of February 3, 2017
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
11/27/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental Facility Amendment, dated as of February 26, 2019, by and among Sprint Communications, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the guarantors party thereto and the lenders party thereto, to the Credit Agreement dated as of February 3, 2017
|
|
|
|
|
|
|
|
|
|
*
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantee and Collateral Agreement, dated October 27, 2016, among Deutsche Bank Trust Company Americas, Sprint Spectrum PledgeCo LLC, Sprint Spectrum PledgeCo II LLC, Sprint Spectrum PledgeCo III LLC, Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC.
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intra-Company Spectrum Lease Agreement, dated as of October 27, 2016, among Sprint Spectrum License Holder LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC and the guarantors named therein
|
|
8-K
|
|
001-04721
|
|
10.2
|
|
|
11/2/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Amendment to Intra-Company Spectrum Lease Agreement, dated as of March 12, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC and the guarantors named therein
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
3/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Amendment to Intra-Company Spectrum Lease Agreement, dated as of June 6, 2018, among Sprint Spectrum License Holder, LLC, Sprint Spectrum License Holder II LLC and Sprint Spectrum License Holder III LLC, Sprint Communications, Inc., Sprint Intermediate HoldCo LLC, Sprint Intermediate HoldCo II LLC, Sprint Intermediate HoldCo III LLC, Sprint Corporation and the subsidiary guarantors named on the signature pages thereto
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
6/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Agreement for Sprint Corporation Common Stock, dated as of July 10, 2013, by and between Sprint Corporation and Starburst I, Inc.
|
|
8-K
|
|
001-04721
|
|
10.6
|
|
|
7/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
|
Second Amendment to Employment Agreement, effective July 27, 2015, by and between Sprint Corporation and John C. Saw
|
|
10-Q
|
|
001-04721
|
|
10.1
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Amendment to Amended Employment Agreement, effective December 15, 2017, by and between John C. Saw and Sprint Corporation
|
|
10-Q
|
|
001-04721
|
|
10.6
|
|
|
2/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Amendment to Employment Agreement, dated August 8, 2018, by and between John C. Saw and Sprint Corporation
|
|
10-Q
|
|
001-04721
|
|
10.4
|
|
|
11/7/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Agreement Regarding Special Compensation and Post Employment Restrictive Covenants, dated December 31, 2008, by and between Sprint Nextel Corporation and Paul W. Schieber
|
|
10-K
|
|
001-04721
|
|
10.80
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Amendment to Amended and Restated Agreement Regarding Special Compensation and Post Employment Restrictive Covenants, dated December 11, 2012, by and between Sprint Nextel Corporation and Paul W. Schieber
|
|
10-K
|
|
001-04721
|
|
10.81
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retention Award Letter for Paul Schieber effective October 17, 2017
|
|
10-Q
|
|
001-04721
|
|
10.7
|
|
|
2/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment Agreement, dated May 31, 2015, by and between Sprint Corporation and Kevin Crull
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
8/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amendment to Employment Agreement, effective January 3, 2018, by and between Kevin Crull and Sprint Corporation
|
|
8-K
|
|
001-04721
|
|
10.3
|
|
|
1/4/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Compensation Committee approval of additional monthly flight hours as provided under the Amended and Restated Employment Agreement, effective as of August 11, 2015, by and between Sprint Corporation and Raul Marcelo Claure
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
8/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Award Agreement (awarding restricted stock units) under the 2015 Omnibus Incentive Plan with covenants and restrictions to executive officers
|
|
10-Q
|
|
001-04721
|
|
10.4
|
|
|
8/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Turnaround Incentive Award Agreement (awarding performance-based restricted stock units) under the 2015 Omnibus Incentive Plan for certain executive officers with proration after two years
|
|
10-Q
|
|
001-04721
|
|
10.6
|
|
|
8/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Turnaround Incentive Award Agreement (awarding performance-based restricted stock units) under the 2015 Omnibus Incentive Plan with proration after two years
|
|
10-Q
|
|
001-04721
|
|
10.1
|
|
|
11/1/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Turnaround Incentive Award Agreement (awarding performance-based restricted stock units) under the 2015 Amended and Restated Omnibus Incentive Plan
|
|
10-Q
|
|
001-04721
|
|
10.2
|
|
|
8/3/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Award Agreement (awarding stock options) under the 2015 Amended and Restated Omnibus Incentive Plan with covenants and restrictions to executive officers without special compensation arrangements
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
8/3/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Filed or furnished, as required.
|
**
|
Filing excludes certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
|
|
Page
Reference
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions, except share and per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,982
|
|
|
$
|
6,610
|
|
Short-term investments
|
67
|
|
|
2,354
|
|
||
Accounts and notes receivable, net
|
3,554
|
|
|
3,711
|
|
||
Device and accessory inventory
|
999
|
|
|
1,003
|
|
||
Prepaid expenses and other current assets
|
1,289
|
|
|
575
|
|
||
Total current assets
|
12,891
|
|
|
14,253
|
|
||
Property, plant and equipment, net
|
21,201
|
|
|
19,925
|
|
||
Costs to acquire a customer contract
|
1,559
|
|
|
—
|
|
||
Intangible assets
|
|
|
|
||||
Goodwill
|
4,598
|
|
|
6,586
|
|
||
FCC licenses and other
|
41,465
|
|
|
41,309
|
|
||
Definite-lived intangible assets, net
|
1,769
|
|
|
2,465
|
|
||
Other assets
|
1,118
|
|
|
921
|
|
||
Total assets
|
$
|
84,601
|
|
|
$
|
85,459
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,961
|
|
|
$
|
3,409
|
|
Accrued expenses and other current liabilities
|
3,597
|
|
|
3,962
|
|
||
Current portion of long-term debt, financing and capital lease obligations
|
4,557
|
|
|
3,429
|
|
||
Total current liabilities
|
12,115
|
|
|
10,800
|
|
||
Long-term debt, financing and capital lease obligations
|
35,366
|
|
|
37,463
|
|
||
Deferred tax liabilities
|
7,556
|
|
|
7,294
|
|
||
Other liabilities
|
3,437
|
|
|
3,483
|
|
||
Total liabilities
|
58,474
|
|
|
59,040
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, voting, par value $0.01 per share, 9.0 billion authorized, 4.081 billion and 4.005 billion issued at March 31, 2019 and 2018
|
41
|
|
|
40
|
|
||
Paid-in capital
|
28,306
|
|
|
27,884
|
|
||
Accumulated deficit
|
(1,883
|
)
|
|
(1,255
|
)
|
||
Accumulated other comprehensive loss
|
(392
|
)
|
|
(313
|
)
|
||
Total stockholders' equity
|
26,072
|
|
|
26,356
|
|
||
Noncontrolling interests
|
55
|
|
|
63
|
|
||
Total equity
|
26,127
|
|
|
26,419
|
|
||
Total liabilities and equity
|
$
|
84,601
|
|
|
$
|
85,459
|
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net operating revenues:
|
|
|
|
|
|
||||||
Service
|
$
|
22,857
|
|
|
$
|
23,834
|
|
|
$
|
25,368
|
|
Equipment sales
|
5,606
|
|
|
4,524
|
|
|
4,684
|
|
|||
Equipment rentals
|
5,137
|
|
|
4,048
|
|
|
3,295
|
|
|||
|
33,600
|
|
|
32,406
|
|
|
33,347
|
|
|||
Net operating expenses:
|
|
|
|
|
|
||||||
Cost of services (exclusive of depreciation and amortization included below)
|
6,664
|
|
|
6,801
|
|
|
7,861
|
|
|||
Cost of equipment sales
|
6,082
|
|
|
6,109
|
|
|
6,583
|
|
|||
Cost of equipment rentals (exclusive of depreciation below)
|
643
|
|
|
493
|
|
|
975
|
|
|||
Selling, general and administrative
|
7,774
|
|
|
8,087
|
|
|
7,994
|
|
|||
Depreciation - network and other
|
4,245
|
|
|
3,976
|
|
|
3,982
|
|
|||
Depreciation - equipment rentals
|
4,538
|
|
|
3,792
|
|
|
3,116
|
|
|||
Amortization
|
608
|
|
|
812
|
|
|
1,052
|
|
|||
Goodwill impairment
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
648
|
|
|
(391
|
)
|
|
20
|
|
|||
|
33,202
|
|
|
29,679
|
|
|
31,583
|
|
|||
Operating income
|
398
|
|
|
2,727
|
|
|
1,764
|
|
|||
Other expense:
|
|
|
|
|
|
||||||
Interest expense
|
(2,563
|
)
|
|
(2,365
|
)
|
|
(2,495
|
)
|
|||
Other income (expense), net
|
187
|
|
|
(59
|
)
|
|
(40
|
)
|
|||
|
(2,376
|
)
|
|
(2,424
|
)
|
|
(2,535
|
)
|
|||
(Loss) income before income taxes
|
(1,978
|
)
|
|
303
|
|
|
(771
|
)
|
|||
Income tax benefit (expense)
|
35
|
|
|
7,074
|
|
|
(435
|
)
|
|||
Net (loss) income
|
(1,943
|
)
|
|
7,377
|
|
|
(1,206
|
)
|
|||
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
12
|
|
|
—
|
|
|||
Net (loss) income attributable to Sprint Corporation
|
$
|
(1,943
|
)
|
|
$
|
7,389
|
|
|
$
|
(1,206
|
)
|
|
|
|
|
|
|
||||||
Basic net (loss) income per common share attributable to Sprint Corporation
|
$
|
(0.48
|
)
|
|
$
|
1.85
|
|
|
$
|
(0.30
|
)
|
Diluted net (loss) income per common share attributable to Sprint Corporation
|
$
|
(0.48
|
)
|
|
$
|
1.81
|
|
|
$
|
(0.30
|
)
|
Basic weighted average common shares outstanding
|
4,057
|
|
|
3,999
|
|
|
3,981
|
|
|||
Diluted weighted average common shares outstanding
|
4,057
|
|
|
4,078
|
|
|
3,981
|
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Net (loss) income
|
$
|
(1,943
|
)
|
|
$
|
7,377
|
|
|
$
|
(1,206
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(8
|
)
|
|
14
|
|
|
(1
|
)
|
|||
Net unrealized holding (losses) gain on derivatives
|
(22
|
)
|
|
36
|
|
|
(2
|
)
|
|||
Net unrealized holding gain on securities
|
1
|
|
|
12
|
|
|
—
|
|
|||
Unrecognized net periodic pension and other postretirement benefits:
|
|
|
|
|
|
||||||
Net actuarial (loss) gain
|
(49
|
)
|
|
(30
|
)
|
|
35
|
|
|||
Less: Amortization of actuarial gain (loss), included in net (loss) income
|
7
|
|
|
(1
|
)
|
|
3
|
|
|||
Net unrecognized net periodic pension and other postretirement benefits
|
(42
|
)
|
|
(31
|
)
|
|
38
|
|
|||
Other comprehensive (loss) income
|
(71
|
)
|
|
31
|
|
|
35
|
|
|||
Comprehensive (loss) income
|
$
|
(2,014
|
)
|
|
$
|
7,408
|
|
|
$
|
(1,171
|
)
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(1,943
|
)
|
|
$
|
7,377
|
|
|
$
|
(1,206
|
)
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Goodwill impairment
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
9,391
|
|
|
8,580
|
|
|
8,150
|
|
|||
Provision for losses on accounts receivable
|
394
|
|
|
362
|
|
|
555
|
|
|||
Share-based and long-term incentive compensation expense
|
132
|
|
|
182
|
|
|
93
|
|
|||
Deferred income tax (benefit) expense
|
(85
|
)
|
|
(7,119
|
)
|
|
433
|
|
|||
Gains from asset dispositions and exchanges
|
—
|
|
|
(479
|
)
|
|
(354
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
65
|
|
|
—
|
|
|||
Amortization of long-term debt premiums, net
|
(112
|
)
|
|
(158
|
)
|
|
(302
|
)
|
|||
Loss on disposal of property, plant and equipment
|
1,135
|
|
|
868
|
|
|
509
|
|
|||
Litigation and other contingencies
|
74
|
|
|
(13
|
)
|
|
140
|
|
|||
Contract terminations
|
—
|
|
|
(5
|
)
|
|
111
|
|
|||
Deferred purchase price from sale of receivables
|
(223
|
)
|
|
(1,140
|
)
|
|
(10,498
|
)
|
|||
Other changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(150
|
)
|
|
83
|
|
|
(1,017
|
)
|
|||
Inventories and other current assets
|
279
|
|
|
705
|
|
|
457
|
|
|||
Accounts payable and other current liabilities
|
(142
|
)
|
|
57
|
|
|
(365
|
)
|
|||
Non-current assets and liabilities, net
|
(728
|
)
|
|
271
|
|
|
(308
|
)
|
|||
Other, net
|
407
|
|
|
426
|
|
|
312
|
|
|||
Net cash provided by (used in) operating activities
|
10,429
|
|
|
10,062
|
|
|
(3,290
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures - network and other
|
(4,963
|
)
|
|
(3,319
|
)
|
|
(1,950
|
)
|
|||
Capital expenditures - leased devices
|
(7,441
|
)
|
|
(7,461
|
)
|
|
(4,976
|
)
|
|||
Expenditures relating to FCC licenses
|
(163
|
)
|
|
(115
|
)
|
|
(83
|
)
|
|||
Proceeds from sales and maturities of short-term investments
|
7,197
|
|
|
7,202
|
|
|
4,621
|
|
|||
Purchases of short-term investments
|
(5,165
|
)
|
|
(4,112
|
)
|
|
(10,065
|
)
|
|||
Proceeds from sales of assets and FCC licenses
|
591
|
|
|
527
|
|
|
219
|
|
|||
Proceeds from deferred purchase price from sale of receivables
|
223
|
|
|
1,140
|
|
|
10,498
|
|
|||
Proceeds from corporate owned life insurance policies
|
110
|
|
|
2
|
|
|
11
|
|
|||
Other, net
|
69
|
|
|
1
|
|
|
30
|
|
|||
Net cash used in investing activities
|
(9,542
|
)
|
|
(6,135
|
)
|
|
(1,695
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from debt and financings
|
9,307
|
|
|
8,529
|
|
|
10,966
|
|
|||
Repayments of debt, financing and capital lease obligations
|
(9,764
|
)
|
|
(8,518
|
)
|
|
(5,417
|
)
|
|||
Debt financing costs
|
(321
|
)
|
|
(93
|
)
|
|
(358
|
)
|
|||
Call premiums paid on debt redemptions
|
—
|
|
|
(131
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock, net
|
291
|
|
|
21
|
|
|
50
|
|
|||
Other, net
|
4
|
|
|
(18
|
)
|
|
45
|
|
|||
Net cash (used in) provided by financing activities
|
(483
|
)
|
|
(210
|
)
|
|
5,286
|
|
|||
Net increase in cash, cash equivalents and restricted cash
|
404
|
|
|
3,717
|
|
|
301
|
|
|||
Cash, cash equivalents and restricted cash, beginning of period
|
6,659
|
|
|
2,942
|
|
|
2,641
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
7,063
|
|
|
$
|
6,659
|
|
|
$
|
2,942
|
|
|
Common Stock
|
|
Paid-in
Capital
|
|
Treasury Shares
|
|
(Accumulated
Deficit) Retained Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance, March 31, 2016
|
3,974
|
|
|
$
|
40
|
|
|
$
|
27,563
|
|
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
(7,378
|
)
|
|
$
|
(439
|
)
|
|
$
|
—
|
|
|
$
|
19,783
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(1,206
|
)
|
|
|
|
|
|
(1,206
|
)
|
||||||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
35
|
|
||||||||||||||
Issuance of common stock, net
|
15
|
|
|
|
|
47
|
|
|
(1
|
)
|
|
3
|
|
|
|
|
|
|
|
|
50
|
|
|||||||||||
Share-based compensation expense
|
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
91
|
|
||||||||||||||
Capital contribution by SoftBank
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
||||||||||||||
Other, net
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
49
|
|
||||||||||||||
Balance, March 31, 2017
|
3,989
|
|
|
40
|
|
|
27,756
|
|
|
—
|
|
|
—
|
|
|
(8,584
|
)
|
|
(404
|
)
|
|
—
|
|
|
18,808
|
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
7,389
|
|
|
|
|
(12
|
)
|
|
7,377
|
|
|||||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
|
31
|
|
||||||||||||||
Issuance of common stock, net
|
16
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|||||||||||||
Share-based compensation expense
|
|
|
|
|
182
|
|
|
|
|
|
|
|
|
|
|
|
|
182
|
|
||||||||||||||
Capital contribution by SoftBank
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
||||||||||||||
Other, net
|
|
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(54
|
)
|
||||||||||||||
Reclassification of certain tax effects
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
|
60
|
|
|
|
|
—
|
|
|||||||||||||
(Decrease) increase attributable to noncontrolling interests
|
|
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
75
|
|
|
48
|
|
|||||||||||||
Balance, March 31, 2018
|
4,005
|
|
|
40
|
|
|
27,884
|
|
|
—
|
|
|
—
|
|
|
(1,255
|
)
|
|
(313
|
)
|
|
63
|
|
|
26,419
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(1,943
|
)
|
|
|
|
—
|
|
|
(1,943
|
)
|
|||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(71
|
)
|
|
|
|
(71
|
)
|
||||||||||||||
Issuance of common stock, net
|
76
|
|
|
1
|
|
|
290
|
|
|
|
|
|
|
|
|
|
|
|
|
291
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
132
|
|
||||||||||||||
Capital contribution by SoftBank
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
||||||||||||||
Cumulative effect of accounting changes
|
|
|
|
|
|
|
|
|
|
|
1,315
|
|
|
(8
|
)
|
|
|
|
1,307
|
|
|||||||||||||
Other, net
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
||||||||||||||
Increase (decrease) attributable to noncontrolling interests
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
—
|
|
|||||||||||||
Balance, March 31, 2019
|
4,081
|
|
|
$
|
41
|
|
|
$
|
28,306
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,883
|
)
|
|
$
|
(392
|
)
|
|
$
|
55
|
|
|
$
|
26,127
|
|
|
|
Page
Reference
|
1.
|
||
|
|
|
2.
|
||
|
|
|
3.
|
||
|
|
|
4.
|
||
|
|
|
5.
|
||
|
|
|
6.
|
||
|
|
|
7.
|
||
|
|
|
8.
|
||
|
|
|
9.
|
||
|
|
|
10.
|
||
|
|
|
11.
|
||
|
|
|
12.
|
||
|
|
|
13.
|
||
|
|
|
14.
|
||
|
|
|
15.
|
||
|
|
|
16.
|
||
|
|
|
17.
|
||
|
|
|
Note 1.
|
Description of Operations
|
Note 2.
|
Summary of Significant Accounting Policies and Other Information
|
•
|
Determination of transaction price - we include any fixed and determinable charges per our contracts as part of the total transaction price. To the extent that variable consideration is not constrained, we include a probability-weighted estimate of the variable amount within the total transaction price and update our assumptions over the duration of the contract. We do not accept non-cash consideration from our customers as direct payment for the purchase of equipment at contract inception or for the purchase of ongoing services. Subject to certain restrictions, we may purchase used equipment from customers entering into a new subscriber contract. Our payment for the purchase of this used equipment may not equal its market value. In those circumstances, the expected difference between the purchase price and the market value of the used equipment is treated as an adjustment to the total transaction price of the customer's contract at contract inception.
|
•
|
Assessment of estimates of variable consideration - our Wireless contracts generally do not involve variable consideration which must be allocated amongst performance obligations at contract inception, other than expected adjustments to the total transaction price related to (a) customer equipment rebates; (b) customer retention credits; and (c) product returns and service refunds, all of which we are able to reasonably estimate at contract inception based upon historical experience with similar or identical contracts and similar or identical customers. Our Wireline contracts are generally not subject to significant amounts of variable consideration. We do not consider any of our variable consideration to be constrained for the purpose of estimating the total transaction price to be allocated to our performance obligations.
|
•
|
Allocation of transaction price - we allocate the total transaction price in our contracts amongst performance obligations based upon the relative standalone selling prices of those performance obligations. We use observable external pricing of performance obligations when sold on a standalone basis as evidence of standalone selling prices. Discounts and premiums built into our transaction prices are typically allocated proportionately to all performance obligations within the contracts, exclusive of performance obligations for the delivery of accessories, which are consistently sold at a standalone selling price regardless of bundling, and with the exception of estimated Wireless customer retention credits, which are treated as a reduction in the portion of the total transaction price allocated to service revenue.
|
•
|
Measurement of returns, refunds, and other similar obligations are estimated separately for separate product and service types based upon historical experience with similar contracts and similar types of customers. The total transaction price is reduced by the amount estimated as a return, refund, or other similar obligation in relation to the sale. This amount is recorded as a current liability, unless and until our estimates have changed or the relevant obligation has been satisfied.
|
|
Year Ended March 31, 2019
|
||||||||||
|
As reported
|
|
Balances without adoption of
Topic 606 |
|
Change
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net operating revenues:
|
|
|
|
|
|
||||||
Service
|
$
|
22,857
|
|
|
$
|
23,585
|
|
|
$
|
(728
|
)
|
Equipment sales
|
5,606
|
|
|
4,280
|
|
|
1,326
|
|
|||
Equipment rentals
|
5,137
|
|
|
5,200
|
|
|
(63
|
)
|
|||
|
33,600
|
|
|
33,065
|
|
|
535
|
|
|||
Net operating expenses:
|
|
|
|
|
|
||||||
Cost of services (exclusive of depreciation and amortization included below)
|
6,664
|
|
|
6,742
|
|
|
(78
|
)
|
|||
Cost of equipment sales
|
6,082
|
|
|
5,937
|
|
|
145
|
|
|||
Cost of equipment rentals (exclusive of depreciation below)
|
643
|
|
|
643
|
|
|
—
|
|
|||
Selling, general and administrative
|
7,774
|
|
|
8,164
|
|
|
(390
|
)
|
|||
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
|
|
|
33,525
|
|
|
(323
|
)
|
|||
Operating income (loss)
|
398
|
|
|
(460
|
)
|
|
858
|
|
|||
Total other expenses
|
(2,376
|
)
|
|
(2,376
|
)
|
|
—
|
|
|||
Loss before income taxes
|
(1,978
|
)
|
|
(2,836
|
)
|
|
858
|
|
|||
Income tax benefit
|
35
|
|
|
215
|
|
|
(180
|
)
|
|||
Net loss
|
(1,943
|
)
|
|
(2,621
|
)
|
|
678
|
|
|||
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to Sprint
|
$
|
(1,943
|
)
|
|
$
|
(2,621
|
)
|
|
$
|
678
|
|
|
|
|
|
|
|
||||||
Basic net loss per common share attributable to Sprint
|
$
|
(0.48
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
0.17
|
|
Diluted net loss per common share attributable to Sprint
|
$
|
(0.48
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
0.17
|
|
Basic weighted average common shares outstanding
|
4,057
|
|
|
4,057
|
|
|
—
|
|
|||
Diluted weighted average common shares outstanding
|
4,057
|
|
|
4,057
|
|
|
—
|
|
•
|
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.
|
•
|
The recognition of the lease liability and right-of-use assets for operating leases that were not previously recorded. The right-of-use asset will be adjusted for recognized balances associated with operating leases, including prepaid and deferred rent, cease-use liabilities and favorable or unfavorable intangible assets.
|
•
|
The impact of our election to apply hindsight in determining the lease term, such that our lease liability will generally only include payments for the initial non-cancelable lease term.
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Installment receivables, gross
|
$
|
1,212
|
|
|
$
|
1,472
|
|
Deferred interest
|
(71
|
)
|
|
(106
|
)
|
||
Installment receivables, net of deferred interest
|
1,141
|
|
|
1,366
|
|
||
Allowance for credit losses
|
(215
|
)
|
|
(217
|
)
|
||
Installment receivables, net
|
$
|
926
|
|
|
$
|
1,149
|
|
|
|
|
|
||||
Classified in the consolidated balance sheets as:
|
|
|
|
||||
Accounts and notes receivable, net
|
$
|
679
|
|
|
$
|
995
|
|
Other assets
|
247
|
|
|
154
|
|
||
Installment receivables, net
|
$
|
926
|
|
|
$
|
1,149
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
|
Prime
|
|
Subprime
|
|
Total
|
|
Prime
|
|
Subprime
|
|
Total
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Unbilled
|
$
|
667
|
|
|
$
|
459
|
|
|
$
|
1,126
|
|
|
$
|
951
|
|
|
$
|
391
|
|
|
$
|
1,342
|
|
Billed - current
|
43
|
|
|
22
|
|
|
65
|
|
|
69
|
|
|
29
|
|
|
98
|
|
||||||
Billed - past due
|
10
|
|
|
11
|
|
|
21
|
|
|
17
|
|
|
15
|
|
|
32
|
|
||||||
Installment receivables, gross
|
$
|
720
|
|
|
$
|
492
|
|
|
$
|
1,212
|
|
|
$
|
1,037
|
|
|
$
|
435
|
|
|
$
|
1,472
|
|
|
Year Ended March 31,
|
||||||
|
2019
|
|
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
|
116
|
|
|
142
|
|
||
Write-offs, net of recoveries
|
(118
|
)
|
|
(224
|
)
|
||
Change in deferred interest on short- and long-term installment receivables
|
15
|
|
|
(101
|
)
|
||
Deferred interest and allowance for credit losses, end of period
|
$
|
286
|
|
|
$
|
323
|
|
Note 4.
|
Financial Instruments
|
|
Carrying amount at March 31, 2019
|
|
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
|
$
|
40,193
|
|
|
$
|
36,642
|
|
|
$
|
197
|
|
|
$
|
3,970
|
|
|
$
|
40,809
|
|
|
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
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Land
|
$
|
246
|
|
|
$
|
254
|
|
Network equipment, site costs and related software
|
24,967
|
|
|
22,930
|
|
||
Buildings and improvements
|
856
|
|
|
813
|
|
||
Leased devices, non-network internal use software, office equipment and other
|
12,627
|
|
|
11,149
|
|
||
Construction in progress
|
3,044
|
|
|
2,202
|
|
||
Less: accumulated depreciation
|
(20,539
|
)
|
|
(17,423
|
)
|
||
Property, plant and equipment, net
|
$
|
21,201
|
|
|
$
|
19,925
|
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Leased devices
|
$
|
10,972
|
|
|
$
|
9,592
|
|
Less: accumulated depreciation
|
(4,360
|
)
|
|
(3,580
|
)
|
||
Leased devices, net
|
$
|
6,612
|
|
|
$
|
6,012
|
|
Fiscal year 2019
|
$
|
3,398
|
|
Fiscal year 2020
|
384
|
|
|
|
$
|
3,782
|
|
Note 6.
|
Intangible Assets
|
|
March 31,
2018 |
|
Net
Additions (Impairments)
|
|
March 31,
2019 |
||||||
|
(in millions)
|
||||||||||
FCC licenses
|
$
|
37,274
|
|
|
$
|
156
|
|
|
$
|
37,430
|
|
Trademarks
|
4,035
|
|
|
—
|
|
|
4,035
|
|
|||
Goodwill
|
6,586
|
|
|
(1,988
|
)
|
(3)
|
4,598
|
|
|||
|
$
|
47,895
|
|
|
$
|
(1,832
|
)
|
|
$
|
46,063
|
|
|
March 31,
2017 |
|
Net
Additions
|
|
March 31,
2018 |
||||||
|
(in millions)
|
||||||||||
FCC licenses
|
$
|
36,550
|
|
|
$
|
724
|
|
(1)
|
$
|
37,274
|
|
Trademarks
|
4,035
|
|
|
—
|
|
|
4,035
|
|
|||
Goodwill
(3)
|
6,579
|
|
|
7
|
|
(2)
|
6,586
|
|
|||
|
$
|
47,164
|
|
|
$
|
731
|
|
|
$
|
47,895
|
|
(1)
|
During the year ended
March 31, 2018
, net additions within FCC licenses include a
$479 million
increase from spectrum license exchanges described below, and approximately
$145 million
of spectrum licenses as a result of the transaction with PRWireless PR, Inc. described above.
|
(2)
|
During the year ended
March 31, 2018
,
$7 million
was added to goodwill as a result of the transaction with PRWireless PR, Inc. as described above.
|
(3)
|
Through March 31, 2019 accumulated impairment losses for goodwill are
$2.0 billion
. See discussion below.
|
|
|
|
March 31, 2019
|
|
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
|
|
|
$
|
(6,029
|
)
|
|
$
|
534
|
|
|
$
|
6,562
|
|
|
$
|
(5,462
|
)
|
|
$
|
1,100
|
|
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Favorable spectrum leases
|
23 years
|
|
763
|
|
|
(150
|
)
|
|
613
|
|
|
856
|
|
|
(172
|
)
|
|
684
|
|
||||||
Favorable tower leases
|
9 years
|
|
335
|
|
|
(215
|
)
|
|
120
|
|
|
335
|
|
|
(179
|
)
|
|
156
|
|
||||||
Trademarks
|
2 to 34 years
|
|
520
|
|
|
(89
|
)
|
|
431
|
|
|
520
|
|
|
(74
|
)
|
|
446
|
|
||||||
Other
|
5 to 10 years
|
|
137
|
|
|
(66
|
)
|
|
71
|
|
|
129
|
|
|
(50
|
)
|
|
79
|
|
||||||
Total other intangible assets
|
|
1,755
|
|
|
(520
|
)
|
|
1,235
|
|
|
1,840
|
|
|
(475
|
)
|
|
1,365
|
|
|||||||
Total definite-lived intangible assets
|
|
$
|
8,318
|
|
|
$
|
(6,549
|
)
|
|
$
|
1,769
|
|
|
$
|
8,402
|
|
|
$
|
(5,937
|
)
|
|
$
|
2,465
|
|
|
Fiscal Year 2019
|
|
Fiscal Year 2020
|
|
Fiscal Year 2021
|
|
Fiscal Year 2022
|
|
Fiscal Year 2023
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Estimated amortization expense
|
$
|
467
|
|
|
$
|
263
|
|
|
$
|
110
|
|
|
$
|
71
|
|
|
$
|
55
|
|
Note 7.
|
Long-Term Debt, Financing and Capital Lease Obligations
|
|
Interest Rates
|
|
Maturities
|
|
March 31,
2019 |
|
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
|
|
6,125
|
|
|
7,000
|
|
||
Guaranteed notes
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sprint Communications, Inc.
|
7.00%
|
|
2020
|
|
1,000
|
|
|
2,753
|
|
||||||
Credit facilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Secured revolving bank credit facility
|
4.75%
|
|
2021
|
|
—
|
|
|
—
|
|
||||||
Secured term loans
|
5.00
|
-
|
5.50%
|
|
2024
|
|
5,915
|
|
|
3,960
|
|
||||
PRWireless term loan
|
7.84%
|
|
2020
|
|
198
|
|
|
182
|
|
||||||
Export Development Canada (EDC)
|
4.75%
|
|
2019
|
|
300
|
|
|
300
|
|
||||||
Secured equipment credit facilities
|
4.13
|
-
|
4.86%
|
|
2020
|
-
|
2022
|
|
661
|
|
|
527
|
|
||
Accounts receivable facility
|
3.62
|
-
|
3.82%
|
|
2020
|
|
2,607
|
|
|
2,411
|
|
||||
Financing obligations, capital lease and other obligations
|
2.35
|
-
|
12.00%
|
|
2019
|
-
|
2026
|
|
538
|
|
|
686
|
|
||
Net premiums and debt financing costs
|
|
|
|
|
|
|
|
|
(405
|
)
|
|
(111
|
)
|
||
|
|
|
|
|
|
|
|
|
39,923
|
|
|
40,892
|
|
||
Less current portion
|
|
|
|
|
|
|
|
|
(4,557
|
)
|
|
(3,429
|
)
|
||
Long-term debt, financing and capital lease obligations
|
|
|
|
|
|
|
|
|
$
|
35,366
|
|
|
$
|
37,463
|
|
Fiscal year 2019
|
$
|
4,455
|
|
Fiscal year 2020
|
5,160
|
|
|
Fiscal year 2021
|
4,926
|
|
|
Fiscal year 2022
|
2,988
|
|
|
Fiscal year 2023
|
10,829
|
|
|
Fiscal year 2024 and thereafter
|
11,970
|
|
|
|
40,328
|
|
|
Net premiums and debt financing costs
|
(405
|
)
|
|
|
$
|
39,923
|
|
Note 8.
|
Revenues from Contracts with Customers
|
|
Year Ended
|
||
|
March 31, 2019
|
||
|
(in millions)
|
||
Service revenue
|
|
||
Postpaid
|
$
|
16,910
|
|
Prepaid
|
3,746
|
|
|
Wholesale, affiliate and other
|
1,177
|
|
|
Wireline
|
1,024
|
|
|
Total service revenue
|
22,857
|
|
|
Equipment sales
|
5,606
|
|
|
Equipment rentals
|
5,137
|
|
|
Total revenue
|
$
|
33,600
|
|
|
March 31,
|
|
April 1,
|
||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Contract assets and liabilities
|
|
|
|
||||
Contract assets
(1)
|
$
|
928
|
|
|
$
|
432
|
|
Billed trade receivables
|
2,690
|
|
|
2,559
|
|
||
Unbilled trade receivables
|
945
|
|
|
1,250
|
|
||
Contract liabilities
(2)
|
1,009
|
|
|
1,104
|
|
||
|
|
|
|
||||
Other related assets
|
|
|
|
||||
Capitalized costs to acquire a customer contract:
|
|
|
|
||||
Sales commissions - opening balance
|
$
|
1,219
|
|
|
|
||
Sales commissions - additions
|
1,147
|
|
|
|
|||
Amortization of capitalized sales commissions
|
(807
|
)
|
|
|
|||
Net costs to acquire a
customer
contract
|
$
|
1,559
|
|
|
|
(1)
|
The fluctuation correlates directly to the execution of new customer contracts and invoicing and collections from customers in the normal course of business.
|
(2)
|
Revenue recognized during the
year ended
March 31, 2019
, which was included within the beginning contract liability balance, amounts to
$1.0 billion
.
|
Year ending March 31, 2020
|
$
|
8,116
|
|
Year ending March 31, 2021
|
1,052
|
|
|
Total
|
$
|
9,168
|
|
•
|
The amounts disclosed above do not include revenue allocated to wholly or partially unsatisfied performance obligations for which the accounting contract duration at contract inception is less than 12 months, which includes expected revenues from traditional installment billing contracts with a one-month accounting contract duration.
|
•
|
The amounts disclosed above do not include variable consideration resulting from monthly customer charges intended to partially recover taxes imposed on the Company, including fees related to the Universal Service Fund. Such fees are based on the customer's estimated monthly voice usage and are therefore allocated to corresponding distinct months of Wireless services.
|
•
|
The amounts disclosed above do not include variable consideration resulting from monthly charges to Wireless wholesale customers. Such fees are based on the customer's monthly usage of capacity and are therefore allocated to corresponding distinct months of Wireless services.
|
Note 9.
|
Severance and Exit Costs
|
|
March 31,
2018 |
|
Net
Expense
|
|
|
Cash Payments
and Other
|
|
March 31,
2019 |
||||||||
|
(in millions)
|
|||||||||||||||
Lease exit costs
|
$
|
165
|
|
|
$
|
25
|
|
(1)
|
|
$
|
(59
|
)
|
|
$
|
131
|
|
Severance costs
|
64
|
|
|
23
|
|
(2)
|
|
(81
|
)
|
|
6
|
|
||||
Access exit costs
|
19
|
|
|
37
|
|
(3)
|
|
(20
|
)
|
|
36
|
|
||||
|
$
|
248
|
|
|
$
|
85
|
|
|
|
$
|
(160
|
)
|
|
$
|
173
|
|
(1)
|
For the year ended March 31, 2019, we recognized costs of
$25 million
(Wireless only).
|
(2)
|
For the year ended March 31, 2019, we recognized costs of
$23 million
(
$15 million
Wireless,
$8 million
Wireline).
|
(3)
|
For the year ended March 31, 2019, we recognized costs of
$37 million
(
$26 million
Wireless,
$11 million
Wireline) as "Severance and exit costs".
|
|
March 31,
2017 |
|
Net
(Benefit) Expense
|
|
|
Cash Payments
and Other
|
|
March 31,
2018 |
||||||||
|
(in millions)
|
|||||||||||||||
Lease exit costs
|
$
|
249
|
|
|
$
|
(2
|
)
|
(4)
|
|
$
|
(82
|
)
|
|
$
|
165
|
|
Severance costs
|
12
|
|
|
79
|
|
(5)
|
|
(27
|
)
|
|
64
|
|
||||
Access exit costs
|
40
|
|
|
3
|
|
(6)
|
|
(24
|
)
|
|
19
|
|
||||
|
$
|
301
|
|
|
$
|
80
|
|
|
|
$
|
(133
|
)
|
|
$
|
248
|
|
(4)
|
For the year ended March 31, 2018, we recognized a benefit of
$2 million
(
$5 million
benefit Wireless,
$3 million
costs Wireline).
|
(5)
|
For the year ended March 31, 2018, we recognized costs of
$79 million
(
$73 million
Wireless,
$6 million
Wireline).
|
(6)
|
For the year ended March 31, 2018, we recognized costs of
$3 million
(
$10 million
benefit Wireless,
$13 million
costs Wireline) as "Severance and exit costs".
|
Note 10.
|
Supplemental Financial Information
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Accounts and notes receivable, net
|
|
|
|
||||
Trade
|
$
|
3,024
|
|
|
$
|
2,916
|
|
Unbilled trade installment receivables and other
|
893
|
|
|
1,204
|
|
||
Less allowances for doubtful accounts and deferred interest
|
(363
|
)
|
|
(409
|
)
|
||
|
$
|
3,554
|
|
|
$
|
3,711
|
|
Prepaid expenses and other current assets
|
|
|
|
||||
Prepaid expenses
|
$
|
278
|
|
|
$
|
263
|
|
Contract assets
|
690
|
|
|
—
|
|
||
Deferred charges and other
|
321
|
|
|
312
|
|
||
|
$
|
1,289
|
|
|
$
|
575
|
|
Other assets
|
|
|
|
||||
Unbilled trade installment receivables, net
|
$
|
247
|
|
|
$
|
154
|
|
Investments
|
60
|
|
|
197
|
|
||
Restricted cash
|
81
|
|
|
49
|
|
||
Contract assets
|
238
|
|
|
—
|
|
||
Other
|
492
|
|
|
521
|
|
||
|
$
|
1,118
|
|
|
$
|
921
|
|
Accounts payable
(1)
|
|
|
|
||||
Trade
|
$
|
3,462
|
|
|
$
|
3,068
|
|
Accrued interconnection costs
|
90
|
|
|
80
|
|
||
Capital expenditures and other
|
409
|
|
|
261
|
|
||
|
$
|
3,961
|
|
|
$
|
3,409
|
|
Accrued expenses and other current liabilities
|
|
|
|
||||
Deferred revenues
|
$
|
288
|
|
|
$
|
1,454
|
|
Accrued interest
|
359
|
|
|
423
|
|
||
Accrued taxes
|
301
|
|
|
410
|
|
||
Payroll and related
|
555
|
|
|
405
|
|
||
Accrued legal reserves
|
180
|
|
|
194
|
|
||
Severance, lease and other exit costs
|
50
|
|
|
108
|
|
||
Contract liabilities
|
962
|
|
|
—
|
|
||
Asset retirement obligations
|
44
|
|
|
145
|
|
||
Unfavorable lease liabilities
|
137
|
|
|
152
|
|
||
Other
|
721
|
|
|
671
|
|
||
|
$
|
3,597
|
|
|
$
|
3,962
|
|
Other liabilities
|
|
|
|
||||
Deferred rental income-communications towers
|
$
|
187
|
|
|
$
|
199
|
|
Deferred rent
|
631
|
|
|
605
|
|
||
Long-term asset retirement obligations
|
622
|
|
|
486
|
|
||
Long-term unfavorable lease liabilities
|
200
|
|
|
337
|
|
||
Postretirement benefits and other non-current employee related liabilities
|
789
|
|
|
833
|
|
||
Deferred spectrum lease liability
|
486
|
|
|
416
|
|
||
Contract liabilities
|
47
|
|
|
—
|
|
||
Other
|
475
|
|
|
607
|
|
||
|
$
|
3,437
|
|
|
$
|
3,483
|
|
(1)
|
Includes liabilities in the amounts of
$75 million
and
$66 million
as of
March 31, 2019
and
2018
, respectively, for payments issued in excess of associated bank balances but not yet presented for collection.
|
Note 11.
|
Income Taxes
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Income tax benefit (expense) at the federal statutory rate
|
$
|
415
|
|
|
$
|
(95
|
)
|
|
$
|
270
|
|
Effect of:
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax effect
|
(15
|
)
|
|
(43
|
)
|
|
24
|
|
|||
State law changes, net of federal income tax effect
|
85
|
|
|
9
|
|
|
4
|
|
|||
Increase liability for unrecognized tax benefits
|
(8
|
)
|
|
(29
|
)
|
|
(14
|
)
|
|||
Increase deferred tax liability for business activity changes
|
—
|
|
|
(89
|
)
|
|
—
|
|
|||
Credit for increasing research activities
|
17
|
|
|
15
|
|
|
15
|
|
|||
Tax expense from organizational restructuring
|
(13
|
)
|
|
—
|
|
|
(118
|
)
|
|||
Change in federal and state valuation allowance
(1)
|
(8
|
)
|
|
224
|
|
|
(615
|
)
|
|||
Tax benefit from the Tax Act
|
—
|
|
|
7,088
|
|
|
—
|
|
|||
Non-deductible penalties
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
(408
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(1
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|||
Income tax benefit (expense)
|
$
|
35
|
|
|
$
|
7,074
|
|
|
$
|
(435
|
)
|
Effective income tax rate
|
1.8
|
%
|
|
(2,334.7
|
)%
|
|
(56.4
|
)%
|
(1)
|
Exclusive of
$2.1 billion
federal and state release included in Tax benefit from the Tax Act line for the year ended March 31, 2018.
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Current income tax (expense) benefit
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
50
|
|
State
|
(45
|
)
|
|
(58
|
)
|
|
(50
|
)
|
|||
Total current income tax expense
|
(45
|
)
|
|
(36
|
)
|
|
—
|
|
|||
Deferred income tax (expense) benefit
|
|
|
|
|
|
||||||
Federal
|
(33
|
)
|
|
7,234
|
|
|
(284
|
)
|
|||
State
|
118
|
|
|
(115
|
)
|
|
(149
|
)
|
|||
Total deferred income tax benefit (expense)
|
85
|
|
|
7,119
|
|
|
(433
|
)
|
|||
Foreign income tax expense
|
(5
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|||
Total income tax benefit (expense)
|
$
|
35
|
|
|
$
|
7,074
|
|
|
$
|
(435
|
)
|
|
Year Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Unrecognized net periodic pension and other postretirement benefit cost
(1)
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
(24
|
)
|
Unrealized holding gains (losses) on derivatives
(1)
|
$
|
6
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
Unrealized holding gains on securities
(1)
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
These amounts have been recognized in accumulated other comprehensive loss.
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Deferred tax assets
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
5,478
|
|
|
$
|
4,116
|
|
Tax credit carryforwards
|
241
|
|
|
244
|
|
||
Property, plant and equipment
|
900
|
|
|
2,192
|
|
||
Debt obligations
|
—
|
|
|
64
|
|
||
Deferred rent
|
247
|
|
|
231
|
|
||
Pension and other postretirement benefits
|
209
|
|
|
219
|
|
||
Accruals and other liabilities
|
791
|
|
|
913
|
|
||
|
7,866
|
|
|
7,979
|
|
||
Valuation allowance
|
(4,504
|
)
|
|
(4,745
|
)
|
||
|
3,362
|
|
|
3,234
|
|
||
Deferred tax liabilities
|
|
|
|
||||
FCC licenses
|
8,968
|
|
|
8,877
|
|
||
Trademarks
|
1,129
|
|
|
1,131
|
|
||
Intangibles
|
147
|
|
|
298
|
|
||
Deferred commissions
|
401
|
|
|
—
|
|
||
Debt obligations
|
15
|
|
|
—
|
|
||
Other
|
258
|
|
|
222
|
|
||
|
10,918
|
|
|
10,528
|
|
||
|
|
|
|
||||
Long-term deferred tax liability
|
$
|
7,556
|
|
|
$
|
7,294
|
|
|
Year Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Balance at beginning of period
|
$
|
239
|
|
|
$
|
190
|
|
Additions based on current year tax positions
|
17
|
|
|
21
|
|
||
Additions based on prior year tax positions
|
12
|
|
|
53
|
|
||
Reductions for prior year tax positions
|
(23
|
)
|
|
(24
|
)
|
||
Reductions for lapse of statute of limitations
|
(3
|
)
|
|
(1
|
)
|
||
Balance at end of period
|
$
|
242
|
|
|
$
|
239
|
|
Note 12.
|
Commitments and Contingencies
|
Future Minimum Commitments
|
|
Total
|
|
Fiscal Year 2019
|
|
Fiscal Year 2020
|
|
Fiscal Year 2021
|
|
Fiscal Year 2022
|
|
Fiscal Year 2023
|
|
Fiscal Year
2024 and thereafter |
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Operating leases
|
|
$
|
11,767
|
|
|
$
|
2,277
|
|
|
$
|
2,199
|
|
|
$
|
1,793
|
|
|
$
|
1,358
|
|
|
$
|
1,039
|
|
|
$
|
3,101
|
|
Spectrum leases and service credits
|
|
6,728
|
|
|
280
|
|
|
255
|
|
|
273
|
|
|
267
|
|
|
273
|
|
|
5,380
|
|
|||||||
Purchase orders and other commitments
|
|
10,664
|
|
|
7,236
|
|
|
1,004
|
|
|
531
|
|
|
310
|
|
|
247
|
|
|
1,336
|
|
|||||||
Total
|
|
$
|
29,159
|
|
|
$
|
9,793
|
|
|
$
|
3,458
|
|
|
$
|
2,597
|
|
|
$
|
1,935
|
|
|
$
|
1,559
|
|
|
$
|
9,817
|
|
Note 13.
|
Stockholders' Equity and Per Share Data
|
•
|
9,000,000,000
shares of common stock, par value
$0.01
per share;
|
•
|
1,000,000,000
shares of non-voting common stock, par value
$0.01
per share; and
|
•
|
20,000,000
shares of preferred stock, par value
$0.0001
per share.
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Unrecognized net periodic pension and postretirement benefit cost
|
$
|
(379
|
)
|
|
$
|
(337
|
)
|
Unrealized net gains related to investments
|
1
|
|
|
8
|
|
||
Unrealized net gains on derivatives
|
10
|
|
|
32
|
|
||
Foreign currency translation adjustments
|
(24
|
)
|
|
(16
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(392
|
)
|
|
$
|
(313
|
)
|
|
Year Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
||||||
Net income
|
$
|
(1,943
|
)
|
|
$
|
7,377
|
|
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
12
|
|
||
Net income attributable to Sprint
|
$
|
(1,943
|
)
|
|
$
|
7,389
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
4,057
|
|
|
3,999
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Options and restricted stock units
|
—
|
|
|
61
|
|
||
Warrants
(1)
|
—
|
|
|
18
|
|
||
Diluted weighted average common shares outstanding
|
4,057
|
|
|
4,078
|
|
||
|
|
|
|
||||
Basic net income per common share attributable to Sprint
|
$
|
(0.48
|
)
|
|
$
|
1.85
|
|
Diluted net income per common share attributable to Sprint
|
$
|
(0.48
|
)
|
|
$
|
1.81
|
|
|
|
|
|
||||
Potentially dilutive securities:
|
|
|
|
||||
Outstanding stock options
(2)
|
92
|
|
|
6
|
|
(1)
|
For the year ended March 31, 2018, dilutive securities attributable to warrants include
14 million
shares issuable under the warrant held by SoftBank. At the close of the merger with SoftBank, the warrant was issued at
$5.25
per share. On July 10, 2018, SoftBank exercised its warrant in full to purchase
55 million
shares of Sprint common stock for
$287 million
.
|
(2)
|
Potentially dilutive securities were not included in the computation of diluted net (loss) income per common share if to do so would have been antidilutive.
|
Note 14.
|
Segments
|
•
|
Wireless primarily includes retail, wholesale, and affiliate revenue from a wide array of wireless voice and data transmission services, revenue from the sale of wireless devices (handsets and tablets) and accessories, and equipment rentals from devices leased to customers, all of which are generated in the U.S., Puerto Rico and the U.S. Virgin Islands.
|
•
|
Wireline primarily includes revenue from domestic and international wireline communication services
provided to other communications companies and targeted business subscribers, in addition to our Wireless segment
.
|
Statement of Operations Information
|
Wireless including hurricane
|
|
Wireless hurricane
|
|
Wireless excluding hurricane
|
|
Wireline
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Year Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net operating revenues
(1)
|
$
|
32,559
|
|
|
$
|
(3
|
)
|
|
$
|
32,556
|
|
|
$
|
1,024
|
|
|
$
|
17
|
|
|
$
|
33,597
|
|
Inter-segment revenues
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
(272
|
)
|
|
—
|
|
||||||
Total segment operating expenses
(1)
|
(19,713
|
)
|
|
(7
|
)
|
|
(19,720
|
)
|
|
(1,365
|
)
|
|
261
|
|
|
(20,824
|
)
|
||||||
Segment earnings (loss)
|
$
|
12,846
|
|
|
$
|
(10
|
)
|
|
$
|
12,836
|
|
|
$
|
(69
|
)
|
|
$
|
6
|
|
|
12,773
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation - network and other
|
|
|
|
|
|
|
|
|
|
|
(4,245
|
)
|
|||||||||||
Depreciation - equipment rentals
|
|
|
|
|
|
|
|
|
|
|
(4,538
|
)
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
(608
|
)
|
|||||||||||
Hurricane-related reimbursements
(1)
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|||||||||||
Merger costs
(3)
|
|
|
|
|
|
|
|
|
|
|
(346
|
)
|
|||||||||||
Goodwill impairment
(4)
|
|
|
|
|
|
|
|
|
|
|
(2,000
|
)
|
|||||||||||
Other, net
(5)
|
|
|
|
|
|
|
|
|
|
|
(670
|
)
|
|||||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
|
398
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(2,563
|
)
|
|||||||||||
Other income, net
|
|
|
|
|
|
|
|
|
|
|
187
|
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,978
|
)
|
Statement of Operations Information
|
Wireless including hurricane and other
|
|
Wireless hurricane and other
|
|
Wireless excluding hurricane and other
|
|
Wireline
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Year Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net operating revenues
(1)
|
$
|
31,137
|
|
|
$
|
33
|
|
|
$
|
31,170
|
|
|
$
|
1,251
|
|
|
$
|
18
|
|
|
$
|
32,439
|
|
Inter-segment revenues
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
328
|
|
|
(328
|
)
|
|
—
|
|
||||||
Total segment operating expenses
(1)
|
(20,090
|
)
|
|
125
|
|
|
(19,965
|
)
|
|
(1,697
|
)
|
|
292
|
|
|
(21,370
|
)
|
||||||
Segment earnings (loss)
|
$
|
11,047
|
|
|
$
|
158
|
|
|
$
|
11,205
|
|
|
$
|
(118
|
)
|
|
$
|
(18
|
)
|
|
11,069
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation - network and other
|
|
|
|
|
|
|
|
|
|
|
(3,976
|
)
|
|||||||||||
Depreciation - equipment rentals
|
|
|
|
|
|
|
|
|
|
|
(3,792
|
)
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
(812
|
)
|
|||||||||||
Hurricane-related costs
(1)
|
|
|
|
|
|
|
|
|
|
|
(107
|
)
|
|||||||||||
Other, net
(5)
|
|
|
|
|
|
|
|
|
|
|
345
|
|
|||||||||||
Operating income
|
|
|
|
|
|
|
|
|
|
|
2,727
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(2,365
|
)
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(59
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
303
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations Information
|
Wireless
|
|
Wireline
|
|
Corporate,
Other and Eliminations |
|
Consolidated
|
||||||||
|
(in millions)
|
||||||||||||||
Year Ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Net operating revenues
|
$
|
31,787
|
|
|
$
|
1,545
|
|
|
$
|
15
|
|
|
$
|
33,347
|
|
Inter-segment revenues
(2)
|
—
|
|
|
498
|
|
|
(498
|
)
|
|
—
|
|
||||
Total segment operating expenses
|
(21,973
|
)
|
|
(1,924
|
)
|
|
484
|
|
|
(23,413
|
)
|
||||
Segment earnings
|
$
|
9,814
|
|
|
$
|
119
|
|
|
$
|
1
|
|
|
9,934
|
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Depreciation - network and other
|
|
|
|
|
|
|
(3,982
|
)
|
|||||||
Depreciation - equipment rentals
|
|
|
|
|
|
|
(3,116
|
)
|
|||||||
Amortization
|
|
|
|
|
|
|
(1,052
|
)
|
|||||||
Other, net
(5)
|
|
|
|
|
|
|
(20
|
)
|
|||||||
Operating income
|
|
|
|
|
|
|
1,764
|
|
|||||||
Interest expense
|
|
|
|
|
|
|
(2,495
|
)
|
|||||||
Other expense, net
|
|
|
|
|
|
|
(40
|
)
|
|||||||
Loss before income taxes
|
|
|
|
|
|
|
$
|
(771
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
Other Information
|
Wireless
|
|
Wireline
|
|
Corporate and
Other |
|
Consolidated
|
||||||||
|
(in millions)
|
||||||||||||||
As of and for the year ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
11,776
|
|
|
$
|
242
|
|
|
$
|
386
|
|
|
$
|
12,404
|
|
Total assets
|
$
|
74,929
|
|
|
$
|
1,148
|
|
|
$
|
8,524
|
|
|
$
|
84,601
|
|
|
|
|
|
|
|
|
|
||||||||
As of and for the year ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
10,221
|
|
|
$
|
166
|
|
|
$
|
393
|
|
|
$
|
10,780
|
|
Total assets
|
$
|
73,834
|
|
|
$
|
1,117
|
|
|
$
|
10,508
|
|
|
$
|
85,459
|
|
|
|
|
|
|
|
|
|
||||||||
As of and for the year ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
6,568
|
|
|
$
|
94
|
|
|
$
|
264
|
|
|
$
|
6,926
|
|
Total assets
|
$
|
74,098
|
|
|
$
|
1,168
|
|
|
$
|
9,857
|
|
|
$
|
85,123
|
|
|
|
|
|
|
|
|
|
(1)
|
The year ended
March 31, 2019
includes
$32 million
of hurricane-related reimbursements, which are classified in our consolidated statements of operations as follows:
$3 million
as revenue in net operating revenues,
$6 million
as cost of services,
$1 million
as selling, general and administrative expenses and
$22 million
as other, net, all within the Wireless segment. The year ended
March 31, 2018
includes
$107 million
of hurricane-related costs which are classified in our consolidated statements of operations as follows:
$33 million
as contra-revenue in net operating revenues,
$48 million
as cost of services,
$21 million
as selling, general and administrative expenses and
$5 million
as other, net, all within the Wireless segment. In addition, the year ended
March 31, 2018
includes a
$51 million
charge related to a regulatory fee matter, which is classified as cost of services in our consolidated statements of operations.
|
(2)
|
Inter-segment revenues consist primarily of wireline services provided to the Wireless segment for resale to, or use by, wireless subscribers.
|
(3)
|
The
year ended
March 31, 2019
includes
$346 million
of merger-related costs, which were recorded as selling, general and administrative expenses in the consolidated statements of operations.
|
(4)
|
During the year ended March 31, 2019, the Company completed its annual impairment testing for goodwill assigned to the Wireless reporting unit and as a result, recorded a non-cash impairment charge of
$2.0 billion
. See Note 6. Intangible Assets.
|
(5)
|
Other, net for the year ended
March 31, 2019
consists of
$85 million
of severance and exit costs primarily due to access termination charges, lease exit costs and reductions in work force. The
year ended
March 31, 2019
includes
$492 million
of loss on disposal of property, plant and equipment primarily related to cell site construction costs and network equipment that are no longer recoverable as a result of changes in our network plans. In addition, the
year ended
March 31, 2019
includes a
$15 million
gain from the sale of certain assets,
$74 million
in litigation expense and
$34 million
associated with the purchase of certain leased spectrum assets, which upon termination of the related spectrum leases resulted in the accelerated recognition of the unamortized favorable lease balances. Other, net for the year ended
March 31, 2018
consists of
$80 million
of severance and exit costs and a
$364 million
loss on disposal of property, plant and equipment, which consisted of a
$370 million
loss related to cell site construction costs that are no longer recoverable as a result of changes in our network plans, slightly offset by a
$6 million
gain. In addition, the year ended
March 31, 2018
included a
$479 million
non-cash gain related to spectrum license exchanges with other carriers, net reductions of
$305 million
primarily associated with legal settlements or favorable developments in pending legal proceedings, combined with a
$5 million
reversal of previously accrued contract termination costs related to the termination of our relationship with General Wireless Operations Inc. (RadioShack). Other, net for the year ended
March 31, 2017
consists of
$66 million
of severance and exit costs,
$140 million
for a state tax matter combined with legal reserves related to other pending legal suits and proceedings, and a
$28 million
loss on disposal of property, plant and equipment related to cell site construction costs that are no longer recoverable as a result of changes in our network plans. In addition, the year ended
March 31, 2017
included a
$354 million
non-cash gain related to spectrum license exchanges with other carriers and
$140 million
of contract termination costs, primarily related to the termination of our pre-existing wholesale arrangement with nTelos, as a result of the Shentel transaction combined with the costs related to the termination of our relationship with General Wireless Operations Inc. (RadioShack).
|
Operating Revenues by Service and Products
|
Wireless
|
|
Wireline
|
|
Corporate,
Other and Eliminations (1) |
|
Consolidated
|
||||||||
|
(in millions)
|
||||||||||||||
Year Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Service revenue
(2)
|
$
|
20,653
|
|
|
$
|
1,211
|
|
|
$
|
(272
|
)
|
|
$
|
21,592
|
|
Wireless equipment sales
|
5,606
|
|
|
—
|
|
|
—
|
|
|
5,606
|
|
||||
Wireless equipment rentals
|
5,137
|
|
|
—
|
|
|
—
|
|
|
5,137
|
|
||||
Other
|
1,160
|
|
|
85
|
|
|
17
|
|
|
1,262
|
|
||||
Total net operating revenues
|
$
|
32,556
|
|
|
$
|
1,296
|
|
|
$
|
(255
|
)
|
|
$
|
33,597
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Revenues by Service and Products
|
Wireless
|
|
Wireline
|
|
Corporate,
Other and Eliminations (1) |
|
Consolidated
|
||||||||
|
(in millions)
|
||||||||||||||
Year Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Service revenue
(2)
|
$
|
21,400
|
|
|
$
|
1,514
|
|
|
$
|
(328
|
)
|
|
$
|
22,586
|
|
Wireless equipment sales
|
4,524
|
|
|
—
|
|
|
—
|
|
|
4,524
|
|
||||
Wireless equipment rentals
|
4,048
|
|
|
—
|
|
|
—
|
|
|
4,048
|
|
||||
Other
|
1,198
|
|
|
65
|
|
|
18
|
|
|
1,281
|
|
||||
Total net operating revenues
|
$
|
31,170
|
|
|
$
|
1,579
|
|
|
$
|
(310
|
)
|
|
$
|
32,439
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Revenues by Service and Products
|
Wireless
|
|
Wireline
|
|
Corporate,
Other and
Eliminations
(1)
|
|
Consolidated
|
||||||||
|
(in millions)
|
||||||||||||||
Year Ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Service revenue
(3)
|
$
|
22,755
|
|
|
$
|
1,962
|
|
|
$
|
(495
|
)
|
|
$
|
24,222
|
|
Wireless equipment sales
|
4,684
|
|
|
—
|
|
|
—
|
|
|
4,684
|
|
||||
Wireless equipment rentals
|
3,295
|
|
|
—
|
|
|
—
|
|
|
3,295
|
|
||||
Other
(3)
|
1,053
|
|
|
81
|
|
|
12
|
|
|
1,146
|
|
||||
Total net operating revenues
|
$
|
31,787
|
|
|
$
|
2,043
|
|
|
$
|
(483
|
)
|
|
$
|
33,347
|
|
|
|
|
|
|
|
|
|
(1)
|
Revenues eliminated in consolidation consist primarily of wireline services provided to the Wireless segment for resale to or use by wireless subscribers.
|
(2)
|
Service revenue related to the Wireless segment for the
year ended
March 31, 2019
excludes
$3 million
of hurricane-related revenue reimbursements reflected in net operating revenues in our consolidated statements of operations. Service revenue related to the Wireless segment for the
year ended
March 31, 2018
excludes
$33 million
of hurricane-related contra-revenue costs reflected in net operating revenues in our consolidated statements of operations.
|
(3)
|
Sprint is no longer reporting Lifeline subscribers due to regulatory changes resulting in tighter program restrictions. We have excluded these subscribers from our customer base for all periods presented, including our Assurance Wireless prepaid brand and subscribers through our wholesale Lifeline mobile virtual network operators (MVNO). The above tables reflect the reclassification of the related Assurance Wireless prepaid revenue within the Wireless segment from Wireless services to Other of
$360 million
for the year ended March 31, 2017. Revenue associated with subscribers through our wholesale Lifeline MVNOs continues to remain in Other following this change.
|
Note 15.
|
Quarterly Financial Data (Unaudited)
|
|
Quarter
|
||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
Fiscal year 2018
|
|
|
|
|
|
|
|
||||||||
Net operating revenues
|
$
|
8,125
|
|
|
$
|
8,433
|
|
|
$
|
8,601
|
|
|
$
|
8,441
|
|
Operating income (loss)
|
$
|
815
|
|
|
$
|
778
|
|
|
$
|
479
|
|
|
$
|
(1,674
|
)
|
Net income (loss)
(1)
|
$
|
173
|
|
|
$
|
207
|
|
|
$
|
(145
|
)
|
|
$
|
(2,178
|
)
|
Net income (loss) attributable to Sprint Corporation
(1)
|
$
|
176
|
|
|
$
|
196
|
|
|
$
|
(141
|
)
|
|
$
|
(2,174
|
)
|
Basic income (loss) per common share
(2)
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.53
|
)
|
Diluted income (loss) per common share
(2)
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.53
|
)
|
|
|
|
|
|
|
|
|
||||||||
Fiscal year 2017
|
|
|
|
|
|
|
|
||||||||
Net operating revenues
|
$
|
8,157
|
|
|
$
|
7,927
|
|
|
$
|
8,239
|
|
|
$
|
8,083
|
|
Operating income
|
$
|
1,163
|
|
|
$
|
601
|
|
|
$
|
727
|
|
|
$
|
236
|
|
Net income (loss)
|
$
|
206
|
|
|
$
|
(48
|
)
|
|
$
|
7,156
|
|
|
$
|
63
|
|
Net income (loss) attributable to Sprint Corporation
|
$
|
206
|
|
|
$
|
(48
|
)
|
|
$
|
7,162
|
|
|
$
|
69
|
|
Basic income (loss) per common share
(2)
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.79
|
|
|
$
|
0.02
|
|
Diluted income (loss) per common share
(2)
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.76
|
|
|
$
|
0.02
|
|
(1)
|
During the quarter ended March 31, 2019, the Company completed its annual impairment testing for goodwill assigned to the Wireless reporting unit and as a result, recorded a non-cash impairment charge of
$2.0 billion
. See Note 6. Intangible Assets.
|
(2)
|
The sum of the quarterly earnings per share amounts may not equal the annual amounts because of the changes in the weighted average number of shares outstanding during the year.
|
Note 16.
|
Related-Party Transactions
|
|
March 31,
|
||||||
Consolidated balance sheets:
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Accounts receivable
|
$
|
187
|
|
|
$
|
188
|
|
Accounts payable and accrued expenses and other current liabilities
|
$
|
109
|
|
|
$
|
88
|
|
|
Year Ended March 31,
|
||||||||||
Consolidated statements of operations:
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
||||||||||
Equipment sales
|
$
|
1,890
|
|
|
$
|
1,922
|
|
|
$
|
1,682
|
|
Cost of equipment sales
|
$
|
1,969
|
|
|
$
|
1,986
|
|
|
$
|
1,600
|
|
Note 17.
|
Guarantor Financial Information
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
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
|
|
|
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
|
)
|
|
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
|
|
|
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
|
|
|
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
|
|
•
|
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder;
|
•
|
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not
|
•
|
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
•
|
any merger or consolidation involving the corporation and the interested stockholder;
|
•
|
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
|
•
|
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
|
•
|
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
|
•
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
|
•
|
any director of Sprint may be removed, with or without cause, by action of holders of capital stock having a majority of the voting power of then-outstanding shares entitled to vote in the election of directors; and
|
•
|
any director nominated by SoftBank or its controlled affiliates may be removed by SoftBank or its relevant controlled affiliate by written notice to the Sprint board of directors.
|
2019 Incremental Lender
|
2019 Incremental Term Loan Commitment
|
JPMorgan Chase Bank, N.A.
|
$900,000,000.00
|
TOTAL
|
$900,000,000.00
|
Level
|
Total Indebtedness Ratio
|
Base Rate Loans
|
Eurodollar Loans
|
Commitment Fee
|
Level I
|
< 2.50:1.00
|
0.75%
|
1.75%
|
0.25%
|
Level II
|
≥ 2.50:1.00 but < 3.00:1.00
|
1.00%
|
2.00%
|
0.30%
|
Level III
|
≥ 3.00:1.00 but < 3.50:1.00
|
1.25%
|
2.25%
|
0.35%
|
Level IV
|
≥ 3.50:1.00 but < 4.75:1.00
|
1.50%
|
2.50%
|
0.40%
|
Level V
|
≥ 4.75:1.00
|
1.75%
|
2.75%
|
0.45%
|
Issuing Bank
|
Maximum LC Exposure
|
JPMorgan Chase Bank, N.A.
|
$125,000,000
|
Citibank, N.A.
|
$125,000,000
|
Mizuho Bank, Ltd.
|
$125,000,000
|
Goldman Sachs Bank USA
|
$125,000,000
|
|
|
Fiscal Quarter
|
Total Indebtedness Ratio
|
|
|
March 31, 2017
|
6.00 to 1.00
|
June 30, 2017
|
6.00 to 1.00
|
September 30, 2017
|
6.00 to 1.00
|
December 31, 2017
|
6.00 to 1.00
|
March 31, 2018
|
4.75 to 1.00
|
June 30, 2018
|
4.75 to 1.00
|
September 30, 2018
|
4.75 to 1.00
|
December 31, 2018
|
4.75 to 1.00
|
March 31, 2019
|
3.75 to 1.00
|
June 30, 2019
|
3.75 to 1.00
|
September 30, 2019
|
3.75 to 1.00
|
December 31, 2019
|
3.75 to 1.00
|
March 31, 2020 and each fiscal quarter ending thereafter
|
3.50 to 1.00
|
Fiscal Quarter
|
Total Interest Coverage Ratio
|
|
|
March 31, 2017
|
2.25 to 1.00
|
June 30, 2017
|
2.75 to 1.00
|
September 30, 2017
|
2.75 to 1.00
|
December 31, 2017
|
2.75 to 1.00
|
March 31, 2018
|
2.75 to 1.00
|
June 30, 2018
|
3.00 to 1.00
|
September 30, 2018
|
3.00 to 1.00
|
December 31, 2018
|
3.00 to 1.00
|
March 31, 2019
|
3.00 to 1.00
|
June 30, 2019 and each fiscal quarter ending thereafter
|
3.25 to 1.00
|
SUBSIDIARY
|
STATE/COUNTRY
|
Alda Wireless Holdings, LLC
|
Delaware
|
American Telecasting Development, LLC
|
Delaware
|
American Telecasting of Anchorage, LLC
|
Delaware
|
American Telecasting of Columbus, LLC
|
Delaware
|
American Telecasting of Denver, LLC
|
Delaware
|
American Telecasting of Fort Myers, LLC
|
Delaware
|
American Telecasting of Ft. Collins, LLC
|
Delaware
|
American Telecasting of Green Bay, LLC
|
Delaware
|
American Telecasting of Lansing, LLC
|
Delaware
|
American Telecasting of Lincoln, LLC
|
Delaware
|
American Telecasting of Little Rock, LLC
|
Delaware
|
American Telecasting of Louisville, LLC
|
Delaware
|
American Telecasting of Medford, LLC
|
Delaware
|
American Telecasting of Michiana, LLC
|
Delaware
|
American Telecasting of Monterey, LLC
|
Delaware
|
American Telecasting of Redding, LLC
|
Delaware
|
American Telecasting of Santa Barbara, LLC
|
Delaware
|
American Telecasting of Seattle, LLC
|
Delaware
|
American Telecasting of Sheridan, LLC
|
Delaware
|
American Telecasting of Yuba City, LLC
|
Delaware
|
APC Realty and Equipment Company, LLC
|
Delaware
|
Assurance Wireless of South Carolina, LLC
|
Delaware
|
ATI Sub, LLC
|
Delaware
|
Boost Worldwide, LLC
|
Delaware
|
Broadcast Cable, LLC
|
Delaware
|
Clear Wireless LLC
|
Nevada
|
Clearwire Communications LLC
|
Delaware
|
Clearwire Corporation
|
Delaware
|
Clearwire Hawaii Partners Spectrum, LLC
|
Nevada
|
Clearwire International, LLC
|
Washington
|
Clearwire IP Holdings LLC
|
New York
|
Clearwire Legacy LLC
|
Delaware
|
Clearwire Spectrum Holdings II LLC
|
Nevada
|
Clearwire Spectrum Holdings III LLC
|
Nevada
|
Clearwire Spectrum Holdings LLC
|
Nevada
|
Clearwire XOHM LLC
|
Delaware
|
Fixed Wireless Holdings, LLC
|
Delaware
|
Fresno MMDS Associates, LLC
|
Delaware
|
Independent Wireless One Leased Realty Corporation
|
Delaware
|
Kennewick Licensing, LLC
|
Delaware
|
MinorCo, LLC
|
Delaware
|
Nextel Communications of the Mid-Atlantic, Inc.
|
Delaware
|
Nextel of New York, Inc.
|
Delaware
|
Nextel of Puerto Rico, Inc.
|
Puerto Rico
|
Nextel Retail Stores, LLC
|
Delaware
|
Nextel South Corp.
|
Georgia
|
Nextel Systems, LLC
|
Delaware
|
Nextel West Corp.
|
Delaware
|
NSAC, LLC
|
Delaware
|
PCTV Gold II, LLC
|
Delaware
|
PCTV Sub, LLC
|
Delaware
|
People’s Choice TV of Houston, LLC
|
Delaware
|
People’s Choice TV of St. Louis, LLC
|
Delaware
|
PRWireless HoldCo, LLC -
55% ownership
|
Delaware
|
SFE 1, LLC
|
Delaware
|
SFE 2, LLC
|
Delaware
|
SIHI Mexico S. de R.L. de C.V.
|
Mexico
|
SIHI Scandinavia AB
|
Sweden
|
SIHI New Zealand Holdco, Inc.
|
Kansas
|
SN Holdings (BR I) LLC
|
Delaware
|
SN UHC 1, Inc.
|
Delaware
|
SN UHC 3, Inc.
|
Delaware
|
SN UHC 4, Inc.
|
Delaware
|
Speedchoice of Detroit, LLC
|
Delaware
|
Speedchoice of Phoenix, LLC
|
Delaware
|
Sprint (Bay Area), LLC
|
Delaware
|
Sprint Brasil Servicos de Telecomunicacoes Ltda.
|
Brazil
|
Sprint Capital Corporation
|
Delaware
|
Sprint Communications Company L.P.
|
Delaware
|
Sprint Communications Company of New Hampshire, Inc.
|
New Hampshire
|
Sprint Communications Company of Virginia, Inc.
|
Virginia
|
Sprint Communications, Inc. (formerly Sprint Nextel Corporation)
|
Kansas
|
Sprint Connect LLC
|
Kansas
|
Sprint Corporation
|
Kansas
|
Sprint Corporation (Inactive)
|
Missouri
|
Sprint eBusiness, Inc.
|
Kansas
|
Sprint Enterprise Mobility, LLC
|
Delaware
|
Sprint Enterprise Network Services, Inc.
|
Kansas
|
Sprint eWireless, Inc.
|
Kansas
|
Sprint Federal Management LLC
|
Delaware
|
Sprint Federal Operations LLC
|
Delaware
|
Sprint HoldCo, LLC
|
Delaware
|
Sprint Intermediate HoldCo LLC
|
Delaware
|
Sprint Intermediate HoldCo II LLC
|
Delaware
|
Sprint Intermediate HoldCo III LLC
|
Delaware
|
Sprint Hong Kong Limited
|
Hong Kong
|
Sprint International Argentina SRL
|
Argentina
|
Sprint International Australia Pty. Limited
|
Australia
|
Sprint International Austria GmbH
|
Austria
|
Sprint International Caribe LLC
|
Puerto Rico
|
Sprint International Chile Limitada
|
Chile
|
Sprint International Colombia Ltda.
|
Colombia
|
Sprint International Communications Canada ULC
|
Canada
|
Sprint International Communications Corporation
|
Delaware
|
Sprint International Communications Singapore Pte. Ltd.
|
Singapore
|
Sprint International Czech Republic S.R.O.
|
Czech Republic
|
Sprint International do Brasil Ltda.
|
Brazil
|
Sprint International Holding, Inc.
|
Kansas
|
Sprint International Hungary Korlátolt Felelõsségû Társaság
|
Hungary
|
Sprint International Incorporated
|
Delaware
|
Sprint International Japan Corp.
|
Japan
|
Sprint International Korea
|
Korea
|
Sprint International Network Company LLC
|
Delaware
|
Sprint International New Zealand
|
New Zealand
|
Sprint International Norway AS
|
Norway
|
Sprint International Spain, S.L.
|
Spain
|
Sprint International Taiwan Limited
|
Taiwan
|
Sprint International Venezuela, S.R.L.
|
Venezuela
|
Sprint PCS Assets, L.L.C.
|
Delaware
|
Sprint Puerto Rico Holdings LLC
|
Delaware
|
Sprint RUS LLC
|
Russia
|
Sprint Solutions, Inc.
|
Delaware
|
Sprint Spectrum Co LLC
|
Delaware
|
Sprint Spectrum Co II LLC
|
Delaware
|
Sprint Spectrum Co III LLC
|
Delaware
|
Sprint Spectrum Depositor LLC
|
Delaware
|
Sprint Spectrum Depositor II LLC
|
Delaware
|
Sprint Spectrum Depositor III LLC
|
Delaware
|
Sprint Spectrum Holding Company, LLC
|
Delaware
|
Sprint Spectrum L.P.
|
Delaware
|
Sprint Spectrum License Holder LLC
|
Delaware
|
Sprint Spectrum License Holder II LLC
|
Delaware
|
Sprint Spectrum License Holder III LLC
|
Delaware
|
Sprint Spectrum PledgeCo LLC
|
Delaware
|
Sprint Spectrum PledgeCo II LLC
|
Delaware
|
Sprint Spectrum PledgeCo III LLC
|
Delaware
|
Sprint Spectrum Realty Company, LLC
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Sprint Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Michel Combes
|
Michel Combes
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Sprint Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Andrew Davies
|
Andrew Davies
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michel Combes
|
Michel Combes
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Andrew Davies
|
Andrew Davies
|
Chief Financial Officer
|