Edgar Filing: SPRINT Corp

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File number 1-04721

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SPRINT CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	46-1170005
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6200 Sprint Parkway, Overland Park, Kansas	66251
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (913) 794-1091

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x

COMMON SHARES OUTSTANDING AT NOVEMBER 6, 2018:



Sprint Corporation Common Stock	4,077,576,840

Table of Contents

SPRINT CORPORATION

TABLE OF CONTENTS



		Page Reference
Item	PART I — FINANCIAL INFORMATION
1.	Financial Statements	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Comprehensive Income (Loss)	2
	Consolidated Statements of Cash Flows	3
	Consolidated Statements of Changes in Equity	4
	Notes to the Consolidated Financial Statements	5
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	44
3.	Quantitative and Qualitative Disclosures About Market Risk	66
4.	Controls and Procedures	66


	PART II — OTHER INFORMATION
1.	Legal Proceedings	67
1A.	Risk Factors	67
2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
3.	Defaults Upon Senior Securities	68
4.	Mine Safety Disclosures	68
5.	Other Information	69
6.	Exhibits	70
Signature		71

Table of Contents

PART I — FINANCIAL INFORMATION


Item 1.	Financial Statements (Unaudited)

SPRINT CORPORATION

CONSOLIDATED BALANCE SHEETS



	September 30,			March 31,
	2018			2018
	(in millions, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	5,726		$	6,610
Short-term investments	3,186			2,354
Accounts and notes receivable, net of allowance for doubtful accounts and deferred interest of $321 and $409, respectively	3,555			3,711
Device and accessory inventory	859			1,003
Prepaid expenses and other current assets	1,121			575
Total current assets	14,447			14,253
Property, plant and equipment, net	20,816			19,925
Costs to acquire a customer contract	1,379			—
Intangible assets
Goodwill	6,598			6,586
FCC licenses and other	41,373			41,309
Definite-lived intangible assets, net	2,075			2,465
Other assets	1,163			921
Total assets	$	87,851		$	85,459
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	4,210		$	3,409
Accrued expenses and other current liabilities	3,370			3,962
Current portion of long-term debt, financing and capital lease obligations	5,346			3,429
Total current liabilities	12,926			10,800
Long-term debt, financing and capital lease obligations	35,329			37,463
Deferred tax liabilities	7,704			7,294
Other liabilities	3,428			3,483
Total liabilities	59,387			59,040
Commitments and contingencies
Stockholders' equity:
Common stock, voting, par value $0.01 per share, 9.0 billion authorized, 4.079 billion and 4.005 billion issued, respectively	41			40
Paid-in capital	28,251			27,884
Treasury shares, at cost	(15		)	—
Retained earnings (accumulated deficit)	432			(1,255		)
Accumulated other comprehensive loss	(308		)	(313		)
Total stockholders' equity	28,401			26,356
Noncontrolling interests	63			63
Total equity	28,464			26,419
Total liabilities and equity	$	87,851		$	85,459

See Notes to the Consolidated Financial Statements

Table of Contents

SPRINT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
	(in millions, except per share amounts)
Net operating revenues:
Service	$	5,762		$	5,967		$	11,502		$	12,038
Equipment sales	1,418			994			2,591			2,181
Equipment rentals	1,253			966			2,465			1,865
	8,433			7,927			16,558			16,084
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	1,694			1,698			3,371			3,407
Cost of equipment sales	1,517			1,404			2,787			2,949
Cost of equipment rentals (exclusive of depreciation below)	151			112			275			224
Selling, general and administrative	1,861			2,013			3,728			3,951
Severance and exit costs	25			—			33			—
Depreciation - network and other	1,021			997			2,044			1,974
Depreciation - equipment rentals	1,181			888			2,317			1,742
Amortization	159			209			330			432
Other, net	46			5			80			(359		)
	7,655			7,326			14,965			14,320
Operating income	778			601			1,593			1,764
Other (expense) income:
Interest expense	(633		)	(595		)	(1,270		)	(1,208		)
Other income (expense), net	79			44			121			(8		)
	(554		)	(551		)	(1,149		)	(1,216		)
Income before income taxes	224			50			444			548
Income tax expense	(17		)	(98		)	(64		)	(390		)
Net income (loss)	207			(48		)	380			158
Less: Net income attributable to noncontrolling interests	(11		)	—			(8		)	—
Net income (loss) attributable to Sprint Corporation	$	196		$	(48	)	$	372		$	158

Basic net income (loss) per common share attributable to Sprint Corporation	$	0.05		$	(0.01	)	$	0.09		$	0.04
Diluted net income (loss) per common share attributable to Sprint Corporation	$	0.05		$	(0.01	)	$	0.09		$	0.04
Basic weighted average common shares outstanding	4,061			3,998			4,036			3,996
Diluted weighted average common shares outstanding	4,124			3,998			4,095			4,080

Other comprehensive income (loss), net of tax:
Net unrealized holding gains (losses) on securities and other	$	1		$	13		$	(7	)	$	18
Net unrealized holding gains (losses) on derivatives	7			2			17			(7		)
Net unrecognized net periodic pension and other postretirement benefits	1			1			3			1
Cumulative effect of accounting change	—			—			(8		)	—
Other comprehensive income	9			16			5			12
Comprehensive income (loss)	$	216		$	(32	)	$	385		$	170

See Notes to the Consolidated Financial Statements

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SPRINT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Six Months Ended
	September 30,
	2018			2017
	(in millions)
Cash flows from operating activities:
Net income	$	380		$	158
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,691			4,148
Provision for losses on accounts receivable	166			199
Share-based and long-term incentive compensation expense	68			87
Deferred income tax expense	39			364
Gains from asset dispositions and exchanges	—			(479		)
Loss on early extinguishment of debt	—			65
Amortization of long-term debt premiums, net	(67		)	(90		)
Loss on disposal of property, plant and equipment	343			410
Deferred purchase price from sale of receivables	(223		)	(640		)
Other changes in assets and liabilities:
Accounts and notes receivable	85			(179		)
Inventories and other current assets	168			541
Accounts payable and other current liabilities	(95		)	(161		)
Non-current assets and liabilities, net	(384		)	183
Other, net	186			120
Net cash provided by operating activities	5,357			4,726
Cash flows from investing activities:
Capital expenditures - network and other	(2,398		)	(1,843		)
Capital expenditures - leased devices	(3,524		)	(3,065		)
Expenditures relating to FCC licenses	(70		)	(19		)
Proceeds from sales and maturities of short-term investments	4,002			5,582
Purchases of short-term investments	(4,834		)	(1,748		)
Proceeds from sales of assets and FCC licenses	272			218
Proceeds from deferred purchase price from sale of receivables	223			640
Other, net	42			(2		)
Net cash used in investing activities	(6,287		)	(237		)
Cash flows from financing activities:
Proceeds from debt and financings	2,944			1,860
Repayments of debt, financing and capital lease obligations	(2,928		)	(4,261		)
Debt financing costs	(248		)	(9		)
Call premiums paid on debt redemptions	—			(129		)
Proceeds from issuance of common stock, net	276			1
Other, net	—			(22		)
Net cash provided by (used in) financing activities	44			(2,560		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(886		)	1,929
Cash, cash equivalents and restricted cash, beginning of period	6,659			2,942
Cash, cash equivalents and restricted cash, end of period	$	5,773		$	4,871

See Notes to the Consolidated Financial Statements

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SPRINT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)



	Six Months Ended September 30, 2018
	Common Stock			Paid-in Capital			Treasury Shares				(Accumulated Deficit) Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
	Shares	Amount					Shares	Amount
Balance, March 31, 2018	4,005	$	40	$	27,884		—	$	—		$	(1,255	)	$	(313	)	$	63		$	26,419
Net income (loss)											176						(3		)	173
Other comprehensive income, net of tax														4						4
Issuance of common stock, net	8			2			1	(4		)										(2		)
Share-based compensation expense				40																40
Capital contribution by SoftBank				1																1
Cumulative effect of accounting changes											1,315			(8		)				1,307
Other, net				3																3
Increase (decrease) attributable to noncontrolling interests				8													(8		)	—
Balance, June 30, 2018	4,013	40		27,938			1	(4		)	236			(317		)	52			27,945
Net income											196						11			207
Other comprehensive income, net of tax														9						9
Issuance of common stock, net	66	1		288			1	(11		)										278
Share-based compensation expense				27																27
Capital contribution by SoftBank				1																1
Other, net				(3		)								—						(3		)
Balance, September 30, 2018	4,079	$	41	$	28,251		2	$	(15	)	$	432		$	(308	)	$	63		$	28,464



	Six Months Ended September 30, 2017
	Common Stock			Paid-in Capital			Treasury Shares				Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Equity
	Shares	Amount					Shares	Amount
Balance, March 31, 2017	3,989	$	40	$	27,756		—	$	—		$	(8,584	)	$	(404	)	$	18,808
Net income											206						206
Other comprehensive loss, net of tax														(4		)	(4		)
Issuance of common stock, net	7			9													9
Share-based compensation expense				40													40
Capital contribution by SoftBank				2													2
Other, net				(46		)											(46		)
Balance, June 30, 2017	3,996	40		27,761			—	—			(8,378		)	(408		)	19,015
Net loss											(48		)				(48		)
Other comprehensive income, net of tax														16			16
Issuance of common stock, net	4			1			1	(9		)							(8		)
Share-based compensation expense				47													47
Capital contribution by SoftBank				3													3
Other, net				(5		)											(5		)
Balance, September 30, 2017	4,000	$	40	$	27,807		1	$	(9	)	$	(8,426	)	$	(392	)	$	19,020

See Notes to the Consolidated Financial Statements

Table of Contents

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

INDEX



		Page Reference
1.	Basis of Presentation and Other Information	6

2.	New Accounting Pronouncements	7

3.	Installment Receivables	11

4.	Financial Instruments	12

5.	Property, Plant and Equipment	13

6.	Intangible Assets	14

7	Long-Term Debt, Financing and Capital Lease Obligations	15

8.	Revenues from Contracts with Customers	20

9.	Severance and Exit Costs	25

10.	Income Taxes	26

11.	Commitments and Contingencies	27

12.	Per Share Data	29

13.	Segments	29

14.	Related-Party Transactions	33

15.	Guarantor Financial Information	34

16.	Additional Financial Information	43

Table of Contents

Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 1.	Basis of Presentation and Other Information

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been omitted. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our Annual report on Form 10-K for the year ended March 31, 2018. Unless the context otherwise requires, references to "Sprint," "we," "us," "our" and the "Company" mean Sprint Corporation and its consolidated subsidiaries for all periods presented, and references to "Sprint Communications" are to Sprint Communications, Inc. and its consolidated subsidiaries.

The preparation of the unaudited interim consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements. These estimates are inherently subject to judgment and actual results could differ.

The consolidated financial statements include our accounts, those of our 100% owned subsidiaries, and subsidiaries we control or in which we have a controlling financial interest. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in "Net income (loss)" and "Total equity". All intercompany transactions and balances have been eliminated in consolidation.

Reclassification of Prior Period Amounts

Certain prior period amounts have been reclassified to conform to the current period presentation. As a result of the growing significance of our leasing program, in fiscal year 2017 we disaggregated equipment revenue between device sales and device operating lease revenue in our consolidated statements of comprehensive income (loss). Revenue derived from device sales is now being reported in a new caption called "Equipment sales," and revenue derived from device operating leases is now being reported in a new caption called "Equipment rentals." For the three and six-month periods ended September 30, 2017, we have disaggregated revenues of $966 million and $1.9 billion, respectively, from equipment revenue to "Equipment rentals."

To align with the changes made to our revenue presentation, we have added two new captions within the consolidated statements of comprehensive income (loss) to capture certain costs directly attributable to our leasing activities consisting of "Cost of equipment rentals (exclusive of depreciation)" and "Depreciation - equipment rentals." For the three and six-month periods ended September 30, 2017, we have reclassed $112 million and $224 million, respectively, of loss on disposal of property, plant and equipment, net of recoveries resulting from the write-off of leased devices from "Other, net" to the new caption called "Cost of equipment rentals (exclusive of depreciation)." Additionally, we disaggregated total depreciation between network and other versus depreciation related to equipment rentals. Network and other depreciation is now being reported in a new caption called "Depreciation - network and other," and depreciation derived from equipment rentals is now being reported in a new caption called "Depreciation - equipment rentals." For the three and six-month periods ended September 30, 2017, we have disaggregated depreciation of $888 million and $1.7 billion, respectively, from depreciation to "Depreciation - equipment rentals."

Total net operating revenues, net operating expenses, net income (loss), and basic and diluted earnings per share were not affected by these reclassifications.

On January 1, 2018, the Company adopted authoritative guidance regarding Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The Company adopted this standard with retrospective application to the consolidated statements of cash flows. The standard impacted the presentation of cash flows related to beneficial interests in securitization transactions, which is the deferred purchase price associated with our accounts receivable facility, resulting in reclassification of cash inflows from operating activities to investing activities of $640 million for the six-month period ended September 30, 2017 in our consolidated statements of cash flows. The standard also impacted the presentation of cash flows related to separately identifiable cash flows and application of the predominance principal primarily related to direct channel leased devices resulting in a material reclassification of cash outflows from operating

Table of Contents

Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

activities to investing activities of $2.0 billion for the six-month period ended September 30, 2017 in our consolidated statements of cash flows. In addition, the standard also impacted the presentation of cash flows related to debt prepayment or debt extinguishment costs and resulted in a reclassification of cash outflows from operating activities to financing activities of $129 million for the six-month period ended September 30, 2017 in our consolidated statements of cash flows. Proceeds from the settlement of corporate-owned life insurance policies resulted in a $2 million reclassification between operating and investing activities in our consolidated statements of cash flows for the six-month period ended September 30, 2017.

On January 1, 2018, the Company adopted authoritative guidance regarding Statement of Cash Flows: Restricted Cash, requiring that amounts generally described as restricted cash or restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard with retrospective application to the consolidated statements of cash flows. The adoption of this standard resulted in an increase of $72 million in the beginning balance of cash, cash equivalents and restricted cash on April 1, 2017.

Business Combination Agreement

On April 29, 2018, we announced that we entered into a Business Combination Agreement with T-Mobile US (T-Mobile) to merge in an all-stock transaction for a fixed exchange ratio of 0.10256 of T-Mobile shares for each Sprint share, or the equivalent of 9.75 Sprint shares for each T-Mobile share. Immediately following the transactions, Deutsche Telekom AG and SoftBank Group Corp. are expected to hold approximately 42% and 27% of fully-diluted shares of the combined company, respectively, with the remaining 31% of the fully-diluted shares of the combined company held by public stockholders. The Board will consist of 14 directors, of which nine will be nominated by Deutsche Telekom AG, four will be nominated by SoftBank Group Corp, and the final director will be the CEO of the combined company. The combined company will be named T-Mobile. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of calendar year 2019. Sprint and T-Mobile completed the Hart-Scott-Rodino filing with the Department of Justice on May 24, 2018. On June 18, 2018, the parties filed with the FCC the merger applications, including the Public Interest Statement. On July 18, 2018, the FCC accepted the applications for filing and established a public comment period for the transaction. The formal comment period concluded on October 31, 2018.


Note 2.	New Accounting Pronouncements

Accounting Pronouncements Adopted During the Current Year

In May 2014, the Financial Accounting Standards Board (FASB) issued new authoritative literature, Revenue from Contracts with Customers (Topic 606). This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The new standard supersedes much of the existing authoritative literature for revenue recognition (Topic 605). The standard update also amends current guidance for the recognition of costs to obtain and fulfill contracts with customers such that incremental costs of obtaining and direct costs of fulfilling contracts with customers will be deferred and amortized consistent with the transfer of the related good or service. Upon adoption, the Company applied the standard only to contracts that were not completed, referred to as open contracts.

The Company adopted this standard update beginning on April 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying the standard be recognized at the date of application beginning April 1, 2018. We recorded a pre-tax cumulative effect of $1.7 billion ($1.3 billion, net of tax) as a reduction to the April 1, 2018 opening balance of accumulated deficit. Results for reporting periods beginning after April 1, 2018 are presented under Topic 606, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note 8. Revenues from Contracts with Customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under Topic 606.

In January 2016, the FASB issued authoritative guidance regarding Financial Instruments, which amended guidance on the classification and measurement of financial instruments. Under the new guidance, entities will be required to measure equity investments that are not consolidated or accounted for under the equity method at fair value with any changes in fair value recorded in net income (loss), unless the entity has elected the new practicability exception. For financial

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

liabilities measured using the fair value option, entities will be required to separately present in other comprehensive income (loss) the portion of the changes in fair value attributable to instrument-specific credit risk. Additionally, the guidance amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted this standard update beginning on April 1, 2018 on a retrospective basis resulting in a pre-tax cumulative effect of $12 million ($8 million, net of tax) to our opening balance of accumulated deficit.

In October 2016, the FASB issued authoritative guidance regarding Income Taxes, which amended guidance for the income tax consequences of intra-entity transfers of assets other than inventory. Under the new guidance, entities will be required to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, thereby eliminating the recognition exception within current guidance. The Company adopted this standard on April 1, 2018 on a modified retrospective basis with no impact to our consolidated financial statements.

In January 2017, the FASB issued authoritative guidance amending Business Combinations: Clarifying the Definition of a Business, to clarify the definition of a business with the objective of providing a more robust framework to assist management when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted this standard on April 1, 2018 with prospective application to future business combinations.

In January 2017, the FASB issued authoritative guidance regarding Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the goodwill impairment test by eliminating the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (Step 2 of the test), but rather to record an impairment charge based on the excess of the carrying value over its fair value. The Company adopted this standard on April 1, 2018 with no impact to our consolidated financial statements at the date of adoption.

The cumulative after-tax effect of the changes made to our consolidated balance sheet for the adoption of Topic 606 and other ASUs effective for the Company on April 1, 2018 were as follows:



				Adjustments due to
	March 31, 2018			Topic 606			Other ASUs			April 1, 2018
	(in millions)
ASSETS
Current assets:
Accounts and notes receivable, net	$	3,711		$	97		$	—		$	3,808
Device and accessory inventory	1,003			(24		)	—			979
Prepaid expenses and other current assets	575			271			—			846
Costs to acquire a customer contract	—			1,219			—			1,219
Other assets	921			43			—			964
LIABILITIES AND EQUITY
Current liabilities:
Accrued expenses and other current liabilities	$	3,962		$	(35	)	$	—		$	3,927
Deferred tax liabilities	7,294			366			—			7,660
Other liabilities	3,483			(32		)	—			3,451
Stockholders' equity:
(Accumulated deficit) retained earnings	(1,255		)	1,307			8			60
Accumulated other comprehensive loss	(313		)	—			(8		)	(321		)

The most significant impact upon adoption of Topic 606 on April 1, 2018 was the recognition of a deferred contract cost asset of $1.2 billion, which was recorded in "Costs to acquire a customer contract" in our consolidated balance sheets for incremental contract acquisition costs paid on open contracts at the date of adoption. We are capitalizing and subsequently amortizing commission costs, which were previously expensed, related to new service contracts over the expected customer relationship period, while costs associated with contract renewals are amortized over the anticipated length of the service contract. We expect that operating expenses will be lower in the current fiscal year compared to amounts recorded under

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Topic 605 due to higher deferrals of such costs compared to the amortization of prior period commission costs deferred only for open contracts at the date of adoption as permitted by Topic 606.

A reconciliation of the adjustments from the adoption of Topic 606 relative to Topic 605 on our consolidated statements of comprehensive income (loss) and balance sheet is as follows:



	Three Months Ended September 30, 2018									Six Months Ended September 30, 2018
	As reported			Balances without adoption of Topic 606			Change			As reported			Balances without adoption of Topic 606			Change
	(in millions, except per share amounts)									(in millions, except per share amounts)
Net operating revenues:
Service	$	5,762		$	5,935		$	(173	)	$	11,502		$	11,818		$	(316	)
Equipment sales	1,418			1,067			351			2,591			1,959			632
Equipment rentals	1,253			1,270			(17		)	2,465			2,498			(33		)
	8,433			8,272			161			16,558			16,275			283
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	1,694			1,714			(20		)	3,371			3,402			(31		)
Cost of equipment sales	1,517			1,468			49			2,787			2,716			71
Cost of equipment rentals (exclusive of depreciation below)	151			151			—			275			275			—
Selling, general and administrative	1,861			1,954			(93		)	3,728			3,902			(174		)
Severance and exit costs	25			25			—			33			33			—
Depreciation - network and other	1,021			1,021			—			2,044			2,044			—
Depreciation - equipment rentals	1,181			1,181			—			2,317			2,317			—
Amortization	159			159			—			330			330			—
Other, net	46			46			—			80			80			—
	7,655			7,719			(64		)	14,965			15,099			(134		)
Operating income	778			553			225			1,593			1,176			417
Total other expense	(554		)	(554		)	—			(1,149		)	(1,149		)	—
Income (loss) before income taxes	224			(1		)	225			444			27			417
Income tax (expense) benefit	(17		)	30			(47		)	(64		)	23			(87		)
Net income	207			29			178			380			50			330
Less: Net income attributable to noncontrolling interests	(11		)	(11		)	—			(8		)	(8		)	—
Net income attributable to Sprint	$	196		$	18		$	178		$	372		$	42		$	330

Basic net income per common share attributable to Sprint	$	0.05		$	—		$	0.05		$	0.09		$	0.01		$	0.08
Diluted net income per common share attributable to Sprint	$	0.05		$	—		$	0.05		$	0.09		$	0.01		$	0.08
Basic weighted average common shares outstanding	4,061			4,061			—			4,036			4,036			—
Diluted weighted average common shares outstanding	4,124			4,124			—			4,095			4,095			—

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



	September 30, 2018
	As reported		Balances without adoption of Topic 606			Change
	(in millions)
ASSETS
Current assets:
Accounts and notes receivable	$	3,555	$	3,470		$	85
Device and accessory inventory	859		881			(22		)
Prepaid expenses and other current assets	1,121		691			430
Costs to acquire a customer contract	1,379		—			1,379
Other assets	1,163		1,004			159
LIABILITIES AND EQUITY
Current liabilities:
Accrued expenses and other current liabilities	$	3,370	$	3,397		$	(27	)
Deferred tax liabilities	7,704		7,251			453
Other liabilities	3,428		3,460			(32		)
Stockholders' equity:
Retained earnings (accumulated deficit)	432		(1,205		)	1,637

The most significant impacts to our financial statement results as reported under Topic 606 as compared to Topic 605 for the current reporting period are as follows:

•

Consideration paid to customers or on behalf of customers is included as a reduction of the total transaction price of customer contracts, resulting in a contract asset that is amortized to service revenue over the term of the contract. As a result, the income statement impact reflects an increase in equipment sales offset by a reduction in wireless service revenue. Under the previous standard, this consideration paid to customers or on behalf of customers was recognized as a reduction to revenue or as selling, general and administrative expense.


•	Costs to acquire a customer contract or for a contract renewal are now capitalized and amortized to selling, general and administrative expenses over the expected customer relationship period or length of the service contract, respectively. Under the previous standard, these commission costs were expensed as incurred.


•	Deferred tax liabilities were increased for temporary differences established upon adoption of Topic 606, primarily attributable to costs to acquire a customer contract. For income tax purposes, these commission costs will continue to be expensed as incurred.

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued authoritative guidance regarding Leases, and has subsequently modified several areas of the standard in order to provide additional clarity and improvements. The new standard will supersede much of the existing authoritative literature for leases. This guidance requires lessees, among other things, to recognize right-of-use assets and liabilities on their balance sheet for all leases with lease terms longer than twelve months. In July 2018, the FASB made targeted improvements to the standard, including providing an additional and optional transition method. Under this method, an entity initially applies the standard at the adoption date, including the election of certain transition reliefs, and recognizes a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The standard will be effective for the Company for its fiscal year beginning April 1, 2019, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact. However, we expect the adoption of this guidance to have a material impact on our consolidated balance sheets and we are implementing significant new processes and internal controls over lease recognition, which will ultimately assist in the application of the new lease standard.

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In June 2016, the FASB issued authoritative guidance regarding Financial Instruments - Credit Losses, which requires entities to use a Current Expected Credit Loss impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses. The standard will be effective for the Company's fiscal year beginning April 1, 2020, including interim reporting periods within that fiscal year, although early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In June 2018, the FASB issued authoritative guidance regarding Compensation - Stock Compensation, which expands the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The standard will be effective for the Company for its fiscal year beginning April 1, 2019, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact. However, we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued authoritative guidance regarding Fair Value Measurement: Disclosure Framework, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The standard will be effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact. However, we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued authoritative guidance regarding Intangibles - Goodwill and Other - Internal-Use Software, which aligns the requirements for a customer to capitalize implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard will be effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact.


Note 3.	Installment Receivables

Certain subscribers have the option to pay for their devices in installments, generally up to a 24-month period. Short-term installment receivables are recorded in "Accounts and notes receivable, net" and long-term installment receivables are recorded in "Other assets" in the consolidated balance sheets.

The following table summarizes the installment receivables:



	September 30, 2018			March 31, 2018
	(in millions)
Installment receivables, gross	$	1,082		$	1,472
Deferred interest	(49		)	(106		)
Installment receivables, net of deferred interest	1,033			1,366
Allowance for credit losses	(195		)	(217		)
Installment receivables, net	$	838		$	1,149

Classified in the consolidated balance sheets as:
Accounts and notes receivable, net	$	687		$	995
Other assets	151			154
Installment receivables, net	$	838		$	1,149

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The balance and aging of installment receivables on a gross basis by credit category were as follows:



	September 30, 2018						March 31, 2018
	Prime		Subprime		Total		Prime		Subprime		Total
	(in millions)						(in millions)
Unbilled	$	652	$	328	$	980	$	951	$	391	$	1,342
Billed - current	55		22		77		69		29		98
Billed - past due	13		12		25		17		15		32
Installment receivables, gross	$	720	$	362	$	1,082	$	1,037	$	435	$	1,472

Activity in the deferred interest and allowance for credit losses for the installment receivables was as follows:



	Six Months Ended			Twelve Months Ended
	September 30, 2018			March 31, 2018
	(in millions)
Deferred interest and allowance for credit losses, beginning of period	$	323		$	506
Adjustment to deferred interest on short- and long-term installment receivables due to Topic 606	(50		)	—
Bad debt expense	40			142
Write-offs, net of recoveries	(62		)	(224		)
Change in deferred interest on short- and long-term installment receivables	(7		)	(101		)
Deferred interest and allowance for credit losses, end of period	$	244		$	323


Note 4.	Financial Instruments

The Company carries certain assets and liabilities at fair value. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of the measurement date, is as follows: quoted prices in active markets for identical assets or liabilities; observable inputs other than the quoted prices in active markets for identical assets and liabilities; and unobservable inputs for which there is little or no market data, which require the Company to develop assumptions of what market participants would use in pricing the asset or liability.

The carrying amount of cash equivalents, accounts and notes receivable, and accounts payable approximates fair value. Short-term investments are recorded at amortized cost and the respective carrying amounts approximate the fair value that would be determined primarily using quoted prices in active markets. As of September 30, 2018, short-term investments totaled $3.2 billion and consisted of approximately $2.2 billion of time deposits and $1.0 billion of commercial paper. As of March 31, 2018, short-term investments totaled $2.4 billion and consisted of approximately $1.6 billion of time deposits and $765 million of commercial paper. The fair value of marketable equity securities totaling $15 million and $57 million as of September 30, 2018 and March 31, 2018, respectively, are measured on a recurring basis using quoted prices in active markets. Current and long-term debt inclusive of our other financings are carried at amortized cost.

Debt for which estimated fair value is determined based on unobservable inputs primarily represents borrowings under our secured equipment credit facilities, and sales of receivables under our Accounts Receivable Facility (Receivables Facility). See Note 7. Long-Term Debt, Financing and Capital Lease Obligations for additional information. The carrying amounts associated with these borrowings approximate fair value.

The estimated fair value of the majority of our current and long-term debt, excluding our secured equipment credit facilities, and sold wireless service, installment billing and future receivables is determined based on quoted prices in active markets or by using other observable inputs that are derived principally from, or corroborated by, observable market data.

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents carrying amounts and estimated fair values of current and long-term debt and financing obligations:



	Carrying amount at September 30, 2018		Estimated Fair Value Using Input Type
	Carrying amount at September 30, 2018		Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt and financing obligations	$	40,854	$	38,090	$	—	$	4,240	$	42,330



	Carrying amount at March 31, 2018		Estimated Fair Value Using Input Type
	Carrying amount at March 31, 2018		Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt and financing obligations	$	40,820	$	37,549	$	—	$	3,737	$	41,286


Note 5.	Property, Plant and Equipment

Property, plant and equipment consists primarily of network equipment and other long-lived assets used to provide service to our subscribers. Non-cash accruals included in property, plant and equipment (excluding leased devices) totaled $1.2 billion and $360 million as of September 30, 2018 and 2017, respectively.

The following table presents the components of property, plant and equipment and the related accumulated depreciation:



	September 30, 2018			March 31, 2018
	(in millions)
Land	$	247		$	254
Network equipment, site costs and related software	23,281			22,930
Buildings and improvements	825			813
Non-network internal use software, office equipment, leased devices and other	12,024			11,149
Construction in progress	3,576			2,202
Less: accumulated depreciation	(19,137		)	(17,423		)
Property, plant and equipment, net	$	20,816		$	19,925

Sprint offers a leasing program to its customers whereby qualified subscribers can lease a device for a contractual period of time. At the end of the lease term, the subscriber has the option to return the device, continue leasing the device, or purchase the device. As of September 30, 2018, substantially all of our device leases were classified as operating leases. Purchases of leased devices are reported as cash outflows for "Capital expenditures - leased devices" in the consolidated statements of cash flows. The devices are then depreciated using the straight-line method to their estimated residual value generally over the term of the lease.

The following table presents leased devices and the related accumulated depreciation:



	September 30, 2018			March 31, 2018
	(in millions)
Leased devices	$	10,404		$	9,592
Less: accumulated depreciation	(4,220		)	(3,580		)
Leased devices, net	$	6,184		$	6,012

During the six-month periods ended September 30, 2018 and 2017, we had non-cash transfers of returned leased devices from property, plant and equipment to device and accessory inventory at the lower of net book value or their estimated fair value of $399 million and $301 million, respectively. Non-cash accruals included in leased devices totaled $207 million and $210 million as of September 30, 2018 and 2017, respectively.

During the three and six-month periods ended September 30, 2018 and 2017, we recorded $219 million, $343 million, $117 million and $404 million, respectively, of loss on disposal of property, plant and equipment, net of recoveries.

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Net losses that resulted from the write-off of leased devices were primarily associated with lease cancellations prior to the scheduled customer lease terms, where customers did not return the devices to us. Such losses were $151 million, $275 million, $112 million and $224 million for the three and six-month periods ended September 30, 2018 and 2017, respectively, and are included in "Cost of equipment rentals" in our consolidated statements of comprehensive income (loss). During the three and six-month periods ended September 30, 2018, we recorded $68 million of losses primarily related to cell site construction costs and other network costs that are no longer recoverable as a result of changes in our network plans, which are included in "Other, net" in our consolidated statements of comprehensive income (loss). During the six-month period ended September 30, 2017, we recorded $180 million of losses primarily related to cell site construction costs that are no longer recoverable as a result of changes in our network plans.


Note 6.	Intangible Assets

Indefinite-Lived Intangible Assets

Our indefinite-lived intangible assets consist of FCC licenses, which were acquired primarily through FCC auctions and business combinations, certain of our trademarks and goodwill. At September 30, 2018, we held 800 MHz, 1.9 GHz and 2.5 GHz FCC licenses authorizing the use of radio frequency spectrum to deploy our wireless services. As long as the Company acts within the requirements and constraints of the regulatory authorities, the renewal and extension of these licenses is reasonably certain at minimal cost. Accordingly, we have concluded that FCC licenses are indefinite-lived intangible assets. Our Sprint and Boost Mobile trademarks have also been identified as indefinite-lived intangible assets. Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations.

The following provides the activity of indefinite-lived intangible assets within the consolidated balance sheets:



	March 31, 2018		Net Additions		September 30, 2018
	(in millions)
FCC licenses	$	37,274	$	64	$	37,338
Trademarks	4,035		—		4,035
Goodwill⁽¹⁾	6,586		12		6,598
	$	47,895	$	76	$	47,971

_________________


(1)	Through September 30, 2018, there is no accumulated impairment losses for goodwill.

Assessment of Impairment

Our annual impairment testing date for goodwill and indefinite-lived intangible assets is January 1 of each year; however, we test for impairment between our annual tests if an event occurs or circumstances change that indicate that the asset may be impaired, or in the case of goodwill, that the fair value of the reporting unit is below its carrying amount. Our most recent test for impairment of goodwill was completed at June 30, 2018 and we concluded that the estimated fair value of the Wireless reporting unit exceeded the carrying amount. As a result, no goodwill impairment was recorded.

The determination of fair value requires considerable judgment and is highly sensitive to changes in underlying assumptions. Consequently, there can be no assurance that the estimates and assumptions made for the purposes of the goodwill, spectrum licenses, and Sprint and Boost Mobile trade names impairment tests will prove to be an accurate prediction of the future. Sustained declines in the Company’s operating results, number of wireless subscribers, future forecasted cash flows, growth rates and other assumptions, as well as significant, sustained declines in the Company’s stock price and related market capitalization could impact the underlying key assumptions and our estimated fair values, potentially leading to a future material impairment of goodwill or other indefinite-lived intangible assets.

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets Subject to Amortization

Customer relationships are amortized using the sum-of-the-months' digits method, while all other definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the respective assets. We reduce the gross carrying value and associated accumulated amortization when specified intangible assets become fully amortized. Amortization expense related to favorable spectrum and tower leases is recognized in "Cost of services" in our consolidated statements of comprehensive income (loss).



		September 30, 2018							March 31, 2018
	Useful Lives	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
		(in millions)
Customer relationships	5 to 8 years	$	6,563	$	(5,771	)	$	792	$	6,562	$	(5,462	)	$	1,100
Other intangible assets:
Favorable spectrum leases	23 years	767		(135		)	632		856		(172		)	684
Favorable tower leases	7 years	335		(197		)	138		335		(179		)	156
Trademarks	2 to 34 years	520		(82		)	438		520		(74		)	446
Other	5 to 10 years	133		(58		)	75		129		(50		)	79
Total other intangible assets		1,755		(472		)	1,283		1,840		(475		)	1,365
Total definite-lived intangible assets		$	8,318	$	(6,243	)	$	2,075	$	8,402	$	(5,937	)	$	2,465


Note 7.	Long-Term Debt, Financing and Capital Lease Obligations



	Interest Rates			Maturities			September 30, 2018			March 31, 2018
							(in millions)
Notes
Senior notes
Sprint Corporation	7.13	-	7.88%	2021	-	2026	$	12,000		$	12,000
Sprint Communications, Inc.	6.00	-	11.50%	2020	-	2022	4,980			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	6,563			7,000
Guaranteed notes
Sprint Communications, Inc.	7.00	-	9.00%	2018	-	2020	2,753			2,753
Credit facilities
Secured revolving bank credit facility	4.50%			2021			—			—
Secured term loan	4.75%			2024			3,940			3,960
PRWireless term loan	7.64%			2020			181			182
Export Development Canada (EDC)	4.74%			2019			300			300
Secured equipment credit facilities	3.75	-	4.43%	2021	-	2022	461			527
Accounts receivable facility	3.32	-	3.52%	2020			3,024			2,411
Financing obligations, capital lease and other obligations	2.35	-	12.00%	2019	-	2026	607			686
Net premiums and debt financing costs							(338		)	(111		)
							40,675			40,892
Less current portion							(5,346		)	(3,429		)
Long-term debt, financing and capital lease obligations							$	35,329		$	37,463

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2018, Sprint Corporation, had $12.0 billion in aggregate principal amount of senior notes outstanding. In addition, as of September 30, 2018, the outstanding principal amount of the senior notes issued by Sprint Communications and Sprint Capital Corporation, the guaranteed notes issued by Sprint Communications, Sprint Communications' secured term loan and secured revolving bank credit facility, the EDC agreement, the secured equipment credit facilities, the Receivables Facility, and certain other obligations collectively totaled $22.1 billion in principal amount of our long-term debt. Sprint Corporation fully and unconditionally guaranteed such indebtedness, which was issued by 100% owned subsidiaries. Although certain financing agreements restrict the ability of Sprint Communications and its subsidiaries to distribute cash to Sprint Corporation, the ability of the subsidiaries to distribute cash to their respective parents, including to Sprint Communications, is generally not restricted.

Cash interest payments, net of amounts capitalized of $34 million and $28 million during the six-month periods ended September 30, 2018 and 2017, respectively, totaled $1.3 billion during each of the six-month periods ended September 30, 2018 and 2017.

Notes

As of September 30, 2018, our outstanding notes consisted of senior notes and guaranteed notes, all of which are unsecured, as well as senior secured notes associated with our spectrum financing transactions. Cash interest on all of the notes is payable semi-annually in arrears with the exception of the spectrum financing senior secured notes, which is payable quarterly. As of September 30, 2018, $32.3 billion aggregate principal amount of the notes was redeemable at the Company's discretion at the then-applicable redemption prices plus accrued interest.

As of September 30, 2018, $26.1 billion aggregate principal amount of our senior notes, senior secured notes, and guaranteed notes provided holders with the right to require us to repurchase the notes if a change of control triggering event (as defined in the applicable indentures and supplemental indentures) occurs. In May 2018, we successfully completed consent solicitations with respect to certain series of Sprint Corporation, Sprint Communications, and Sprint Capital Corporation senior notes. As a result of the Sprint Corporation and Sprint Communications consent solicitations, the proposed merger transaction with T-Mobile, if consummated, will not constitute a change of control as defined in the applicable indentures governing the notes.

On October 1, 2018, Sprint initiated the defeasance process with respect to $200 million aggregate principal amount of Sprint Communications 9.25% debentures due 2022, which included the deposit with the trustee of U.S. Treasury securities to provide for the future interest and principal payments on the notes through maturity. In accordance with the terms of the debentures, the defeasance will become effective in December 2018 and certain restrictive covenants under the notes will no longer apply. The $200 million aggregate principal amount was reclassified to "Current portion of long-term debt, financing and capital lease obligations" from "Long-term debt, financing and capital lease obligations" in the consolidated balance sheets as of September 30, 2018.

Spectrum Financing

In October 2016, certain subsidiaries of Sprint Communications, which were not "Restricted Subsidiaries" under Sprint Communications' and Sprint Capital Corporation's indentures, transferred certain directly held and third-party leased spectrum licenses (collectively, Spectrum Portfolio) to wholly-owned bankruptcy-remote special purpose entities (collectively, Spectrum Financing SPEs). The Spectrum Portfolio, which represented approximately 14% of Sprint's total spectrum holdings on a MHz-pops basis, was used as collateral to raise an initial $3.5 billion in senior secured notes (2016 Spectrum-Backed Notes) bearing interest at 3.36% per annum under a $7.0 billion securitization program. The 2016 Spectrum-Backed Notes are repayable over a five-year term, with interest-only payments over the first four quarters and amortizing quarterly principal payments thereafter commencing December 2017 through September 2021. During the six-month period ended September 30, 2018, we made scheduled principal repayments of $438 million, resulting in a total principal amount outstanding related to the 2016 Spectrum-Backed Notes of $2.6 billion as of September 30, 2018, of which $875 million was classified as "Current portion of long-term debt, financing and capital lease obligations" in the consolidated balance sheets.

In March 2018, we amended the transaction documents governing the securitization program to allow for the issuance of more than $7.0 billion of notes outstanding pursuant to the securitization program subject to certain conditions, which, among other things, may require the contribution of additional spectrum. Also in March 2018, we issued approximately $3.9 billion in aggregate principal amount of senior secured notes under the existing $7.0 billion securitization

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

program, consisting of two series of senior secured notes. The first series of notes totaled $2.1 billion in aggregate principal amount, bears interest at 4.738% per annum, have quarterly interest-only payments until June 2021, and amortizing quarterly principal amounts thereafter commencing in June 2021 through March 2025. The second series of notes totaled approximately $1.8 billion in aggregate principal amount, bears interest at 5.152% per annum, have quarterly interest-only payments until June 2023, and amortizing quarterly principal amounts thereafter commencing in June 2023 through March 2028. The Spectrum Portfolio, which also serves as collateral for the 2016 Spectrum-Backed Notes, remains substantially identical to the original portfolio from October 2016.

Simultaneously with the October 2016 offering, Sprint Communications entered into a long-term lease with the Spectrum Financing SPEs for the ongoing use of the Spectrum Portfolio. The spectrum lease is an executory contract, which for accounting purposes is treated in a similar manner to an operating lease. Sprint Communications is required to make monthly lease payments to the Spectrum Financing SPEs at a market rate. The lease payments, which are guaranteed by Sprint Corporation and certain subsidiaries (none of which were "Restricted Subsidiaries" under Sprint's indentures) of Sprint Communications (and are secured together with the obligations under another transaction document by substantially all of the assets of such entities on a pari passu basis up to an aggregate cap of $3.5 billion with the grant of security under the secured term loan and revolving bank credit facility and EDC (as defined below) agreement), are sufficient to service all outstanding series of the senior secured notes and the lease also constitutes collateral for the senior secured notes. Because the Spectrum Financing SPEs are wholly-owned Sprint subsidiaries, these entities are consolidated and all intercompany activity has been eliminated.

Each Spectrum Financing SPE is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the Spectrum Financing SPEs, to be satisfied out of the Spectrum Financing SPEs' assets prior to any assets of the Spectrum Financing SPEs becoming available to Sprint. Accordingly, the assets of the Spectrum Financing SPEs are not available to satisfy the debts and other obligations owed to other creditors of Sprint until the obligations of the Spectrum Financing SPEs under the spectrum-backed senior secured notes are paid in full.

In June 2018, we obtained the consent of the control party under the spectrum-backed senior secured notes indenture to amend the indenture such that the proposed merger transaction with T-Mobile, if consummated, will not constitute a change of control as defined in the indenture.

Credit Facilities

Secured Term Loan and Revolving Bank Credit Facility

On February 3, 2017, we entered into a credit agreement for $6.0 billion, consisting of a $4.0 billion, seven-year secured term loan that matures in February 2024 and a $2.0 billion secured revolving bank credit facility that expires in February 2021. As of September 30, 2018, $129 million in letters of credit were outstanding under the secured revolving bank credit facility, including the letter of credit required by the Report and Order (see Note 11. Commitments and Contingencies). As a result of the outstanding letters of credit, which directly reduce the availability of borrowings, the Company had approximately $1.9 billion of borrowing capacity available under the secured revolving bank credit facility as of September 30, 2018. The bank credit facility requires a ratio (Leverage Ratio) of total indebtedness to trailing four quarters earnings before interest, taxes, depreciation and amortization and other non-recurring items, as defined by the bank credit facility (adjusted EBITDA), not to exceed 4.75 to 1.0 through the fiscal quarter ending December 31, 2018. For each fiscal quarter ending March 31, 2019 through December 31, 2019, the Leverage Ratio must not exceed 3.75 to 1.0. The Leverage Ratio must not exceed 3.5 to 1.0 for the fiscal quarter ended March 31, 2020 and each fiscal quarter ending thereafter through expiration of the facility. The term loan has an interest rate equal to LIBOR plus 250 basis points and the secured revolving bank credit facility has an interest rate equal to LIBOR plus a spread that varies depending on the Leverage Ratio.

In consideration of the seven-year secured term loan, we entered into a five-year fixed-for-floating interest rate swap on a $2.0 billion notional amount that has been designated as a cash flow hedge. The effective portion of changes in fair value are recorded in "Other comprehensive income (loss)" in the consolidated statements of comprehensive income (loss) and the ineffective portion, if any, is recorded as interest expense in current period earnings in the consolidated statements of comprehensive income (loss). The fair value of the interest rate swap was $63 million and $41 million as of September 30, 2018 and March 31, 2018, respectively, which was recorded in "Other assets" in the consolidated balance sheets.

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Index for Notes to the Consolidated Financial Statements

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PRWireless Term Loan

During the three-month period ended December 31, 2017, Sprint and PRWireless PR, Inc. completed a transaction to combine their operations in Puerto Rico and the U.S. Virgin Islands into a new entity. Prior to the formation of the new entity, PRWireless PR, Inc. had incurred debt under a secured term loan, which became debt of the new entity upon the transaction close. The secured term loan bears interest at 5.25% plus LIBOR and expires in June 2020. Any amounts repaid early may not be drawn again. During the six-month period ended September 30, 2018, the joint venture made principal repayments totaling $1 million, resulting in a total principal amount outstanding of $181 million as of September 30, 2018, with an additional $20 million remaining available. Sprint has provided an unsecured guarantee of repayment of the secured term loan obligations. The secured portion of the facility is limited to assets of the new entity as the borrower.

EDC Agreement

As of September 30, 2018, the EDC agreement provided for security and covenant terms similar to our secured term loan and revolving bank credit facility. However, under the terms of the EDC agreement, repayments of outstanding amounts cannot be redrawn. As of September 30, 2018, the total principal amount of our borrowings under the EDC facility was $300 million.

Secured Equipment Credit Facilities

Finnvera plc (Finnvera)

The Finnvera secured equipment credit facility provided for the ability to borrow up to $800 million to finance network equipment-related purchases from Nokia Solutions and Networks US LLC, USA. The facility's availability for borrowing expired in October 2017. Such borrowings were contingent upon the amount and timing of network equipment-related purchases made by Sprint. During the six-month period ended September 30, 2018, we made principal repayments totaling $41 million on the facility, resulting in a total principal amount of $133 million outstanding as of September 30, 2018.

K-sure

The K-sure secured equipment credit facility provides for the ability to borrow up to $750 million to finance network equipment-related purchases from Samsung Telecommunications America, LLC. The facility can be divided into three consecutive tranches of varying size. In October 2018, we amended the secured equipment credit facility to extend the borrowing availability through September 2019. Such borrowings are contingent upon the amount and timing of network equipment-related purchases made by Sprint. During the six-month period ended September 30, 2018, we drew $27 million and made principal repayments totaling $33 million on the facility, resulting in a total principal amount of $188 million outstanding as of September 30, 2018.

Delcredere | Ducroire (D/D)

The D/D secured equipment credit facility provided for the ability to borrow up to $250 million to finance network equipment-related purchases from Alcatel-Lucent USA Inc. In September 2017, we amended the secured equipment credit facility to restore previously expired commitments of $150 million. During the six-month period ended September 30, 2018, we made principal repayments totaling $20 million on the facility, resulting in a total principal amount of $139 million outstanding as of September 30, 2018.

Borrowings under the Finnvera, K-sure and D/D secured equipment credit facilities are each secured by liens on the respective network equipment purchased pursuant to each facility's credit agreement. In addition, repayments of outstanding amounts borrowed under the secured equipment credit facilities cannot be redrawn. Each of these facilities is fully and unconditionally guaranteed by both Sprint Communications and Sprint Corporation. The secured equipment credit facilities have certain key covenants similar to those in our secured term loan and revolving bank credit facility.

Accounts Receivable Facility

Transaction Overview

Our Receivables Facility provides us the opportunity to sell certain wireless service receivables, installment receivables, and future amounts due from customers who lease certain devices from us to the Purchasers. The maximum funding limit under the Receivables Facility is $4.5 billion. While we have the right to decide how much cash to receive from each sale, the maximum amount of cash available to us varies based on a number of factors and, as of September 30, 2018,

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represents approximately 50% of the total amount of the eligible receivables sold to the Purchasers. As of September 30, 2018, the total amount of borrowings under our Receivables Facility was $3.0 billion and the total amount available to be drawn was $454 million. However, subsequent to September 30, 2018, Sprint repaid $700 million under the Receivables Facility reducing amounts outstanding to $2.3 billion. In February 2017, the Receivables Facility was amended and Sprint regained effective control over the receivables transferred to the Purchasers by obtaining the right, under certain circumstances, to repurchase them. Subsequent to the February 2017 amendment, all proceeds received from the Purchasers in exchange for the transfer of our wireless service and installment receivables are recorded as borrowings. Repayments and borrowings under the Receivables Facility are reported as financing activities in the consolidated statements of cash flows. All cash collected on repurchased receivables continues to be recognized in investing activities in the consolidated statements of cash flows. In October 2017, the Receivables Facility was amended to, among other things, extend the maturity date to November 2019 and to reallocate the Purchasers' commitments between wireless service, installment and future lease receivables through May 2018 to 26%, 28% and 46%, respectively. After May 2018, the allocation of the Purchasers' commitments between wireless service, installment and future lease receivables are 26%, 18% and 56%, respectively. In June 2018, the Receivables Facility was further amended to, among other things, extend the maturity date to June 2020, increase the maximum funding limit by $200 million, reduce financing costs, add month-to-month lease receivables as eligible receivables for leases that extend past their original lease term, and change the Purchasers' commitment allocations. The Purchasers' commitments are allocated 22% to wireless service receivables and 78% to a combined pool of installment receivables, future lease receivables and month-to-month lease receivables. During the six-month period ended September 30, 2018, we borrowed $2.9 billion and repaid $2.3 billion to the Purchasers.

Prior to the February 2017 amendment, wireless service and installment receivables sold to the Purchasers were treated as a sale of financial assets and we derecognized these receivables, as well as the related allowances, and recognized the net proceeds received in cash provided by operating activities in the consolidated statements of cash flows. The total proceeds from the sale of these receivables were comprised of a combination of cash, which was recognized as operating activities within our consolidated statements of cash flows, and a deferred purchase price (DPP). The DPP was realized by us upon either the ultimate collection of the underlying receivables sold to the Purchasers or upon Sprint's election to receive additional advances in cash from the Purchasers subject to the total availability under the Receivables Facility. All cash collections on the DPP were recognized as investing activities in the consolidated statements of cash flows. The fees associated with these sales were recognized in "Selling, general and administrative" in the consolidated statements of comprehensive income (loss) through the date of the February 2017 amendment. Subsequent to the February 2017 amendment, the sale of wireless service and installment receivables are reported as financings, which is consistent with our historical treatment for the sale of future lease receivables, and the associated fees are recognized as "Interest expense" in the consolidated statements of comprehensive income (loss).

Transaction Structure

Sprint contributes certain wireless service, installment and future lease receivables, as well as the associated leased devices, to Sprint's wholly-owned consolidated bankruptcy-remote special purpose entities (SPEs). At Sprint's direction, the SPEs have sold, and will continue to sell, wireless service, installment and future lease receivables to Purchasers or to a bank agent on behalf of the Purchasers. Leased devices will remain with the SPEs, once sales are initiated, and continue to be depreciated over their estimated useful life. As of September 30, 2018, wireless service, installment and lease receivables contributed to the SPEs and included in "Accounts and notes receivable, net" in the consolidated balance sheets were $2.6 billion and the long-term portion of installment receivables included in "Other assets" in the consolidated balance sheets was $140 million. As of September 30, 2018, the net book value of devices contributed to the SPEs was $6.2 billion.

Each SPE is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the SPE, to be satisfied out of the SPE’s assets prior to any assets in the SPE becoming available to Sprint. Accordingly, the assets of the SPE are not available to pay creditors of Sprint or any of its affiliates (other than any other SPE), although collections from these receivables in excess of amounts required to repay the advances, yield and fees of the Purchasers and other creditors of the SPEs may be remitted to Sprint during and after the term of the Receivables Facility.

Sales of eligible receivables by the SPEs generally occur daily and are settled on a monthly basis. Sprint pays a fee for the drawn and undrawn portions of the Receivables Facility. A subsidiary of Sprint services the receivables in

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exchange for a monthly servicing fee, and Sprint guarantees the performance of the servicing obligations under the Receivables Facility.

Variable Interest Entity

Sprint determined that certain of the Purchasers, which are multi-seller asset-backed commercial paper conduits (Conduits) are considered variable interest entities because they lack sufficient equity to finance their activities. Sprint's interest in the receivables purchased by the Conduits is not considered a variable interest because Sprint's interest is in assets that represent less than 50% of the total activity of the Conduits.

Financing Obligations, Capital Lease and Other Obligations

Tower Financing

During 2008, we sold and subsequently leased back approximately 3,000 cell sites, of which approximately 2,000 remain as of September 30, 2018. Terms extend through 2021, with renewal options for an additional 20 years. These cell sites continue to be reported as part of our "Property, plant and equipment, net" in our consolidated balance sheets due to our continued involvement with the property sold and the transaction is accounted for as a financing. The financing obligation as of September 30, 2018 is $128 million.

Capital Lease and Other Obligations

In May 2016, Sprint closed on a transaction with Shentel to acquire one of our wholesale partners, NTELOS Holdings Corporation (nTelos). The total consideration for this transaction included $181 million, on a net present value basis, of notes payable to Shentel. Sprint will satisfy its obligations under the notes payable over an expected term of five to six years, of which the remaining obligation is $125 million as of September 30, 2018. The remainder of our capital lease and other obligations of $308 million as of September 30, 2018 are primarily for the use of wireless network equipment.

Covenants

Certain indentures and other agreements require compliance with various covenants, including covenants that limit the ability of the Company and its subsidiaries to sell all or substantially all of its assets, limit the ability of the Company and its subsidiaries to incur indebtedness and liens, and require that we maintain certain financial ratios, each as defined by the terms of the indentures, supplemental indentures and financing arrangements.

As of September 30, 2018, the Company was in compliance with all restrictive and financial covenants associated with its borrowings. A default under any of our borrowings could trigger defaults under certain of our other debt obligations, which in turn could result in the maturities being accelerated.

Under our secured revolving bank credit facility, we are currently restricted from paying cash dividends because our ratio of total indebtedness to adjusted EBITDA (each as defined in the applicable agreements) exceeds 2.5 to 1.0.


Note 8.	Revenues from Contracts with Customers

The Company adopted Topic 606 beginning on April 1, 2018 using the modified retrospective method. We earn revenue from contracts with customers, primarily through the provision of telecommunications and other services and the sale or rental of wireless devices and accessories. Net operating revenues primarily consist of Wireless and Wireline service revenues, revenues generated from device and accessory sales, revenues from wholesale operators and third-party affiliates. Our contracts with customers may involve multiple performance obligations, which include services, wireless devices or a combination thereof, and we allocate the transaction price between each performance obligation based on its relative standalone selling price. Upon adoption, the Company applied the standard only to contracts that were not completed, referred to as open contracts.

We operate two reportable segments: Wireless and Wireline. For additional information regarding our business and segments, see "Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."

Contracts with Customers

Service-related components of the total transaction price typically consist of fixed monthly recurring charges, variable usage charges and miscellaneous fees such as activation fees, international long distance and roaming, commissions on the device insurance program, late payment and administrative fees, and certain regulatory-related fees, net of service

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credits. For contracts involving multiple performance obligations, such as equipment and service, revenue is allocated based on relative standalone selling price of each performance obligation. We generally recognize revenue allocated to service performance obligations as those services are rendered. As a result of the timing of our multiple billing cycles throughout each month, we are required to estimate the amount of subscriber revenues earned but not billed from the end of each billing cycle to the end of each reporting period, and to estimate and defer amounts billed but not earned as of the end of each reporting period. These estimates are based primarily on rate plans in effect and our historical usage and billing patterns. Regulatory fees and costs are recorded gross. The largest component of regulatory fees is the Universal Service Fund, which represented no more than 1% of net operating revenues for all periods presented in the consolidated statements of comprehensive income (loss).

We recognize equipment sales and corresponding costs of equipment sales when title and risk of loss passes to the indirect dealer or end-use subscriber, assuming all other revenue recognition criteria are met. This typically occurs at the point of sale for direct channel sales and freight-on-board dealer destination for indirect channel sales. For the three and six-month periods ended September 30, 2018, equipment sales to our indirect dealers were $863 million and $1.6 billion, respectively. In subsidized postpaid and prepaid Wireless contracts, we subsidize the cost of the device as an incentive to retain and acquire subscribers.

We recognize revenue on equipment rentals subject to leasing contracts in accordance with the classification of the lease, which is over the lease term for operating leases or upon transfer of control over the equipment for most capital leases.

The accounting estimates related to the recognition of revenue require us to make assumptions about numerous factors such as future billing adjustments, future returns, and the total contract consideration (e.g., for contracts which include customer incentives or consideration payable to the customer).

We use output methods to recognize revenue for performance obligations satisfied over time (i.e., service performance obligations). Output methods measure progress toward satisfying a performance obligation on the basis of direct measurements of the goods or services transferred to date, relative to the remaining goods or services promised under a contract. Management asserts that this method most reasonably represents the transfer of goods or services to the customer. For prepaid contracts which provide the customer with the ability to redeem fixed prepayments for future goods or services, we utilize the proportional amount of redemptions from the customer in comparison to the total expected amount of redemptions as an estimate of our progress toward satisfaction of our performance obligations. For postpaid contracts with unlimited amounts of monthly service and for Wireline contracts, we utilize the time elapsed in relation to the total contract duration as an estimate of our progress toward satisfaction of our performance obligations.

In determining the amounts of revenue to recognize, we use the following methods, inputs, and assumptions:

•

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.

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•

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 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.

Disaggregation of Revenue

We disaggregate revenue based upon differences in accounting for underlying performance obligations. Accounting differences related to our performance obligations are driven by various factors, including the type of product offering provided, the type of customer, and the expected timing of payment for goods and services.

The following table presents disaggregated reported revenue by category:



	Three Months Ended		Six Months Ended
	September 30, 2018		September 30, 2018
	(in millions)
Service revenue
Postpaid	$	4,255	$	8,443
Prepaid	954		1,936
Wholesale, affiliate and other	293		587
Wireline	260		536
Total service revenue	5,762		11,502
Equipment sales	1,418		2,591
Equipment rentals	1,253		2,465
Total revenue	$	8,433	$	16,558

Contract Assets and Liabilities

Performance obligations related to our Wireless segment involve the provision of equipment and service. In most circumstances, equipment performance obligations provided to the customer as part of subsidized and installment billing contracts, or as part of standalone equipment sales, are satisfied when title and risk of loss passes to the indirect dealer or end-use subscriber, assuming all other revenue recognition criteria are met. This typically occurs at the point of sale for direct channel sales and freight-on-board dealer destination for indirect channel sales. We recognize revenue on equipment rentals subject to leasing contracts in accordance with the classification of the lease, which is over the lease term for operating leases or upon transfer of control over the equipment for most capital leases. Wireless service performance obligations are typically satisfied over 24 months for subsidized and installment billing contracts with substantive termination penalties such as Buy-One-Get-One (BOGO) contracts, over 18 to 30 months for leasing contracts, and over one month for traditional installment billing contracts. Amounts due for subsidized equipment are due at point of sale. Amounts due for equipment subject to an operating or capital lease are invoiced and collected monthly over the term of the lease. Amounts due for equipment subject to an installment billing note are invoiced and collected monthly over the term of the note, typically between 24 and 30 months for handsets and 12