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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————————————————— FORM 10-Q ————————————————————— QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF x 1934 For the quarterly period ended June 30, 2016 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF o 1934 For the transition period from to Commission File number 1-04721 ————————————————————— SPRINT CORPORATION (Exact name of registrant as specified in its charter) ————————————————————— Delaware 46-1170005 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 6200 Sprint Parkway, Overland Park, Kansas 66251 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (855) 848-3280 ————————————————————— 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company 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 AUGUST 4, 2016 : Sprint Corporation Common Stock 3,978,362,186 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 Loss 2 Consolidated Statements of Cash Flows 3 Consolidated Statement of Stockholders' Equity 4 Notes to the Consolidated Financial Statements 5 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 32 3. Quantitative and Qualitative Disclosures About Market Risk 53 4. Controls and Procedures 53 PART II — OTHER INFORMATION 1. Legal Proceedings 55 1A. Risk Factors 55 2. Unregistered Sales of Equity Securities and Use of Proceeds 55 3. Defaults Upon Senior Securities 55 4. Mine Safety Disclosures 55 5. Other Information 56 6. Exhibits 56 Signature 57 Exhibit Index 58 Table of Contents PART I — FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) SPRINT CORPORATION CONSOLIDATED BALANCE SHEETS June 30, March 31, 2016 2016 (in millions, except share and per share data) ASSETS Current assets: Cash and cash equivalents $ 3,780 $ 2,641 Short-term investments 1,304 — Accounts and notes receivable, net of allowance for doubtful accounts and deferred interest of $44 and $39, respectively 1,113 1,099 Device and accessory inventory 816 1,173 Prepaid expenses and other current assets 1,949 1,920 Total current assets 8,962 6,833 Property, plant and equipment, net 19,715 20,297 Intangible assets Goodwill 6,575 6,575 FCC licenses and other 40,175 40,073 Definite-lived intangible assets, net 4,157 4,469 Other assets 811 728 Total assets $ 80,395 $ 78,975 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,841 $ 2,899 Accrued expenses and other current liabilities 4,245 4,374 Current portion of long-term debt, financing and capital lease obligations 5,603 4,690 Total current liabilities 11,689 11,963 Long-term debt, financing and capital lease obligations 31,354 29,268 Deferred tax liabilities 14,006 13,959 Other liabilities 3,844 4,002 Total liabilities 60,893 59,192 Commitments and contingencies Stockholders' equity: Common stock, voting, par value $0.01 per share, 9.0 billion authorized, 3.975 billion issued 40 40 Paid-in capital 27,582 27,563 Treasury shares, at cost — (3) Accumulated deficit (7,680) (7,378) Accumulated other comprehensive loss (440) (439) Total stockholders' equity 19,502 19,783 Total liabilities and stockholders' equity $ 80,395 $ 78,975 See Notes to the Consolidated Financial Statements 1 Table of Contents SPRINT CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Three Months Ended June 30, 2016 2015 (in millions, except per share amounts) Net operating revenues: Service $ 6,516 $ 7,037 Equipment 1,496 990 8,012 8,027 Net operating expenses: Cost of services (exclusive of depreciation and amortization included below) 2,099 2,393 Cost of products (exclusive of depreciation and amortization included below) 1,419 1,365 Selling, general and administrative 1,917 2,187 Severance and exit costs 16 13 Depreciation 1,680 1,241 Amortization 287 347 Other, net 233 (20) 7,651 7,526 Operating income 361 501 Other (expense) income: Interest expense (615) (542) Other income, net 8 4 (607) (538) Loss before income taxes (246) (37) Income tax (expense) benefit (56) 17 Net loss $ (302) $ (20) Basic net loss per common share $ (0.08) $ (0.01) Diluted net loss per common share $ (0.08) $ (0.01) Basic weighted average common shares outstanding 3,975 3,967 Diluted weighted average common shares outstanding 3,975 3,967 Other comprehensive (loss) income, net of tax: Net unrealized holding (losses) gains on securities and other $ (2) $ 2 Net unrecognized net periodic pension and other postretirement benefits 1 2 Other comprehensive (loss) income (1) 4 Comprehensive loss $ (303) $ (16) See Notes to the Consolidated Financial Statements 2 Table of Contents SPRINT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended June 30, 2016 2015 (in millions) Cash flows from operating activities: Net loss $ (302) $ (20) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 1,967 1,588 Provision for losses on accounts receivable 93 163 Share-based and long-term incentive compensation expense 15 18 Deferred income tax expense (benefit) 46 (13) Amortization of long-term debt premiums, net (80) (78) Loss on disposal of property, plant and equipment 120 — Contract terminations 96 — Other changes in assets and liabilities: Accounts and notes receivable (106) (1,683) Deferred purchase price from sale of receivables (117) 1,184 Inventories and other current assets (98) (315) Accounts payable and other current liabilities (1,016) (867) Non-current assets and liabilities, net (159) 83 Other, net 83 68 Net cash provided by operating activities 542 128 Cash flows from investing activities: Capital expenditures - network and other (473) (1,802) Capital expenditures - leased devices (405) (544) Expenditures relating to FCC licenses (15) (26) Proceeds from sales and maturities of short-term investments — 138 Purchases of short-term investments (1,304) (175) Proceeds from sales of assets and FCC licenses 27 1 Other, net (25) (3) Net cash used in investing activities (2,195) (2,411) Cash flows from financing activities: Proceeds from debt and financings 3,255 346 Repayments of debt, financing and capital lease obligations (294) (26) Debt financing costs (175) (1) Other, net 6 14 Net cash provided by financing activities 2,792 333 Net increase (decrease) in cash and cash equivalents 1,139 (1,950) Cash and cash equivalents, beginning of period 2,641 4,010 Cash and cash equivalents, end of period $ 3,780 $ 2,060 See Notes to the Consolidated Financial Statements 3 Table of Contents SPRINT CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (in millions) Common Stock Treasury Shares Accumulated Other Paid-in Accumulated Comprehensive Shares Amount Capital Shares Amount Deficit Loss Total Balance, March 31, 2016 3,974 $ 40 $ 27,563 1 $ (3) $ (7,378) $ (439) $ 19,783 Net loss (302) (302) Other comprehensive loss, net of tax (1) (1) Issuance of common stock, net 1 — (1) 3 3 Share-based compensation expense 15 15 Other, net 4 4 Balance, June 30, 2016 3,975 $ 40 $ 27,582 — $ — $ (7,680) $ (440) $ 19,502 See Notes to the Consolidated Financial Statements 4 Table of Contents SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS INDEX Page Reference 1. Basis of Presentation 6 2. New Accounting Pronouncements 6 3. Funding Sources 7 4. Financial Instruments 11 5. Property, Plant and Equipment 11 6. Intangible Assets 12 7. Accounts Payable 14 8. Long-Term Debt, Financing and Capital Lease Obligations 14 9. Severance and Exit Costs 17 10. Income Taxes 18 11. Commitments and Contingencies 19 12. Per Share Data 21 13. Segments 21 14. Related-Party Transactions 23 15. Guarantor Financial Information 25 5 Table of Contents Index for Notes to the Consolidated Financial Statements SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. 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, 2016 .
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