10-Q

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 December 31, 2015

or

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

Commission File number 1-04721

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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: (855) 848-3280

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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 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 FEBRUARY 2, 2016:

Sprint Corporation Common Stock 3,971,223,232

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	35
3.	Quantitative and Qualitative Disclosures About Market Risk	59
4.	Controls and Procedures	59
	PART II — OTHER INFORMATION
1.	Legal Proceedings	60
1A.	Risk Factors	60
2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
3.	Defaults Upon Senior Securities	60
4.	Mine Safety Disclosures	61
5.	Other Information	61
6.	Exhibits	61
Signature		62
Exhibit Index		63

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

SPRINT CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	2015			2015
	(in millions, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	2,175		$	4,010
Short-term investments	41			166
Accounts and notes receivable, net of allowance for doubtful accounts and deferred interest of $38 and $204, respectively	1,033			2,290
Device and accessory inventory	995			1,359
Deferred tax assets	—			62
Prepaid expenses and other current assets	2,317			1,890
Total current assets	6,561			9,777
Property, plant and equipment, net	20,645			19,721
Intangible assets
Goodwill	6,575			6,575
FCC licenses and other	40,052			39,987
Definite-lived intangible assets, net	4,807			5,893
Other assets	911			1,077
Total assets	$	79,551		$	83,030
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,078		$	4,347
Accrued expenses and other current liabilities	4,474			5,293
Deferred tax liabilities	186			—
Current portion of long-term debt, financing and capital lease obligations	3,324			1,300
Total current liabilities	11,062			10,940
Long-term debt, financing and capital lease obligations	30,429			32,531
Deferred tax liabilities	13,773			13,898
Other liabilities	3,954			3,951
Total liabilities	59,218			61,320
Commitments and contingencies
Stockholders' equity:
Common stock, voting, par value $0.01 per share, 9.0 billion authorized, 3.970 billion and 3.967 billion issued, respectively	40			40
Treasury shares, at cost	—			(7		)
Paid-in capital	27,536			27,468
Accumulated deficit	(6,824		)	(5,383		)
Accumulated other comprehensive loss	(419		)	(408		)
Total stockholders' equity	20,333			21,710
Total liabilities and stockholders' equity	$	79,551		$	83,030

See Notes to the Consolidated Financial Statements

1

SPRINT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
	(in millions, except per share amounts)
Net operating revenues:
Service	$	6,683		$	7,272		$	20,600		$	22,404
Equipment	1,424			1,701			3,509			3,846
	8,107			8,973			24,109			26,250
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	2,348			2,330			7,194			7,279
Cost of products (exclusive of depreciation and amortization included below)	1,589			2,952			4,244			7,482
Selling, general and administrative	2,129			2,647			6,540			7,232
Impairments	—			2,133			—			2,133
Severance and exit costs	209			22			247			333
Depreciation	1,549			940			4,202			2,706
Amortization	316			380			994			1,189
Other, net	164			109			386			109
	8,304			11,513			23,807			28,463
Operating (loss) income	(197		)	(2,540		)	302			(2,213		)
Other expense:
Interest expense	(546		)	(506		)	(1,630		)	(1,528		)
Other income, net	4			10			13			19
	(542		)	(496		)	(1,617		)	(1,509		)
Loss before income taxes	(739		)	(3,036		)	(1,315		)	(3,722		)
Income tax (expense) benefit	(97		)	657			(126		)	601
Net loss	$	(836	)	$	(2,379	)	$	(1,441	)	$	(3,121	)
Basic net loss per common share	$	(0.21	)	$	(0.60	)	$	(0.36	)	$	(0.79	)
Diluted net loss per common share	$	(0.21	)	$	(0.60	)	$	(0.36	)	$	(0.79	)
Basic weighted average common shares outstanding	3,970			3,957			3,969			3,950
Diluted weighted average common shares outstanding	3,970			3,957			3,969			3,950
Other comprehensive (loss) income, net of tax:
Net unrealized holding losses on securities and other	$	(9	)	$	(12	)	$	(16	)	$	(18	)
Net unrecognized net periodic pension and other postretirement benefits	2			(208		)	5			(209		)
Other comprehensive loss	(7		)	(220		)	(11		)	(227		)
Comprehensive loss	$	(843	)	$	(2,599	)	$	(1,452	)	$	(3,348	)

See Notes to the Consolidated Financial Statements

2

SPRINT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	December 31,
	2015			2014
	(in millions)
Cash flows from operating activities:
Net loss	$	(1,441	)	$	(3,121	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairments	—			2,133
Depreciation and amortization	5,196			3,895
Provision for losses on accounts receivable	385			730
Share-based and long-term incentive compensation expense	58			89
Deferred income tax expense (benefit)	120			(634		)
Amortization of long-term debt premiums, net	(236		)	(226		)
Loss on disposal of property, plant and equipment	228			—
Other changes in assets and liabilities:
Accounts and notes receivable	(1,482		)	(1,356		)
Inventories and other current assets	(117		)	(1,044		)
Accounts payable and other current liabilities	(816		)	1,183
Non-current assets and liabilities, net	112			(281		)
Other, net	596			106
Net cash provided by operating activities	2,603			1,474
Cash flows from investing activities:
Capital expenditures - network and other	(3,958		)	(3,814		)
Capital expenditures - leased devices	(1,724		)	(143		)
Expenditures relating to FCC licenses	(75		)	(121		)
Reimbursements relating to FCC licenses	—			95
Proceeds from sales and maturities of short-term investments	377			2,913
Purchases of short-term investments	(252		)	(1,947		)
Proceeds from sales of assets and FCC licenses	36			114
Proceeds from sale-leaseback transaction	1,136			—
Other, net	(25		)	(9		)
Net cash used in investing activities	(4,485		)	(2,912		)
Cash flows from financing activities:
Proceeds from debt and financings	755			300
Repayments of debt, financing and capital lease obligations	(727		)	(390		)
Debt financing costs	(1		)	(37		)
Proceeds from issuance of common stock, net	10			50
Other, net	10			—
Net cash provided by (used in) financing activities	47			(77		)
Net decrease in cash and cash equivalents	(1,835		)	(1,515		)
Cash and cash equivalents, beginning of period	4,010			4,970
Cash and cash equivalents, end of period	$	2,175		$	3,455

See Notes to the Consolidated Financial Statements

3

SPRINT CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(in millions)

	Common Stock			Paid-in Capital		Treasury Shares					Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares	Amount				Shares		Amount
Balance, March 31, 2015	3,967	$	40	$	27,468	1		$	(7	)	$	(5,383	)	$	(408	)	$	21,710
Net loss											(1,441		)				(1,441		)
Other comprehensive loss, net of tax														(11		)	(11		)
Issuance of common stock, net	3			3		(1	)	7									10
Share-based compensation expense				55													55
Capital contribution by SoftBank				10													10
Balance, December 31, 2015	3,970	$	40	$	27,536	—		$	—		$	(6,824	)	$	(419	)	$	20,333

See Notes to the Consolidated Financial Statements

4

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

INDEX

		Page Reference
1.	Basis of Presentation	6
2.	New Accounting Pronouncements	6
3.	Accounts Receivable Facility	8
4.	Installment Receivables	11
5.	Financial Instruments	12
6.	Property, Plant and Equipment	12
7.	Intangible Assets	13
8.	Accounts Payable	14
9.	Long-Term Debt, Financing and Capital Lease Obligations	15
10.	Severance and Exit Costs	17
11.	Income Taxes	18
12.	Commitments and Contingencies	19
13.	Per Share Data	21
14.	Segments	21
15.	Related-Party Transactions	25
16.	Guarantor Financial Information	26

5

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, 2015. 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.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Note 2. New Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The updated guidance defines discontinued operations as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, the disclosure requirements for discontinued operations were expanded and new disclosures for individually significant dispositions that do not qualify as discontinued operations are required. The guidance is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2014, with early adoption permitted for transactions that have not been reported in financial statements previously issued or available for issuance. The standard was effective for the Company's fiscal year beginning April 1, 2015 and will be applied to relevant transactions.

In May 2014, the FASB issued new authoritative literature, Revenue from Contracts with Customers. The issuance is part of a joint effort by the FASB and the International Accounting Standards Board (IASB) to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. The new standard will supersede much of the existing authoritative literature for revenue recognition. In July 2015, the FASB deferred the effective date of this standard. As a result, the standard and related amendments will be effective for the Company for its fiscal year beginning April 1, 2018, including interim periods within that fiscal year. Early application is permitted, but not before the original effective date of April 1, 2017. Entities are allowed to transition to the new standard by either retrospective application or recognizing the cumulative effect. The Company is currently evaluating the guidance, including which transition approach will be applied and the estimated impact it will have on our consolidated financial statements.

In June 2014, the FASB issued authoritative guidance regarding Compensation - Stock Compensation, which provides guidance on how to treat performance targets that can be achieved after the requisite service period. The updated guidance requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition and accounted for under current guidance as opposed to a nonvesting condition that would impact the grant-date fair value of the award. The guidance is effective for the Company for its fiscal year and interim periods within those fiscal years beginning April 1, 2016 with early adoption permitted. Entities may apply the amendments either (i) prospectively to all awards granted or modified after the effective date; or (ii) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter with the cumulative effect as an adjustment to the opening retained earnings balance as of the beginning of the earliest annual period presented. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

6

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In August 2014, the FASB issued authoritative guidance regarding Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The updated guidance requires management to perform interim and annual assessments on whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related disclosures, if required. The standard will be effective for the Company’s fiscal year beginning April 1, 2016, including interim reporting periods within that fiscal year, although early adoption is permitted. The Company will evaluate the standard, as necessary, upon adoption.

In January 2015, the FASB issued authoritative guidance on Extraordinary and Unusual Items, eliminating the concept of extraordinary items. The issuance is part of the FASB’s initiative to reduce complexity in accounting standards. Under the current guidance, an entity is required to separately classify, present and disclose events and transactions that meet the criteria for extraordinary classification. Under the new guidance, reporting entities will no longer be required to consider whether an underlying event or transaction is extraordinary, however, presentation and disclosure guidance for items that are unusual in nature or occur infrequently was retained and expanded to include items that are both unusual in nature and infrequently occurring. The amendments are effective for the Company’s fiscal year beginning April 1, 2016, although early adoption is permitted if applied from the beginning of a fiscal year. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements. 

In February 2015, the FASB issued authoritative guidance regarding Consolidation, which provides guidance to management when evaluating whether they should consolidate certain legal entities. The updated guidance modifies evaluation criteria of limited partnerships and similar legal entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships. All legal entities will be subject to reevaluation under the revised consolidation model. The standard will be effective for the Company’s fiscal year beginning April 1, 2016, including interim reporting periods within that fiscal year, although early adoption is permitted. The Company is currently evaluating the guidance and assessing the impact it will have on our consolidated financial statements.

In April 2015, the FASB issued authoritative guidance regarding Interest - Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 31, 2015, with early adoption permitted. In August 2015, the FASB added Securities and Exchange Commission paragraphs to this guidance which address the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The standard would be effective retrospectively for the Company’s fiscal year beginning April 1, 2016, however, we expect to early adopt the provisions of this standard effective January 1, 2016. The Company does not expect the early adoption of this guidance to have a material effect on our consolidated financial statements.

In July 2015, the FASB issued authoritative guidance regarding Inventory, which simplifies the subsequent measurement of certain inventories by replacing today’s lower of cost or market test with a lower of cost and net realizable value test. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, although early adoption is permitted. The standard will be effective for the Company’s fiscal year beginning April 1, 2017. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

In September 2015, the FASB issued authoritative guidance amending Business Combinations, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2015, with early application permitted for financial statements that have not been issued. The amendments are to be

7

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

applied prospectively to adjustments that occur after the effective date. The amendments will be effective for the Company for the fiscal year beginning April 1, 2016 and will be applied, as necessary, to future business combinations.

In November 2015, the FASB issued authoritative guidance regarding Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring all deferred income tax liabilities and assets be classified as noncurrent on the consolidated balance sheets. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2016, with early adoption permitted. The standard would be effective for the Company’s fiscal year beginning April 1, 2017, however, we expect to early adopt the provisions of this standard effective January 1, 2016 on a prospective basis. The Company does not expect the early adoption of this guidance to have a material effect on our consolidated financial statements.

In January 2016, the FASB issued authoritative guidance regarding Financial Instruments, which amended guidance on the classification and measurement of financial instruments. Under the new guidance, entities will be required to measure equity investments that are not consolidated or accounted for under the equity method at fair value with any changes in fair value recorded in net income, unless the entity has elected the new practicability exception. For financial liabilities measured using the fair value option, entities will be required to separately present in other comprehensive income the portion of the changes in fair value attributable to instrument-specific credit risk. Additionally, the guidance amends certain disclosure requirements associated with the fair value of financial instruments. The standard will be effective for the Company’s fiscal year beginning April 1, 2018, including interim reporting periods within that fiscal year. The Company is currently evaluating the guidance and assessing the impact it will have on our consolidated financial statements.

Note 3. Funding Sources

Our device leasing and installment billing programs require a greater use of operating cash flows in the earlier part of the device contracts as our subscribers will generally pay less upfront than traditional subsidized programs. The Accounts Receivable Facility and the Handset Sale-Leaseback transactions described below were designed to mitigate the significant use of cash from purchasing devices from OEMs to fulfill our installment billing and leasing programs.

Accounts Receivable Facility

Transaction Overview

Our accounts receivable facility (Receivables Facility), which provides us the opportunity to sell eligible wireless service and installment receivables to unaffiliated third parties (Purchasers), was amended in November 2015 to include future amounts due from customers who lease certain devices from us. The amendment increased the maximum funding limit under the Receivables Facility to $4.3 billion and extended the expiration to November 2017. The amount available under the Receivables Facility fluctuates over time based on the total amount of eligible receivables generated during the normal course of our business. As of December 31, 2015, the total borrowing capacity available under the facility was approximately $2.0 billion. However, as a result of sales we have completed to date, the total amount available to be drawn as of December 31, 2015was $778 million. The proceeds from the sale of these receivables are comprised of a combination of cash and a deferred purchase price receivable (DPP). While it's at Sprint's election to decide how much cash it chooses to receive from each sale, the maximum amount of proceeds varies based on a number of factors and currently represents approximately 50% of the total amount of the receivables sold to the Purchasers. The DPP is realized by us upon the ultimate collection of the underlying receivables sold to the Purchasers or until Sprint elects to receive additional amounts in cash from the Purchasers subject to the total availability under the Receivables Facility. As of December 31, 2015, we have elected not to sell future receivables associated with certain devices leased by our customers.

Wireless service and installment receivables sold are treated as a sale of financial assets and Sprint derecognizes these receivables, as well as the related allowances, and recognizes the net proceeds received in cash provided by operating activities on the consolidated statements of cash flows. The fees associated with these sales are recognized in "Selling, general and administrative" on the consolidated statements of comprehensive loss. The sale of future lease receivables will be recorded as a financing transaction. Accordingly, the proceeds received will be reflected as cash provided by financing activities on the consolidated statements of cash flows and the fees will be recognized as "Interest expense" on the consolidated statements of comprehensive loss.

8

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Transaction Structure

Sprint contributes eligible 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 and installment 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.

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 pay the investment, 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.

Sprint has no retained interest in the receivables sold, other than collection and administrative responsibilities and its right to the DPP. 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 exchange for a monthly servicing fee, and Sprint guarantees the performance of the servicing obligations under the Receivables Facility.

DPP

The DPP related to our wireless service and installment receivables is classified as a trading security within "Prepaid expenses and other current assets" on the consolidated balance sheets and is recorded at its estimated fair value. The fair value of the DPP is estimated using a discounted cash flow model, which relies principally on unobservable inputs such as the nature and credit class of the sold receivables and subscriber payment history, and, for installment receivables sold, the estimated timing of upgrades and upgrade payment amounts for those with upgrade options. Accretable yield on the DPP is recognized as interest revenue within net operating service revenue on the consolidated statements of comprehensive loss and other changes in the fair value of the DPP are recognized in "Selling, general and administrative" on the consolidated statements of comprehensive loss. Changes in the fair value of the DPP did not have a material impact on our statements of comprehensive loss for the three and nine-month periods endedDecember 31, 2015. Changes to the unobservable inputs used to determine the fair value are not expected to result in a material change in the fair value of the DPP.

Wireless Service Receivable Sales

On March 31, 2015, we sold approximately $1.8 billion of wireless service receivables in exchange for $500 million in cash (reflected within the change in accounts and notes receivable on the consolidated statement of cash flows) and a DPP of $1.3 billion, with an estimated fair value of $1.2 billion. In accordance with our rights under the Receivables Facility, in April 2015 Sprint elected to temporarily suspend sales of receivables by the SPEs and remitted payments received to the Purchasers to reduce the funded amount to zero.

In September 2015, we sold wireless service receivables of approximately $1.9 billion in exchange for $400 million in cash and $1.5 billion of DPP, with an estimated fair value of $1.4 billion. In October 2015, we elected to receive $300 million of cash and reduced the amount of the associated DPP due to Sprint. As of December 31, 2015, the total amount available under the Receivables Facility associated with wireless service receivables was $193 million and the total fair value of the associated DPP was $1.1 billion.

Installment Receivable Sales

In October 2015, we sold installment receivables of approximately $1.2 billion under the Receivables Facility in exchange for $100 million in cash and $1.1 billion of DPP, with an estimated fair value of $1.0 billion. In November 2015, we elected to receive $400 million of cash and reduce the amount of the associated DPP due to Sprint. During the period from our initial sale in October to December 31, 2015, cash collections on previously sold installment receivables exceeded sales of new receivables such that the DPP decreased by approximately $150 million. As of December 31, 2015, the total amount available under the Receivables Facility associated with installment receivables was $29 million and the total fair value of the associated DPP was $491 million.

9

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Future Lease Receivable Sales

As of December 31, 2015, we had not sold any future lease receivables. As of December 31, 2015, the amount available under the Receivables Facility associated with future lease receivables was $556 million.

Continuing Involvement

Sprint has continuing involvement in the receivables sold by the SPEs to the Purchasers because a subsidiary of Sprint services the receivables. Additionally, in accordance with the Receivables Facility, Sprint is required to repurchase aged receivables, or those that will be written off in accordance with Sprint's credit and collection policies, both of which result from subscriber non-payment. Sprint recognizes assets and liabilities, as applicable, with respect to its continuing involvement at fair value. Sprint's continuing involvement did not have a material impact on its financial statements as of December 31, 2015.

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 service and installment receivables purchased by the Conduits, which is comprised of the DPP due to Sprint, is not considered a variable interest because it is in assets that represent less than 50% of the total activity of the Conduits.

Handset Sale-Leaseback

In November 2015, Sprint entered into agreements (Handset Sale-Leaseback) to sell and lease-back certain leased devices excluded from our Receivables Facility, which allowed us to monetize the devices including the device residual values. Under the agreements with Mobile Leasing Solutions, LLC (MLS), a company formed by a group of equity investors, including SoftBank Group Corp. (SoftBank), Sprint maintains the customer lease, will continue to collect and record lease revenue from the customer and will remit monthly rental payments to MLS, which are recognized as "Cost of products" on the consolidated statements of comprehensive loss during the lease-back period.

In December 2015, Sprint contributed $1.3 billion of certain leased devices and the associated customer leases to wholly-owned consolidated bankruptcy-remote special purpose entities of Sprint (SPE Lessees). The SPE Lessees then sold the devices and transferred certain specified customer lease end rights and obligations, such as the right to receive the proceeds from customers who elect to purchase the device at the end of the customer lease term, to MLS in exchange for proceeds totaling $1.1 billion(Cash Purchase Price) and a DPP of $126 million.

The difference between the fair value and the net book value of the devices sold was recognized as a loss on disposal of property, plant and equipment in the amount of $65 million and is included in "Other, net" on the consolidated statements of comprehensive loss. Simultaneously with the sale of the devices, MLS leased back each device to the SPE Lessees pursuant to the Master Lease Agreement (Device Lease) in exchange for monthly rental payments to be made by the SPE Lessees to MLS. Monthly rental payments made to MLS totaled $60 million during the three and nine-month periods endedDecember 31, 2015. As of December 31, 2015, the minimum estimated amounts due to MLS were $176 million for the remaining fiscal year 2015, $673 million for fiscal year 2016, and $113 million for fiscal year 2017.

The SPE Lessees retain all rights to the underlying customer leases, such as the right to receive the rental payments during the device lease-back period, other than the aforementioned certain specified customer lease end rights. Each SPE Lessee is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the SPE Lessee, to be satisfied out of the SPE Lessee’s assets prior to any assets in the SPE Lessee becoming available to Sprint. Accordingly, the assets of the SPE Lessee are not available to pay creditors of Sprint or any of its affiliates. Settlement for the DPP occurs at the end of the agreement and can be reduced to the extent that MLS experiences a loss on the device (either not returned or sold at a loss), but only to the extent of the device's DPP balance. The DPP associated with the Handset Sale-Leaseback is recorded in “Other assets” in the consolidated balance sheets at its estimated net realizable value. Changes to the DPP prior to settlement with MLS are recorded as an adjustment to rent expense in “Cost of products” in the consolidated statements of comprehensive loss. Brightstar US, Inc. (Brightstar), a wholly-owned subsidiary of SoftBank, provides reverse logistics and remarketing services to MLS with respect to the devices.

Unless a Device Lease is terminated early, the SPE Lessees are obligated to pay the full monthly rental payments under each Device Lease, regardless of whether customers make lease payments on the devices leased to them or whether the

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

customer lease is still in effect. Sprint has guaranteed to MLS, the performance of the covenants, agreements and undertakings of the SPE Lessees under the transaction documents.

All devices must be returned to MLS, subject to purchase rights of the customers and provided that SPE Lessees have no obligation to return devices not returned by the customers to Sprint. Sprint will act as servicer for MLS, to the extent needed, after the end of the device leaseback period. To secure the obligations of the SPE Lessees under the Device Lease, the SPE Lessees provide a security interest to MLS in, among other things, the customer leases. In the event that MLS is able to sell the returned devices at a price greater than the expected device residual value, Sprint has the potential to share some of the excess proceeds.

Note 4. Installment Receivables

Certain subscribers have the option to purchase their devices in installments 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. Beginning in October 2015, Sprint sold and derecognized all installment receivables as well as the related allowances and deferred interest.

The following table summarizes the installment receivables:

	March 31, 2015
	(in millions)
Installment receivables, gross	$	1,725
Deferred interest	(139		)
Installment receivables, net of deferred interest	1,586
Allowance for credit losses	(190		)
Installment receivables, net	$	1,396
Classified on the consolidated balance sheets as:
Accounts and notes receivable, net	$	1,035
Other assets	361
Installment receivables, net	$	1,396

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

	March 31, 2015
	Prime		Subprime		Total
	(in millions)
Unbilled	$	1,243	$	359	$	1,602
Billed - current	65		22		87
Billed - past due	21		15		36
Installment receivables, gross	$	1,329	$	396	$	1,725

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

	Nine Months Ended December 31,			Twelve Months Ended  March 31,
	2015			2015
	(in millions)
Deferred interest and allowance for credit losses, beginning of period	$	329		$	124
Bad debt expense	93			398
Write-offs, net of recoveries	(105		)	(255		)
Change in deferred interest on short-term and long-term installment receivables	(43		)	62
Derecognition of deferred interest and allowance for credit losses	(274		)	—
Deferred interest and allowance for credit losses, end of period	$	—		$	329

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Financial Instruments

The carrying amount of cash and cash equivalents, accounts and notes receivable, and accounts payable approximates fair value. Short-term investments (consisting primarily of commercial paper), totaling approximately $41 million and $166 million as of December 31, 2015 and March 31, 2015, respectively, are recorded at amortized cost, and the respective carrying amounts approximate fair value. The fair value of marketable equity securities totaling $42 million and $40 million as of December 31, 2015 and March 31, 2015, respectively, are measured on a recurring basis using quoted prices in active markets.

The estimated fair value of the majority of our current and long-term debt, excluding our credit facilities, 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.

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

	Carrying amount at December 31, 2015		Estimated Fair Value Using Input Type
			Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt	$	33,424	$	21,194	$	4,494	$	1,644	$	27,332

	Carrying amount at March 31, 2015		Estimated Fair Value Using Input Type
			Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt	$	33,434	$	27,238	$	4,906	$	1,410	$	33,554

Note 6. 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 $763 million and $2.0 billion as of December 31, 2015 and 2014, respectively. The following table presents the components of property, plant and equipment and the related accumulated depreciation:

	December 31, 2015			March 31, 2015
	(in millions)
Land	$	266		$	266
Network equipment, site costs and related software	21,304			18,990
Buildings and improvements	793			754
Non-network internal use software, office equipment, leased devices and other	5,346			2,979
Construction in progress	1,395			2,090
Less: accumulated depreciation	(8,459		)	(5,358		)
Property, plant and equipment, net	$	20,645		$	19,721

In September 2014, Sprint introduced a leasing program, 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 turn in their device, continue leasing their device, or purchase the device. As of December 31, 2015, a majority of our device leases were classified as operating leases. At lease inception, the devices leased through Sprint's direct channels are reclassified from inventory to property, plant and equipment. For those devices leased through indirect channels, Sprint purchases the device to be leased from the retailer at lease inception. The devices are then depreciated using the straight-line method to their estimated residual value over the estimated useful life, which is based on the lease term.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

	December 31, 2015			March 31, 2015
	(in millions)
Leased devices	$	4,120		$	1,974
Less: accumulated depreciation	(799		)	(197		)
Leased devices, net	$	3,321		$	1,777

During the nine-month periods endedDecember 31, 2015 and 2014, there were non-cash transfers to leased devices of approximately $2.6 billion and $700 million, respectively, along with a corresponding decrease in "Device and accessory inventory." In addition, during the three-month period ended December 31, 2015, we sold devices totaling $1.3 billion (See Note 3. Funding Sources). Non-cash accruals included in leased devices totaled approximately $306 million and $150 million as of December 31, 2015 and 2014, respectively, for devices purchased from indirect dealers that were leased to our subscribers. Depreciation expense incurred on all leased devices for the three and nine-month periods endedDecember 31, 2015 was $535 million and $1.2 billion, respectively. Depreciation expense incurred on all leased devices for three and nine-month periods endedDecember 31, 2014 was $54 million and $56 million, respectively.

During the three and nine-month periods ended December 31, 2015, we recorded $78 million and $163 million, respectively, of loss on disposal of property, plant and equipment, which is included in "Other, net" in our consolidated statements of comprehensive loss. These losses resulted from the write-off of leased devices associated with lease cancellations prior to the scheduled customer lease terms where customers did not return the devices to us and cell site construction costs that are no longer recoverable as a result of changes in the Company's network plans.

Impairments

During the three-month period ended December 31, 2014, we also recorded an impairment loss of $233 million, which is included in “Impairments” in our consolidated statements of comprehensive loss, to reduce the carrying value of the Wireline asset group, which includes the Wireline long-lived assets, to its estimated fair value of $918 million as of December 31, 2014.

Note 7. Intangible Assets

Indefinite-Lived Intangible Assets

Our indefinite-lived intangible assets consist of FCC licenses, which were acquired primarily through FCC auctions and business combinations, certain of our trademarks, and goodwill. At December 31, 2015, we held 1.9 GHz, 800 MHz 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. Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations.

	March 31, 2015		Net Additions		December 31, 2015
	(in millions)
FCC licenses	$	35,952	$	65	$	36,017
Trademarks	4,035		—		4,035
Goodwill	6,575		—		6,575
	$	46,562	$	65	$	46,627

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. After the merger with SoftBank, actual results and expectations of net postpaid handset subscriber additions were lower than the forecasts used to allocate the purchase price to the assets acquired and liabilities assumed. During the quarter ended

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014, we determined that recoverability of the carrying amount of goodwill and the Sprint trade name should be evaluated for impairment and it was determined that the carrying value of the Sprint trade name exceeded its estimated fair value of $3.3 billion. Accordingly, during the quarter ended December 31, 2014 we recorded an impairment loss of $1.9 billion, which is included in “Impairments” in our consolidated statements of comprehensive loss.

The stock price at December 31, 2015 of $3.62 was below the net book value per share price of $5.12. Subsequent to the balance sheet date, the stock price has decreased further to $2.84 at February 3, 2016. The quoted market price of our stock is not the sole consideration of fair value. Other considerations include, but are not limited to, expectations of future results and an estimated control premium.

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 and trade names impairment tests will prove to be an accurate prediction of the future. Continued, sustained declines in the Company’s operating results, 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.

Intangible Assets Subject to Amortization

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

		December 31, 2015							March 31, 2015
	Useful Lives	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
		(in millions)
Customer relationships	4 to 8 years	$	6,923	$	(3,755	)	$	3,168	$	6,923	$	(2,791	)	$	4,132
Other intangible assets:
Favorable spectrum leases	23 years	884		(103		)	781		884		(71		)	813
Favorable tower leases	3 to 7 years	589		(269		)	320		589		(189		)	400
Trademarks	34 years	520		(39		)	481		520		(27		)	493
Other	4 to 10 years	81		(24		)	57		72		(17		)	55
Total other intangible assets		2,074		(435		)	1,639		2,065		(304		)	1,761
Total definite-lived intangible assets		$	8,997	$	(4,190	)	$	4,807	$	8,988	$	(3,095	)	$	5,893

Note 8. Accounts Payable

Accounts payable at December 31, 2015 and March 31, 2015 include liabilities in the amounts of $72 million and $90 million, respectively, for checks issued in excess of associated bank balances but not yet presented for collection.

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SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Long-Term Debt, Financing and Capital Lease Obligations

	Interest Rates			Maturities			December 31, 2015			March 31, 2015
							(in millions)
Notes
Senior notes
Sprint Corporation	7.13	-	7.88%	2021	-	2025	$	10,500		$	10,500
Sprint Communications, Inc.	6.00	-	11.50%	2016	-	2022	9,280			9,280
Sprint Capital Corporation	6.88	-	8.75%	2019	-	2032	6,204			6,204
Guaranteed notes
Sprint Communications, Inc.	7.00	-	9.00%	2018	-	2020	4,000			4,000
Secured notes
Clearwire Communications LLC (1)	14.75%			2016			300			300
Exchangeable notes
Clearwire Communications LLC (1)	8.25%			2040			629			629
Credit facilities
Bank credit facility	3.63%			2018			—			—
Export Development Canada (EDC)	3.78	-	5.56%	2017	-	2019	550			800
Secured equipment credit facilities	1.99	-	2.75%	2017	-	2021	960			610
Financing obligation	6.10%			2021			237			275
Capital lease obligations and other	2.35	-	10.52%	2016	-	2023	231			127
Net premiums							862			1,106
							33,753			33,831
Less current portion							(3,324		)	(1,300		)
Long-term debt, financing and capital lease obligations							$	30,429		$	32,531

________ 

(1) Notes of Clearwire Communications LLC are also direct obligations of Clearwire Finance, Inc. and are guaranteed by certain Clearwire subsidiaries.

As of December 31, 2015, Sprint Corporation, the parent corporation, had $10.5 billion in aggregate principal amount of senior notes outstanding. In addition, as of December 31, 2015, the outstanding principal amount of senior notes issued by Sprint Communications, Inc. and Sprint Capital Corporation, guaranteed notes issued by Sprint Communications, Inc., exchangeable notes issued by Clearwire Communications LLC, the EDC agreement, and the secured equipment credit facilities, totaling $21.8 billion in principal amount of our long-term debt issued by 100% owned subsidiaries, was fully and unconditionally guaranteed by Sprint Corporation. The indenture governing the secured notes of Clearwire Communications LLC restricts the ability of it and its subsidiaries to distribute cash to its parent. Although certain financing agreements restrict the ability of Sprint Communications, Inc. 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, Inc. is generally not restricted.

Cash interest payments, net of amounts capitalized of $40 million and $41 million, totaled $1.8 billion during each of the nine-month periods endedDecember 31, 2015 and 2014, respectively.

Notes

As of December 31, 2015, our outstanding notes consisted of senior notes, guaranteed notes, and exchangeable notes, all of which are unsecured, as well as secured notes of Clearwire Communications LLC, which are secured solely by assets of Clearwire Communications LLC and certain of its subsidiaries. Cash interest on all of the notes is generally payable semi-annually in arrears. As of December 31, 2015, $30.1 billion aggregate principal amount of the notes was redeemable at the Company's discretion at the then-applicable redemption prices plus accrued interest.

As of December 31, 2015, approximately $21.6 billion aggregate principal amount of our senior notes and guaranteed notes provide 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. As of December 31, 2015, $300 million aggregate

15

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

principal amount of Clearwire Communications LLC notes provide holders with the right to require us to repurchase the notes if a change of control occurs (as defined in the applicable indentures and supplemental indentures). If we are required to make such a change of control offer, we will offer a cash payment equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest.

Upon the close of the acquisition of Clearwire Corporation, the Clearwire Communications, LLC 8.25% Exchangeable Notes due 2040 became exchangeable at any time, at the holder’s option, for a fixed amount of cash equal to $706.21 for each $1,000 principal amount of notes surrendered. As a result, $444 million, which is the total cash consideration payable upon an exchange of all $629 million principal amount of notes outstanding, is now classified as a current debt obligation. The remaining carrying value of these notes is classified as a long-term debt obligation.

Credit Facilities

Bank credit facility

The Company has a $3.3 billion unsecured revolving bank credit facility that expires in February 2018. Borrowings under the revolving bank credit facility bear interest at a rate equal to the London Interbank Offered Rate (LIBOR) plus a spread that varies depending on the Company’s credit ratings. As of December 31, 2015, approximately $323 million in letters of credit were outstanding under this credit facility, including the letter of credit required by the Report and Order (see Note 12. Commitments and Contingencies). As a result of the outstanding letters of credit, which directly reduce the availability of borrowings, the Company had approximately $3.0 billion of borrowing capacity available under the revolving bank credit facility as of December 31, 2015. The required 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 credit facility (adjusted EBITDA), was not to exceed 6.5 to 1.0 through the quarter ended December 31, 2015, and is not to exceed 6.25 to 1.0 through the quarter ending December 31, 2016 and 6.0 to 1.0 each fiscal quarter ending thereafter through expiration of the facility. The facility allows us to reduce our total indebtedness for purposes of calculating the Leverage Ratio by subtracting from total indebtedness the amount of any cash contributed into a segregated reserve account, provided that, after such cash contribution, our cash remaining on hand for operations exceeds $2.0 billion. Upon transfer, the cash contribution will remain restricted until and to the extent it is no longer required for the Leverage Ratio to remain in compliance.

EDC agreement

The unsecured EDC agreement provides for covenant terms similar to those of the revolving bank credit facility. However, under the terms of the EDC agreement, repayments of outstanding amounts cannot be re-drawn. In the quarter ended December 2015, we made a scheduled principal repayment of $500 million, leaving a principal balance of $300 million, which matures in December 2019. At the time of the repayment, the EDC agreement was also amended to increase the facility by $250 million through the addition of a new tranche due December 2017, which was fully drawn. Accordingly, as of December 31, 2015, the total principal amount of our borrowings under the EDC facility was $550 million.

Secured equipment credit facilities

Eksportkreditnamnden (EKN)

The EKN secured equipment credit facility provides for covenant terms similar to those of the revolving bank credit facility. In 2013, we had fully drawn and began to repay the EKN secured equipment credit facility totaling $1.0 billion, which was used to finance certain network-related purchases from Ericsson. We made regularly scheduled principal repayments totaling $127 million during the nine-month period ended December 31, 2015. The balance outstanding at December 31, 2015 was $381 million.

Finnvera plc (Finnvera)

The Finnvera secured equipment credit facility provides us with the ability to borrow up to $800 million to finance network-related purchases from Nokia. The facility, which initially could be drawn upon as many as three consecutive tranches, now has one tranche remaining and available for borrowing through October 2017. Such borrowings are contingent upon the amount and timing of Sprint's network-related purchases. During the nine-month period ended December 31, 2015, we drew $208 million on the facility, and we made principal repayments totaling $28 million, resulting in a total principal amount of $224 million outstanding at December 31, 2015.

16

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

K-sure

The K-sure equipment credit facility provides for the ability to borrow up to $750 million to finance network-related purchases from Samsung. The facility can be divided in up to three consecutive tranches of varying size with borrowings available until May 2018, contingent upon the amount of network-related purchases made by Sprint. During the nine-month period ended December 31, 2015, we drew $266 million on the facility, resulting in a total principal amount of $323 million outstanding at December 31, 2015.

Delcredere | Ducroire (D/D)

The D/D secured equipment credit facility provides for the ability to borrow up to $250 million to finance network equipment-related purchases from Alcatel-Lucent. During the nine-month period ended December 31, 2015, we drew $32 million on the facility, resulting in a total principal amount of $32 million outstanding at December 31, 2015.

Borrowings under the EKN, Finnvera, K-sure and D/D secured equipment credit facilities are each secured by liens on the respective 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, Inc. and Sprint Corporation. The covenants under each of the four secured equipment credit facilities are similar to one another and to the covenants of our revolving bank credit facility and EDC agreement.

Financing, Capital Lease and Other Obligations

We have approximately 3,000 cell sites that we sold and subsequently leased back. 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 due to our continued involvement with the property sold and the transaction is accounted for as a financing. Our capital lease and other obligations are primarily related to wireless network equipment and inventory.

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 December 31, 2015, 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 revolving bank credit facility and certain other agreements, 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 10. Severance and Exit Costs

Severance and exit costs consist of lease exit costs primarily associated with tower and cell sites, access exit costs related to payments that will continue to be made under our backhaul access contracts for which we will no longer be receiving any economic benefit, and severance costs associated with reductions in our work force.

As a result of the United States Cellular (U.S. Cellular) asset acquisition, which closed in May 2013, we recorded a liability related to network shutdown costs, which primarily consisted of lease exit costs, for which we agreed to reimburse U.S. Cellular. During the quarter ended June 30, 2015, we revised our estimate and, as a result, we reduced the reserve, resulting in approximately $20 million of income included in "Other, net" on the consolidated statements of comprehensive loss.

We continually refine our network strategy and evaluate other potential network initiatives to improve the overall performance of our network. Additionally, we have commenced a major cost cutting initiative, which is expected to include headcount reductions, among other actions, to reduce operating expenses and improve our operating cash flows. As a result of these ongoing activities, we may incur future material charges associated with lease and access exit costs, severance, asset

17

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

impairments, and accelerated depreciation, among others. To date, we have specifically identified exit costs, which are expected to range between approximately $100 million to $175 million, primarily related to ceasing use of WiMAX technology and access exit costs, of which the majority is expected to be incurred by March 31, 2016.

The following provides the activity in the severance and exit costs liability included in "Accounts payable," "Accrued expenses and other current liabilities" and "Other liabilities" within the consolidated balance sheets:

	March 31, 2015		Net Expense			Cash Payments and Other			December 31, 2015
	(in millions)
Lease exit costs	$	291	$	30	(1)	$	(107	)	$	214
Severance costs	119		194		(2)	(129		)	184
Access exit costs	44		3		(3)	(26		)	21
	$	454	$	227		$	(262	)	$	419

 _________________

(1) In addition to the $20 million income (Wireless only) related to U.S. Cellular, we recognized costs of $32 million (Wireless only), and $50 million (Wireless only) for the three and nine-month periods endedDecember 31, 2015, respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

(2) For the three and nine-month periods endedDecember 31, 2015, we recognized costs of $176 million ($156 million Wireless, $20 million Wireline), and $194 million ($172 million Wireless, $22 million Wireline), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

(3) For the three and nine-month periods endedDecember 31, 2015, we recognized costs of $1 million (Wireless only), and $3 million (Wireless only), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

Note 11. Income Taxes

The differences that caused our effective income tax rates to vary from the 35% U.S. federal statutory rate for income taxes were as follows:

	Nine Months Ended December 31,
	2015			2014
	(in millions)
Income tax benefit at the federal statutory rate	$	460		$	1,303
Effect of:
State income taxes, net of federal income tax effect	33			96
State law changes, net of federal income tax effect	23			—
Change in federal and state valuation allowance	(647		)	(797		)
Other, net	5			(1		)
Income tax (expense) benefit	$	(126	)	$	601
Effective income tax rate	(9.6		)%	16.1		%

The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards and credits. However, our history of annual losses reduces our ability to rely on expectations of future income in evaluating the ability to realize our deferred tax assets. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. As a result, the Company recognized income tax expense to increase the valuation allowance by $647 million during the nine-month period ended December 31, 2015 on deferred tax assets primarily related to losses incurred during the period that were not currently realizable and expenses recorded during the period that were not currently deductible for income tax purposes. The Company recognized income tax expense to increase the valuation allowance by $797 million during the nine-month period ended December 31, 2014 primarily attributable to the net increase in deferred tax assets related to the federal and state net operating loss carryforwards generated during the period offset by a $73 million decrease related to the disposition of certain FCC licenses. The disposition of the FCC licenses resulted in the ability to schedule the reversal of the temporary difference to generate future taxable income during the net operating loss carryforward period when evaluating the ability to realize our deferred tax assets. We do not expect to record significant tax benefits on future net operating losses until our circumstances justify the recognition of such benefits.

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SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We believe it is more likely than not that our remaining deferred income tax assets, net of the valuation allowance, will be realized based on current income tax laws and expectations of future taxable income stemming from the reversal of existing deferred tax liabilities. Uncertainties surrounding income tax law changes, shifts in operations between state taxing jurisdictions and future operating income levels may, however, affect the ultimate realization of all or some of these deferred income tax assets.

Income tax expense of $126 million for the nine-month period ended December 31, 2015 was primarily attributable to taxable temporary differences from the tax amortization of FCC licenses partially offset by tax benefits recorded from changes in state income tax laws enacted during the period. Income tax benefit of $601 million for the nine-month period ended December 31, 2014 was primarily attributable to recognition of a tax benefit on the $1.9 billion Sprint trade name impairment loss partially offset by tax expense on taxable temporary differences from the tax amortization of FCC licenses during the period. FCC licenses are amortized over 15 years for income tax purposes but, because these licenses have an indefinite life, they are not amortized for financial statement reporting purposes. These temporary differences result in net deferred income tax expense since they cannot be scheduled to reverse during the loss carryforward period.

As of December 31, 2015 and March 31, 2015, we maintained unrecognized tax benefits of $167 million and $163 million, respectively. Cash paid for income taxes, net, was $34 million and $36 million for the nine-month periods endedDecember 31, 2015 and December 31, 2014, respectively.

Note 12. Commitments and Contingencies

Litigation, Claims and Assessments

In March 2009, a stockholder brought suit, Bennett v. Sprint Nextel Corp., in the U.S. District Court for the District of Kansas, alleging that Sprint Communications and three of its former officers violated Section 10(b) of the Exchange Act and Rule 10b-5 by failing adequately to disclose certain alleged operational difficulties subsequent to the Sprint-Nextel merger, and by purportedly issuing false and misleading statements regarding the write-down of goodwill. The plaintiff sought class action status for purchasers of Sprint Communications common stock from October 26, 2006 to February 27, 2008. On January 6, 2011, the Court denied the motion to dismiss. Subsequently, our motion to certify the January 6, 2011 order for an interlocutory appeal was denied. On March 27, 2014, the court certified a class including bondholders as well as stockholders. On April 11, 2014, we filed a petition to appeal that certification order to the Tenth Circuit Court of Appeals. The petition was denied on May 23, 2014. After mediation, the parties reached an agreement to settle the matter, and the settlement amount was substantially paid by the Company's insurers. The district court granted final approval of the settlement in August 2015, and the case is now completed.

In addition, five related stockholder derivative suits were filed against Sprint Communications and certain of its present and/or former officers and directors. The first, Murphy v. Forsee, was filed in state court in Kansas on April 8, 2009, was removed to federal court, and was stayed by the court pending resolution of the motion to dismiss the Bennett case; the second, Randolph v. Forsee, was filed on July 15, 2010 in state court in Kansas, was removed to federal court, and was remanded back to state court; the third, Ross-Williams v. Bennett, et al., was filed in state court in Kansas on February 1, 2011; the fourth, Price v. Forsee, et al., was filed in state court in Kansas on April 15, 2011; and the fifth, Hartleib v. Forsee, et. al., was filed in federal court in Kansas on July 14, 2011. These cases were essentially stayed while the Bennett case was pending, and the stay has been extended to allow the parties the opportunity to pursue settlement. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

On April 19, 2012, the New York Attorney General filed a complaint alleging that Sprint Communications has fraudulently failed to collect and pay more than $100 million in New York sales taxes on receipts from its sale of wireless telephone services since July 2005. The complaint also seeks recovery of triple damages under the False Claims Act as well as penalties and interest. Sprint Communications moved to dismiss the complaint on June 14, 2012. On July 1, 2013, the court entered an order denying the motion to dismiss in large part, although it did dismiss certain counts or parts of certain counts. Sprint Communications appealed that order and the intermediate appellate court affirmed the order of the trial court. On October 20, 2015, the Court of Appeals of New York affirmed the decision of the appellate court that the tax statute requires us to collect and remit the disputed taxes. We have accrued $180 million during the nine-month period ended

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015 associated with this matter. We will continue to defend this matter vigorously and we do not expect the resolution to have a material effect on our financial position or results of operations.

Eight related stockholder derivative suits have been filed against Sprint Communications and certain of its current and former officers and directors. Each suit alleges generally that the individual defendants breached their fiduciary duties to Sprint Communications and its stockholders by allegedly permitting, and failing to disclose, the actions alleged in the suit filed by the New York Attorney General. One suit, filed by the Louisiana Municipal Police Employees Retirement System, was dismissed by a federal court. Two suits were filed in state court in Johnson County, Kansas and one of those suits was dismissed as premature; and five suits are pending in federal court in Kansas. The remaining Kansas suits were stayed pending resolution of Sprint's motion to dismiss the Attorney General's suit and the appeals. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

Sprint Communications, Inc. is also a defendant in a complaint filed by stockholders of Clearwire Corporation asserting claims for breach of fiduciary duty by Sprint Communications, and related claims and otherwise challenging the Clearwire Acquisition. ACP Master, LTD, et al. v. Sprint Nextel Corp., et al., was filed April 26, 2013, in Chancery Court in Delaware. Our motion to dismiss the suit was denied, and discovery is substantially complete. Plaintiffs in the ACP Master, LTD suit have also filed suit requesting an appraisal of the fair value of their Clearwire stock. Discovery in that case was consolidated with the breach of fiduciary duty case and is substantially complete. Sprint Communications intends to defend the ACP Master, LTD cases vigorously. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

Sprint is currently involved in numerous court actions alleging that Sprint is infringing various patents. Most of these cases effectively seek only monetary damages. A small number of these cases are brought by companies that sell products and seek injunctive relief as well. These cases have progressed to various degrees and a small number may go to trial if they are not otherwise resolved. Adverse resolution of these cases could require us to pay significant damages, cease certain activities, or cease selling the relevant products and services. In many circumstances, we would be indemnified for monetary losses that we incur with respect to the actions of our suppliers or service providers. We do not expect the resolution of these cases to have a material adverse effect on our financial position or results of operations.

In October 2013, the FCC Enforcement Bureau began to issue notices of apparent liability (NALs) to other Lifeline providers, imposing fines for intracarrier duplicate accounts identified by the government during its audit function. Those audits also identified a small percentage of potentially duplicative intracarrier accounts related to our Assurance Wireless business. No NAL has yet been issued with respect to Sprint and we do not know if one will be issued. Further, we are not able to reasonably estimate the amount of any claim for penalties that might be asserted. However, based on the information currently available, if a claim is asserted by the FCC, Sprint does not believe that any amount ultimately paid would be material to the Company’s results of operations or financial position. 

Various other suits, inquiries, proceedings and claims, either asserted or unasserted, including purported class actions typical for a large business enterprise and intellectual property matters, are possible or pending against us or our subsidiaries. If our interpretation of certain laws or regulations, including those related to various federal or state matters such as sales, use or property taxes, or other charges were found to be mistaken, it could result in payments by us. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position or results of operations.

Spectrum Reconfiguration Obligations

In 2004, the FCC adopted a Report and Order that included new rules regarding interference in the 800 MHz band and a comprehensive plan to reconfigure the 800 MHz band. The Report and Order provides for the exchange of a portion of our 800 MHz FCC spectrum licenses, and requires us to fund the cost incurred by public safety systems and other incumbent licensees to reconfigure the 800 MHz spectrum band. Also, in exchange, we received licenses for 10 MHz of nationwide spectrum in the 1.9 GHz band.

The minimum cash obligation is $2.8 billion under the Report and Order. We are, however, obligated to pay the full amount of the costs relating to the reconfiguration plan, even if those costs exceed $2.8 billion. As required under the terms of the Report and Order, a letter of credit has been secured to provide assurance that funds will be available to pay the

20

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

relocation costs of the incumbent users of the 800 MHz spectrum. The letter of credit was initially $2.5 billion, but has been reduced during the course of the proceeding to $256 million as of December 31, 2015. Since the inception of the program, we have incurred payments of approximately $3.5 billion directly attributable to our performance under the Report and Order, including approximately $26 million and $62 million during the three and nine-month periods endedDecember 31, 2015, respectively. When incurred, substantially all costs are accounted for as additions to FCC licenses with the remainder as property, plant and equipment. Although costs incurred through December 31, 2015 have exceeded $2.8 billion, not all of those costs have been reviewed and accepted as eligible by the transition administrator. During the three-month period ended June 30, 2014, we received a cash payment of approximately $95 million, which represented a reimbursement of prior reconfiguration costs incurred by us that also benefited spectrum recently auctioned by the FCC. We do not expect any further reimbursements.

Completion of the 800 MHz band reconfiguration was initially required by June 26, 2008 and public safety reconfiguration is nearly complete across the country with the exception of the States of Washington, Arizona, California, Texas and New Mexico. The FCC continues to grant the remaining 800 MHz public safety licensees additional time to complete their band reconfigurations which, in turn, delays our access to our 800 MHz replacement channels in these areas. In the areas where band reconfiguration is complete, Sprint has received its replacement spectrum in the 800 MHz band and Sprint is deploying 3G CDMA and 4G LTE on this spectrum in combination with its spectrum in the 1.9 GHz and 2.5 GHz bands.

Note 13. Per Share Data

Basic net loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share adjusts basic net loss per common share, computed using the treasury stock method, for the effects of potentially dilutive common shares, if the effect is not antidilutive. Outstanding options and restricted stock units (exclusive of participating securities) that had no effect on our computation of dilutive weighted average number of shares outstanding as their effect would have been antidilutive were approximately 83 million shares and 78 million shares as of the periods ended December 31, 2015 and 2014, respectively, in addition to all 55 million shares issuable under the warrant held by SoftBank. The warrant was issued to SoftBank at the close of the merger with SoftBank and is exercisable at $5.25 per share at the option of SoftBank, in whole or in part, at any time on or prior to July 10, 2018.

Note 14. Segments

Sprint operates two reportable segments: Wireless and Wireline.

• Wireless primarily includes retail, wholesale, and affiliate revenue from a wide array of wireless voice and data transmission services and equipment revenue from the sale of wireless devices (handsets and tablets) and accessories in the U.S., Puerto Rico and the U.S. Virgin Islands.

• Wireline primarily includes revenue from domestic and international wireline voice and data communication services provided to other communications companies and targeted business subscribers, in addition to our Wireless segment.

We define segment earnings as wireless or wireline operating (loss) income before other segment expenses such as depreciation, amortization, severance, exit costs, goodwill impairments, asset impairments, and other items, if any, solely and directly attributable to the segment representing items of a non-recurring or unusual nature. Expense and income items excluded from segment earnings are managed at the corporate level. Transactions between segments are generally accounted for based on market rates, which we believe approximate fair value. The Company generally re-establishes these rates at the beginning of each fiscal year. Over the past several years, there has been an industry-wide trend of lower rates due to increased competition from other wireline and wireless communications companies as well as cable and Internet service providers.

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SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Segment financial information is as follows:

Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended December 31, 2015
Net operating revenues	$	7,670		$	434		$	3		$	8,107
Inter-segment revenues(1)	—			147			(147		)	—
Total segment operating expenses	(5,804		)	(548		)	143			(6,209		)
Segment earnings	$	1,866		$	33		$	(1	)	1,898
Less:
Depreciation										(1,549		)
Amortization										(316		)
Other, net(2)										(230		)
Operating loss										(197		)
Interest expense										(546		)
Other income, net										4
Loss before income taxes										$	(739	)
Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended December 31, 2014
Net operating revenues	$	8,433		$	536		$	4		$	8,973
Inter-segment revenues(1)	—			156			(156		)	—
Total segment operating expenses	(7,399		)	(681		)	151			(7,929		)
Segment earnings	$	1,034		$	11		$	(1	)	1,044
Less:
Depreciation										(940		)
Amortization										(380		)
Impairments(3)										(2,133		)
Other, net(2)										(131		)
Operating loss										(2,540		)
Interest expense										(506		)
Other income, net										10
Loss before income taxes										$	(3,036	)

22

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Nine Months Ended December 31, 2015
Net operating revenues	$	22,726		$	1,372		$	11		$	24,109
Inter-segment revenues(1)	—			448			(448		)	—
Total segment operating expenses	(16,807		)	(1,749		)	435			(18,121		)
Segment earnings	$	5,919		$	71		$	(2	)	5,988
Less:
Depreciation										(4,202		)
Amortization										(994		)
Other, net(2)										(490		)
Operating income										302
Interest expense										(1,630		)
Other income, net										13
Loss before income taxes										$	(1,315	)
Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Nine Months Ended December 31, 2014
Net operating revenues	$	24,555		$	1,684		$	11		$	26,250
Inter-segment revenues(1)	—			462			(462		)	—
Total segment operating expenses	(20,358		)	(2,073		)	438			(21,993		)
Segment earnings	$	4,197		$	73		$	(13	)	4,257
Less:
Depreciation										(2,706		)
Amortization										(1,189		)
Impairments(3)										(2,133		)
Other, net(2)										(442		)
Operating loss										(2,213		)
Interest expense										(1,528		)
Other income, net										19
Loss before income taxes										$	(3,722	)
Other Information	Wireless			Wireline			Corporate and Other			Consolidated
	(in millions)
Capital expenditures for the nine months ended December 31, 2015	$	5,236		$	205		$	241		$	5,682
Capital expenditures for the nine months ended December 31, 2014	$	3,485		$	205		$	267		$	3,957

 _________________

(1) Inter-segment revenues consist primarily of wireline services provided to the Wireless segment for resale to, or use by, wireless subscribers.

(2) Other, net for the three and nine-month periods endedDecember 31, 2015 consists of $209 million and $247 million, respectively, of severance and exit costs and $21 million and $178 million, respectively, of accruals for ongoing legal matters. In addition, the nine-month period ended December 31, 2015 includes an $85 million loss on disposal of property, plant and equipment related to cell site construction costs that are no longer recoverable as a result of changes in the Company's network plans and a $20 million release of liability reserves associated with the May 2013 U.S. Cellular asset acquisition. Other, net for the three and nine-month periods endedDecember 31, 2014 consists of $22 million and $333 million, respectively, of severance and exit costs. In addition, both the three and nine-month periods ended December 31, 2014 included $91 million for legal reserves related to various pending legal suits and proceedings and $59 million for a partial pension settlement, partially offset by a $41 million release of liability reserves associated with the May 2013 U.S. Cellular asset acquisition.

(3) Impairments for the three and nine-month periods endedDecember 31, 2014 consist of a $1.9 billion Sprint trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

23

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Three Months Ended December 31, 2015
Wireless services	$	6,058	$	—	$	—		$	6,058
Wireless equipment	1,424		—		—			1,424
Voice	—		201		(82		)	119
Data	—		42		(17		)	25
Internet	—		317		(48		)	269
Other	188		21		3			212
Total net operating revenues	$	7,670	$	581	$	(144	)	$	8,107
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Three Months Ended December 31, 2014
Wireless services	$	6,523	$	—	$	—		$	6,523
Wireless equipment	1,701		—		—			1,701
Voice	—		289		(94		)	195
Data	—		52		(22		)	30
Internet	—		333		(42		)	291
Other	209		18		6			233
Total net operating revenues	$	8,433	$	692	$	(152	)	$	8,973
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Nine Months Ended December 31, 2015
Wireless services	$	18,631	$	—	$	—		$	18,631
Wireless equipment	3,509		—		—			3,509
Voice	—		646		(249		)	397
Data	—		134		(55		)	79
Internet	—		968		(140		)	828
Other	586		72		7			665
Total net operating revenues	$	22,726	$	1,820	$	(437	)	$	24,109
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Nine Months Ended December 31, 2014
Wireless services	$	20,124	$	—	$	—		$	20,124
Wireless equipment	3,846		—		—			3,846
Voice	—		910		(271		)	639
Data	—		161		(68		)	93
Internet	—		1,018		(121		)	897
Other	585		57		9			651
Total net operating revenues	$	24,555	$	2,146	$	(451	)	$	26,250

_______________

(1) Revenues eliminated in consolidation consist primarily of wireline services provided to the Wireless segment for resale to or use by wireless subscribers.

24

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Related-Party Transactions

Sprint has entered into various arrangements with SoftBank or its controlled affiliates (SoftBank Parties) or with third parties to which SoftBank Parties are also parties, including for international wireless roaming, wireless and wireline call termination, real estate, logistical management, and other services.

Brightstar

We have arrangements with Brightstar, whereby Brightstar provides supply chain and inventory management services to us in our indirect channels and whereby Sprint may sell new and used devices and new accessories to Brightstar for its own purposes. The supply chain and inventory management arrangement contemplates that Brightstar will purchase inventory from the original equipment manufacturers (OEMs) to sell directly to our indirect dealers. As compensation for these services, we remit per unit fees to Brightstar for each device sold to dealers or retailers in our indirect channels. During the three and nine-month periods endedDecember 31, 2015, we incurred fees under these arrangements totaling $29 million and $82 million, respectively. For those OEMs for which Brightstar has not successfully negotiated contracts or does not have sufficient credit under existing contracts, Brightstar will purchase device and accessory inventory from us in order to fulfill orders within our indirect channel. We have provided a $1.0 billion credit line to Brightstar to facilitate certain of these arrangements. As a result, we shifted our concentration of credit risk away from our indirect channel partners to Brightstar. As Brightstar is a wholly-owned subsidiary of SoftBank, we expect SoftBank will provide the necessary support to ensure that Brightstar will fulfill its obligations to us under these agreements. However, we have no assurance that SoftBank will provide such support. We may also purchase new and used devices and accessories from Brightstar to be sold in our direct channels or used to fulfill service and repair needs.

Amounts included in our consolidated financial statements associated with these arrangements with Brightstar were as follows:

Consolidated balance sheets:	December 31, 2015		March 31, 2015
	(in millions)
Accounts receivable	$	239	$	430
Accounts payable	$	46	$	96

Consolidated statements of comprehensive loss:	Three Months Ended December 31,				Nine Months Ended December 31,
	2015		2014		2015		2014
	(in millions)
Equipment revenues	$	598	$	1,030	$	1,375	$	1,149
Cost of products	$	601	$	1,071	$	1,362	$	1,165

Handset Sale-Leaseback

In November, 2015, Sprint entered into a Handset Sale-Leaseback transaction to sell and lease-back certain leased devices with MLS, a company formed by a group of equity investors, including SoftBank. Simultaneously with the sale of the devices and transfer of certain specified customer lease end rights and obligations to MLS, MLS leased back to us each device in exchange for monthly rental payments to be made to MLS. All devices must be returned to MLS. In the event that MLS is able to sell the returned devices at a price greater than the expected device residual value, Sprint has the potential to share some of the excess proceeds. Sprint will act as servicer for MLS, to the extent needed, after the end of the device leaseback period. Brightstar will provide reverse logistics and remarketing services to MLS with respect to the devices (See Note 3. Funding Sources).

All other transactions under agreements with SoftBank Parties, in the aggregate, were immaterial through the period ended December 31, 2015.

25

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 16. Guarantor Financial Information

On September 11, 2013, Sprint Corporation issued $2.25 billion aggregate principal amount of 7.250% notes due 2021 and $4.25 billion aggregate principal amount of 7.875% notes due 2023 in a private placement transaction with registration rights. On December 12, 2013, Sprint Corporation issued $2.5 billion aggregate principal amount of 7.125% notes due 2024 in a private placement transaction with registration rights. Each of these issuances is fully and unconditionally guaranteed by Sprint Communications, Inc. (Subsidiary Guarantor), which is a 100 percent owned subsidiary of Sprint Corporation (Parent/Issuer). In connection with the foregoing, the registration rights agreements with respect to the notes required the Company and Sprint Communications, Inc. to use their reasonable best efforts to cause an offer to exchange the notes for a new issue of substantially identical exchange notes registered under the Securities Act of 1933. Accordingly, in November 2014, we completed an exchange offer for these notes in compliance with our registration obligations. We did not receive any proceeds from this exchange offer. In addition, on February 24, 2015, Sprint Corporation issued $1.5 billion aggregate principal amount of 7.625% notes due 2025 in a registered transaction, which are fully and unconditionally guaranteed by Sprint Communications, Inc.

Under the Subsidiary Guarantor's revolving bank credit facility and certain other agreements, the Subsidiary Guarantor is currently restricted from paying cash dividends to the Parent/Issuer or any Non-Guarantor Subsidiary because the ratio of total indebtedness to adjusted EBITDA (each as defined in the applicable agreement) exceeds 2.5 to 1.0.

Sprint has a Receivables Facility providing for the sale of eligible wireless service, installment and certain future lease receivables. In November 2015, Sprint also entered a Handset Sale-Leaseback transaction to sell and lease-back certain leased devices. In connection with the Receivables Facility and the Handset Sale-Leaseback, Sprint formed certain wholly-owned consolidated bankruptcy-remote SPEs and SPE Lessees that are included in the Non-Guarantor Subsidiaries condensed consolidated financial information. Each SPE and SPE Lessee is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the SPE or SPE Lessee, to be satisfied out of the SPE or SPE Lessee’s assets prior to any assets in the SPE and SPE Lessee becoming available to Sprint (see Note 3. Funding Sources).

We have accounted for investments in subsidiaries using the equity method. Presented below is the condensed consolidating financial information.

26

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2015
	Parent/Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	1,670	$	505	$	—		$	2,175
Short-term investments	—		26		15		—			41
Accounts and notes receivable, net	196		6		1,033		(202		)	1,033
Device and accessory inventory	—		—		995		—			995
Prepaid expenses and other current assets	—		17		2,300		—			2,317
Total current assets	196		1,719		4,848		(202		)	6,561
Investments in subsidiaries	20,333		22,524		—		(42,857		)	—
Property, plant and equipment, net	—		—		20,645		—			20,645
Due from consolidated affiliate	50		20,920		—		(20,970		)	—
Note receivable from consolidated affiliate	10,500		563		—		(11,063		)	—
Intangible assets
Goodwill	—		—		6,575		—			6,575
FCC licenses and other	—		—		40,052		—			40,052
Definite-lived intangible assets, net	—		—		4,807		—			4,807
Other assets	127		1,254		676		(1,146		)	911
Total assets	$	31,206	$	46,980	$	77,603	$	(76,238	)	$	79,551
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	3,078	$	—		$	3,078
Accrued expenses and other current liabilities	246		571		3,859		(202		)	4,474
Deferred tax liabilities	—		—		186		—			186
Current portion of long-term debt, financing and capital lease obligations	—		2,034		1,290		—			3,324
Total current liabilities	246		2,605		8,413		(202		)	11,062
Long-term debt, financing and capital lease obligations	10,500		12,594		8,354		(1,019		)	30,429
Deferred tax liabilities	—		—		13,773		—			13,773
Note payable due to consolidated affiliate	—		10,500		563		(11,063		)	—
Other liabilities	—		948		3,006		—			3,954
Due to consolidated affiliate	127		—		20,970		(21,097		)	—
Total liabilities	10,873		26,647		55,079		(33,381		)	59,218
Commitments and contingencies
Total stockholders' equity	20,333		20,333		22,524		(42,857		)	20,333
Total liabilities and stockholders' equity	$	31,206	$	46,980	$	77,603	$	(76,238	)	$	79,551

27

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2015
	Parent/Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	3,492	$	518	$	—		$	4,010
Short-term investments	—		146		20		—			166
Accounts and notes receivable, net	84		157		2,160		(111		)	2,290
Device and accessory inventory	—		—		1,359		—			1,359
Deferred tax assets	—		—		62		—			62
Prepaid expenses and other current assets	—		13		1,877		—			1,890
Total current assets	84		3,808		5,996		(111		)	9,777
Investments in subsidiaries	21,712		22,413		—		(44,125		)	—
Property, plant and equipment, net	—		—		19,721		—			19,721
Due from consolidated affiliate	68		20,934		—		(21,002		)	—
Note receivable from consolidated affiliate	10,500		458		—		(10,958		)	—
Intangible assets
Goodwill	—		—		6,575		—			6,575
FCC licenses and other	—		—		39,987		—			39,987
Definite-lived intangible assets, net	—		—		5,893		—			5,893
Other assets	139		1,260		836		(1,158		)	1,077
Total assets	$	32,503	$	48,873	$	79,008	$	(77,354	)	$	83,030
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	4,347	$	—		$	4,347
Accrued expenses and other current liabilities	154		625		4,625		(111		)	5,293
Current portion of long-term debt, financing and capital lease obligations	—		500		800		—			1,300
Total current liabilities	154		1,125		9,772		(111		)	10,940
Long-term debt, financing and capital lease obligations	10,500		14,576		8,474		(1,019		)	32,531
Deferred tax liabilities	—		—		13,898		—			13,898
Note payable due to consolidated affiliate	—		10,500		458		(10,958		)	—
Other liabilities	—		960		2,991		—			3,951
Due to consolidated affiliate	139		—		21,002		(21,141		)	—
Total liabilities	10,793		27,161		56,595		(33,229		)	61,320
Commitments and contingencies
Total stockholders' equity	21,710		21,712		22,413		(44,125		)	21,710
Total liabilities and stockholders' equity	$	32,503	$	48,873	$	79,008	$	(77,354	)	$	83,030

28

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Three Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	8,107		$	—		$	8,107
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			2,348			—			2,348
Cost of products (exclusive of depreciation and amortization included below)	—			—			1,589			—			1,589
Selling, general and administrative	—			—			2,129			—			2,129
Severance and exit costs	—			—			209			—			209
Depreciation	—			—			1,549			—			1,549
Amortization	—			—			316			—			316
Other, net	—			—			164			—			164
	—			—			8,304			—			8,304
Operating loss	—			—			(197		)	—			(197		)
Other income (expense):
Interest income	198			39			2			(236		)	3
Interest expense	(198		)	(406		)	(178		)	236			(546		)
(Losses) earnings of subsidiaries	(838		)	(471		)	—			1,309			—
Other income, net	—			—			1			—			1
	(838		)	(838		)	(175		)	1,309			(542		)
(Loss) income before income taxes	(838		)	(838		)	(372		)	1,309			(739		)
Income tax benefit (expense)	2			—			(99		)	—			(97		)
Net (loss) income	(836		)	(838		)	(471		)	1,309			(836		)
Other comprehensive (loss) income	(7		)	(7		)	(4		)	11			(7		)
Comprehensive (loss) income	$	(843	)	$	(845	)	$	(475	)	$	1,320		$	(843	)

29

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Three Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	8,973		$	—		$	8,973
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			2,330			—			2,330
Cost of products (exclusive of depreciation and amortization included below)	—			—			2,952			—			2,952
Selling, general and administrative	—			—			2,647			—			2,647
Impairments	—			—			2,133			—			2,133
Severance and exit costs	—			—			22			—			22
Depreciation	—			—			940			—			940
Amortization	—			—			380			—			380
Other, net	—			1			108			—			109
	—			1			11,512			—			11,513
Operating loss	—			(1		)	(2,539		)	—			(2,540		)
Other income (expense):
Interest income	169			22			1			(189		)	3
Interest expense	(169		)	(360		)	(166		)	189			(506		)
(Losses) earnings of subsidiaries	(2,379		)	(2,041		)	—			4,420			—
Other income, net	—			1			6			—			7
	(2,379		)	(2,378		)	(159		)	4,420			(496		)
(Loss) income before income taxes	(2,379		)	(2,379		)	(2,698		)	4,420			(3,036		)
Income tax benefit	—			—			657			—			657
Net (loss) income	(2,379		)	(2,379		)	(2,041		)	4,420			(2,379		)
Other comprehensive (loss) income	(220		)	(220		)	(208		)	428			(220		)
Comprehensive (loss) income	$	(2,599	)	$	(2,599	)	$	(2,249	)	$	4,848		$	(2,599	)

30

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Nine Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	24,109		$	—		$	24,109
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			7,194			—			7,194
Cost of products (exclusive of depreciation and amortization included below)	—			—			4,244			—			4,244
Selling, general and administrative	—			—			6,540			—			6,540
Severance and exit costs	—			—			247			—			247
Depreciation	—			—			4,202			—			4,202
Amortization	—			—			994			—			994
Other, net	—			—			386			—			386
	—			—			23,807			—			23,807
Operating income	—			—			302			—			302
Other income (expense):
Interest income	593			118			3			(707		)	7
Interest expense	(593		)	(1,220		)	(524		)	707			(1,630		)
(Losses) earnings of subsidiaries	(1,443		)	(341		)	—			1,784			—
Other income, net	—			—			6			—			6
	(1,443		)	(1,443		)	(515		)	1,784			(1,617		)
(Loss) income before income taxes	(1,443		)	(1,443		)	(213		)	1,784			(1,315		)
Income tax benefit (expense)	2			—			(128		)	—			(126		)
Net (loss) income	(1,441		)	(1,443		)	(341		)	1,784			(1,441		)
Other comprehensive (loss) income	(11		)	(11		)	(6		)	17			(11		)
Comprehensive (loss) income	$	(1,452	)	$	(1,454	)	$	(347	)	$	1,801		$	(1,452	)

31

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Nine Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	26,250		$	—		$	26,250
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			7,279			—			7,279
Cost of products (exclusive of depreciation and amortization included below)	—			—			7,482			—			7,482
Selling, general and administrative	—			—			7,232			—			7,232
Severance and exit costs	—			—			333			—			333
Impairments	—			—			2,133			—			2,133
Depreciation	—			—			2,706			—			2,706
Amortization	—			—			1,189			—			1,189
Other, net	—			1			108			—			109
	—			1			28,462			—			28,463
Operating loss	—			(1		)	(2,212		)	—			(2,213		)
Other income (expense):
Interest income	507			68			2			(567		)	10
Interest expense	(507		)	(1,092		)	(496		)	567			(1,528		)
(Losses) earnings of subsidiaries	(3,121		)	(2,097		)	—			5,218			—
Other income, net	—			1			8			—			9
	(3,121		)	(3,120		)	(486		)	5,218			(1,509		)
(Loss) income before income taxes	(3,121		)	(3,121		)	(2,698		)	5,218			(3,722		)
Income tax benefit	—			—			601			—			601
Net (loss) income	(3,121		)	(3,121		)	(2,097		)	5,218			(3,121		)
Other comprehensive (loss) income	(227		)	(227		)	(209		)	436			(227		)
Comprehensive (loss) income	$	(3,348	)	$	(3,348	)	$	(2,306	)	$	5,654		$	(3,348	)

32

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	—		$	(1,029	)	$	3,800		$	(168	)	$	2,603
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(3,958		)	—			(3,958		)
Capital expenditures - leased devices	—			—			(1,724		)	—			(1,724		)
Expenditures relating to FCC licenses	—			—			(75		)	—			(75		)
Proceeds from sales and maturities of short-term investments	—			317			60			—			377
Purchases of short-term investments	—			(197		)	(55		)	—			(252		)
Change in amounts due from/due to consolidated affiliates	1			(568		)	—			567			—
Proceeds from sales of assets and FCC licenses	—			—			36			—			36
Proceeds from sale-leaseback transaction	—			—			1,136			—			1,136
Intercompany note advance to consolidated affiliate	—			(159		)	—			159			—
Proceeds from intercompany note advance to consolidated affiliate	—			54			—			(54		)	—
Other, net	—			—			(25		)	—			(25		)
Net cash provided by (used in) investing activities	1			(553		)	(4,605		)	672			(4,485		)
Cash flows from financing activities:
Proceeds from debt and financings	—			250			505			—			755
Repayments of debt, financing and capital lease obligations	—			(500		)	(227		)	—			(727		)
Debt financing costs	(1		)	—			—			—			(1		)
Proceeds from issuance of common stock, net	—			10			—			—			10
Intercompany dividends paid to parent	—			—			(168		)	168			—
Change in amounts due from/due to consolidated affiliates	—			—			567			(567		)	—
Intercompany note advance from parent	—			—			159			(159		)	—
Repayments of intercompany note advance from parent	—			—			(54		)	54			—
Other, net	—			—			10			—			10
Net cash (used in) provided by financing activities	(1		)	(240		)	792			(504		)	47
Net decrease in cash and cash equivalents	—			(1,822		)	(13		)	—			(1,835		)
Cash and cash equivalents, beginning of period	—			3,492			518			—			4,010
Cash and cash equivalents, end of period	$	—		$	1,670		$	505		$	—		$	2,175

33

SPRINT CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	—		$	(735	)	$	2,409		$	(200	)	$	1,474
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(3,814		)	—			(3,814		)
Capital expenditures - leased devices	—			—			(143		)	—			(143		)
Expenditures relating to FCC licenses	—			—			(121		)	—			(121		)
Reimbursements relating to FCC licenses	—			—			95			—			95
Proceeds from sales and maturities of short-term investments	—			2,878			35			—			2,913
Purchases of short-term investments	—			(1,857		)	(90		)	—			(1,947		)
Change in amounts due from/due to consolidated affiliates	—			(1,933		)	—			1,933			—
Proceeds from sales of assets and FCC licenses	—			—			114			—			114
Other, net	—			—			(9		)	—			(9		)
Net cash (used in) provided by investing activities	—			(912		)	(3,933		)	1,933			(2,912		)
Cash flows from financing activities:
Proceeds from debt and financings	—			300			—			—			300
Repayments of debt, financing and capital lease obligations	—			—			(390		)	—			(390		)
Debt financing costs	(1		)	(5		)	(31		)	—			(37		)
Proceeds from issuance of common stock, net	—			50			—			—			50
Intercompany dividends paid to parent	—			—			(200		)	200			—
Change in amounts due from/due to consolidated affiliates	1			—			1,932			(1,933		)	—
Net cash provided by (used in) financing activities	—			345			1,311			(1,733		)	(77		)
Net decrease in cash and cash equivalents	—			(1,302		)	(213		)	—			(1,515		)
Cash and cash equivalents, beginning of period	—			4,125			845			—			4,970
Cash and cash equivalents, end of period	$	—		$	2,823		$	632		$	—		$	3,455

34

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Sprint Corporation, including its consolidated subsidiaries, is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers, and resellers. 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. 

Description of the Company

We are one of the largest wireless communications companies in the U.S., as well as a provider of wireline services. Our services are provided through our ownership of extensive wireless networks, an all-digital global wireline network and a Tier 1 Internet backbone.

We offer wireless and wireline voice and data transmission services to subscribers in all 50 states, Puerto Rico, and the U.S. Virgin Islands under the Sprint corporate brand, which includes our retail brands of Sprint^®, Boost Mobile^®, Virgin Mobile^®, and Assurance Wireless^® on our wireless networks utilizing various technologies including third generation (3G) code division multiple access (CDMA), fourth generation (4G) services utilizing Long Term Evolution (LTE) and Worldwide Interoperability for Microwave Access (WiMAX) technologies (which we expect to be shutdown by the end of fiscal year 2015). We utilize these networks to offer our wireless and wireline subscribers differentiated products and services whether through the use of a single network or a combination of these networks. We offer wireless services on a postpaid and prepaid payment basis to retail subscribers and also on a wholesale basis, which includes the sale of wireless services that utilize the Sprint network but are sold under the wholesaler's brand.

Wireless

Postpaid

In our postpaid portfolio, we offer several price plans for both consumer and business subscribers. Many of our price plans include unlimited talk, text and data or allow subscribers to purchase monthly data allowances. We also offer family plans that include multiple lines of service under one account. We offer these plans with subsidy, installment billing or leasing programs. The subsidy program primarily requires a two-year service contract and allows for a subscriber to either bring their handset or purchase one at a discount for a new line of service. Our installment billing program does not require a two-year service contract and offers service plans at lower monthly rates compared to subsidy plans, but requires the subscriber to pay full or near full price for the handset over monthly installments. Our leasing program also does not require a two-year service contract, provides for service plans at lower monthly rates compared to subsidy plans and allows qualified subscribers to lease a device and make payments for use of the device over the term of the lease. At the end of the lease term, the subscriber can either turn in the device, continue leasing the device or purchase the device.

Prepaid

Our prepaid portfolio currently includes multiple brands, each designed to appeal to specific subscriber uses and demographics. Sprint Prepaid primarily serves subscribers who want plans that are affordable, simple and flexible without a long-term commitment. Boost Mobile primarily serves subscribers with plans that offer unlimited text and talk with step pricing based on a subscriber's preferred data usage. Virgin Mobile primarily serves subscribers through plans that offer control, flexibility and connectivity through various plan options. Virgin Mobile is also designated as a Lifeline-only Eligible Telecommunications Carrier in certain states and provides service for the Lifeline program under our Assurance Wireless brand. Assurance Wireless provides eligible subscribers, in certain states, who meet income requirements or are receiving government assistance, with a free wireless phone, 250 free local and long-distance voice minutes each month and unlimited free texts under the Lifeline Program. The Lifeline Program requires applicants to meet certain eligibility requirements and existing subscribers must recertify as to those requirements annually.

Wholesale

We have focused our wholesale business on enabling our diverse network of customers to successfully grow their business by providing them with an array of network, product, and device solutions. This allows our customers to customize this full suite of value-added solutions to meet the growing demands of their businesses. As part of these growing demands, some of our wholesale mobile virtual network operators (MVNO) are also selling prepaid services under the Lifeline program.

We continue to support the open development of applications, content, and devices on the Sprint platform. In addition, we enable a variety of business and consumer third-party relationships through our portfolio of machine-to-machine

35

solutions, which we offer on a retail postpaid and wholesale basis. Our machine-to-machine solutions portfolio provides a secure, real-time and reliable wireless two-way data connection across a broad range of connected devices.

Wireline

We provide wireline services to other communications companies and targeted business subscribers. In addition, our Wireline segment provides services to our Wireless segment.

Business Strategies and Key Priorities

Our business strategy is to be responsive to changing customer mobility demands of existing and potential customers, and to expand our business into new areas of customer value and economic opportunity through innovation and differentiation. To help lay the foundation for these future growth opportunities, our strategy revolves around targeted investment, in the following key priority areas:

• Provide a network that delivers the consistent reliability, capacity and speed that customers demand;

• Achieve a more competitive cost position in the industry through simplification;

• Increase subscriber acquisition and retention and reduce churn;

• Create an alternative financial structure to fuel growth and maximize shareholder value;

• Attract and retain the best talent in the industry; and

• Deliver a simplified and improved customer experience.    

To achieve these key priorities, we are focusing on the following initiatives. To provide a network that delivers the consistent reliability, capacity and speed that customers demand, we expect to continue to optimize our 3G data network and invest in LTE deployment across all of our spectrum bands. We also expect to deploy new technologies that will help strengthen our competitive position, including the expected use of Voice over LTE, more extensive use of Wi-Fi and the use of small cells to further densify our network. To achieve a more competitive cost position, we have established an Office of Cost Management with responsibility for identifying, operationalizing, and monitoring sustained improvements in operating costs and efficiencies. Also, we have deployed new cost management and planning tools across the entire organization to more effectively monitor expenditures. We are focused on attracting and retaining subscribers by improving our sales and marketing initiatives. We have expanded our direct retail store presence through our relationship with RadioShack, as well as our new Direct 2 You service that brings the Sprint store experience to our customers. We have demonstrated our value proposition through our new price plans, promotions, and payment programs and have deployed new local marketing and civic engagement initiatives in key markets. Our alternative financial structure consists of transactions that leverage our assets such as the handset sale-leaseback we entered into in December 2015, described in more detail in "Liquidity and Capital Resources." In addition, we are identifying other funding sources such as the potential monetization of certain spectrum and network equipment. We seek to build a stronger management team through striking a balance of bringing in new outside talent with world class experience and credentials and more fully leveraging the experience within our existing leadership team. We recently began operating in a regional model that will put key leadership closer to customers and allow us to better serve them in four geographic areas which are comprised of seventeen regions. To deliver a simplified and improved customer experience, we are focusing on key subscriber touch points, pursuing process improvements and deploying platforms to simplify and enhance the interactions between us and our customers. In addition, we have established a Customer Experience Office to support our focus on net promoter score as our key measure in customer satisfaction. With the Office of Cost Management, we have commenced major cost cutting initiatives, which are expected to include headcount reductions, among other actions, to reduce operating expenses and improve our operating cash flows. In addition, we continually refine our network strategy and evaluate other potential network initiatives to improve the overall performance of our network. As a result of these ongoing activities, we may incur future material charges associated with lease and access exit costs, severance, asset impairments, and accelerated depreciation, among others.

Network

Our current network improvement efforts include optimizing the use of our 1.9 gigahertz (GHz), 800 megahertz (MHz) and 2.5 GHz spectrum and the deployment and optimization of 4G LTE on our 800 MHz and 2.5 GHz spectrum, as well as significantly densifying our network and deploying carrier aggregation.

We plan to densify our network by increasing the number of sites across all spectrum bands. We also continue to deploy carrier aggregation to create wider channels and produce more capacity and faster speeds across the country. Carrier aggregation allows us to utilize our 2.5 GHz spectrum position to carry increased data at faster speeds for those enabled

36

devices that we currently have available to our subscribers. We expect these efforts to produce more data capacity, faster speeds and improved coverage as our network improvement activities are implemented over the course of the next two years.

WiMAX technology was utilized by Clearwire at the time of its acquisition by us in July 2013. We plan to cease using WiMAX technology by the end of fiscal year 2015. To date, we have specifically identified exit costs, which are expected to range between approximately $100 million to $175 million, primarily related to ceasing use of WiMAX technology and access exit costs, of which the majority is expected to be incurred by March 31, 2016.

Shentel Transaction

On August 10, 2015 Shenandoah Telecommunications Company (Shentel) entered into a definitive agreement to acquire one of our wholesale partners, NTELOS Holdings Corp (nTelos). In connection with this definitive agreement, we have entered into a series of agreements with Shentel, subject to regulatory approval, to, among other things, acquire certain assets such as spectrum, terminate our existing wholesale arrangement with nTelos, and amend our existing affiliate agreement with Shentel to include, among other things, the subscribers formerly under the wholesale arrangement with nTelos. The agreements will also expand the area in which Shentel provides wireless service to Sprint customers and will provide for more favorable economic terms. The total consideration for this transaction is expected to include approximately $220 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. At this time, we expect approximately $110 million of the total purchase price to be recorded as a loss, which relates to the termination of our pre-existing wholesale arrangement with nTelos, upon the closing of the transaction, which is expected to occur in the first half of calendar year 2016.

RESULTS OF OPERATIONS

Consolidated Results of Operations

The following table provides an overview of the consolidated results of operations.

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
	(in millions)
Wireless segment earnings	$	1,866		$	1,034		$	5,919		$	4,197
Wireline segment earnings	33			11			71			73
Corporate, other and eliminations	(1		)	(1		)	(2		)	(13		)
Consolidated segment earnings	1,898			1,044			5,988			4,257
Depreciation	(1,549		)	(940		)	(4,202		)	(2,706		)
Amortization	(316		)	(380		)	(994		)	(1,189		)
Impairments	—			(2,133		)	—			(2,133		)
Other, net	(230		)	(131		)	(490		)	(442		)
Operating (loss) income	(197		)	(2,540		)	302			(2,213		)
Interest expense	(546		)	(506		)	(1,630		)	(1,528		)
Other income, net	4			10			13			19
Income tax (expense) benefit	(97		)	657			(126		)	601
Net loss	$	(836	)	$	(2,379	)	$	(1,441	)	$	(3,121	)

Depreciation Expense

Depreciation expense increased $609 million, or 65%, and $1.5 billion, or 55%, in the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014, primarily due to depreciation on leased devices of $535 million and $1.2 billion in the three and nine-month periods endedDecember 31, 2015, respectively, as a result of the device leasing program that was introduced in September 2014. Depreciation expense incurred on all leased devices for three and nine-month periods endedDecember 31, 2014 was $54 million and $56 million, respectively. Depreciation also increased due to network asset additions partially offset by a decrease due to assets being retired or fully depreciated.

37

Amortization Expense

Amortization expense decreased $64 million, or 17%, and $195 million, or 16%, in the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014, primarily due to customer relationship intangible assets that are amortized using the sum-of-the-months'-digits method, which results in higher amortization rates in early periods that will decline over time.

Impairments

During the three-month period ended December 31, 2014, we determined that recoverability of the carrying amount of the Sprint trade name should be evaluated for impairment due to changes in circumstances surrounding our Wireless reporting unit. As a result, we recorded an impairment loss of $1.9 billion, which is included in “Impairments” in our consolidated statements of comprehensive loss. During the three-month period ended December 31, 2014, we also tested the recoverability of the Wireline asset group, which consists primarily of property, plant and equipment, due to continued declines in our Wireline segment earnings and our current forecast that projects continued losses in future periods. As a result, we recorded an impairment loss of $233 million to reduce the carrying value of Wireline’s property, plant and equipment to its estimated fair value, which is included in “Impairments” in our consolidated statements of comprehensive loss.

Other, net

The following table provides additional information regarding items included in "Other, net" for the three and nine-month periods endedDecember 31, 2015and 2014.

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
	(in millions)
Severance and exit costs	$	(209	)	$	(22	)	$	(247	)	$	(333	)
Litigation	(21		)	(91		)	(178		)	(91		)
Loss on disposal of property, plant and equipment	—			—			(85		)	—
Partial pension settlement	—			(59		)	—			(59		)
Release of assumed liability - United States Cellular Corporation (U.S. Cellular) asset acquisition	—			41			20			41
Total	$	(230	)	$	(131	)	$	(490	)	$	(442	)

Other, net represented an expense of $230 million and $490 million in the three and nine-month periods endedDecember 31, 2015, respectively. During the three and nine-month periods endedDecember 31, 2015, we recognized accruals of $21 million and $178 million, respectively, for ongoing legal matters. In addition, we recognized severance and exit costs for the three and nine-month periods endedDecember 31, 2015, which included $176 million and $194 million, respectively, of severance primarily associated with reductions in our work force and $33 million and $53 million, respectively, of lease and access exit costs primarily associated with tower and cell site leases and backhaul access contracts for which we will no longer be receiving any economic benefit. During the nine-month period ended December 31, 2015, we recorded an $85 million loss on disposal of property, plant and equipment primarily related to cell site construction costs that are no longer recoverable as a result of changes in the Company's network plans. As a result of the May 2013 U.S. Cellular asset acquisition, we recorded a liability related to network shutdown costs, which primarily consisted of lease exit costs, for which we agreed to reimburse U.S. Cellular. During the three month period ended June 30, 2015, we revised our estimate and, as a result, we reduced the reserve, resulting in approximately $20 million of income.

Other, net represented an expense of $131 million and $442 million in the three and nine-month periods endedDecember 31, 2014, respectively. Severance and exit costs for the three and nine-month periods endedDecember 31, 2014 included $3 million and $272 million, respectively, of severance primarily associated with reductions in force and $7 million and $20 million, respectively, of lease exit costs primarily associated with facility closures as well as the network modernization plan. In addition, we recognized $12 million and $41 million during the three and nine-month periods endedDecember 31, 2014, respectively, of costs related to payments that will continue to be made under our backhaul access contracts for which we will no longer be receiving any economic benefit. Litigation expense of $91 million in both the three and nine-month periods ended December 31, 2014, represents legal reserves for various pending legal suits and proceedings. Partial pension settlement is the result of the Company’s Board of Directors approving a plan amendment to the Sprint Retirement Pension Plan (Plan) to offer certain terminated participants, who had not begun to receive Plan benefits, the opportunity to voluntarily elect to receive their benefits as an immediate a lump sum distribution. The lump sum distribution created a settlement event that resulted in a $59 million charge in both the three and nine-month periods ended December 31,

38

2014, respectively. As a result of the May 2013 U.S. Cellular asset acquisition, we recorded a liability related to network shutdown costs for which we agreed to reimburse U.S. Cellular. During the quarter ended December 31, 2014, we identified favorable trends in actual costs and, as a result, we released some of the reserve, resulting in a gain of approximately $41 million in both the three and nine-month periods ended December 31, 2014, respectively.

Interest Expense

Interest expense increased $40 million, or 8%, and $102 million, or 7%, in the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014, primarily due to interest associated with $1.5 billion aggregate principal amount of notes issued in February 2015. The effective interest rate, which includes capitalized interest, on the weighted average long-term debt balance of $33.9 billion and $34.0 billion was 6.5% in each of the three and nine-month periods endedDecember 31, 2015, respectively. The effective interest rate, which includes capitalized interest, on the weighted average long-term debt balance of $32.3 billion and $32.5 billion was 6.4% in each of the three and nine-month periods endedDecember 31, 2014, respectively. See “Liquidity and Capital Resources” for more information on the Company's financing activities.

Income Taxes

The income tax expense of $97 million and $126 million for the three and nine-month periods endedDecember 31, 2015, respectively, represented consolidated effective tax rates of approximately (13)% and (10)%, respectively. Income tax expense for both periods was primarily attributable to tax expense resulting from taxable temporary differences from amortization of FCC licenses. The income tax expense for the nine-month period ended December 31, 2015 was partially offset by tax benefits from changes in state income tax laws enacted during the periods. The income tax benefit of $657 million and $601 million for the three and nine-month periods endedDecember 31, 2014, respectively, represented consolidated effective tax rates of approximately 22% and 16%, respectively. The income tax benefit for both periods was primarily attributable to recognition of a tax benefit on the $1.9 billion Sprint trade name impairment loss partially offset by tax expense on taxable temporary differences from the amortization of FCC licenses for income tax purposes.

Segment Earnings - Wireless

Wireless segment earnings are a function of wireless service revenue, the sale of wireless devices (handsets and tablets), broadband devices, connected devices and accessories, leasing wireless devices, in addition to costs to acquire subscribers and network and interconnection costs to serve those subscribers, as well as other Wireless segment operating expenses. The costs to acquire our subscribers include the net cost at which we sell our devices, referred to as equipment net subsidies, as well as the marketing and sales costs incurred to attract those subscribers. Network costs primarily represent switch and cell site costs, backhaul costs, and interconnection costs, which generally consist of per-minute usage fees and roaming fees paid to other carriers. The remaining costs associated with operating the Wireless segment include the costs to operate our customer care organization and administrative support. Wireless service revenue, costs to acquire subscribers, and variable network and interconnection costs fluctuate with the changes in our subscriber base and their related usage, but some cost elements do not fluctuate in the short term with these changes.

As shown by the table above under "Consolidated Results of Operations," Wireless segment earnings represented almost all of our total Consolidated segment earnings for the three and nine-month periods endedDecember 31, 2015. Within the Wireless segment, postpaid wireless services represent the most significant contributors to earnings, and is driven by the number of postpaid subscribers to our services, as well as ARPU. The wireless industry is subject to competition to retain and acquire subscribers of wireless services. Most markets in which we operate have high rates of penetration for wireless services.

Device Financing Programs

In late 2013, we introduced an installment billing program that allows subscribers to purchase a device by paying monthly installments generally over 24 months. In late 2014, Sprint introduced a leasing program, whereby qualified subscribers can lease a device for a contractual period of time.

Under the installment billing program, we recognize a majority of the revenue associated with future expected installment payments at the time of sale of the device. As compared to our traditional subsidized programs, this results in better alignment of the equipment revenue with the cost of the device, which significantly reduces the amount of equipment net subsidy recognized in our operating results. The impact to Wireless earnings from the sale of devices under our installment billing program is neutral except for the impact from the time value of money element related to the imputed interest on the installment receivable.

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Under the leasing program, 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 turn in their device, continue leasing their device, or purchase the device. As of December 31, 2015, substantially all of our device leases were classified as operating leases. As a result, at lease inception, the devices are reclassified from inventory to property, plant and equipment when leased through Sprint's direct channels. For leases in the indirect channel, we purchase the devices at lease inception from the dealer, which is then capitalized to property, plant and equipment. While a majority of the revenue associated with installment sales is recognized at the time of sale along with the related cost of products, lease revenue is recorded monthly over the term of the lease and the cost of the device is depreciated down to its estimated residual value over the lease term. During the three and nine-month periods endedDecember 31, 2015, we leased devices through our Sprint direct channels totaling approximately $1.0 billion and $2.6 billion, respectively. Depreciation expense incurred on all leased devices for the three and nine-month periods endedDecember 31, 2015 was $535 million and $1.2 billion, respectively. Depreciation expense incurred on all leased devices for three and nine-month periods endedDecember 31, 2014 was $54 million and $56 million, respectively. Because a substantial portion of the cost of a device leased through our direct channel is not recorded as cost of products but rather as depreciation expense, there is a positive impact to Wireless segment earnings compared to when purchased under the installment billing or traditional subsidized programs. If the mix of leased devices continues to increase, we expect this positive impact on the financial results of Wireless segment earnings to continue and depreciation expense to increase. However, this benefit to Wireless segment earnings will be partially offset by the Handset Sale-Leaseback transaction that was consummated in November 2015 where we sold and subsequently leased back certain devices leased to our customers (see Handset Sale-Leaseback in Liquidity and Capital Resources for further details). As a result, our cost of the devices sold to Mobile Leasing Solutions, LLC (MLS) will no longer be recorded as depreciation expense, but rather recognized as rent expense within “Cost of products” during the leaseback periods. As of December 31, 2015, the estimated rental payments due to MLS were $176 million for the remaining fiscal year 2015, $673 million for fiscal year 2016, and $113 million for fiscal year 2017.

Our device leasing and installment billing programs require a greater use of operating cash flows in the earlier part of the device contracts as our subscribers will generally pay less upfront than traditional subsidized programs. The Accounts Receivable Facility and the Handset Sale-Leaseback transactions (See Accounts Receivable Facility and Handset Sale-Leaseback in Liquidity and Capital Resources for further details) were designed to mitigate the significant use of cash from purchasing devices from OEMs to fulfill our installment billing and leasing programs.

Wireless Segment Earnings Trends

Sprint is offering lower monthly service fees without a traditional contract as an incentive to attract subscribers to certain of our service plans. These lower rates for service are available whether the subscriber brings their own handset, pays the full or near full retail price of the handset, purchases the handset under our installment billing program, or leases their handset through our leasing program. As the adoption rates of these plans increase throughout our base of subscribers, we expect our postpaid average revenue per user (ARPU) to continue to decline as a result of lower pricing associated with our new service plans as compared to our traditional subsidized programs, which reflect higher service revenue and lower equipment revenue; however, we also expect reduced equipment net subsidy expense due to the installment billing and leasing programs to offset these declines. Since inception, the combination of lower priced plans, and our installment billing and leasing programs have been accretive to Wireless segment earnings. We expect that trend to continue with the magnitude of the impact being dependent upon the rate of subscriber adoption. We also expect that the installment billing and leasing programs will require a greater use of operating cash flows in the earlier part of the contracts as the subscriber will generally pay less upfront than traditional subsidized programs.

We began to experience net losses of postpaid handset subscribers in mid-2013. Since the release of our new price plans, results have shown improvement in trends of handset subscribers; however, there can be no assurance that this trend will continue. We have taken initiatives to provide the best value in wireless service while continuing to enhance our network performance, coverage and capacity in order to attract and retain valuable handset subscribers. In addition, we are evaluating our cost model to operationalize a more effective cost structure, which we believe may help to relieve some of the pressure we expect on earnings.

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The following table provides an overview of the results of operations of our Wireless segment.

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
Wireless Segment Earnings	2015			2014			2015			2014
	(in millions)
Postpaid	$	4,813		$	5,202		$	14,670		$	16,132
Prepaid	1,224			1,215			3,783			3,633
Other(1)	21			106			178			359
Retail service revenue	6,058			6,523			18,631			20,124
Wholesale, affiliate and other	188			209			586			585
Total service revenue	6,246			6,732			19,217			20,709
Cost of services (exclusive of depreciation and amortization)	(2,031		)	(1,902		)	(6,147		)	(5,939		)
Service gross margin	4,215			4,830			13,070			14,770
Service gross margin percentage	67		%	72		%	68		%	71		%
Equipment revenue	1,424			1,701			3,509			3,846
Cost of products	(1,589		)	(2,952		)	(4,244		)	(7,482		)
Equipment net subsidy	(165		)	(1,251		)	(735		)	(3,636		)
Equipment net subsidy percentage	(12		)%	(74		)%	(21		)%	(95		)%
Selling, general and administrative expense	(2,041		)	(2,545		)	(6,273		)	(6,937		)
Loss on disposal of property, plant and equipment	(143		)	—			(143		)	—
Wireless segment earnings	$	1,866		$	1,034		$	5,919		$	4,197

___________________

(1) Represents service revenue primarily related to the Clearwire Acquisition on July 9, 2013.

Service Revenue

Our Wireless segment generates service revenue from the sale of wireless services and the sale of wholesale and other services. Service revenue consists of fixed monthly recurring charges, variable usage charges and miscellaneous fees such as activation fees, directory assistance, roaming, equipment protection, late payment and early termination charges, and certain regulatory related fees, net of service credits.

The ability of our Wireless segment to generate service revenue is primarily a function of:

• revenue generated from each subscriber, which in turn is a function of the types and amount of services utilized by each subscriber and the rates charged for those services; and

• the number of subscribers that we serve, which in turn is a function of our ability to retain existing subscribers and acquire new subscribers.

Retail comprises those subscribers to whom Sprint directly provides wireless services, whether those services are provided on a postpaid or a prepaid basis. We also categorize our retail subscribers as prime and subprime based upon subscriber credit profiles. We use proprietary scoring systems that measure the credit quality of our subscribers using several factors, such as credit bureau information, subscriber credit risk scores and service plan characteristics. Payment history is subsequently monitored to further evaluate subscriber credit profiles. Wholesale and affiliates are those subscribers who are served through MVNO and affiliate relationships and other arrangements. Under the MVNO relationships, wireless services are sold by Sprint to other companies that resell those services to subscribers.

Retail service revenue decreased $465 million, or 7%, and $1.5 billion, or 7%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014. The decrease was primarily due to a lower average revenue per subscriber driven by growth in both postpaid subscribers on our new plans and tablet sales. The decrease was partially offset by an increase in average postpaid subscribers mostly due to improved churn.

Wholesale, affiliate and other revenues decreased $21 million, or 10%, and remained relatively flat for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014. The decrease in the three-month period endedDecember 31, 2015 was primarily due to a decrease in imputed interest associated with installment billing on handsets combined with the decline in prepaid resellers and the impact of the expected shutdown of the Clearwire WiMAX network. Approximately 62% of our total wholesale and affiliate subscribers represent connected devices. These devices generate revenue from usage which varies depending on the solution being utilized.

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Average Monthly Service Revenue per Subscriber and Subscriber Trends

The table below summarizes average number of retail subscribers. Additional information about the number of subscribers, net additions (losses) to subscribers, and average rates of monthly postpaid and prepaid subscriber churn for each quarter since the quarter ended June 30, 2014 may be found in the tables on the following pages.

	Three Months Ended		Nine Months Ended
	December 31,		December 31,
	2015	2014	2015	2014
	(subscribers in thousands)
Average postpaid subscribers	30,683	29,871	30,443	30,108
Average prepaid subscribers	14,966	15,324	15,442	15,272
Average retail subscribers	45,649	45,195	45,885	45,380

The table below summarizes ARPU. Additional information about ARPU for each quarter since the quarter ended June 30, 2014 may be found in the tables on the following pages.

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2015		2014		2015		2014
ARPU(1):
Postpaid	$	52.41	$	58.63	$	53.86	$	60.18
Prepaid	$	27.49	$	27.61	$	27.89	$	27.77
Average retail	$	44.24	$	48.11	$	45.12	$	49.27

_______________________ 

(1) ARPU is calculated by dividing service revenue by the sum of the monthly average number of subscribers in the applicable service category. Changes in average monthly service revenue reflect subscribers for either the postpaid or prepaid service category who change rate plans, the level of voice and data usage, the amount of service credits which are offered to subscribers, plus the net effect of average monthly revenue generated by new subscribers and deactivating subscribers.

Postpaid ARPU for the three and nine-month periods endedDecember 31, 2015 decreased compared to the same periods in 2014 primarily due to the impact of subscriber migration to many of our new service plans, resulting in lower service fees, combined with ongoing growth in sales of tablets, which carry a lower revenue per subscriber. We expect Sprint platform postpaid ARPU to continue to decline during fiscal year 2015 as a result of lower service fees associated with many of our new price plans, and a continued increase in tablet mix that carries a lower ARPU; however, as a result of our installment billing and leasing programs, we expect reduced equipment net subsidy expense to offset these declines. Prepaid ARPU decreased for the three-month period endedDecember 31, 2015 and increased for the nine-month period ended December 31, 2015 compared to the same periods in 2014. The decrease for the three-month period was primarily due to a decrease in average subscribers in the Transactions prepaid subscribers due to the expected shutdown of the WiMAX network, in addition to a decline in average subscribers in the Virgin Mobile brand combined with the revenue impact of subscribers choosing lower priced plans in both the Virgin Mobile and Boost brands due to increased competition, partially offset by an increase in average subscribers in the prepaid Boost brand that carries a higher ARPU. The increase for the nine-month period was primarily driven by an increase in average prepaid Boost subscribers that carry a higher ARPU compared to other prepaid brands, partially offset by the revenue impact of subscribers choosing lower priced plans in both the Boost and Virgin Mobile brands.

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The following table shows (a) net additions (losses) of wireless subscribers, (b) our total subscribers, and (c) end of period connected device subscribers as of the end of each quarterly period beginning with the quarter ended June 30, 2014.

	June 30, 2014		Sept 30, 2014		Dec 31, 2014		March 31, 2015		June 30, 2015		Sept 30, 2015		Dec 31, 2015
Net additions (losses) (in thousands)(1)
Sprint platform(2):
Postpaid(3)	(181	)	(272	)	30		211		310		378		501
Prepaid(3)	(542	)	35		410		546		(366	)	(188	)	(491	)
Wholesale and affiliates	503		827		527		492		731		866		481
Total Sprint platform	(220	)	590		967		1,249		675		1,056		491
Transactions:
Postpaid	(64	)	(64	)	(49	)	(41	)	(60	)	(70	)	(238	)
Prepaid	(77	)	(55	)	(39	)	(18	)	(66	)	(64	)	(231	)
Wholesale	27		13		13		22		(22	)	(12	)	(241	)
Total Transactions	(114	)	(106	)	(75	)	(37	)	(148	)	(146	)	(710	)
Total retail postpaid	(245	)	(336	)	(19	)	170		250		308		263
Total retail prepaid	(619	)	(20	)	371		528		(432	)	(252	)	(722	)
Total wholesale and affiliate	530		840		540		514		709		854		240
Total Wireless	(334	)	484		892		1,212		527		910		(219	)
End of period subscribers (in thousands)(1)
Sprint platform(2):
Postpaid(3)(4)	29,737		29,465		29,495		29,706		30,016		30,394		30,895
Prepaid(3)	14,715		14,750		15,160		15,706		15,340		15,152		14,661
Wholesale and affiliates(4)(5)	8,879		9,706		10,233		10,725		11,456		12,322		12,803
Total Sprint platform	53,331		53,921		54,888		56,137		56,812		57,868		58,359
Transactions(6):
Postpaid	522		458		409		368		308		238		—
Prepaid	473		418		379		361		295		231		—
Wholesale	227		240		253		275		253		241		—
Total Transactions	1,222		1,116		1,041		1,004		856		710		—
Total retail postpaid(3)(4)	30,259		29,923		29,904		30,074		30,324		30,632		30,895
Total retail prepaid(3)	15,188		15,168		15,539		16,067		15,635		15,383		14,661
Total wholesale and affiliates(4)(5)	9,106		9,946		10,486		11,000		11,709		12,563		12,803
Total Wireless	54,553		55,037		55,929		57,141		57,668		58,578		58,359
Supplemental data - connected devices
End of period subscribers (in thousands)(4)
Retail postpaid	988		1,039		1,180		1,320		1,439		1,576		1,676
Wholesale and affiliates	4,192		4,635		5,175		5,832		6,620		7,338		7,930
Total	5,180		5,674		6,355		7,152		8,059		8,914		9,606

_______________________ 

(1) A subscriber is defined as an individual line of service associated with each device activated by a customer. Subscribers that transfer from their original service category classification to another platform, or another service line within the same platform, are reflected as a net loss to the original service category and a net addition to their new service category. There is no net effect for such subscriber changes to the total wireless net additions (losses) or end of period subscribers.

(2) Sprint platform refers to the Sprint network that supports the wireless service we provide through our multiple brands.

(3) In the quarter ended September 30, 2015, approximately 175,000 subscribers were reported as transferred out of the prepaid subscriber base and into the postpaid subscriber base as a result of their decision to choose to participate in a program offered to certain tenured prepaid subscribers. Moreover, in the quarter ended December 31, 2015, the program has been implemented more broadly for the prepaid base. As a result, the 175,000 subscribers previously reported as postpaid last quarter were re-classed to the prepaid subscriber base and the prior period was restated for better comparability across periods. See the discussion under "Subscriber Results" for additional details.

(4) End of period connected devices are included in total retail postpaid or wholesale and affiliates end of period subscriber totals for all periods presented.

(5) Subscribers through some of our MVNO relationships have inactivity either in voice usage or primarily as a result of the nature of the device, where activity only occurs when data retrieval is initiated by the end-user and may occur infrequently. Although we continue to provide these subscribers access to our network through our MVNO relationships, approximately 1,809,000 subscribers at December 31, 2015 through these MVNO relationships have been inactive for at least six months, with no associated revenue during the six-month period ended December 31, 2015.

(6) End of period transactions subscribers reflected postpaid, prepaid and wholesale subscribers acquired as a result of the Clearwire Acquisition. As of December 31, 2015, we have no remaining transaction subscribers due to the expected shut down of the WiMAX network.

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The following table shows our average rates of monthly postpaid and prepaid subscriber churn as of the end of each quarterly period beginning with the quarter ended June 30, 2014.

	June 30, 2014		Sept 30, 2014		Dec 31, 2014		March 31, 2015		June 30, 2015		Sept 30, 2015		Dec 31, 2015
Monthly subscriber churn rate(1)
Sprint platform:
Postpaid	2.05	%	2.18	%	2.30	%	1.84	%	1.56	%	1.54	%	1.62	%
Prepaid(2)	4.44	%	3.76	%	3.94	%	3.84	%	5.08	%	5.06	%	5.82	%
Transactions(3):
Postpaid	4.15	%	4.66	%	4.09	%	3.87	%	6.07	%	8.55	%	NM
Prepaid	6.28	%	5.70	%	4.95	%	3.77	%	7.23	%	8.51	%	NM
Total retail postpaid	2.09	%	2.22	%	2.33	%	1.87	%	1.61	%	1.61	%	1.87	%
Total retail prepaid	4.50	%	3.81	%	3.97	%	3.84	%	5.13	%	5.12	%	6.29	%

_______________________ 

(1) Churn is calculated by dividing net subscriber deactivations for the quarter by the sum of the average number of subscribers for each month in the quarter. For postpaid accounts comprising multiple subscribers, such as family plans and enterprise accounts, net deactivations are defined as deactivations in excess of subscriber activations in a particular account within 30 days. Postpaid and Prepaid churn consist of both voluntary churn, where the subscriber makes his or her own determination to cease being a subscriber, and involuntary churn, where the subscriber's service is terminated due to a lack of payment or other reasons.

(2) In the quarter ended June 30, 2015, the Company revised its prepaid subscriber reporting to remove one of its rules that matches customers who disconnect and then re-engage within a specified period of time. This enhancement, which we believe represents a more precise churn calculation, had no impact on net additions, but did result in reporting higher deactivations and higher gross additions in the quarter. Without this revision, Sprint platform prepaid churn in the quarter would have been 4.33% and relatively flat compared to the same period in 2014. End of period prepaid subscribers and net prepaid subscriber additions for all periods presented were not impacted by the change.

(3) Subscriber churn related to the Clearwire Acquisition.

The following table shows our postpaid and prepaid ARPU as of the end of each quarterly period beginning with the quarter ended June 30, 2014.

	June 30, 2014		Sept 30, 2014		Dec 31, 2014		March 31, 2015		June 30, 2015		Sept 30, 2015		Dec 31, 2015
ARPU
Sprint platform:
Postpaid	$	62.07	$	60.58	$	58.90	$	56.94	$	55.48	$	53.99	$	52.48
Prepaid	$	27.38	$	27.19	$	27.12	$	27.50	$	27.81	$	27.66	$	27.44
Transactions(1):
Postpaid	$	39.16	$	39.69	$	39.85	$	40.28	$	40.47	$	40.62	$	31.62
Prepaid	$	45.15	$	45.52	$	45.80	$	46.68	$	46.10	$	45.82	$	34.61
Total retail postpaid	$	61.65	$	60.24	$	58.63	$	56.72	$	55.31	$	53.87	$	52.41
Total retail prepaid	$	27.97	$	27.73	$	27.61	$	27.95	$	28.18	$	27.97	$	27.49

_______________________

(1) Subscriber ARPU related to the Clearwire Acquisition.

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Subscriber Results

Sprint Platform Subscribers

Retail Postpaid — During the three-month period endedDecember 31, 2015, net postpaid subscriber additions were 501,000 compared to 30,000 in the same period in 2014, inclusive of 82,000 and 189,000 net additions of tablets, respectively, which generally have a significantly lower ARPU as compared to other wireless subscribers. The primary driver for the net additions in the current quarter was our pricing plan promotions launched in the quarter combined with improving churn as subscribers benefit from the improved network quality.

During the three-month period ended September 30, 2015, we introduced a program to provide certain tenured Boost and Virgin Mobile prepaid subscribers with the opportunity to receive an extension of credit for their use of wireless service. Subscribers who opt-in to this program may also qualify for certain device offers and/or service credits. During the three-month period ended September 30, 2015, approximately 175,000 participating subscribers were migrated from the prepaid subscriber base into the postpaid subscriber base under their respective Boost and Virgin Mobile brands. Moreover, in the three-month period ended December 31, 2015, the program has been implemented more broadly for the prepaid base. As a result, the 175,000 subscribers previously reported as postpaid last quarter were re-classed to the prepaid subscriber base and the prior period was restated for better comparability across periods.

Retail Prepaid — During the three-month period endedDecember 31, 2015, we lost 491,000 net prepaid subscribers compared to additions of 410,000 in the same period in 2014. The net losses in the quarter were primarily due to subscriber losses in the Boost and Virgin Mobile prepaid brand primarily due to continued competition. Prepaid subscribers are generally deactivated between 60 and 150 days from the later of the date of initial activation or replenishment; however, prior to account deactivation, targeted retention programs can be offered to qualifying subscribers to maintain ongoing service by providing up to an additional 150 days to make a replenishment.

Wholesale and Affiliate Subscribers — Wholesale and affiliate subscribers represent customers that are served on our networks through companies that resell our wireless services to their subscribers, customers residing in affiliate territories and connected devices that utilize our network. Of the 12.8 million Sprint platform subscribers included in wholesale and affiliates, approximately 62% represent connected devices. Wholesale and affiliate subscriber net additions were 481,000 during the three-month period endedDecember 31, 2015 compared to 527,000 during the same period in 2014, inclusive of net additions of connected devices totaling 592,000 and 540,000, respectively. The decrease in net additions in the three-month period endedDecember 31, 2015 was primarily attributable to a decline in subscribers under the Lifeline programs, partially offset by growth in resellers and connected device subscribers.

Transactions Subscribers

As part of the Clearwire Acquisition in July 2013, we acquired 788,000 postpaid subscribers (exclusive of Sprint platform wholesale subscribers acquired through our MVNO relationship with Clearwire that were transferred to postpaid subscribers within transactions), 721,000 prepaid subscribers, and 93,000 wholesale subscribers. We had net postpaid subscriber losses of 238,000, net prepaid subscriber losses of 231,000 and net wholesale subscriber losses of 241,000 for the three-month period endedDecember 31, 2015 due to the expected shutdown of the WiMAX network. As of December 31, 2015, we have no remaining transaction subscribers.

Cost of Services

Cost of services consists primarily of:

• costs to operate and maintain our networks, including direct switch and cell site costs, such as rent, utilities, maintenance, labor costs associated with network employees, and spectrum frequency leasing costs;

• fixed and variable interconnection costs, the fixed component of which consists of monthly flat-rate fees for facilities leased from local exchange carriers and other providers based on the number of cell sites and switches in service in a particular period and the related equipment installed at each site, and the variable component of which generally consists of per-minute use fees charged by wireline providers for calls terminating on their networks, which fluctuate in relation to the level and duration of those terminating calls;

• long distance costs paid to the Wireline segment;

• costs to service and repair devices;

• regulatory fees;

• roaming fees paid to other carriers; and

• fixed and variable costs relating to payments to third parties for the subscriber use of their proprietary data applications, such as messaging, music and cloud services and connected vehicle fees.

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Cost of services increased $129 million, or 7%, and $208 million, or 4%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014, primarily due to increased service and repair costs as a result of higher costs per unit of new and used devices. These increases were partially offset by decreases in roaming costs primarily due to lower rates.

Equipment Revenue and Cost of Products

We recognize equipment revenue and corresponding costs of equipment when title and risk of loss passes to the indirect dealer or end-use subscriber, assuming all other revenue recognition criteria are met. Our devices are sold under the subsidy program, the installment billing program, or leased under the leasing program. Under the subsidy program, we offer certain incentives to retain and acquire subscribers such as new devices at discounted prices. The cost of these incentives is recorded as a reduction to equipment revenue upon activation of the device with a service contract. Under the installment billing program, the device is sold at or near full retail price and we recognize most of the future expected installment payments at the time of sale of the device, which results in the recognition of significantly less equipment net subsidy. The impact to net equipment subsidy from the sale of devices under our installment billing program is relatively neutral except for the impact from the time value of money element related to the imputed interest on the installment receivables. Under the leasing program, lease revenue is recorded over the term of the lease. The cost of the leased device is depreciated down to its estimated residual value over the lease term. Because a substantial portion of the cost of a device leased through our direct channel is not recorded as cost of products but rather as depreciation expense, there is a significant positive impact to net equipment subsidy compared to when purchased under the installment billing or subsidized programs. During the three and nine-month periods endedDecember 31, 2015, we leased devices through our Sprint direct channels totaling approximately $1.0 billion and $2.6 billion, respectively. As subscribers migrate from acquiring devices through our subsidy program to installment billing or choose to lease under our leasing program, equipment net subsidy continues to decline.

Cost of products includes equipment costs (primarily devices and accessories), order fulfillment related expenses, and write-downs of device and accessory inventory related to shrinkage and obsolescence. Additionally, cost of products is reduced by any rebates that are earned from the equipment manufacturers. Cost of products in excess of the net revenue generated from equipment sales is referred to in the industry as equipment net subsidy. We also make incentive payments to certain indirect dealers who purchase handsets directly from original equipment manufacturers (OEMs) or other device distributors. Those payments are recognized as selling, general and administrative expenses when the handset is activated with a Sprint service plan because Sprint does not recognize any equipment revenue or cost of products for those transactions. (See Selling, General and Administrative Expense below.)

Equipment revenue decreased $277 million, or 16%, and $337 million, or 9%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014. The decrease in equipment revenue for the three and nine-month periods endedDecember 31, 2015 was primarily due to a decrease in postpaid handsets sold as more subscribers are choosing to lease their device, combined with lower average sales price per prepaid handset sold, partially offset by higher revenue from the installment billing and leasing programs and a higher average sales price per postpaid handset sold. Cost of products decreased $1.4 billion, or 46%, and $3.2 billion, or 43%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014 primarily due to a decrease in postpaid handsets sold as a result of subscribers choosing to lease devices instead of purchasing them.

Selling, General and Administrative Expense

Sales and marketing costs primarily consist of subscriber acquisition costs, including commissions paid to our indirect dealers, third-party distributors and retail sales force for new device activations and upgrades, residual payments to our indirect dealers, commission payments made to OEMs or other device distributors for direct source handsets, payroll and facilities costs associated with our retail sales force, marketing employees, advertising, media programs and sponsorships, including costs related to branding. General and administrative expenses primarily consist of costs for billing, customer care and information technology operations, bad debt expense and administrative support activities, including collections, legal, finance, human resources, corporate communications, strategic planning, and technology and product development.

Sales and marketing expense decreased $140 million, or 10%, and $129 million, or 3%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014 primarily due to lower media spend and a decrease in payments to OEMs for direct source handsets as a result of lower volume of device sales, partially offset by higher retail labor costs.

General and administrative costs decreased $364 million, or 34%, and $535 million, or 18%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014 primarily due to a decrease in bad debt expense combined with declines in other general and administrative expenses due to reduced headcount and other cost-savings initiatives.

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Bad debt expense decreased $136 million, or 56%, and $354 million, or 48%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014 primarily related to an improved aging as a result of customer credit profile improvement and fewer accounts written off due to improvements in churn, partially offset by a higher average balance of accounts written off. We reassess our allowance for doubtful accounts quarterly.

Loss on Disposal of Property, Plant and Equipment

Loss on disposal of property, plant and equipment is a result of approximately $65 million in net losses recognized upon the sale of devices to MLS under the Handset Sale-Leaseback transaction, which represented the difference between the fair value and net book value of the devices sold. In addition, approximately $78 million in losses resulted from the write-off of leased devices associated with lease cancellations prior to the scheduled customer lease terms where customers did not return the devices to us.

Segment Earnings - Wireline

We provide a broad suite of wireline voice and data communications services to other communications companies and targeted business subscribers. In addition, we provide voice, data and IP communication services to our Wireless segment. We provide long distance services and operate all-digital global long distance and Tier 1 IP networks. Our services and products include domestic and international data communications using various protocols such as multiprotocol label switching technologies (MPLS), IP, managed network services, Voice over Internet Protocol (VoIP), Session Initiated Protocol (SIP), and traditional voice services. Our IP services can also be combined with wireless services. Such services include our Sprint Mobile Integration service, which enables a wireless handset to operate as part of a subscriber's wireline voice network, and our DataLink^SM service, which uses our wireless networks to connect a subscriber location into their primarily wireline wide-area IP/MPLS data network, making it easier for businesses to adapt their network to changing business requirements. In addition to providing services to our business customers, the wireline network is carrying increasing amounts of voice and data traffic for our Wireless segment as a result of growing usage by our wireless subscribers.

We continue to assess the portfolio of services provided by our Wireline business and are focusing our efforts on IP-based data services and de-emphasizing stand-alone voice services and non-IP-based data services. We also continue to provide voice services primarily to business subscribers. Our Wireline segment markets and sells its services primarily through direct sales representatives.

Wireline segment earnings are primarily a function of wireline service revenue, network and interconnection costs, and other Wireline segment operating expenses. Network costs primarily represent special access costs and interconnection costs, which generally consist of domestic and international per-minute usage fees paid to other carriers. The remaining costs associated with operating the Wireline segment include the costs to operate our customer care and billing organizations in addition to administrative support. Wireline service revenue and variable network and interconnection costs fluctuate with the changes in our customer base and their related usage, but some cost elements do not fluctuate in the short term with the changes in our customer usage. Our wireline services provided to our Wireless segment are generally accounted for based on market rates, which we believe approximate fair value. The Company generally re-establishes these rates at the beginning of each fiscal year. Over the past several years, there has been an industry wide trend of lower rates due to increased competition from other wireline and wireless communications companies as well as cable and Internet service providers. Declines in Wireline segment earnings related to intercompany pricing rates do not affect our consolidated results of operations as our Wireless segment benefits from an equivalent reduction in cost of service.

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The following table provides an overview of the results of operations of our Wireline segment.

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
Wireline Segment Earnings	2015			2014			2015			2014
	(in millions)
Voice	$	201		$	289		$	646		$	910
Data	42			52			134			161
Internet	317			333			968			1,018
Other	21			18			72			57
Total net service revenue	581			692			1,820			2,146
Cost of services (exclusive of depreciation)	(466		)	(581		)	(1,495		)	(1,800		)
Service gross margin	115			111			325			346
Service gross margin percentage	20		%	16		%	18		%	16		%
Selling, general and administrative expense	(82		)	(100		)	(254		)	(273		)
Wireline segment earnings	$	33		$	11		$	71		$	73

Wireline Revenue

Voice Revenues

Voice revenues for the three and nine-month periods endedDecember 31, 2015 decreased $88 million, or 30%, and $264 million, or 29%, respectively, compared to the same periods in 2014. The decrease was driven by lower volume and overall rate declines, primarily due to decreases in international hubbing volumes, combined with the decline in prices for the sale of services to our Wireless segment in the three and nine-month periods endedDecember 31, 2015. Voice revenues generated from the sale of services to our Wireless segment represented 41% and 39% of total voice revenues for the three and nine-month periods endedDecember 31, 2015, respectively, compared to 33% and 30% for the same periods in 2014.

Data Revenues

Data revenues reflect sales of data services, primarily private line and managed network services bundled with non-IP-based data access. Data revenues decreased $10 million, or 19%, and $27 million, or 17%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014 as a result of customer churn, primarily related to Private Line. Data revenues generated from the provision of services to the Wireless segment represented 40% and 41% of total data revenue for the three and nine-month periods endedDecember 31, 2015, respectively, compared to 42% for each of the same periods in 2014.

Internet Revenue

IP-based data services revenue reflects sales of Internet services, including MPLS, VoIP, SIP, and managed services bundled with IP-based data access. IP-based data services revenue decreased $16 million, or 5% and $50 million, or 5%, for the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014 primarily due to fewer IP customers. In addition, revenue was also impacted by a decline in prices for the sale of services to our Wireless segment. Sale of services to our Wireless segment represented 15% and 14% of total Internet revenues for the three and nine-month periods endedDecember 31, 2015, respectively, compared to 13% and 12% for the same periods in 2014.

Other Revenues

Other revenues, which primarily consist of sales of customer premises equipment, increased $3 million, or 17%, and $15 million, or 26%, in the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014.

Costs of Services

Costs of services include access costs paid to local phone companies, other domestic service providers and foreign phone companies to complete calls made by our domestic subscribers, costs to operate and maintain our networks, and costs of equipment. Costs of services decreased $115 million, or 20%, and $305 million, or 17%, in the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014. The decrease was primarily due to lower international voice volume and rates combined with lower access expense as the result of savings initiatives and declining voice and IP rate and volumes. Service gross margin percentage increased from 16% in each of the three and nine-

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month periods endedDecember 31, 2014 to 20% and 18% in the three and nine-month periods endedDecember 31, 2015, respectively, primarily as a result of a decrease in cost of services partially offset by a decrease in net service revenue.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased $18 million, or 18%, and $19 million, or 7%, in the three and nine-month periods endedDecember 31, 2015, respectively, compared to the same periods in 2014. The decrease was primarily due to a decrease in shared administrative and employee-related costs required to support the Wireline segment as a result of the decline in revenue. Total selling, general and administrative expense as a percentage of net services revenue was 14% for each of the three and nine-month periods endedDecember 31, 2015 compared to 14% and 13% for the same periods in 2014.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

	Nine Months Ended
	December 31,
	2015			2014
	(in millions)
Net cash provided by operating activities	$	2,603		$	1,474
Net cash used in investing activities	$	(4,485	)	$	(2,912	)
Net cash provided by (used in) financing activities	$	47		$	(77	)

Operating Activities

Net cash provided by operating activities of $2.6 billion in the nine-month period ended December 31, 2015 increased $1.1 billion from the same period in 2014. The increase was primarily due to $1.1 billion of reduced cash paid to vendors and increased cash received from customers of $136 million, which includes $700 million of net activity under the Receivables Facility (defined below) comprised of $1.2 billion of receipts in the nine-month period ended December 31, 2015, as described below, and $500 million of repayments in the quarter ended June 30, 2015. In addition, we had increased interest payments of $69 million primarily associated with $1.5 billion aggregate principal amount of notes issued in February 2015.

Investing Activities

Net cash used in investing activities in the nine-month period ended December 31, 2015 increased by approximately $1.6 billion compared to the same period in 2014, primarily due to increased capital expenditures of $144 million, increased purchases of $1.6 billion of leased devices from indirect dealers and decreased net proceeds from sales and maturities of short-term investments of $2.5 billion. These increases were partially offset by $1.1 billion of proceeds from MLS under the Handset Sale-Leaseback transaction and $1.7 billion in decreased purchases of short-term investments. In addition, in the nine-month period ended December 31, 2014, we received $95 million in reimbursements of our costs of clearing the H Block spectrum as part of the Report and Order obligations and $114 million of proceeds from the sale of assets and FCC licenses of which $90 million was related to the sale of certain FCC licenses.

Financing Activities

Net cash provided by financing activities was $47 million during the nine-month period ended December 31, 2015, which was primarily due to draws of $208 million, $266 million and $32 million on our Finnvera plc (Finnvera), K-sure and Delcredere | Ducroire (D/D) secured equipment credit facilities, respectively. These draws were partially offset by repayments related to our secured equipment credit facilities of $155 million, capital lease repayments of $67 million, and a $500 million repayment of the Export Development Canada (EDC) credit facility. In addition, we amended our unsecured EDC agreement to add an additional tranche totaling $250 million due December 2017. Net cash used in financing activities was $77 million during the nine-month period ended December 31, 2014, which was primarily due to principal payments on the iPCS, Inc. notes due 2014 of approximately $181 million and a scheduled principal payment on our secured equipment credit facility of approximately $127 million. In December 2014, we amended our unsecured EDC agreement to, among other things, add an additional tranche totaling $300 million due 2019.

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Working Capital

We had negative working capital of $4.5 billion and $1.2 billion as of December 31, 2015 and March 31, 2015, respectively. The decline in working capital is due to decreased cash of $1.8 billion primarily due to cash paid for capital expenditures which was partially offset by net cash provided by operating activities and proceeds from MLS under the Handset Sale-Leaseback transaction. In addition, accounts and notes receivable, net decreased $1.3 billion primarily due to the sale of installment receivables as part of our Receivables Facility described below and device and accessory inventory decreased $364 million. Also contributing to the decline was an increase of $2.0 billion in the current portion of long-term debt, financing and capital lease obligations primarily due to Sprint Communications, Inc. 6% Senior notes, which will be due in the quarter ending December 31, 2016. These decreases were offset by decreases in accounts payable of $1.3 billion primarily as a result of invoices with extended payment terms with certain network equipment suppliers coming due and timing of purchases and payments associated with device launches. Additionally, accrued expenses and other current liabilities decreased $819 million primarily due to decreased employee accruals and decreased accrued capital expenditures for unbilled services. Also, prepaid and other current assets increased $427 million primarily due to the activity associated with the deferred purchase price receivable (DPP) recognized as part of our Receivables Facility described below. The remaining balance was due to changes to other working capital items.

Long-Term Debt and Other Funding Sources

Our device leasing and installment billing programs require a greater use of operating cash flows in the earlier part of the device contracts as our subscribers will generally pay less upfront than traditional subsidized programs. The Accounts Receivable Facility and the Handset Sale-Leaseback transactions described below were designed to mitigate the significant use of cash from purchasing devices from OEMs to fulfill our installment billing and leasing programs.

Accounts Receivable Facility

Transaction Overview

Our accounts receivable facility (Receivables Facility), which provides us the opportunity to sell eligible wireless service and installment receivables to unaffiliated third parties (Purchasers), was amended in November 2015 to include future amounts due from customers who lease certain devices from us. The amendment increased the maximum funding limit under the Receivables Facility to $4.3 billion and extended the expiration to November 2017. The amount available under the Receivables Facility fluctuates over time based on the total amount of eligible receivables generated during the normal course of our business. As of December 31, 2015, the total borrowing capacity available under the facility was approximately $2.0 billion. However, as a result of sales we have completed to date, the total amount available to be drawn as of December 31, 2015 was $778 million. The proceeds from the sale of these receivables are comprised of a combination of cash and a deferred purchase price receivable (DPP). While it’s at Sprint's election to decide how much cash it chooses to receive from each sale, the maximum amount of proceeds varies based on a number of factors and currently represents approximately 50% of the total amount of the receivables sold to the Purchasers. The DPP is realized by us upon the ultimate collection of the underlying receivables sold to the Purchasers or until Sprint elects to receive additional amounts in cash from the Purchasers subject to the total availability under the Receivables Facility. As of December 31, 2015, we have elected not to sell future receivables associated with certain devices leased by our customers.

Wireless service and installment receivables sold are treated as a sale of financial assets and Sprint derecognizes these receivables, as well as the related allowances, and recognizes the net proceeds received in cash provided by operating activities on the consolidated statements of cash flows. The fees associated with these sales are recognized in "Selling, general and administrative" on the consolidated statements of comprehensive loss. The sale of future lease receivables will be recorded as a financing transaction. Accordingly, the proceeds received will be reflected as cash provided by financing activities on the consolidated statements of cash flows and the fees will be recognized as "Interest expense" on the consolidated statements of comprehensive loss.

Transaction Structure

Sprint contributes eligible 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 and installment 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.

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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 pay the investment, 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.

Sprint has no retained interest in the receivables sold, other than collection and administrative responsibilities and its right to the DPP. 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 exchange for a monthly servicing fee, and Sprint guarantees the performance of the servicing obligations under the Receivables Facility.

DPP

The DPP related to our wireless service and installment receivables is classified as a trading security within "Prepaid expenses and other current assets" on the consolidated balance sheets and is recorded at its estimated fair value. The fair value of the DPP is estimated using a discounted cash flow model, which relies principally on unobservable inputs such as the nature and credit class of the sold receivables and subscriber payment history, and, for installment receivables sold, the estimated timing of upgrades and upgrade payment amounts for those with upgrade options. Accretable yield on the DPP is recognized as interest revenue within net operating service revenue on the consolidated statements of comprehensive loss and other changes in the fair value of the DPP are recognized in "Selling, general and administrative" on the consolidated statements of comprehensive loss. Changes in the fair value of the DPP did not have a material impact on our statements of comprehensive loss for the three and nine-month periods endedDecember 31, 2015. Changes to the unobservable inputs used to determine the fair value are not expected to result in a material change in the fair value of the DPP.

Wireless Service Receivable Sales

On March 31, 2015, we sold approximately $1.8 billion of wireless service receivables in exchange for $500 million in cash (reflected within the change in accounts and notes receivable on the consolidated statement of cash flows) and a DPP of $1.3 billion, with an estimated fair value of $1.2 billion. In accordance with our rights under the Receivables Facility, in April 2015 Sprint elected to temporarily suspend sales of receivables by the SPEs and remitted payments received to the Purchasers to reduce the funded amount to zero.

In September 2015, we sold wireless service receivables of approximately $1.9 billion in exchange for $400 million in cash and $1.5 billion of DPP, with an estimated fair value of $1.4 billion. In October 2015, we elected to receive $300 million of cash and reduced the amount of the associated DPP due to Sprint. As of December 31, 2015, the total amount available under the Receivables Facility associated with wireless service receivables was $193 million and the total fair value of the associated DPP was $1.1 billion.

Installment Receivable Sales

In October 2015, we sold installment receivables of approximately $1.2 billion under the Receivables Facility in exchange for $100 million in cash and $1.1 billion of DPP, with an estimated fair value of $1.0 billion. In November 2015, we elected to receive $400 million of cash and reduce the amount of the associated DPP due to Sprint. During the period from our initial sale in October to December 31, 2015, cash collections on previously sold installment receivables exceeded sales of new receivables such that the DPP decreased by approximately $150 million. As of December 31, 2015, the total amount available under the Receivables Facility associated with installment receivables was $29 million and the total fair value of the associated DPP was $491 million.

Future Lease Receivable Sales

As of December 31, 2015, we had not sold any future lease receivables. As of December 31, 2015, the amount available under the Receivables Facility associated with future lease receivables was $556 million.

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Handset Sale-Leaseback

In November 2015, Sprint entered into agreements (Handset Sale-Leaseback) to sell and lease-back certain leased devices excluded from our Receivables Facility, which allowed us to monetize the devices, including the device residual values. Under the agreements with MLS, a company formed by a group of equity investors, including SoftBank Group Corp. (SoftBank), Sprint maintains the customer lease, will continue to collect and record lease revenue from the customer and will remit monthly rental payments to MLS, which are recognized as "Cost of products" on the consolidated statements of comprehensive loss during the lease-back period.

In December 2015, Sprint contributed $1.3 billion of certain leased devices and the associated customer leases to wholly-owned consolidated bankruptcy-remote special purpose entities of Sprint (SPE Lessees). The SPE Lessees then sold the devices and transferred certain specified customer lease end rights and obligations, such as the right to receive the proceeds from customers who elect to purchase the device at the end of the customer lease term, to MLS in exchange for proceeds totaling $1.1 billion(Cash Purchase Price) and a DPP of $126 million.

The difference between the fair value and the net book value of the devices sold was recognized as a loss on disposal of property, plant and equipment in the amount of $65 million and is included in "Other, net" on the consolidated statements of comprehensive loss. Simultaneously with the sale of the devices, MLS leased back each device to the SPE Lessees pursuant to the Master Lease Agreement (Device Lease) in exchange for monthly rental payments to be made by the SPE Lessees to MLS. Monthly rental payments made to MLS totaled $60 million during the three and nine-month periods endedDecember 31, 2015. As of December 31, 2015, the minimum estimated amounts due to MLS were $176 million for the remaining fiscal year 2015, $673 million for fiscal year 2016, and $113 million for fiscal year 2017.

The SPE Lessees retain all rights to the underlying customer leases, such as the right to receive the rental payments during the device lease-back period, other than the aforementioned certain specified customer lease end rights. Each SPE Lessee is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the SPE Lessee, to be satisfied out of the SPE Lessee’s assets prior to any assets in the SPE Lessee becoming available to Sprint. Accordingly, the assets of the SPE Lessee are not available to pay creditors of Sprint or any of its affiliates. Settlement for the DPP occurs at the end of the agreement and can be reduced to the extent that MLS experiences a loss on the device (either not returned or sold at a loss), but only to the extent of the device's DPP balance. The DPP associated with the Handset Sale-Leaseback is recorded in “Other assets” in the consolidated balance sheets at its estimated net realizable value. Changes to the DPP prior to settlement with MLS are recorded as an adjustment to rent expense in “Cost of products” in the consolidated statements of comprehensive loss. Brightstar US, Inc. (Brightstar), a wholly-owned subsidiary of SoftBank, provides reverse logistics and remarketing services to MLS with respect to the devices.

Unless a Device Lease is terminated early, the SPE Lessees are obligated to pay the full monthly rental payments under each Device Lease, regardless of whether customers make lease payments on the devices leased to them or whether the customer lease is still in effect. Sprint has guaranteed to MLS, the performance of the covenants, agreements and undertakings of the SPE Lessees under the transaction documents.

All devices must be returned to MLS, subject to purchase rights of the customers and provided that SPE Lessees have no obligation to return devices not returned by the customers to Sprint. Sprint will act as servicer for MLS, to the extent needed, after the end of the device leaseback period. To secure the obligations of the SPE Lessees under the Device Lease, the SPE Lessees provide a security interest to MLS in, among other things, the customer leases. In the event that MLS is able to sell the returned devices at a price greater than the expected device residual value, Sprint has the potential to share some of the excess proceeds.

Credit Facilities

Bank Credit Facility

Our revolving bank credit facility that expires in February 2018 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 credit facility (adjusted EBITDA), not to exceed 6.5 to 1.0 through the quarter ended December 31, 2015, 6.25 to 1.0 through the quarter ending December 31, 2016 and 6.0 to 1.0 each fiscal quarter ending thereafter through expiration of the facility. The facility allows us to reduce our total indebtedness for purposes of calculating the Leverage Ratio by subtracting from total indebtedness the amount of any cash contributed into a segregated reserve account, provided that, after such cash contribution, our cash remaining on hand for operations exceeds $2.0 billion. Upon transfer, the cash contribution will remain restricted until and to the extent it is no longer required for the Leverage Ratio to remain in compliance.

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Export Development Canada (EDC) agreement

The unsecured EDC agreement provides for covenant terms similar to those of the revolving bank credit facility. However, under the terms of the EDC agreement, repayments of outstanding amounts cannot be re-drawn. In the quarter ended December 2015, we made a scheduled principal repayment of $500 million, leaving a principal balance of $300 million, which matures in December 2019. At the time of the repayment, the EDC agreement was also amended to increase the facility by $250 million through the addition of a new tranche due December 2017, which was fully drawn. Accordingly, as of December 31, 2015, the total principal amount of our borrowings under the EDC facility was $550 million.

Secured equipment credit facilities

Eksportkreditnamnden (EKN)

The EKN secured equipment credit facility provides for covenant terms similar to those of the revolving bank credit facility. In 2013, we had fully drawn and began to repay the EKN secured equipment credit facility totaling $1.0 billion, which was used to finance certain network-related purchases from Ericsson. We made regularly scheduled principal repayments totaling $127 million during the nine-month period ended December 31, 2015. The balance outstanding at December 31, 2015 was $381 million.

Finnvera plc (Finnvera)

The Finnvera secured equipment credit facility provides for the ability to borrow up to $800 million to finance network-related purchases from Nokia. The facility, which initially could be drawn upon as many as three consecutive tranches, now has one tranche remaining and available for borrowing through October 2017. Such borrowings are contingent upon the amount and timing of Sprint's network-related purchases. During the nine-month period ended December 31, 2015, we had drawn $208 million on the facility, and we made principal repayments totaling $28 million, resulting in a total principal amount of $224 million outstanding at December 31, 2015.

K-sure

The K-sure secured equipment credit facility provides for the ability to borrow up to $750 million to finance network-related purchases from Samsung. The facility can be divided in up to three consecutive tranches of varying size with borrowings available until May 2018, contingent upon the amount of network-related purchases made by Sprint. During the nine-month period ended December 31, 2015, we had drawn $266 million on the facility, resulting in a total principal amount of $323 million outstanding at December 31, 2015.

Delcredere | Ducroire (D/D)

The D/D secured equipment credit facility provides for the ability to borrow up to $250 million to finance network equipment-related purchases from Alcatel-Lucent. During the nine-month period ended December 31, 2015, we drew $32 million on the facility, resulting in a total principal amount of $32 million outstanding at December 31, 2015.

Borrowings under the EKN, Finnvera, K-sure and D/D secured equipment credit facilities are each secured by liens on the respective 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, Inc. and Sprint Corporation. The covenants under each of the four secured equipment credit facilities are similar to one another and to the covenants of our revolving bank credit facility and EDC agreement.

As of December 31, 2015, our Leverage Ratio, as defined by the revolving bank credit facility, EDC Agreement and all other equipment credit facilities was 4.3 to 1.0. Because our Leverage Ratio exceeded 2.5 to 1.0 at period end, we were restricted from paying cash dividends.

Liquidity and Capital Resources

As of December 31, 2015, our liquidity, including cash and cash equivalents, short-term investments, available borrowing capacity under our revolving bank credit facility and availability under our Receivables Facility was $6.0 billion. Our cash and cash equivalents and short-term investments totaled $2.2 billion as of December 31, 2015 compared to $4.2 billion as of March 31, 2015. As of December 31, 2015, approximately $323 million in letters of credit were outstanding under our $3.3 billion revolving bank credit facility. The amount of the letter of credit required pursuant to the Report and Order was reduced to $256 million as of December 31, 2015. As a result of the outstanding letters of credit, which directly reduce the availability of the revolving bank credit facility, we had approximately $3.0 billion of borrowing capacity available under the revolving bank credit facility as of December 31, 2015. Amounts available under our Receivables facility as of December 31, 2015 totaled $778 million. In addition to the amounts discussed above, as of December 31, 2015, we had a combined available

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borrowing capacity of $645 million under our K-sure and D/D secured equipment credit facilities. Also, as of April 1, 2016, up to $520 million of the third tranche under our Finnvera secured equipment credit facility will be available. However, utilization of these facilities is dependent upon the amount and timing of network-related purchases from the applicable suppliers, as well as the period of time remaining to complete any further borrowings available under each facility.

We offer device financing plans, including the installment billing program and our leasing program, that allow subscribers to forgo traditional service contracts and pay less upfront for devices in exchange for lower monthly service fees, early upgrade options, or both. While a majority of the revenue associated with installment sales is recognized at the time of sale along with the related cost of products, lease revenue is recorded monthly over the term of the lease and the cost of the device is depreciated down to its estimated residual value over the lease term. Because a substantial portion of the cost of a device leased through our direct channel is not recorded as cost of products but rather as depreciation expense, there is a positive impact to Wireless segment earnings compared to when purchased under the installment billing or traditional subsidized programs. If the mix of leased devices continues to increase, we expect this positive impact on the financial results of Wireless segment earnings to continue and depreciation expense to increase. However, this benefit to Wireless segment earnings will be partially offset by the Handset Sale-Leaseback transaction that was consummated in November 2015 where we sold and subsequently leased back certain devices leased to our customers. As a result, our cost of the devices sold to MLS will no longer be recorded as depreciation expense, but rather recognized as rent expense within "Cost of products" during the leaseback periods. The installment billing and leasing programs will continue to require a greater use of operating cash flows in the earlier part of the contracts as the subscriber will generally pay less upfront than traditional subsidized programs because they are financing the device. The Receivables Facility and our relationship with MLS were established as mechanisms to mitigate the use of cash from purchasing devices from OEMs to fulfill our installment billing and leasing programs.

To meet our liquidity requirements, we look to a variety of sources. In addition to our existing cash and cash equivalents, short-term investments, and cash generated from operating activities, we raise funds as necessary from external sources. We rely on the ability to issue debt and equity securities, the ability to access other forms of financing, including debt financing, proceeds from the sale of certain accounts receivable and future lease receivables under our Receivables Facility, proceeds from future device sale-leaseback transactions and the borrowing capacity available under our credit facilities to support our short- and long-term liquidity requirements.

In the third quarter of our fiscal year ending March 31, 2017, we are contractually obligated to make approximately $2.3 billion in principal payments on long-term debt. To maintain an adequate amount of available liquidity and execute our current business plan, which includes, among other things, network deployment and maintenance, subscriber growth, data usage capacity needs and the expected achievement of a cost structure intended to improve profitability and to meet our short-term debt repayment obligations, we will need to continue to raise additional funds from external sources. Our ability to meet our funding requirements, including the $2.3 billion of principal payments on long-term debt due in the quarter ending December 31, 2016, through the next twelve months is dependent upon our ability to obtain external funding and to successfully execute on our cost reduction initiatives. In November 2015, we amended our Receivables Facility to include the sale of future lease receivables, which increased the maximum funding limit under the Receivables Facility to $4.3 billion and extended the maturity to November 2017. As of December 31, 2015, the total amount available to be drawn under the Receivables Facility was $778 million. In December 2015, we entered into agreements (Handset Sale-Leaseback) to sell and lease-back certain devices currently leased to our customers for total proceeds of approximately $1.1 billion. The monthly rental payments for the devices leased back by us will approximate the amount of cash received from the associated customer leases during the weighted average 17 month lease-back period.

Possible future financing sources include additional transactions under the Handset Sale-Leaseback to include additional devices, a transaction to monetize certain network equipment, spectrum holdings or both, refinancing our debt, or sale-leasebacks of certain real estate. In addition, we are pursuing extended payment terms with certain vendors. If we are unable to obtain external funding and execute on our cost reduction initiatives, we would need to modify our existing business plan, which could adversely affect our expectation of long-term benefits from our operations.

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In determining our expectation of future funding needs in the next twelve months and beyond, we have made several assumptions regarding:

• projected revenues and expenses relating to our operations, including those related to our installment billing and leasing programs, along with the success of initiatives such as our expectations of achieving a more competitive cost structure through cost reduction initiatives and increasing our postpaid handset subscriber base;

• cash needs related to our installment billing and device leasing programs;

• current availability of $778 million in funding under the Receivables Facility, which terminates in November 2017;

• continued availability of our revolving bank credit facility, which expires in February 2018, in the amount of $3.3 billion less outstanding letters of credit;

• remaining availability of approximately $1.2 billion of our secured equipment credit facilities (inclusive of availability that we are eligible to draw upon beginning April 1, 2016) for eligible capital expenditures, and any corresponding principal, interest, and fee payments;

• raising additional funds from external sources;

• the expected use of cash and cash equivalents in the near-term;

• anticipated levels and timing of capital expenditures, including assumptions regarding lower unit costs, the capacity additions and upgrading of our networks and the deployment of new technologies in our networks, FCC license acquisitions, and purchases of leased devices from our indirect dealers;

• any additional contributions we may make to our pension plan;

• any scheduled principal payments on debt, including approximately $14.2 billion coming due over the next five years plus interest due on all outstanding debt;

• estimated residual values of devices related to our device lease program; and

• other future contractual obligations and general corporate expenditures.

Our ability to fund our needs from external sources is ultimately affected by the overall capacity of, and financing terms available in the banking and securities markets, and the availability of other financing alternatives, as well as our performance and our credit ratings. Given our recent financial performance as well as the volatility in these markets, we continue to monitor them closely and to take steps to maintain financial flexibility at a reasonable cost of capital.

The outlooks and credit ratings from Moody's Investor Service, Standard & Poor's Ratings Services, and Fitch Ratings for certain of Sprint Corporation's outstanding obligations were:

	Rating
Rating Agency	Issuer Rating	Unsecured  Notes	Guaranteed Notes	Bank Credit Facility	Outlook
Moody's	B3	Caa1	B1	Ba3	Negative
Standard and Poor's	B	B	BB-	BB-	Stable
Fitch	B+	B+	BB	BB	Stable

We expect to execute on a number of initiatives to increase our subscriber base, including continuing to improve the quality of our network. However, if those initiatives are not successful in attracting valuable subscribers, such as postpaid handset (versus tablet) subscribers in particular, depending on the amount of any difference in actual results versus what we currently anticipate, it may make it difficult for us to generate sufficient EBITDA to remain in compliance with our financial covenants or be able to meet our debt service obligations, which could result in acceleration of our indebtedness, or adversely impact our ability to raise additional funding through the sources described above, or both. If such events occur, we may engage with our lenders to obtain appropriate waivers or amendments of our credit facilities or refinance borrowings, or seek funding from other external sources, although there is no assurance we would be successful in any of these actions.

A default under certain of our borrowings could trigger defaults under certain of our other debt obligations, which in turn could result in their maturities being accelerated. Certain indentures and other agreements require compliance with various covenants, including covenants that limit the Company's ability to sell all or substantially all of its assets, limit the Company and its subsidiaries' ability to incur indebtedness and liens, and require that we maintain certain financial ratios, each as defined by the terms of the indentures, related supplemental indentures and other agreements.

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FUTURE CONTRACTUAL OBLIGATIONS

As a result of our Handset Sale-Leaseback agreements, we have additional future contractual obligations of $176 million for the remaining fiscal year 2015, $673 million for fiscal year 2016, and $113 million for fiscal year 2017, in addition to our future contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended March 31, 2015. Below is a graph depicting our future principal maturities of debt as of December 31, 2015.

* This table excludes (i) our unsecured revolving bank credit facility, which will expire in 2018 and has no outstanding balance, (ii) $323 million in letters of credit that were outstanding under the unsecured revolving bank credit facility, and (iii) all capital leases and other financing obligations.

OFF-BALANCE SHEET ARRANGEMENTS

Sprint has an accounts Receivable Facility providing for the sale of eligible wireless service, installment and certain future lease receivables, with a maximum funding limit of $4.3 billion and an expiration date of November 2017. In connection with the Receivables Facility, Sprint formed certain wholly-owned consolidated bankruptcy-remote SPEs. At Sprint's direction, the SPEs sell wireless service, installment and future lease receivables to unaffiliated third parties or to a bank agent. Sales of eligible receivables generally occur daily and are settled on a monthly basis. Sprint pays a fee for the drawn and undrawn portions of the Receivables Facility.

In November, 2015, Sprint also entered into a Handset Sale-Leaseback agreement to sell and lease-back certain leased devices with MLS. In connection with the Handset Sale-Leaseback, Sprint formed certain wholly-owned consolidated bankruptcy-remote SPE Lessees. The SPE Lessees then sold the devices and transferred certain specified customer lease end rights and obligations to MLS in exchange for proceeds totaling $1.1 billion and a DPP of $126 million in December 2015. See the detailed Receivables Facility and Handset Sale-Leaseback discussions within Liquidity and Capital Resources above.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company applies those accounting policies that management believes best reflect the underlying business and economic events, consistent with accounting principles generally accepted in the United States. Inherent in such policies are certain key assumptions and estimates made by management. Management regularly updates its estimates used in the preparation of the consolidated financial statements based on its latest assessment of the current and projected business and general economic environment. Additional information regarding the Company's Critical Accounting Policies and Estimates is included in Item 7 of the Company's Annual Report on Form 10-K for the year ended March 31, 2015.

As discussed in Item 7 of the Company’s Annual Report on Form 10-K for the period ended March 31, 2015, one of our critical accounting policies is the evaluation of goodwill and indefinite-lived assets for impairment. As a result of the SoftBank Merger in July 2013, we recognized indefinite-lived assets at their acquisition-date estimates of fair value. The estimated fair values were determined based on numerous assumptions and estimates, such as Company forecasts, discount rates, growth rates, among others as well as our then-current stock price. During the quarter ended December 31, 2014,

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events and changes in circumstances triggered an impairment evaluation, which resulted in an impairment loss on our Sprint trade name of $1.9 billion. The stock price at December 31, 2015 of $3.62 was below the net book value per share price of $5.12. Subsequent to the balance sheet date, the stock price has decreased further to $2.84 at February 3, 2016. The quoted market price of our stock is not the sole consideration of fair value. Other considerations include, but are not limited to, expectations of future results and an estimated control premium.

Sustained declines in the Company’s operating results, forecasted future cash flows, growth rates and other assumptions as compared to the estimates utilized for the purposes of evaluating our goodwill and indefinite-lived assets as of December 31, 2014, as well as a significant, sustained decline in the Company’s stock price and related market capitalization, could affect the results of future impairment assessments and potentially lead to a future material impairment.

FINANCIAL STRATEGIES

General Risk Management Policies

Our Board of Directors has adopted a financial risk management policy that authorizes us to enter into derivative transactions, and all transactions comply with the policy. We do not purchase or hold any derivative financial instruments for speculative purposes with the exception of equity rights obtained in connection with commercial agreements or strategic investments, usually in the form of warrants to purchase common shares.

Derivative instruments are primarily used for hedging and risk management purposes. Hedging activities may be done for various purposes, including, but not limited to, mitigating the risks associated with an asset, liability, committed transaction or probable forecasted transaction. We seek to minimize counterparty credit risk through credit approval and review processes, credit support agreements, continual review and monitoring of all counterparties, and thorough legal review of contracts. Exposure to market risk is controlled by regularly monitoring changes in hedge positions under normal and stress conditions to ensure they do not exceed established limits.

OTHER INFORMATION

We routinely post important information on our website at www.sprint.com/investors. Information contained on or accessible through our website is not part of this report.

FORWARD-LOOKING STATEMENTS

We include certain estimates, projections and other forward-looking statements in our annual, quarterly and current reports, and in other publicly available material. Statements regarding expectations, including performance assumptions and estimates relating to capital requirements, as well as other statements that are not historical facts, are forward-looking statements.

These statements reflect management's judgments based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. With respect to these forward-looking statements, management has made assumptions regarding, among other things, subscriber and network usage, subscriber growth and retention, technologies, products and services, pricing, operating costs, the timing of various events, and the economic and regulatory environment.

Future performance cannot be assured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include:

• our ability to obtain additional financing, including monetizing certain of our network equipment, spectrum holdings, or both, or to modify the terms of our existing financing, on terms acceptable to us, or at all;

• our ability to continue to receive the expected benefits of the Handset Sale-Leaseback, including additional future tranches;

• our ability to retain and attract subscribers and to manage credit risks associated with our subscribers;

• the ability of our competitors to offer products and services at lower prices due to lower cost structures;

• the effective implementation of our plans to improve the quality of our network, including timing, execution, technologies, costs, and performance of our network;

• failure to improve subscriber churn, bad debt expense, accelerated cash use, costs and write-offs, including with respect to changes in expected residual values related to any of our service plans, including installment billing and leasing programs;

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• the ability to generate sufficient cash flow to fully implement our plans to improve and enhance the quality of our network and service plans, improve our operating margins, implement our business strategies and provide competitive new technologies;

• the effects of vigorous competition on a highly penetrated market, including the impact of competition on the prices we are able to charge subscribers for services and devices we provide and on the geographic areas served by our network;

• the impact of equipment net subsidy costs and leasing handsets; the impact of increased purchase commitments; the overall demand for our service plans, including the impact of decisions of new or existing subscribers between our service offerings; and the impact of new, emerging and competing technologies on our business;

• our ability to provide the desired mix of integrated services to our subscribers;

• our ability to continue to access our spectrum and acquire additional spectrum capacity;

• changes in available technology and the effects of such changes, including product substitutions and deployment costs and performance;

• volatility in the trading price of our common stock, weak economic conditions and our ability to access capital, including debt or equity;

• the impact of various parties not meeting our business requirements, including a significant adverse change in the ability or willingness of such parties to provide products, including distribution, or infrastructure equipment for our network;

• the costs and business risks associated with providing new services and entering new geographic markets;

• the effects of any future merger or acquisition involving us, as well as the effect of mergers, acquisitions and consolidations, and new entrants in the communications industry, and unexpected announcements or developments from others in our industry;

• our ability to comply with restrictions imposed by the U.S. Government as a condition to our merger with SoftBank;

• the effects of any material impairment of our goodwill or other indefinite-lived intangible assets;

• unexpected results of litigation filed against us or our suppliers or vendors;

• the costs or potential customer impact of compliance with regulatory mandates including, but not limited to, compliance with the FCC's Report and Order to reconfigure the 800 MHz band and government regulation regarding "net neutrality";

• equipment failure, natural disasters, terrorist acts or breaches of network or information technology security;

• one or more of the markets in which we compete being impacted by changes in political, economic or other factors such as monetary policy, legal and regulatory changes, or other external factors over which we have no control;

• the impact of being a "controlled company" exempt from many corporate governance requirements of the NYSE; and

• other risks referenced from time to time in this report and other filings of ours with the SEC, including Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended March 31, 2015.

The words "may," "could," "should," "estimate," "project," "forecast," "intend," "expect," "anticipate," "believe," "target," "plan" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are found throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this report. Readers are cautioned that other factors, although not listed above, could also materially affect our future performance and operating results. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. We are not obligated to publicly release any revisions to forward-looking statements to reflect events after the date of this report, including unforeseen events.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are primarily exposed to the market risk associated with unfavorable movements in interest rates, foreign currencies, and equity prices. The risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes in those factors. There have been no material changes to our market risk policies or our market risk sensitive instruments and positions as described in our Annual Report on Form 10-K for the year ended March 31, 2015.

Item 4. Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports under the Securities Exchange Act of 1934, such as this Quarterly Report on Form 10-Q, is reported in accordance with the SEC's rules. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q as of December 31, 2015, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the disclosure controls and procedures were effective as of December 31, 2015 in providing reasonable assurance that information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and in providing reasonable assurance that the information is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.

Internal controls over our financial reporting continue to be updated as necessary to accommodate modifications to our business processes and accounting procedures. There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In March 2009, a stockholder brought suit, Bennett v. Sprint Nextel Corp., in the U.S. District Court for the District of Kansas, alleging that Sprint Communications and three of its former officers violated Section 10(b) of the Exchange Act and Rule 10b-5 by failing adequately to disclose certain alleged operational difficulties subsequent to the Sprint-Nextel merger, and by purportedly issuing false and misleading statements regarding the write-down of goodwill. The plaintiff sought class action status for purchasers of Sprint Communications common stock from October 26, 2006 to February 27, 2008. On January 6, 2011, the Court denied the motion to dismiss. Subsequently, our motion to certify the January 6, 2011 order for an interlocutory appeal was denied. On March 27, 2014, the court certified a class including bondholders as well as stockholders. On April 11, 2014, we filed a petition to appeal that certification order to the Tenth Circuit Court of Appeals. The petition was denied on May 23, 2014. After mediation, the parties reached an agreement to settle the matter, and the settlement amount was substantially paid by the Company's insurers. The district court granted final approval of the settlement in August, 2015, and the case is now completed.

In addition, five related stockholder derivative suits were filed against Sprint Communications and certain of its present and/or former officers and directors. The first, Murphy v. Forsee, was filed in state court in Kansas on April 8, 2009, was removed to federal court, and was stayed by the court pending resolution of the motion to dismiss the Bennett case; the second, Randolph v. Forsee, was filed on July 15, 2010 in state court in Kansas, was removed to federal court, and was remanded back to state court; the third, Ross-Williams v. Bennett, et al., was filed in state court in Kansas on February 1, 2011; the fourth, Price v. Forsee, et al., was filed in state court in Kansas on April 15, 2011; and the fifth, Hartleib v. Forsee, et. al., was filed in federal court in Kansas on July 14, 2011. These cases were essentially stayed while the Bennett case was pending, and the stay has been extended to allow the parties the opportunity to pursue settlement. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

Sprint Communications, Inc. is also a defendant in a complaint filed by stockholders of Clearwire Corporation asserting claims for breach of fiduciary duty by Sprint Communications, and related claims and otherwise challenging the Clearwire Acquisition. ACP Master, LTD, et al. v. Sprint Nextel Corp., et al., was filed April 26, 2013, in Chancery Court in Delaware. Our motion to dismiss the suit was denied, and discovery is substantially complete. Plaintiffs in the ACP Master, LTD suit have also filed suit requesting an appraisal of the fair value of their Clearwire stock. Discovery in that case was consolidated with the breach of fiduciary duty case and is substantially complete. Sprint Communications intends to defend the ACP Master, LTD cases vigorously. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

Various other suits, inquiries, proceedings and claims, either asserted or unasserted, including purported class actions typical for a large business enterprise and intellectual property matters, are possible or pending against us. If our interpretation of certain laws or regulations, including those related to various federal or state matters such as sales, use or property taxes, or other charges were found to be mistaken, it could result in payments by us. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position or results of operations. During the quarter ended December 31, 2015, there were no material developments in the status of these legal proceedings.

Item 1A. Risk Factors

There have been no material changes to our risk factors as described in our Annual Report on Form 10-K for the year ended March 31, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

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Item 4. Mine Safety Disclosures

None

Item 5. Other Information

Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities Exchange Act of 1934. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, including, among other matters, transactions or dealings relating to the government of Iran. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

After the merger with SoftBank, SoftBank acquired control of Sprint. During the three-month period ended December 31, 2015, SoftBank, through one of its non-U.S. subsidiaries, provided roaming services in Iran through Telecommunications Services Company (MTN Irancell), which is or may be a government-controlled entity. During such period, SoftBank had no gross revenues from such services and no net profit was generated. This subsidiary also provided telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan. During the three-month period ended December 31, 2015, SoftBank estimates that gross revenues and net profit generated by such services were both under $2,000. Sprint was not involved in, and did not receive any revenue from, any of these activities. These activities have been conducted in accordance with applicable laws and regulations, and they are not sanctionable under U.S. or Japanese law. Accordingly, with respect to Telecommunications Services Company (MTN Irancell), the relevant SoftBank subsidiary intends to continue such activities. With respect to services provided to accounts affiliated with the Embassy of Iran in Japan, the relevant SoftBank subsidiary is obligated under contract to continue such services.

Item 6. Exhibits

The Exhibit Index attached to this Quarterly Report on Form 10-Q is hereby incorporated by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SPRINT CORPORATION (Registrant)
By:	/s/    PAUL W. SCHIEBER, JR.
	Paul W. Schieber, Jr. Vice President and Controller (Principal Accounting Officer)

Date: February 4, 2016

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Exhibit Index

Exhibit No.	Exhibit Description	Form	Incorporated by Reference			Filed/Furnished Herewith
			SEC File No.	Exhibit	Filing Date
(3) Articles of Incorporation and Bylaws
3.1	Amended and Restated Certificate of Incorporation	8-K	001-04721	3.1	7/11/2013
3.2	Amended and Restated Bylaws	8-K	001-04721	3.2	8/7/2013
(10) Material Contracts
10.1	First Step Transfer Agreement, dated as of November 19, 2015, among the originators from time to time party thereto, the lessees from time to time party thereto and Sprint Spectrum L.P.	8-K	001-04721	10.1	11/20/2015
10.2	First Amendment to First Step Transfer Agreement, dated as of December 2, 2015, among the originators from time to time party thereto and SLV-III LLC, as lessee representative					*
10.3	Second Step Transfer Agreement, dated as of November 19, 2015, among the lessees from time to time party thereto and Mobile Leasing Solutions, LLC	8-K	001-04721	10.2	11/20/2015
10.4	First Amendment to Second Step Transfer Agreement, dated as of December 2, 2015, among Mobile Leasing Solutions LLC and SLV-III LLC, as lessee representative					*
10.5	Master Lease Agreement, dated as of November 19, 2015, among Mobile Leasing Solutions, LLC, the lessees from time to time party thereto, Sprint Spectrum L.P. and Mizuho Bank, Ltd., as collateral agent	8-K	001-04721	10.3	11/20/2015
10.6	Performance Support Agreement, dated as of November 19, 2015, by Sprint Corporation in favor of Mobile Leasing Solutions, LLC	8-K	001-04721	10.4	11/20/2015
10.7	Guaranty, dated as of November 19, 2015, by Sprint Corporation in favor of Mobile Leasing Solutions, LLC	8-K	001-04721	10.5	11/20/2015
10.8	Second Amended and Restated Receivables Purchase Agreement, dated as of November 19, 2015, by and among Sprint Spectrum L.P., as servicer, certain Sprint special purpose entities, as sellers, certain commercial paper conduits and financial institutions from time to time party thereto, as purchasers, the entities from time to time party thereto as purchaser agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, SMBC Nikko Securities America, Inc., as administrative agent, and Mizuho Bank, Ltd., as administrative agent and collateral agent	8-K	001-04721	10.6	11/20/2015
10.9	Second Amended and Restated Receivables Sale and Contribution Agreement, dated as of November 19, 2015, by and among certain Sprint subsidiaries as originators and special purpose entities	8-K	001-04721	10.7	11/20/2015
10.10	Fourth Amendment to Employment Agreement, effective November 6, 2015, by and between Sprint Nextel Corporation, now known as Sprint Communications, Inc., and Joseph Euteneuer	8-K	001-04721	10.1	11/12/2015

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Exhibit No.	Exhibit Description	Form	Incorporated by Reference			Filed/Furnished Herewith
			SEC File No.	Exhibit	Filing Date
10.11	Employment Agreement, dated May 1, 2015, by and between Sprint Corporation and Roger Solé Rafols					*
10.12	Employment Agreement, dated January 2, 2016, by and between Sprint Corporation and Jorge Gracia					*
10.13	Second Amendment to Second Step Transfer Agreement, effective as of December 2, 2015, by and between Mobile Leasing Solutions, LLC and SLV-III, LLC, as lessee representative					*
(12) Statement re Computation of Ratios
12	Computation of Ratio of Earnings to Fixed Charges					*
(31) and (32) Officer Certifications
31.1	Certification of Chief Executive Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)					*
31.2	Certification of Chief Financial Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)					*
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002					*
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002					*
(101) Formatted in XBRL (Extensible Business Reporting Language)
101.INS	XBRL Instance Document					*
101.SCH	XBRL Taxonomy Extension Schema Document					*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					*

_________________

* Filed or furnished, as required.

64

EX-10.2

Exhibit 10.2

EXECUTION COPY

FIRST AMENDMENT TO FIRST STEP TRANSFER AGREEMENT

This FIRST AMENDMENT TO FIRST STEP TRANSFER AGREEMENT (this “Amendment”) is entered into as of December 2, 2015, among THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (the “Originators”) and SLV-III LLC, a Cayman Islands exempted company, as Lessee Representative for the Lessees (the “Lessee Representative”).

R E C I T A L S:

A.    The Originators, the Servicer and the Lessees are parties to the First Step Transfer Agreement, dated as of November 19, 2015 and effective as of the Lease Closing Date (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Step Transfer Agreement”).

B.    The Originators and the Lessees wish to amend the First Step Transfer Agreement to, among other things, reduce the Related Distribution Amount, subject to the terms and conditions herein set forth.

C.    Pursuant to Section 7.1 of the First Step Transfer Agreement and Section 8.14(a)(vii) of the Second Step Transfer Agreement, the Lessee Representative is authorized to execute and deliver any amendments, consents, waivers or other instruments related to the First Step Transfer Agreement and the other Transaction Documents on behalf of the Lessees (and any such amendment, consent, waiver or other instrument shall be binding upon and enforceable against such other Lessee to the same extent as if made directly by such Lessee).

In consideration of the mutual agreements contained in this Amendment, and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties to this Amendment agree as follows:

Section 1.Definitions and Interpretation.

1.1    Definitions. Unless otherwise defined, capitalized terms used herein shall have the meanings given to them in the First Step Transfer Agreement.

1.2    Interpretation. This Amendment shall be construed and interpreted in accordance with Section 1.2 of the First Step Transfer Agreement.

Section 2.Amendment to First Step Transfer Agreement. Schedules I, II and III of the First Step Transfer Agreement are hereby amended and restated in their entirety as set forth on Schedules I, II and III hereto.

Section 3.Effectiveness. This Amendment shall become effective on the Lease Closing Date.

Section 4.     Representations and Warranties. The Lessee Representative (on behalf of each Lessee) represents and warrants to each Originator, and each Originator represents and warrants to the Lessee Representative (on behalf of each Lessee), as of the Lease Closing Date, as follows:

4.1    Power and Authority; Due Authorization. It (i) has all necessary power and authority to (A) execute and deliver this Amendment and (B) carry out the terms of and perform its obligations hereunder and (ii) has duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, the execution, delivery and performance of this Amendment.

4.2    Binding Obligations. This Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.3    Non-Violation. The consummation of the transactions contemplated by this Amendment and the performance by it of the terms hereof and thereof will not, (i) violate or result in a default under (A) its articles or certificate of incorporation, memorandum and articles of association, by‑laws, certificate of formation, limited liability company agreement, partnership agreement, or other organizational documents, as applicable, or (B) any material indenture or other material agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument except for any Lien that could not reasonably be expected to have a Material Adverse Effect or arising under the Transaction Documents, or (iii) violate in any material respect any Law applicable to it or any of its properties.

4.4    Representations and Warranties in First Step Transfer Agreement. The representations and warranties made by it in the First Step Transfer Agreement as amended hereby are true and correct in all material respects (except that any representation and warranty that is qualified by materiality, Material Adverse Effect or similar language will be true and correct (after giving effect to any qualification therein) in all respects) on and as of the Lease Closing Date as though made on and as of the Lease Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date.

4.5    No Lease Event of Default. No Lease Default or Lease Event of Default exists before, nor will occur immediately after, giving effect to this Amendment or observing any provision hereof.

4.6    Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for its due execution, delivery and performance of this Amendment or the transactions contemplated hereby, except, as applicable filings with the Securities Exchange Commission to the extent required by applicable Law.

Section 5.    Miscellaneous.

5.1    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.2    Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or

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unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.3    Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.4    Transaction Documents Unaffected. Each reference to the First Step Transfer Agreement in any Transaction Document shall hereafter be construed as a reference to the First Step Transfer Agreement as amended hereby. This Amendment is a Sprint Transaction Document.

5.5    Execution in Counterparts; Integration. This Amendment may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Executed counterparts may be delivered electronically. This Amendment, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

5.6    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized signatories, as of the date first above written.

SLV- III LLC, as Lessee Representative

By: /s/ Stefan K. Schnopp            

Name: Stefan K. Schnopp

Title: Director

Amendment to First Step Transfer Agreement

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized signatories, as of the date first above written.

SPRINT SPECTRUM L.P.

SPRINTCOM, INC.

NORTHERN PCS SERVICES, LLC

SPRINT TELEPHONY PCS, L.P.

AMERICAN PCS COMMUNICATIONS, LLC

PHILLIECO, L.P.

TEXAS TELECOMMUNICATIONS, LP

ALAMOSA WISCONSIN LIMITED PARTNERSHIP

AIRGATE PCS, INC.

UBIQUITEL OPERATING COMPANY

LOUISIANA UNWIRED, LLC

GEORGIA PCS MANAGEMENT, L.L.C.

INDEPENDENT WIRELESS ONE CORPORATION

SOUTHWEST PCS, L.P.

ALAMOSA MISSOURI, LLC

WASHINGTON OREGON WIRELESS, LLC

IPCS WIRELESS, INC.

GULF COAST WIRELESS LIMITED PARTNERSHIP

HORIZON PERSONAL COMMUNICATIONS, INC.

BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC, each an Originator

By: /s/ Tarek A. Robbiati        

Name:    Tarek A. Robbiati

Title: Treasurer

Amendment to First Step Transfer Agreement

ENTERPRISE COMMUNICATIONS PARTNERSHIP

an Originator

By: SprintCom ECP I, L.L.C.,

its General Partner

By:     /s/ Tarek A. Robbiati            

Name: Tarek A. Robbiati

Title: Treasurer

By: SprintCom ECP II, L.L.C.,

its General Partner

By:     /s/ Tarek A. Robbiati            

Name: Tarek A. Robbiati

Title: Treasurer

TEXAS UNWIRED

an Originator

By: Louisiana Unwired LLC, as Partner

By: /s/ Tarek A. Robbiati            

Name: Tarek A. Robbiati

Title: Treasurer

By: US Unwired Inc., as Partner

By: /s/ Tarek A. Robbiati            

Name: Tarek A. Robbiati

Title: Treasurer

Amendment to First Step Transfer Agreement

Consented to and Agreed:

MOBILE LEASING SOLUTIONS, LLC,

as Lessor

By: /s/ Jeffrey P. Krisel        

Name: Jeffrey P. Krisel

Title: President

Amendment to First Step Transfer Agreement

Consented to and Agreed:

MIZUHO BANK, LTD.,

as Collateral Agent

By: /s/ Takashi Watanabe                                                Name:     Takashi Watanabe

Title: Senior Vice Pesident

Amendment to First Step Transfer Agreement

SPRINT SPECTRUM L.P.,

as Servicer

By:/s/ Tarek A. Robbiati

Name:    Tarek A. Robbiati

Title: Treasurer

Amendment to First Step Transfer Agreement

Schedule I

DEVICES

See File leaseco_to_sprint_20151201_B.csv.

Schedule II

CUSTOMER LEASES

See File leaseco_to_sprint_20151201_B.csv.

Schedule III

RELATED DISTRIBUTION AMOUNT

Related Originator	Related Lessee	Related Distribution
SprintCom, Inc.	SLV- I LLC	$361,263,237.25
Enterprise Communications Partnership	SLV- II LLC	$922,326.67
Sprint Spectrum L.P.	SLV- III LLC	$482,657,578.76
Northern PCS Services, LLC	SLV- IV LLC	$3,710,624.58
Sprint Telephony PCS, L.P.	SLV- V LLC	$106,203,890.29
American PCS Communications, LLC	SLV- VI LLC	$39,120,026.96
PhillieCo, L.P.	SLV- VII LLC	$28,040,475.05
Texas Telecommunications, LP	SLV- VIII LLC	$15,354,766.56
Alamosa Wisconsin Limited Partnership	SLV- IX LLC	$5,471,476.21
AirGate PCS, Inc.	SLV- X LLC	$13,720,606.28
UbiquiTel Operating Company	SLV- XI LLC	$18,625,595.01
Louisiana Unwired, LLC	SLV- XII LLC	$8,862,368.43
Georgia PCS Management, L.L.C.	SLV- XIII LLC	$1,167,036.90
Texas Unwired	SLV- XIV LLC	$1,073,759.45
Independent Wireless One Corporation	SLV- XV LLC	$10,313,906.73
Southwest PCS, LP	SLV- XVI LLC	$4,297,147.82
Alamosa Missouri, LLC	SLV- XVII LLC	$4,140,637.10
Washington Oregon Wireless, LLC	SLV- XVIII LLC	$3,540,990.00
iPCS Wireless, Inc.	SLV- XIX LLC	$14,941,315.40
Gulf Coast Wireless Limited Partnership	SLV- XX LLC	$3,793,587.91
Horizon Personal Communications, Inc.	SLV- XXI LLC	$4,523,927.18
Bright Personal Communications Services, LLC	SLV- XXII LLC	$4,728,234.18

EX-10.4

Exhibit 10.4

EXECUTION COPY

FIRST AMENDMENT TO SECOND STEP TRANSFER AGREEMENT

This FIRST AMENDMENT TO SECOND STEP TRANSFER AGREEMENT (this “Amendment”) is entered into as of December 2, 2015, between MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company (the “Buyer”) and SLV-III LLC, a Cayman Islands exempted company, as Lessee Representative for the Lessees (the “Lessee Representative”).

R E C I T A L S:

A.    The Buyer, the Lessee Representative and the other Lessees are parties to the Second Step Transfer Agreement, dated as of November 19, 2015 and effective as of the Lease Closing Date (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Step Transfer Agreement”).

B.    The Buyer and the Lessees wish to amend the Second Step Transfer Agreement to, among other things, reduce the Cash Purchase Price, subject to the terms and conditions herein set forth.

C.    Pursuant to Section 8.1 and Section 8.14(a)(vii) of the Second Step Transfer Agreement, the Lessee Representative is authorized to execute and deliver any amendments, consents, waivers or other instruments related to the Second Step Transfer Agreement and the other Transaction Documents on behalf of the Lessees (and any such amendment, consent, waiver or other instrument shall be binding upon and enforceable against such other Lessee to the same extent as if made directly by such Lessee).

In consideration of the mutual agreements contained in this Amendment, and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties to this Amendment agree as follows:

Section 1.Definitions and Interpretation.

1.1    Definitions. Unless otherwise defined, capitalized terms used herein shall have the meanings given to them in the Second Step Transfer Agreement.

1.2    Interpretation. This Amendment shall be construed and interpreted in accordance with Section 1.2 of the Second Step Transfer Agreement.

Section 2.Amendment to Second Step Transfer Agreement.

2.1    Section 3.1 of the Second Step Transfer Agreement is hereby amended and restated in its entirety and replaced with the following:

“Deferred Purchase Price Amount. The Buyer shall pay the Lessee Representative, on behalf of the Lessees, on any Settlement Date in accordance with the Waterfall, an aggregate amount (which shall not be less than zero) (the “Deferred Purchase Price Amount”) equal to (I)(a) the sum of (i) the aggregate Deferred Purchase Price plus (ii) the remainder of (x) the aggregate amount of Deferred Purchase Price Interest accrued to

such date minus (y) the aggregate amount of Deferred Purchase Price Interest paid to the Lessees to such date minus (b) the sum of (i) the aggregate amount of Rent Payment Shortfalls to such date without duplication of any amounts deducted from the calculation of Contingent Rent Purchase Price and Net Device Losses plus (ii) the aggregate Net Device Losses to such date minus (II) the aggregate amount paid to such date pursuant to clause (I).”

2.2    Schedules I, II, III and VI of the Second Step Transfer Agreement are hereby amended and restated in their entirety as set forth on Schedules I, II, III and VI hereto.

Section 3.Effectiveness. This Amendment shall become effective on the Lease Closing Date.

Section 4.    Representations and Warranties. The Lessee Representative (on behalf of each Lessee) represents and warrants to the Buyer, and the Buyer represents and warrants to the Lessee Representative (on behalf of each Lessee), as of the Lease Closing Date, as follows:

4.1    Power and Authority; Due Authorization. It (i) has all necessary power and authority to (A) execute and deliver this Amendment and (B) carry out the terms of and perform its obligations hereunder and (ii) has duly authorized by all necessary corporate or limited liability company action, as applicable, the execution, delivery and performance of this Amendment.

4.2    Binding Obligations. This Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.3    Non-Violation. The consummation of the transactions contemplated by this Amendment and the performance by it of the terms hereof and thereof will not, (i) violate or result in a default under (A) its articles or certificate of incorporation, memorandum and articles of association, by‑laws, certificate of formation, limited liability company agreement, or other organizational documents, as applicable, or (B) any material indenture or other material agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument except for any Lien that could not reasonably be expected to have a Material Adverse Effect or arising under the Transaction Documents, or (iii) violate in any material respect any Law applicable to it or any of its properties.

4.4    Representations and Warranties in Second Step Transfer Agreement. The representations and warranties made by it in the Second Step Transfer Agreement as amended hereby are true and correct in all material respects (except that any representation and warranty that is qualified by materiality, Material Adverse Effect or similar language will be true and correct (after giving effect to any qualification therein) in all respects) on and as of the Lease Closing Date as though made on and as of the Lease Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date.

4.5    No Lease Event of Default. No Lease Default or Lease Event of Default exists before, nor will occur immediately after, giving effect to this Amendment or observing any provision hereof.

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4.6    Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for its due execution, delivery and performance of this Amendment or the transactions contemplated hereby, except, as applicable filings with the Securities Exchange Commission to the extent required by applicable Law.

Section 5.    Miscellaneous.

5.1    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.2    Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.3    Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.4    Transaction Documents Unaffected. Each reference to the Second Step Transfer Agreement in any Transaction Document shall hereafter be construed as a reference to the Second Step Transfer Agreement as amended hereby. This Amendment is a Sprint Transaction Document.

5.5    Execution in Counterparts; Integration. This Amendment may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Executed counterparts may be delivered electronically. This Amendment, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

5.6    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized signatories, as of the date first above written.

SLV- III LLC, as Lessee Representative

By: /s/ Stefan K. Schnopp            

Name: Stefan K. Schnopp

Title: Director

Amendment to Second Step Transfer Agreement

MOBILE LEASING SOLUTIONS, LLC,

as Buyer

By: /s/ Jeffrey P. Krisel        

Name: Jeffrey P. Krisel

Title: President

Amendment to Second Step Transfer Agreement

Schedule I

Devices

See File leaseco_to_sprint_20151201_B.csv.

Schedule II

Related Customer Leases

See File leaseco_to_sprint_20151201_B.csv.

Schedule III

Cash Purchase Price and Deferred Purchase Price

Total Cash Purchase Price	Total Deferred Purchase Price
$1,136,473,514.72	$126,318,968.05

See File leaseco_to_sprint_20151201_B.csv. for the Cash Purchase Price and Deferred Purchase Price with respect to each Device and Customer Lease-End Rights and Obligations

Schedule VI

Additional Definitions

“Deferred Purchase Price Interest” means interest on the amount of Deferred Purchase Price outstanding calculated at a rate of 5.30% per annum.

EX-10.11

Exhibit 10.11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2015, by and between Sprint Corporation, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities, and Roger Solé Rafols (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”) and shall become effective on the Executive’s first day of employment with the Company in the U.S. (“the Effective Date”). Certain capitalized terms are defined in Section 29.

WITNESSETH:

WHEREAS, the Executive serves the Company as Senior Vice President Hispanic Market and Senior Vice President Innovation; and

WHEREAS, the Executive and the Company desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree as follows:

1.Employment.

(a)This Agreement is contingent upon the Executive obtaining the appropriate work visa permitting the Executive’s employment by the Company in the U.S. and the Executive entering the U.S. and commencing employment with the Company.

(b)The Company will employ the Executive and the Executive will be employed by the Company upon the terms and conditions set forth herein.

(c)The employment relationship between the Company and the Executive shall be governed by the general employment policies and practices of the Company, including without limitation, those relating to the Company’s Code of Conduct, confidential information and avoidance of conflicts, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

2.Term. Subject to termination under Section 9, the Executive’s employment shall be for an initial term of 24 months commencing on the Effective Date and shall continue through the second anniversary of the Effective Date (the “Initial Employment Term”). At the end of the Initial Employment Term and on each succeeding anniversary of the Effective Date, the Employment Term will be automatically extended by an additional 12 months (each, a “Renewal Term”), unless, not less than 12 months prior to the end of the Initial Employment Term or any Renewal Term, either the Executive or the Company has given the other written notice (in accordance with Section 20) of nonrenewal. The Executive shall provide the Company with written notice of his intent to terminate employment with the Company at least 30 days prior to the effective date of such termination.

Rafols Employment Agreement                                    Page 1 of 27

3.Position and Duties of the Executive.

(a)The Executive shall serve as Senior Vice President Hispanic Market and Senior Vice President Innovation, and agrees to serve as an officer of any enterprise and/or agrees to be an employee of any Subsidiary as may be requested from time to time by the Board of Directors of the Company (the “Board”), any committee or person delegated by the Board or the Chief Executive Officer of the Company (the “Chief Executive Officer”). In such capacity, the Executive shall report directly to the Chief Executive Officer of the Company or such other officer of the Company as may be designated by the Chief Executive Officer. The Executive shall have such duties, responsibility and authority as may be assigned to the Executive from time to time by the Chief Executive Officer, the Board or such other officer of the Company as may be designated by the Chief Executive Officer or the Board.

(b)During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed to in writing by the Company, during reasonable vacations (as set forth in Section 7 hereof) and authorized leave and except as may from time to time otherwise be permitted pursuant to Section 3(c), devote his best efforts, full attention and energies during his normal working time to the business of the Company, to any duties as may be delineated in the Company’s Bylaws for the Executive’s position and title and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board, any committee or person designated by the Board, or the Chief Executive Officer, in each case, within the framework of the Company’s policies and objectives.

(c)During the Employment Term, and provided that such activities do not contravene the provisions of Section 3(a) or (b) or Sections 10, 11, 12 or 13 hereof and, providedfurther, the Executive does not engage in any other substantial business activity for gain, profit or other pecuniary advantage which materially interferes with the performance of his duties hereunder, the Executive may participate in any governmental, educational, charitable or other community affairs and, subject to the prior approval of the Chief Executive Officer serve as a member of the governing board of any such organization or any private or public for-profit company. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such fees.

4.Compensation.

(a)Base Salary. During the Employment Term, the Company shall pay to the Executive an annual base salary of $435,000 (the “Base Salary”), which Base Salary shall be payable at the times and in the manner consistent with the Company’s general policies regarding compensation of the Company’s senior executives. The Base Salary will be reviewed periodically by the Chief Executive Officer and may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time in the Chief Executive Officer’s sole discretion.

Rafols Employment Agreement                                    Page 2 of 27

(b)Incentive Compensation. The Executive will be eligible to participate in any short-term and long-term incentive compensation plans, annual bonus plans and such other management incentive programs or arrangements of the Company approved by the Board that are generally available to the Company’s senior executives, including, but not limited to, the STIP and the LTSIP. Incentive compensation shall be paid in accordance with the terms and conditions of the applicable plans, programs and arrangements.

(i)Annual Performance Bonus. During the Employment Term, the Executive shall be entitled to participate in the STIP, with such opportunities as may be determined by the Chief Executive Officer in his sole discretion (“Target Bonuses”), and as may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time, and the Executive shall be entitled to receive full payment of any award under the STIP, determined pursuant to the STIP (a “Bonus Award”).

(ii)Long-Term Performance Bonus. During the Employment Term, the Executive shall be entitled to participate in the LTSIP with such opportunities, if any, as may be determined by the Chief Executive Officer (“LTSIP Target Award Opportunities”).

(iii)Incentive bonuses, if earned, shall be paid when incentive compensation is customarily paid to the Company’s senior executives in accordance with the terms of the applicable plans, programs or arrangements.

(iv)Pursuant to the Company’s applicable incentive or bonus plans as in effect from time to time, the Executive’s incentive compensation during the term of this Agreement may be determined according to criteria intended to qualify as performance-based compensation under Section 162(m) of the Code.

(c)Equity Compensation. The Executive shall be eligible to participate in such equity incentive compensation plans and programs as the Company generally provides to its senior executives, including, but not limited to, the LTSIP. During the Employment Term, the Compensation Committee may, in its sole discretion, grant equity awards to the Executive, which would be subject to the terms of the respective award agreements evidencing such grants and the applicable plan or program.

(d)Sign-On Compensation.

(i)Unless already paid out under Section 5.1 of Executive’s employment agreement with Sprint Brasil Serviços de Telecomunicações, Ltda. (“Sprint Brasil”), the Executive shall receive an amount up to $100,000, less applicable withholdings, to the extent of the forfeiture of Executive’s 2015 annual retainer payment at TIM Brasil as a result of his

Rafols Employment Agreement                                    Page 3 of 27

employment hereunder, payable within 30 days of validation of such forfeiture, which amount shall be repaid if Executive’s employment terminates within one year after the Effective Date other than for reasons provided in Sections 9(b) through (e).

(ii)Conditioned on the Executive’s employment with either Sprint Brasil or the Company commencing on or before July 30, 2015, the Executive shall receive $500,000, payable in $100,000 installments, less applicable withholdings, within 30 days after the Effective Date and on the 6-month, 12-month, 18-month and 24-month anniversaries of the Effective Date, any of which amount(s) paid shall be repaid and unpaid installment amount(s) forfeited to the extent Executive’s employment terminates within one year after a payment date other than for reasons provided in Sections 9(b) through (e). For the avoidance of doubt, any installment amounts paid more than one year prior to a termination will not have to be repaid. To the extent the Executive received any corresponding payments under Section 5.2 of the Executive’s employment agreement with Sprint Brasil, the parties agree that the Executive only will be entitled to an aggregate amount of $500,000 such that any payments made while employed with Sprint Brasil will be offset from any payments made under this Section 4(d)(ii). 

(iii)Should Executive’s entitlement to this Sign-On Compensation bonus be triggered while employed in Brasil but his employment with Sprint Brasil be terminated due to the granting of Executive’s authorization to work in the U.S. and subsequent relocation of the Executive to the U.S. to commence work before all installments have been made, the parties agree that the remainder of the installments shall be paid under this Agreement. For avoidance of doubt, in no event shall Executive be entitled to receive the Sign-On Compensation under both this Agreement and the Sprint Brasil Employment Agreement.

(iv)To the extent Executive receives any severance pay or benefit, i.e., the severance payment of 40% of amounts accrued in Executive’s FGTS fund during his employment with Sprint Brasil and any pay in lieu of notice, upon the termination of his employment with Sprint Brasil (collectively “Brasil Severance”), the parties agree that those amounts will be offset from the first installment of the Sign-On Compensation bonus payable in the U.S. (i.e., after the start date of the U.S. Employment Agreement). Should the aggregate of any such Brasil Severance exceed the amount of the first installment of the Sign-On Compensation bonus payable in the U.S., the remaining amount should be offset against subsequent installments of the Sign-On Compensation payments provided under this agreement.

(e)Adjustment of Compensation Payments While Employed by Sprint Brasil. Because of the current Brazilian real exchange rate volatility, the Parties agree that the first installment of the Sign-On Compensation bonus payable in the U.S. (i.e.

Rafols Employment Agreement                                    Page 4 of 27

after the start of the U.S. Employment Agreement) should be either increased or reduced based on the variation of the Brazilian real compared to the U.S. dollar during the term of Executive’s employment with Sprint Brasil. For the avoidance of doubt, if the aggregate of all payments made in Brazil in Brazilian reais, when converted into U.S. dollars in accordance with Sprint’s standard process and policy for currency conversions at the rates effective on payment dates, exceed the respective amounts originally set in U.S. dollars (which are set in the Offer Letter), the amount of the first installment of the Hiring Bonus payable in the U.S. (i.e. after the start of the U.S. Employment Agreement) will be reduced by such amount. If the aggregate of all payments made in Brazil in Brazilian reais, when converted to U.S. dollars in accordance with Sprint’s standard process and policy for currency conversions at the rates effective on payment dates, is less than the respective amounts originally set in U.S. dollars (which are set in the Offer Letter), the amount of the first installment of the Hiring Bonus payable in the U.S. (i.e. after the start of the U.S. Employment Agreement) will be increased by such amount.

5.Benefits.

(a)During the Employment Term, the Company shall make available to the Executive, subject to the terms and conditions of the applicable plans, participation for the Executive and his eligible dependents in: (i) Company-sponsored group health, major medical, dental, vision, pension and profit sharing, 401(k) and employee welfare benefit plans, programs and arrangements (the “Employee Plans”) and such other usual and customary benefits in which senior executives of the Company participate from time to time, and (ii) such fringe benefits and perquisites as may be made available to senior executives of the Company as a group.

(b)The Executive acknowledges that the Company may change its benefit programs from time to time, which may result in certain benefit programs being amended or terminated for its senior executives generally.

6.Expenses. The Company shall pay or reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection with his duties on behalf of the Company in accordance with the Company’s Enterprise Financial Services-Employee Travel and Expense Policy, as may be amended from time to time, or any successor policy, plan, program or arrangement thereto and any other of its expense policies applicable to senior executives of the Company, following submission by the Executive of reimbursement expense forms in a form consistent with such expense policies.

7.Vacation. In addition to such holidays, sick leave, personal leave and other paid leave as is allowed under the Company’s policies applicable to senior executives generally, the Executive shall be entitled to participate in the Company’s vacation policy in accordance with the Company’s policy generally applicable to senior executives. The duration of such vacations and the time or times when they shall be taken will be determined by the Executive in consultation with the Company.

8.Place of Performance. In connection with his employment by the Company, the Executive shall be based at the principal executive offices of the Company in the vicinity of

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Overland Park, Kansas (the “Place of Performance”), except for travel reasonably required for Company business and except for the temporary assignment of Executive in Rio de Janeiro, Brazil pending an effective US work authorization, following which the Executive will relocate his residence to the area surrounding his Place of Performance, in accordance with the Company’s relocation policy applicable to senior executives. If the Company relocates the Executive’s Place of Performance more than 50 miles from his Place of Performance prior to such relocation, the Executive shall relocate to a residence within the greater of (a) 50 miles of such relocated Place of Performance or (b) such total miles that do not exceed the total number of miles the Executive commuted to his Place of Performance prior to relocation of the Executive’s Place of Performance. To the extent the Executive relocates his residence as provided in this Section 8, the Company will pay or reimburse the Executive’s relocation expenses in accordance with the Company’s relocation policy applicable to senior executives.

9.Termination.

(a)Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns without Good Reason, the Executive shall not be eligible to receive Base Salary or to participate in any Employee Plans with respect to future periods after the date of such termination or resignation except for the right to receive accrued but unpaid cash compensation and vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.

(b)Termination by the Company Without Cause or Resignation by the Executive for Good Reason outside of the CIC Severance Protection Period. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminates for Good Reason prior to, or following expiration of, the CIC Severance Protection Period and such termination constitutes a Separation from Service or the Executive is entitled to severance compensation and benefits under this Section 9(b) pursuant to the provisions of Section 9(c), the Executive shall be entitled to receive from the Company: (1) the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment, payable in accordance with the Company’s normal payroll practices and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law, and (2) conditioned upon the Executive executing a Release within the Release Consideration Period and delivering it to the Company with the Release Revocation Period expired without revocation, and in full satisfaction of the Executive’s rights and any benefits the Executive might be entitled to under the Separation Plan and this Agreement and any requirements of the Worker Adjustment and Retraining Notification Act or similar law, unless otherwise specified herein:

(i)periodic payments equal to his Base Salary in effect prior to the termination of his employment, which payments shall be paid to the Executive in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive on the date of this Agreement for the Payment Period, except that if the Executive is a

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Specified Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred compensation within the meaning of Code Section 409A, such installments shall not commence until after the end of the six continuous month period following the date of the Executive’s Separation from Service, in which case, the Executive shall be paid a lump-sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the seventh month following the date of the Executive’s Separation from Service;

(ii)(A) receive a pro rata payment of the Bonus Award for the portion of the Company’s current fiscal year prior to the date of termination of his employment; (B) receive a pro rata payment of the Capped Bonus Award for the portion of the Company’s current fiscal year following the date of termination of his employment; (C) receive for the next fiscal year following the fiscal year during which his termination of employment occurs, the Capped Bonus Award, or if his Payment Period ends during such fiscal year, a pro rata portion of the Capped Bonus Award; and (D) if his Payment Period ends in the second year following the fiscal year during which the Executive’s termination of employment occurs, receive payment of a pro rata portion of the Capped Bonus Award for such fiscal year; provided, however, that to the extent the Executive’s employment is terminated for Good Reason due to a reduction of the Executive’s Target Bonus, in accordance with Section 29(x)(ii), the Executive’s Target Bonus for the purposes of this Section 9(b)(ii) shall be the Executive’s Target Bonus immediately prior to such reduction; and provided, further, that any pro rata payment shall be determined based on the methodology for determining pro rated awards under the STIP and each such payment shall be payable in accordance with the provisions of the STIP in the calendar year in which the Bonus Award or each Capped Bonus Award, as applicable, is determined, and in all events, not later than December 31^st of the year in which each such award is determined;

(iii)    continue from the date of Separation from Service for the number of months equal to the period of continuation coverage the Executive would be entitled to pursuant to Section 4980B of the Code participation in the Company’s group health plans at then-existing participation and coverage levels comparable to the terms in effect from time to time for the Company’s senior executives, including any co-payment and premium payment requirements, for which the Company shall deduct from each payment payable to the Executive pursuant to Section 9(b)(i) the amount of any employee contributions necessary to maintain such coverage for such period, except that (A) following such period, the Executive shall retain any rights to continue coverage under the Company’s group health plans under the benefits continuation provisions pursuant to Section 4980B of the Code by paying the applicable premiums of such plans; and (B) the Executive shall no longer be eligible to receive the benefits otherwise

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receivable pursuant to this Section 9(b)(iii) as of the date that the Executive becomes eligible to receive comparable benefits from a new employer;

(iv)    continue for the Payment Period participation in the Company’s employee life insurance plans at then-existing participation and coverage levels, comparable to the terms in effect from time to time for the Company’s senior executives, including any premium payment requirements, for which the Company shall deduct from each payment payable to the Executive pursuant to Section 9(b)(i) the amount of any employee contributions necessary to maintain such coverage for such period, except that the Executive shall no longer be eligible to receive the benefits otherwise receivable pursuant to this Section 9(b)(iv) as of the date that the Executive becomes eligible to receive comparable benefits from a new employer; and

(v)    receive outplacement services by a firm selected by the Company at its expense in an amount not to exceed $35,000; provided, however, that all such outplacement services must be completed, and all payments by the Company must be made, by December 31^st of the second calendar year following the calendar year in which the Executive’s Separation from Service occurs.

Notwithstanding anything in this Section 9(b) to the contrary, to the extent the Executive has not executed the Release within the Release Consideration Period and delivered it to the Company, or has revoked the executed Release within the Release Revocation Period, as determined at the end of such Release Revocation Period, the Executive will forfeit any right to receive the payments and benefits specified in this Section 9(b) (other than any accrued but unpaid payments and benefits through the date of termination of employment).

(c)Termination by the Company Without Cause or Resignation by the Executive for Good Reason During the CIC Severance Protection Period. Subject to (i)-(iv) below, if the Executive’s employment is terminated by the Company without Cause, or the Executive terminates employment for Good Reason, before the Employment Term expires and during the CIC Severance Protection Period, and the termination constitutes a Separation from Service, subject to the terms of the CIC Severance Plan, the Executive will become entitled to severance compensation and benefits under the CIC Severance Plan as of (x) the date the Separation from Service occurs, or (y) in the event of a Pre-CIC Termination, the date the Change in Control occurs, as of which date all rights to severance benefits under this Agreement will cease.

(i)    The CIC Severance Plan will not apply and the Executive will be entitled to severance compensation and benefits under Section 9(b) of this Agreement if the Executive (x) as of his Separation from Service is not a Participant in, or (y) is otherwise not entitled to severance compensation and benefits under, the CIC Severance Plan.

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(ii)    If the Executive is entitled to severance benefits under the CIC Severance Plan as a result of a Pre-CIC Termination, any benefits payable before the Change in Control will be paid under this Agreement and any additional benefits payable after the Change in Control will be paid under the CIC Severance Plan.

(iii)    In no event may there be duplication of benefits under this Agreement and the CIC Severance Plan.

(iv)    The terms “Change in Control” and “Pre-CIC Termination” are defined in the CIC Severance Plan.

(d)Termination by Death. If the Executive dies during the Employment Term, the Executive’s employment will terminate and the Executive’s beneficiary or if none, the Executive’s estate, shall be entitled to receive from the Company, the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.

(e)Termination by Disability. If the Executive becomes Disabled prior to the expiration of the Employment Term, the Executive’s employment will terminate, and provided that such termination constitutes a Separation from Service, the Executive shall be entitled to:

(i)receive from the Company periodic payments equal to his Base Salary in effect prior to the termination of his employment (reduced by any amounts paid on a monthly basis under any long-term disability plan (the “LTD Plan”) now or hereafter sponsored by the Company), which payments shall be paid to the Executive commencing on the Separation from Service date for 12 months in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive on the date of this Agreement; provided, however, that in the event that the Executive is a Specified Employee, with respect to any amount payable by reason of the Executive’s Separation from Service that constitutes deferred compensation within the meaning of Code Section 409A, such installments shall not commence until the earlier to occur of (A) the first business day of the seventh month following the date of the Executive’s Separation from Service and (B) death, in which case the Executive (or the Executive’s estate in the event of Executive’s death) shall be paid on the earlier of (1) the first day of the seventh month following the date of the Executive’s Separation from Service and (2) the Executive’s death a lump-sum cash payment equal to the aggregate amount of any such payments that constitutes deferred compensation within the meaning of Code Section 409A that the Executive would have been entitled to receive during such period following the Executive’s Separation from Service; and

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(ii)continue participation in the Company’s group health plans at then-existing participation and coverage levels for 12 months (measured from the Executive’s Separation from Service), comparable to the terms in effect from time to time for the Company’s senior executives, including any co-payment and premium payment requirements, and the Company shall deduct from each payment payable to the Executive pursuant to Section 9(e)(i), the amount of any employee contributions necessary to maintain such coverage for such period; except that following such period, the Executive shall retain any rights to continue coverage under the Company’s group health plans under the benefits continuation provisions pursuant to Code Section 4980B by paying the applicable premiums of such plans.

(f)No Mitigation Obligation. No amounts paid under Section 9 will be reduced by any earnings that the Executive may receive from any other source. The Executive’s coverage under the Company’s medical, dental, vision and employee life insurance plans will terminate as of the date that the Executive is eligible for comparable benefits from a new employer. The Executive shall notify the Company within 30 days after becoming eligible for coverage of any such benefits.

(g)Termination From Sprint Brasil.  Should the Executive fail to obtain his authorization to work in the U.S. or his employment with Sprint Brasil terminates for reasons set out in sections 9(b)-9(e) above, the Adjustment of Compensation payment or deduction provided under section 4(e) abovewill apply.

(h)Forfeiture. Notwithstanding the foregoing, any right of the Executive to receive termination payments and benefits hereunder shall be forfeited to the extent of any amounts payable after any breach of Section 10, 11, 12, 13 or 15 by the Executive.

10.Confidential Information; Statements to Third Parties.

(a)During the Employment Term and on a permanent basis upon and following termination of the Executive’s employment, the Executive acknowledges that:

(i)all information, whether or not reduced to writing (or in a form from which information can be obtained, translated, or derived into reasonably usable form) or maintained in the mind or memory of the Executive and whether compiled or created by the Company, any of its Subsidiaries or any affiliates of the Company or its Subsidiaries (collectively, the “Company Group”), which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information, of a proprietary, private, secret or confidential (including, without exception, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, sales strategies, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, trademarks, service marks,

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copyrights (whether registered or unregistered), artwork, and contacts at or knowledge of customers or prospective customers) nature concerning the Company Group’s business, business relationships or financial affairs (collectively, “Proprietary Information”) shall be the exclusive property of the Company Group;

(ii)the Proprietary Information of the Company Group gained by the Executive during the Executive’s association with the Company Group was or will be developed by and/or for the Company Group through substantial expenditure of time, effort and money and constitutes valuable and unique property of the Company Group;

(iii)reasonable efforts have been put forth by the Company Group to maintain the secrecy of its Proprietary Information;

(iv)such Proprietary Information is and will remain the sole property of the Company Group; and

(v)any retention or use by the Executive of Proprietary Information after the termination of the Executive’s services for the Company Group will constitute a misappropriation of the Company Group’s Proprietary Information.

(b)The Executive further acknowledges and agrees that he will take all affirmative steps reasonably necessary or required by the Company to protect the Proprietary Information from inappropriate disclosure during and after his employment with the Company.

(c)The Executive further agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing or constituting Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession, regardless of medium, shall be and are the exclusive property of the Company to be used by him only in the performance of his duties for the Company. All such materials or copies thereof and all tangible things and other property of the Company Group in the Executive’s custody or possession shall be delivered to the Company (to the extent the Executive has not already returned) in good condition, on or before five business days subsequent to the earlier of: (i) a request by the Company or (ii) the Executive’s termination of employment for any reason or Cause, including for nonrenewal of this Agreement, Disability, termination by the Company or termination by the Executive. After such delivery, the Executive shall not retain any such materials or portions or copies thereof or any such tangible things and other property and shall execute any statements or affirmations of compliance under oath that the Company may require.

(d)The Executive further agrees that his obligation not to disclose or to use information and materials of the types set forth in Sections 10(a), 10(b) and 10(c)

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above, and his obligation to return materials and tangible property, set forth in Section 10(c) above, also extends to such types of information, materials and tangible property of customers of the Company Group, consultants for the Company Group, suppliers to the Company Group, or other third parties who may have disclosed or entrusted the same to the Company Group or to the Executive.

(e)The Executive further acknowledges and agrees that he will continue to keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Proprietary Information of the Company Group without limitation as to when or how the Executive may have acquired such Proprietary Information and that he will not disclose any Proprietary Information to any person or entity other than appropriate employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval of the Board, either during or after his employment with the Company.

(f)Further the Executive acknowledges that his obligation of confidentiality will survive, regardless of any other breach of this Agreement or any other agreement, by any party hereto, until and unless such Proprietary Information of the Company Group has become, through no fault of the Executive, generally known to the public. In the event that the Executive is required by law, regulation, or court order to disclose any of the Company Group’s Proprietary Information, the Executive will promptly notify the Company prior to making any such disclosure to facilitate the Company seeking a protective order or other appropriate remedy from the proper authority. The Executive further agrees to cooperate with the Company in seeking such order or other remedy and that, if the Company is not successful in precluding the requesting legal body from requiring the disclosure of the Proprietary Information, the Executive will furnish only that portion of the Proprietary Information that is legally required, and the Executive will exercise all legal efforts to obtain reliable assurances that confidential treatment will be accorded to the Proprietary Information.

(g)The Executive’s obligations under this Section 10 are in addition to, and not in limitation of, all other obligations of confidentiality under the Company’s policies, general legal or equitable principles or statutes.

(h)During the Employment Term and following his termination of employment:

(i)the Executive shall not, directly or indirectly, make or cause to be made any statements, including but not limited to, comments in books or printed media, to any third parties criticizing or disparaging the Company Group or commenting on the character or business reputation of the Company Group. Without the prior written consent of the Board, unless otherwise required by law, the Executive shall not (A) publicly comment in a manner adverse to the Company Group concerning the status, plans or prospects of the business of the Company Group or (B) publicly comment in a manner adverse to the Company Group concerning the status, plans or

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prospects of any existing, threatened or potential claims or litigation involving the Company Group;

(ii)the Company shall comply with its policies regarding public statements with respect to the Executive and any such statements shall be deemed to be made by the Company only if made or authorized by a member of the Board or a senior executive officer of the Company; and

(iii)nothing herein precludes honest and good faith reporting by the Executive to appropriate Company or legal enforcement authorities.

(i)The Executive acknowledges and agrees that a violation of the foregoing provisions of this Section 10 would cause irreparable harm to the Company Group, and that the Company’s remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other relief afforded by law or this Agreement, including damages sustained by a breach of this Agreement and any forfeitures under Section 9(g), and without the necessity or proof of actual damages, the Company shall have the right to enforce this Agreement by specific remedies, which shall include, among other things, temporary and permanent injunctions, it being the understanding of the undersigned parties hereto that damages, the forfeitures described above and injunctions shall all be proper modes of relief and are not to be considered as alternative remedies.

11.Non-Competition. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period:

(a)The Executive covenants and agrees that the Executive will not, directly or indirectly, engage in any activities on behalf of or have an interest in any Competitor of the Company Group, whether as an owner, investor, executive, manager, employee, independent consultant, contractor, advisor, or otherwise. The Executive’s ownership of less than one percent (1%) of any class of stock in a publicly traded corporation shall not be a breach of this paragraph.

(b)A “Competitor” is any entity doing business directly or indirectly (e.g., as an owner, investor, provider of capital or otherwise) in the United States including any territory of the United States (the “Territory”) that provides wireless products and/or services that are the same or similar to the wireless products and/or services that are currently being provided at the time of Executive’s termination or that were provided by the Company Group during the two-year period prior to the Executive’s separation from service with the Company Group.

(c)The Executive acknowledges and agrees that due to the continually evolving nature of the Company Group’s industry, the scope of its business and/or the identities of Competitors may change over time. The Executive further acknowledges and agrees that the Company Group markets its products and services on a nationwide basis, encompassing the Territory and that the restrictions imposed by this covenant,

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including the geographic scope, are reasonably necessary to protect the Company Group’s legitimate interests.

(d)The Executive covenants and agrees that should a court at any time determine that any restriction or limitation in this Section 11 is unreasonable or unenforceable, it will be deemed amended so as to provide the maximum protection to the Company Group and be deemed reasonable and enforceable by the court.

12.Non-Solicitation. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period, the Executive hereby covenants and agrees that he shall not, directly or indirectly, individually or on behalf of any other person or entity do or suffer any of the following:

(a)hire or employ or assist in hiring or employing any person who was at any time during the last 18 months of the Executive’s employment an employee, representative or agent of any member of the Company Group or solicit, aid, induce or attempt to solicit, aid, induce or persuade, directly or indirectly, any person who is an employee, representative, or agent of any member of the Company Group to leave his or her employment with any member of the Company Group to accept employment with any other person or entity;

(b)induce any person who is an employee, officer or agent of the Company Group, or any of its affiliated, related or subsidiary entities to terminate such relationship;

(c)solicit any customer of the Company Group, or any person or entity whose business the Company Group had solicited during the 180-day period prior to termination of the Executive’s employment for purposes of business which is competitive to the Company Group within the Territory; or

(d)solicit, aid, induce, persuade or attempt to solicit, aid, induce or persuade any person or entity to take any action that would result in a Change in Control of the Company or to seek to control the Board in a material manner.

(e)For purposes of this Section 12, the term “solicit or persuade” includes, but is not limited to, (i) initiating communications with an employee of the Company Group relating to possible employment, (ii) offering bonuses or additional compensation to encourage an employee of the Company Group to terminate his employment, (iii) referring employees of the Company Group to personnel or agents employed by competitors, suppliers or customers of the Company Group, and (iv) initiating communications with any person or entity relating to a possible Change in Control.

13.Developments.

(a)The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or

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copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”).

(b)The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes.

(c)The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development.

(d)The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

14.Remedies. The Executive and the Company agree that the covenants contained in Sections 10, 11, 12 and 13 are reasonable under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any

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respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of the Executive’s obligations under Sections 10, 11, 12 and 13 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage. Without limiting the applicability of this Section 14 or in any way affecting the right of the Company to seek equitable remedies hereunder, in the event that the Executive breaches any of the provisions of Sections 10, 11, 12 or 13 or engages in any activity that would constitute a breach save for the Executive’s action being in a state where any of the provisions of Sections 10, 11, 12, 13 or this Section 14 is not enforceable as a matter of law, then the Company’s obligation to pay any remaining severance compensation and benefits that has not already been paid to Executive pursuant to Section 9 shall be terminated and within ten days of notice of such termination of payment, the Executive shall return all severance compensation and the value of such benefits, or profits derived or received from such benefits.

15.Continued Availability and Cooperation.

(a)Following termination of the Executive’s employment, the Executive shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company. Cooperation will include, but is not limited to:

(i)making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;

(ii)if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests;

(iii)refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and

(iv)cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.

(b)The Company will reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees (if

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independent legal counsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive’s termination of employment.

16.Dispute Resolution.

(a)In the event that the Parties are unable to resolve any controversy or claim arising out of or in connection with this Agreement or breach thereof, either Party shall refer the dispute to binding arbitration, which shall be the exclusive forum for resolving such claims. Such arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Employment Arbitration Rules and Procedures and governed by Kansas law. The arbitration shall be conducted by a single arbitrator selected by the Parties according to the rules of JAMS. In the event that the Parties fail to agree on the selection of the arbitrator within 30 days after either Party’s request for arbitration, the arbitrator will be chosen by JAMS. The arbitration proceeding shall commence on a mutually agreeable date within 90 days after the request for arbitration, unless otherwise agreed by the Parties, and in the location where the Executive worked during the six months immediately prior to the request for arbitration if that location is in Kansas or Virginia, and if not, the location will be Kansas, unless the Parties agree otherwise.

(b)The Parties agree that each will bear their own costs and attorneys’ fees. The arbitrator shall not have authority to award attorneys’ fees or costs to any Party.

(c)The arbitrator shall have no power or authority to make awards or orders granting relief that would not be available to a Party in a court of law. The arbitrator’s award is limited by and must comply with this Agreement and applicable federal, state, and local laws. The decision of the arbitrator shall be final and binding on the Parties.

(d)Notwithstanding the foregoing, no claim or controversy for injunctive or equitable relief contemplated by or allowed under applicable law pursuant to Sections 10, 11, 12 and 13 of this Agreement will be subject to arbitration under this Section 16, but will instead be subject to determination in a court of competent jurisdiction in Kansas, which court shall apply Kansas law consistent with Section 21 of this Agreement, where either Party may seek injunctive or equitable relief.

17.Other Agreements. No agreements (other than the Employment Agreement between Executive and Sprint Brasil Serviços de Telecomunicações Ltda. effective May 1, 2015, and agreements evidencing any grants of equity awards) or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not contained in this

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Agreement shall be valid or binding on either party.

18.Withholding of Taxes. The Company will withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.

19.Successors and Binding Agreement.

(a)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary.

(b)This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

(c)This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and 19(b). Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 19(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

20.Notices. All communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express or UPS, addressed to the Company (to the attention of the General Counsel of the Company) at its principal executive offices and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

21.Governing Law and Choice of Forum.

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(a)This Agreement will be construed and enforced according to the laws of the State of Kansas, without giving effect to the conflict of laws principles thereof.

(b)To the extent not otherwise provided for by Section 16 of this Agreement, the Executive and the Company consent to the jurisdiction of all state and federal courts located in Overland Park, Johnson County, Kansas, as well as to the jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action, or other proceeding arising out of, or in connection with, this Agreement or that otherwise arise out of the employment relationship. Each Party hereby expressly waives any and all rights to bring any suit, action, or other proceeding in or before any court or tribunal other than the courts described above and covenants that it shall not seek in any manner to resolve any dispute other than as set forth in this paragraph. Further, the Executive and the Company hereby expressly waive any and all objections either may have to venue, including, without limitation, the inconvenience of such forum, in any of such courts. In addition, each of the Parties consents to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement.

22.Validity/Severability. If any provision of this Agreement or the application of any provision is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. To the extent any provisions held to be invalid, unenforceable or otherwise illegal cannot be reformed, such provisions are to be stricken herefrom and the remainder of this Agreement will be binding on the parties and their successors and assigns as if such invalid or illegal provisions were never included in this Agreement from the first instance.

23.Survival of Provisions. Notwithstanding any other provision of this Agreement, the parties’ respective rights and obligations under Sections 10, 11, 12, 13, 14, 15, 16, 18, 22 and 26 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment.

24.Representations and Acknowledgements.

(a)The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

(b)The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with

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the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.

(c)The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

(d)The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement.

(e)The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

25.Compliance with Code Section 409A. With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31^st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto so as not to subject the Executive to the payment of the additional tax, interest and any tax penalty which may be imposed under Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A of the Code; and thereafter interpret its provisions in a manner that complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also

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include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with the Agreement is guaranteed, and the Executive shall be responsible for any taxes, penalties and interest imposed on him under or as a result of Section 409A of the Code in connection with the Agreement.

26.Amendment; Waiver. Except as otherwise provided herein, this Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by both Parties hereto. No waiver by either Party at any time of any breach by the other Party hereto or compliance with any condition or provision of this Agreement to be performed by such other Party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

27.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

28.Headings. Unless otherwise noted, the headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

29.Defined Terms.

(a)“Agreement” has the meaning set forth in the preamble.

(b)“Base Salary” has the meaning set forth in Section 4(a).

(c)“Board” has the meaning set forth in Section 3(a).

(d)“Bonus Award” has the meaning set forth in Section 4(b)(i).

(e)“Bylaws” means the Amended and Restated Sprint Corporation Bylaws, as may be amended from time to time.

(f)“Capped Bonus Award” shall mean the lesser of the annual Target Bonus or actual performance for such fiscal year in accordance with the then existing terms of the STIP, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived.

(g)“Cause” shall mean:

(i)any act or omission constituting a material breach by the Executive of any provisions of this Agreement;

(ii)the willful failure by the Executive to perform his duties hereunder (other than any such failure resulting from the Executive’s

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Disability), after demand for performance is delivered by the Company that identifies the manner in which the Company believes the Executive has not performed his duties, if, within 30 days of such demand, the Executive fails to cure any such failure capable of being cured;

(iii)any intentional act or misconduct materially injurious to the Company or any Subsidiary, financial or otherwise, or including, but not limited to, misappropriation, fraud including with respect to the Company’s accounting and financial statements, embezzlement or conversion by the Executive of the Company’s or any of its Subsidiary’s property in connection with the Executive’s duties or in the course of the Executive’s employment with the Company;

(iv)the conviction (or plea of no contest) of the Executive for any felony or the indictment of the Executive for any felony including, but not limited to, any felony involving fraud, moral turpitude, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company;

(v)the commission of any intentional or knowing violation of any antifraud provision of the federal or state securities laws;

(vi)the Board reasonably believes in its good faith judgment that the Executive has committed any of the acts referred to in this Section 29(g)(v);

(vii)a final, non-appealable order in a proceeding before a court of competent jurisdiction or a final order in an administrative proceeding finding that the Executive committed any willful misconduct or criminal activity (excluding minor traffic violations or other minor offenses) which commission is materially inimical to the interests of the Company or any Subsidiary, whether for his personal benefit or in connection with his duties for the Company or any Subsidiary;

(viii)current alcohol or prescription drug abuse affecting work performance;

(ix)current illegal use of drugs; or

(x)violation of the Company’s Code of Conduct, with written notice of termination by the Company for Cause in each case provided under this Section 29(g).

For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company.

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(h)“Change in Control” has the meaning set forth in the CIC Severance Plan.

(i)“Chief Executive Officer” has the meaning set forth in Section 3(a).

(j)“CIC Severance Plan” means the Company’s Change in Control Severance Plan, as may be amended from time to time, or any successor plan, program or arrangement thereto.

(k)“CIC Severance Protection Period” has the meaning set forth in the CIC Severance Plan.

(l)“Certificate of Incorporation” means the Amended and Restated Articles of Incorporation of Sprint Corporation, as may be amended from time to time.

(m)“Code” means the Internal Revenue Code of 1986, as amended from time to time, including any rules and regulations promulgated thereunder, along with Treasury and IRS Interpretations thereof. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(n)“Company” has the meaning set forth in the preamble.

(o)“Company Group” has the meaning set forth in Section 10(a)(i).

(p)“Compensation Committee” means the Compensation Committee of the Board.

(q)“Competitor” has the meaning set forth in Section 11(b).

(r) “Developments” has the meaning set forth in Section 13(a).

(s)“Disability” or “Disabled” shall mean:

(i)the Executive’s incapacity due to physical or mental illness to substantially perform his duties and the essential functions of his position, with or without reasonable accommodation, on a full-time basis for six months as determined by the Board in its reasonable discretion, and within 30 days after a notice of termination is thereafter given by the Company, the Executive shall not have returned to the full-time performance of the Executive’s duties; and, further,

(ii)the Executive becomes eligible to receive benefits under the LTD Plan;

provided, however, if the Executive shall not agree with a determination to terminate his employment because of Disability, the question of the Executive’s

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disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive. The costs of such qualified medical doctor shall be paid for by the Company.

(t)“Effective Date” is the Executive’s first day of employment with Company in the U.S.

(u)“Employee Plans” has the meaning set forth in Section 5(a).

(v)“Employment Term” means the Initial Employment Term and any Renewal Term.

(w)“Executive” has the meaning set forth in the preamble.

(x)“Good Reason” means the occurrence of any of the following without the Executive’s written consent, unless within 30 days of the Executive’s written notice of termination of employment for Good Reason, the Company cures any such occurrence:

(i)the Company’s material breach of this Agreement;

(ii)a material reduction in the Executive’s Base Salary (that is not agreed to by the Executive), as compared to the corresponding circumstances in place on the Effective Date as may be increased pursuant to Section 4, except for across-the-board reductions generally applicable to all senior executives;

(iii)relocation of the Executive’s Place of Performance more than 50 miles without the Executive’s consent; or

(iv)a material reduction in Executive’s duties and responsibilities under this Agreement, including incremental non-material reductions over a period of twelve months or less that become material, in which case the occurrence is the point at which the reductions, in the aggregate, become material.

Any occurrence of Good Reason shall be deemed to be waived by the Executive unless the Executive provides the Company written notice of termination of employment for Good Reason within 60 days of the event giving rise to Good Reason.

(y)“Initial Employment Term” has the meaning set forth in Section 2.

(z)“JAMS” has the meaning set forth in Section 16.

(aa)“LTD Plan” has the meaning set forth in Section 9(e).

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(bb)    “LTSIP” means the Company’s 2007 Omnibus Incentive Plan, effective May 8, 2007, as may be amended from time to time, or any successor plan, program or arrangement thereto.

(cc)    “LTSIP Target Award Opportunities” has the meaning set forth in Section 4(b)(ii).

(dd)    “Participant” has the meaning set forth in the CIC Severance Plan.

(ee)    “Parties” has the meaning set forth in the preamble.

(ff)    “Party” has the meaning set forth in the preamble.

(gg)    “Payment Period” means the period of 18 continuous months, as measured from the Executive’s Separation from Service.

(hh)    “Place of Performance” has the meaning set forth in Section 8.

(ii)    “Proprietary Information” has the meaning set forth in Section 10(a)(i).

(jj)    “Release” means a release of claims in a form provided to the Executive by the Company in connection with the payment of benefits under this Agreement.

(kk)    “Release Consideration Period” means the period of time pursuant to the terms of the Release afforded the Executive to consider whether to sign it.

(ll)    “Release Revocation Period” means the period pursuant to the terms of an executed Release in which it may be revoked by the Executive.

(mm)    “Renewal Term” has the meaning set forth in Section 2.

(nn)    “Restricted Period” means the 18-month period following the Executive’s date of termination of employment with the Company for any reason or Cause, including for nonrenewal of this Agreement, Disability, termination by the Company or termination by the Executive.

(oo)    “Separation from Service” means “separation from service” from the Company and its subsidiaries as described under Code Section 409A and the guidance and Treasury regulations issued thereunder. Separation from Service will occur on the date on which the Executive’s level of services to the Company decreases to 21 percent or less of the average level of services performed by the Executive over the immediately preceding 36-month period (or if providing services for less than 36 months, such lesser period) after taking into account any services that the Executive provided prior to such date or that the Company and the Executive reasonably anticipate the Executive may provide (whether as an employee or as an independent contractor) after such date. For purposes of the determination of whether the Executive has had a

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Separation from Service, the term “Company” shall mean the Company and any affiliate with which the Company would be considered a single employer under Code Section 414(b) or 414(c), provided that in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2. In addition, where the use of such definition of “Company” for purposes of determining a Separation from Service is based upon legitimate business criteria, in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 20 percent” is used instead of “at least 80 percent” at each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 20 percent” is used instead of “at least 80 percent” at each place it appears in Treasury Regulation Section 1.414(c)-2.

(pp)    “Separation Plan” means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.

(qq)    “Specified Employee” shall mean an Executive who is a “specified employee” for purposes of Code Section 409A, as administratively determined by the Board in accordance with the guidance and Treasury regulations issued under Code Section 409A.

(rr)    “STIP” means the Company’s short-term incentive plan under Section 8 of the Company’s 2007 Omnibus Incentive Plan, effective May 8, 2007, as may be amended from time to time, or any successor plan, program or arrangement thereto.

(ss)    “Subsidiary” shall mean any entity, corporation, partnership (general or limited), limited liability company, entity, firm, business organization, enterprise, association or joint venture in which the Company directly or indirectly controls ten percent (10%) or more of the voting interest. Notwithstanding the foregoing, for purposes of Section 3(a), “Subsidiary” shall mean any affiliate with which the Company would be considered a single employer as described in the definition of Separation from Service.

(tt)    “Target Bonuses” has the meaning set forth in Section 4(b)(i).

(uu)    “Territory” has the meaning set forth in Section 11(b).

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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

SPRINT CORPORATION

By: /s/ Sandra Price

Sandra J. Price

Senior Vice President, Human Resources

EXECUTIVE

/s/ Roger Solé Rafols            

Roger Solé Rafols

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EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 2, 2015 (the “Effective Date”), by and between Sprint Corporation, a Delaware corporation (the “Company”) on behalf of itself and any of its subsidiaries, affiliates and related entities, and Jorge Gracia (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”). Certain capitalized terms are defined in Section 29.

WITNESSETH:

WHEREAS, the Company desires to employ the Executive as Senior Vice President and General Counsel and the Executive desires to accept such employment; and

WHEREAS, the Executive and the Company desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree as follows:

1.Employment.

(a)The Company will employ the Executive and the Executive will be employed by the Company upon the terms and conditions set forth herein.

(b)The employment relationship between the Company and the Executive shall be governed by the general employment policies and practices of the Company, including without limitation, those relating to the Company’s Code of Conduct, confidential information and avoidance of conflicts, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

2.Term. Subject to termination under Section 9, the Executive’s employment shall be for an initial term of 24 monthscommencing on the Effective Date and shall continue through the second anniversary of the Effective Date (the “Initial Employment Term”). At the end of the Initial Employment Term and on each succeeding anniversary of the Effective Date, the Employment Term will be automatically extended by an additional 12 months (each, a “Renewal Term”), unless, not less than 12 months prior to the end of the Initial Employment Term or any Renewal Term, either the Executive or the Company has given the other written notice (in accordance with Section 20) of nonrenewal. The Executive shall provide the Company with written notice ofhisintent to terminate employment with the Company at least 30 days prior to the effective date of such termination.

3.Position and Duties of the Executive.

(a)The Executive shall serve as Senior Vice President and General Counsel of the Company, and agrees to serve as an officer of any enterprise and/or agrees to be an employee of any Subsidiary as may be requested from time to time by the Board of Directors of the Company (the “Board”), any committee or person delegated by the

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Board or the Chief Executive Officer of the Company (the “Chief Executive Officer”). In such capacity, the Executive shall report directly to the Chief Executive Officer of the Company. The Executive shall have such duties, responsibility and authority as may be assigned to the Executive from time to time by the Chief Executive Officer or the Board.

(b)During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed to in writing by the Company, during reasonable vacations (as set forth in Section 7 hereof) and authorized leave and except as may from time to time otherwise be permitted pursuant to Section 3(c), devote his best efforts, full attention and energies during his normal working time to the business of the Company, to any duties as may be delineated in the Company’s Bylaws for the Executive’s position and title and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board, any committee or person designated by the Board,or the Chief Executive Officer, in each case, within the framework of the Company’s policies and objectives.

(c)During the Employment Term, and provided that such activities do not contravene the provisions of Section 3(a) or (b) or Sections 10, 11, 12 or 13 hereof and, providedfurther, the Executive does not engage in any other substantial business activity for gain, profit or other pecuniary advantage which materially interferes with the performance of his duties hereunder, the Executive may participate in any governmental, educational, charitable or other community affairs and, subject to the prior approval of the Chief Executive Officerserve as a member of the governing board of any such organization or any private or public for-profit company. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such fees.

4.Compensation.

(a)Base Salary. During the Employment Term, the Company shall pay to the Executive an annual base salary of $625,000 (the “Base Salary”), which Base Salary shall be payable at the times and in the manner consistent with the Company’s general policies regarding compensation of the Company’s senior executives.The Base Salary will be reviewed periodically by the Compensation Committee and may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time in the Compensation Committee’s sole discretion.

(b)Incentive Compensation. The Executive will be eligible to participate in any short-term and long-term incentive compensation plans, annual bonus plans and such other management incentive programs or arrangements of the Company approved by the Board that are generally available to the Company’s senior executives, including, but not limited to, the STIP and the LTSIP. Incentive compensation shall be paid in accordance with the terms and conditions of the applicable plans, programs and arrangements.

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(i)Annual Performance Bonus. During the Employment Term, the Executive shall be entitled to participate in the STIP, with such opportunities as may be determined by the Compensation Committee in its sole discretion (“Target Bonuses”); provided, however, that for the Company’s fiscal year ending March 31, 2016 (“FY 2015”), the Executive will participate on a prorated basis for the period of FY 2015 in which he is employed by the Company, at an annual Target Bonus opportunity equal to 100 percent of his base salary and, for avoidance of doubt, such Bonus Award shall not be increased or decreased based on actual achievement of the applicable performance goals under the STIP for that performance period. The Executive’s Target Bonus may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time, and the Executive shall be entitled to receive full payment of any award under the STIP, determined pursuant to the STIP (a “Bonus Award”).

(ii)Long-Term Performance Bonus. During the Employment Term, the Executive shall be entitled to participate in the LTSIP with such opportunities, if any, as may be determined by the Compensation Committee (“LTSIP Target Award Opportunities”); provided, however, that the Executive’s LTSIP Target Award Opportunity for FY 2015 shall be equal to $1,200,000 on an annual basis, but will be subject to proration based on his service during FY 2015. The Executive’s LTSIP Target Award Opportunity may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time as may be determined by the Compensation Committee.

(iii)Incentive bonuses, if earned, shall be paid when incentive compensation is customarily paid to the Company’s senior executives in accordance with the terms of the applicable plans, programs or arrangements.

(iv)Pursuant to the Company’s applicable incentive or bonus plans as in effect from time to time, the Executive’s incentive compensation during the term of this Agreement may be determined according to criteria intended to qualify as performance-based compensation under Section 162(m) of the Code.

(c)Equity Compensation. The Executive shall be eligible to participate in such equity incentive compensation plans and programs as the Company generally provides to its senior executives, including, but not limited to, the LTSIP. During the Employment Term, the Compensation Committee may, in its sole discretion, grant equity awards to the Executive, which would be subject to the terms of the respective award agreements evidencing such grants and the applicable plan or program.

(d)Sign-on Compensation.

(i)Sign-on Bonus. The Executive shall receive a sign-on bonus of $350,000 (the “Sign-on Bonus”), less applicable tax withholdings and other authorized deductions, payable as soon as administratively practicable after the

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Effective Date. Executive agrees to repay the Sign-on Bonus in full if he is no longer employed by the Company (unless Executive’s employment is terminated by the Company without Cause or the Executive terminates for Good Reason, or is due to Executive’s death or Disability) through the first anniversary of the Effective Date, and to repay a prorated amount if he is no longer employed by the Company (unless Executive’s employment is terminated by the Company without Cause or the Executive terminates for Good Reason, or is due to Executive’s death or Disability) through the second anniversary of the Effective Date (with prorated repayment calculated by multiplying the Sign-on Bonus by a fraction, the numerator of which is 731 minus the number of days the Executive works for the Company and the denominator of which is 731).

(ii)Turnaround Incentive Award. On or as soon as practicable after the Effective Date, the Executive shall receive 312,500 restricted stock units subject to the terms and conditions specified in the form of Evidence of Award attached as Exhibit A.

(iii)Restricted Stock Units Sign-on. On or as soon as practicable after the Effective Date, the Executive shall receive restricted stock units, valued at $400,000 using the Company’s grant methodology and practices to other senior executives subject to the terms and conditions specified in the form of Evidence of Award attached as Exhibit B.

5.Benefits.

(a)During the Employment Term, the Company shall make available to the Executive, subject to the terms and conditions of the applicable plans, participation for the Executive and his eligible dependents in: (i) Company-sponsored group health, major medical, dental, vision, pension and profit sharing, 401(k) and employee welfare benefit plans, programs and arrangements (the “Employee Plans”) and such other usual and customary benefits in which senior executives of the Company participate from time to time, and (ii) such fringe benefits and perquisites as may be made available to senior executives of the Company as a group.

(b)The Executive acknowledges that the Company may change its benefit programs from time to time, which may result in certain benefit programs being amended or terminated for its senior executives generally.

6.Expenses. The Company shall pay or reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection with his duties on behalf of the Company in accordance with the Company’s Enterprise Financial Services-Employee Travel and Expense Policy, as may be amended from time to time, or any successor policy, plan, program or arrangement theretoand any other of its expense policies applicable to senior executives of the Company, following submission by the Executive of reimbursement expense forms in a form consistent with such expense policies.

7.Vacation. In addition to such holidays, sick leave, personal leave and other paid

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leave as is allowed under the Company’s policies applicable to senior executives generally, the Executive shall be entitled to participate in the Company’s vacation policy in accordance with the Company’s policy generally applicable to senior executives. The duration of such vacations and the time or times when they shall be taken will be determined by the Executive in consultation with the Company.

8.Place of Performance. In connection with his employment by the Company, the Executive shall be based at the principal executive offices of the Company in the vicinity of Overland Park, Kansas(the “Place of Performance”), except for travel reasonably required for Company business. The Executive will relocate his residence to the area surrounding the Executive’s initial Place of Performance on or before June 30, 2016.If the Company relocatesthe Executive’sPlace of Performance more than 50 miles from his Place of Performance prior to such relocation, the Executive shall relocate to a residence within the greater of (a) 50 miles of such relocated Place of Performance or (b) such total miles that do not exceed the total number of miles the Executive commuted to his Place of Performance prior to relocation of the Executive’s Place of Performance. To the extent the Executive relocates his residence as provided in this Section 8, the Company will pay or reimburse the Executive’s relocation expenses in accordance with the Company’s relocation program applicable to senior executives except that the established home value limit in Section 4.02 of the relocation program (the application of which with respect to his current residence results in the Executive’s ineligibility for Section 4, Home Selling Benefits), will be increased to $1.5 million to include coverage of a lot size to approximately 10 acres.

9.Termination.

(a)Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns without Good Reason, the Executive shall not be eligible to receive Base Salary or to participate in any Employee Plans with respect to future periods after the date of such termination or resignation except for the right to receive accrued but unpaid cash compensation and vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.

(b)Termination by the Company Without Cause or Resignation by the Executive for Good Reason outside of the CIC Severance Protection Period. If, during the Employment Term, the Executive’s employment is terminated by the Company without Cause or the Executive terminatesfor Good Reason prior to, or following expiration of, the CIC Severance Protection Period and such termination constitutes a Separation from Service or the Executive is entitled to severance compensation and benefits under this Section 9(b) pursuant to the provisions of Section 9(c), the Executive shall be entitled to receive from the Company: (1) the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment, payable in accordance with the Company’s normal payroll practices and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law, and (2) conditioned upon the Executive executing a Release within the Release Consideration Period and delivering it to the Company with the Release Revocation Period expired

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without revocation, and in full satisfaction of the Executive’s rights and any benefits the Executive might be entitled to under the Separation Plan and this Agreement and any requirements of the Worker Adjustment and Retraining Notification Act or similar law, unless otherwise specified herein:

(i)periodic payments equal to his Base Salary in effect prior to the termination of his employment, which payments shall be paid to the Executive in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive on the date of this Agreementfor the Payment Period, except that if the Executive is a Specified Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred compensation within the meaning of Code Section 409A, such installments shall not commence until after the end of the six continuous month period following the date of the Executive’s Separation from Service, in which case, the Executive shall be paid a lump-sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the seventh month following the date of the Executive’s Separation from Service;

(ii)(A) receive a pro rata payment of the Bonus Award for the portion of the Company’s current fiscal year prior to the date of termination of his employment; (B) receive a pro rata payment of the Capped Bonus Award for the portion of the Company’s current fiscal year following the date of termination of his employment; (C) receive for the next fiscal year following the fiscal year during which his termination of employment occurs, the Capped Bonus Award, or if his Payment Period ends during such fiscal year, a pro rata portion of the Capped Bonus Award; and (D) if his Payment Period ends in the second year following the fiscal year during which the Executive’s termination of employment occurs, receive payment of a pro rata portion of the Capped Bonus Award for such fiscal year; provided, however, that to the extent the Executive’s employment is terminated for Good Reason due to a reduction of the Executive’s Target Bonus, in accordance with Section 29(x)(ii), the Executive’s Target Bonus for the purposes of this Section 9(b)(ii) shall be the Executive’s Target Bonus immediately prior to such reduction; and provided, further, that any pro rata payment shall be determined based on the methodology for determining pro rated awards under the STIP and each such payment shall be payable in accordance with the provisions of the STIP in the fiscal year in which the Bonus Award or each Capped Bonus Award, as applicable, is determined, and in all events, not later than March 31^st of the fiscal year in which each such award is determined;

(iii)    continue from the date of Separation from Service for the number of months equal to the period of continuation coverage the Executive would be entitled to pursuant to Section 4980B of the Code participation in the Company’s group health plans at then-existing participation and coverage levels comparable to the terms in effect from time to time for the Company’s senior executives, including any co-payment and premium payment requirements, for which the Company shall deduct from each payment payable to the Executive pursuant to Section 9(b)(i) the amount of any employee contributions necessary to maintain

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such coverage for such period, except that (A) following such period, the Executive shall retain any rights to continue coverage under the Company’s group health plans under the benefits continuation provisions pursuant to Section 4980B of the Code by paying the applicable premiums of such plans; and (B) the Executive shall no longer be eligible to receive the benefits otherwise receivable pursuant to this Section 9(b)(iii) as of the date that the Executive becomes eligible to receive comparable benefits from a new employer;

(iv)    continue for the Payment Period participation in the Company’s employee life insurance plans at then-existing participation and coverage levels, comparable to the terms in effect from time to time for the Company’s senior executives, including any premium payment requirements, for which the Company shall deduct from each payment payable to the Executive pursuant to Section 9(b)(i) the amount of any employee contributions necessary to maintain such coverage for such period, except that the Executive shall no longer be eligible to receive the benefits otherwise receivable pursuant to this Section 9(b)(iv) as of the date that the Executive becomes eligible to receive comparable benefits from a new employer; and

(v)    receive outplacement services by a firm selected by the Company at its expense in an amount not to exceed $35,000; provided, however, that all such outplacement services must be completed, and all payments by the Company must be made, by December 31^st of the second calendar year following the calendar year in which the Executive’s Separation from Service occurs.

Notwithstanding anything in this Section 9(b) to the contrary, to the extent the Executive has not executed the Release within the Release Consideration Period and delivered it to the Company, or has revoked the executed Release within the Release Revocation Period, as determined at the end of such Release Revocation Period, the Executive will forfeit any right to receive the payments and benefits specified in this Section 9(b) (other than any accrued but unpaid payments and benefits through the date of termination of employment).

(c)Termination by the Company Without Cause or Resignation by the Executive for Good Reason During the CIC Severance Protection Period. Subject to (i)-(iv) below, if the Executive’s employment is terminated by the Company without Cause, or the Executive terminates employment for Good Reason, before the Employment Term expires and during the CIC Severance Protection Period, and the termination constitutes a Separation from Service, subject to the terms of the CIC Severance Plan, the Executive will become entitled to severance compensation and benefits under the CIC Severance Plan as of (x) the date the Separation from Service occurs, or (y) in the event of a Pre-CIC Termination, the date the Change in Control occurs, as of which date all rights to severance benefits under this Agreement will cease.

(i)The CIC Severance Plan will not apply and the Executive will be entitled to severance compensation and benefits under Section 9(b) of this Agreement if the Executive (x) as of his Separation from Service is not a

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Participant in, or (y) is otherwise not entitled to severance compensation and benefits under, the CIC Severance Plan.

(ii) If the Executive is entitled to severance benefits under the CIC Severance Plan as a result of a Pre-CIC Termination, any benefits payable before the Change in Control will be paid under this Agreement and any additional benefits payable after the Change in Control will be paid under the CIC Severance Plan.

(iii)    In no event may there be duplication of benefits under this Agreement and the CIC Severance Plan.

(iv) The terms “Change in Control” and “Pre-CIC Termination” are defined in the CIC Severance Plan.

(d)Termination by Death. If the Executive dies during the Employment Term, the Executive’s employment will terminate and the Executive’s beneficiary or if none, the Executive’s estate, shall be entitled to receive from the Company, the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.

(e)Termination by Disability. If the Executive becomes Disabled prior to the expiration of the Employment Term, the Executive’s employment will terminate, and provided that such termination constitutes a Separation from Service, the Executive shall be entitled to:

(i)receive from the Company periodic payments equal to his Base Salary in effect prior to the termination of his employment (reduced by any amounts paid on a monthly basis under any long-term disability plan (the “LTD Plan”) now or hereafter sponsored by the Company), which payments shall be paid to the Executive commencing on the Separation from Service date for 12 months in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive on the date of this Agreement; provided, however, that in the event that the Executive is a Specified Employee, with respect to any amount payable by reason of the Executive’s Separation from Service that constitutes deferred compensation within the meaning of Code Section 409A, such installments shall not commence until the earlier to occur of (A) the first business day of the seventh month following the date of the Executive’s Separation from Service and (B) death, in which case the Executive (or the Executive’s estate in the event of Executive’s death) shall be paid on the earlier of (1) the first day of the seventh month following the date of the Executive’s Separation from Service and (2) the Executive’s death a lump-sum cash payment equal to the aggregate amount of any such payments that constitutes deferred compensation within the meaning of Code Section 409A that the Executive would have been entitled to receive during such period following the Executive’s Separation from Service; and

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(ii)continue participation in the Company’s group health plans at then-existing participation and coverage levels for 12 months (measured from the Executive’s Separation from Service), comparable to the terms in effect from time to time for the Company’s senior executives, including any co-payment and premium payment requirements, and the Company shall deduct from each payment payable to the Executive pursuant to Section 9(e)(i), the amount of any employee contributions necessary to maintain such coverage for such period; except that following such period, the Executive shall retain any rights to continue coverage under the Company’s group health plans under the benefits continuation provisions pursuant to Code Section 4980B by paying the applicable premiums of such plans.

(f)No Mitigation Obligation. No amounts paid under Section 9 will be reduced by any earnings that the Executive may receive from any other source. The Executive’s coverage under the Company’s medical, dental, vision and employee life insurance plans will terminate as of the date that the Executive is eligible for comparable benefits from a new employer. The Executive shall notify the Company within 30 days after becoming eligible for coverage of any such benefits.

(g)Forfeiture. Notwithstanding the foregoing, any right of the Executive to receive termination payments and benefits hereunder shall be forfeited to the extent of any amounts payable after any breach of Section 10, 11, 12, 13 or 15 by the Executive.

10.Confidential Information; Statements to Third Parties.

(a)During the Employment Term and on a permanent basis upon and following termination of the Executive’s employment, the Executive acknowledges that:

(i)all information, whether or not reduced to writing (or in a form from which information can be obtained, translated, or derived into reasonably usable form) or maintained in the mind or memory of the Executive and whether compiled or created by the Company, any of its Subsidiaries or any affiliates of the Company or its Subsidiaries (collectively, the “Company Group”), which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information, of a proprietary, private, secret or confidential (including, without exception, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, sales strategies, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, trademarks, service marks, copyrights (whether registered or unregistered), artwork, and contacts at or knowledge of customers or prospective customers) nature concerning the Company Group’s business, business relationships or financial affairs (collectively, “Proprietary Information”) shall be the exclusive property of the Company Group;

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(ii)the Proprietary Information of the Company Group gained by the Executive during the Executive’s association with the Company Group was or will be developed by and/or for the Company Group through substantial expenditure of time, effort and money and constitutes valuable and unique property of the Company Group;

(iii)reasonable efforts have been put forth by the Company Group to maintain the secrecy of its Proprietary Information;

(iv)such Proprietary Information is and will remain the sole property of the Company Group; and

(v)any retention or use by the Executive of Proprietary Information after the termination of the Executive’s services for the Company Group will constitute a misappropriation of the Company Group’s Proprietary Information.

(b)The Executive further acknowledges and agrees that hewill take all affirmative steps reasonably necessary or required by the Company to protect the Proprietary Information from inappropriate disclosure during and after his employment with the Company.

(c)The Executive further agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing or constituting Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession, regardless of medium, shall be and are the exclusive property of the Company to be used by him only in the performance of his duties for the Company. All such materials or copies thereof and all tangible things and other property of the Company Group in the Executive’s custody or possession shall be delivered to the Company (to the extent the Executive has not already returned) in good condition, on or before five business days subsequent to the earlier of: (i) a request by the Company or (ii) the Executive’s termination of employment for any reason or Cause, including for nonrenewal of this Agreement, Disability, termination by the Company or termination by the Executive. After such delivery, the Executive shall not retain any such materials or portions or copies thereof or any such tangible things and other property and shall execute any statements or affirmations of compliance under oath that the Company may require.

(d)The Executive further agrees that his obligation not to disclose or to use information and materials of the types set forth in Sections 10(a), 10(b) and 10(c) above, and his obligation to return materials and tangible property, set forth in Section 10(c) above, also extends to such types of information, materials and tangible property of customers of the Company Group, consultants for the Company Group, suppliers to the Company Group, or other third parties who may have disclosed or entrusted the same to the Company Group or to the Executive.

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(e)The Executive further acknowledges and agrees that hewill continue to keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Proprietary Information of the Company Group without limitation as to when or how the Executive may have acquired such Proprietary Information and that hewill not disclose any Proprietary Information to any person or entity other than appropriate employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval of the Board, either during or after his employment with the Company.

(f)Further the Executive acknowledges that his obligation of confidentiality will survive, regardless of any other breach of this Agreement or any other agreement, by any party hereto, until and unless such Proprietary Information of the Company Group has become, through no fault of the Executive, generally known to the public. In the event that the Executive is required by law, regulation, or court order to disclose any of the Company Group’s Proprietary Information, the Executive will promptly notify the Company prior to making any such disclosure to facilitate the Company seeking a protective order or other appropriate remedy from the proper authority. The Executive further agrees to cooperate with the Company in seeking such order or other remedy and that, if the Company is not successful in precluding the requesting legal body from requiring the disclosure of the Proprietary Information, the Executive will furnish only that portion of the Proprietary Information that is legally required, and the Executive will exercise all legal efforts to obtain reliable assurances that confidential treatment will be accorded to the Proprietary Information.

(g)The Executive’s obligations under this Section 10 are in addition to, and not in limitation of, all other obligations of confidentiality under the Company’s policies, general legal or equitable principles or statutes.

(h)During the Employment Term and following his termination of employment:

(i)the Executive shall not, directly or indirectly, make or cause to be made any statements, including but not limited to, comments in books or printed media, to any third parties criticizing or disparaging the Company Group or commenting on the character or business reputation of the Company Group. Without the prior written consent of the Board, unless otherwise required by law, the Executive shall not (A) publicly comment in a manner adverse to the Company Group concerning the status, plans or prospects of the business of the Company Group or (B) publicly comment in a manner adverse to the Company Group concerning the status, plans or prospects of any existing, threatened or potential claims or litigation involving the Company Group;

(ii)the Company shall comply with its policies regarding public statements with respect to the Executive and any such statements shall be deemed to be made by the Company only if made or authorized by a member of the Board or a senior executive officer of the Company; and

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(iii)nothing herein precludes honest and good faith reporting by the Executive to appropriate Company or legal enforcement authorities.

(i)The Executive acknowledges and agrees that a violation of the foregoing provisions of this Section 10 would cause irreparable harm to the Company Group, and that the Company’s remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other relief afforded by law or this Agreement, including damages sustained by a breach of this Agreement and any forfeitures under Section 9(g), and without the necessity or proof of actual damages, the Company shall have the right to enforce this Agreement by specific remedies, which shall include, among other things, temporary and permanent injunctions, it being the understanding of the undersigned parties hereto that damages, the forfeitures described above and injunctions shall all be proper modes of relief and are not to be considered as alternative remedies.

11.Non-Competition. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period:

(a)The Executive covenants and agrees that the Executive will not, directly or indirectly, engage in any activities on behalf of or have an interest in any Competitor of the Company Group, whether as an owner, investor, executive, manager, employee, independent consultant, contractor, advisor, or otherwise. The Executive’s ownership of less than one percent (1%) of any class of stock in a publicly tradedcorporation shall not be a breach of this paragraph.

(b)A “Competitor” is any entity doing business directly or indirectly (e.g., as an owner, investor, provider of capital or otherwise) in the United States including any territory of the United States (the “Territory”) that provides wireless products and/or services that are the same or similar to the wireless products and/or services that are currently being provided at the time of Executive’s termination or that were provided by the Company Group during the two-year period prior to the Executive’s separation from service with the Company Group.

(c)The Executive acknowledges and agrees that due to the continually evolving nature of the Company Group’s industry, the scope of its business and/or the identities of Competitors may change over time. The Executive further acknowledges and agrees that the Company Group markets its products and services on a nationwide basis, encompassing the Territory and that the restrictions imposed by this covenant, including the geographic scope, are reasonably necessary to protect the Company Group’s legitimate interests.

(d)The Executive covenants and agrees that should a court at any time determine that any restriction or limitation in this Section 11 is unreasonable or unenforceable, it will be deemed amended so as to provide the maximum protection to the Company Group and be deemed reasonable and enforceable by the court.

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12.Non-Solicitation. In consideration of the Company entering into this Agreement, for a period commencing on the Effective Date and ending on the expiration of the Restricted Period, the Executive hereby covenants and agrees that heshall not, directly or indirectly, individually or on behalf of any other person or entity do or suffer any of the following:

(a)hire or employ or assist in hiring or employing any person who was at any time during the last 18 months of the Executive’s employment an employee, representative or agent of any member of the Company Group or solicit, aid, induce or attempt to solicit, aid, induce or persuade, directly or indirectly, any person who is an employee, representative, or agent of any member of the Company Group to leavehisorheremployment with any member of the Company Group to accept employment with any other person or entity;

(b)induce any person who is an employee, officer or agent of the Company Group, or any of its affiliated, related or subsidiary entities to terminate such relationship;

(c)solicit any customer of the Company Group, or any person or entity whose business the Company Group had solicited during the 180-day period prior to termination of the Executive’s employment for purposes of business which is competitive to the Company Group within the Territory; or

(d)solicit, aid, induce, persuade or attempt to solicit, aid, induce or persuade any person or entity to take any action that would result in a Change in Control of the Company or to seek to control the Board in a material manner.

(e)For purposes of this Section 12, the term “solicit or persuade” includes, but is not limited to, (i) initiating communications with an employee of the Company Group relating to possible employment, (ii) offering bonuses or additional compensation to encourage an employee of the Company Group to terminate his employment, (iii) referring employees of the Company Group to personnel or agents employed by competitors, suppliers or customers of the Company Group, and (iv) initiating communications with any person or entity relating to a possible Change in Control.

13.Developments.

(a)The Executive acknowledges and agrees that hewill make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or jointly with others during his employment with the Company, whether or not during normal working hours or on the

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premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”).

(b)The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply to any invention which a court rules or the Company agrees falls within such classes.

(c)The Executive further agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Development.

(d)The Executive further acknowledges and agrees that if the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the Executive’s agent and attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Development, under the conditions described in this sentence.

14.Remedies. The Executive and the Company agree that the covenants contained in Sections 10, 11, 12 and 13 are reasonable under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of the Executive’s obligations under Sections 10, 11, 12 and 13 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, the Executive

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acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage. Without limiting the applicability of this Section 14 or in any way affecting the right of the Company to seek equitable remedies hereunder, in the event that the Executive breaches any of the provisions of Sections 10, 11, 12 or 13 or engages in any activity that would constitute a breach save for the Executive’s action being in a state where any of the provisions of Sections 10, 11, 12, 13 or this Section 14 is not enforceable as a matter of law, then the Company’s obligation to pay any remaining severance compensation and benefits that has not already been paid to Executive pursuant to Section 9 shall be terminated and within ten days of notice of such termination of payment, the Executive shall return all severance compensation and the value of such benefits, or profits derived or received from such benefits.

15.Continued Availability and Cooperation.

(a)Following termination of the Executive’s employment, the Executive shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company. Cooperation will include, but is not limited to:

(i)makinghimself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;

(ii)if depositions or trial testimony are to occur, makinghimself reasonably available and cooperating in the preparation therefore, as and to the extent that the Company or the Company’s counsel reasonably requests;

(iii)refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and

(iv)cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.

(b)The Company will reimburse the Executive for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees (if independent legal counsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement after the Executive’s termination of employment.

16.Dispute Resolution.

(a)In the event that the Parties are unable to resolve any controversy or claim arising out of or in connection with this Agreement or breach thereof, either

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Party shall refer the dispute to binding arbitration, which shall be the exclusive forum for resolving such claims. Such arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Employment Arbitration Rules and Procedures and governed by Kansas law. The arbitration shall be conducted by a single arbitrator selected by the Parties according to the rules of JAMS. In the event that the Parties fail to agree on the selection of the arbitrator within 30 days after either Party’s request for arbitration, the arbitrator will be chosen by JAMS. The arbitration proceeding shall commence on a mutually agreeable date within 90 days after the request for arbitration, unless otherwise agreed by the Parties, and in the location where the Executive worked during the six months immediately prior to the request for arbitration if that location is in Kansas or Virginia, and if not, the location will be Kansas, unless the Parties agree otherwise.

(b)The Parties agree that each will bear their own costs and attorneys’ fees. The arbitrator shall not have authority to award attorneys’ fees or costs to any Party.

(c)The arbitrator shall have no power or authority to make awards or orders granting relief that would not be available to a Party in a court of law. The arbitrator’s award is limited by and must comply with this Agreement and applicable federal, state, and local laws. The decision of the arbitrator shall be final and binding on the Parties.

(d)Notwithstanding the foregoing, no claim or controversy for injunctive or equitable relief contemplated by or allowed under applicable law pursuant to Sections 10, 11, 12 and 13 of this Agreement will be subject to arbitration under this Section 16, but will instead be subject to determination in a court of competent jurisdiction in Kansas, which court shall apply Kansas law consistent with Section 21 of this Agreement, where either Party may seek injunctive or equitable relief.

17.Other Agreements. No agreements (other than the agreements evidencing any grants of equity awards) or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party.

18.Withholding of Taxes. The Company will withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.

19.Successors and Binding Agreement.

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(a)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary.

(b)This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

(c)This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and 19(b). Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 19(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

20.Notices. All communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express or UPS, addressed to the Company (to the attention of the General Counsel of the Company) at its principal executive offices and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

21.Governing Law and Choice of Forum.

(a)This Agreement will be construed and enforced according to the laws of the State of Kansas, without giving effect to the conflict of laws principles thereof.

(b)To the extent not otherwise provided for by Section 16 of this Agreement, the Executive and the Company consent to the jurisdiction of all state and federal courts located in Overland Park, Johnson County, Kansas, as well as to the

Gracia Employment Agreement                                    Page 17 of 26

jurisdiction of all courts of which an appeal may be taken from such courts, for the purpose of any suit, action, or other proceeding arising out of, or in connection with, this Agreement or that otherwise arise out of the employment relationship. Each Party hereby expressly waives any and all rights to bring any suit, action, or other proceeding in or before any court or tribunal other than the courts described above and covenants that it shall not seek in any manner to resolve any dispute other than as set forth in this paragraph. Further, the Executive and the Company hereby expressly waive any and all objections either may have to venue, including, without limitation, the inconvenience of such forum, in any of such courts. In addition, each of the Parties consents to the service of process by personal service or any manner in which notices may be delivered hereunder in accordance with this Agreement.

22.Validity/Severability. If any provision of this Agreement or the application of any provision is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. To the extent any provisions held to be invalid, unenforceable or otherwise illegal cannot be reformed, such provisions are to be stricken herefrom and the remainder of this Agreement will be binding on the parties and their successors and assigns as if such invalid or illegal provisions were never included in this Agreement from the first instance.

23.Survival of Provisions. Notwithstanding any other provision of this Agreement, the parties’ respective rights and obligations under Sections 10, 11, 12, 13, 14, 15, 16, 18, 22 and 26 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment.

24.Representations and Acknowledgements.

(a)The Executive hereby represents that heis not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

(b)The Executive hereby represents that, except as hehas disclosed in writing to the Company, heis not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.

(c)The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or

Gracia Employment Agreement                                    Page 18 of 26

data the Executive acquired in confidence or in trust prior to his employment with the Company, and that hewill not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

(d)The Executive acknowledges that hewill not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement.

(e)The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

25.Compliance with Code Section 409A. With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31^st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto so as not to subject the Executive to the payment of the additional tax, interest and any tax penalty which may be imposed under Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A of the Code; and thereafter interpret its provisions in a manner that complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with the Agreement is guaranteed, and the Executive shall be responsible for any taxes, penalties and interest imposed on him under or as a result of Section 409A of the Code in connection with the Agreement.

Gracia Employment Agreement                                    Page 19 of 26

26.Amendment; Waiver. Except as otherwise provided herein, this Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by both Parties hereto. No waiver by either Party at any time of any breach by the other Party hereto or compliance with any condition or provision of this Agreement to be performed by such other Party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

27.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

28.Headings. Unless otherwise noted, the headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

29.Defined Terms.

(a)“Agreement” has the meaning set forth in the preamble.

(b)“Base Salary” has the meaning set forth in Section 4(a).

(c)“Board” has the meaning set forth in Section 3(a).

(d)“Bonus Award” has the meaning set forth in Section 4(b)(i).

(e)“Bylaws” means the Amended and Restated Sprint Corporation Bylaws, as may be amended from time to time.

(f)“Capped Bonus Award” shall mean the lesser of the annual Target Bonus or actual performance for such fiscal year in accordance with the then existing terms of the STIP, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived.

(g)“Cause” shall mean:

(i)any act or omission constituting a material breach by the Executive of any provisions of this Agreement; provided however, that, for avoidance of doubt, the failure of the Executive to relocate his residence to the area surrounding the Executive’s initial Place of Performance on or before June 30, 2016 as required under Section 8 shall constitute “Cause”;

(ii)the willful failure by the Executive to perform his duties hereunder (other than any such failure resulting from the Executive’s Disability), after demand for performance is delivered by the Company that identifies the manner in which the Company believes the Executive has not performed his duties, if, within 30 days of such demand, the Executive fails to cure any such failure capable of being cured;

Gracia Employment Agreement                                    Page 20 of 26

(iii)any intentional act or misconduct materially injurious to the Company or any Subsidiary, financial or otherwise, or including, but not limited to, misappropriation, fraud including with respect to the Company’s accounting and financial statements, embezzlement or conversion by the Executive of the Company’s or any of its Subsidiary’s property in connection with the Executive’s duties or in the course of the Executive’s employment with the Company;

(iv)the conviction (or plea of no contest) of the Executive for any felony or the indictment of the Executive for any felony including, but not limited to, any felony involving fraud, moral turpitude, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company;

(v)the commission of any intentional or knowing violation of any antifraud provision of the federal or state securities laws;

(vi)the Board reasonably believes in its good faith judgment that the Executive has committed any of the acts referred to in this Section 29(g)(v);

(vii)a final, non-appealable order in a proceeding before a court of competent jurisdiction or a final order in an administrative proceeding finding that the Executive committed any willful misconduct or criminal activity (excluding minor traffic violations or other minor offenses) which commission is materially inimical to the interests of the Company or any Subsidiary, whether for his personal benefit or in connection with his duties for the Company or any Subsidiary;

(viii)current alcohol or prescription drug abuse affecting work performance;

(ix)current illegal use of drugs; or

(x)violation of the Company’s Code of Conduct, with written notice of termination by the Company for Cause in each case provided under this Section 29(g).

For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company.

(h)“Change in Control” has the meaning set forth in the CIC Severance Plan.

(i)“Chief Executive Officer” has the meaning set forth in Section 3(a).

Gracia Employment Agreement                                    Page 21 of 26

(j)“CIC Severance Plan” means the Company’s Change in Control Severance Plan, as may be amended from time to time, or any successor plan, program or arrangement thereto.

(k)“CIC Severance Protection Period” has the meaning set forth in the CIC Severance Plan.

(l)“Certificate of Incorporation” means the Amended and Restated Articles of Incorporation of Sprint Corporation, as may be amended from time to time.

(m)“Code” means the Internal Revenue Code of 1986, as amended from time to time, including any rules and regulations promulgated thereunder, along with Treasury and IRS Interpretations thereof. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(n)“Company” has the meaning set forth in the preamble.

(o)“Company Group” has the meaning set forth in Section 10(a)(i).

(p)“Compensation Committee” means the Compensation Committee of the Board.

(q)“Competitor” has the meaning set forth in Section 11(b).

(r) “Developments” has the meaning set forth in Section 13(a).

(s)“Disability” or “Disabled” shall mean:

(i)the Executive’s incapacity due to physical or mental illness to substantially perform his duties and the essential functions of his position, with or without reasonable accommodation, on a full-time basis for six months as determined by the Board in its reasonable discretion, and within 30 days after a notice of termination is thereafter given by the Company, the Executive shall not have returned to the full-time performance of the Executive’s duties; and, further,

(ii)the Executive becomes eligible to receive benefits under the LTD Plan;

provided, however, if the Executive shall not agree with a determination to terminate his employment because of Disability, the question of the Executive’s disability shall be subject to the certification of a qualified medical doctor agreed to by the Company and the Executive. The costs of such qualified medical doctor shall be paid for by the Company.

(t)“Effective Date” has the meaning set forth in the preamble.

(u)“Employee Plans” has the meaning set forth in Section 5(a).

Gracia Employment Agreement                                    Page 22 of 26

(v)“Employment Term” means the Initial Employment Term and any Renewal Term.

(w)“Executive” has the meaning set forth in the preamble.

(x)“Good Reason” means the occurrence of any of the following without the Executive’s written consent, unless within 30 days of the Executive’s written notice of termination of employment for Good Reason, the Company cures any such occurrence:

(i)the Company’s material breach of this Agreement;

(ii)a material reduction in the Executive’s Base Salary or Target Bonus (that is not agreed to by the Executive), as compared to the corresponding circumstances in place on the Effective Date as may be increased pursuant to Section 4, except for across-the-board reductions generally applicable to all senior executives;

(iii)a change in the Executive’s reporting relationship so that the Executive no longer reports directly to the Chief Executive Officer; or

(iv)relocation of the Executive’s Place of Performance more than 50 miles without the Executive’s consent.

Any occurrence of Good Reason shall be deemed to be waived by the Executive unless the Executive provides the Company written notice of termination of employment for Good Reason within 60 days of the event giving rise to Good Reason.

(y)“Initial Employment Term” has the meaning set forth in Section 2.

(z)“JAMS” has the meaning set forth in Section 16.

(aa)“LTD Plan” has the meaning set forth in Section 9(e).

(bb)    “LTSIP” means the Company’s 2015 Omnibus Incentive Plan, effective August 7, 2015, as may be amended from time to time, or any successor plan, program or arrangement thereto.

(cc)    “LTSIP Target Award Opportunities” has the meaning set forth in Section 4(b)(ii).

(dd)    “Participant” has the meaning set forth in the CIC Severance Plan.

(ee)    “Parties” has the meaning set forth in the preamble.

(ff)    “Party” has the meaning set forth in the preamble.

(gg)    “Payment Period” means the period of 18 continuous months, as measured from the Executive’s Separation from Service.

Gracia Employment Agreement                                    Page 23 of 26

(hh)    “Place of Performance” has the meaning set forth in Section 8.

(ii)    “Proprietary Information” has the meaning set forth in Section 10(a)(i).

(jj)    “Release” means a release of claims in a form provided to the Executive by the Company in connection with the payment of benefits under this Agreement.

(kk)    “Release Consideration Period” means the period of time pursuant to the terms of the Release afforded the Executive to consider whether to sign it.

(ll)    “Release Revocation Period” means the period pursuant to the terms of an executed Release in which it may be revoked by the Executive.

(mm)    “Renewal Term” has the meaning set forth in Section 2.

(nn)    “Restricted Period” means the 18-month period following the Executive’s date of termination of employment with the Company for any reason or Cause, including for nonrenewal of this Agreement, Disability, termination by the Company or termination by the Executive.

(oo)    “Separation from Service” means “separation from service” from the Company and its subsidiaries as described under Code Section 409A and the guidance and Treasury regulations issued thereunder. Separation from Service will occur on the date on which the Executive’s level of services to the Company decreases to 21 percent or less of the average level of services performed by the Executive over the immediately preceding 36-month period (or if providing services for less than 36 months, such lesser period) after taking into account any services that the Executive provided prior to such date or that the Company and the Executive reasonably anticipate the Executive may provide (whether as an employee or as an independent contractor) after such date. For purposes of the determination of whether the Executive has had a Separation from Service, the term “Company” shall mean the Company and any affiliate with which the Company would be considered a single employer under Code Section 414(b) or 414(c), provided that in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2. In addition, where the use of such definition of “Company” for purposes of determining a Separation from Service is based upon legitimate business criteria, in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 20 percent” is used instead of “at least 80 percent” at each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation

Gracia Employment Agreement                                    Page 24 of 26

Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 20 percent” is used instead of “at least 80 percent” at each place it appears in Treasury Regulation Section 1.414(c)-2.

(pp)    “Separation Plan” means the Company’s Separation Plan, as may be amended from time to time, or any successor plan, program, arrangement or agreement thereto.

(qq)    “Specified Employee” shall mean an Executive who is a “specified employee” for purposes of Code Section 409A, as administratively determined by the Board in accordance with the guidance and Treasury regulations issued under Code Section 409A.

(rr)    “STIP” means the Company’s short-term incentive plan under Section 8 of the Company’s 2015 Omnibus Incentive Plan, effective August 7, 2015, as may be amended from time to time, or any successor plan, program or arrangement thereto.

(ss)    “Subsidiary” shall mean any entity, corporation, partnership (general or limited), limited liability company, entity, firm, business organization, enterprise, association or joint venture in which the Company directly or indirectly controls ten percent (10%) or more of the voting interest. Notwithstanding the foregoing, for purposes of Section 3(a), “Subsidiary” shall mean any affiliate with which the Company would be considered a single employer as described in the definition of Separation from Service.

(tt)    “Target Bonuses” has the meaning set forth in Section 4(b)(i).

(uu)    “Territory” has the meaning set forth in Section 11(b).

_____________________________________

Signature Page Follows

Gracia Employment Agreement                                    Page 25 of 26

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

SPRINT CORPORATION

By: /s/ Sandra Price            

Sandra J. Price

Senior Vice President - Human Resources

EXECUTIVE

/s/ Jorge Gracia                

Jorge Gracia

Gracia Employment Agreement                                    Page 26 of 26

EX-10.13

Exhibit 10.13

SECOND AMENDMENT TO SECOND STEP TRANSFER AGREEMENT

This SECOND AMENDMENT TO SECOND STEP TRANSFER AGREEMENT (this “Amendment”) is entered into as of February 1, 2016 and effective as of the Effective Date (as defined below), between MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company (the “Buyer”) and SLV-III LLC, a Cayman Islands exempted company, as Lessee Representative for the Lessees (the “Lessee Representative”).

R E C I T A L S:

A.The Buyer, the Lessee Representative and the other Lessees are parties to the Second Step Transfer Agreement, dated as of November 19, 2015 and effective as of the Lease Closing Date (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Step Transfer Agreement”).

B.The Buyer and the Lessees wish to amend the Second Step Transfer Agreement, subject to the terms and conditions herein set forth.

C.Pursuant to Section 8.1 and Section 8.14(a)(vii) of the Second Step Transfer Agreement, the Lessee Representative is authorized to execute and deliver any amendments, consents, waivers or other instruments related to the Second Step Transfer Agreement and the other Transaction Documents on behalf of the Lessees (and any such amendment, consent, waiver or other instrument shall be binding upon and enforceable against such other Lessee to the same extent as if made directly by such Lessee).

In consideration of the mutual agreements contained in this Amendment, and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties to this Amendment agree as follows:

Section 1.Definitions and Interpretation.

1.1Definitions. Unless otherwise defined, capitalized terms used herein shall have the meanings given to them in the Second Step Transfer Agreement.

1.2Interpretation. This Amendment shall be construed and interpreted in accordance with Section 1.2 of the Second Step Transfer Agreement.

Section 2.Amendment to Second Step Transfer Agreement.

2.1The definition of Customer Lease-End Rights and Obligations in Section 1.1 of the Second Step Transfer Agreement is hereby amended and restated in its entirety and replaced with the following:

““Customer Lease-End Rights and Obligations” means, with respect to any Related Customer Lease for a Device, (a) during the Term of a Device Lease for such Device, (i) the right to receive possession of such Device if returned by the Customer, (ii) the right to receive purchase price payments or payments in lieu by Customers, under such Related Customer Lease, (iii) the obligation to deliver title to such Device to the relevant Customer free and clear of any Adverse Claims by and through the Buyer upon payment of the purchase price and all other amounts due and owing for such Device under such Related Customer Lease, (iv) the right to terminate such Related Customer Lease in accordance with the early termination provisions thereof if the Sprint Parties discontinue the Sprint Parties’ leasing program for Devices and (v)

the right to set the fair market value under such Related Customer Lease in relation to the Customer’s purchase option of such Device after the Scheduled Customer Lease Term and (b) at all times after the Term of a Device Lease for such Device, all rights and obligations under such Related Customer Lease other than the right to receive all Customer Receivables attributable to any period during the Scheduled Customer Lease Term.”

Section 3.Effectiveness. As the purpose of this Amendment is to correct and clarify the Second Step Transfer Agreement, in order to match the parties’ actual agreement and intent from the inception of the Second Step Transfer Agreement and the closing of the transaction contemplated thereby, this amendment is effective as of the time of the said closing on December 2, 2015 (the “Effective Date”).

Section 4.Representations and Warranties. The Lessee Representative (on behalf of each Lessee) represents and warrants to the Buyer, and the Buyer represents and warrants to the Lessee Representative (on behalf of each Lessee), as of the date hereof, as follows:

4.1Power and Authority; Due Authorization. It (i) has all necessary power and authority to (A) execute and deliver this Amendment and (B) carry out the terms of and perform its obligations hereunder and (ii) has duly authorized by all necessary corporate or limited liability company action, as applicable, the execution, delivery and performance of this Amendment.

4.2Binding Obligations. This Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.3Non-Violation. The consummation of the transactions contemplated by this Amendment and the performance by it of the terms hereof and thereof will not, (i) violate or result in a default under (A) its articles or certificate of incorporation, memorandum and articles of association, by‑laws, certificate of formation, limited liability company agreement, or other organizational documents, as applicable, or (B) any material indenture or other material agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument except for any Lien that could not reasonably be expected to have a Material Adverse Effect or arising under the Transaction Documents, or (iii) violate in any material respect any Law applicable to it or any of its properties.

4.4Representations and Warranties in Second Step Transfer Agreement. The representations and warranties made by it in the Second Step Transfer Agreement as amended hereby (other than Section 4.2(i) of the Second Step Transfer Agreement) are true and correct in all material respects (except that any representation and warranty that is qualified by materiality, Material Adverse Effect or similar language will be true and correct (after giving effect to any qualification therein) in all respects) on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date.

4.5No Lease Event of Default. No Lease Default or Lease Event of Default exists before, nor will occur immediately after, giving effect to this Amendment or observing any provision hereof.

4.6Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for its due execution, delivery and performance

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of this Amendment or the transactions contemplated hereby, except, as applicable filings with the Securities Exchange Commission to the extent required by applicable Law.

Section 5.Miscellaneous.

5.1Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.2Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.3Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.4Transaction Documents Unaffected. Each reference to the Second Step Transfer Agreement in any Transaction Document shall hereafter be construed as a reference to the Second Step Transfer Agreement as amended hereby. This Amendment is a Sprint Transaction Document. This Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any party hereto under the Transaction Documents, including the rights of the Finance Parties, all of which are, ratified and affirmed in all respects and shall continue in full force and effect.

5.5Execution in Counterparts; Integration. This Amendment may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Executed counterparts may be delivered electronically. This Amendment, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

5.6Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized signatories, as of the date first above written.

SLV- III LLC, as Lessee Representative

By: /s/ Stefan K. Schnopp        

Name: Stefan K. Schnopp

Title: Director

MOBILE LEASING SOLUTIONS, LLC,

as Buyer

By: /s/ Jeffrey P. Krisel

Name: Jeffrey P. Krisel

Title: President

Signature Page to Second Amendment to Second Step Transfer Agreement

EX-12

Exhibit 12

Computation of Ratio of Earnings to Fixed Charges

	Successor																		Predecessor
	Nine Months Ended December 31,			Nine Months Ended December 31,			Year Ended March 31,			Three Months Ended March 31,			Year Ended December 31,			87 Days Ended December 31,			191 Days Ended July 10,			Years Ended December 31,
	2015			2014			2015			2014			2013			2012			2013			2012			2011			2010
	(in millions)
Earnings (loss):
(Loss) income from continuing operations before income taxes	$	(1,315	)	$	(3,722	)	$	(3,919	)	$	(95	)	$	(1,815	)	$	(23	)	$	443		$	(4,172	)	$	(2,636	)	$	(3,299	)
Equity in losses of unconsolidated investments, net	—			—			—			—			—			—			482			1,114			1,730			1,286
Fixed charges	2,353			2,212			2,969			747			1,367			—			1,501			2,365			2,068			2,081
Interest capitalized	(40		)	(41		)	(56		)	(13		)	(30		)	—			(29		)	(278		)	(413		)	(13		)
Amortization of interest capitalized	100			99			133			33			56			—			71			81			48			85
Earnings (loss), as adjusted	1,098			(1,452		)	(873		)	672			(422		)	(23		)	2,468			(890		)	797			140
Fixed charges:
Interest expense	1,630			1,528			2,051			516			918			—			1,135			1,428			1,011			1,464
Interest capitalized	40			41			56			13			30			—			29			278			413			13
Portion of rentals representative of interest	683			643			862			218			419			—			337			659			644			604
Fixed charges	2,353			2,212			2,969			747			1,367			—			1,501			2,365			2,068			2,081
Ratio of earnings to fixed charges	— (1)			— (2)			— (3)			— (4)			— (5)			— (6)			1.6 (7)			— (8)			— (9)			— (10)

(1) Successor earnings (loss), as adjusted were inadequate to cover fixed charges by $1.3 billion for the nine months ended December 31, 2015.

(2) Successor earnings (loss), as adjusted were inadequate to cover fixed charges by $3.7 billion for the nine months ended December 31, 2014.

(3) Successor earnings (loss), as adjusted were inadequate to cover fixed charges by $3.8 billion in the year ended March 31, 2015.

(4) Successor earnings (loss), as adjusted were inadequate to cover fixed charges by $75 million for the three months ended March 31, 2014.

(5) Successor earnings (loss), as adjusted were inadequate to cover fixed charges by $1.8 billion in the year ended 2013.

(6) Successor earnings (loss), as adjusted were inadequate to cover fixed charges by $23 million for the 87 days period ended December 31, 2012.

(7) The income from continuing operations before income taxes for 191 days period ended July 10, 2013 included a pretax gain of $2.9 billion as a result of acquisition of our previously-held equity interest in Clearwire.

(8) Predecessor earnings (loss), as adjusted were inadequate to cover fixed charges by $3.3 billion in the year ended 2012.

(9) Predecessor earnings (loss), as adjusted were inadequate to cover fixed charges by $1.3 billion in the year ended 2011.

(10) Predecessor earnings (loss), as adjusted were inadequate to cover fixed charges by $1.9 billion in the year ended 2010.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Marcelo Claure, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sprint Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 4, 2016

/s/ Marcelo Claure

Marcelo Claure

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Tarek Robbiati, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sprint Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 4, 2016

/s/ Tarek Robbiati

Tarek Robbiati

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Sprint Corporation (the “Company”) on Form 10-Q for the period ended December 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Marcelo Claure, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 4, 2016

/s/ Marcelo Claure

Marcelo Claure

Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Sprint Corporation (the “Company”) on Form 10-Q for the period ended December 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Tarek Robbiati, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 4, 2016

/s/ Tarek Robbiati

Tarek Robbiati

Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2015	Feb. 02, 2016
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	S
Entity Registrant Name	SPRINT CORP
Entity Central Index Key	0000101830
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		3,971,223,232

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015
Current Assets
Cash and Cash Equivalents	$ 2,175	$ 4,010
Short-term Investments	41	166
Accounts and notes receivable, net of allowance for doubtful accounts and deferred interest of $38 and $204	1,033	2,290
Device and accessory inventory	995	1,359
Current deferred tax asset	0	62
Prepaid expenses and other current assets	2,317	1,890
Total current assets	6,561	9,777
Property, plant and equipment, net	20,645	19,721
Intangible assets
Goodwill	6,575	6,575
FCC licenses and other	40,052	39,987
Definite-lived intangible assets, net	4,807	5,893
Other assets	911	1,077
Total assets	79,551	83,030
Current Liabilities
Accounts payable	3,078	4,347
Accrued expenses and other current liabilities	4,474	5,293
Deferred Tax Liabilities, Net, Current	186	0
Current portion of long-term debt, financing and capital lease obligations	3,324	1,300
Total current liabilities	11,062	10,940
Long-term debt, financing and capital lease obligations	30,429	32,531
Deferred tax liabilities	13,773	13,898
Other liabilities	3,954	3,951
Total liabilities	$ 59,218	$ 61,320
Commitments and contingencies
Shareholders' Equity
Common stock, voting, par value $0.01 per share, 9.0 billion authorized, 3.970 billion and 3.967 billion issued, respectively	$ 40	$ 40
Treasury Stock, Value	0	(7)
Paid-in capital	27,536	27,468
Accumulated deficit	(6,824)	(5,383)
Accumulated other comprehensive loss	(419)	(408)
Total stockholders' equity	20,333	21,710
Liabilities and Equity	$ 79,551	$ 83,030

XML

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015
Statement of Financial Position [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ 38	$ 204
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common shares, shares authorized	9,000,000,000	9,000,000,000
Common Stock, Shares, Issued	3,970,000,000	3,967,000,000

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended			9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014		Dec. 31, 2015	Dec. 31, 2014
Revenue, Net [Abstract]
Service	$ 6,683	$ 7,272		$ 20,600	$ 22,404
Equipment	1,424	1,701		3,509	3,846
Net operating revenues	8,107	8,973		24,109	26,250
Net operating expenses
Cost of Services (exclusive of depreciation and amortization included below)	2,348	2,330		7,194	7,279
Cost of Products (exclusive of depreciation and amortization included below)	1,589	2,952		4,244	7,482
Selling, general and administrative	2,129	2,647		6,540	7,232
Impairments	0	2,133	[1]	0	2,133	[1]
Severance and exit costs	209	22		247	333
Depreciation	1,549	940		4,202	2,706
Amortization	316	380		994	1,189
Other, net	164	109		386	109
Total costs and expenses	8,304	11,513		23,807	28,463
Operating Income	(197)	(2,540)		302	(2,213)
Other (expense) income
Interest Expense	(546)	(506)		(1,630)	(1,528)
Other income, net	4	10		13	19
Nonoperating Expense	(542)	(496)		(1,617)	(1,509)
Loss (income) before income taxes	(739)	(3,036)		(1,315)	(3,722)
Income tax benefit	(97)	657		(126)	601
Net (loss) income	$ (836)	$ (2,379)		$ (1,441)	$ (3,121)
Basic net (loss) income per common share	$ (0.21)	$ (0.60)		$ (0.36)	$ (0.79)
Diluted net (loss) income per common share	$ (0.21)	$ (0.60)		$ (0.36)	$ (0.79)
Basic weighted average common shares outstanding	3,970	3,957		3,969	3,950
Diluted weighted average common shares outstanding	3,970	3,957		3,969	3,950
Other comprehensive (loss) income, net of tax:
Net unrealized holding gains on securities and other	$ (9)	$ (12)		$ (16)	$ (18)
Net unrecognized net periodic pension and other postretirement benefits	2	(208)		5	(209)
Other comprehensive income	(7)	(220)		(11)	(227)
Comprehensive (loss) income	$ (843)	$ (2,599)		$ (1,452)	$ (3,348)

[1] Impairments for the three and nine-month periods ended December 31, 2014 consist of a $1.9 billion Sprint trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net (Loss) income	$ (1,441)	$ (3,121)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Impairments	0	2,133	[1]
Depreciation and amortization	5,196	3,895
Provision for losses on accounts receivable	385	730
Share-based and long-term incentive compensation expense	58	89
Deferred income tax benefit	120	(634)
Amortization and accretion of long-term debt premiums and discounts	(236)	(226)
Other changes in assets and liabilities:
Accounts and notes receivable	(1,482)	(1,356)
Inventories and other current assets	(117)	(1,044)
Accounts payable and other current liabilities	(816)	1,183
Non-current assets and liabilities, net	112	(281)
Other, net	596	106
Net cash provided by operating activities	2,603	1,474
Cash flows from investing activities
Capital expenditures - network and other	(3,958)	(3,814)
Capital expenditures - leased devices	(1,724)	(143)
Expenditures relating to FCC licenses	(75)	(121)
Reimbursements relating to FCC licenses	0	95
Proceeds from sales and maturities of short-term investments	377	2,913
Purchases of short-term investments	(252)	(1,947)
Proceeds from sales of assets and FCC Licenses	36	114
Sale Leaseback Transaction, Net Proceeds, Investing Activities	1,136	0
Other, net	(25)	(9)
Net Cash Used in Investing Activities	(4,485)	(2,912)
Cash flows from financing activities
Proceeds from debt and financings	755	300
Repayments of debt and capital lease obligations	(727)	(390)
Proceeds from issuance of common stock and warrants, net	10	50
Other, net	10	0
Net cash provided by (used in) financing activities	47	(77)
Net decrease in cash and cash equivalents	(1,835)	(1,515)
Cash and cash equivalents, beginning of period	4,010	4,970
Cash and cash equivalents, end of period	2,175	3,455
Loss on Disposition of Property Plant Equipment	$ 228	$ 0

[1] Impairments for the three and nine-month periods ended December 31, 2014 consist of a $1.9 billion Sprint trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 9 months ended Dec. 31, 2015 - USD ($) shares in Millions, $ in Millions	Total	Common Stock [Member]	Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]
Balance (in shares) at Mar. 31, 2015		3,967		1
Balance at Mar. 31, 2015	$ 21,710	$ 40	$ 27,468	$ (7)	$ (5,383)	$ (408)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,441)				(1,441)
Other Comprehensive Income (Loss), Net of Tax	(11)					(11)
Stock Issued During Period, Shares, New Issues		3
Stock Issued During Period, Value, New Issues	10		3
Stock Issued During Period, Shares, Treasury Stock Reissued				(1)
Stock Issued During Period, Value, Treasury Stock Reissued				$ 7
Share-based compensation expense	55		55
Capital Contribution By SoftBank	10		10
Balance (in shares) at Dec. 31, 2015		3,970		0
Balance at Dec. 31, 2015	$ 20,333	$ 40	$ 27,536	$ 0	$ (6,824)	$ (419)

XML

Basis of Presentation

9 Months Ended

Dec. 31, 2015

Nature of Operations [Abstract]

Nature of Operations [Text Block]

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, 2015. 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.

Certain prior period amounts have been reclassified to conform to the current period presentation.

XML

New Accounting Pronouncements

9 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

In April 2014, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The updated guidance defines discontinued operations as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, the disclosure requirements for discontinued operations were expanded and new disclosures for individually significant dispositions that do not qualify as discontinued operations are required. The guidance is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2014, with early adoption permitted for transactions that have not been reported in financial statements previously issued or available for issuance. The standard was effective for the Company's fiscal year beginning April 1, 2015 and will be applied to relevant transactions.

In May 2014, the FASB issued new authoritative literature, Revenue from Contracts with Customers. The issuance is part of a joint effort by the FASB and the International Accounting Standards Board (IASB) to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. The new standard will supersede much of the existing authoritative literature for revenue recognition. In July 2015, the FASB deferred the effective date of this standard. As a result, the standard and related amendments will be effective for the Company for its fiscal year beginning April 1, 2018, including interim periods within that fiscal year. Early application is permitted, but not before the original effective date of April 1, 2017. Entities are allowed to transition to the new standard by either retrospective application or recognizing the cumulative effect. The Company is currently evaluating the guidance, including which transition approach will be applied and the estimated impact it will have on our consolidated financial statements.

In June 2014, the FASB issued authoritative guidance regarding Compensation - Stock Compensation, which provides guidance on how to treat performance targets that can be achieved after the requisite service period. The updated guidance requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition and accounted for under current guidance as opposed to a nonvesting condition that would impact the grant-date fair value of the award. The guidance is effective for the Company for its fiscal year and interim periods within those fiscal years beginning April 1, 2016 with early adoption permitted. Entities may apply the amendments either (i) prospectively to all awards granted or modified after the effective date; or (ii) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter with the cumulative effect as an adjustment to the opening retained earnings balance as of the beginning of the earliest annual period presented. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

In August 2014, the FASB issued authoritative guidance regarding Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The updated guidance requires management to perform interim and annual assessments on whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related disclosures, if required. The standard will be effective for the Company’s fiscal year beginning April 1, 2016, including interim reporting periods within that fiscal year, although early adoption is permitted. The Company will evaluate the standard, as necessary, upon adoption.

In January 2015, the FASB issued authoritative guidance on Extraordinary and Unusual Items, eliminating the concept of extraordinary items. The issuance is part of the FASB’s initiative to reduce complexity in accounting standards. Under the current guidance, an entity is required to separately classify, present and disclose events and transactions that meet the criteria for extraordinary classification. Under the new guidance, reporting entities will no longer be required to consider whether an underlying event or transaction is extraordinary, however, presentation and disclosure guidance for items that are unusual in nature or occur infrequently was retained and expanded to include items that are both unusual in nature and infrequently occurring. The amendments are effective for the Company’s fiscal year beginning April 1, 2016, although early adoption is permitted if applied from the beginning of a fiscal year. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements. 

In February 2015, the FASB issued authoritative guidance regarding Consolidation, which provides guidance to management when evaluating whether they should consolidate certain legal entities. The updated guidance modifies evaluation criteria of limited partnerships and similar legal entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships. All legal entities will be subject to reevaluation under the revised consolidation model. The standard will be effective for the Company’s fiscal year beginning April 1, 2016, including interim reporting periods within that fiscal year, although early adoption is permitted. The Company is currently evaluating the guidance and assessing the impact it will have on our consolidated financial statements.

In April 2015, the FASB issued authoritative guidance regarding Interest - Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 31, 2015, with early adoption permitted. In August 2015, the FASB added Securities and Exchange Commission paragraphs to this guidance which address the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The standard would be effective retrospectively for the Company’s fiscal year beginning April 1, 2016, however, we expect to early adopt the provisions of this standard effective January 1, 2016. The Company does not expect the early adoption of this guidance to have a material effect on our consolidated financial statements.

In July 2015, the FASB issued authoritative guidance regarding Inventory, which simplifies the subsequent measurement of certain inventories by replacing today’s lower of cost or market test with a lower of cost and net realizable value test. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, although early adoption is permitted. The standard will be effective for the Company’s fiscal year beginning April 1, 2017. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

In September 2015, the FASB issued authoritative guidance amending Business Combinations, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2015, with early application permitted for financial statements that have not been issued. The amendments are to be applied prospectively to adjustments that occur after the effective date. The amendments will be effective for the Company for the fiscal year beginning April 1, 2016 and will be applied, as necessary, to future business combinations.

In November 2015, the FASB issued authoritative guidance regarding Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring all deferred income tax liabilities and assets be classified as noncurrent on the consolidated balance sheets. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2016, with early adoption permitted. The standard would be effective for the Company’s fiscal year beginning April 1, 2017, however, we expect to early adopt the provisions of this standard effective January 1, 2016 on a prospective basis. The Company does not expect the early adoption of this guidance to have a material effect on our consolidated financial statements.

In January 2016, the FASB issued authoritative guidance regarding Financial Instruments, which amended guidance on the classification and measurement of financial instruments. Under the new guidance, entities will be required to measure equity investments that are not consolidated or accounted for under the equity method at fair value with any changes in fair value recorded in net income, unless the entity has elected the new practicability exception. For financial liabilities measured using the fair value option, entities will be required to separately present in other comprehensive income the portion of the changes in fair value attributable to instrument-specific credit risk. Additionally, the guidance amends certain disclosure requirements associated with the fair value of financial instruments. The standard will be effective for the Company’s fiscal year beginning April 1, 2018, including interim reporting periods within that fiscal year. The Company is currently evaluating the guidance and assessing the impact it will have on our consolidated financial statements.

XML

Funding Sources

9 Months Ended

Dec. 31, 2015

Receivables [Abstract]

Funding sources [Text Block]

Note 3. Funding Sources

Our device leasing and installment billing programs require a greater use of operating cash flows in the earlier part of the device contracts as our subscribers will generally pay less upfront than traditional subsidized programs. The Accounts Receivable Facility and the Handset Sale-Leaseback transactions described below were designed to mitigate the significant use of cash from purchasing devices from OEMs to fulfill our installment billing and leasing programs.

Accounts Receivable Facility

Transaction Overview

Our accounts receivable facility (Receivables Facility), which provides us the opportunity to sell eligible wireless service and installment receivables to unaffiliated third parties (Purchasers), was amended in November 2015 to include future amounts due from customers who lease certain devices from us. The amendment increased the maximum funding limit under the Receivables Facility to $4.3 billion and extended the expiration to November 2017. The amount available under the Receivables Facility fluctuates over time based on the total amount of eligible receivables generated during the normal course of our business. As of December 31, 2015, the total borrowing capacity available under the facility was approximately $2.0 billion. However, as a result of sales we have completed to date, the total amount available to be drawn as of December 31, 2015was $778 million. The proceeds from the sale of these receivables are comprised of a combination of cash and a deferred purchase price receivable (DPP). While it's at Sprint's election to decide how much cash it chooses to receive from each sale, the maximum amount of proceeds varies based on a number of factors and currently represents approximately 50% of the total amount of the receivables sold to the Purchasers. The DPP is realized by us upon the ultimate collection of the underlying receivables sold to the Purchasers or until Sprint elects to receive additional amounts in cash from the Purchasers subject to the total availability under the Receivables Facility. As of December 31, 2015, we have elected not to sell future receivables associated with certain devices leased by our customers.

Wireless service and installment receivables sold are treated as a sale of financial assets and Sprint derecognizes these receivables, as well as the related allowances, and recognizes the net proceeds received in cash provided by operating activities on the consolidated statements of cash flows. The fees associated with these sales are recognized in "Selling, general and administrative" on the consolidated statements of comprehensive loss. The sale of future lease receivables will be recorded as a financing transaction. Accordingly, the proceeds received will be reflected as cash provided by financing activities on the consolidated statements of cash flows and the fees will be recognized as "Interest expense" on the consolidated statements of comprehensive loss.

Transaction Structure

Sprint contributes eligible 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 and installment 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.

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 pay the investment, 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.

Sprint has no retained interest in the receivables sold, other than collection and administrative responsibilities and its right to the DPP. 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 exchange for a monthly servicing fee, and Sprint guarantees the performance of the servicing obligations under the Receivables Facility.

DPP

The DPP related to our wireless service and installment receivables is classified as a trading security within "Prepaid expenses and other current assets" on the consolidated balance sheets and is recorded at its estimated fair value. The fair value of the DPP is estimated using a discounted cash flow model, which relies principally on unobservable inputs such as the nature and credit class of the sold receivables and subscriber payment history, and, for installment receivables sold, the estimated timing of upgrades and upgrade payment amounts for those with upgrade options. Accretable yield on the DPP is recognized as interest revenue within net operating service revenue on the consolidated statements of comprehensive loss and other changes in the fair value of the DPP are recognized in "Selling, general and administrative" on the consolidated statements of comprehensive loss. Changes in the fair value of the DPP did not have a material impact on our statements of comprehensive loss for the three and nine-month periods endedDecember 31, 2015. Changes to the unobservable inputs used to determine the fair value are not expected to result in a material change in the fair value of the DPP.

Wireless Service Receivable Sales

On March 31, 2015, we sold approximately $1.8 billion of wireless service receivables in exchange for $500 million in cash (reflected within the change in accounts and notes receivable on the consolidated statement of cash flows) and a DPP of $1.3 billion, with an estimated fair value of $1.2 billion. In accordance with our rights under the Receivables Facility, in April 2015 Sprint elected to temporarily suspend sales of receivables by the SPEs and remitted payments received to the Purchasers to reduce the funded amount to zero.

In September 2015, we sold wireless service receivables of approximately $1.9 billion in exchange for $400 million in cash and $1.5 billion of DPP, with an estimated fair value of $1.4 billion. In October 2015, we elected to receive $300 million of cash and reduced the amount of the associated DPP due to Sprint. As of December 31, 2015, the total amount available under the Receivables Facility associated with wireless service receivables was $193 million and the total fair value of the associated DPP was $1.1 billion.

Installment Receivable Sales

In October 2015, we sold installment receivables of approximately $1.2 billion under the Receivables Facility in exchange for $100 million in cash and $1.1 billion of DPP, with an estimated fair value of $1.0 billion. In November 2015, we elected to receive $400 million of cash and reduce the amount of the associated DPP due to Sprint. During the period from our initial sale in October to December 31, 2015, cash collections on previously sold installment receivables exceeded sales of new receivables such that the DPP decreased by approximately $150 million. As of December 31, 2015, the total amount available under the Receivables Facility associated with installment receivables was $29 million and the total fair value of the associated DPP was $491 million.

Future Lease Receivable Sales

As of December 31, 2015, we had not sold any future lease receivables. As of December 31, 2015, the amount available under the Receivables Facility associated with future lease receivables was $556 million.

Continuing Involvement

Sprint has continuing involvement in the receivables sold by the SPEs to the Purchasers because a subsidiary of Sprint services the receivables. Additionally, in accordance with the Receivables Facility, Sprint is required to repurchase aged receivables, or those that will be written off in accordance with Sprint's credit and collection policies, both of which result from subscriber non-payment. Sprint recognizes assets and liabilities, as applicable, with respect to its continuing involvement at fair value. Sprint's continuing involvement did not have a material impact on its financial statements as of December 31, 2015.

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 service and installment receivables purchased by the Conduits, which is comprised of the DPP due to Sprint, is not considered a variable interest because it is in assets that represent less than 50% of the total activity of the Conduits.

Handset Sale-Leaseback

In November 2015, Sprint entered into agreements (Handset Sale-Leaseback) to sell and lease-back certain leased devices excluded from our Receivables Facility, which allowed us to monetize the devices including the device residual values. Under the agreements with Mobile Leasing Solutions, LLC (MLS), a company formed by a group of equity investors, including SoftBank Group Corp. (SoftBank), Sprint maintains the customer lease, will continue to collect and record lease revenue from the customer and will remit monthly rental payments to MLS, which are recognized as "Cost of products" on the consolidated statements of comprehensive loss during the lease-back period.

In December 2015, Sprint contributed $1.3 billion of certain leased devices and the associated customer leases to wholly-owned consolidated bankruptcy-remote special purpose entities of Sprint (SPE Lessees). The SPE Lessees then sold the devices and transferred certain specified customer lease end rights and obligations, such as the right to receive the proceeds from customers who elect to purchase the device at the end of the customer lease term, to MLS in exchange for proceeds totaling $1.1 billion(Cash Purchase Price) and a DPP of $126 million.

The difference between the fair value and the net book value of the devices sold was recognized as a loss on disposal of property, plant and equipment in the amount of $65 million and is included in "Other, net" on the consolidated statements of comprehensive loss. Simultaneously with the sale of the devices, MLS leased back each device to the SPE Lessees pursuant to the Master Lease Agreement (Device Lease) in exchange for monthly rental payments to be made by the SPE Lessees to MLS. Monthly rental payments made to MLS totaled $60 million during the three and nine-month periods endedDecember 31, 2015. As of December 31, 2015, the minimum estimated amounts due to MLS were $176 million for the remaining fiscal year 2015, $673 million for fiscal year 2016, and $113 million for fiscal year 2017.

The SPE Lessees retain all rights to the underlying customer leases, such as the right to receive the rental payments during the device lease-back period, other than the aforementioned certain specified customer lease end rights. Each SPE Lessee is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the SPE Lessee, to be satisfied out of the SPE Lessee’s assets prior to any assets in the SPE Lessee becoming available to Sprint. Accordingly, the assets of the SPE Lessee are not available to pay creditors of Sprint or any of its affiliates. Settlement for the DPP occurs at the end of the agreement and can be reduced to the extent that MLS experiences a loss on the device (either not returned or sold at a loss), but only to the extent of the device's DPP balance. The DPP associated with the Handset Sale-Leaseback is recorded in “Other assets” in the consolidated balance sheets at its estimated net realizable value. Changes to the DPP prior to settlement with MLS are recorded as an adjustment to rent expense in “Cost of products” in the consolidated statements of comprehensive loss. Brightstar US, Inc. (Brightstar), a wholly-owned subsidiary of SoftBank, provides reverse logistics and remarketing services to MLS with respect to the devices.

Unless a Device Lease is terminated early, the SPE Lessees are obligated to pay the full monthly rental payments under each Device Lease, regardless of whether customers make lease payments on the devices leased to them or whether the customer lease is still in effect. Sprint has guaranteed to MLS, the performance of the covenants, agreements and undertakings of the SPE Lessees under the transaction documents.

All devices must be returned to MLS, subject to purchase rights of the customers and provided that SPE Lessees have no obligation to return devices not returned by the customers to Sprint. Sprint will act as servicer for MLS, to the extent needed, after the end of the device leaseback period. To secure the obligations of the SPE Lessees under the Device Lease, the SPE Lessees provide a security interest to MLS in, among other things, the customer leases. In the event that MLS is able to sell the returned devices at a price greater than the expected device residual value, Sprint has the potential to share some of the excess proceeds.

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Financial Instruments

9 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Financial Instruments

Note 5. Financial Instruments

The carrying amount of cash and cash equivalents, accounts and notes receivable, and accounts payable approximates fair value. Short-term investments (consisting primarily of commercial paper), totaling approximately $41 million and $166 million as of December 31, 2015 and March 31, 2015, respectively, are recorded at amortized cost, and the respective carrying amounts approximate fair value. The fair value of marketable equity securities totaling $42 million and $40 million as of December 31, 2015 and March 31, 2015, respectively, are measured on a recurring basis using quoted prices in active markets.

The estimated fair value of the majority of our current and long-term debt, excluding our credit facilities, 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.

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

	Carrying amount at December 31, 2015		Estimated Fair Value Using Input Type
			Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt	$	33,424	$	21,194	$	4,494	$	1,644	$	27,332

	Carrying amount at March 31, 2015		Estimated Fair Value Using Input Type
			Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt	$	33,434	$	27,238	$	4,906	$	1,410	$	33,554

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Installment Receivables

9 Months Ended

Dec. 31, 2015

Receivables [Abstract]

Financing Receivables [Text Block]

Installment Receivables

Certain subscribers have the option to purchase their devices in installments 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. Beginning in October 2015, Sprint sold and derecognized all installment receivables as well as the related allowances and deferred interest.

The following table summarizes the installment receivables:

	March 31, 2015
	(in millions)
Installment receivables, gross	$	1,725
Deferred interest	(139		)
Installment receivables, net of deferred interest	1,586
Allowance for credit losses	(190		)
Installment receivables, net	$	1,396
Classified on the consolidated balance sheets as:
Accounts and notes receivable, net	$	1,035
Other assets	361
Installment receivables, net	$	1,396

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

	March 31, 2015
	Prime		Subprime		Total
	(in millions)
Unbilled	$	1,243	$	359	$	1,602
Billed - current	65		22		87
Billed - past due	21		15		36
Installment receivables, gross	$	1,329	$	396	$	1,725

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

	Nine Months Ended December 31,			Twelve Months Ended  March 31,
	2015			2015
	(in millions)
Deferred interest and allowance for credit losses, beginning of period	$	329		$	124
Bad debt expense	93			398
Write-offs, net of recoveries	(105		)	(255		)
Change in deferred interest on short-term and long-term installment receivables	(43		)	62
Derecognition of deferred interest and allowance for credit losses	(274		)	—
Deferred interest and allowance for credit losses, end of period	$	—		$	329

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Property, Plant and Equipment

9 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 6. 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 $763 million and $2.0 billion as of December 31, 2015 and 2014, respectively. The following table presents the components of property, plant and equipment and the related accumulated depreciation:

	December 31, 2015			March 31, 2015
	(in millions)
Land	$	266		$	266
Network equipment, site costs and related software	21,304			18,990
Buildings and improvements	793			754
Non-network internal use software, office equipment, leased devices and other	5,346			2,979
Construction in progress	1,395			2,090
Less: accumulated depreciation	(8,459		)	(5,358		)
Property, plant and equipment, net	$	20,645		$	19,721

In September 2014, Sprint introduced a leasing program, 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 turn in their device, continue leasing their device, or purchase the device. As of December 31, 2015, a majority of our device leases were classified as operating leases. At lease inception, the devices leased through Sprint's direct channels are reclassified from inventory to property, plant and equipment. For those devices leased through indirect channels, Sprint purchases the device to be leased from the retailer at lease inception. The devices are then depreciated using the straight-line method to their estimated residual value over the estimated useful life, which is based on the lease term.

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

	December 31, 2015			March 31, 2015
	(in millions)
Leased devices	$	4,120		$	1,974
Less: accumulated depreciation	(799		)	(197		)
Leased devices, net	$	3,321		$	1,777

During the nine-month periods endedDecember 31, 2015 and 2014, there were non-cash transfers to leased devices of approximately $2.6 billion and $700 million, respectively, along with a corresponding decrease in "Device and accessory inventory." In addition, during the three-month period ended December 31, 2015, we sold devices totaling $1.3 billion (See Note 3. Funding Sources). Non-cash accruals included in leased devices totaled approximately $306 million and $150 million as of December 31, 2015 and 2014, respectively, for devices purchased from indirect dealers that were leased to our subscribers. Depreciation expense incurred on all leased devices for the three and nine-month periods endedDecember 31, 2015 was $535 million and $1.2 billion, respectively. Depreciation expense incurred on all leased devices for three and nine-month periods endedDecember 31, 2014 was $54 million and $56 million, respectively.

During the three and nine-month periods ended December 31, 2015, we recorded $78 million and $163 million, respectively, of loss on disposal of property, plant and equipment, which is included in "Other, net" in our consolidated statements of comprehensive loss. These losses resulted from the write-off of leased devices associated with lease cancellations prior to the scheduled customer lease terms where customers did not return the devices to us and cell site construction costs that are no longer recoverable as a result of changes in the Company's network plans.

Impairments

During the three-month period ended December 31, 2014, we also recorded an impairment loss of $233 million, which is included in “Impairments” in our consolidated statements of comprehensive loss, to reduce the carrying value of the Wireline asset group, which includes the Wireline long-lived assets, to its estimated fair value of $918 million as of December 31, 2014.

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Intangible Assets

9 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 7. Intangible Assets

Indefinite-Lived Intangible Assets

Our indefinite-lived intangible assets consist of FCC licenses, which were acquired primarily through FCC auctions and business combinations, certain of our trademarks, and goodwill. At December 31, 2015, we held 1.9 GHz, 800 MHz 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. Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations.

	March 31, 2015		Net Additions		December 31, 2015
	(in millions)
FCC licenses	$	35,952	$	65	$	36,017
Trademarks	4,035		—		4,035
Goodwill	6,575		—		6,575
	$	46,562	$	65	$	46,627

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. After the merger with SoftBank, actual results and expectations of net postpaid handset subscriber additions were lower than the forecasts used to allocate the purchase price to the assets acquired and liabilities assumed. During the quarter ended December 31, 2014, we determined that recoverability of the carrying amount of goodwill and the Sprint trade name should be evaluated for impairment and it was determined that the carrying value of the Sprint trade name exceeded its estimated fair value of $3.3 billion. Accordingly, during the quarter ended December 31, 2014 we recorded an impairment loss of $1.9 billion, which is included in “Impairments” in our consolidated statements of comprehensive loss.

The stock price at December 31, 2015 of $3.62 was below the net book value per share price of $5.12. Subsequent to the balance sheet date, the stock price has decreased further to $2.84 at February 3, 2016. The quoted market price of our stock is not the sole consideration of fair value. Other considerations include, but are not limited to, expectations of future results and an estimated control premium.

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 and trade names impairment tests will prove to be an accurate prediction of the future. Continued, sustained declines in the Company’s operating results, 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.

Intangible Assets Subject to Amortization

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

		December 31, 2015							March 31, 2015
	Useful Lives	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
		(in millions)
Customer relationships	4 to 8 years	$	6,923	$	(3,755	)	$	3,168	$	6,923	$	(2,791	)	$	4,132
Other intangible assets:
Favorable spectrum leases	23 years	884		(103		)	781		884		(71		)	813
Favorable tower leases	3 to 7 years	589		(269		)	320		589		(189		)	400
Trademarks	34 years	520		(39		)	481		520		(27		)	493
Other	4 to 10 years	81		(24		)	57		72		(17		)	55
Total other intangible assets		2,074		(435		)	1,639		2,065		(304		)	1,761
Total definite-lived intangible assets		$	8,997	$	(4,190	)	$	4,807	$	8,988	$	(3,095	)	$	5,893

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Accounts Payable

9 Months Ended

Dec. 31, 2015

Accounts Payable [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 8. Accounts Payable

Accounts payable at December 31, 2015 and March 31, 2015 include liabilities in the amounts of $72 million and $90 million, respectively, for checks issued in excess of associated bank balances but not yet presented for collection.

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Long-Term Debt, Financing and Capital Lease Obligations

9 Months Ended

Dec. 31, 2015

Long-term Debt and Capital Lease Obligations [Abstract]

Long-Term Debt, Financing and Capital Lease Obligations

Note 9. Long-Term Debt, Financing and Capital Lease Obligations

	Interest Rates			Maturities			December 31, 2015			March 31, 2015
							(in millions)
Notes
Senior notes
Sprint Corporation	7.13	-	7.88%	2021	-	2025	$	10,500		$	10,500
Sprint Communications, Inc.	6.00	-	11.50%	2016	-	2022	9,280			9,280
Sprint Capital Corporation	6.88	-	8.75%	2019	-	2032	6,204			6,204
Guaranteed notes
Sprint Communications, Inc.	7.00	-	9.00%	2018	-	2020	4,000			4,000
Secured notes
Clearwire Communications LLC (1)	14.75%			2016			300			300
Exchangeable notes
Clearwire Communications LLC (1)	8.25%			2040			629			629
Credit facilities
Bank credit facility	3.63%			2018			—			—
Export Development Canada (EDC)	3.78	-	5.56%	2017	-	2019	550			800
Secured equipment credit facilities	1.99	-	2.75%	2017	-	2021	960			610
Financing obligation	6.10%			2021			237			275
Capital lease obligations and other	2.35	-	10.52%	2016	-	2023	231			127
Net premiums							862			1,106
							33,753			33,831
Less current portion							(3,324		)	(1,300		)
Long-term debt, financing and capital lease obligations							$	30,429		$	32,531

________ 

(1) Notes of Clearwire Communications LLC are also direct obligations of Clearwire Finance, Inc. and are guaranteed by certain Clearwire subsidiaries.

As of December 31, 2015, Sprint Corporation, the parent corporation, had $10.5 billion in aggregate principal amount of senior notes outstanding. In addition, as of December 31, 2015, the outstanding principal amount of senior notes issued by Sprint Communications, Inc. and Sprint Capital Corporation, guaranteed notes issued by Sprint Communications, Inc., exchangeable notes issued by Clearwire Communications LLC, the EDC agreement, and the secured equipment credit facilities, totaling $21.8 billion in principal amount of our long-term debt issued by 100% owned subsidiaries, was fully and unconditionally guaranteed by Sprint Corporation. The indenture governing the secured notes of Clearwire Communications LLC restricts the ability of it and its subsidiaries to distribute cash to its parent. Although certain financing agreements restrict the ability of Sprint Communications, Inc. 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, Inc. is generally not restricted.

Cash interest payments, net of amounts capitalized of $40 million and $41 million, totaled $1.8 billion during each of the nine-month periods endedDecember 31, 2015 and 2014, respectively.

Notes

As of December 31, 2015, our outstanding notes consisted of senior notes, guaranteed notes, and exchangeable notes, all of which are unsecured, as well as secured notes of Clearwire Communications LLC, which are secured solely by assets of Clearwire Communications LLC and certain of its subsidiaries. Cash interest on all of the notes is generally payable semi-annually in arrears. As of December 31, 2015, $30.1 billion aggregate principal amount of the notes was redeemable at the Company's discretion at the then-applicable redemption prices plus accrued interest.

As of December 31, 2015, approximately $21.6 billion aggregate principal amount of our senior notes and guaranteed notes provide 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. As of December 31, 2015, $300 million aggregate principal amount of Clearwire Communications LLC notes provide holders with the right to require us to repurchase the notes if a change of control occurs (as defined in the applicable indentures and supplemental indentures). If we are required to make such a change of control offer, we will offer a cash payment equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest.

Upon the close of the acquisition of Clearwire Corporation, the Clearwire Communications, LLC 8.25% Exchangeable Notes due 2040 became exchangeable at any time, at the holder’s option, for a fixed amount of cash equal to $706.21 for each $1,000 principal amount of notes surrendered. As a result, $444 million, which is the total cash consideration payable upon an exchange of all $629 million principal amount of notes outstanding, is now classified as a current debt obligation. The remaining carrying value of these notes is classified as a long-term debt obligation.

Credit Facilities

Bank credit facility

The Company has a $3.3 billion unsecured revolving bank credit facility that expires in February 2018. Borrowings under the revolving bank credit facility bear interest at a rate equal to the London Interbank Offered Rate (LIBOR) plus a spread that varies depending on the Company’s credit ratings. As of December 31, 2015, approximately $323 million in letters of credit were outstanding under this credit facility, including the letter of credit required by the Report and Order (see Note 12. Commitments and Contingencies). As a result of the outstanding letters of credit, which directly reduce the availability of borrowings, the Company had approximately $3.0 billion of borrowing capacity available under the revolving bank credit facility as of December 31, 2015. The required 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 credit facility (adjusted EBITDA), was not to exceed 6.5 to 1.0 through the quarter ended December 31, 2015, and is not to exceed 6.25 to 1.0 through the quarter ending December 31, 2016 and 6.0 to 1.0 each fiscal quarter ending thereafter through expiration of the facility. The facility allows us to reduce our total indebtedness for purposes of calculating the Leverage Ratio by subtracting from total indebtedness the amount of any cash contributed into a segregated reserve account, provided that, after such cash contribution, our cash remaining on hand for operations exceeds $2.0 billion. Upon transfer, the cash contribution will remain restricted until and to the extent it is no longer required for the Leverage Ratio to remain in compliance.

EDC agreement

The unsecured EDC agreement provides for covenant terms similar to those of the revolving bank credit facility. However, under the terms of the EDC agreement, repayments of outstanding amounts cannot be re-drawn. In the quarter ended December 2015, we made a scheduled principal repayment of $500 million, leaving a principal balance of $300 million, which matures in December 2019. At the time of the repayment, the EDC agreement was also amended to increase the facility by $250 million through the addition of a new tranche due December 2017, which was fully drawn. Accordingly, as of December 31, 2015, the total principal amount of our borrowings under the EDC facility was $550 million.

Secured equipment credit facilities

Eksportkreditnamnden (EKN)

The EKN secured equipment credit facility provides for covenant terms similar to those of the revolving bank credit facility. In 2013, we had fully drawn and began to repay the EKN secured equipment credit facility totaling $1.0 billion, which was used to finance certain network-related purchases from Ericsson. We made regularly scheduled principal repayments totaling $127 million during the nine-month period ended December 31, 2015. The balance outstanding at December 31, 2015 was $381 million.

Finnvera plc (Finnvera)

The Finnvera secured equipment credit facility provides us with the ability to borrow up to $800 million to finance network-related purchases from Nokia. The facility, which initially could be drawn upon as many as three consecutive tranches, now has one tranche remaining and available for borrowing through October 2017. Such borrowings are contingent upon the amount and timing of Sprint's network-related purchases. During the nine-month period ended December 31, 2015, we drew $208 million on the facility, and we made principal repayments totaling $28 million, resulting in a total principal amount of $224 million outstanding at December 31, 2015.

K-sure

The K-sure equipment credit facility provides for the ability to borrow up to $750 million to finance network-related purchases from Samsung. The facility can be divided in up to three consecutive tranches of varying size with borrowings available until May 2018, contingent upon the amount of network-related purchases made by Sprint. During the nine-month period ended December 31, 2015, we drew $266 million on the facility, resulting in a total principal amount of $323 million outstanding at December 31, 2015.

Delcredere | Ducroire (D/D)

The D/D secured equipment credit facility provides for the ability to borrow up to $250 million to finance network equipment-related purchases from Alcatel-Lucent. During the nine-month period ended December 31, 2015, we drew $32 million on the facility, resulting in a total principal amount of $32 million outstanding at December 31, 2015.

Borrowings under the EKN, Finnvera, K-sure and D/D secured equipment credit facilities are each secured by liens on the respective 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, Inc. and Sprint Corporation. The covenants under each of the four secured equipment credit facilities are similar to one another and to the covenants of our revolving bank credit facility and EDC agreement.

Financing, Capital Lease and Other Obligations

We have approximately 3,000 cell sites that we sold and subsequently leased back. 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 due to our continued involvement with the property sold and the transaction is accounted for as a financing. Our capital lease and other obligations are primarily related to wireless network equipment and inventory.

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 December 31, 2015, 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 revolving bank credit facility and certain other agreements, 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.

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Severance and Exit Costs

9 Months Ended

Dec. 31, 2015

Restructuring and Related Activities [Abstract]

Severance and Exit Costs

Note 10. Severance and Exit Costs

Severance and exit costs consist of lease exit costs primarily associated with tower and cell sites, access exit costs related to payments that will continue to be made under our backhaul access contracts for which we will no longer be receiving any economic benefit, and severance costs associated with reductions in our work force.

As a result of the United States Cellular (U.S. Cellular) asset acquisition, which closed in May 2013, we recorded a liability related to network shutdown costs, which primarily consisted of lease exit costs, for which we agreed to reimburse U.S. Cellular. During the quarter ended June 30, 2015, we revised our estimate and, as a result, we reduced the reserve, resulting in approximately $20 million of income included in "Other, net" on the consolidated statements of comprehensive loss.

We continually refine our network strategy and evaluate other potential network initiatives to improve the overall performance of our network. Additionally, we have commenced a major cost cutting initiative, which is expected to include headcount reductions, among other actions, to reduce operating expenses and improve our operating cash flows. As a result of these ongoing activities, we may incur future material charges associated with lease and access exit costs, severance, asset impairments, and accelerated depreciation, among others. To date, we have specifically identified exit costs, which are expected to range between approximately $100 million to $175 million, primarily related to ceasing use of WiMAX technology and access exit costs, of which the majority is expected to be incurred by March 31, 2016.

The following provides the activity in the severance and exit costs liability included in "Accounts payable," "Accrued expenses and other current liabilities" and "Other liabilities" within the consolidated balance sheets:

	March 31, 2015		Net Expense			Cash Payments and Other			December 31, 2015
	(in millions)
Lease exit costs	$	291	$	30	(1)	$	(107	)	$	214
Severance costs	119		194		(2)	(129		)	184
Access exit costs	44		3		(3)	(26		)	21
	$	454	$	227		$	(262	)	$	419

 _________________

(1) In addition to the $20 million income (Wireless only) related to U.S. Cellular, we recognized costs of $32 million (Wireless only), and $50 million (Wireless only) for the three and nine-month periods endedDecember 31, 2015, respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

(2) For the three and nine-month periods endedDecember 31, 2015, we recognized costs of $176 million ($156 million Wireless, $20 million Wireline), and $194 million ($172 million Wireless, $22 million Wireline), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

(3) For the three and nine-month periods endedDecember 31, 2015, we recognized costs of $1 million (Wireless only), and $3 million (Wireless only), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

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Income Taxes

9 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income Taxes

The differences that caused our effective income tax rates to vary from the 35% U.S. federal statutory rate for income taxes were as follows:

	Nine Months Ended December 31,
	2015			2014
	(in millions)
Income tax benefit at the federal statutory rate	$	460		$	1,303
Effect of:
State income taxes, net of federal income tax effect	33			96
State law changes, net of federal income tax effect	23			—
Change in federal and state valuation allowance	(647		)	(797		)
Other, net	5			(1		)
Income tax (expense) benefit	$	(126	)	$	601
Effective income tax rate	(9.6		)%	16.1		%

The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards and credits. However, our history of annual losses reduces our ability to rely on expectations of future income in evaluating the ability to realize our deferred tax assets. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. As a result, the Company recognized income tax expense to increase the valuation allowance by $647 million during the nine-month period ended December 31, 2015 on deferred tax assets primarily related to losses incurred during the period that were not currently realizable and expenses recorded during the period that were not currently deductible for income tax purposes. The Company recognized income tax expense to increase the valuation allowance by $797 million during the nine-month period ended December 31, 2014 primarily attributable to the net increase in deferred tax assets related to the federal and state net operating loss carryforwards generated during the period offset by a $73 million decrease related to the disposition of certain FCC licenses. The disposition of the FCC licenses resulted in the ability to schedule the reversal of the temporary difference to generate future taxable income during the net operating loss carryforward period when evaluating the ability to realize our deferred tax assets. We do not expect to record significant tax benefits on future net operating losses until our circumstances justify the recognition of such benefits.

We believe it is more likely than not that our remaining deferred income tax assets, net of the valuation allowance, will be realized based on current income tax laws and expectations of future taxable income stemming from the reversal of existing deferred tax liabilities. Uncertainties surrounding income tax law changes, shifts in operations between state taxing jurisdictions and future operating income levels may, however, affect the ultimate realization of all or some of these deferred income tax assets.

Income tax expense of $126 million for the nine-month period ended December 31, 2015 was primarily attributable to taxable temporary differences from the tax amortization of FCC licenses partially offset by tax benefits recorded from changes in state income tax laws enacted during the period. Income tax benefit of $601 million for the nine-month period ended December 31, 2014 was primarily attributable to recognition of a tax benefit on the $1.9 billion Sprint trade name impairment loss partially offset by tax expense on taxable temporary differences from the tax amortization of FCC licenses during the period. FCC licenses are amortized over 15 years for income tax purposes but, because these licenses have an indefinite life, they are not amortized for financial statement reporting purposes. These temporary differences result in net deferred income tax expense since they cannot be scheduled to reverse during the loss carryforward period.

As of December 31, 2015 and March 31, 2015, we maintained unrecognized tax benefits of $167 million and $163 million, respectively. Cash paid for income taxes, net, was $34 million and $36 million for the nine-month periods endedDecember 31, 2015 and December 31, 2014, respectively.

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Commitments and Contingencies

9 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12. Commitments and Contingencies

Litigation, Claims and Assessments

In March 2009, a stockholder brought suit, Bennett v. Sprint Nextel Corp., in the U.S. District Court for the District of Kansas, alleging that Sprint Communications and three of its former officers violated Section 10(b) of the Exchange Act and Rule 10b-5 by failing adequately to disclose certain alleged operational difficulties subsequent to the Sprint-Nextel merger, and by purportedly issuing false and misleading statements regarding the write-down of goodwill. The plaintiff sought class action status for purchasers of Sprint Communications common stock from October 26, 2006 to February 27, 2008. On January 6, 2011, the Court denied the motion to dismiss. Subsequently, our motion to certify the January 6, 2011 order for an interlocutory appeal was denied. On March 27, 2014, the court certified a class including bondholders as well as stockholders. On April 11, 2014, we filed a petition to appeal that certification order to the Tenth Circuit Court of Appeals. The petition was denied on May 23, 2014. After mediation, the parties reached an agreement to settle the matter, and the settlement amount was substantially paid by the Company's insurers. The district court granted final approval of the settlement in August 2015, and the case is now completed.

In addition, five related stockholder derivative suits were filed against Sprint Communications and certain of its present and/or former officers and directors. The first, Murphy v. Forsee, was filed in state court in Kansas on April 8, 2009, was removed to federal court, and was stayed by the court pending resolution of the motion to dismiss the Bennett case; the second, Randolph v. Forsee, was filed on July 15, 2010 in state court in Kansas, was removed to federal court, and was remanded back to state court; the third, Ross-Williams v. Bennett, et al., was filed in state court in Kansas on February 1, 2011; the fourth, Price v. Forsee, et al., was filed in state court in Kansas on April 15, 2011; and the fifth, Hartleib v. Forsee, et. al., was filed in federal court in Kansas on July 14, 2011. These cases were essentially stayed while the Bennett case was pending, and the stay has been extended to allow the parties the opportunity to pursue settlement. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

On April 19, 2012, the New York Attorney General filed a complaint alleging that Sprint Communications has fraudulently failed to collect and pay more than $100 million in New York sales taxes on receipts from its sale of wireless telephone services since July 2005. The complaint also seeks recovery of triple damages under the False Claims Act as well as penalties and interest. Sprint Communications moved to dismiss the complaint on June 14, 2012. On July 1, 2013, the court entered an order denying the motion to dismiss in large part, although it did dismiss certain counts or parts of certain counts. Sprint Communications appealed that order and the intermediate appellate court affirmed the order of the trial court. On October 20, 2015, the Court of Appeals of New York affirmed the decision of the appellate court that the tax statute requires us to collect and remit the disputed taxes. We have accrued $180 million during the nine-month period ended December 31, 2015 associated with this matter. We will continue to defend this matter vigorously and we do not expect the resolution to have a material effect on our financial position or results of operations.

Eight related stockholder derivative suits have been filed against Sprint Communications and certain of its current and former officers and directors. Each suit alleges generally that the individual defendants breached their fiduciary duties to Sprint Communications and its stockholders by allegedly permitting, and failing to disclose, the actions alleged in the suit filed by the New York Attorney General. One suit, filed by the Louisiana Municipal Police Employees Retirement System, was dismissed by a federal court. Two suits were filed in state court in Johnson County, Kansas and one of those suits was dismissed as premature; and five suits are pending in federal court in Kansas. The remaining Kansas suits were stayed pending resolution of Sprint's motion to dismiss the Attorney General's suit and the appeals. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

Sprint Communications, Inc. is also a defendant in a complaint filed by stockholders of Clearwire Corporation asserting claims for breach of fiduciary duty by Sprint Communications, and related claims and otherwise challenging the Clearwire Acquisition. ACP Master, LTD, et al. v. Sprint Nextel Corp., et al., was filed April 26, 2013, in Chancery Court in Delaware. Our motion to dismiss the suit was denied, and discovery is substantially complete. Plaintiffs in the ACP Master, LTD suit have also filed suit requesting an appraisal of the fair value of their Clearwire stock. Discovery in that case was consolidated with the breach of fiduciary duty case and is substantially complete. Sprint Communications intends to defend the ACP Master, LTD cases vigorously. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

Sprint is currently involved in numerous court actions alleging that Sprint is infringing various patents. Most of these cases effectively seek only monetary damages. A small number of these cases are brought by companies that sell products and seek injunctive relief as well. These cases have progressed to various degrees and a small number may go to trial if they are not otherwise resolved. Adverse resolution of these cases could require us to pay significant damages, cease certain activities, or cease selling the relevant products and services. In many circumstances, we would be indemnified for monetary losses that we incur with respect to the actions of our suppliers or service providers. We do not expect the resolution of these cases to have a material adverse effect on our financial position or results of operations.

In October 2013, the FCC Enforcement Bureau began to issue notices of apparent liability (NALs) to other Lifeline providers, imposing fines for intracarrier duplicate accounts identified by the government during its audit function. Those audits also identified a small percentage of potentially duplicative intracarrier accounts related to our Assurance Wireless business. No NAL has yet been issued with respect to Sprint and we do not know if one will be issued. Further, we are not able to reasonably estimate the amount of any claim for penalties that might be asserted. However, based on the information currently available, if a claim is asserted by the FCC, Sprint does not believe that any amount ultimately paid would be material to the Company’s results of operations or financial position. 

Various other suits, inquiries, proceedings and claims, either asserted or unasserted, including purported class actions typical for a large business enterprise and intellectual property matters, are possible or pending against us or our subsidiaries. If our interpretation of certain laws or regulations, including those related to various federal or state matters such as sales, use or property taxes, or other charges were found to be mistaken, it could result in payments by us. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position or results of operations.

Spectrum Reconfiguration Obligations

In 2004, the FCC adopted a Report and Order that included new rules regarding interference in the 800 MHz band and a comprehensive plan to reconfigure the 800 MHz band. The Report and Order provides for the exchange of a portion of our 800 MHz FCC spectrum licenses, and requires us to fund the cost incurred by public safety systems and other incumbent licensees to reconfigure the 800 MHz spectrum band. Also, in exchange, we received licenses for 10 MHz of nationwide spectrum in the 1.9 GHz band.

The minimum cash obligation is $2.8 billion under the Report and Order. We are, however, obligated to pay the full amount of the costs relating to the reconfiguration plan, even if those costs exceed $2.8 billion. As required under the terms of the Report and Order, a letter of credit has been secured to provide assurance that funds will be available to pay the relocation costs of the incumbent users of the 800 MHz spectrum. The letter of credit was initially $2.5 billion, but has been reduced during the course of the proceeding to $256 million as of December 31, 2015. Since the inception of the program, we have incurred payments of approximately $3.5 billion directly attributable to our performance under the Report and Order, including approximately $26 million and $62 million during the three and nine-month periods endedDecember 31, 2015, respectively. When incurred, substantially all costs are accounted for as additions to FCC licenses with the remainder as property, plant and equipment. Although costs incurred through December 31, 2015 have exceeded $2.8 billion, not all of those costs have been reviewed and accepted as eligible by the transition administrator. During the three-month period ended June 30, 2014, we received a cash payment of approximately $95 million, which represented a reimbursement of prior reconfiguration costs incurred by us that also benefited spectrum recently auctioned by the FCC. We do not expect any further reimbursements.

Completion of the 800 MHz band reconfiguration was initially required by June 26, 2008 and public safety reconfiguration is nearly complete across the country with the exception of the States of Washington, Arizona, California, Texas and New Mexico. The FCC continues to grant the remaining 800 MHz public safety licensees additional time to complete their band reconfigurations which, in turn, delays our access to our 800 MHz replacement channels in these areas. In the areas where band reconfiguration is complete, Sprint has received its replacement spectrum in the 800 MHz band and Sprint is deploying 3G CDMA and 4G LTE on this spectrum in combination with its spectrum in the 1.9 GHz and 2.5 GHz bands.

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Per Share Data

9 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Per Share Data

Note 13. Per Share Data

Basic net loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share adjusts basic net loss per common share, computed using the treasury stock method, for the effects of potentially dilutive common shares, if the effect is not antidilutive. Outstanding options and restricted stock units (exclusive of participating securities) that had no effect on our computation of dilutive weighted average number of shares outstanding as their effect would have been antidilutive were approximately 83 million shares and 78 million shares as of the periods ended December 31, 2015 and 2014, respectively, in addition to all 55 million shares issuable under the warrant held by SoftBank. The warrant was issued to SoftBank at the close of the merger with SoftBank and is exercisable at $5.25 per share at the option of SoftBank, in whole or in part, at any time on or prior to July 10, 2018.

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Segments

9 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Segment Information

Note 14. Segments

Sprint operates two reportable segments: Wireless and Wireline.

• Wireless primarily includes retail, wholesale, and affiliate revenue from a wide array of wireless voice and data transmission services and equipment revenue from the sale of wireless devices (handsets and tablets) and accessories in the U.S., Puerto Rico and the U.S. Virgin Islands.

• Wireline primarily includes revenue from domestic and international wireline voice and data communication services provided to other communications companies and targeted business subscribers, in addition to our Wireless segment.

We define segment earnings as wireless or wireline operating (loss) income before other segment expenses such as depreciation, amortization, severance, exit costs, goodwill impairments, asset impairments, and other items, if any, solely and directly attributable to the segment representing items of a non-recurring or unusual nature. Expense and income items excluded from segment earnings are managed at the corporate level. Transactions between segments are generally accounted for based on market rates, which we believe approximate fair value. The Company generally re-establishes these rates at the beginning of each fiscal year. Over the past several years, there has been an industry-wide trend of lower rates due to increased competition from other wireline and wireless communications companies as well as cable and Internet service providers.

Segment financial information is as follows:

Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended December 31, 2015
Net operating revenues	$	7,670		$	434		$	3		$	8,107
Inter-segment revenues(1)	—			147			(147		)	—
Total segment operating expenses	(5,804		)	(548		)	143			(6,209		)
Segment earnings	$	1,866		$	33		$	(1	)	1,898
Less:
Depreciation										(1,549		)
Amortization										(316		)
Other, net(2)										(230		)
Operating loss										(197		)
Interest expense										(546		)
Other income, net										4
Loss before income taxes										$	(739	)
Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended December 31, 2014
Net operating revenues	$	8,433		$	536		$	4		$	8,973
Inter-segment revenues(1)	—			156			(156		)	—
Total segment operating expenses	(7,399		)	(681		)	151			(7,929		)
Segment earnings	$	1,034		$	11		$	(1	)	1,044
Less:
Depreciation										(940		)
Amortization										(380		)
Impairments(3)										(2,133		)
Other, net(2)										(131		)
Operating loss										(2,540		)
Interest expense										(506		)
Other income, net										10
Loss before income taxes										$	(3,036	)

Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Nine Months Ended December 31, 2015
Net operating revenues	$	22,726		$	1,372		$	11		$	24,109
Inter-segment revenues(1)	—			448			(448		)	—
Total segment operating expenses	(16,807		)	(1,749		)	435			(18,121		)
Segment earnings	$	5,919		$	71		$	(2	)	5,988
Less:
Depreciation										(4,202		)
Amortization										(994		)
Other, net(2)										(490		)
Operating income										302
Interest expense										(1,630		)
Other income, net										13
Loss before income taxes										$	(1,315	)
Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Nine Months Ended December 31, 2014
Net operating revenues	$	24,555		$	1,684		$	11		$	26,250
Inter-segment revenues(1)	—			462			(462		)	—
Total segment operating expenses	(20,358		)	(2,073		)	438			(21,993		)
Segment earnings	$	4,197		$	73		$	(13	)	4,257
Less:
Depreciation										(2,706		)
Amortization										(1,189		)
Impairments(3)										(2,133		)
Other, net(2)										(442		)
Operating loss										(2,213		)
Interest expense										(1,528		)
Other income, net										19
Loss before income taxes										$	(3,722	)
Other Information	Wireless			Wireline			Corporate and Other			Consolidated
	(in millions)
Capital expenditures for the nine months ended December 31, 2015	$	5,236		$	205		$	241		$	5,682
Capital expenditures for the nine months ended December 31, 2014	$	3,485		$	205		$	267		$	3,957

 _________________

(1) Inter-segment revenues consist primarily of wireline services provided to the Wireless segment for resale to, or use by, wireless subscribers.

(2) Other, net for the three and nine-month periods endedDecember 31, 2015 consists of $209 million and $247 million, respectively, of severance and exit costs and $21 million and $178 million, respectively, of accruals for ongoing legal matters. In addition, the nine-month period ended December 31, 2015 includes an $85 million loss on disposal of property, plant and equipment related to cell site construction costs that are no longer recoverable as a result of changes in the Company's network plans and a $20 million release of liability reserves associated with the May 2013 U.S. Cellular asset acquisition. Other, net for the three and nine-month periods endedDecember 31, 2014 consists of $22 million and $333 million, respectively, of severance and exit costs. In addition, both the three and nine-month periods ended December 31, 2014 included $91 million for legal reserves related to various pending legal suits and proceedings and $59 million for a partial pension settlement, partially offset by a $41 million release of liability reserves associated with the May 2013 U.S. Cellular asset acquisition.

(3) Impairments for the three and nine-month periods endedDecember 31, 2014 consist of a $1.9 billion Sprint trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Three Months Ended December 31, 2015
Wireless services	$	6,058	$	—	$	—		$	6,058
Wireless equipment	1,424		—		—			1,424
Voice	—		201		(82		)	119
Data	—		42		(17		)	25
Internet	—		317		(48		)	269
Other	188		21		3			212
Total net operating revenues	$	7,670	$	581	$	(144	)	$	8,107
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Three Months Ended December 31, 2014
Wireless services	$	6,523	$	—	$	—		$	6,523
Wireless equipment	1,701		—		—			1,701
Voice	—		289		(94		)	195
Data	—		52		(22		)	30
Internet	—		333		(42		)	291
Other	209		18		6			233
Total net operating revenues	$	8,433	$	692	$	(152	)	$	8,973
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Nine Months Ended December 31, 2015
Wireless services	$	18,631	$	—	$	—		$	18,631
Wireless equipment	3,509		—		—			3,509
Voice	—		646		(249		)	397
Data	—		134		(55		)	79
Internet	—		968		(140		)	828
Other	586		72		7			665
Total net operating revenues	$	22,726	$	1,820	$	(437	)	$	24,109
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Nine Months Ended December 31, 2014
Wireless services	$	20,124	$	—	$	—		$	20,124
Wireless equipment	3,846		—		—			3,846
Voice	—		910		(271		)	639
Data	—		161		(68		)	93
Internet	—		1,018		(121		)	897
Other	585		57		9			651
Total net operating revenues	$	24,555	$	2,146	$	(451	)	$	26,250

_______________

(1) Revenues eliminated in consolidation consist primarily of wireline services provided to the Wireless segment for resale to or use by wireless subscribers.

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Related Party Transactions

9 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 15. Related-Party Transactions

Sprint has entered into various arrangements with SoftBank or its controlled affiliates (SoftBank Parties) or with third parties to which SoftBank Parties are also parties, including for international wireless roaming, wireless and wireline call termination, real estate, logistical management, and other services.

Brightstar

We have arrangements with Brightstar, whereby Brightstar provides supply chain and inventory management services to us in our indirect channels and whereby Sprint may sell new and used devices and new accessories to Brightstar for its own purposes. The supply chain and inventory management arrangement contemplates that Brightstar will purchase inventory from the original equipment manufacturers (OEMs) to sell directly to our indirect dealers. As compensation for these services, we remit per unit fees to Brightstar for each device sold to dealers or retailers in our indirect channels. During the three and nine-month periods endedDecember 31, 2015, we incurred fees under these arrangements totaling $29 million and $82 million, respectively. For those OEMs for which Brightstar has not successfully negotiated contracts or does not have sufficient credit under existing contracts, Brightstar will purchase device and accessory inventory from us in order to fulfill orders within our indirect channel. We have provided a $1.0 billion credit line to Brightstar to facilitate certain of these arrangements. As a result, we shifted our concentration of credit risk away from our indirect channel partners to Brightstar. As Brightstar is a wholly-owned subsidiary of SoftBank, we expect SoftBank will provide the necessary support to ensure that Brightstar will fulfill its obligations to us under these agreements. However, we have no assurance that SoftBank will provide such support. We may also purchase new and used devices and accessories from Brightstar to be sold in our direct channels or used to fulfill service and repair needs.

Amounts included in our consolidated financial statements associated with these arrangements with Brightstar were as follows:

Consolidated balance sheets:	December 31, 2015		March 31, 2015
	(in millions)
Accounts receivable	$	239	$	430
Accounts payable	$	46	$	96

Consolidated statements of comprehensive loss:	Three Months Ended December 31,				Nine Months Ended December 31,
	2015		2014		2015		2014
	(in millions)
Equipment revenues	$	598	$	1,030	$	1,375	$	1,149
Cost of products	$	601	$	1,071	$	1,362	$	1,165

Handset Sale-Leaseback

In November, 2015, Sprint entered into a Handset Sale-Leaseback transaction to sell and lease-back certain leased devices with MLS, a company formed by a group of equity investors, including SoftBank. Simultaneously with the sale of the devices and transfer of certain specified customer lease end rights and obligations to MLS, MLS leased back to us each device in exchange for monthly rental payments to be made to MLS. All devices must be returned to MLS. In the event that MLS is able to sell the returned devices at a price greater than the expected device residual value, Sprint has the potential to share some of the excess proceeds. Sprint will act as servicer for MLS, to the extent needed, after the end of the device leaseback period. Brightstar will provide reverse logistics and remarketing services to MLS with respect to the devices (See Note 3. Funding Sources).

All other transactions under agreements with SoftBank Parties, in the aggregate, were immaterial through the period ended December 31, 2015.

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Guarantor Financial Information

9 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Statements [Text Block]

Note 16. Guarantor Financial Information

On September 11, 2013, Sprint Corporation issued $2.25 billion aggregate principal amount of 7.250% notes due 2021 and $4.25 billion aggregate principal amount of 7.875% notes due 2023 in a private placement transaction with registration rights. On December 12, 2013, Sprint Corporation issued $2.5 billion aggregate principal amount of 7.125% notes due 2024 in a private placement transaction with registration rights. Each of these issuances is fully and unconditionally guaranteed by Sprint Communications, Inc. (Subsidiary Guarantor), which is a 100 percent owned subsidiary of Sprint Corporation (Parent/Issuer). In connection with the foregoing, the registration rights agreements with respect to the notes required the Company and Sprint Communications, Inc. to use their reasonable best efforts to cause an offer to exchange the notes for a new issue of substantially identical exchange notes registered under the Securities Act of 1933. Accordingly, in November 2014, we completed an exchange offer for these notes in compliance with our registration obligations. We did not receive any proceeds from this exchange offer. In addition, on February 24, 2015, Sprint Corporation issued $1.5 billion aggregate principal amount of 7.625% notes due 2025 in a registered transaction, which are fully and unconditionally guaranteed by Sprint Communications, Inc.

Under the Subsidiary Guarantor's revolving bank credit facility and certain other agreements, the Subsidiary Guarantor is currently restricted from paying cash dividends to the Parent/Issuer or any Non-Guarantor Subsidiary because the ratio of total indebtedness to adjusted EBITDA (each as defined in the applicable agreement) exceeds 2.5 to 1.0.

Sprint has a Receivables Facility providing for the sale of eligible wireless service, installment and certain future lease receivables. In November 2015, Sprint also entered a Handset Sale-Leaseback transaction to sell and lease-back certain leased devices. In connection with the Receivables Facility and the Handset Sale-Leaseback, Sprint formed certain wholly-owned consolidated bankruptcy-remote SPEs and SPE Lessees that are included in the Non-Guarantor Subsidiaries condensed consolidated financial information. Each SPE and SPE Lessee is a separate legal entity with its own separate creditors who will be entitled, prior to and upon the liquidation of the SPE or SPE Lessee, to be satisfied out of the SPE or SPE Lessee’s assets prior to any assets in the SPE and SPE Lessee becoming available to Sprint (see Note 3. Funding Sources).

We have accounted for investments in subsidiaries using the equity method. Presented below is the condensed consolidating financial information.

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2015
	Parent/Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	1,670	$	505	$	—		$	2,175
Short-term investments	—		26		15		—			41
Accounts and notes receivable, net	196		6		1,033		(202		)	1,033
Device and accessory inventory	—		—		995		—			995
Prepaid expenses and other current assets	—		17		2,300		—			2,317
Total current assets	196		1,719		4,848		(202		)	6,561
Investments in subsidiaries	20,333		22,524		—		(42,857		)	—
Property, plant and equipment, net	—		—		20,645		—			20,645
Due from consolidated affiliate	50		20,920		—		(20,970		)	—
Note receivable from consolidated affiliate	10,500		563		—		(11,063		)	—
Intangible assets
Goodwill	—		—		6,575		—			6,575
FCC licenses and other	—		—		40,052		—			40,052
Definite-lived intangible assets, net	—		—		4,807		—			4,807
Other assets	127		1,254		676		(1,146		)	911
Total assets	$	31,206	$	46,980	$	77,603	$	(76,238	)	$	79,551
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	3,078	$	—		$	3,078
Accrued expenses and other current liabilities	246		571		3,859		(202		)	4,474
Deferred tax liabilities	—		—		186		—			186
Current portion of long-term debt, financing and capital lease obligations	—		2,034		1,290		—			3,324
Total current liabilities	246		2,605		8,413		(202		)	11,062
Long-term debt, financing and capital lease obligations	10,500		12,594		8,354		(1,019		)	30,429
Deferred tax liabilities	—		—		13,773		—			13,773
Note payable due to consolidated affiliate	—		10,500		563		(11,063		)	—
Other liabilities	—		948		3,006		—			3,954
Due to consolidated affiliate	127		—		20,970		(21,097		)	—
Total liabilities	10,873		26,647		55,079		(33,381		)	59,218
Commitments and contingencies
Total stockholders' equity	20,333		20,333		22,524		(42,857		)	20,333
Total liabilities and stockholders' equity	$	31,206	$	46,980	$	77,603	$	(76,238	)	$	79,551

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2015
	Parent/Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	3,492	$	518	$	—		$	4,010
Short-term investments	—		146		20		—			166
Accounts and notes receivable, net	84		157		2,160		(111		)	2,290
Device and accessory inventory	—		—		1,359		—			1,359
Deferred tax assets	—		—		62		—			62
Prepaid expenses and other current assets	—		13		1,877		—			1,890
Total current assets	84		3,808		5,996		(111		)	9,777
Investments in subsidiaries	21,712		22,413		—		(44,125		)	—
Property, plant and equipment, net	—		—		19,721		—			19,721
Due from consolidated affiliate	68		20,934		—		(21,002		)	—
Note receivable from consolidated affiliate	10,500		458		—		(10,958		)	—
Intangible assets
Goodwill	—		—		6,575		—			6,575
FCC licenses and other	—		—		39,987		—			39,987
Definite-lived intangible assets, net	—		—		5,893		—			5,893
Other assets	139		1,260		836		(1,158		)	1,077
Total assets	$	32,503	$	48,873	$	79,008	$	(77,354	)	$	83,030
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	4,347	$	—		$	4,347
Accrued expenses and other current liabilities	154		625		4,625		(111		)	5,293
Current portion of long-term debt, financing and capital lease obligations	—		500		800		—			1,300
Total current liabilities	154		1,125		9,772		(111		)	10,940
Long-term debt, financing and capital lease obligations	10,500		14,576		8,474		(1,019		)	32,531
Deferred tax liabilities	—		—		13,898		—			13,898
Note payable due to consolidated affiliate	—		10,500		458		(10,958		)	—
Other liabilities	—		960		2,991		—			3,951
Due to consolidated affiliate	139		—		21,002		(21,141		)	—
Total liabilities	10,793		27,161		56,595		(33,229		)	61,320
Commitments and contingencies
Total stockholders' equity	21,710		21,712		22,413		(44,125		)	21,710
Total liabilities and stockholders' equity	$	32,503	$	48,873	$	79,008	$	(77,354	)	$	83,030

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Three Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	8,107		$	—		$	8,107
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			2,348			—			2,348
Cost of products (exclusive of depreciation and amortization included below)	—			—			1,589			—			1,589
Selling, general and administrative	—			—			2,129			—			2,129
Severance and exit costs	—			—			209			—			209
Depreciation	—			—			1,549			—			1,549
Amortization	—			—			316			—			316
Other, net	—			—			164			—			164
	—			—			8,304			—			8,304
Operating loss	—			—			(197		)	—			(197		)
Other income (expense):
Interest income	198			39			2			(236		)	3
Interest expense	(198		)	(406		)	(178		)	236			(546		)
(Losses) earnings of subsidiaries	(838		)	(471		)	—			1,309			—
Other income, net	—			—			1			—			1
	(838		)	(838		)	(175		)	1,309			(542		)
(Loss) income before income taxes	(838		)	(838		)	(372		)	1,309			(739		)
Income tax benefit (expense)	2			—			(99		)	—			(97		)
Net (loss) income	(836		)	(838		)	(471		)	1,309			(836		)
Other comprehensive (loss) income	(7		)	(7		)	(4		)	11			(7		)
Comprehensive (loss) income	$	(843	)	$	(845	)	$	(475	)	$	1,320		$	(843	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Three Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	8,973		$	—		$	8,973
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			2,330			—			2,330
Cost of products (exclusive of depreciation and amortization included below)	—			—			2,952			—			2,952
Selling, general and administrative	—			—			2,647			—			2,647
Impairments	—			—			2,133			—			2,133
Severance and exit costs	—			—			22			—			22
Depreciation	—			—			940			—			940
Amortization	—			—			380			—			380
Other, net	—			1			108			—			109
	—			1			11,512			—			11,513
Operating loss	—			(1		)	(2,539		)	—			(2,540		)
Other income (expense):
Interest income	169			22			1			(189		)	3
Interest expense	(169		)	(360		)	(166		)	189			(506		)
(Losses) earnings of subsidiaries	(2,379		)	(2,041		)	—			4,420			—
Other income, net	—			1			6			—			7
	(2,379		)	(2,378		)	(159		)	4,420			(496		)
(Loss) income before income taxes	(2,379		)	(2,379		)	(2,698		)	4,420			(3,036		)
Income tax benefit	—			—			657			—			657
Net (loss) income	(2,379		)	(2,379		)	(2,041		)	4,420			(2,379		)
Other comprehensive (loss) income	(220		)	(220		)	(208		)	428			(220		)
Comprehensive (loss) income	$	(2,599	)	$	(2,599	)	$	(2,249	)	$	4,848		$	(2,599	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Nine Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	24,109		$	—		$	24,109
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			7,194			—			7,194
Cost of products (exclusive of depreciation and amortization included below)	—			—			4,244			—			4,244
Selling, general and administrative	—			—			6,540			—			6,540
Severance and exit costs	—			—			247			—			247
Depreciation	—			—			4,202			—			4,202
Amortization	—			—			994			—			994
Other, net	—			—			386			—			386
	—			—			23,807			—			23,807
Operating income	—			—			302			—			302
Other income (expense):
Interest income	593			118			3			(707		)	7
Interest expense	(593		)	(1,220		)	(524		)	707			(1,630		)
(Losses) earnings of subsidiaries	(1,443		)	(341		)	—			1,784			—
Other income, net	—			—			6			—			6
	(1,443		)	(1,443		)	(515		)	1,784			(1,617		)
(Loss) income before income taxes	(1,443		)	(1,443		)	(213		)	1,784			(1,315		)
Income tax benefit (expense)	2			—			(128		)	—			(126		)
Net (loss) income	(1,441		)	(1,443		)	(341		)	1,784			(1,441		)
Other comprehensive (loss) income	(11		)	(11		)	(6		)	17			(11		)
Comprehensive (loss) income	$	(1,452	)	$	(1,454	)	$	(347	)	$	1,801		$	(1,452	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Nine Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	26,250		$	—		$	26,250
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			7,279			—			7,279
Cost of products (exclusive of depreciation and amortization included below)	—			—			7,482			—			7,482
Selling, general and administrative	—			—			7,232			—			7,232
Severance and exit costs	—			—			333			—			333
Impairments	—			—			2,133			—			2,133
Depreciation	—			—			2,706			—			2,706
Amortization	—			—			1,189			—			1,189
Other, net	—			1			108			—			109
	—			1			28,462			—			28,463
Operating loss	—			(1		)	(2,212		)	—			(2,213		)
Other income (expense):
Interest income	507			68			2			(567		)	10
Interest expense	(507		)	(1,092		)	(496		)	567			(1,528		)
(Losses) earnings of subsidiaries	(3,121		)	(2,097		)	—			5,218			—
Other income, net	—			1			8			—			9
	(3,121		)	(3,120		)	(486		)	5,218			(1,509		)
(Loss) income before income taxes	(3,121		)	(3,121		)	(2,698		)	5,218			(3,722		)
Income tax benefit	—			—			601			—			601
Net (loss) income	(3,121		)	(3,121		)	(2,097		)	5,218			(3,121		)
Other comprehensive (loss) income	(227		)	(227		)	(209		)	436			(227		)
Comprehensive (loss) income	$	(3,348	)	$	(3,348	)	$	(2,306	)	$	5,654		$	(3,348	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	—		$	(1,029	)	$	3,800		$	(168	)	$	2,603
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(3,958		)	—			(3,958		)
Capital expenditures - leased devices	—			—			(1,724		)	—			(1,724		)
Expenditures relating to FCC licenses	—			—			(75		)	—			(75		)
Proceeds from sales and maturities of short-term investments	—			317			60			—			377
Purchases of short-term investments	—			(197		)	(55		)	—			(252		)
Change in amounts due from/due to consolidated affiliates	1			(568		)	—			567			—
Proceeds from sales of assets and FCC licenses	—			—			36			—			36
Proceeds from sale-leaseback transaction	—			—			1,136			—			1,136
Intercompany note advance to consolidated affiliate	—			(159		)	—			159			—
Proceeds from intercompany note advance to consolidated affiliate	—			54			—			(54		)	—
Other, net	—			—			(25		)	—			(25		)
Net cash provided by (used in) investing activities	1			(553		)	(4,605		)	672			(4,485		)
Cash flows from financing activities:
Proceeds from debt and financings	—			250			505			—			755
Repayments of debt, financing and capital lease obligations	—			(500		)	(227		)	—			(727		)
Debt financing costs	(1		)	—			—			—			(1		)
Proceeds from issuance of common stock, net	—			10			—			—			10
Intercompany dividends paid to parent	—			—			(168		)	168			—
Change in amounts due from/due to consolidated affiliates	—			—			567			(567		)	—
Intercompany note advance from parent	—			—			159			(159		)	—
Repayments of intercompany note advance from parent	—			—			(54		)	54			—
Other, net	—			—			10			—			10
Net cash (used in) provided by financing activities	(1		)	(240		)	792			(504		)	47
Net decrease in cash and cash equivalents	—			(1,822		)	(13		)	—			(1,835		)
Cash and cash equivalents, beginning of period	—			3,492			518			—			4,010
Cash and cash equivalents, end of period	$	—		$	1,670		$	505		$	—		$	2,175

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	—		$	(735	)	$	2,409		$	(200	)	$	1,474
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(3,814		)	—			(3,814		)
Capital expenditures - leased devices	—			—			(143		)	—			(143		)
Expenditures relating to FCC licenses	—			—			(121		)	—			(121		)
Reimbursements relating to FCC licenses	—			—			95			—			95
Proceeds from sales and maturities of short-term investments	—			2,878			35			—			2,913
Purchases of short-term investments	—			(1,857		)	(90		)	—			(1,947		)
Change in amounts due from/due to consolidated affiliates	—			(1,933		)	—			1,933			—
Proceeds from sales of assets and FCC licenses	—			—			114			—			114
Other, net	—			—			(9		)	—			(9		)
Net cash (used in) provided by investing activities	—			(912		)	(3,933		)	1,933			(2,912		)
Cash flows from financing activities:
Proceeds from debt and financings	—			300			—			—			300
Repayments of debt, financing and capital lease obligations	—			—			(390		)	—			(390		)
Debt financing costs	(1		)	(5		)	(31		)	—			(37		)
Proceeds from issuance of common stock, net	—			50			—			—			50
Intercompany dividends paid to parent	—			—			(200		)	200			—
Change in amounts due from/due to consolidated affiliates	1			—			1,932			(1,933		)	—
Net cash provided by (used in) financing activities	—			345			1,311			(1,733		)	(77		)
Net decrease in cash and cash equivalents	—			(1,302		)	(213		)	—			(1,515		)
Cash and cash equivalents, beginning of period	—			4,125			845			—			4,970
Cash and cash equivalents, end of period	$	—		$	2,823		$	632		$	—		$	3,455

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Financial Instruments (Tables)

9 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Schedule of carrying amount and estimated fair values of our exchangeable notes as well as current and long-term debt

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

	Carrying amount at December 31, 2015		Estimated Fair Value Using Input Type
			Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt	$	33,424	$	21,194	$	4,494	$	1,644	$	27,332

	Carrying amount at March 31, 2015		Estimated Fair Value Using Input Type
			Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
Current and long-term debt	$	33,434	$	27,238	$	4,906	$	1,410	$	33,554

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Installment Receivables (Tables)

9 Months Ended

Dec. 31, 2015

Financing Receivable, Recorded Investment [Line Items]

Installment Receivables

The following table summarizes the installment receivables:

	March 31, 2015
	(in millions)
Installment receivables, gross	$	1,725
Deferred interest	(139		)
Installment receivables, net of deferred interest	1,586
Allowance for credit losses	(190		)
Installment receivables, net	$	1,396
Classified on the consolidated balance sheets as:
Accounts and notes receivable, net	$	1,035
Other assets	361
Installment receivables, net	$	1,396

Balance and Aging of Installment Receivables

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

	March 31, 2015
	Prime		Subprime		Total
	(in millions)
Unbilled	$	1,243	$	359	$	1,602
Billed - current	65		22		87
Billed - past due	21		15		36
Installment receivables, gross	$	1,329	$	396	$	1,725

Allowance for Credit Losses on Financing Receivables [Table Text Block]

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

	Nine Months Ended December 31,			Twelve Months Ended  March 31,
	2015			2015
	(in millions)
Deferred interest and allowance for credit losses, beginning of period	$	329		$	124
Bad debt expense	93			398
Write-offs, net of recoveries	(105		)	(255		)
Change in deferred interest on short-term and long-term installment receivables	(43		)	62
Derecognition of deferred interest and allowance for credit losses	(274		)	—
Deferred interest and allowance for credit losses, end of period	$	—		$	329

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Property, Plant and Equipment (Tables)

9 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Line Items]

Schedule of Property, Plant and Equipment

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

	December 31, 2015			March 31, 2015
	(in millions)
Land	$	266		$	266
Network equipment, site costs and related software	21,304			18,990
Buildings and improvements	793			754
Non-network internal use software, office equipment, leased devices and other	5,346			2,979
Construction in progress	1,395			2,090
Less: accumulated depreciation	(8,459		)	(5,358		)
Property, plant and equipment, net	$	20,645		$	19,721

Leased devices [Member]

Property, Plant and Equipment [Line Items]

Schedule of Property, Plant and Equipment

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

	December 31, 2015			March 31, 2015
	(in millions)
Leased devices	$	4,120		$	1,974
Less: accumulated depreciation	(799		)	(197		)
Leased devices, net	$	3,321		$	1,777

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Intangible Assets (Tables)

9 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Indefinite-Lived Intangible Assets

	March 31, 2015		Net Additions		December 31, 2015
	(in millions)
FCC licenses	$	35,952	$	65	$	36,017
Trademarks	4,035		—		4,035
Goodwill	6,575		—		6,575
	$	46,562	$	65	$	46,627

Intangible Assets Subject to Amortization

		December 31, 2015							March 31, 2015
	Useful Lives	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
		(in millions)
Customer relationships	4 to 8 years	$	6,923	$	(3,755	)	$	3,168	$	6,923	$	(2,791	)	$	4,132
Other intangible assets:
Favorable spectrum leases	23 years	884		(103		)	781		884		(71		)	813
Favorable tower leases	3 to 7 years	589		(269		)	320		589		(189		)	400
Trademarks	34 years	520		(39		)	481		520		(27		)	493
Other	4 to 10 years	81		(24		)	57		72		(17		)	55
Total other intangible assets		2,074		(435		)	1,639		2,065		(304		)	1,761
Total definite-lived intangible assets		$	8,997	$	(4,190	)	$	4,807	$	8,988	$	(3,095	)	$	5,893

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Long-Term Debt, Financing and Capital Lease Obligations (Tables)

9 Months Ended

Dec. 31, 2015

Long-term Debt and Capital Lease Obligations [Abstract]

Schedule of Long-term Debt Instruments

	Interest Rates			Maturities			December 31, 2015			March 31, 2015
							(in millions)
Notes
Senior notes
Sprint Corporation	7.13	-	7.88%	2021	-	2025	$	10,500		$	10,500
Sprint Communications, Inc.	6.00	-	11.50%	2016	-	2022	9,280			9,280
Sprint Capital Corporation	6.88	-	8.75%	2019	-	2032	6,204			6,204
Guaranteed notes
Sprint Communications, Inc.	7.00	-	9.00%	2018	-	2020	4,000			4,000
Secured notes
Clearwire Communications LLC (1)	14.75%			2016			300			300
Exchangeable notes
Clearwire Communications LLC (1)	8.25%			2040			629			629
Credit facilities
Bank credit facility	3.63%			2018			—			—
Export Development Canada (EDC)	3.78	-	5.56%	2017	-	2019	550			800
Secured equipment credit facilities	1.99	-	2.75%	2017	-	2021	960			610
Financing obligation	6.10%			2021			237			275
Capital lease obligations and other	2.35	-	10.52%	2016	-	2023	231			127
Net premiums							862			1,106
							33,753			33,831
Less current portion							(3,324		)	(1,300		)
Long-term debt, financing and capital lease obligations							$	30,429		$	32,531

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Severance and Exit Costs (Tables)

9 Months Ended

Dec. 31, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs [Table Text Block]

The following provides the activity in the severance and exit costs liability included in "Accounts payable," "Accrued expenses and other current liabilities" and "Other liabilities" within the consolidated balance sheets:

	March 31, 2015		Net Expense			Cash Payments and Other			December 31, 2015
	(in millions)
Lease exit costs	$	291	$	30	(1)	$	(107	)	$	214
Severance costs	119		194		(2)	(129		)	184
Access exit costs	44		3		(3)	(26		)	21
	$	454	$	227		$	(262	)	$	419

 _________________

(1) In addition to the $20 million income (Wireless only) related to U.S. Cellular, we recognized costs of $32 million (Wireless only), and $50 million (Wireless only) for the three and nine-month periods endedDecember 31, 2015, respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

(2) For the three and nine-month periods endedDecember 31, 2015, we recognized costs of $176 million ($156 million Wireless, $20 million Wireline), and $194 million ($172 million Wireless, $22 million Wireline), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

(3) For the three and nine-month periods endedDecember 31, 2015, we recognized costs of $1 million (Wireless only), and $3 million (Wireless only), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

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Income Taxes (Tables)

9 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Factors Causing Variation in Effective Tax Rate From US Federal Statutory Rate

The differences that caused our effective income tax rates to vary from the 35% U.S. federal statutory rate for income taxes were as follows:

	Nine Months Ended December 31,
	2015			2014
	(in millions)
Income tax benefit at the federal statutory rate	$	460		$	1,303
Effect of:
State income taxes, net of federal income tax effect	33			96
State law changes, net of federal income tax effect	23			—
Change in federal and state valuation allowance	(647		)	(797		)
Other, net	5			(1		)
Income tax (expense) benefit	$	(126	)	$	601
Effective income tax rate	(9.6		)%	16.1		%

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Segments (Tables)

9 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Statement of Operations Information

Segment financial information is as follows:

Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended December 31, 2015
Net operating revenues	$	7,670		$	434		$	3		$	8,107
Inter-segment revenues(1)	—			147			(147		)	—
Total segment operating expenses	(5,804		)	(548		)	143			(6,209		)
Segment earnings	$	1,866		$	33		$	(1	)	1,898
Less:
Depreciation										(1,549		)
Amortization										(316		)
Other, net(2)										(230		)
Operating loss										(197		)
Interest expense										(546		)
Other income, net										4
Loss before income taxes										$	(739	)
Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended December 31, 2014
Net operating revenues	$	8,433		$	536		$	4		$	8,973
Inter-segment revenues(1)	—			156			(156		)	—
Total segment operating expenses	(7,399		)	(681		)	151			(7,929		)
Segment earnings	$	1,034		$	11		$	(1	)	1,044
Less:
Depreciation										(940		)
Amortization										(380		)
Impairments(3)										(2,133		)
Other, net(2)										(131		)
Operating loss										(2,540		)
Interest expense										(506		)
Other income, net										10
Loss before income taxes										$	(3,036	)

Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Nine Months Ended December 31, 2015
Net operating revenues	$	22,726		$	1,372		$	11		$	24,109
Inter-segment revenues(1)	—			448			(448		)	—
Total segment operating expenses	(16,807		)	(1,749		)	435			(18,121		)
Segment earnings	$	5,919		$	71		$	(2	)	5,988
Less:
Depreciation										(4,202		)
Amortization										(994		)
Other, net(2)										(490		)
Operating income										302
Interest expense										(1,630		)
Other income, net										13
Loss before income taxes										$	(1,315	)
Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Nine Months Ended December 31, 2014
Net operating revenues	$	24,555		$	1,684		$	11		$	26,250
Inter-segment revenues(1)	—			462			(462		)	—
Total segment operating expenses	(20,358		)	(2,073		)	438			(21,993		)
Segment earnings	$	4,197		$	73		$	(13	)	4,257
Less:
Depreciation										(2,706		)
Amortization										(1,189		)
Impairments(3)										(2,133		)
Other, net(2)										(442		)
Operating loss										(2,213		)
Interest expense										(1,528		)
Other income, net										19
Loss before income taxes										$	(3,722	)
Other Information	Wireless			Wireline			Corporate and Other			Consolidated
	(in millions)
Capital expenditures for the nine months ended December 31, 2015	$	5,236		$	205		$	241		$	5,682
Capital expenditures for the nine months ended December 31, 2014	$	3,485		$	205		$	267		$	3,957

 _________________

(1) Inter-segment revenues consist primarily of wireline services provided to the Wireless segment for resale to, or use by, wireless subscribers.

(2) Other, net for the three and nine-month periods endedDecember 31, 2015 consists of $209 million and $247 million, respectively, of severance and exit costs and $21 million and $178 million, respectively, of accruals for ongoing legal matters. In addition, the nine-month period ended December 31, 2015 includes an $85 million loss on disposal of property, plant and equipment related to cell site construction costs that are no longer recoverable as a result of changes in the Company's network plans and a $20 million release of liability reserves associated with the May 2013 U.S. Cellular asset acquisition. Other, net for the three and nine-month periods endedDecember 31, 2014 consists of $22 million and $333 million, respectively, of severance and exit costs

Operating Revenues by Service and Products

Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Three Months Ended December 31, 2015
Wireless services	$	6,058	$	—	$	—		$	6,058
Wireless equipment	1,424		—		—			1,424
Voice	—		201		(82		)	119
Data	—		42		(17		)	25
Internet	—		317		(48		)	269
Other	188		21		3			212
Total net operating revenues	$	7,670	$	581	$	(144	)	$	8,107
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Three Months Ended December 31, 2014
Wireless services	$	6,523	$	—	$	—		$	6,523
Wireless equipment	1,701		—		—			1,701
Voice	—		289		(94		)	195
Data	—		52		(22		)	30
Internet	—		333		(42		)	291
Other	209		18		6			233
Total net operating revenues	$	8,433	$	692	$	(152	)	$	8,973
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Nine Months Ended December 31, 2015
Wireless services	$	18,631	$	—	$	—		$	18,631
Wireless equipment	3,509		—		—			3,509
Voice	—		646		(249		)	397
Data	—		134		(55		)	79
Internet	—		968		(140		)	828
Other	586		72		7			665
Total net operating revenues	$	22,726	$	1,820	$	(437	)	$	24,109
Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations(1)			Consolidated
	(in millions)
Nine Months Ended December 31, 2014
Wireless services	$	20,124	$	—	$	—		$	20,124
Wireless equipment	3,846		—		—			3,846
Voice	—		910		(271		)	639
Data	—		161		(68		)	93
Internet	—		1,018		(121		)	897
Other	585		57		9			651
Total net operating revenues	$	24,555	$	2,146	$	(451	)	$	26,250

_______________

(1) Revenues eliminated in consolidation consist primarily of wireline services provided to the Wireless segment for resale to or use by wireless subscribers.

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Related Party Transactions (Tables)

9 Months Ended

Dec. 31, 2015

Brightstar [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Transactions [Table Text Block]

Amounts included in our consolidated financial statements associated with these arrangements with Brightstar were as follows:

Consolidated balance sheets:	December 31, 2015		March 31, 2015
	(in millions)
Accounts receivable	$	239	$	430
Accounts payable	$	46	$	96

Consolidated statements of comprehensive loss:	Three Months Ended December 31,				Nine Months Ended December 31,
	2015		2014		2015		2014
	(in millions)
Equipment revenues	$	598	$	1,030	$	1,375	$	1,149
Cost of products	$	601	$	1,071	$	1,362	$	1,165

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Guarantor Financial Information (Tables)

9 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Balance Sheet [Table Text Block]

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2015
	Parent/Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	1,670	$	505	$	—		$	2,175
Short-term investments	—		26		15		—			41
Accounts and notes receivable, net	196		6		1,033		(202		)	1,033
Device and accessory inventory	—		—		995		—			995
Prepaid expenses and other current assets	—		17		2,300		—			2,317
Total current assets	196		1,719		4,848		(202		)	6,561
Investments in subsidiaries	20,333		22,524		—		(42,857		)	—
Property, plant and equipment, net	—		—		20,645		—			20,645
Due from consolidated affiliate	50		20,920		—		(20,970		)	—
Note receivable from consolidated affiliate	10,500		563		—		(11,063		)	—
Intangible assets
Goodwill	—		—		6,575		—			6,575
FCC licenses and other	—		—		40,052		—			40,052
Definite-lived intangible assets, net	—		—		4,807		—			4,807
Other assets	127		1,254		676		(1,146		)	911
Total assets	$	31,206	$	46,980	$	77,603	$	(76,238	)	$	79,551
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	3,078	$	—		$	3,078
Accrued expenses and other current liabilities	246		571		3,859		(202		)	4,474
Deferred tax liabilities	—		—		186		—			186
Current portion of long-term debt, financing and capital lease obligations	—		2,034		1,290		—			3,324
Total current liabilities	246		2,605		8,413		(202		)	11,062
Long-term debt, financing and capital lease obligations	10,500		12,594		8,354		(1,019		)	30,429
Deferred tax liabilities	—		—		13,773		—			13,773
Note payable due to consolidated affiliate	—		10,500		563		(11,063		)	—
Other liabilities	—		948		3,006		—			3,954
Due to consolidated affiliate	127		—		20,970		(21,097		)	—
Total liabilities	10,873		26,647		55,079		(33,381		)	59,218
Commitments and contingencies
Total stockholders' equity	20,333		20,333		22,524		(42,857		)	20,333
Total liabilities and stockholders' equity	$	31,206	$	46,980	$	77,603	$	(76,238	)	$	79,551

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2015
	Parent/Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	3,492	$	518	$	—		$	4,010
Short-term investments	—		146		20		—			166
Accounts and notes receivable, net	84		157		2,160		(111		)	2,290
Device and accessory inventory	—		—		1,359		—			1,359
Deferred tax assets	—		—		62		—			62
Prepaid expenses and other current assets	—		13		1,877		—			1,890
Total current assets	84		3,808		5,996		(111		)	9,777
Investments in subsidiaries	21,712		22,413		—		(44,125		)	—
Property, plant and equipment, net	—		—		19,721		—			19,721
Due from consolidated affiliate	68		20,934		—		(21,002		)	—
Note receivable from consolidated affiliate	10,500		458		—		(10,958		)	—
Intangible assets
Goodwill	—		—		6,575		—			6,575
FCC licenses and other	—		—		39,987		—			39,987
Definite-lived intangible assets, net	—		—		5,893		—			5,893
Other assets	139		1,260		836		(1,158		)	1,077
Total assets	$	32,503	$	48,873	$	79,008	$	(77,354	)	$	83,030
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	4,347	$	—		$	4,347
Accrued expenses and other current liabilities	154		625		4,625		(111		)	5,293
Current portion of long-term debt, financing and capital lease obligations	—		500		800		—			1,300
Total current liabilities	154		1,125		9,772		(111		)	10,940
Long-term debt, financing and capital lease obligations	10,500		14,576		8,474		(1,019		)	32,531
Deferred tax liabilities	—		—		13,898		—			13,898
Note payable due to consolidated affiliate	—		10,500		458		(10,958		)	—
Other liabilities	—		960		2,991		—			3,951
Due to consolidated affiliate	139		—		21,002		(21,141		)	—
Total liabilities	10,793		27,161		56,595		(33,229		)	61,320
Commitments and contingencies
Total stockholders' equity	21,710		21,712		22,413		(44,125		)	21,710
Total liabilities and stockholders' equity	$	32,503	$	48,873	$	79,008	$	(77,354	)	$	83,030

Condensed Income Statement [Table Text Block]

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Three Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	8,107		$	—		$	8,107
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			2,348			—			2,348
Cost of products (exclusive of depreciation and amortization included below)	—			—			1,589			—			1,589
Selling, general and administrative	—			—			2,129			—			2,129
Severance and exit costs	—			—			209			—			209
Depreciation	—			—			1,549			—			1,549
Amortization	—			—			316			—			316
Other, net	—			—			164			—			164
	—			—			8,304			—			8,304
Operating loss	—			—			(197		)	—			(197		)
Other income (expense):
Interest income	198			39			2			(236		)	3
Interest expense	(198		)	(406		)	(178		)	236			(546		)
(Losses) earnings of subsidiaries	(838		)	(471		)	—			1,309			—
Other income, net	—			—			1			—			1
	(838		)	(838		)	(175		)	1,309			(542		)
(Loss) income before income taxes	(838		)	(838		)	(372		)	1,309			(739		)
Income tax benefit (expense)	2			—			(99		)	—			(97		)
Net (loss) income	(836		)	(838		)	(471		)	1,309			(836		)
Other comprehensive (loss) income	(7		)	(7		)	(4		)	11			(7		)
Comprehensive (loss) income	$	(843	)	$	(845	)	$	(475	)	$	1,320		$	(843	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Three Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	8,973		$	—		$	8,973
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			2,330			—			2,330
Cost of products (exclusive of depreciation and amortization included below)	—			—			2,952			—			2,952
Selling, general and administrative	—			—			2,647			—			2,647
Impairments	—			—			2,133			—			2,133
Severance and exit costs	—			—			22			—			22
Depreciation	—			—			940			—			940
Amortization	—			—			380			—			380
Other, net	—			1			108			—			109
	—			1			11,512			—			11,513
Operating loss	—			(1		)	(2,539		)	—			(2,540		)
Other income (expense):
Interest income	169			22			1			(189		)	3
Interest expense	(169		)	(360		)	(166		)	189			(506		)
(Losses) earnings of subsidiaries	(2,379		)	(2,041		)	—			4,420			—
Other income, net	—			1			6			—			7
	(2,379		)	(2,378		)	(159		)	4,420			(496		)
(Loss) income before income taxes	(2,379		)	(2,379		)	(2,698		)	4,420			(3,036		)
Income tax benefit	—			—			657			—			657
Net (loss) income	(2,379		)	(2,379		)	(2,041		)	4,420			(2,379		)
Other comprehensive (loss) income	(220		)	(220		)	(208		)	428			(220		)
Comprehensive (loss) income	$	(2,599	)	$	(2,599	)	$	(2,249	)	$	4,848		$	(2,599	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Nine Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	24,109		$	—		$	24,109
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			7,194			—			7,194
Cost of products (exclusive of depreciation and amortization included below)	—			—			4,244			—			4,244
Selling, general and administrative	—			—			6,540			—			6,540
Severance and exit costs	—			—			247			—			247
Depreciation	—			—			4,202			—			4,202
Amortization	—			—			994			—			994
Other, net	—			—			386			—			386
	—			—			23,807			—			23,807
Operating income	—			—			302			—			302
Other income (expense):
Interest income	593			118			3			(707		)	7
Interest expense	(593		)	(1,220		)	(524		)	707			(1,630		)
(Losses) earnings of subsidiaries	(1,443		)	(341		)	—			1,784			—
Other income, net	—			—			6			—			6
	(1,443		)	(1,443		)	(515		)	1,784			(1,617		)
(Loss) income before income taxes	(1,443		)	(1,443		)	(213		)	1,784			(1,315		)
Income tax benefit (expense)	2			—			(128		)	—			(126		)
Net (loss) income	(1,441		)	(1,443		)	(341		)	1,784			(1,441		)
Other comprehensive (loss) income	(11		)	(11		)	(6		)	17			(11		)
Comprehensive (loss) income	$	(1,452	)	$	(1,454	)	$	(347	)	$	1,801		$	(1,452	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

	For the Nine Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues	$	—		$	—		$	26,250		$	—		$	26,250
Net operating expenses:
Cost of services (exclusive of depreciation and amortization included below)	—			—			7,279			—			7,279
Cost of products (exclusive of depreciation and amortization included below)	—			—			7,482			—			7,482
Selling, general and administrative	—			—			7,232			—			7,232
Severance and exit costs	—			—			333			—			333
Impairments	—			—			2,133			—			2,133
Depreciation	—			—			2,706			—			2,706
Amortization	—			—			1,189			—			1,189
Other, net	—			1			108			—			109
	—			1			28,462			—			28,463
Operating loss	—			(1		)	(2,212		)	—			(2,213		)
Other income (expense):
Interest income	507			68			2			(567		)	10
Interest expense	(507		)	(1,092		)	(496		)	567			(1,528		)
(Losses) earnings of subsidiaries	(3,121		)	(2,097		)	—			5,218			—
Other income, net	—			1			8			—			9
	(3,121		)	(3,120		)	(486		)	5,218			(1,509		)
(Loss) income before income taxes	(3,121		)	(3,121		)	(2,698		)	5,218			(3,722		)
Income tax benefit	—			—			601			—			601
Net (loss) income	(3,121		)	(3,121		)	(2,097		)	5,218			(3,121		)
Other comprehensive (loss) income	(227		)	(227		)	(209		)	436			(227		)
Comprehensive (loss) income	$	(3,348	)	$	(3,348	)	$	(2,306	)	$	5,654		$	(3,348	)

Condensed Cash Flow Statement [Table Text Block]

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended December 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	—		$	(1,029	)	$	3,800		$	(168	)	$	2,603
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(3,958		)	—			(3,958		)
Capital expenditures - leased devices	—			—			(1,724		)	—			(1,724		)
Expenditures relating to FCC licenses	—			—			(75		)	—			(75		)
Proceeds from sales and maturities of short-term investments	—			317			60			—			377
Purchases of short-term investments	—			(197		)	(55		)	—			(252		)
Change in amounts due from/due to consolidated affiliates	1			(568		)	—			567			—
Proceeds from sales of assets and FCC licenses	—			—			36			—			36
Proceeds from sale-leaseback transaction	—			—			1,136			—			1,136
Intercompany note advance to consolidated affiliate	—			(159		)	—			159			—
Proceeds from intercompany note advance to consolidated affiliate	—			54			—			(54		)	—
Other, net	—			—			(25		)	—			(25		)
Net cash provided by (used in) investing activities	1			(553		)	(4,605		)	672			(4,485		)
Cash flows from financing activities:
Proceeds from debt and financings	—			250			505			—			755
Repayments of debt, financing and capital lease obligations	—			(500		)	(227		)	—			(727		)
Debt financing costs	(1		)	—			—			—			(1		)
Proceeds from issuance of common stock, net	—			10			—			—			10
Intercompany dividends paid to parent	—			—			(168		)	168			—
Change in amounts due from/due to consolidated affiliates	—			—			567			(567		)	—
Intercompany note advance from parent	—			—			159			(159		)	—
Repayments of intercompany note advance from parent	—			—			(54		)	54			—
Other, net	—			—			10			—			10
Net cash (used in) provided by financing activities	(1		)	(240		)	792			(504		)	47
Net decrease in cash and cash equivalents	—			(1,822		)	(13		)	—			(1,835		)
Cash and cash equivalents, beginning of period	—			3,492			518			—			4,010
Cash and cash equivalents, end of period	$	—		$	1,670		$	505		$	—		$	2,175

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Nine Months Ended December 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	—		$	(735	)	$	2,409		$	(200	)	$	1,474
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(3,814		)	—			(3,814		)
Capital expenditures - leased devices	—			—			(143		)	—			(143		)
Expenditures relating to FCC licenses	—			—			(121		)	—			(121		)
Reimbursements relating to FCC licenses	—			—			95			—			95
Proceeds from sales and maturities of short-term investments	—			2,878			35			—			2,913
Purchases of short-term investments	—			(1,857		)	(90		)	—			(1,947		)
Change in amounts due from/due to consolidated affiliates	—			(1,933		)	—			1,933			—
Proceeds from sales of assets and FCC licenses	—			—			114			—			114
Other, net	—			—			(9		)	—			(9		)
Net cash (used in) provided by investing activities	—			(912		)	(3,933		)	1,933			(2,912		)
Cash flows from financing activities:
Proceeds from debt and financings	—			300			—			—			300
Repayments of debt, financing and capital lease obligations	—			—			(390		)	—			(390		)
Debt financing costs	(1		)	(5		)	(31		)	—			(37		)
Proceeds from issuance of common stock, net	—			50			—			—			50
Intercompany dividends paid to parent	—			—			(200		)	200			—
Change in amounts due from/due to consolidated affiliates	1			—			1,932			(1,933		)	—
Net cash provided by (used in) financing activities	—			345			1,311			(1,733		)	(77		)
Net decrease in cash and cash equivalents	—			(1,302		)	(213		)	—			(1,515		)
Cash and cash equivalents, beginning of period	—			4,125			845			—			4,970
Cash and cash equivalents, end of period	$	—		$	2,823		$	632		$	—		$	3,455

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Accounts Receivable Facility (Details) - Accounts Receivable [Member] - USD ($) $ in Millions	1 Months Ended			3 Months Ended
	Nov. 30, 2015	Oct. 31, 2015	Sep. 30, 2015	Dec. 31, 2015	Mar. 31, 2015
Financing Receivable, Recorded Investment [Line Items]
Maximum Funding Limit	$ 4,300
Receivables Facility, maximum borrowing capacity				$ 2,000
Receivables Facility, Amount of Funds Available				$ 778
Receivables Facility, maximum amount available based on receivables sold to investors, percent				50.00%
Accounts Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Receivables Facility, Amount of Funds Available				$ 193
Continuing Involvement with Derecognized Transferred Financial Assets, Amount Outstanding			$ 1,900		$ 1,800
Cash received for sale of receivables under receivables facility		$ 300	400		500
Receivable from Conduits			1,500		1,300
Transfers of Financial Assets Accounted for as Sale, Initial Fair Value of Assets Obtained as Proceeds			$ 1,400	1,100	$ 1,200
Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Receivables Facility, Amount of Funds Available				29
Continuing Involvement with Derecognized Transferred Financial Assets, Amount Outstanding		1,200
Cash received for sale of receivables under receivables facility	$ 400	100
Cash Flows Between Transferor and Transferee, Proceeds from Collections Reinvested in Revolving Period Transfers				150
Receivable from Conduits		1,100
Transfers of Financial Assets Accounted for as Sale, Initial Fair Value of Assets Obtained as Proceeds		$ 1,000		491
Future lease receivables [Member]
Financing Receivable, Recorded Investment [Line Items]
Receivables Facility, Amount of Funds Available				$ 556

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Funding Sources Handset Sale-Leaseback (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Nov. 30, 2015	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Nov. 19, 2015
Sale Leaseback Transaction [Line Items]
Sale Leaseback Transaction, Net Book Value					$ 1,300
Sale Leaseback Transaction, Net Proceeds, Investing Activities			$ 1,136	$ 0
Leased handset [Member]
Sale Leaseback Transaction [Line Items]
Sale Leaseback Transaction, Net Proceeds, Investing Activities	$ 1,100
Receivables from sale-leaseback					$ 126
Gain (Loss) on Disposition of Property Plant Equipment	$ 65
Sale Leaseback Transaction, Monthly Rental Payments		$ 60	60
Sale Leaseback Transaction, Quarterly Rental Payments		176	176
Future Minimum Sublease Rentals, Sale Leaseback Transactions, Next Twelve Months		673	673
Future Minimum Sublease Rentals, Sale Leaseback Transactions, within Two Years		$ 113	$ 113

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Financial Instruments (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015
Fair Value Disclosures [Abstract]
Short-term Investments	$ 41	$ 166
Marketable Securities, Equity Securities	$ 42	$ 40

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Installment Receivables (Details) - USD ($) $ in Millions	9 Months Ended
	Dec. 31, 2015	Mar. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Installment Billing Maximum Payment Term	24 months
Installment receivables, gross		$ 1,725
Deferred interest		(139)
Installment receivables, net of deferred interest		1,586
Allowance for credit losses		(190)
Installment receivables, net		1,396
Accounts and notes receivable, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Installment receivables, net		1,035
Other Assets
Accounts, Notes, Loans and Financing Receivable [Line Items]
Installment receivables, net		$ 361

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Financial Instruments (Estimated Fair Value of Debt, Financing and Capital Lease Obligations) (Details) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and long-term debt, financing and capital lease obligations, Carrying amount	$ 33,424	$ 33,434
Liabilities, Fair Value Disclosure, Nonrecurring	27,332	33,554
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure, Nonrecurring	21,194	27,238
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure, Nonrecurring	4,494	4,906
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value Disclosure, Nonrecurring	$ 1,644	$ 1,410

XML

Installment Receivables (Gross Basis by Credit Category) (Details) $ in Millions	Mar. 31, 2015 USD ($)
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	$ 1,725
Prime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	1,329
Subprime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	396
Billed Revenues [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	1,602
Billed Revenues [Member] | Prime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	1,243
Billed Revenues [Member] | Subprime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	359
Billed receivables, current [Member] | Billed Revenues [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	87
Billed receivables, current [Member] | Billed Revenues [Member] | Prime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	65
Billed receivables, current [Member] | Billed Revenues [Member] | Subprime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	22
Billed receivables, past due [Member] | Billed Revenues [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	36
Billed receivables, past due [Member] | Billed Revenues [Member] | Prime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	21
Billed receivables, past due [Member] | Billed Revenues [Member] | Subprime [Member]
Financing Receivable, Recorded Investment [Line Items]
Installment receivables, gross	$ 15

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Installment Receivables (Activity in the Deferred Interest and Allowance for Credit Losses for the Installment Receivables) (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Dec. 31, 2015	Mar. 31, 2015
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Deferred interest and allowance for credit losses, beginning of period	$ 329	$ 124
Bad debt expense	93	398
Write-offs, net of recoveries	(105)	(255)
Change in deferred interest on short-term and long-term installment receivables	(43)	62
Derecognized allowances and deferred interest	(274)	0
Deferred interest and allowance for credit losses, end of period	$ 0	$ 329

XML

Property, Plant and Equipment (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014		Dec. 31, 2015	Dec. 31, 2014		Nov. 19, 2015
Property, Plant and Equipment [Line Items]
Increase (Decrease) in Accounts Payable				$ 763	$ 2,000
Sale Leaseback Transaction, Net Book Value							$ 1,300
Impairments	$ 0	$ 2,133	[1]	0	2,133	[1]
Depreciation	1,549	940		4,202	2,706
Loss on Disposition of Property Plant Equipment				228	0
Leased devices [Member]
Property, Plant and Equipment [Line Items]
Increase (Decrease) in Accounts Payable				306	150
Increase (Decrease) in Inventories				2,600	700
Depreciation	535	54		1,200	56
Wireline [Member]
Property, Plant and Equipment [Line Items]
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss		233
Property, Plant, and Equipment, Fair Value Disclosure		$ 918			$ 918
Other Operating Income (Expense) [Member]
Property, Plant and Equipment [Line Items]
Loss on Disposition of Property Plant Equipment	$ 78			$ 163

[1] Impairments for the three and nine-month periods ended December 31, 2014 consist of a $1.9 billion Sprint trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

XML

Property, Plant and Equipment (Components of Property Plant and Equipment) (Details) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015
Property, Plant and Equipment [Line Items]
Less accumulated depreciation	$ (8,459)	$ (5,358)
Property, plant and equipment, net	20,645	19,721
Land [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	266	266
Network equipment, site costs and related software [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	21,304	18,990
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	793	754
Non-network internal use software, office equipment, leased devices and other [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	5,346	2,979
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Construction in progress	$ 1,395	$ 2,090

XML

Property, Plant and Equipment (Components of Property Plant and Equipment, Specifically Leased Devices) (Details) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015
Property, Plant and Equipment [Line Items]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ (8,459)	$ (5,358)
Property, plant and equipment, net	20,645	19,721
Leased devices [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	4,120	1,974
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(799)	(197)
Property, plant and equipment, net	$ 3,321	$ 1,777

XML

Intangible Assets (Indefinite-Lived Intangible Assets) (Details) $ in Millions	9 Months Ended
	Dec. 31, 2015 USD ($)
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets, Period Start	$ 39,987
Indefinite-lived Intangible Assets, Period End	40,052
Goodwill, beginning balance	6,575
Goodwill, Period Increase (Decrease)	0
Goodwill, ending balance	6,575
Total indefinite-lived intangible assets including FCC licenses, Trademarks, Goodwill, beginning balance	46,562
Indefinite lived intangible assets period increase decrease	65
Total indefinite-lived intangible assets including FCC licenses, Trademarks, Goodwill, ending balance	46,627
FCC Licenses [Member]
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets, Period Start	35,952
Indefinite-lived Intangible Assets, Period Increase (Decrease)	65
Indefinite-lived Intangible Assets, Period End	36,017
Trademarks [Member]
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets, Period Start	4,035
Indefinite-lived Intangible Assets, Period Increase (Decrease)	0
Indefinite-lived Intangible Assets, Period End	$ 4,035

XML

Intangible Assets (Intangible Assets Subject to Amortization) (Details) - USD ($) $ in Millions	9 Months Ended
	Dec. 31, 2015	Mar. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 8,997	$ 8,988
Accumulated Amortization	(4,190)	(3,095)
Net Carrying Value	4,807	5,893
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	6,923	6,923
Accumulated Amortization	(3,755)	(2,791)
Net Carrying Value	3,168	4,132
Favorable spectrum leases [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	884	884
Accumulated Amortization	(103)	(71)
Net Carrying Value	781	813
Favorable tower leases [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	589	589
Accumulated Amortization	(269)	(189)
Net Carrying Value	320	400
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	520	520
Accumulated Amortization	(39)	(27)
Net Carrying Value	481	493
Other Finite Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	81	72
Accumulated Amortization	(24)	(17)
Net Carrying Value	57	55
Finite Lived Intangible Assets Excluding Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	2,074	2,065
Accumulated Amortization	(435)	(304)
Net Carrying Value	$ 1,639	$ 1,761
Minimum [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Minimum [Member] | Favorable tower leases [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Minimum [Member] | Other Finite Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Maximum [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	8 years
Maximum [Member] | Favorable spectrum leases [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	23 years
Maximum [Member] | Favorable tower leases [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years
Maximum [Member] | Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	34 years
Maximum [Member] | Other Finite Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years

XML

Intangible Assets Intangible Assets (Narrative) (Details) - USD ($) $ / shares in Units, $ in Billions	3 Months Ended
	Dec. 31, 2014	Feb. 03, 2016	Dec. 31, 2015
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	$ 1.9
Share Price			$ 3.62
Common Stock, Par or Stated Value Per Share			$ 5.12
Trademarks [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure	$ 3.3
Common Class C [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Share Price		$ 2.84

XML

Accounts Payable (Details) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015
Accounts Payable [Abstract]
Checks Issued In Excess Of Associated Bank Balances But Not Yet Presented For Collection	$ 72	$ 90

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Long-Term Debt, Financing and Capital Lease Obligations (Schedule of Long-term Debt Instruments) (Details) - USD ($) $ in Millions		9 Months Ended
		Dec. 31, 2015	Mar. 31, 2015	Jul. 10, 2013
Debt Instrument [Line Items]
Debt Instrument, Unamortized Premium (Discount), Net		$ 862	$ 1,106
Current and Long-term Debt, Financing and Capital Lease Obligations		33,753	33,831
Long Term Debt Financing And Capital Lease Obligations, Current portion		(3,324)	(1,300)
Long-term debt, financing and capital lease obligations		$ 30,429	32,531
Senior Notes [Member] | Sprint Corporation [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum		7.13%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum		7.88%
Maturity Date Range, Start		Sep. 15, 2021
Maturity Date Range, End		Feb. 23, 2025
Long-term Debt, Gross		$ 10,500	10,500
Senior Notes [Member] | Sprint Nextel Corporation [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum		6.00%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum		11.50%
Maturity Date Range, Start		Dec. 01, 2016
Maturity Date Range, End		Nov. 15, 2022
Long-term Debt, Gross		$ 9,280	9,280
Senior Notes [Member] | Sprint Capital Corporation [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum		6.88%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum		8.75%
Maturity Date Range, Start		May 01, 2019
Maturity Date Range, End		Mar. 15, 2032
Long-term Debt, Gross		$ 6,204	6,204
Guaranteed notes [Member] | Sprint Nextel Corporation [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum		7.00%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum		9.00%
Maturity Date Range, Start		Nov. 15, 2018
Maturity Date Range, End		Mar. 01, 2020
Long-term Debt, Gross		$ 4,000	4,000
Secured Debt [Member] | Clearwire Communications LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		14.75%
Debt Instrument, Maturity Date		Dec. 01, 2016
Long-term Debt, Gross	[1]	$ 300	300
Exchangeable notes [Member] | Clearwire Communications LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		8.25%		8.25%
Debt Instrument, Maturity Date		Dec. 01, 2040
Long-term Debt, Gross	[1]	$ 629	629
Revolving Credit Facility [Member] | Unsecured Revolving Credit Facility expires in 2018 [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate		3.63%
Maturity Date Range, End		Feb. 28, 2018
Line of Credit Facility, Amount Outstanding		$ 0	0
Line of Credit [Member] | Export Development Canada Agreement [Member]
Debt Instrument [Line Items]
Maturity Date Range, Start		Dec. 15, 2017
Maturity Date Range, End		Dec. 17, 2019
Line of Credit Facility, Amount Outstanding			800
Line of Credit [Member] | Secured Equipment Credit Facility [Member]
Debt Instrument [Line Items]
Maturity Date Range, Start		Mar. 30, 2017
Maturity Date Range, End		Dec. 18, 2021
Line of Credit Facility, Amount Outstanding		$ 960	610
Financing Obligation [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate		6.10%
Debt Instrument, Maturity Date		Sep. 30, 2021
Long-term Debt, Gross		$ 237	275
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum		2.35%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum		10.52%
Maturity Date Range, Start		Feb. 29, 2016
Maturity Date Range, End		Nov. 21, 2023
Long-term Debt, Gross		$ 231	$ 127
Minimum [Member] | Line of Credit [Member] | Export Development Canada Agreement [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate		3.78%
Minimum [Member] | Line of Credit [Member] | Secured Equipment Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate		1.99%
Maximum [Member] | Line of Credit [Member] | Export Development Canada Agreement [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate		5.56%
Maximum [Member] | Line of Credit [Member] | Secured Equipment Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate		2.75%

[1] Notes of Clearwire Communications LLC are also direct obligations of Clearwire Finance, Inc. and are guaranteed by certain Clearwire subsidiaries.

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Long-Term Debt, Financing and Capital Lease Obligations (Narrative) (Details)		3 Months Ended	9 Months Ended		12 Months Ended
		Dec. 31, 2015 USD ($) site years tranche	Dec. 31, 2015 USD ($) site years tranche	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Mar. 31, 2015 USD ($)	Dec. 12, 2013 USD ($)	Sep. 11, 2013 USD ($)	Jul. 10, 2013 USD ($)
Schedule of Capitalization, Long-term Debt [Line Items]
Long-term debt issued by 100% owned subsidiary and is fully and unconditionally guaranteed by the parent		$ 21,800,000,000	$ 21,800,000,000
Interest Costs Capitalized			40,000,000	$ 41,000,000
Cash interest payments			1,800,000,000	$ 1,800,000,000
Redeemable notes		30,100,000,000	30,100,000,000
Principal amount of notes with the right to require the Company to repurchase on change of control		$ 21,600,000,000	$ 21,600,000,000
Percentage of principal amount required to repurchase notes on change of control		101.00%	101.00%
Number of cell sites leased back | site		3,000	3,000
Term in years for cell sites leased back renewal options | years		20	20
Ratio Of Total Indebtedness To Adjusted EBITDA		2.5	2.5
Exchangeable notes [Member] | Clearwire Communications LLC [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		8.25%	8.25%						8.25%
Fixed amount of cash for a fixed principal amount of notes surrendered that becomes exchangeable at the holder's option									$ 706.21
Fixed principal amount of notes surrendered for a fixed amount of cash that becomes exchangeable at the holder's option									$ 1,000
Total cash consideration payable upon an exchange of all principal amount of notes outstanding		$ 444,000,000	$ 444,000,000
Long-term Debt, Gross	[1]	629,000,000	629,000,000			$ 629,000,000
Secured Debt [Member] | Clearwire Communications LLC [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Principal amount of notes with the right to require the Company to repurchase on change of control		$ 300,000,000	$ 300,000,000
Debt Instrument, Interest Rate, Stated Percentage		14.75%	14.75%
Long-term Debt, Gross	[1]	$ 300,000,000	$ 300,000,000			300,000,000
Senior Notes [Member] | Sprint Communications Inc. Guaranteed Notes due 2021 [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage								7.25%
Debt Instrument, Face Amount								$ 2,250,000,000
Senior Notes [Member] | Sprint Corporation 7.875% [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage								7.875%
Debt Instrument, Face Amount								$ 4,250,000,000
Senior Notes [Member] | Sprint Corporation 7.125% [Member] [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage							7.125%
Debt Instrument, Face Amount							$ 2,500,000,000
Senior Notes [Member] | Sprint Corporation [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Long-term Debt, Gross		10,500,000,000	10,500,000,000			10,500,000,000
Senior Notes [Member] | Sprint Nextel Corporation [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Long-term Debt, Gross		9,280,000,000	9,280,000,000			9,280,000,000
Line of Credit [Member] | Export Development Canada Agreement [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Repayments of Lines of Credit		500,000,000
Line of Credit Facility, Amount Outstanding						800,000,000
Line of Credit [Member] | Secured Equipment Credit Facility [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Amount Outstanding		960,000,000	960,000,000			610,000,000
Line of Credit [Member] | EKN Secured Equipment Credit Facility [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Proceeds from Lines of Credit					$ 1,000,000,000
Line of credit facility, year-to-date principal payment			127,000,000
Line of Credit Facility, Amount Outstanding		381,000,000	381,000,000
Line of Credit [Member] | Finnvera Secured Equipment Credit Facility [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 800,000,000	$ 800,000,000
Number of tranches | tranche		3	3
Proceeds from Lines of Credit			$ 208,000,000
Line of credit facility, year-to-date principal payment			28,000,000
Line of Credit Facility, Amount Outstanding		$ 224,000,000	224,000,000
Line of Credit [Member] | K-sure Secured Equipment Credit Facility [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 750,000,000	$ 750,000,000
Number of tranches | tranche		3	3
Proceeds from Lines of Credit			$ 266,000,000
Line of Credit Facility, Amount Outstanding		$ 323,000,000	323,000,000
Line of Credit [Member] | Delcredere / Ducroire (D/D) Secured Equipment Credit Facility [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		250,000,000	250,000,000
Proceeds from Lines of Credit			32,000,000
Line of Credit Facility, Amount Outstanding		32,000,000	32,000,000
Guaranteed notes [Member] | Sprint Nextel Corporation [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Long-term Debt, Gross		4,000,000,000	4,000,000,000			4,000,000,000
Revolving Credit Facility [Member] | Unsecured Revolving Credit Facility expires in 2018 [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		3,300,000,000	3,300,000,000
Line of Credit Facility, Remaining Borrowing Capacity		3,000,000,000	3,000,000,000
Line of Credit Facility, Amount Outstanding		0	0			$ 0
Letter of Credit [Member] | Unsecured Revolving Credit Facility expires in 2018 [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Letters of Credit Outstanding, Amount		$ 323,000,000	$ 323,000,000
Unsecured Revolving Credit Facility expires in 2018 [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Ratio Of Total Indebtedness To Adjusted EBITDA through the quarter ended December 31, 2015		6.5	6.5
Ratio Of Total Indebtedness To Adjusted EBITDA through the quarter ended December 31, 2016		6.25	6.25
Required Ratio Of Total Indebtedness To Adjusted EBITDA for each fiscal quarter ending thereafter through expiration of the revolving credit facility		6.0	6.0
Minimum required cash remaining on hand for operations as part of covenants		$ 2,000,000,000	$ 2,000,000,000
Tranche three [Member] | Line of Credit [Member] | Export Development Canada Agreement [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Amount Outstanding		300,000,000	300,000,000
Tranche four [Member] | Line of Credit [Member] | Export Development Canada Agreement [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		250,000,000	250,000,000
Tranche three and four [Member] | Line of Credit [Member] | Export Development Canada Agreement [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Line of Credit Facility, Amount Outstanding		$ 550,000,000	$ 550,000,000

[1] Notes of Clearwire Communications LLC are also direct obligations of Clearwire Finance, Inc. and are guaranteed by certain Clearwire subsidiaries.

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Severance and Exit Costs (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Restructuring Cost and Reserve [Line Items]
Severance Costs	[1]	$ 176		$ 194
Restructuring Charges				227
Lease and access exit costs [Member] | Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring And Related Cost Expected Future Cost				100
Lease and access exit costs [Member] | Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring And Related Cost Expected Future Cost				175
Wireless [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs		$ 156
Other Operating Income (Expense) [Member] | Wireless [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs	[1]			172
Restructuring Reserve, Accrual Adjustment			$ 41	$ 20	$ 41

[1] For the three and nine-month periods ended December 31, 2015, we recognized costs of $176 million ($156 million Wireless, $20 million Wireline), and $194 million ($172 million Wireless, $22 million Wireline), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

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Severance and Exit Costs (Schedule of Severance and Exit Costs) (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Mar. 31, 2015
Restructuring Reserve [Roll Forward]
Restructuring Reserve		$ 419		$ 419		$ 454
Supplemental Unemployment Benefits, Severance Benefits		184		184		119
Restructuring Charges				227
Severance Costs	[1]	176		194
Payments for Postemployment Benefits				(129)
Restructuring Reserve, Settled with Cash				(262)
Lease [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve		214		214		291
Restructuring Charges	[2]			30
Restructuring reserved settled with cash and other adjustments				(107)
Access [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve		21		21		$ 44
Restructuring reserved settled with cash and other adjustments				(26)
Wireless [Member]
Restructuring Reserve [Roll Forward]
Severance Costs		156
Wireless [Member] | Lease [Member]
Restructuring Reserve [Roll Forward]
Restructuring Charges	[3]	32		50
Wireless [Member] | Access [Member]
Restructuring Reserve [Roll Forward]
Restructuring Charges	[3]	1		3
Wireline [Member]
Restructuring Reserve [Roll Forward]
Severance Costs		$ 20
Other Operating Income (Expense) [Member] | Wireless [Member]
Restructuring Reserve [Roll Forward]
Severance Costs	[1]			172
Restructuring Reserve, Accrual Adjustment			$ 41	20	$ 41
Other Operating Income (Expense) [Member] | Wireline [Member]
Restructuring Reserve [Roll Forward]
Severance Costs	[1]			$ 22

[1] For the three and nine-month periods ended December 31, 2015, we recognized costs of $176 million ($156 million Wireless, $20 million Wireline), and $194 million ($172 million Wireless, $22 million Wireline), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

[2] In addition to the $20 million income (Wireless only) related to U.S. Cellular, we recognized costs of $32 million (Wireless only), and $50 million (Wireless only) for the three and nine-month periods ended December 31, 2015, respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

[3] For the three and nine-month periods ended December 31, 2015, we recognized costs of $1 million (Wireless only), and $3 million (Wireless only), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Income Tax Reconciliation, Change in Deferred Tax Assets Valuation Allowance			$ 647	$ 797
Decrease in valuation allowance attributable to disposition of intangible assets				73
Income tax benefit	$ (97)	$ 657	$ (126)	601
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		$ 1,900
FCC License Amortization Period for Tax Purposes In Years			15 years
Unrecognized tax benefit	$ 167		$ 167		$ 163
Income Taxes Paid, Net			$ 34	$ 36

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Income Taxes (Effective Income Tax Rate) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate			35.00%
Income tax benefit at the federal statutory rate			$ 460	$ 1,303
State income taxes, net of federal income tax effect			33	96
Cumulative effect of changes in corporate state income tax laws that were recognized within State income taxes, net of federal income tax effect			(23)	0
Change in federal and state valuation allowance			(647)	(797)
Other, net			5	(1)
Income tax benefit (expense)	$ (97)	$ 657	$ (126)	$ 601
Effective income tax rate			9.60%	(16.10%)

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Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions		3 Months Ended			9 Months Ended
	Apr. 19, 2012	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Mar. 31, 2015
Commitments and Contingencies [Line Items]
Loss Contingency Accrual, Provision				$ 91		$ 91
Minimum spectrum reconfiguration obligations		$ 2,800			$ 2,800
Licensees reimbursed share of costs				$ 95
Total Payments directly attributable to performance under Report and Order		3,500			3,500
Payments directly attributable to performance under report and order, net change related to FCC licenses		26			62
Unsecured Revolving Credit Facility expires in 2018 [Member] | Letter Of Credit Required By The FCCs Report And Order [Member]
Commitments and Contingencies [Line Items]
Initial Letter of Credit Requirement							$ 2,500
Letters of Credit Outstanding, Amount		256			256
New York sales taxes on receipts from sale of wireless services [Member]
Commitments and Contingencies [Line Items]
Sales receipts alleged to not be reported, amount	$ 100
Loss Contingency Accrual, Provision		$ 21	$ 178		$ 180

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Per Share Data (Narrative) (Details) - $ / shares shares in Millions	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.25
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	55
Options and RSUs [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Number of shares that had no effect on computation of dilutive weighted average number of shares outstanding	83	78

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Segments (Segment Financial Information) (Details) $ in Millions		3 Months Ended				9 Months Ended
		Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)		Dec. 31, 2015 USD ($) segments	Dec. 31, 2014 USD ($)
Segment Reporting Information [Line Items]
Number of Reportable Segments | segments						2
Segment Reporting Information, Total Net Operating Revenues		$ 8,107		$ 8,973		$ 24,109	$ 26,250
Revenues		8,107		8,973		24,109	26,250
Segment Operating Expenses		(6,209)		(7,929)		(18,121)	(21,993)
Segment Reporting Information Operating Income or Loss		1,898		1,044		5,988	4,257
Depreciation		1,549		940		4,202	2,706
Amortization		(316)		(380)		(994)	(1,189)
Impairments		0		(2,133)	[1]	0	(2,133)	[1]
Other Operating Expenses Net	[2]	230		131		490	442
Operating Income		(197)		(2,540)		302	(2,213)
Interest Expense		(546)		(506)		(1,630)	(1,528)
Other income, net		4		10		13	19
Loss (income) before income taxes		(739)		(3,036)		(1,315)	(3,722)
Payments to Acquire Property, Plant and Equipment Inclusive of Equipment on Lease						5,682	3,957
Severance and exit costs		209		22		247	333
Restructuring Charges						(227)
Pension Expense				(59)			(59)
Loss Contingency Accrual, Provision				(91)			(91)
Loss on Disposition of Property Plant Equipment						(228)	0
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)				1,900
Wireless [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		7,670		8,433		22,726	24,555
Revenues		7,670		8,433		22,726	24,555
Segment Operating Expenses		(5,804)		(7,399)		(16,807)	(20,358)
Segment Reporting Information Operating Income or Loss		1,866		1,034		5,919	4,197
Payments to Acquire Property, Plant and Equipment Inclusive of Equipment on Lease						5,236	3,485
Loss on Disposition of Property Plant Equipment						(85)
Wireline [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		434		536		1,372	1,684
Revenues		581		692		1,820	2,146
Segment Operating Expenses		(548)		(681)		(1,749)	(2,073)
Segment Reporting Information Operating Income or Loss		33		11		71	73
Payments to Acquire Property, Plant and Equipment Inclusive of Equipment on Lease						205	205
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss				233
Corporate, Other And Eliminations [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		3		4		11	11
Revenues	[3]	(144)		(152)		(437)	(451)
Segment Operating Expenses		143		151		435	438
Segment Reporting Information Operating Income or Loss		(1)		(1)		(2)	(13)
Payments to Acquire Property, Plant and Equipment Inclusive of Equipment on Lease						241	267
Lease and severance [Member]
Segment Reporting Information [Line Items]
Severance and exit costs		209				247
Restructuring Charges				(22)			(333)
Lease [Member]
Segment Reporting Information [Line Items]
Restructuring Charges	[4]					(30)
Lease [Member] | Wireless [Member]
Segment Reporting Information [Line Items]
Restructuring Charges	[5]	(32)				(50)
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues	[6]	0		0		0	0
Intersegment Eliminations [Member] | Wireless [Member]
Segment Reporting Information [Line Items]
Revenues		0		0		0	0
Intersegment Eliminations [Member] | Wireline [Member]
Segment Reporting Information [Line Items]
Revenues		147		156		448	462
Intersegment Eliminations [Member] | Corporate, Other And Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues		(147)		(156)		(448)	(462)
Trademarks [Member] | Wireless [Member]
Segment Reporting Information [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)				1,900
Other Operating Income (Expense) [Member]
Segment Reporting Information [Line Items]
Loss on Disposition of Property Plant Equipment		(78)				(163)
Other Operating Income (Expense) [Member] | Wireless [Member]
Segment Reporting Information [Line Items]
Restructuring Reserve, Accrual Adjustment				$ 41		20	$ 41
New York sales taxes on receipts from sale of wireless services [Member]
Segment Reporting Information [Line Items]
Loss Contingency Accrual, Provision		$ (21)	$ (178)			$ (180)

[1] Impairments for the three and nine-month periods ended December 31, 2014 consist of a $1.9 billion Sprint trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

[2] Other, net for the three and nine-month periods ended December 31, 2015 consists of $209 million and $247 million, respectively, of severance and exit costs and $21 million and $178 million, respectively, of accruals for ongoing legal matters. In addition, the nine-month period ended December 31, 2015 includes an $85 million loss on disposal of property, plant and equipment related to cell site construction costs that are no longer recoverable as a result of changes in the Company's network plans and a $20 million release of liability reserves associated with the May 2013 U.S. Cellular asset acquisition. Other, net for the three and nine-month periods ended December 31, 2014 consists of $22 million and $333 million, respectively, of severance and exit costs

[3] Revenues eliminated in consolidation consist primarily of wireline services provided to the Wireless segment for resale to or use by wireless subscribers.

[4] In addition to the $20 million income (Wireless only) related to U.S. Cellular, we recognized costs of $32 million (Wireless only), and $50 million (Wireless only) for the three and nine-month periods ended December 31, 2015, respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

[5] For the three and nine-month periods ended December 31, 2015, we recognized costs of $1 million (Wireless only), and $3 million (Wireless only), respectively, included in "Severance and Exit Costs" on the consolidated statements of comprehensive loss.

[6] Inter-segment revenues consist primarily of wireline services provided to the Wireless segment for resale to, or use by, wireless subscribers.

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Segments (Operating Revenues by Service and Products) (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Net operating revenues		$ 8,107	$ 8,973	$ 24,109	$ 26,250
Segment Reporting Information, Total Net Operating Revenues		8,107	8,973	24,109	26,250
Services [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		6,058	6,523	18,631	20,124
Equipment [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		1,424	1,701	3,509	3,846
Voice [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		119	195	397	639
Data [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		25	30	79	93
Internet [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		269	291	828	897
Other Products or Services [Member]
Segment Reporting Information [Line Items]
Segment Reporting Information, Total Net Operating Revenues		212	233	665	651
Wireless [Member]
Segment Reporting Information [Line Items]
Net operating revenues		7,670	8,433	22,726	24,555
Segment Reporting Information, Total Net Operating Revenues		7,670	8,433	22,726	24,555
Wireless [Member] | Services [Member]
Segment Reporting Information [Line Items]
Net operating revenues		6,058	6,523	18,631	20,124
Wireless [Member] | Equipment [Member]
Segment Reporting Information [Line Items]
Net operating revenues		1,424	1,701	3,509	3,846
Wireless [Member] | Voice [Member]
Segment Reporting Information [Line Items]
Net operating revenues		0	0	0	0
Wireless [Member] | Data [Member]
Segment Reporting Information [Line Items]
Net operating revenues		0	0	0	0
Wireless [Member] | Internet [Member]
Segment Reporting Information [Line Items]
Net operating revenues		0	0	0	0
Wireless [Member] | Other Products or Services [Member]
Segment Reporting Information [Line Items]
Net operating revenues		188	209	586	585
Wireline [Member]
Segment Reporting Information [Line Items]
Net operating revenues		581	692	1,820	2,146
Segment Reporting Information, Total Net Operating Revenues		434	536	1,372	1,684
Wireline [Member] | Services [Member]
Segment Reporting Information [Line Items]
Net operating revenues		0	0	0	0
Wireline [Member] | Equipment [Member]
Segment Reporting Information [Line Items]
Net operating revenues		0	0	0	0
Wireline [Member] | Voice [Member]
Segment Reporting Information [Line Items]
Net operating revenues		201	289	646	910
Wireline [Member] | Data [Member]
Segment Reporting Information [Line Items]
Net operating revenues		42	52	134	161
Wireline [Member] | Internet [Member]
Segment Reporting Information [Line Items]
Net operating revenues		317	333	968	1,018
Wireline [Member] | Other Products or Services [Member]
Segment Reporting Information [Line Items]
Net operating revenues		21	18	72	57
Corporate, Other And Eliminations [Member]
Segment Reporting Information [Line Items]
Net operating revenues	[1]	(144)	(152)	(437)	(451)
Segment Reporting Information, Total Net Operating Revenues		3	4	11	11
Corporate, Other And Eliminations [Member] | Services [Member]
Segment Reporting Information [Line Items]
Net operating revenues	[1]	0	0	0	0
Corporate, Other And Eliminations [Member] | Equipment [Member]
Segment Reporting Information [Line Items]
Net operating revenues	[1]	0	0	0	0
Corporate, Other And Eliminations [Member] | Voice [Member]
Segment Reporting Information [Line Items]
Net operating revenues	[1]	(82)	(94)	(249)	(271)
Corporate, Other And Eliminations [Member] | Data [Member]
Segment Reporting Information [Line Items]
Net operating revenues	[1]	(17)	(22)	(55)	(68)
Corporate, Other And Eliminations [Member] | Internet [Member]
Segment Reporting Information [Line Items]
Net operating revenues	[1]	(48)	(42)	(140)	(121)
Corporate, Other And Eliminations [Member] | Other Products or Services [Member]
Segment Reporting Information [Line Items]
Net operating revenues	[1]	$ 3	$ 6	$ 7	$ 9

[1] Revenues eliminated in consolidation consist primarily of wireline services provided to the Wireless segment for resale to or use by wireless subscribers.

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Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Oct. 31, 2014
Line of Credit [Member] | Brightstar [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 1,000
Brightstar [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 29	$ 82

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Related Party Transactions (Brightstar) (Details) - Brightstar [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Mar. 31, 2015
Related Party Transaction [Line Items]
Accounts receivable	$ 239		$ 239		$ 430
Accounts payable	46		46		$ 96
Revenue from Related Parties	598	$ 1,030	1,375	$ 1,149
Related Party Costs	$ 601	$ 1,071	$ 1,362	$ 1,165

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Guarantor Financial Information (Details) $ in Millions	Dec. 31, 2015	Nov. 30, 2015 USD ($)	Feb. 24, 2015 USD ($)	Dec. 12, 2013 USD ($)	Sep. 11, 2013 USD ($)
Condensed Financial Statements, Captions [Line Items]
Ratio Of Total Indebtedness To Adjusted EBITDA	2.5
Accounts Receivable [Member]
Condensed Financial Statements, Captions [Line Items]
Maximum Funding Limit		$ 4,300
Sprint Communications Inc. Guaranteed Notes due 2021 [Member] | Senior Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Face Amount					$ 2,250
Debt Instrument, Interest Rate, Stated Percentage					7.25%
Sprint Corporation 7.875% [Member] | Senior Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Face Amount					$ 4,250
Debt Instrument, Interest Rate, Stated Percentage					7.875%
Sprint Corporation 7.125% [Member] [Member] | Senior Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Face Amount				$ 2,500
Debt Instrument, Interest Rate, Stated Percentage				7.125%
Sprint Corporation 7.625% [Member] | Senior Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Face Amount			$ 1,500
Debt Instrument, Interest Rate, Stated Percentage			7.625%

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Guarantor Financial Information (CONDENSED CONSOLIDATING BALANCE SHEET) (Details) - USD ($) $ in Millions	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014
Current Assets
Cash and Cash Equivalents	$ 2,175	$ 4,010	$ 3,455	$ 4,970
Short-term Investments	41	166
Accounts and notes receivable, net	1,033	2,290
Device and accessory inventory	995	1,359
Current deferred tax asset	0	62
Prepaid expenses and other current assets	2,317	1,890
Total current assets	6,561	9,777
Investments in Subsidiaries	0	0
Property, plant and equipment, net	20,645	19,721
Due from Affiliate, Noncurrent	0	0
Note receivable from consolidated affiliate	0	0
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	6,575	6,575
FCC licenses and other	40,052	39,987
Definite-lived intangible assets, net	4,807	5,893
Other assets	911	1,077
Total assets	79,551	83,030
Current Liabilities
Accounts Payable, Current	3,078	4,347
Accrued expenses and other current liabilities	4,474	5,293
Deferred Tax Liabilities, Net, Current	186	0
Current portion of long-term debt, financing and capital lease obligations	3,324	1,300
Total current liabilities	11,062	10,940
Long-term debt, financing and capital lease obligations	30,429	32,531
Deferred tax liabilities	13,773	13,898
Note due to consolidated affiliate	0	0
Other liabilities	3,954	3,951
Due to affiliate	0	0
Total liabilities	$ 59,218	$ 61,320
Commitments and contingencies
Total stockholders' equity	$ 20,333	$ 21,710
Liabilities and Equity	79,551	83,030
Parent Company [Member]
Current Assets
Cash and Cash Equivalents	0	0	0	0
Short-term Investments	0	0
Accounts and notes receivable, net	196	84
Device and accessory inventory	0	0
Current deferred tax asset	0	0
Prepaid expenses and other current assets	0	0
Total current assets	196	84
Investments in Subsidiaries	20,333	21,712
Property, plant and equipment, net	0	0
Due from Affiliate, Noncurrent	50	68
Note receivable from consolidated affiliate	10,500	10,500
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	0	0
FCC licenses and other	0	0
Definite-lived intangible assets, net	0	0
Other assets	127	139
Total assets	31,206	32,503
Current Liabilities
Accounts Payable, Current	0	0
Accrued expenses and other current liabilities	246	154
Deferred Tax Liabilities, Net, Current	0
Current portion of long-term debt, financing and capital lease obligations	0	0
Total current liabilities	246	154
Long-term debt, financing and capital lease obligations	10,500	10,500
Deferred tax liabilities	0	0
Note due to consolidated affiliate	0	0
Other liabilities	0	0
Due to affiliate	127	139
Total liabilities	10,873	10,793
Total stockholders' equity	20,333	21,710
Liabilities and Equity	31,206	32,503
Guarantor Subsidiaries [Member]
Current Assets
Cash and Cash Equivalents	1,670	3,492	2,823	4,125
Short-term Investments	26	146
Accounts and notes receivable, net	6	157
Device and accessory inventory	0	0
Current deferred tax asset	0	0
Prepaid expenses and other current assets	17	13
Total current assets	1,719	3,808
Investments in Subsidiaries	22,524	22,413
Property, plant and equipment, net	0	0
Due from Affiliate, Noncurrent	20,920	20,934
Note receivable from consolidated affiliate	563	458
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	0	0
FCC licenses and other	0	0
Definite-lived intangible assets, net	0	0
Other assets	1,254	1,260
Total assets	46,980	48,873
Current Liabilities
Accounts Payable, Current	0	0
Accrued expenses and other current liabilities	571	625
Deferred Tax Liabilities, Net, Current	0
Current portion of long-term debt, financing and capital lease obligations	2,034	500
Total current liabilities	2,605	1,125
Long-term debt, financing and capital lease obligations	12,594	14,576
Deferred tax liabilities	0	0
Note due to consolidated affiliate	10,500	10,500
Other liabilities	948	960
Due to affiliate	0	0
Total liabilities	26,647	27,161
Total stockholders' equity	20,333	21,712
Liabilities and Equity	46,980	48,873
Non-Guarantor Subsidiaries [Member]
Current Assets
Cash and Cash Equivalents	505	518	632	845
Short-term Investments	15	20
Accounts and notes receivable, net	1,033	2,160
Device and accessory inventory	995	1,359
Current deferred tax asset	0	62
Prepaid expenses and other current assets	2,300	1,877
Total current assets	4,848	5,996
Investments in Subsidiaries	0	0
Property, plant and equipment, net	20,645	19,721
Due from Affiliate, Noncurrent	0	0
Note receivable from consolidated affiliate	0	0
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	6,575	6,575
FCC licenses and other	40,052	39,987
Definite-lived intangible assets, net	4,807	5,893
Other assets	676	836
Total assets	77,603	79,008
Current Liabilities
Accounts Payable, Current	3,078	4,347
Accrued expenses and other current liabilities	3,859	4,625
Deferred Tax Liabilities, Net, Current	186
Current portion of long-term debt, financing and capital lease obligations	1,290	800
Total current liabilities	8,413	9,772
Long-term debt, financing and capital lease obligations	8,354	8,474
Deferred tax liabilities	13,773	13,898
Note due to consolidated affiliate	563	458
Other liabilities	3,006	2,991
Due to affiliate	20,970	21,002
Total liabilities	55,079	56,595
Total stockholders' equity	22,524	22,413
Liabilities and Equity	77,603	79,008
Consolidation, Eliminations [Member]
Current Assets
Cash and Cash Equivalents	0	0	$ 0	$ 0
Short-term Investments	0	0
Accounts and notes receivable, net	(202)	(111)
Device and accessory inventory	0	0
Current deferred tax asset	0	0
Prepaid expenses and other current assets	0	0
Total current assets	(202)	(111)
Investments in Subsidiaries	(42,857)	(44,125)
Property, plant and equipment, net	0	0
Due from Affiliate, Noncurrent	(20,970)	(21,002)
Note receivable from consolidated affiliate	(11,063)	(10,958)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	0	0
FCC licenses and other	0	0
Definite-lived intangible assets, net	0	0
Other assets	(1,146)	(1,158)
Total assets	(76,238)	(77,354)
Current Liabilities
Accounts Payable, Current	0	0
Accrued expenses and other current liabilities	(202)	(111)
Deferred Tax Liabilities, Net, Current	0
Current portion of long-term debt, financing and capital lease obligations	0	0
Total current liabilities	(202)	(111)
Long-term debt, financing and capital lease obligations	(1,019)	(1,019)
Deferred tax liabilities	0	0
Note due to consolidated affiliate	(11,063)	(10,958)
Other liabilities	0	0
Due to affiliate	(21,097)	(21,141)
Total liabilities	(33,381)	(33,229)
Total stockholders' equity	(42,857)	(44,125)
Liabilities and Equity	$ (76,238)	$ (77,354)

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Guarantor Financial Information (CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)) (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014		Dec. 31, 2015	Dec. 31, 2014
Condensed Income Statements, Captions [Line Items]
Net operating revenues	$ 8,107	$ 8,973		$ 24,109	$ 26,250
Cost of Services (exclusive of depreciation and amortization included below)	2,348	2,330		7,194	7,279
Cost of Products (exclusive of depreciation and amortization included below)	1,589	2,952		4,244	7,482
Net operating expenses
Selling, general and administrative	2,129	2,647		6,540	7,232
Impairments	0	2,133	[1]	0	2,133	[1]
Severance and exit costs	209	22		247	333
Depreciation	1,549	940		4,202	2,706
Amortization	316	380		994	1,189
Other, net	164	109		386	109
Total costs and expenses	8,304	11,513		23,807	28,463
Operating Income	(197)	(2,540)		302	(2,213)
Other (expense) income
Interest Income	3	3		7	10
Interest Expense	(546)	(506)		(1,630)	(1,528)
(Losses) earnings of Subsidiaries	0	0		0	0
Other income, net	1	7		6	9
Nonoperating Expense	(542)	(496)		(1,617)	(1,509)
Loss (income) before income taxes	(739)	(3,036)		(1,315)	(3,722)
Income tax benefit	(97)	657		(126)	601
Net (loss) income	(836)	(2,379)		(1,441)	(3,121)
Other Comprehensive Income (Loss), Net of Tax	(7)	(220)		(11)	(227)
Comprehensive (loss) income	(843)	(2,599)		(1,452)	(3,348)
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net operating revenues	0	0		0	0
Cost of Services (exclusive of depreciation and amortization included below)	0	0		0	0
Cost of Products (exclusive of depreciation and amortization included below)	0	0		0	0
Net operating expenses
Selling, general and administrative	0	0		0	0
Impairments		0			0
Severance and exit costs	0	0		0	0
Depreciation	0	0		0	0
Amortization	0	0		0	0
Other, net	0	1		0	1
Total costs and expenses	0	1		0	1
Operating Income	0	(1)		0	(1)
Other (expense) income
Interest Income	39	22		118	68
Interest Expense	(406)	(360)		(1,220)	(1,092)
(Losses) earnings of Subsidiaries	(471)	(2,041)		(341)	(2,097)
Other income, net	0	1		0	1
Nonoperating Expense	(838)	(2,378)		(1,443)	(3,120)
Loss (income) before income taxes	(838)	(2,379)		(1,443)	(3,121)
Income tax benefit	0	0		0	0
Net (loss) income	(838)	(2,379)		(1,443)	(3,121)
Other Comprehensive Income (Loss), Net of Tax	(7)	(220)		(11)	(227)
Comprehensive (loss) income	(845)	(2,599)		(1,454)	(3,348)
Non-Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net operating revenues	8,107	8,973		24,109	26,250
Cost of Services (exclusive of depreciation and amortization included below)	2,348	2,330		7,194	7,279
Cost of Products (exclusive of depreciation and amortization included below)	1,589	2,952		4,244	7,482
Net operating expenses
Selling, general and administrative	2,129	2,647		6,540	7,232
Impairments		2,133			2,133
Severance and exit costs	209	22		247	333
Depreciation	1,549	940		4,202	2,706
Amortization	316	380		994	1,189
Other, net	164	108		386	108
Total costs and expenses	8,304	11,512		23,807	28,462
Operating Income	(197)	(2,539)		302	(2,212)
Other (expense) income
Interest Income	2	1		3	2
Interest Expense	(178)	(166)		(524)	(496)
(Losses) earnings of Subsidiaries	0	0		0	0
Other income, net	1	6		6	8
Nonoperating Expense	(175)	(159)		(515)	(486)
Loss (income) before income taxes	(372)	(2,698)		(213)	(2,698)
Income tax benefit	(99)	657		(128)	601
Net (loss) income	(471)	(2,041)		(341)	(2,097)
Other Comprehensive Income (Loss), Net of Tax	(4)	(208)		(6)	(209)
Comprehensive (loss) income	(475)	(2,249)		(347)	(2,306)
Consolidation, Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Net operating revenues	0	0		0	0
Cost of Services (exclusive of depreciation and amortization included below)	0	0		0	0
Cost of Products (exclusive of depreciation and amortization included below)	0	0		0	0
Net operating expenses
Selling, general and administrative	0	0		0	0
Impairments		0			0
Severance and exit costs	0	0		0	0
Depreciation	0	0		0	0
Amortization	0	0		0	0
Other, net	0	0		0	0
Total costs and expenses	0	0		0	0
Operating Income	0	0		0	0
Other (expense) income
Interest Income	(236)	(189)		(707)	(567)
Interest Expense	236	189		707	567
(Losses) earnings of Subsidiaries	1,309	4,420		1,784	5,218
Other income, net	0	0		0	0
Nonoperating Expense	1,309	4,420		1,784	5,218
Loss (income) before income taxes	1,309	4,420		1,784	5,218
Income tax benefit	0	0		0	0
Net (loss) income	1,309	4,420		1,784	5,218
Other Comprehensive Income (Loss), Net of Tax	11	428		17	436
Comprehensive (loss) income	1,320	4,848		1,801	5,654
Parent Company [Member]
Condensed Income Statements, Captions [Line Items]
Net operating revenues	0	0		0	0
Cost of Services (exclusive of depreciation and amortization included below)	0	0		0	0
Cost of Products (exclusive of depreciation and amortization included below)	0	0		0	0
Net operating expenses
Selling, general and administrative	0	0		0	0
Impairments		0			0
Severance and exit costs	0	0		0	0
Depreciation	0	0		0	0
Amortization	0	0		0	0
Other, net	0	0		0	0
Total costs and expenses	0	0		0	0
Operating Income	0	0		0	0
Other (expense) income
Interest Income	198	169		593	507
Interest Expense	(198)	(169)		(593)	(507)
(Losses) earnings of Subsidiaries	(838)	(2,379)		(1,443)	(3,121)
Other income, net	0	0		0	0
Nonoperating Expense	(838)	(2,379)		(1,443)	(3,121)
Loss (income) before income taxes	(838)	(2,379)		(1,443)	(3,121)
Income tax benefit	2	0		2	0
Net (loss) income	(836)	(2,379)		(1,441)	(3,121)
Other Comprehensive Income (Loss), Net of Tax	(7)	(220)		(11)	(227)
Comprehensive (loss) income	$ (843)	$ (2,599)		$ (1,452)	$ (3,348)

[1] Impairments for the three and nine-month periods ended December 31, 2014 consist of a $1.9 billion Sprint trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

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Guarantor Financial Information (CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS) (Details) - USD ($) $ in Millions	9 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net Cash Provided by Operating Activities	$ 2,603	$ 1,474
Cash flows from investing activities
Capital expenditures - network and other	(3,958)	(3,814)
Capital expenditures - leased devices	(1,724)	(143)
Expenditures relating to FCC licenses	(75)	(121)
Reimbursements relating to FCC licenses	0	95
Proceeds from sales and maturities of short-term investments	377	2,913
Payments to Acquire Short-term Investments	(252)	(1,947)
Increase (decrease) due from consolidated affiliate from investing activities	0	0
Proceeds from sales of assets and FCC Licenses	36	114
Sale Leaseback Transaction, Net Proceeds, Investing Activities	1,136	0
Payments for Advance to Affiliate	0
Proceeds from Collection of Advance to Affiliate	0
Payments for (Proceeds from) Other Investing Activities	(25)	(9)
Net Cash Used in Investing Activities	(4,485)	(2,912)
Cash flows from financing activities
Proceeds from debt and financings	755	300
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities	(727)	(390)
Payments of Debt Issuance Costs	1	37
Proceeds from Issuance of Common Stock	10	50
Intercompany dividends paid to parent	0	0
Increase (decrease) due from/to consolidated affiliates from financing activities	0	0
Intercompany note advance from parent	0
Repayments of intercompany note advance from parent	0
Other, net	10	0
Net cash provided by (used in) financing activities	47	(77)
Cash and Cash Equivalents, Period Increase (Decrease)	(1,835)	(1,515)
Cash and cash equivalents, beginning of period	4,010	4,970
Cash and cash equivalents, end of period	2,175	3,455
Parent Company [Member]
Cash flows from operating activities
Net Cash Provided by Operating Activities	0	0
Cash flows from investing activities
Capital expenditures - network and other	0	0
Capital expenditures - leased devices	0	0
Expenditures relating to FCC licenses	0	0
Reimbursements relating to FCC licenses		0
Proceeds from sales and maturities of short-term investments	0	0
Payments to Acquire Short-term Investments	0	0
Increase (decrease) due from consolidated affiliate from investing activities	1	0
Proceeds from sales of assets and FCC Licenses	0	0
Sale Leaseback Transaction, Net Proceeds, Investing Activities	0
Payments for Advance to Affiliate	0
Proceeds from Collection of Advance to Affiliate	0
Payments for (Proceeds from) Other Investing Activities	0	0
Net Cash Used in Investing Activities	1	0
Cash flows from financing activities
Proceeds from debt and financings	0	0
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities	0	0
Payments of Debt Issuance Costs	1	1
Proceeds from Issuance of Common Stock	0	0
Intercompany dividends paid to parent	0	0
Increase (decrease) due from/to consolidated affiliates from financing activities	0	1
Intercompany note advance from parent	0
Repayments of intercompany note advance from parent	0
Other, net	0
Net cash provided by (used in) financing activities	(1)	0
Cash and Cash Equivalents, Period Increase (Decrease)	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
Guarantor Subsidiaries [Member]
Cash flows from operating activities
Net Cash Provided by Operating Activities	(1,029)	(735)
Cash flows from investing activities
Capital expenditures - network and other	0	0
Capital expenditures - leased devices	0	0
Expenditures relating to FCC licenses	0	0
Reimbursements relating to FCC licenses		0
Proceeds from sales and maturities of short-term investments	317	2,878
Payments to Acquire Short-term Investments	(197)	(1,857)
Increase (decrease) due from consolidated affiliate from investing activities	(568)	(1,933)
Proceeds from sales of assets and FCC Licenses	0	0
Sale Leaseback Transaction, Net Proceeds, Investing Activities	0
Payments for Advance to Affiliate	(159)
Proceeds from Collection of Advance to Affiliate	54
Payments for (Proceeds from) Other Investing Activities	0	0
Net Cash Used in Investing Activities	(553)	(912)
Cash flows from financing activities
Proceeds from debt and financings	250	300
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities	(500)	0
Payments of Debt Issuance Costs	0	5
Proceeds from Issuance of Common Stock	10	50
Intercompany dividends paid to parent	0	0
Increase (decrease) due from/to consolidated affiliates from financing activities	0	0
Intercompany note advance from parent	0
Repayments of intercompany note advance from parent	0
Other, net	0
Net cash provided by (used in) financing activities	(240)	345
Cash and Cash Equivalents, Period Increase (Decrease)	(1,822)	(1,302)
Cash and cash equivalents, beginning of period	3,492	4,125
Cash and cash equivalents, end of period	1,670	2,823
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities
Net Cash Provided by Operating Activities	3,800	2,409
Cash flows from investing activities
Capital expenditures - network and other	(3,958)	(3,814)
Capital expenditures - leased devices	(1,724)	(143)
Expenditures relating to FCC licenses	(75)	(121)
Reimbursements relating to FCC licenses		95
Proceeds from sales and maturities of short-term investments	60	35
Payments to Acquire Short-term Investments	(55)	(90)
Increase (decrease) due from consolidated affiliate from investing activities	0	0
Proceeds from sales of assets and FCC Licenses	36	114
Sale Leaseback Transaction, Net Proceeds, Investing Activities	1,136
Payments for Advance to Affiliate	0
Proceeds from Collection of Advance to Affiliate	0
Payments for (Proceeds from) Other Investing Activities	(25)	(9)
Net Cash Used in Investing Activities	(4,605)	(3,933)
Cash flows from financing activities
Proceeds from debt and financings	505	0
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities	(227)	(390)
Payments of Debt Issuance Costs	0	31
Proceeds from Issuance of Common Stock	0	0
Intercompany dividends paid to parent	(168)	(200)
Increase (decrease) due from/to consolidated affiliates from financing activities	567	1,932
Intercompany note advance from parent	159
Repayments of intercompany note advance from parent	(54)
Other, net	10
Net cash provided by (used in) financing activities	792	1,311
Cash and Cash Equivalents, Period Increase (Decrease)	(13)	(213)
Cash and cash equivalents, beginning of period	518	845
Cash and cash equivalents, end of period	505	632
Consolidation, Eliminations [Member]
Cash flows from operating activities
Net Cash Provided by Operating Activities	(168)	(200)
Cash flows from investing activities
Capital expenditures - network and other	0	0
Capital expenditures - leased devices	0	0
Expenditures relating to FCC licenses	0	0
Reimbursements relating to FCC licenses		0
Proceeds from sales and maturities of short-term investments	0	0
Payments to Acquire Short-term Investments	0	0
Increase (decrease) due from consolidated affiliate from investing activities	567	1,933
Proceeds from sales of assets and FCC Licenses	0	0
Sale Leaseback Transaction, Net Proceeds, Investing Activities	0
Payments for Advance to Affiliate	159
Proceeds from Collection of Advance to Affiliate	(54)
Payments for (Proceeds from) Other Investing Activities	0	0
Net Cash Used in Investing Activities	672	1,933
Cash flows from financing activities
Proceeds from debt and financings	0	0
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities	0	0
Payments of Debt Issuance Costs	0	0
Proceeds from Issuance of Common Stock	0	0
Intercompany dividends paid to parent	168	200
Increase (decrease) due from/to consolidated affiliates from financing activities	(567)	(1,933)
Intercompany note advance from parent	(159)
Repayments of intercompany note advance from parent	54
Other, net	0
Net cash provided by (used in) financing activities	(504)	(1,733)
Cash and Cash Equivalents, Period Increase (Decrease)	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	$ 0	$ 0