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, which are fully and unconditionally guaranteed by Sprint Communications, Inc.

During the year ended March 31, 2016 there was a non-cash equity contribution from the Subsidiary Guarantor to the Non-Guarantor Subsidiaries as a result of organizational restructuring for tax purposes in the amount of $1.5 billion.

Under the Subsidiary Guarantor's revolving bank credit facility and other finance 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 Tranche 1 transaction to sell and lease-back certain leased devices. In connection with the Receivables Facility and the Handset Sale-Leaseback Tranche 1, 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 4. Funding Sources).

The guarantor financial information distinguishes between the Predecessor period relating to Sprint Communications for periods prior to the SoftBank Merger and the Successor period relating to Sprint Corporation (formerly Starburst II), for periods subsequent to the incorporation of Starburst II on October 5, 2012. Additionally, because the Parent/Issuer column represents the activities of Sprint Corporation (formerly Starburst II), no Parent/Issuer financial information exists for the Predecessor periods, which are prior to the SoftBank Merger. We have accounted for investments in subsidiaries using the equity method. Presented below is the condensed consolidating financial information as of the periods presented in the consolidated financial statements.

CONDENSED CONSOLIDATING BALANCE SHEET



	As of March 31, 2016
	Parent/Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	2,154	$	487	$	—		$	2,641
Accounts and notes receivable, net	87		27		1,099		(114		)	1,099
Device and accessory inventory	—		—		1,173		—			1,173
Prepaid expenses and other current assets	—		12		1,908		—			1,920
Total current assets	87		2,193		4,667		(114		)	6,833
Investments in subsidiaries	19,783		23,129		—		(42,912		)	—
Property, plant and equipment, net	—		—		20,297		—			20,297
Due from consolidated affiliate	50		19,518		—		(19,568		)	—
Note receivable from consolidated affiliate	10,377		245		—		(10,622		)	—
Intangible assets
Goodwill	—		—		6,575		—			6,575
FCC licenses and other	—		—		40,073		—			40,073
Definite-lived intangible assets, net	—		—		4,469		—			4,469
Other assets	—		1,127		620		(1,019		)	728
Total assets	$	30,297	$	46,212	$	76,701	$	(74,235	)	$	78,975

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	—	$	—	$	2,899	$	—		$	2,899
Accrued expenses and other current liabilities	137		531		3,820		(114		)	4,374
Current portion of long-term debt, financing and capital lease obligations	—		3,065		1,625		—			4,690
Total current liabilities	137		3,596		8,344		(114		)	11,963
Long-term debt, financing and capital lease obligations	10,377		11,495		8,415		(1,019		)	29,268
Note payable due to consolidated affiliate	—		10,377		245		(10,622		)	—
Deferred tax liabilities	—		—		13,959		—			13,959
Other liabilities	—		961		3,041		—			4,002
Due to consolidated affiliate	—		—		19,568		(19,568		)	—
Total liabilities	10,514		26,429		53,572		(31,323		)	59,192
Commitments and contingencies
Total stockholders' equity	19,783		19,783		23,129		(42,912		)	19,783
Total liabilities and stockholders' equity	$	30,297	$	46,212	$	76,701	$	(74,235	)	$	78,975

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	10,361		458		—		(10,819		)	—
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	—		1,119		788		(1,019		)	888
Total assets	$	32,225	$	48,732	$	78,960	$	(77,076	)	$	82,841

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	10,361		14,574		8,426		(1,019		)	32,342
Note payable due to consolidated affiliate	—		10,361		458		(10,819		)	—
Deferred tax liabilities	—		—		13,898		—			13,898
Other liabilities	—		960		2,991		—			3,951
Due to consolidated affiliate	—		—		21,002		(21,002		)	—
Total liabilities	10,515		27,020		56,547		(32,951		)	61,131
Commitments and contingencies
Total stockholders' equity	21,710		21,712		22,413		(44,125		)	21,710
Total liabilities and stockholders' equity	$	32,225	$	48,732	$	78,960	$	(77,076	)	$	82,841

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS



Successor
	Year Ended March 31, 2016
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues:
Service	$	—		$	—		$	27,174		$	—		$	27,174
Equipment	—			—			5,006			—			5,006
	—			—			32,180			—			32,180
Net operating expenses:
Cost of services (exclusive of depreciation and amortization below)	—			—			9,439			—			9,439
Cost of products (exclusive of depreciation and amortization below)	—			—			5,795			—			5,795
Selling, general and administrative	—			—			8,479			—			8,479
Severance and exit costs	—			—			409			—			409
Depreciation	—			—			5,794			—			5,794
Amortization	—			—			1,294			—			1,294
Other, net	—			—			660			—			660
	—			—			31,870			—			31,870
Operating income	—			—			310			—			310
Other income (expense):
Interest income	790			165			5			(949		)	11
Interest expense	(790		)	(1,624		)	(717		)	949			(2,182		)
(Losses) earnings of subsidiaries	(1,997		)	(538		)	—			2,535			—
Other income, net	—			—			7			—			7
	(1,997		)	(1,997		)	(705		)	2,535			(2,164		)
(Loss) income before income taxes	(1,997		)	(1,997		)	(395		)	2,535			(1,854		)
Income tax benefit (expense)	2			—			(143		)	—			(141		)
Net (loss) income	(1,995		)	(1,997		)	(538		)	2,535			(1,995		)
Other comprehensive (loss) income	(31		)	(31		)	(21		)	52			(31		)
Comprehensive (loss) income	$	(2,026	)	$	(2,028	)	$	(559	)	$	2,587		$	(2,026	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS



Successor
	Year Ended March 31, 2015
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues:
Service	$	—		$	—		$	29,542		$	—		$	29,542
Equipment	—			—			4,990			—			4,990
	—			—			34,532			—			34,532
Net operating expenses:
Cost of services (exclusive of depreciation and amortization below)	—			—			9,660			—			9,660
Cost of products (exclusive of depreciation and amortization below)	—			—			9,309			—			9,309
Selling, general and administrative	—			—			9,563			—			9,563
Impairments	—			—			2,133			—			2,133
Severance and exit costs	—			—			304			—			304
Depreciation	—			—			3,797			—			3,797
Amortization	—			—			1,552			—			1,552
Other, net	—			1			108			—			109
	—			1			36,426			—			36,427
Operating loss	—			(1		)	(1,894		)	—			(1,895		)
Other income (expense):
Interest income	687			146			3			(824		)	12
Interest expense	(687		)	(1,521		)	(667		)	824			(2,051		)
(Losses) earnings of subsidiaries	(3,345		)	(1,970		)	—			5,315			—
Other income, net	—			1			14			—			15
	(3,345		)	(3,344		)	(650		)	5,315			(2,024		)
(Loss) income before income taxes	(3,345		)	(3,345		)	(2,544		)	5,315			(3,919		)
Income tax benefit	—			—			574			—			574
Net (loss) income	(3,345		)	(3,345		)	(1,970		)	5,315			(3,345		)
Other comprehensive (loss) income	(365		)	(365		)	(355		)	720			(365		)
Comprehensive (loss) income	$	(3,710	)	$	(3,710	)	$	(2,325	)	$	6,035		$	(3,710	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS



Successor
	Three Months Ended March 31, 2014
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues:
Service	$	—		$	—		$	7,876		$	—		$	7,876
Equipment	—			—			999			—			999
	—			—			8,875			—			8,875
Net operating expenses:
Cost of services (exclusive of depreciation and amortization below)	—			—			2,622			—			2,622
Cost of products (exclusive of depreciation and amortization below)	—			—			2,038			—			2,038
Selling, general and administrative	—			—			2,371			—			2,371
Severance and exit costs	—			—			52			—			52
Depreciation	—			—			868			—			868
Amortization	—			—			429			—			429
Other, net	—			—			75			—			75
	—			—			8,455			—			8,455
Operating income	—			—			420			—			420
Other income (expense):
Interest income	169			20			4			(189		)	4
Interest expense	(166		)	(373		)	(166		)	189			(516		)
(Losses) earnings of subsidiaries	(154		)	199			—			(45		)	—
Other expense, net	—			—			(3		)	—			(3		)
	(151		)	(154		)	(165		)	(45		)	(515		)
(Loss) income before income taxes	(151		)	(154		)	255			(45		)	(95		)
Income tax expense	—			—			(56		)	—			(56		)
Net (loss) income	(151		)	(154		)	199			(45		)	(151		)
Other comprehensive (loss) income	(145		)	(145		)	(147		)	292			(145		)
Comprehensive (loss) income	$	(296	)	$	(299	)	$	52		$	247		$	(296	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS



Successor
	Year Ended December 31, 2013
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues:
Service	$	—		$	—		$	15,094		$	—		$	15,094
Equipment	—			—			1,797			—			1,797
	—			—			16,891			—			16,891
Net operating expenses:
Cost of services (exclusive of depreciation and amortization below)	—			—			5,174			—			5,174
Cost of products (exclusive of depreciation and amortization below)	—			—			4,603			—			4,603
Selling, general and administrative	36			—			4,805			—			4,841
Severance and exit costs	—			—			309			—			309
Depreciation	—			—			2,026			—			2,026
Amortization	—			—			908			—			908
	36			—			17,825			—			17,861
Operating loss	(36		)	—			(934		)	—			(970		)
Other income (expense):
Interest income	189			40			6			(200		)	35
Interest expense	(163		)	(548		)	(407		)	200			(918		)
(Losses) earnings of subsidiaries	(1,831		)	(1,320		)	—			3,151			—
Other (expense) income, net	(15		)	(3		)	56			—			38
	(1,820		)	(1,831		)	(345		)	3,151			(845		)
(Loss) income before income taxes	(1,856		)	(1,831		)	(1,279		)	3,151			(1,815		)
Income tax expense	(4		)	—			(41		)	—			(45		)
Net (loss) income	(1,860		)	(1,831		)	(1,320		)	3,151			(1,860		)
Other comprehensive income (loss)	102			102			93			(195		)	102
Comprehensive (loss) income	$	(1,758	)	$	(1,729	)	$	(1,227	)	$	2,956		$	(1,758	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS



Predecessor
	191 Days Ended July 10, 2013
	Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues:
Service	$	—		$	16,895		$	—		$	16,895
Equipment	—			1,707			—			1,707
	—			18,602			—			18,602
Net operating expenses:
Cost of services (exclusive of depreciation and amortization below)	—			5,673			—			5,673
Cost of products (exclusive of depreciation and amortization below)	—			4,872			—			4,872
Selling, general and administrative	—			5,067			—			5,067
Severance and exit costs	—			652			—			652
Depreciation	—			3,098			—			3,098
Amortization	—			147			—			147
Other, net	—			(22		)	—			(22		)
	—			19,487			—			19,487
Operating loss	—			(885		)	—			(885		)
Other income (expense):
Interest income	61			15			(43		)	33
Interest expense	(842		)	(336		)	43			(1,135		)
Equity in losses of unconsolidated investments, net	—			(482		)	—			(482		)
Gain on previously-held equity interests	—			2,926			—			2,926
(Losses) earnings of subsidiaries	(365		)	—			365			—
Other expense, net	(12		)	(2		)	—			(14		)
	(1,158		)	2,121			365			1,328
(Loss) income before income taxes	(1,158		)	1,236			365			443
Income tax expense	—			(1,601		)	—			(1,601		)
Net (loss) income	(1,158		)	(365		)	365			(1,158		)
Other comprehensive income (loss)	23			35			(35		)	23
Comprehensive (loss) income	$	(1,135	)	$	(330	)	$	330		$	(1,135	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS



Predecessor
	Three Months Ended March 31, 2013 (Unaudited)
	Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Net operating revenues:
Service	$	—		$	7,980		$	—		$	7,980
Equipment	—			813			—			813
	—			8,793			—			8,793
Net operating expenses:
Cost of services (exclusive of depreciation and amortization below)	—			2,640			—			2,640
Cost of products (exclusive of depreciation and amortization below)	—			2,293			—			2,293
Selling, general and administrative	—			2,336			—			2,336
Severance and exit costs	—			25			—			25
Depreciation	—			1,422			—			1,422
Amortization	—			70			—			70
Other, net	—			(22		)	—			(22		)
	—			8,764			—			8,764
Operating income	—			29			—			29
Other income (expense):
Interest income	29			6			(21		)	14
Interest expense	(292		)	(161		)	21			(432		)
Equity in losses of unconsolidated investments, net	—			(202		)	—			(202		)
(Losses) earnings of subsidiaries	(368		)	—			368			—
Other expense, net	(12		)	(2		)	—			(14		)
	(643		)	(359		)	368			(634		)
(Loss) income before income taxes	(643		)	(330		)	368			(605		)
Income tax expense	—			(38		)	—			(38		)
Net (loss) income	(643		)	(368		)	368			(643		)
Other comprehensive income (loss)	14			15			(15		)	14
Comprehensive (loss) income	$	(629	)	$	(353	)	$	353		$	(629	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



Successor
	Year Ended March 31, 2016
	Parent/Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	—		$	(1,421	)	$	5,551		$	(233	)	$	3,897
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(4,680		)	—			(4,680		)
Capital expenditures - leased devices	—			—			(2,292		)	—			(2,292		)
Expenditures relating to FCC licenses	—			—			(98		)	—			(98		)
Proceeds from sales and maturities of short-term investments	—			343			75			—			418
Purchases of short-term investments	—			(197		)	(55		)	—			(252		)
Change in amounts due from/due to consolidated affiliates	1			(36		)	—			35			—
Proceeds from sales of assets and FCC licenses	—			—			62			—			62
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	—			372			—			(372		)	—
Other, net	—			—			(29		)	—			(29		)
Net cash provided by (used in) investing activities	1			323			(5,881		)	(178		)	(5,735		)
Cash flows from financing activities:
Proceeds from debt and financings	—			250			505			—			755
Repayments of debt, financing and capital lease obligations	—			(500		)	(399		)	—			(899		)
Proceeds from sales of future lease receivables	—			—			600			—			600
Debt financing costs	(1		)	—			(10		)	—			(11		)
Proceeds from issuance of common stock, net	—			10			—			—			10
Intercompany dividends paid to consolidated affiliate	—			—			(233		)	233			—
Change in amounts due from/due to consolidated affiliates	—			—			35			(35		)	—
Intercompany note advance from parent	—			—			159			(159		)	—
Repayments of intercompany note advance from parent	—			—			(372		)	372			—
Other, net	—			—			14			—			14
Net cash (used in) provided by financing activities	(1		)	(240		)	299			411			469
Net decrease in cash and cash equivalents	—			(1,338		)	(31		)	—			(1,369		)
Cash and cash equivalents, beginning of period	—			3,492			518			—			4,010
Cash and cash equivalents, end of period	$	—		$	2,154		$	487		$	—		$	2,641

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



Successor
	Year Ended March 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	$	—		$	(750	)	$	3,700		$	(500	)	$	2,450
Cash flows from investing activities:
Capital expenditures - network and other	—			—			(5,422		)	—			(5,422		)
Capital expenditures - leased devices	—			—			(582		)	—			(582		)
Expenditures relating to FCC licenses	—			—			(163		)	—			(163		)
Reimbursements relating to FCC licenses	—			—			95			—			95
Proceeds from sales and maturities of short-term investments	—			3,061			70			—			3,131
Purchases of short-term investments	—			(1,987		)	(90		)	—			(2,077		)
Change in amounts due from/due to consolidated affiliates	—			(2,425		)	—			2,425			—
Proceeds from sales of assets and FCC licenses	—			—			315			—			315
Intercompany note advance to consolidated affiliate	(1,481		)	(343		)	—			1,824			—
Other, net	—			—			(11		)	—			(11		)
Net cash (used in) provided by investing activities	(1,481		)	(1,694		)	(5,788		)	4,249			(4,714		)
Cash flows from financing activities:
Proceeds from debt and financings	1,500			300			130			—			1,930
Repayments of debt, financing and capital lease obligations	—			—			(574		)	—			(574		)
Debt financing costs	(21		)	(5		)	(61		)	—			(87		)
Proceeds from issuance of common stock, net	—			35			—			—			35
Intercompany dividends paid to consolidated affiliate	—			—			(500		)	500			—
Change in amounts due from/due to consolidated affiliates	2			—			2,423			(2,425		)	—
Intercompany note advance from parent	—			1,481			343			(1,824		)	—
Net cash provided by (used in) financing activities	1,481			1,811			1,761			(3,749		)	1,304
Net decrease in cash and cash equivalents	—			(633		)	(327		)	—			(960		)
Cash and cash equivalents, beginning of period	—			4,125			845			—			4,970
Cash and cash equivalents, end of period	$	—		$	3,492		$	518		$	—		$	4,010

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



Successor
	Three Months Ended March 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	$	—	$	(483	)	$	1,005		$	—		$	522
Cash flows from investing activities:
Capital expenditures	—		—			(1,488		)	—			(1,488		)
Expenditures relating to FCC licenses	—		—			(152		)	—			(152		)
Proceeds from sales and maturities of short-term investments	—		920			—			—			920
Purchases of short-term investments	—		(1,035		)	—			—			(1,035		)
Change in amounts due from/due to consolidated affiliates	—		(941		)	—			941			—
Proceeds from sales of assets and FCC licenses	—		—			1			—			1
Other, net	—		—			(2		)	—			(2		)
Net cash (used in) provided by investing activities	—		(1,056		)	(1,641		)	941			(1,756		)
Cash flows from financing activities:
Repayments of debt and capital lease obligations	—		—			(159		)	—			(159		)
Debt financing costs	—		(1		)	—			—			(1		)
Change in amounts due from/due to consolidated affiliates	—		—			941			(941		)	—
Net cash (used in) provided by financing activities	—		(1		)	782			(941		)	(160		)
Net (decrease) increase in cash and cash equivalents	—		(1,540		)	146			—			(1,394		)
Cash and cash equivalents, beginning of period	—		5,665			699			—			6,364
Cash and cash equivalents, end of period	$	—	$	4,125		$	845		$	—		$	4,970

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



Successor
	Year Ended December 31, 2013
	Parent/Issuer			Subsidiary Guarantor			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	9		$	(458	)	$	388		$	—		$	(61	)
Cash flows from investing activities:
Capital expenditures	—			—			(3,847		)	—			(3,847		)
Expenditures relating to FCC licenses	—			—			(146		)	—			(146		)
Acquisitions, net of cash acquired	(16,640		)	2,528			—			—			(14,112		)
Proceeds from sales and maturities of short-term investments	—			1,715			—			—			1,715
Purchases of short-term investments	—			(1,719		)	—			—			(1,719		)
Change in amounts due from/due to consolidated affiliates	—			(7,189		)	—			7,189			—
Proceeds from sales of assets and FCC licenses	—			—			7			—			7
Investment in consolidated affiliate	(1,900		)	—			—			1,900			—
Intercompany note advance to consolidated affiliate	(8,861		)	—			—			8,861			—
Other, net	—			—			(6		)	—			(6		)
Net cash (used in) provided by investing activities	(27,401		)	(4,665		)	(3,992		)	17,950			(18,108		)
Cash flows from financing activities:
Proceeds from debt and financings	9,000			—			500			—			9,500
Repayments of debt and capital lease obligations	—			—			(3,378		)	—			(3,378		)
Debt financing costs	(139		)	—			(8		)	—			(147		)
Proceeds from issuance of common stock and warrants, net	18,540			27			—			—			18,567
Change in amounts due from/due to consolidated affiliates	—			—			7,189			(7,189		)	—
Intercompany note advance from parent	—			8,861			—			(8,861		)	—
Equity contribution from parent	—			1,900			—			(1,900		)	—
Other, net	(14		)	—			—			—			(14		)
Net cash provided by (used in) financing activities	27,387			10,788			4,303			(17,950		)	24,528
Net (decrease) increase in cash and cash equivalents	(5		)	5,665			699			—			6,359
Cash and cash equivalents, beginning of period	5			—			—			—			5
Cash and cash equivalents, end of period	$	—		$	5,665		$	699		$	—		$	6,364

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



Predecessor
	191 Days Ended July 10, 2013
	Subsidiary Guarantor			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(559	)	$	3,230		$	—		$	2,671
Cash flows from investing activities:
Capital expenditures	—			(3,140		)	—			(3,140		)
Expenditures relating to FCC licenses	—			(125		)	—			(125		)
Acquisitions, net of cash acquired	(4,039		)	—			—			(4,039		)
Investment in Clearwire (including debt securities)	—			(308		)	—			(308		)
Proceeds from sales and maturities of short-term investments	2,445			—			—			2,445
Purchases of short-term investments	(1,221		)	—			—			(1,221		)
Change in amounts due from/due to consolidated affiliates	(372		)	—			372			—
Proceeds from sales of assets and FCC licenses	—			10			—			10
Other, net	—			(7		)	—			(7		)
Net cash (used in) provided by investing activities	(3,187		)	(3,570		)	372			(6,385		)
Cash flows from financing activities:
Proceeds from debt and financings	—			204			—			204
Repayments of debt and capital lease obligations	—			(362		)	—			(362		)
Debt financing costs	(11		)	—			—			(11		)
Proceeds from issuance of common stock, net	60			—			—			60
Change in amounts due from/due to consolidated affiliates	—			372			(372		)	—
Net cash provided by (used in) financing activities	49			214			(372		)	(109		)
Net decrease in cash and cash equivalents	(3,697		)	(126		)	—			(3,823		)
Cash and cash equivalents, beginning of period	5,218			1,133			—			6,351
Cash and cash equivalents, end of period	$	1,521		$	1,007		$	—		$	2,528

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



Predecessor
	Three Months Ended March 31, 2013 (Unaudited)
	Subsidiary Guarantor			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(210	)	$	1,150		$	—		$	940
Cash flows from investing activities:
Capital expenditures	—			(1,381		)	—			(1,381		)
Expenditures relating to FCC licenses	—			(55		)	—			(55		)
Investment in Clearwire (including debt securities)	—			(80		)	—			(80		)
Proceeds from sales and maturities of short-term investments	1,281			—			—			1,281
Purchases of short-term investments	(926		)	—			—			(926		)
Change in amounts due from/due to consolidated affiliates	(236		)	—			236			—
Proceeds from sales of assets and FCC licenses	—			6			—			6
Other, net	—			(3		)	—			(3		)
Net cash provided by (used in) investing activities	119			(1,513		)	236			(1,158		)
Cash flows from financing activities:
Proceeds from debt and financings	—			204			—			204
Repayments of debt and capital lease obligations	—			(59		)	—			(59		)
Debt financing costs	(10		)	—			—			(10		)
Proceeds from issuance of common stock, net	7			—			—			7
Change in amounts due from/due to consolidated affiliates	—			236			(236		)	—
Net cash (used in) provided by financing activities	(3		)	381			(236		)	142
Net (decrease) increase in cash and cash equivalents	(94		)	18			—			(76		)
Cash and cash equivalents, beginning of period	5,218			1,133			—			6,351
Cash and cash equivalents, end of period	$	5,124		$	1,151		$	—		$	6,275