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Item 1.	Business

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•	direct sales representatives whose efforts are focused on marketing and selling wireless services primarily to mid-sized to large businesses and government agencies;

•	retail outlets owned and operated by us, that focus on sales to the consumer market as well as third-party retailers;

•	indirect sales agents that primarily consist of local and national non-affiliated dealers and independent contractors that market and sell services to businesses and the consumer market, and are generally paid through commissions; and

•	subscriber-convenient channels, including web sales and telesales.

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•	grant licenses in the 800 MHz band, 900 MHz band, 1.9 GHz PCS band, and license renewals;

•	rule on assignments and transfers of control of FCC licenses, and leases covering our use of FCC licenses held by other persons and organizations;

•	govern the interconnection of our networks with other wireless and wireline carriers;

•	establish access and universal service funding provisions;

•	impose rules related to unauthorized use of and access to customer information;

•	impose fines and forfeitures for violations of FCC rules;

•	regulate the technical standards governing wireless services; and

•	impose other obligations that it determines to be in the public interest

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Item 1A.	Risk Factors

•	the successful deployment and completion of our network modernization plan, Network Vision, including a multi-mode network infrastructure, successful LTE implementation and deployment, and push-to-talk capabilities of comparable quality to our existing Nextel platform push-to-talk capabilities;

•	our ability to mitigate churn as we migrate Nextel platform push-to-talk subscribers to other offerings on our Sprint platform, which include offerings on our multi-mode network, such as Sprint Direct Connect and LTE;

•	actual or perceived quality and coverage of our networks, including Clearwire's 4G WiMAX network;

•	Clearwire's ability to successfully obtain additional financing for the continued operation and build-out of its 4G networks;

•	our ability to access additional spectrum;

•	our successful execution of marketing and sales strategies, including the acceptance of our value proposition; service delivery and customer care activities, including new account set up and billing; and our credit and collection policies;

•	our ability to anticipate and respond to various competitive factors affecting the industry, including new technologies, products and services that may be introduced by our competitors, changes in consumer preferences, demographic trends, economic conditions, and discount pricing and other strategies that may be implemented by our competitors;

•	our ability to anticipate and develop new or enhanced technologies, products and services that are attractive to existing or potential subscribers;

•	public perception about our brands; and

•	our ability to maintain our current MVNOs, including Clearwire, and to enter into new arrangements with MVNOs.

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•	uncertainty related to Sprint's proposed transactions with SoftBank and Clearwire;

•	market speculation or announcements by Sprint regarding the entering into, or termination of, material transactions, including the SoftBank Merger and the Clearwire Acquisition;

•	disruption to Sprint's operations or those of other companies critical to Sprint's network operations;

•	the performance of SoftBank and SoftBank's ordinary shares or speculation about the possibility of future actions SoftBank may take in connection with New Sprint;

•	quarterly announcements and variations in Sprint's results of operations or those of its competitors, either alone or in comparison to analysts' expectations or prior company estimates, including announcements of subscriber counts, rates of churn, and operating margins that would result in downward pressure on Sprint's stock price;

•	seasonality or other variations in Sprint's subscriber base, including its rate of churn;

•	the cost and availability or perceived availability of additional capital and market perceptions relating to Sprint's access to this capital;

•	announcements by Sprint or its competitors of acquisitions, new products, technologies, significant contracts, commercial relationships or capital commitments;

•	Sprint's ability to develop and market new and enhanced technologies, products and services on a timely and cost-effective basis, including implementation of Network Vision and Sprint's networks;

•	recommendations by securities analysts or changes in their estimates concerning Sprint;

•	the incurrence of additional debt, dilutive issuances of Sprint's stock, short sales or hedging of, and other derivative transactions, in its common stock;

•	any significant change in Sprint's board of directors or management;

•	litigation;

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•	changes in governmental regulations or approvals; and

•	perceptions of general market conditions in the technology and communications industries, the U.S. economy and global market conditions.

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•	diversion of management attention from running our existing business;

•	possible material weaknesses in internal control over financial reporting;

•	increased expenses including legal, administrative and compensation expenses related to newly hired employees;

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•	increased costs to integrate the technology, personnel, customer base and business practices of the acquired company with our own;

•	potential exposure to material liabilities not discovered in the due diligence process;

•	potential adverse effects on our reported operating results due to possible write-down of goodwill and other intangible assets associated with acquisitions;

•	acquisition financing may not be available on reasonable terms or at all; and

•	any acquired business, technology, service or product may significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from our acquisitions.

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•	refusal by the FCC to recognize Clearwire's lease of spectrum licenses from others or its investments in other license holders;

•	inability to control leased spectrum due to contractual disputes with, or the bankruptcy or other reorganization of, the license holders, or third parties; and

•	failure to obtain extensions or renewals of spectrum leases, or an inability to renegotiate such leases, on terms acceptable to us before they expire, which may result in the loss of spectrum we need to operate our network in the market covered by the spectrum leases.

Item 1B.	Unresolved Staff Comments

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Item 2.	Properties

Item 3.	Legal Proceedings

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Item 4.	Mine Safety Disclosures

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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Item 6.	Selected Financial Data

(1)

In 2012, operating income decreased $1.9 billion from the prior year resulting in an operating loss primarily due to increases in operating expenses of $3.6 billion partially offset by the increase in net operating revenues of $1.7 billion. The increases in operating expenses are due to the incremental effect of accelerated depreciation due to the implementation of Network Vision, which was approximately $2.1 billion, of which the majority related to the Nextel platform. The increase related to accelerated depreciation was slightly offset by a net decrease in depreciation as a result of assets that became fully depreciated or were retired. In addition, wireless cost of products increased approximately $1.8 billion primarily due to higher cost of postpaid and prepaid devices. In 2011, operating income improved $703 million primarily due to the increase in net operating revenues of $1.1 billion as well as decreases in depreciation and amortization associated with a reduction in the replacement rate of assets in 2009 through 2011, and definite lived intangible assets becoming fully amortized. These changes were offset by increases in operating expenses of $413 million as a result of increases in wireless cost of services associated with 4G MVNO roaming due to higher data usage and increased wireless cost of products primarily related to higher cost of postpaid and prepaid devices. In 2010, operating loss improved $803 million primarily due to the increase in net operating revenues of $303 million in addition to decreases in operating expenses of $500 million as a result of our cost cutting initiatives in prior periods. In 2009, we recognized net charges of $389 million ($248 million after tax) primarily related to asset impairments other than goodwill, severance and exit costs, and merger and integration costs. In 2008, we recognized net charges of $936 million ($586 million after tax) primarily related to merger and integration costs, asset impairments other than goodwill, and severance and exit costs.

(2)

During 2012 and 2011, the Company did not recognize significant tax benefits associated with federal and state net operating losses generated during the periods due to its history of consecutive annual losses. As a result, the Company recognized an increase in the valuation allowance on deferred tax assets affecting the income tax provision by approximately $1.8 billion, $1.2 billion, and $1.4 billion for the years ended December 31, 2012, 2011 and 2010, respectively.

(3)	We did not declare any dividends on our common shares in any of the periods reported.

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Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations

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•	Improve the customer experience;

•	Strengthen our brands; and

•	Generate operating cash flow.

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•	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 and acquire new subscribers.

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(1)

ARPU is calculated by dividing service revenue by the sum of the 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.

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(1)	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)	Reflects the third quarter 2010 transfer of 49,000 wholesale and affiliates subscribers from prepaid as a result of a sale and transfer of customers to an affiliate.

(3)

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 customers access to our network through our MVNO relationships, approximately 822,000 subscribers at December 31, 2012 through these MVNO relationships have been inactive for at least six months, with no associated revenue during the six-month period ended December 31, 2012.

(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.

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(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 customer 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 customer, and involuntary churn, where the customer's service is terminated due to a lack of payment or other reasons.

(2)	Represents the recapture rate defined as the Nextel platform postpaid or prepaid subscribers, as applicable, that switched from the Nextel platform during each period but activated service on the Sprint platform over the total Nextel platform subscriber deactivations in the period for postpaid and prepaid, respectively.

(3)	Represents the Nextel platform postpaid and prepaid subscribers, as applicable, that switched from the Nextel platform during each period but remained with the Company as subscribers on the Sprint platform. Subscribers that deactivate service on the Nextel platform and activate service on the Sprint platform are included in the Sprint platform net additions for the applicable period.

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•	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;

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fixed and variable interconnection costs, the fixed component of which consists of monthly flat-rate fees for facilities leased from local exchange carriers 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 use of their proprietary data applications, such as messaging, music, TV, and navigation services by our subscribers.

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•	projected revenues and expenses relating to our operations;

•	continued availability of our revolving bank credit facility in the amount of $2.8 billion, which expires in February 2018;

•	anticipated levels and timing of capital expenditures, including the capacity and upgrading of our networks and the deployment of new technologies in our networks, and FCC license acquisitions;

•	anticipated payments under the Report and Order, as supplemented;

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

•	scheduled principal payments of $366 million;

•	payment of $480 million to acquire certain assets of U.S. Cellular;

•	additional financing in the form of exchangeable notes to Clearwire not to exceed Sprint's minimum contractual commitment; and

•	other future contractual obligations, including decommissioning obligations associated with Network Vision, and general corporate expenditures.

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•	acquisition of the remaining equity interests of Clearwire Corporation that Sprint does not currently own for approximately $2.2 billion;

•	payment of any outstanding balances of our EDC facility and secured equipment facility, which become due upon a change of control and totaled $796 million as of December 31, 2012; and/or

•	any optional repurchase requirement of the holders of the Clearwire Exchangeable Notes, which could result in a principal repayment of up to $629 million.

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(1)	Includes outstanding principal and estimated interest payments. Interest payments are based on management's expectations for future interest rates.

(2)	Represents capital lease payments including interest and financing obligation related to the sale and subsequent leaseback of multiple tower sites.

(3)	Includes future lease payments related to cell and switch sites, real estate, network equipment and office space.

(4)	Includes service, spectrum, network capacity and other executory contracts including our contract with Apple. Excludes blanket purchase orders in the amount of $24 million. See below for further discussion.

(5)	Includes the $800 million of additional financing for Clearwire during 2013. (see Liquidity and Capital Resources).

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•	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 uncertainties related to our proposed transactions with SoftBank and Clearwire;

•	the uncertainties related to certain restrictions placed on Sprint under the Merger Agreement with SoftBank;

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the effects of vigorous competition on a highly penetrated market, including the impact of competition on the price we are able to charge subscribers for services and equipment we provide and on the geographic areas served by Sprint's wireless networks; the impact of equipment net subsidy costs; the impact of increased purchase commitments; the overall demand for our service offerings, including the impact of decisions of new or existing subscribers between our postpaid and prepaid service offerings and between our two network platforms; 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;

•	the ability to generate sufficient cash flow to fully implement our network modernization plan, Network Vision, to improve and enhance our networks and service offerings, improve our operating margins, implement our business strategies and provide competitive new technologies;

•	the effective implementation of Network Vision, including timing, execution, technologies, costs, and performance of our network;

•	our ability to retain Nextel platform subscribers on the Sprint platform and mitigate related increases in churn;

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•	our ability to access additional spectrum capacity, including through Clearwire;

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

•	our ability to obtain additional financing on terms acceptable to us, or at all;

•	volatility in the trading price of our common stock and expected volatility in the trading price of New Sprint common stock after consummation of the SoftBank Merger, current economic conditions and our ability to access capital;

•	the impact of unrelated parties not meeting our business requirements, including a significant adverse change in the ability or willingness of such parties to provide devices or infrastructure equipment for our networks;

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

•	the financial performance of Clearwire and its ability to fund, build, operate, and maintain its 4G network, including an LTE network;

•	the compatibility of Sprint's LTE network with Clearwire's LTE network;

•	the effects of mergers and consolidations and new entrants in the communications industry and unexpected announcements or developments from others in the communications industry;

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

•	the impact of adverse network performance;

•	the costs or potential customer impacts 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" and conflict minerals;

•	equipment failure, natural disasters, terrorist acts or other 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; and

•	other risks referenced from time to time in this report and other filings of ours with the Securities and Exchange Commission (SEC).

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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Item 8.	Financial Statements and Supplementary Data

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

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Item 9B.	Other Information

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Item 10.	Directors, Executive Officers and Corporate Governance

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•	character, including reputation for personal integrity and adherence to high ethical standards;

•	judgment;

•	knowledge and experience in leading a successful company, business unit or other institution;

•	independence from our company;

•	ability to contribute diverse views and perspectives;

•	business acumen; and

•	ability and willingness to devote the time and attention necessary to be an effective director - all in the context of an assessment of the needs of our board at that point in time.

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•	Mr. Bennett has extensive knowledge of the capital markets and other financial and operational issues from his experiences as a principal financial officer and president and chief executive officer of Liberty Media, which allows him to provide an invaluable perspective to our board's discussions on financial and operational matters.

•	Mr. Bethune has extensive experience serving as a chief executive officer and director of large international corporations, which provides our board a perspective of someone familiar with all facets of an international enterprise.

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Mr. Glasscock's prior experience as the chairman, president and chief executive officer of WellPoint, Inc. and its predecessor companies, during which time the companies grew from approximately $6 billion in revenue to more than $60 billion in revenue, provides a unique insight into the challenges and opportunities involved in growing a company within a highly competitive industry. His expertise derived from over 20 years of experience in financial services, as a senior executive and director, enables him to provide invaluable assistance to our board on financial and marketing matters. Throughout his career, Mr. Glasscock has developed expertise in the successful completion and integration of mergers, utilization of technology to improve productivity and customer service, and team building and human capital development. Mr. Glasscock also has significant experience as a public company director and as a member of various committees related to important board functions, including audit, finance, governance and compensation.

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Mr. Hance's experience as a director for a wide variety of large corporations and his extensive experience in the financial services industry, which included responsibility for financial and accounting matters while serving as chief financial officer of Bank of America Corporation, provide an invaluable perspective into the diverse issues facing an international enterprise, particularly relating to financial matters.

•	Mr. Hesse, as our President and Chief Executive Officer, provides our board with unparalleled insight into our company's operations, and his 35 years of experience in the telecommunications industry provides substantial knowledge of the challenges and opportunities facing our company.

•	Mrs. Hill's significant experience as a consultant to and director of large commercial enterprises provides our board with the keen insight of someone whose expertise is advising companies on the governance and operational challenges facing international consumer companies.

•	Mr. Ianna's technical background and expertise, and his vast experience in the telecommunications industry as an executive and director for a diverse array of enterprises allows him to provide a unique perspective to our board on a wide variety of issues.

•	Mr. Nilsson provides his perspective on global business leadership as former chief executive officer and president of The Ericsson Group. He also provides insights as a successful technology entrepreneur and has in-depth knowledge of the telecommunications industry.

•	Mr. Nuti, as a current chairman and chief executive officer of a global technology company, provides our board an invaluable perspective of someone with primary responsibility for the oversight of all facets of an international enterprise in today's global economy.

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•	Mr. O'Neal has extensive senior management experience as both a chief executive officer and director, which provides the knowledge and expertise necessary to contribute an important viewpoint on a wide variety of governance and operational issues.

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Item 11.	Executive Compensation

•	Attract and retain qualified and experienced executives by providing base salaries, target incentives, and benefits that are market competitive and require that a large portion of total compensation is earned over a multi-year period and subject to forfeiture to the extent that vesting requirements and performance objectives are not met.

•	Pay for performance by tying a substantial portion of our executives' compensation opportunities directly to our performance through short- and long-term incentive compensation plans that include performance

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•	Align compensation with shareholder interests by structuring our compensation programs to align executive interests with those of our shareholders, mitigate the possibility that our executives undertake excessively risky business strategies, and adhere to corporate governance best practices.

(1)	The compensation elements shown for Mr. Hesse in this table reflect the reductions agreed to in his May 4, 2012 letter as previously disclosed in Sprint's Current Report on Form 8-K filed on May 4, 2012.

(2)	As previously announced, Mr. Cowan left the Company effective January 2, 2013.

(3)	Amounts shown reflect base salary and STIC target opportunity effective June 30, 2012.

•	Adoption of a single three-year performance measurement period in our LTIC plan for 2012 performance units and performance-based restricted stock units (RSUs) in lieu of three one-year performance periods as was used in our LTIC plans for 2010 and 2011. This change emphasized and provided incentives for performance over the long term.

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Addition of an operational objective to the 2012 LTIC plan to provide incentives for exceptional deployment of Network Vision, Sprint's multi-year network infrastructure initiative intended to provide subscribers with an enhanced network experience by improving voice quality, coverage, and data speeds, while enhancing network flexibility, reducing operating costs, and improving environmental sustainability through the utilization of multiple spectrum bands onto a single multi-mode base station.

•	Adoption of a single one-year performance measurement period in our STIC plan for 2012 in lieu of two six-month performance periods as was used in our STIC plans for 2010 and 2011.

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•	Performance units—Each unit has a value of $1.00, and executives earn a cash payout that vests on December 31, 2014 and will be paid in the 1st Quarter of 2015, with cash payouts ranging from 0% to 150% based on achievement of predetermined performance objectives during a single three-year performance period of 2012-2014.

•	Performance-based RSUs—RSUs vest on the third anniversary of the grant date, with vesting conditioned on achievement of predetermined performance objectives during a single three-year performance period of 2012-2014.

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Stock options—Non-qualified stock options vest ratably on each of the three anniversaries of the grant date with an exercise price equal to the fair market value (closing price on the NYSE) of our stock on the grant date. To determine the number of stock options to be delivered under the 2012 LTIC plan, we used a Black-Scholes valuation model discussed below in footnote 3 to the 2012 Summary Compensation Table.

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(1)	Mr. Euteneur commenced employment with the Company effective April 4, 2011 and therefore was not eligible to receive (and did not forfeit) any performance-based RSUs granted under the LTIC plan for 2010.

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•	Stock options are valued at the actual gains realized at exercise, or if outstanding at December 31, 2012 at intrinsic value (i.e., the excess of the value per share of Sprint stock at December 31, 2012 over the exercise price multiplied by shares underlying the option);

•	RSUs are valued based on the value at vesting, or December 31, 2012 if not vested, with adjustment for forfeiture for failure to achieve any performance vesting conditions for completed performance period (we assume target performance for performance periods that were not complete at December 31, 2012); and

•	Compensation repaid or forfeited is included, as described in Sprint's Current Report on Form 8-K filed on May 4, 2012.

•	We have stock ownership guidelines and a clawback policy.

•	Our named executive officers receive few perquisites, entitlements or elements of non-performance-based compensation, except for market-competitive salaries and modest benefits that are comparable to those provided to all employees.

•	Our severance benefits are positioned conservatively relative to market practices, with no benefit in excess of two times base salary plus bonus, change-in-control benefits payable only upon a “double-trigger” qualified termination, and no golden parachute excise tax gross-ups.

•	The Compensation Committee retains an independent advisor that performs no other work for the Company.

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•	comparing each named executive officer's total compensation against a similar position in our peer group;

•	understanding the impact of decisions on each individual element of compensation on total compensation for each named executive officer;

•	evaluating total compensation of each named executive officer from an internal equity perspective; and

•	assuring that equity compensation represents a portion of each named executive officer's total compensation that is in line with our philosophy of motivating the executives to align their interests with our shareholders.

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•	Performance units—Each unit has a value of $1.00, and executives earn a cash payout that vests on December 31, 2014 and would be paid in the 1st Quarter of 2015, with cash payouts ranging from 0 to 150% based on achievement of predetermined performance objectives during a single three-year performance period of 2012-2014.

•	Performance-based RSUs—RSUs vest on the third anniversary of the grant date, with vesting conditioned on achievement of predetermined performance objectives during a single three-year performance period of 2012-2014.

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Stock options—Nonqualified stock options vest ratably on each of the three anniversaries of the grant date, with an exercise price equal to the fair market value (closing price on the NYSE) of our stock on the grant date. To determine the number of stock options to be delivered under the 2012 LTIC plan, we used a Black-Scholes valuation model discussed below in footnote 3 to the 2012 Summary Compensation Table.

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•	Employee Benefit Plans and Programs. Our compensation program includes a comprehensive array of health and welfare benefits in which our eligible employees, including our named executive officers, are eligible to participate. We pay all of the costs for some of these benefit plans, and participants contribute a portion of the cost for other benefit plans.

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Retirement Programs. Our retirement program consists of the Sprint Nextel 401(k) Plan, which provides participants, with our help of a profit-sharing matching contribution opportunity and, continuing from 2011, a fixed matching contribution on up to 2% of eligible compensation, an opportunity to build financial security for their future. The amount of any matching contributions made by us to participating named executive officers is included in the “All Other Compensation” column of the 2012 Summary Compensation Table.

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Deferred Compensation. Certain employees, including our named executive officers, are offered the opportunity to participate in the Sprint Nextel Deferred Compensation Plan, a nonqualified and unfunded plan, under which they may defer to future years the receipt of certain compensation in addition to that eligible under the 401(k) plan. Participants may elect to defer up to 50% of base salary and 75% of STIC plan payments. We believe this plan helps attract and retain executives by providing the participant another tax efficient retirement plan. Participants elect to allocate deferred and any matching contributions among one or more hypothetical investment options, which include one option that tracks our common stock and other options that track broad-based bond and equity indices. Our plan provides for a matching contribution using the same matching contribution percentage as our 401(k) plan of eligible earnings above the applicable annual limit, which is intended to compensate highly-compensated employees for limitations placed on our 401(k) plan by federal tax law. For 2012, Mr. Hesse was the only named executive officer who participated in the Sprint Nextel Deferred Compensation Plan.

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Personal Benefits and Perquisites. The limited personal benefits and perquisites that we provide to our named executive officers are summarized in footnote 6 to the 2012 Summary Compensation Table below. As a result of the recommendations contained in an independent third-party security study, the Compensation Committee established an overall security program for Mr. Hesse. Under the security program, we currently provide Mr. Hesse with residential security systems and equipment, and he is required to use our aircraft for business and non-business travel. We believe these measures ensure the safety of Mr. Hesse and enable him to devote his full attention to Company business. Mr. Hesse is

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Executive Severance Policy. Providing severance to our named executive officers helps attract and retain high quality talent by (1) mitigating the risks associated with leaving their former employer or position and assuming the challenges of a new position with us, and (2) providing income continuity following an unexpected termination of employment. Under our executive severance policy, our board will seek shareholder approval for any future severance agreement or arrangement with an executive officer, including our named executive officers, that provides (a) severance pay in excess of two times the senior executive's base salary plus bonus and (b) continuation of group health, life insurance, and other benefits in excess of 24 months following the executive's termination. The policy permits, without shareholder approval: (x) accelerated vesting of RSUs, stock options and any other LTIC plan awards, and (y) continued vesting during the severance period of any such awards. The policy also requires that we seek shareholder approval of any future severance agreement or arrangement that provides for the reimbursement of excise taxes imposed under Internal Revenue Code Section 4999 to a senior level executive. The severance benefits to which our named executive officers are entitled as provided in the their employment agreements and described in “—Potential Payments upon Termination of Employment or Change in Control,” allow us to attract and retain a management team and secure our competitive advantage in the event of their departure through corresponding restrictive covenants.

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Change in Control. If a transaction that could result in a change in control were under consideration, we expect that our named executive officers would face uncertainties about how the transaction may affect their continued employment with us. We believe it is in our shareholders' best interest if our named executive officers remain employed and focused on our business through any transition period following a change in control and remain independent and objective when considering possible transactions that may be in shareholders' best interests but possibly result in the termination of their employment. Our change in control benefits accomplish this goal by providing each eligible named executive officer with a meaningful severance benefit in the event that a change in control occurs and, within a specified time period of the change in control, his employment is involuntarily terminated without “cause” or voluntarily terminated for “good reason.”

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•	common or preferred stock, including those purchased through our Employee Stock Purchase Plan;

•	restricted stock or RSUs;

•	intrinsic value (the excess of the current stock price over the option's exercise price) of vested, in-the-money stock options; and

•	share units held in our 401(k) plan and various deferred compensation plans.

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(1)	As previously disclosed on Sprint's Current Report on Form 8-K filed on May 4, 2012, Mr. Hesse agreed to a reduction in his base pay to repay amounts associated with a discretionary adjustment the Compensation Committee made under the incentive plan payouts for 2011 for the impact of the iPhone on Sprint's financial results.

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(2)	The value shown for 2012 is the sum of three awards: performance-based RSU awards under the 2010 LTIC plan, the 2011 LTIC plan, and the 2012 LTIC plan.

(3)

Represents the grant date fair value of options granted in 2012 computed in accordance with FASB ASC Topic 718. The grant date fair value reported in 2012 is higher than the respective portion of the target opportunities disclosed under "Compensation Discussion and Analysis—Compensation Overview—Components of Our Executive Compensation Program", consistent with our practice in prior years, to determine the number of stock options to be delivered under the LTIC plan. Under that methodology, which is commonly used to alleviate short-term fluctuations in the stock price used in the conversion from dollar-denominated awards to shares, we calculate an average closing price of our stock over a 30 calendar day period before the grant (for the 2012 LTIC plan, that period ended on February 3, 2012 and the average stock price was $2.24). The Black-Scholes value was $1.15 using this average price per share. The target dollar value to be delivered in stock options is then divided by the Black-Scholes value to determine the number of stock options granted to the participant. The strike price is the closing price of our common stock on the date the award was granted.

(4)	The value shown for 2012 is the sum of three amounts: the payout under the 2012 STIC plan, a performance unit award under the 2011 LTIC plan and a performance unit award under the 2010 LTIC plan.

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(5)	As previously disclosed on Sprint's Current Report on Form 8-K filed on May 4, 2012, Mr. Hesse agreed to a reduction in his target opportunity under the 2012 STIC plan from 200% to 170%, which returned his incentive opportunity to his 2010 level.

(6)	Consists of: (a) amounts contributed by us under our 401(k) and deferred compensation plans; and (b) perquisites and other personal benefits as follows:

(a)	The perquisites and other personal benefits received by Mr. Hesse in 2012 consisted of: non-business use of our corporate aircraft by Mr. Hesse and his family, which had an incremental cost to us of $7,416; costs for security services for Mr. Hesse's residence, which had an incremental cost to us of $13,938; and personal IT and tech support.

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(7)

As previously disclosed on Sprint's Current Report on Form 8-K filed on May 4, 2012, Mr. Hesse agreed to forfeit $544,607 earned with respect to the 2011 performance period associated with a discretionary adjustment the Compensation Committee made under performance unit payouts for the impact of the iPhone® on Sprint's financial results. Amounts shown for 2011 are before reduction of this forfeited amount.

•	Awards granted pursuant to our 2012 STIC plan, which is our annual cash incentive compensation plan; and

•	Stock option, performance units and performance-based RSUs granted pursuant to our 2012 LTIC plan.

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(1)

STI—Represents the threshold, target and maximum estimated possible payouts for fiscal year 2012 under our 2012 STIC plan. Payouts under the 2012 STIC plan, which were based on our 2012 actual performance compared to the financial and operating objectives of the plan, were made at approximately 100.7% of each named executive officer's target opportunity and are reflected in the 2012 Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” Each performance objective under the plan had a threshold achievement level, below which there would be no payout, a target achievement level, at which the target opportunity would be paid, and a maximum achievement level, at which 200% of the target would be paid for the annual performance period. For purposes of this table, the minimum estimated possible payout assumes that the threshold achievement level was satisfied. For more information on the 2012 STIC plan, see “Compensation Discussion and Analysis—Primary Components of Executive Compensation—Short-term Incentive Compensation Plan.”

(2)	LTI—Represents the threshold, target and maximum estimated possible payouts for performance units granted by the Compensation Committee on March 16, 2010 under the 2010 LTIC plan. In early 2012, the Compensation Committee set goals for this grant for the 2012 performance period with respect to free cash flow, net service revenue and Network Vision deployment.

(3)	LTI—Represents the threshold, target and maximum estimated possible payouts for performance units granted by the Compensation Committee on February 23, 2011 under the 2011 LTIC plan. In early 2012, the Compensation Committee set goals for this grant for the 2012 performance period with respect to free cash flow, net service revenue and Network Vision deployment.

(4)	LTI—Represents the threshold, target and maximum estimated possible payouts for performance units granted by the Compensation Committee on February 22, 2012 under the 2012 LTIC plan. In early 2012, the Compensation Committee set goals for the 2012-2014 LTIC plan performance period with respect to free cash flow, net service revenue and Network Vision deployment.

(5)

pRSUs—Represents a performance-based RSU award granted under our 2010 LTIC plan, which is subject to adjustment in accordance with the performance objectives. Vesting occurs 100%, as adjusted for achievement in each of the three one-year performance periods ending on December 31, 2010, 2011, and 2012, on March 16, 2013. In early 2012, the Compensation Committee set goals for the 2012 LTIC plan performance period with respect to free cash flow, net service revenue and Network Vision deployment. The total number of performance-based RSUs granted is set forth below. Because we failed to meet threshold achievement with respect to our Network Vision deployment objective, the RSUs forfeited are also set forth below.

(6)

pRSUs—Represents a performance-based RSU award granted under our 2011 LTIC plan, which is subject to adjustment in accordance with the performance objectives. Vesting occurs 100%, as adjusted for achievement in each of the three one-year performance periods ending on December 31, 2011, 2012, and 2013, and on February 23, 2014 (April 4, 2014 for Mr. Euteneuer). In early 2012, the Compensation Committee set goals for the 2012 performance period with respect to free cash flow, net service revenue and Network Vision deployment. The total number of performance-based RSUs granted is set forth below. Because we failed to meet threshold achievement with respect to our Network Vision deployment objective, the RSUs forfeited are also set forth below.

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(7)

pRSUs—Represents a performance-based RSU award granted under our 2012 LTIC plan, which is subject to adjustment in accordance with the performance objectives. Vesting occurs 100%, as adjusted for achievement in the three-year performance period ending on December 31, 2014, on February 22, 2015. In early 2012, the Compensation Committee set goals for the 2012-2014 performance period with respect to free cash flow, net service revenue and Network Vision deployment.

(8)	SO—Represents stock options granted under our 2012 LTIC plan. Vesting occurs in equal installments on each of February 22, 2013, February 22, 2014 and February 22, 2015.

(1)	Amounts reflect the average high and low common stock price as reported on the NYSE composite of the underlying common stock on the day the option shares were exercised or RSU award vested multiplied by the number of shares that vested.

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(1)	Market value is based on the closing price of a share of our common stock of $5.67 on December 31, 2012.

(2)	Stock options vest 33 1/3% on February 22, 2013, February 22, 2014 and February 22, 2015.

(3)	Stock options vest 33 1/3% on February 23, 2012, February 23, 2013 and February 23, 2014.

(4)	Stock options vest/vested 25% on March 16, 2011, March 16, 2012, March 16, 2013 and March 16, 2014.

(5)	Stock options vest/vested 25% on February 25, 2010, February 25, 2011, February 25, 2012 and February 25, 2013.

(6)	Stock options are fully vested.

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(7)	Consists of Mr. Euteneuer's Restricted Stock Award of 125,000 shares that vest on April 4, 2014 and performance-based RSUs that vest on March 16, 2013 and with respect to which the applicable performance periods have been completed:

(8)	Consists of performance-based RSUs that vest on February 23, 2014 (and April 4, 2014 for Mr. Euteneuer) and with respect to which the applicable performance periods have not been completed:

(9)	Stock options vest in equal installments on each of April 4, 2012, April 4, 2013 and April 4, 2014.

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(1)	Includes contributions by Mr. Hesse with respect to (i) 2012 base salary compensation, the amount of which is included in the 2012 Summary Compensation Table in the “Salary” and "Non-Equity Incentive Plan Compensation" column and (ii) the payout to Mr. Hesse pursuant to the 2012 STIC plan.

(2)	Represents matching contributions by us with respect to 2012 base salary deferrals on STIC plan compensation paid in 2012 but earned in 2011 and will not be credited to the account of Mr. Hesse until March 29, 2013, the amount of which is included in the 2012 Summary Compensation Table in the “All Other Compensation” column.

(3)	Represents the aggregate balance as of December 31, 2012, adjusted to include the matching contribution noted in footnote 2 above.

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•	accrued salary and vacation pay;

•	distribution of balances under our 401(k) plan and deferred compensation plan; and

•

had their termination not for cause been at their normal retirement, (1) the 2012 STIC plan and the 2010 LTIC plan performance unit award based on actual performance and made after the Compensation Committee determined whether performance targets were achieved, pro-rated for their service during the performance period, (2) continued participation in group life and health plans, and (3) accelerated vesting of options and RSUs granted (at actual performance) and exercisability of vested options for five years.

•	our material breach of his employment agreement; a reduction in salary or short-term incentive compensation target opportunity, except for across-the-board reductions; certain relocations; and

•	in connection with a change in control:

◦	a significant and adverse reduction of an executive's duties or responsibilities or organizational status;

◦	the failure to provide a long-term incentive compensation opportunity comparable to other senior executives or a greater than 10% maximum across-the-board reduction to any of base salary or short- or long-term incentive compensation opportunities; or

◦	our failure to obtain an agreement from a successor to assume the employment agreement.

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(1)	With respect to Mr. Johnson, if his termination was for good reason based on relocation, his salary-based benefit would have been $540,000 (effective June 30, 2012), his STI-based benefit would have been $1,068,945, his LTI-based benefit would have been $3,767,601, and his benefits/perquisites would have been $8,154, for a total value of $5,384,700.

(2)	If the change in control had occurred in 2011, the 2012 STIC plan portion of the STI-based payment would have been: for Mr. Hesse, $2,054,688, resulting in a total value of $32,466,005; for Mr. Euteneuer, $1,014,754, resulting in a total value of $11,629,709; and for Mr. Elfman, $818,350, resulting in a total value of $12,291,066.

(3)

Includes performance units (payable in cash), stock options and RSUs. The value of options is based on the intrinsic value of the options, which is the difference between the exercise price of the option and the market price of our shares on December 31, 2012, multiplied by the number of options, and the value of RSUs is based on the market value of our stock on December 31, 2012, multiplied by the number of RSUs.

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•	continuation of their then-current base salary for their respective payment period through periodic payment with the same frequency as our payroll schedule (or in the event of a termination within 18 months after a change in control, in a lump sum equal to their base salary for such payment period);

•	a payment of:

◦	their STIC plan award for 2012, based on actual performance (or in the event of a termination within 18 months after a change in control occurring in 2012, at their STI target opportunity), plus

◦

their STI target opportunity as of December 31, 2012 or that amount of the applicable STIC plan payout based on actual performance, if less (greater, with respect to Mr. Johnson), for their payment period, with each payment being made after the Compensation Committee has determined whether performance targets were achieved, except that, in the event of a termination within 18 months after a change in control, the payment equal to their STI target opportunity for their payment period would instead be paid as a lump sum without regard to achievement of performance targets or timing of the Compensation Committee's determination thereon;

•	a payment of their 2010 LTIC plan performance unit award based on actual performance and made after the Compensation Committee has determined whether performance targets were achieved, prorated for their service during the performance period;

•

continued vesting through their payment period (through the originally-scheduled vesting date with respect to Mr. Cowan's awards outstanding as of August 5, 2010), of options and RSUs granted (or in the event of a termination within 18 months after a change in control, and with respect to Mr. Johnson, immediate vesting of options granted and RSUs outstanding), exercisability of options vested through the 90th day after such vesting, and with respect to:

◦	Mr. Hesse, receipt of the Sign-On RSU Award (as defined in his employment agreement) on the first business day of the seventh month following his termination; and

◦	Mr. Johnson, exercisability of vested options for 12 months; and

•	continued participation at employee rates in our group health and life (and for Mr. Johnson, long-term disability) plans, and (except for Mr. Johnson if his termination was for good reason based on relocation) outplacement services in an amount not to exceed $35,000 ($50,000 with respect to Mr. Johnson), each for the duration of his payment period.

•	continuation of their base salary for 12 months, less (except for Mr. Johnson) any benefits paid under our Long-term Disability Plan, through periodic payment with the same frequency as our payroll schedule;

•	a payment of their 2012 STIC plan award and the 2010 LTIC plan performance unit award, each based on actual performance and the LTIC plan award prorated for service during the three applicable performance periods;

•	immediate vesting of options and RSUs granted, exercisability of vested options for five years (12 months with respect to Mr. Johnson), and with respect to Mr. Hesse, receipt of the Sign-On RSU Award on the first business day of the seventh month following his termination; and

•	continued participation at employee rates in our group health and life plans for 12 months.

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•	required to execute a release in favor of us;

•	subject to confidentiality and non-disparagement provisions on a permanent basis following the termination of their employment; and

•	for the duration of their payment period, prohibited from:

◦	engaging in certain employment activities with a competitor of ours;

◦	soliciting our employees and certain other parties doing business with us to terminate their relationship with us; and

◦	soliciting or assisting any party to undertake any action that would be reasonably likely to, or is intended to, result in a change in control or seek to control our board of directors.

(1)	Includes any non-standing committee of directors established from time to time, but excludes the Executive Committee of the Board of Directors.

(2)	Generally, the restricted stock units, or RSUs, underlying which are shares of our common stock, are granted each year on the date of the annual meeting of shareholders. Each grant vests in full upon the subsequent annual meeting. Any new outside board

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(1)	Consists of annual retainer fees, chairman and committee chair fees, and board and committee meeting fees.

(2)	Represents the grant date fair value of 44,534 RSUs granted to our outside directors on May 15, 2012 based on the Company's closing stock price of $2.47 on that date. The grant date fair value is calculated in accordance with FASB ASC Topic 718.

(3)	Consists of charitable matching contributions made on the director's behalf in 2012 under our Sprint Foundation matching gift program.

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Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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(1)	The ownership percentages set forth in this column are based on Sprint's outstanding shares on February 15, 2013 and assumes that each of these stockholders continued to own the number of shares reflected in the table above on February 15, 2013.

(2)	Shares issuable upon conversion of the Bond, which conversion is subject to certain conditions, including regulatory approvals.

(3)	The SoftBank ownership percentage assumes conversion of the Bond.

(4)	According to a Schedule 13G/A filed with the SEC on February 13, 2013, by Capital Research Global Investors (a division of Capital Research and Management Company). According to the Schedule 13G/A, Capital Research Global Investors is the beneficial owner of, and has sole voting power and sole dispositive power with respect to, all of the shares.

(5)	According to a Schedule 13G/A filed with the SEC on February 13. 2013 by Dodge & Cox. Dodge & Cox has sole voting power with respect to 299,521,655 shares, and sole dispositive power with respect to 319,807,955 shares.

(6)	According to a Schedule 13G/A filed with the SEC on January 30, 2013, by BlackRock, Inc. BlackRock, Inc. is the beneficial owner of, and has sole voting power and sole dispositive power with respect to, all of the shares.

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(1)	Represents shares that may be acquired upon the exercise of stock options exercisable, and shares of stock that underlie restricted stock units to be delivered, on or within 60 days after February 15, 2013 under Sprint's equity-based incentive plans.

(2)	Includes shares of restricted stock as to which Mr. Euteneuer has sole voting power but no dispositive power.

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(1)

Includes 53,959,361 shares covered by options and 18,425,717 restricted stock units under the 2007 Plan, and 7,857,056 shares covered by options and 41,607 restricted stock units outstanding under the 1997 Program. Also includes purchase rights to acquire 681,586 shares of common stock accrued at December 31, 2012 under the ESPP. Under the ESPP, each eligible employee may purchase common stock at quarterly intervals at a purchase price per share equal to 95% of the market value on the last business day of the offering period.

(2)	Included in the total of 80,965,327 shares are 18,425,717 restricted stock units under the 2007 Plan, which will be counted against the 2007 Plan maximum in a 2.5 to 1 ratio.

(3)

The weighted average exercise price does not take into account the shares of common stock issuable upon vesting of restricted stock units issued under the 1997 Program or the 2007 Plan. These restricted stock units have no exercise price. The weighted average purchase price also does not take into account the 681,586 shares of common stock issuable as a result of the purchase rights accrued under the ESPP; the purchase price of these shares was $5.41 for each share.

(4)	Of these shares, 136,083,651shares of common stock were available under the 2007 Plan. Through December 31, 2012, 127,611,214 cumulative shares came from the 1997 Program, the Nextel Plan and the MISOP.

(5)	Includes 73,132,330 shares of common stock available for issuance under the ESPP after issuance of the 681,586 shares purchased in the fourth quarter 2012 offering. See note 1 above.

(6)	No new awards may be granted under the 1997 Program, the Nextel Plan, or the MISOP.

(7)	Consists of 1,663,042 options outstanding under the Nextel Plan. There are no deferred shares outstanding under the Nextel Plan.

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Item 13.	Certain Relationships and Related Transactions, and Director Independence

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Item 14.	Principal Accountant Fees and Services

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Item 15.	Exhibits and Financial Statement Schedules

1.	The consolidated financial statements of Sprint Nextel Corporation filed as part of this report are listed in the Index to Consolidated Financial Statements.

2.	The consolidated financial statements of Clearwire Corporation filed as part of this report are listed in the Index to Consolidated Financial Statements.

3.	The exhibits filed as part of this report are listed in the Exhibit Index

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*	Filed or furnished, as required.

**	Schedules and/or exhibits not filed will be furnished to the SEC upon request.

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(1)	See note 14 for information regarding common shares.

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Note 1.	Description of Operations

Note 2.	Summary of Significant Accounting Policies and Other Information

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Note 3.	Proposed Business Transactions and Acquisitions

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Note 4.	Investments

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Note 5.	Financial Instruments

Note 6.	Property, Plant and Equipment

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Note 7.	Intangible Assets

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Note 8.	Long-Term Debt, Financing and Capital Lease Obligations

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Note 9.	Severance, Exit Costs and Asset Impairments

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Note 10.	Supplemental Financial Information

(1)	Includes liabilities in the amounts of $117 million and $121 million as of December 31, 2012 and 2011, respectively, for checks issued in excess of associated bank balances but not yet presented for collection.

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Note 11.	Income Taxes

(1)	These amounts have been recognized in accumulated other comprehensive loss.

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Note 12.	Spectrum Hosting

Note 13.	Commitments and Contingencies

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Note 14.	Shareholders' Equity and Per Share Data

•	6,000,000,000 shares of Series 1 voting common stock, par value $2.00 per share;

•	500,000,000 shares of Series 2 voting common stock, par value $2.00 per share;

•	100,000,000 shares of non-voting common stock, par value $0.01 per share; and

•	20,000,000 shares of preferred stock, no par value per share.

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Note 15.	Segments

•	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 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, including services to the cable multiple systems operators that resell our local and long distance services and use our back office systems and network assets in support of their telephone service provided over cable facilities primarily to residential end-use subscribers.

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

(2)

For 2012, other, net consists of $196 million of lease exit costs and $102 million of asset impairment charges, partially offset by net operating income of $236 million associated with the termination of the spectrum hosting arrangement with LightSquared (see Note 12), a gain of $29 million on spectrum swap transactions, and a benefit of $17 million resulting from favorable developments relating to access cost disputes associated with prior periods. For 2011 and 2010, other, net consists primarily of severance, exit costs and asset impairments offset by gains from other asset dispositions and exchanges (See note 9).

(3)

Includes $45 million of hurricane-related charges for 2012, which are classified in our consolidated statements of comprehensive loss as follows: $21 million as contra-revenue in net operating revenues of Wireless, $20 million as cost of services and products ($17 million Wireless; $3 million Wireline), and $4 million as selling, general and administrative expenses of Wireless. Also includes $19 million of business combination charges for fees paid to unrelated parties necessary for the proposed transactions with SoftBank and Clearwire, which is included in our corporate segment and is classified in our consolidated statements of comprehensive loss as selling, general and administrative expenses.

(4)	Corporate assets are not allocated to the operating segments and consist primarily of cash and cash equivalents, the corporate headquarters campus, our equity method investment in Clearwire, other assets managed at a corporate level. Corporate capital expenditures include various administrative assets.

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

(2)	Wireless services related to the Wireless segment in 2012 excludes $21 million of hurricane-related contra-revenue charges reflected in net operating revenues in our consolidated statement of comprehensive loss.

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Note 16.	Quarterly Financial Data (Unaudited)

(1)	The sum of the quarterly earnings per share amounts may not equal the annual amounts because of the changes in the weighted average number of shares outstanding during the year.

Note 17.	Subsequent Events

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1.	Description of Business

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2.	Summary of Significant Accounting Policies

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Level 1:	Quoted market prices in active markets for identical assets or liabilities.

Level 2:	Inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in less active markets; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3:	Unobservable inputs that are significant to the fair value measurement and cannot be corroborated by market data.

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3.	Charges Resulting from Cost Savings Initiatives

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(1)

Lease and other contract termination costs for the year ended December 31, 2011 include non-cash credits of $43.2 million representing the reversal of deferred rent balances at the cease-use date and $37.8 million of accrued executory costs relating to unused tower sites where our current contract requires us to continue payments for the remaining term. The costs for the year ended December 31, 2012 include accrued executory costs of $5.5 million. Costs for the year ended December 31, 2012 also included $25.0 million for the elimination of the remaining estimated sublease rental income from the liability computation and fully incorporated contractual rent escalations.

(2)	Total costs for these activities are not expected to be significantly different from those incurred to date.

(3)

$1.7 million is recorded within Accounts payable and accrued expenses, $48.4 million is recorded as Other current liabilities and $114.3 million is recorded as Other long-term liabilities on the consolidated balance sheets. With the exception of the elimination of remaining estimated sublease rental income from the liability computation and fully incorporating contractual rent escalations, there were no other significant adjustments to the liability during the year.

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4.	Investments

5.	Property, Plant and Equipment

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(2)	For the year ended December 31, 2012, $14.0 million related to retail operations is included in Selling, general and administrative expense on the consolidated statements of operations.

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6.	Spectrum Licenses

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7.	Other Intangible Assets

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8.	Supplemental Information on Liabilities

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9.	Income Taxes

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10.	Long-term Debt, Net

(1)	Represents weighted average effective interest rate based on year-end balances.

(2)	Coupon rate based on 3-month LIBOR plus a spread of 5.50% (secured) and 7.00% (unsecured). Included in the balance are unsecured notes with par amount of $4.6 million at December 31, 2012.

(3)	As of December 31, 2012, par amount of approximately $118.8 million is secured by assets classified as Network and base station equipment. The remaining par amount is unsecured.

(4)	Included in Other current liabilities on the consolidated balance sheet.

(1)	Represents weighted average effective interest rate based on year-end balances.

(2)	Coupon rate based on 3-month LIBOR plus a spread of 5.50%.

(3)	As of December 31, 2011, par amount of approximately $114.0 million is secured by assets classified as Network and base station equipment.

(4)	Included in Other current liabilities on the consolidated balance sheet.

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(1)	The year ended December 31, 2012 included $2.5 million of coupon interest relating to the Exchangeable Notes, which was settled in the non-cash Exchange Transaction.

(2)	Includes non-cash amortization of deferred financing fees which are classified as Other assets on the consolidated balance sheets.

11.	Derivative Instruments

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12.	Fair Value

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(1)	Included in Gain on derivative instruments in the consolidated statements of operations.

(1)	Included in Other income (expense), net in the consolidated statements of operations.

(2)	Included in Gain on derivative instruments in the consolidated statements of operations.

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(1)	Carrying value as of December 31, 2012 and 2011 is net of $165.1 million and $209.3 million discount, respectively, arising from the separation of the Exchange Options from the debt host instrument. The fair value of the Exchangeable Notes incorporates the value of the exchange feature which we have recognized separately as a derivative on our consolidated balance sheets.

13.	Commitments and Contingencies

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(1)	Principal and interest payments beyond 2017 represent potential principal and interest payments on the Exchangeable Notes beyond the expected repayment in 2017.

(2)	Includes executory costs of $51.5 million.

(3)	Payments include $44.2 million representing interest.

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14.	Share-Based Payments

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15.	Stockholders’ Equity

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(1)	The holders of Class B Common Stock hold an equivalent number of Class B Common Interests.

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16.	Net Loss Per Share

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17.	Related Party Transactions

(1)	The amounts presented for the year ended December 31, 2011 have been adjusted to reflect the inclusion of $20.0 million of non-cash rents related to leases with Sprint.

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18.	Discontinued Operations

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19.	Quarterly Financial Information (unaudited)

20.	Parent Company Only Condensed Financial Statements

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