Sprint - Nextel 2013 Annual Report Download

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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————————————————
FORM 10
-
K
—————————————————————
For the fiscal year ended December 31, 2013
or
For the transition period from to
Commission File number 1-04721
—————————————————————
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
—————————————————————
Registrant's telephone number, including area code: (855) 848-3280
Securities registered pursuant to Section 12(b) of the Act:
—————————————————————
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes ⌧ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No ⌧
Aggregate market value of voting and non-voting common stock equity held by non-affiliates of the predecessor Sprint Nextel Corporation at June 30, 2013
was
$21,191,577,948
COMMON SHARES OUTSTANDING AT FEBRUARY 17, 2014:
S 10-K 12/31/2013
Section 1: 10-K (FORM 10-K)
⌧
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Delaware
46-1170005
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
6200 Sprint Parkway, Overland Park, Kansas
66251
(Address of principal executive offices)
(Zip Code)
Name of each exchange on which registered
New York Stock Exchange
Large accelerated filer
⌧
Accelerated filer
o
Non-accelerated filer (Do not check if smaller reporting company)
o
Smaller reporting company
o
Sprint Corporation Common Stock
3,935,879,158

Table of contents

  • Page 1
    ... company (as defined in Rule 12b-2 of the Exchange Act.) Aggregate market value of voting and non-voting common stock equity held by non-affiliates of the predecessor Sprint Nextel Corporation at June 30, 2013 was $21,191,577,948 COMMON SHARES OUTSTANDING AT FEBRUARY 17, 2014: Sprint Corporation...

  • Page 2
    ... about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of...

  • Page 3
    ... of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. Unless the context otherwise requires, references to "Sprint," "we," "us," "our" and the "Company" mean Sprint Corporation and...

  • Page 4
    ... we expect to shut-down by the end of 2015). We utilize these networks to offer our wireless and wireline subscribers differentiated products and services whether through the use of a single network or a combination of these networks. Recent Acquisitions On May 17, 2013, Sprint Communications closed...

  • Page 5
    ... installment contract payable over 24 months through the use of the Sprint Easy Pay program. The terms of the new sales program will not require the subscriber to execute a wireless service contract. Our existing Unlimited, My Way and My All-in plans with the Unlimited Guarantee continue to provide...

  • Page 6
    ... • subscriber-convenient channels, including Internet sales and telesales. We market our postpaid services under the Sprint brand. We generally offer these services on a contract basis typically for a two-year period, with services billed on a monthly basis according to the applicable pricing plan...

  • Page 7
    ... voice and data offerings, plans that allow users to add additional mobile devices to their plans at attractive rates, plans with a higher number of bundled minutes included in the fixed monthly charge for the plan, plans that offer the ability to share minutes among a group of related subscribers...

  • Page 8
    ... long distance voice services have experienced an industry-wide trend of lower revenue from lower prices and increased competition from other wireline and wireless communications companies, as well as cable MSOs and Internet service providers. Some competitors are targeting the high-end data market...

  • Page 9
    ... market, although states may regulate other terms and conditions. The Communications Act and FCC rules also require the FCC's prior approval of the assignment or transfer of control of an FCC license, although the FCC's rules permit spectrum lease arrangements for a range of wireless radio service...

  • Page 10
    ... relating to the reconfiguration plan, even if those costs exceed $2.8 billion. As required under the terms of the Report and Order, a letter of credit has been secured to provide assurance that funds will be available to pay the relocation costs of the incumbent users of the 800 MHz spectrum. Total...

  • Page 11
    ...Siting Wireless systems must comply with various federal, state and local regulations that govern the siting, lighting and construction of transmitter towers and antennas, including requirements imposed by the FCC and the Federal Aviation Administration. FCC rules subject certain cell site locations...

  • Page 12
    ... by, wireless carriers, certain state PUCs and local governments regulate customer billing, termination of service arrangements, advertising, certification of operation, use of handsets when driving, service quality, sales practices, management of customer call records and protected information and...

  • Page 13
    ... of free notifications for voice, data, messaging and international roaming to address the FCC's bill shock proceeding. If these FCC proceedings or individual state proceedings create changes in the Truth in Billing rules, our billing and customer service costs could increase. Access Charge Reform...

  • Page 14
    ...rulemaking to consider whether special access pricing flexibility rules need to be changed, and whether the terms and conditions governing the provision of special access are just and reasonable. In 2013, the FCC issued a proposed mandatory data collection effort which is expected to be completed in...

  • Page 15
    ...enter into licenses with unfavorable terms, including royalty payments, which could adversely affect our business. Access to Public Filings and Board Committee Charters Important information is routinely posted on our website at www.sprint.com. Public access is provided to our annual reports on Form...

  • Page 16
    ... competition may increase if additional spectrum is made available for commercial wireless services and as new technologies are developed and launched. As smartphone penetration increases, we continue to expect an increased usage of data on our network. Competition in pricing and service and product...

  • Page 17
    ... per subscriber, subscriber churn, ability to attract new subscribers, and profitability. The success of our network modernization plans, will depend on the timing, extent and cost of implementation; access to spectrum; the performance of third-parties and related parties; upgrade requirements; and...

  • Page 18
    ... of other companies critical to our network operations; • our ability to develop and market new and enhanced technologies, products and services on a timely and cost-effective basis, including implementation of our network modernization; • recommendations by securities analysts or changes in...

  • Page 19
    ...roaming partners and access providers used for wireless services, could adversely affect our revenues and profitability. Our Wireline segment competes with AT&T, Verizon Communications, CenturyLink, Level 3 Communications Inc., other major local incumbent operating companies, and cable operators, as...

  • Page 20
    ... conditions of service, including certain billing practices and consumer-related issues that may not be pre-empted by federal law. If imposed, these regulations could make it more difficult and expensive to implement national sales and marketing programs and could increase the costs of our wireless...

  • Page 21
    ... access to our subscribers' or our own information or other breaches of our information security. We make extensive use of online services and centralized data processing, including through third-party service providers. The secure maintenance and transmission of customer information is an important...

  • Page 22
    ... 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; • increased costs to integrate the networks...

  • Page 23
    ... long as SoftBank and its controlled affiliates hold shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of our common stock at a stockholder meeting, SoftBank will be able to freely nominate and elect all the members of our board of directors...

  • Page 24
    ... our board of directors may make it difficult for us to recruit independent directors. For so long as SoftBank and its controlled affiliates hold shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of our common stock at a stockholders' meeting...

  • Page 25
    ... our financial position or results of operations. Sprint Communications, Inc. has received a complaint purporting to assert claims on behalf of Sprint Communications, Inc. stockholders, alleging that members of the board of directors breached their fiduciary duties in agreeing to the SoftBank Merger...

  • Page 26
    ...by stockholders of Clearwire Corporation, asserting claims for breach of fiduciary duty by Sprint Communications, and related claims and otherwise challenging the Clearwire Acquisition. There were initially five suits filed in Chancery Court in Delaware: Crest Financial Limited v. Sprint Nextel Corp...

  • Page 27
    ...the SoftBank Merger closed, and after that date, the stock that trades on the NYSE is the common stock of Sprint Corporation. We currently have no non-voting common stock outstanding. The high, low and end of period common stock prices, as reported on the NYSE composite, were as follows: 2013 Market...

  • Page 28
    ...selling, general and administrative expense) and interest income related to the $3.1 billion Bond issued to Starburst II by Sprint Nextel Corporation. The Predecessor financial information represents the historical basis of presentation for Sprint Communications for all periods prior to the SoftBank...

  • Page 29
    ...of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers, and resellers. Unless the context otherwise requires, references to "Sprint," "we," "us," "our" and the "Company" mean Sprint Corporation and...

  • Page 30
    ... of SM unlimited talk, text and data - guaranteed for life and the recently launched Sprint Framily plan that allows subscribers to forgo traditional subsidized devices in exchange for lower monthly service fees, early upgrade options, or both. In addition to our brand and customer-oriented goals...

  • Page 31
    ... value basis. The timing of lease exit charges will be dependent upon the date we cease utilizing these sites without future economic benefit. We expect the majority of the efforts to roll out 4G LTE on our 800 MHz and 2.5 GHz spectrum bands to be completed by the end of 2015. In October SM 2013...

  • Page 32
    ... fair value on the respective closing dates. The Company's financial statement presentations distinguish between the predecessor period (Predecessor) relating to Sprint Communications for periods prior to the SoftBank Merger and the successor period (Successor) relating to Sprint Corporation...

  • Page 33
    ... to the Consolidated Financial Statements. As a result, the following are reflected in our results of operations for the Successor period ended December 31, 2013 as compared to the Predecessor periods ended December 31, 2012 and 2011 Reduced postpaid wireless revenue and wireless cost of service of...

  • Page 34
    ... Ended December 31, 2012 (in millions) 191 Days Ended July 10, 2013 2012 Predecessor Years Ended December 31, 2011 Wireless segment earnings Wireline segment earnings Corporate, other and eliminations Consolidated segment earnings (loss) Depreciation Amortization Other, net Operating (loss) income...

  • Page 35
    ... the termination of the spectrum hosting arrangement with LightSquared. In addition, we had asset impairments of $18 million in 2012 primarily related to assets that are no longer necessary for management's strategic plans and were primarily related to network asset equipment. Severance, exit costs...

  • Page 36
    ... year ended December 31, 2013 included $100 million of business combination fees paid to unrelated parties in connection with the transactions with SoftBank and Clearwire and are classified within selling, general and administrative expense in our consolidated statement of comprehensive income (loss...

  • Page 37
    ... year ended December 31, 2012 was attributable to the early redemption of Nextel Communications, Inc. debt. Loss on early retirement of debt in 2011 was due to the redemption of all outstanding Sprint Capital Corporation 8.375% senior notes. Income Tax Expense The Successor period income tax...

  • Page 38
    ...related to items impacting the effective tax rates can be found in the Notes to the Consolidated Financial Statements. Segment Earnings - Wireless Wireless segment earnings are a function of wireless service revenue, the sale of wireless devices and accessories, costs to acquire subscribers, network...

  • Page 39
    ..., 2013 191 Days Ended July 10, 2013 (in millions) 2012 Predecessor Years Ended December 31, 2011 Wireless Segment Earnings 2013 Sprint platform Nextel platform Total postpaid Sprint platform Nextel platform Total prepaid Other(1) Retail service revenue Wholesale, affiliate and other Total service...

  • Page 40
    ... from acquisitions in 2013. Retail service revenue increased $1.5 billion, or 6%, in 2012 as compared to 2011, which primarily reflects an increase in Sprint platform postpaid service revenue related to the $10 premium data add-on charge required for smartphones and continued popularity of unlimited...

  • Page 41
    ...to higher monthly recurring revenues, including the $10 premium data add-on charges for all smartphones and device protection fees, combined with other fee increases and a reduction in the number of subscribers eligible for certain plan discounts due to policy changes and fewer customer care credits...

  • Page 42
    ...total subscribers, and (c) end of period connected device subscribers as of the end of each quarterly period beginning with the first quarter 2011. March 31, 2011 June 30, 2011 (1) Sept 30, 2011 Dec 31, 2011 March 31, 2012 June 30, 2012 Sept 30, 2012 Dec 31, 2012 March 31, 2013 June 30, 2013...

  • Page 43
    ... 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) We acquired approximately 352,000 postpaid subscribers and 59,000 prepaid subscribers through the acquisition of assets from U.S. Cellular when...

  • Page 44
    ...(1) Subscriber ARPU related to the acquisition of assets from U.S. Cellular and the Clearwire acquisition. (2) Combined ARPU for the quarterly period ending September 30, 2013 aggregates service revenue from the Predecessor 10-day period ended July 10, 2013 and the Successor three-month period ended...

  • Page 45
    ... remove duplicate Lifeline accounts between carriers. The federal Lifeline program under which Assurance Wireless operates requires applicants to meet certain eligibility requirements and existing subscribers must recertify as to those requirements annually. New regulations in 2012, which impact all...

  • Page 46
    ... 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. Successor Year Ended December 31, 2013 and Predecessor Years Ended December 31, 2012 and 2011 Cost of services decreased...

  • Page 47
    ... billing, customer care and information technology operations, bad debt expense and administrative support activities, including collections, legal, finance, human resources, corporate communications, strategic planning, and technology and product development. Successor Year Ended December 31, 2013...

  • Page 48
    ... companies and targeted business and consumer subscribers. In addition, we provide voice, data and IP communication services to our Wireless segment and IP and other services to cable MSOs. Cable MSOs resell our local and long distance services and use our back office systems and network...

  • Page 49
    ... Ended December 31, 2013 191 Days Ended July 10, 2013 (in millions) 2012 Predecessor Years Ended December 31, 2011 Wireline Segment Earnings 2013 Voice Data Internet Other Total net service revenue Cost of services and products Service gross margin Service gross margin percentage Selling, general...

  • Page 50
    ...-based data services decreased $97 million, or 5%, in 2012 as compared to 2011 primarily due to the in-sourcing of digital voice products by certain cable MSOs. Sale of services to our Wireless segment represented 11% of total Internet revenues for both the years ended December 31, 2013 and 2012 and...

  • Page 51
    ..., general and administrative expense for the combined year ended December 31, 2013 as compared to the Predecessor period in 2012 decreased primarily due to a reduction in shared administrative and employee related costs required to support the Wireline segment as a result of the decline in revenue...

  • Page 52
    ... in the fourth quarter 2013 and accrued exit costs related to the shut-down of the Nextel platform and decreases of approximately $700 million in short-term investments. Also contributing to the decline in working capital was an increase in the current portion of long-term debt of approximately $600...

  • Page 53
    ... acquired Clearwire 2.5 GHz spectrum are expected to require substantial amounts of capital expenditures and increased operating expenditures during the period of integration and deployment. Long-Term Debt and Scheduled Maturities The following debt issuances and retirements occurred during 2013...

  • Page 54
    ...has no outstanding balance, and under which $914 million in letters of credit are outstanding, (ii) vendor financing notes assumed in the Clearwire Acquisition, and (iii) all capital leases and other financing obligations. Liquidity and Capital Resource Requirements To meet our short- and long-term...

  • Page 55
    ... of new technologies in our networks, and FCC license acquisitions taking into consideration the 2.5 GHz spectrum acquired in the Clearwire Acquisition; anticipated payments under the Report and Order, as supplemented; any additional contributions we may make to our pension plan; any scheduled...

  • Page 56
    ... switch sites, real estate, network equipment and office space. (4) Includes future spectrum lease payments as well as service credits related to commitments to provide services to certain lessors and reimburse lessors for certain capital equipment and third-party service expenditures, over the term...

  • Page 57
    ...Sprint's consolidated results of operations and financial condition. In addition to the analysis described above, certain assets that have not yet been deployed in the business, including network equipment, cell site development costs and software in development will be expensed if events or changes...

  • Page 58
    ...SoftBank Merger. Future business and economic conditions, as well as significant changes in any of the assumptions used to estimate the acquisition-date fair value, may result in future, significant impairments. NEW ACCOUNTING PRONOUNCEMENTS In December 2011, the Financial Accounting Standards Board...

  • Page 59
    ... do not exceed established limits. OTHER INFORMATION We routinely post important information on our website at www.sprint.com/investors. Information contained on or accessible through our website is not part of this annual report. FORWARD-LOOKING STATEMENTS We include certain estimates, projections...

  • Page 60
    ... Clearwire and access and utilize its spectrum; 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...

  • Page 61
    ...to market risk as it relates to changes in the market value of our investments. We invest in equity instruments of public companies for operational and strategic business purposes. These securities are subject to significant fluctuations in fair market value due to volatility of the stock market and...

  • Page 62
    ... Annual Report on Form 10-K, is reported in accordance with the SEC's rules. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely...

  • Page 63
    ...compliance with applicable law, and whether or not the activities are sanctionable under U.S. law. After the SoftBank Merger, SoftBank acquired control of Sprint. During the year ended December 31, 2013, SoftBank, through one of its non-U.S. subsidiaries, provided telecommunications services in Iran...

  • Page 64
    ... Vice President-Consumer Sales, Service and Repair from August 2005 to August 2006. He served as Senior Vice PresidentNational Field Operations of Nextel from February 2002 to July 2005. Chief Marketing Officer. Mr. Hallock served as Senior Vice President for Marketing and Media from 2012 until 2013...

  • Page 65
    ... Senior Vice President, Base Management at Sprint from December 2006 until April 2008. Prior to joining Sprint, he served as Senior Vice President of Marketing at PNC Financial Services. He is a member of the board of directors at USG Corporation (NYSE: USG), a leading building products company, and...

  • Page 66
    ...Tax department and a director on its Mergers and Acquisitions team. Before joining Sprint, Mr. Schieber was a senior manager with public accounting firm Ernst & Young, where he worked as an auditor and a tax consultant. In addition, he served as corporate controller for a small publicly held company...

  • Page 67
    ...outside Vice Chairman of Asia, and was the founder of SoftBank Capital. He is currently Director and President of SoftBank Holdings, Inc. and also serves as a member of the board of directors of SoftBank Corporation. Mr. Fisher has over 30 years of experience of working with high growth and SoftBank...

  • Page 68
    ... Merger Agreement contemplated that the initial Board of Directors of Sprint Corporation be comprised of ten directors, as described in Item 13. Certain Relationships and Related Person Transactions - Related Party Transactions in 2013 - Transactions with SoftBank Parties - Approved by Sprint Nextel...

  • Page 69
    ..., strategic planning and leadership of complex organizations, including other public corporations. 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...

  • Page 70
    ..., Expertise or Attribute Telecommunications Technology, devices and services Leadership Global business Financial Mergers and acquisitions Public company board service and governance Research and academic Ethnic, gender, national or other diversity Executive Sessions Son x x x x x x x Fisher...

  • Page 71
    .../governance. Any stakeholder who wishes to communicate with our board or our outside directors may write to our General Counsel, Senior Vice President and Corporate Secretary, who is our Board Communications Designee, at the following address: Sprint Corporation, 6200 Sprint Parkway, Overland Park...

  • Page 72
    ...of changes in beneficial ownership of our shares and other equity securities. These people are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file, and we make these reports available at www.sprint.com/investors/sec. Information contained on or accessible...

  • Page 73
    ... Network, Technology and Operations; Robert L. Johnson, President, Sprint Retail and Chief Service and Information Technology Officer; Charles R. Wunsch, Senior Vice President, General Counsel, Corporate Secretary and Chief Ethics Officer; and Paget L. Alves, former Chief Sales Officer. Compensation...

  • Page 74
    ... of critical operating and financial objectives that are the leading drivers of sustainable increases in stockholder value. As required under the SoftBank Merger Agreement, the Compensation Committee used two six-month performance periods for determining amounts payable under the 2013 STIC plan. The...

  • Page 75
    ... 2013 LTIC plan: • • Time-based restricted stock units (RSUs)-vest on February 27, 2016. Performance-based RSUs-vest on February 27, 2016, with payout conditioned on achievement of a predetermined performance objective during a single two-year performance period of 2014-2015. The Compensation...

  • Page 76
    ..., change-in-control benefits payable only upon a "double-trigger" qualified termination, and no golden parachute excise tax gross-ups. The Compensation Committee retains Frederic W. Cook & Co., Inc. (Cook) as an independent advisor that performs no other work for the Company. Setting Executive...

  • Page 77
    ...annual revenue, market capitalization, net income, enterprise value and number of employees. For example, our revenue is above the median of our peer group while our enterprise value is below the median. The Compensation Committee approved the use of the following 12 companies for its 2013 executive...

  • Page 78
    ... believe will deliver our long-term success. As required under the SoftBank Merger Agreement, the Compensation Committee used two six-month performance periods for determining the amount of plan payments under the 2013 STIC plan rather than one annual performance period. Based on performance against...

  • Page 79
    ...termination date. As a result of the SoftBank Merger, which complicated our ability to accurately measure performance based on the goals that were originally set, the performance units and performance-based RSUs granted under the 2012 LTIC plan and, with respect to the 2013 annual performance period...

  • Page 80
    ... 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 2013, Mr. Hesse participated in the Sprint Corporation Deferred Compensation Plan. Personal Benefits and...

  • Page 81
    ...our named executive officers are entitled, as described in "-Potential Payments upon Termination of Employment or Change in Control," are likewise competitive within our peer group. The SoftBank Merger was a change in control under the Change in Control Severance Plan; however, on September 17, 2013...

  • Page 82
    ... options; and • share units held in our 401(k) plan and various deferred compensation plans. Persons subject to the stock ownership guidelines have five years beginning on the date on which the person becomes subject to the ownership guidelines to achieve the ownership requirement. Failure to meet...

  • Page 83
    ...Network, Technology and Operations Robert L. Johnson President Sprint Retail and Chief Service and Information Technology Officer Charles R. Wunsch Senior Vice President, General Counsel, Corporate Secretary and Chief Ethics Officer Paget L. Alves former Chief Sales Officer 2013 2012 2011 2013 2012...

  • Page 84
    ... from 2011-2013 and represent the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718 as of the date the Compensation Committee approved the applicable objectives and targets for the 2013 performance period. Each annual performance target was set by the Compensation...

  • Page 85
    ... regarding these severance payments, see "Potential Payments upon Termination of Employment or Change in Control." Grants of Plan-Based Awards The table below summarizes awards under our STIC and LTIC incentive plans, and other option awards, to our named executive officers in 2013. These awards...

  • Page 86
    ... 3 thereto. As a result of the SoftBank Merger, the performance units granted under the 2011 LTIC plan with respect to the 2013 annual performance period were deemed met at target, resulting in an aggregate payout percentage for our named executive officers of 100% for those awards. (3) pRSUs...

  • Page 87
    ... option and equity awards outstanding as of December 31, 2013 held by each of our named executive officers based on the closing price of a share of our common stock of $10.75 on that date. Option Awards Stock Awards Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units...

  • Page 88
    ... 139,515 Mr. Alves received an acceleration of 27,113 of his performance-based RSUs in connection with his termination, the shares underlying which will be delivered after Company performance is determined. (9) Stock options vest/vested 33 1/3% on April 4, 2012, April 4, 2013 and April 4, 2014. 86

  • Page 89
    ... on compensation and benefits under the Internal Revenue Code; and Sprint Supplemental Executive Retirement Plan (SERP), which provides unfunded, non-qualified benefits in excess of the limits applicable to the Qualified Plan. Number of Years Credited Service 12.7 12.7 6.0 6.0 Present Value of...

  • Page 90
    ... under the Internal Revenue Code. The benefit amount, expressed as a single life annuity beginning at age 65, is equal to: • • the product of 1.5% and the average annual compensation for the 60 months ending on December 31, 1993, multiplied by the number of years of credited service through...

  • Page 91
    ... or Change in Control Upon a December 31, 2013 termination of employment due to a resignation without good reason or termination by us with cause, our named executive officers would be entitled to only those payments and benefits provided to all our salaried employees on a non-discriminatory basis...

  • Page 92
    ... applicable employment agreements and the Change in Control Severance Plan set forth relevant definitions in full, generally: Change in control means: the acquisition by a person or group of 30% or more of Sprint's voting stock; a change in the composition of a majority of our directors; the close...

  • Page 93
    ..., multiplied by the number of RSUs, as adjusted for performance prior to 2013, for performance-based RSUs. Mr. Alves received, as a result of his involuntary termination without Cause not in connection with a change in control (but following the SoftBank Merger), payments and benefits of $950,000...

  • Page 94
    ... of his payment period. In addition, Mr. Hesse would receive his Sign-On RSU Award (as defined in his employment agreement) on the first business day of the seventh month following his termination. Termination Disability Plan Benefits If our named executive officers' employment had terminated as...

  • Page 95
    ... Audit Chair Retainer Compensation Chair Retainer Security Director Retainer Finance Chair Retainer Nominating & Corporate Governance Chair Retainer or other standing committees Special Chair Retainer(1) Meeting Fees (per meeting): In Person Telephonic Restricted Stock Units(2) _____ (1) Includes...

  • Page 96
    ...and the benefit will continue for such members for the period of time our board member served on our board (including service on the Sprint Nextel board). This extension of the communication benefit is available to board members retiring after January 1, 2014. Deferred Compensation Plans We maintain...

  • Page 97
    ... to each of Sprint Nextel's outside directors on May 30, 2013 which were revalued based on the Company's closing stock price of $6.28 on July 11, 2013 after the SoftBank Merger. The grant date fair value is calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in...

  • Page 98
    ... to, all of the shares. Security Ownership of Directors and Executive Officers The following table states the number of shares of Sprint common stock beneficially owned as of February 17, 2014 by each director, named executive officer, and all directors and executive officers as a group. Except as...

  • Page 99
    ..., 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. Included in the total of 80,775,343 shares are 33,325,973 restricted stock units under the 2007 Plan, which will...

  • Page 100
    ... Parties - Approved by Sprint Nextel Corporation So long as SoftBank remains our controlling stockholder, our governing documents confer SoftBank certain rights. Our bylaws, as contemplated by the Merger Agreement, give SoftBank the ability to compose our board from July 10, 2013 through July 10...

  • Page 101
    ...Sprint and SoftBank signed an incremental rate change agreement on February 28, 2013, with a total transaction value of approximately $0.2 million. The term of this agreement was six months. This transaction was ratified by the Sprint Nextel board of directors. In March and April of 2013, a SoftBank...

  • Page 102
    ...and use a floor of SoftBank's leased offices at Two Circle Star Way in San Mateo, California for an executive briefing center and general office use. Over the five year initial sublease term, the Sprint party will pay approximately $8 million for rent, operating expenses and other services. SoftBank...

  • Page 103
    ...services in 2013 generally included accounting research, the audits of our employee benefit plans, internal control reviews and other attestation services. For professional audit-related services rendered to us, KPMG billed us a total of $1.3 million in 2012. Audit-related services in 2012 generally...

  • Page 104
    ...of internal control over financial reporting, the review of the consolidated financial statements, and the audits of certain subsidiaries for statutory reporting purposes, Deloitte billed us a total of $9.1 million. Audit-Related Fees For professional audit-related services rendered to us, generally...

  • Page 105
    ... Exhibits and Financial Statement Schedules The consolidated financial statements of Sprint Corporation filed as part of this report are listed in the Index to Consolidated Financial Statements. The consolidated financial statements of Clearwire Corporation through the date of acquisition filed as...

  • Page 106
    ... duly authorized. SPRINT CORPORATION (Registrant) By /s/ DANIEL R. HESSE Daniel R. Hesse Chief Executive Officer and President Date: February 24, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of...

  • Page 107
    ... of Contents SIGNATURES SPRINT CORPORATION (Registrant) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 24th day of February, 2014. /s/ MASAYOSHI SON...

  • Page 108
    ..., Liquidation or Succession 2.1** Agreement and Plan of Merger, dated as of July 27, 2009, by and among Sprint Nextel Corporation, Sprint Mozart, Inc. and Virgin Mobile USA, Inc. Agreement and Plan of Merger, dated as of October 15, 2012, by and among Sprint Nextel Corporation, SoftBank Corp...

  • Page 109
    ... 11, 2013, by and among Sprint Corporation, Sprint Capital Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.) Indenture, dated November 20, 2006, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust...

  • Page 110
    ... 20, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A. Eighth Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. Indenture, dated as...

  • Page 111
    ...thereto and JPMorgan Chase Bank, N.A., as administrative agent Incremental Amendment No. 2, dated as of February 10, 2014, to the Credit Agreement, dated as of February 28, 2013, among Sprint Communications, Inc. (f/k/a Sprint Nextel Corporation), the Subsidiary Guarantors party thereto, the Lenders...

  • Page 112
    .../2013 (10) Executive Compensation Plans and Arrangements 10.14 Form of Nonqualified Stock Option Agreement (Non-Affiliate Director Form) under the Nextel Amended and Restated Incentive Equity Plan Summary of 2007 Long-Term Incentive Plan Summary of 2008 Long-Term Incentive Plan Summary of 2009 Long...

  • Page 113
    ...stock units) under the 2010 Long-Term Incentive Plan for all other executive officers Form of Award Agreement (awarding stock options) under the 2011 Long-Term Incentive Plan for executive officers with Nextel employment agreements Form of Award Agreement (awarding stock options) under the 2011 Long...

  • Page 114
    ... Stock Option Exchange Program (for all other employees other than those with Nextel employment agreements) Amended and Restated Employment Agreement, effective December 31, 2008, by and between Daniel R. Hesse and Sprint Nextel Corporation Letter Agreement, dated May 4, 2012, by and between Sprint...

  • Page 115
    ... and Restated Employment Agreement, dated November 16, 2012, by and between Sprint Nextel Corporation and Daniel R. Hesse Employment Agreement, dated September 18, 2013, by and between Daniel R. Hesse and Sprint Corporation Daniel R. Hesse - Stock Option Retention Award Agreement Daniel R. Hesse...

  • Page 116
    ... Brandon Dow Draper Sign-On Award of Restricted Stock Units Employment Agreement, effective October 2, 2012, by and between Sprint Nextel Corporation and Jeffrey D. Hallock First Amendment to Employment Agreement, dated January 8, 2013, by and between Sprint Nextel Corporation and Jeffrey D. Hallock...

  • Page 117
    ... of Shares subject to RSUs (Outside Directors) Form of Indemnification Agreement between Sprint Nextel and its Directors and Officers Nextel Communications, Inc. Amended and Restated Incentive Equity Plan as of January 1, 2008 8-K 10-K 001-04721 001-04721 10.3 10.50 9/20/2013 2/27/2012 10...

  • Page 118
    ...Date Filed/Furnished Herewith 31.2 32.1 Certification of Chief Financial Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) Certification of Chief Executive Officer...* * * * * * _____ Filed or furnished, as required. Schedules and/or exhibits not filed will be furnished to the SEC ...

  • Page 119
    ... 191 days ended July 10, 2013 and years ended December 31, 2012 and 2011 Notes to the Consolidated Financial Statements Clearwire Consolidated Financial Statements Independent Auditor's Report Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of July 9, 2013 and...

  • Page 120
    ... financial statements, on July 10, 2013, SoftBank Corp. completed a merger with Sprint Communications, Inc. (formerly Sprint Nextel Corporation) by which Sprint Corporation was the acquiring company of Sprint Communications, Inc. and applied the acquisition method of accounting as of the merger date...

  • Page 121
    ... to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Sprint Corporation: We have audited the accompanying consolidated balance sheet of Sprint Communications, Inc. (formerly Sprint Nextel Corporation) and subsidiaries...

  • Page 122
    ... Financial Statements SPRINT CORPORATION CONSOLIDATED BALANCE SHEETS Successor December 31, 2013 2012 (in millions, except share and per share data) Predecessor December 31, 2012 ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts and notes receivable, net Device...

  • Page 123
    ... Days Ended December 31, 2012 191 Days Ended July 10, 2013 (in millions, except per share amounts) Predecessor Year Ended December 31, 2012 2011 Net operating revenues Net operating expenses: Cost of services and products (exclusive of depreciation and amortization included below) Selling, general...

  • Page 124
    ... to Consolidated Financial Statements SPRINT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Successor Year Ended December 31, 2013 87 Days Ended December 31, 2012 (in millions) 191 Days Ended July 10, 2013 2012 Predecessor Years Ended December 31, 2011 Cash flows from operating activities: Net...

  • Page 125
    ... to Consolidated Financial Statements SPRINT CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in millions) Predecessor Common Stock Shares Amount Paid-in Capital Treasury Shares Shares Amount Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Balance, December 31...

  • Page 126
    ... Stock Shares Amount Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Balance, October 5, 2012 Net loss (1) - $ - $ - 3,105 $ - (27) $ - $ - 3,105 (27) 32 Capital contribution by SoftBank Expenses incurred by SoftBank for the benefit of Sprint Balance...

  • Page 127
    ... Intangible Assets Long-Term Debt, Financing and Capital Lease Obligations Severance, Exit Costs and Asset Impairments Supplemental Financial Information Income Taxes Commitments and Contingencies Stockholders' Equity and Per Share Data Segments Quarterly Financial Data Related-Party Transactions...

  • Page 128
    ... Islands. The Wireline segment 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...

  • Page 129
    ... preliminary fair values at the time of the Clearwire Acquisition. The effects of the Clearwire Acquisition are included in the Predecessor period financial information and are therefore included in the allocation of the consideration transferred at the closing date of the SoftBank Merger. Note...

  • Page 130
    ...30 years for buildings and improvements and network equipment, site costs and related software and 3 to 12 years for non-network internal use software, office equipment and other. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the respective...

  • Page 131
    ... Financial Statements SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS changes, if any, related to management's strategic objectives, technological changes or obsolescence. Repair and maintenance costs and research and development costs are expensed as incurred. We capitalize costs...

  • Page 132
    ... hedge funds. The long-term expected rate of return on investment for funding purposes is 7.75% for 2014. Investments of the pension plan are measured at fair value on a recurring basis which is determined using quoted market prices or estimated fair values. As of December 31, 2013, 49% of the...

  • Page 133
    ..., late payment and early termination charges, and certain regulatory related fees, net of service credits. We generally recognize service revenues as services are rendered, assuming all other revenue recognition criteria are met. We recognize equipment revenue and corresponding costs of devices when...

  • Page 134
    .... The fair value of each restricted stock unit award is calculated using the share price at the date of grant. Restricted stock units generally have performance and service requirements or service requirements only with vesting periods ranging from one to three years. Employees and directors who are...

  • Page 135
    ... statements. Note 3. Significant Transactions Acquisition of Assets from U.S. Cellular On November 6, 2012, Sprint Communications entered into a definitive agreement with United States Cellular Corporation (U.S. Cellular) to acquire personal communications services (PCS) spectrum and subscribers...

  • Page 136
    ... equity awards for services provided in the pre-acquisition period(2) Total purchase price to be allocated _____ $ 3,681 3,251 59 6,991 $ (1) Equals the estimated fair value of Sprint Communications' previously-held equity interest in Clearwire valued at $4.40 per share, which represented an...

  • Page 137
    ... tower and spectrum leases acquired and the current market terms for those leases at the Clearwire Acquisition Date (see Note 7. Intangible Assets). Consolidated Statement of Comprehensive Loss for the period from July 10, 2013 to December 31, 2013 The following supplemental information presents the...

  • Page 138
    ..., SoftBank owns approximately 80% of the outstanding voting common stock of Sprint Corporation and other Sprint stockholders own the remaining approximately 20% as of December 31, 2013, which consisted of common shares issued pursuant to the Merger Agreement. Consideration Transferred The fair value...

  • Page 139
    ... estimated fair value is $3.2 billion. The difference is the estimated amount of Sprint Communication's allowance for doubtful accounts at the SoftBank Merger Date. Identifiable intangible assets acquired in the SoftBank Merger include the following: Estimated Fair Value Weighted Average Useful Life...

  • Page 140
    ... CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Pro Forma Financial Information The following unaudited pro forma consolidated results of operations assume that the SoftBank Merger and Clearwire Acquisition were completed as of January 1, 2012 for 2013 and 2012, respectively. Years Ended...

  • Page 141
    .... Summarized financial information for Clearwire for the periods preceding the Clearwire Acquisition is as follows: January 1 July 9, 2013 Years Ended December 31, 2012 (in millions) 2011 Revenues Operating expenses Operating loss Net loss from continuing operations before non-controlling interests...

  • Page 142
    ... totaling $49 million as of the Successor year ended December 31, 2013 and $45 million as of the Predecessor year ended December 31, 2012, respectively, are measured on a recurring basis using quoted prices in active markets. The estimated fair value of the majority of our current and long-term...

  • Page 143
    ... for the Predecessor and Successor periods were as follows: Successor December 31, 2013 (in millions) Predecessor December 31, 2012 Land Network equipment, site costs and related software Buildings and improvements Non-network internal use software, office equipment and other Construction in...

  • Page 144
    ... FINANCIAL STATEMENTS Note 7. Intangible Assets Indefinite-Lived Intangible Assets At December 31, 2013, we hold 1.9 GHz, 800 MHz, 900 MHz and 2.5 GHz FCC licenses authorizing the use of radio frequency spectrum to deploy our wireless services. As long as the Company acts within the requirements...

  • Page 145
    ... impact to our purchase price allocation could result in a change in the amount of goodwill reflected in these financial statements in future reporting periods. The determination of the estimated fair value of the wireless reporting unit requires significant estimates and assumptions. These...

  • Page 146
    ...FINANCIAL STATEMENTS Note 8. Long-Term Debt, Financing and Capital Lease Obligations Successor Interest Rates Maturities December 31, 2013 (in millions) Predecessor December 31, 2012 Notes Senior notes Sprint Corporation Sprint Communications, Inc. Sprint Capital Corporation Guaranteed notes Sprint...

  • Page 147
    ...), 2012 (Predecessor), and 2011 (Predecessor), respectively. Cash interest payments, net of amounts capitalized of $29 million, totaled $814 million during the Predecessor 191-day period ended July 10, 2013, respectively. Our weighted average effective interest rate related to our notes and credit...

  • Page 148
    ... guaranteed by Sprint Communications, Inc. Financing, Capital Lease and Other Obligations We have approximately 3,000 cell sites that we sold and subsequently leased back. Terms extend through 2021, with renewal options for an additional 20 years. These cell sites continue to be reported as part...

  • Page 149
    ... SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Future Maturities of Long-Term Debt, Financing Obligation and Capital Lease Obligations Aggregate amount of maturities for long-term debt, financing obligation and capital lease obligations outstanding as of December 31, 2013...

  • Page 150
    Table of Contents Index to Consolidated Financial Statements SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Predecessor December 31, 2011 Net Expense Cash Payments and Other December 31, 2012 Lease exit costs Severance costs Access exit costs _____ $ 58 21 - 79 $ 196 - 44 ...

  • Page 151
    ... revenues Accrued taxes Payroll and related Accrued interest Accrued capital expenditures Other Other liabilities Deferred rental income-communications towers Deferred rent Asset retirement obligations Unfavorable lease liabilities Post-retirement benefits and other non-current employee related...

  • Page 152
    ... FINANCIAL STATEMENTS Note 11. Income Taxes Income tax expense consists of the following: Successor Year Ended December 31, 2013 87 Days Ended December 31, 2012 (in millions) 191 Days Ended July 10, 2013 Predecessor Years Ended December 31, 2012 2011 Current income tax (expense) benefit Federal...

  • Page 153
    ... CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS income tax assets and liabilities as of December 31, 2013 and 2012, along with the income tax effect of each, were as follows: Successor (1) Predecessor December 31, 2012 Current (in millions) Long-Term December 31, 2013 Current Long-Term...

  • Page 154
    ... period. In addition, during the year ended December 31, 2012, a $69 million tax benefit was recorded as a result of the successful resolution of various state income tax uncertainties. During 2011, a $59 million expense was recorded as a result of the effect of changes in corporate state income...

  • Page 155
    ...SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Successor Year Ended December 31, 2013 191 Days Ended July 10, 2013 (in millions) 2012 Predecessor Years Ended December 31, 2011 Balance...

  • Page 156
    ... our financial position or results of operations. On April 19, 2012, the New York Attorney General filed a complaint alleging that Sprint Communications has fraudulently failed to collect and pay more than $100 million in New York sales taxes on receipts from its sale of wireless telephone services...

  • Page 157
    ... relating to the reconfiguration plan, even if those costs exceed $2.8 billion. As required under the terms of the Report and Order, a letter of credit has been secured to provide assurance that funds will be available to pay the relocation costs of the incumbent users of the 800 MHz spectrum. Total...

  • Page 158
    ..., 2013 is $100 million and is expected to be incurred over the term of the related lease agreements, which generally range from 15 to 30 years. Purchase Orders and Other Commitments We are a party to other commitments, which includes, among other things, service, spectrum, network equipment, devices...

  • Page 159
    ... any dividends on our common shares in 2013, 2012, or 2011. We are currently restricted from paying cash dividends by the terms of our revolving bank credit facility (See Note 8. Long-Term Debt, Financing and Capital Lease Obligations). Accumulated Other Comprehensive Income (Loss) The components of...

  • Page 160
    ... and wireless communications companies as well as cable and Internet service providers. Segment financial information is as follows: Predecessor Statement of Operations Information Corporate, Other and Eliminations (in millions) Wireless Wireline Consolidated 191 Days Ended July 10, 2013 Net...

  • Page 161
    ... SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Statement of Operations Information Wireless Wireline Corporate, Other and Eliminations (in millions) Consolidated 2012 Net operating revenues Inter-segment revenues(1) Total segment operating expenses Segment earnings...

  • Page 162

  • Page 163
    ... 191-day period ended July 10, 2013 consists of $652 million of severance and exit costs and $53 million of business combination fees paid to unrelated parties in connection with the transactions with SoftBank and Clearwire (included in our corporate segment and classified as selling, general and...

  • Page 164
    ... CONSOLIDATED FINANCIAL STATEMENTS Predecessor Operating Revenues by Service and Products Corporate, Other and (1) Eliminations (in millions) Wireless Wireline Consolidated 191 Days Ended July 10, 2013 Wireless services Wireless equipment Voice Data Internet Other Total net operating revenues...

  • Page 165
    (2) Wireless services related to the Wireless segment for the Predecessor year ended December 31, 2012 excludes $21 million of hurricane-related contra-revenue charges reflected in net operating revenues in our consolidated statement of comprehensive loss. F-45

  • Page 166
    ...Contents Index to Consolidated Financial Statements SPRINT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 15. Quarterly Financial Data (Unaudited) Predecessor Quarter 1st 2nd 3rd 4th (in millions, except per share amounts) 2012 Net operating revenues Operating loss Net loss Basic...

  • Page 167
    ... loss related to our agreement to purchase 4G services from Clearwire totaled $207 million for the Predecessor period from January 1, 2013 to the Clearwire Acquisition and $417 million and $405 million for the Predecessor years ended December 31, 2012 and 2011, respectively. SoftBank Related-Party...

  • Page 168
    ...financial statements, effective July 9, 2013, Sprint Communications, Inc. acquired all of the outstanding stock of Clearwire Corporation in a business combination accounted for as a purchase. As a result of the acquisition, Clearwire Corporation became a consolidated subsidiary of Sprint Corporation...

  • Page 169
    ... statements present fairly, in all material respects, the financial position of Clearwire Corporation and subsidiaries as of December 31, 2012 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2012, in conformity with accounting...

  • Page 170
    ... Index to Consolidated Financial Statements CLEARWIRE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 9, 2013 December 31, 2012 (In thousands, except par value) ASSETS Current assets: Cash and cash equivalents Short-term investments Restricted cash Accounts receivable, net of...

  • Page 171
    ... OPERATIONS 190 Days Ended July 9, 2013 Year ended December 31, 2012 (In thousands) 2011 Revenues $ Operating expenses: Cost of goods and services and network costs (exclusive of items shown separately below) Selling, general and administrative expense Depreciation and amortization Spectrum lease...

  • Page 172
    ... Index to Consolidated Financial Statements CLEARWIRE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS 190 Days Ended July 9, 2013 Year ended December 31, 2012 (In thousands) 2011 Net loss: Net loss from continuing operations Less: non-controlling interests in net...

  • Page 173
    ... Financial Statements CLEARWIRE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 190 Days Ended July 9, 2013 2012 (In thousands) Cash flows from operating activities: Net loss from continuing operations Adjustments to reconcile net loss to net cash used in operating activities...

  • Page 174
    Vendor financing obligations Capital lease obligations Class A common stock issued for repayment of long-term debt Repayment of long-term debt through issuances of Class A common stock $ $ $ $ (11,128 ) (38,998 ) - - $ $ $ $ (4,644 ) (31,585 ) 88,456 (88,456 ) $ $ $ $ (3,332 ) (8,182 ) - - ...

  • Page 175
    ... Consolidated Financial Statements CLEARWIRE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the 190 Days Ended July 9, 2013 and the Years Ended December 31, 2012 and 2011 Class A Common Stock Class B Common Stock Accumulated Other Comprehensive Income (Loss) Total...

  • Page 176
    ...wholesale partners. Sprint Acquisition On December 17, 2012, we entered into an agreement and plan of merger with Sprint Nextel Corporation, which we refer to as the Merger Agreement, pursuant to which Sprint Nextel Corporation agreed to acquire all of the outstanding shares of Clearwire Corporation...

  • Page 177
    ..., Long Term Evolution, which we refer to as LTE, network and the use of additional spectrum not specified in the 2011 November 4G MVNO Amendment. As a wholly-owned subsidiary of Sprint, to the extent we are not able to fund our business through our retail and wholesale revenue streams, we expect to...

  • Page 178
    ... including market price, investment ratings, the financial condition and near-term prospects of the issuer, the length of time and the extent to which the fair value has been less than the cost basis, and our intent and ability to hold the investment until maturity or for a period of time sufficient...

  • Page 179
    ... fair value. In addition, changes in market conditions may reduce the availability and reliability of quoted prices or observable data. See Note 11, Fair Value, for further information. Accounts Receivable - Accounts receivables are stated at amounts due from subscribers and our wholesale partners...

  • Page 180
    ...for internal use has generally been enterprise-level business and finance software customized to meet specific operational needs. Costs incurred in the application development phase are capitalized and amortized over the useful life of the software once the software has been placed in service, which...

  • Page 181
    ... to concentration of credit risk. Sprint, our major wholesale customer, accounts for substantially all of our wholesale revenues to date, and comprises approximately 36% of total revenues during the 190 days ended July 9, 2013 and the years ended December 31, 2012 and 2011. Revenue consisted of the...

  • Page 182
    ...based pricing for WiMAX services after 2013 and for LTE service beginning in 2012. In 2011, revenues from wholesale subscribers were billed one month in arrears and were generally recognized as they are earned, based on terms defined in our commercial agreements with our wholesale partners. For 2011...

  • Page 183
    ... Financial Statements CLEARWIRE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(CONTINUED) Spain. Associated results of operations for the years ended December 31, 2012 and 2011 are separately reported as discontinued operations. Summarized financial information...

  • Page 184
    ... $ 190 Days Ended July 9, 2013 2,019,326 $ 2,259,004 Year Ended December 31, 2012 2011 Supplemental information (in thousands): Capitalized interest Depreciation expense $ $ 6,751 362,777 $ $ 6,598 749,765 $ $ 18,823 665,344 We have entered into lease arrangements related to our network...

  • Page 185
    ... 190 days ended July 9, 2013 and the years ended December 31, 2012 and 2011 (in thousands): 190 Days Ended July 9, 2013 Abandonment of network projects no longer meeting strategic network plans Abandonment of network projects associated with terminated leases Abandonment of corporate projects Total...

  • Page 186
    ... including expected renewal terms, as applicable. Favorable spectrum leases of $1.0 billion were recorded as an asset as a result of purchase accounting in November 2008 and are amortized over the lease term. 190 Days Ended July 9, 2013 Year Ended December 31, 2012 2011 Supplemental Information (in...

  • Page 187
    ... Statements CLEARWIRE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(CONTINUED) Remainder of 2013 2014 2015 2016 2017 Thereafter Total 190 Days Ended July 9, 2013 $ 5,822 7,740 3,874 329 329 110 18,204 $ Year Ended December 31, 2012 2011 Supplemental Information...

  • Page 188
    ... using the federal statutory rates is reconciled to the reported effective income tax rate as follows: For the 190 Days Ended July 9, 2013 Year Ended December 31, 2012 2011 Federal statutory income tax rate State income taxes (net of federal benefit) Non-controlling interest Basis adjustments...

  • Page 189
    ... to expire between 2015 and 2017. Our U.S. federal NOL carry-forwards and capital loss carry-forwards in total are subject to the annual limitations imposed under Section 382 of the Internal Revenue Code. We currently do not project that the Company will generate capital gain income to utilize the...

  • Page 190
    ... 382 of the Internal Revenue Code, that if met, would limit the annual utilization of any pre-change in control NOL carry-forward as well as the ability to use certain unrealized built in losses as future tax deductions. We believe that the Sprint Acquisition, which occurred on July 9, 2013, when...

  • Page 191
    ... TO CONSOLIDATED FINANCIAL STATEMENTS -(CONTINUED) 9. Long-term Debt, Net Long-term debt at July 9, 2013 and December 31, 2012 consisted of the following (in thousands): July 9, 2013 Interest Rates Effective (1) Rate Maturities Par Amount Net Discount Carrying Value Notes: 2015 Senior Secured Notes...

  • Page 192
    ... Carrying Value Notes: 2015 Senior Secured Notes 2016 Senior Secured Notes Second-Priority Secured Notes Exchangeable Notes Vendor Financing Notes(3) Capital lease obligations(3) Total debt, net Less: Current portion of Vendor Financing Notes and capital lease obligations(4) Total long-term debt...

  • Page 193
    ... Statements CLEARWIRE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(CONTINUED) substantially all of our assets; entering transactions with affiliates; creating liens; issuing certain preferred stock or similar equity securities and making investments and acquiring...

  • Page 194
    ... Agreement for Clearwire Class A common stock or Clearwire Class B common stock and Clearwire Communications Class B common units at the applicable exchange rate at any time prior to the maturity date after July 9, 2013. The applicable exchange rate is 666.67 shares of Clearwire Class A common stock...

  • Page 195
    ... the leased equipment Future Payments - For future payments on our long-term debt see Note 12, Commitments and Contingencies. Interest Expense - Interest expense included in our consolidated statements of operations for the 190 days ended July 9, 2013, and the years ended December 31, 2012 and 2011...

  • Page 196
    ...Stock, have a notional amount of 88.9 million shares at July 9, 2013 and December 31, 2012 and mature in 2040. We do not apply hedge accounting to the Exchange Options. Therefore, gains and losses due to changes in fair value are reported in our consolidated statements of operations. At July 9, 2013...

  • Page 197
    ... valuation hierarchy at December 31, 2012 (in thousands): Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Financial assets: Cash and cash equivalents Short-term investments Other assets - derivative...

  • Page 198
    ... Sprint Notes. We use a market approach, benchmarking the price of the Sprint Notes to our Exchangeable Notes, adjusting for differences in critical terms such as tenor and strike price of the options as well as liquidity. To estimate the fair value of the Vendor Financing Notes, we used an income...

  • Page 199
    ... Notes beyond the expected repayment in 2017. Payments include $41.3 million representing interest. Expense recorded related to spectrum and operating leases was as follows (in thousands): 190 days ended July 9, 2013 Year ended December 31, 2012 2011 Spectrum lease expense Operating lease expense...

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    ..., significant settlement costs and/or unfavorable damage awards. Throughout the legal proceedings disclosure, we use the terms Clearwire and the Company to refer to Clearwire Corporation, Clearwire Communications LLC, Clear Wireless LLC and its subsidiaries. Consumer and Employment Purported Class...

  • Page 201
    ... Clearwire's advertisements of "no speed cap" and "unlimited data" are false and misleading. Plaintiff alleges Clearwire has breached its contracts with customers by not delivering the Internet service as advertised. Plaintiff also claims slow data speeds are due to Clearwire's network management...

  • Page 202
    ...are expected to have a material effect on our business, financial condition or results of operations. 13. Share-Based Payments As of July 9, 2013, there were 25,226,048 shares available for grant under the Clearwire Corporation 2008 Stock Compensation Plan, which we refer to as the 2008 Plan, which...

  • Page 203
    ... the 190 day period ended July 9, 2013, and the years ended 2012 and 2011 is presented below: WeightedAverage Grant Price Future Performance and Service Required Future Service Required Restricted Stock Units Future Performance and Service Required Future Service Required Fair Value (In Millions...

  • Page 204
    ... CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(CONTINUED) A summary of option activity from January 1, 2011 through July 9, 2013 is presented below: WeightedAverage Remaining Contractual Term (Years) Number of Options WeightedAverage Exercise Price Options outstanding...

  • Page 205
    ...total fair value of options vested during the 190 days ended July 9, 2013 and the years ended December 31, 2012 and 2011 was $0.5 million, $0.7 million and $6.6 million, respectively. The total unrecognized share based compensation costs related to nonvested stock options outstanding at July 9, 2013...

  • Page 206
    ... number of shares of Class B Common Stock for an equal number of shares of Class A Common Stock pursuant to the Amended and Restated Operating Agreement dated as of November 28, 2008 governing Clearwire Communications. At July 9, 2013, prior to consideration of the Sprint Acquisition, Sprint...

  • Page 207
    ... the effects of the changes in Clearwire's ownership interests in Clearwire Communications (in thousands): 190 Days ended July 9, 2013 Year ended December 31, 2012 2011 Clearwire's loss from equity investees Increase/(decrease) in Clearwire's additional paid-in capital for issuance or conversion...

  • Page 208
    ... their respective end user subscribers. We sell these services at terms defined in our contractual agreements. The following amounts for related party transactions are included in our consolidated financial statements (in thousands): July 9, 2013 December 31, 2012 Accounts receivable Prepaid assets...

  • Page 209
    ...non-standard network services. We sell these services at prices defined in the 4G MVNO Agreement. Sprint Wholesale Relationship Under the November 2011 4G MVNO Amendment, Sprint is paying us a fixed amount for unlimited 4G mobile WiMAX services for resale to its retail subscribers in 2013, a portion...

  • Page 210
    ...subscribers. Pricing is specified in separate product attachments for each type of service; in general, the pricing is based on the mid-point between fair market value of the service and the Sprint Entities' fully allocated cost for providing the service. The term of the Master Agreement for Network...

  • Page 211
    ... financial statements for all periods presented subsequent to the Acquisition Date. This resulted in a new basis of presentation based on the estimated fair values of our assets and liabilities for the successor period beginning as of the day following the consummation of the merger. Long-term...

  • Page 212
    ...to as the Management Company, whereas the Management Company will provide certain services to Clearwire Corporation, the parent company to Clearwire Communications, and its subsidiaries for a stated management fee based on a schedule as set forth in the agreement. No fees are due in 2013. On July 19...

  • Page 213
    ... Agent and the Assuming Lender named therein. "Incremental Agreement No. 2 Effective Date" has the meaning assigned to such term in Incremental Agreement No. 2. (b) The definition of "Revolving Credit Commitment" set forth in Section 1.1 of the Credit Agreement is hereby amended by adding at the end...

  • Page 214
    ... the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Agreement No. 2; (ii) agrees that it will, independently and without reliance upon the Administrative Agent...

  • Page 215
    ... law). (b) The execution, delivery and performance of this Incremental Agreement No. 2 by each Obligor, the borrowings under the Amended Credit Agreement and the use of the proceeds thereof will not violate any laws, regulations, policies and orders of any Governmental Authority applicable to it (or...

  • Page 216
    ... conditions to this Incremental Agreement No. 2 set forth in Section 2.08(d) have been satisfied. (f) Opinions. The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Incremental No. 2 Effective Date) of Jones Day...

  • Page 217
    ... BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 15. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution...

  • Page 218
    ... Incremental Agreement No. 2 to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. SPRINT COMMUNICATIONS, INC., as Borrower By: /s/ Greg D. Block Name: Greg D. Block Title: Vice President and Treasurer [Incremental Agreement No...

  • Page 219
    ... its General Partner By: /s/ Greg D. Block Name: Greg D. Block Title: Vice President and Treasurer PHILLIECO EQUIPMENT AND REALTY COMPANY, L.P. By: PhillieCo Sub, L.P., its General Partner By: /s/ Greg D. Block Name: Greg D. Block Title: Vice President and Treasurer C FON CORPORATION UNITED...

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    EACH OF THE OTHER "SUBSIDIARY GUARANTORS" LISTED ON ANNEX A ATTACHED HERETO By: /s/ Greg D. Block Name: Greg D. Block Title: Vice President and Treasurer [Incremental Agreement No. 2]

  • Page 221
    ... Dial Call Midwest, Inc. Domestic USF Corp. EQF Holdings, LLC FCI 900, Inc. G & S Television Network, Inc. Georgia PCS Leasing, LLC Georgia PCS Management, L.L.C. Gulf Coast Wireless Limited Partnership Helio LLC Independent Wireless One Corporation Independent Wireless One Leased Realty Corporation...

  • Page 222
    .... Nextel Finance Company Nextel License Acquisition Corp. Nextel License Holdings 1, Inc. Nextel License Holdings 2, Inc. Nextel License Holdings 3, Inc. Nextel License Holdings 4, Inc. Nextel of California, Inc. Nextel of New York, Inc. Nextel of Texas, Inc. Nextel Operations, Inc. Nextel Partners...

  • Page 223
    ... PCS, L.P. Sprint Asian American, Inc. Sprint Capital Corporation Sprint Communications Company L.P. Sprint Communications Company of New Hampshire, Inc. Sprint Communications Company of Virginia, Inc. Sprint Corporation Sprint Corporation (Inactive) Sprint Credit General, Inc. Sprint Credit...

  • Page 224
    ... LLC Sprint International Communications Corporation Sprint International Holding, Inc. Sprint International Incorporated Sprint International Network Company LLC Sprint Iridium, Inc. Sprint Licensing, Inc. Sprint Mexico, Inc. Sprint Nextel Aviation, Inc. Sprint Nextel Holdings (ME) Corp. Sprint PCS...

  • Page 225
    ... Equipment Leasing Company, Inc. Unrestricted Subsidiary Funding Company Unrestricted UMTS Funding Company US Telecom of New Hampshire, Inc. US Telecom, Inc. US Unwired Inc. USST of Texas, Inc. UT Transition Corporation Utelcom, Inc. Velocita Wireless Holding Corp. Velocita Wireless Holding, LLC...

  • Page 226
    ...Address for Notices: For operational matters: Mizuho Bank, Ltd. 1800 Plaza Ten Jersey City, NJ 07311 Attention: Nicole Ferrara Telephone: (201) 626-9341 Facsimile: (201) 626-9941 Email: [email protected] For all other matters: Mizuho Bank, Ltd. 1251 Avenue of the Americas New York, New York...

  • Page 227
    JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Tina Ruyter Name: Tina Ruyter Title: Executive Director

  • Page 228
    ...78 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of October 2, 2012 (the "Effective Date"), by and between Sprint Nextel Corporation, a Kansas corporation (the "Company") on behalf of itself and any of its subsidiaries, affiliates and related entities...

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  • Page 230
    ...Executive. (a) The Executive shall serve as Senior Vice President of Marketing, and agrees to serve as an officer of any enterprise and/or agrees to be an employee of any Subsidiary as may be requested from time to time by the Board of Directors of the Company (the "Board"), any committee or person...

  • Page 231
    ...shall make available to the Executive, subject to the terms and conditions of the applicable plans, participation for the Executive and his eligible dependents in: (i) Company-sponsored group health, major medical, dental, vision, pension and profit sharing, 401(k) and employee welfare benefit plans...

  • Page 232
    ... any Employee Plans with respect to future periods after the date of such termination or resignation except for the right to receive accrued but unpaid cash compensation and vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law. (b) Termination...

  • Page 233
    ... date of termination of employment, payable in accordance with the Company's normal payroll practices and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law, and (2) conditioned upon the Executive executing a Release within the Release...

  • Page 234
    ... date that the Executive becomes eligible to receive comparable benefits from a new employer; (iv) continue for the Payment Period participation in the Company's employee life insurance plans at thenexisting participation and coverage levels, comparable to the terms in effect from time to time for...

  • Page 235
    ... the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law. (e) Termination by Disability. If the Executive becomes Disabled prior to the expiration of the Employment Term, the Executive's employment...

  • Page 236
    ... by any earnings that the Executive may receive from any other source. The Executive's coverage under the Company's medical, dental, vision and employee life insurance plans will terminate as of the date that the Executive is eligible for comparable benefits from a new employer. The Executive shall...

  • Page 237
    ... shall execute any statements or affirmations of compliance under oath that the Company may require. (d) The Executive further agrees that his obligation not to disclose or to use information and materials of the types set forth in Sections 10(a), 10(b) and 10(c) Hallock Employment Agreement Page...

  • Page 238
    ... Company Group has become, through no fault of the Executive, generally known to the public. In the event that the Executive is required by law, regulation, or court order to disclose any of the Company Group's Proprietary Information, the Executive will promptly notify the Company prior to making...

  • Page 239
    ... identities of Competitors may change over time. The Executive further acknowledges and agrees that the Company Group markets its products and services on a nationwide basis, encompassing the Territory and that the restrictions imposed by this covenant, Hallock Employment Agreement Page 11 of 25

  • Page 240
    ... employees of the Company Group to personnel or agents employed by competitors, suppliers or customers of the Company Group, and (iv) initiating communications with any person or entity relating to a possible Change in Control. 13. Developments. (a) The Executive acknowledges and agrees that...

  • Page 241
    ... employment with the Company, whether or not during normal working hours or on the premises of the Company (all of the foregoing of which are collectively referred to in this Agreement as "Developments"). (b) The Executive further agrees to assign and does hereby assign to the Company (or any person...

  • Page 242
    ...the Company's obligation to pay any remaining severance compensation and benefits that has not already been paid to Executive pursuant to Section 9 shall be terminated and within ten days of notice of such termination of payment, the Executive shall return all severance compensation and the value of...

  • Page 243
    ...where the Executive worked during the six months immediately prior to the request for arbitration if that location is in Kansas or Virginia, and if not, the location will be Kansas, unless the Parties agree otherwise. (b) The Parties agree that each will bear their own costs and attorneys' fees. The...

  • Page 244
    ... mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express or UPS, addressed to the Company (to the attention of the General Counsel of the Company) at its principal executive offices...

  • Page 245
    ...or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with...

  • Page 246
    ... of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee...

  • Page 247
    ...such Section by the U.S. Department of Treasury or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with the Agreement is guaranteed, and the Executive shall be responsible for...

  • Page 248
    ... for his personal benefit or in connection with his duties for the Company or any Subsidiary; (viii) (ix) current alcohol or prescription drug abuse affecting work performance; current illegal use of drugs; or (x) violation of the Company's Code of Conduct, with written notice of termination by the...

  • Page 249
    ...Plan. "Chief Executive Officer" has the meaning set forth in Section 3(a). (j) "CIC Severance Plan" means the Company's Change in Control Severance Plan, as may be amended from time to time, or any successor plan, program or arrangement thereto. (k) "CIC Severance Protection Period" has the meaning...

  • Page 250
    ... medical doctor agreed to by the Company and the Executive. The costs of such qualified medical doctor shall be paid for by the Company. (t) (u) (v) (w) "Effective Date" has the meaning set forth in the preamble. "Employee Plans" has the meaning set forth in Section 5(a). "Employment Term" means the...

  • Page 251
    ... Information" has the meaning set forth in Section 10(a)(i). (kk) "Release" means a release of claims in a form provided to the Executive by the Company in connection with the payment of benefits under this Agreement. (ll) "Release Consideration Period" means the period of time pursuant to the terms...

  • Page 252
    ... Treasury Regulation Section 1.414(c)-2. (qq) "Separation Plan" means the Company's Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto. (rr) "Specified Employee" shall mean an Executive...

  • Page 253
    ... WHEREOF, the Company has caused this Agreement to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above. SPRINT NEXTEL CORPORATION By: /s/ Sandra J. Price Sandra J. Price Sr. Vice President - Human...

  • Page 254
    ... to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Amendment, as of the date set forth above. SPRINT NEXTEL CORPORATION EXECUTIVE /s/ Sandra Price /s/ Jeffrey D. Hallock By: Sandra J. Price, JEFFREY D. HALLOCK Senior Vice President, Human...

  • Page 255
    ... serves as Vice President - Finance Network and IT; and WHEREAS, Employer entered into this Agreement to provide severance and other benefits for Executive and obtain Executive's agreements regarding confidentiality and post-employment restrictive covenants for Employer; WHEREAS, Executive agreed to...

  • Page 256
    ... to vacation pay and other benefits applicable to employees generally, each as may from time to time be established, amended or terminated. In addition, Executive (a) was awarded an option to purchase 10,000 shares of common stock as set forth in a stock option agreement of even-date herewith...

  • Page 257
    ... Severance Period any executive medical, dental, life and qualified and non-qualified retirement benefits which the Executive was receiving or was entitled to receive at the time of termination, except that long term disability and short term disability benefits cease on the last day worked; (e) to...

  • Page 258
    ... termination of Executive's employment by either Voluntary Resignation, Termination for Cause (as those terms are defined in this Section 6), or Total Disability, as that term is defined in the Long Term Disability Plan, Executive shall have no right to compensation, severance pay or other benefits...

  • Page 259
    ...-board reductions similarly affecting all officers of Sprint Corporation). 8. Effect of Change in Control. In the event that within one year of a Change in Control (as that term is defined in this Section 8) Executive's employment is terminated: -5Schieber Special Compensation Agreement 12.19.2008

  • Page 260
    ... a Change in Control for this Agreement and the related Stock Option Agreement. A member of the Board of Directors of Sprint shall be an "incumbent member" if such individual is as of the date of the Original Agreement or at the beginning of the applicable two consecutive year period a member of...

  • Page 261
    ... research and development; business plans; sales forecasts; personnel information, including the identity of other employees of Employer, their responsibilities, competence, abilities, and compensation; pricing and financial information; current and prospective customer lists and information...

  • Page 262
    ... related to long distance, local telecommunications or wireless services and provided that such position does not require or permit the disclosure or use of Confidential Information. 13. Inducement of Other Employees. For an eighteen (18) month period following termination of employment, Executive...

  • Page 263
    ... the SPRINT UNITED EMPLOYEE AGREEMENT REGARDING PROPERTY RIGHTS AND BUSINESS PRACTICES which the Executive has signed and by which Executive continues to be bound. Notwithstanding the foregoing, if Executive is a Participant (as that term is defined in Sprint's Change in Control Severance Plan, as...

  • Page 264
    ... mail, postage prepaid, for delivery as certified mail, return receipt requested, addressed, in any case to the party at the following address(es) or telecopy numbers: If to Executive: Paul W. Schieber 12909 Richards St. Overland Park, KS 66213 -10Schieber Special Compensation Agreement 12.19.2008

  • Page 265
    If to Employer: Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, KS 66251 Attention: Corporate Secretary or to such other address(es) or telecopy number(s) as any party may designate by Written Notice in the aforesaid manner. 23. Governing Law. This Agreement shall be governed by, and ...

  • Page 266
    ... WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date above set forth. EXECUTIVE SPRINT NEXTEL CORPORATION /s/ Paul W. Schieber, Jr. Paul W. Schieber By: /s/ Sandra J. Price -12Schieber Special Compensation Agreement 12.19.2008 (Back To Top) Section 6: EX-10...

  • Page 267
    ...Special Compensation and Post Employment Restrictive Covenants made and entered into as of December 31, 2008 by and between Sprint Nextel Corporation ("Sprint") and PAUL W. SCHIEBER (the "Agreement") is entered into on this 11th day of December, 2012. Certain capitalized terms shall have the meaning...

  • Page 268
    ... Amendment to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Amendment, as of the date set forth above. SPRINT NEXTEL CORPORATION /s/ Sandra J. Price By: Sandra J. Price, Senior Vice President, Human Resources EXECUTIVE /s/ Paul W. Schieber, Jr...

  • Page 269
    ... 87 Days Ended December 31, 2012 191 Days Ended July 10, 2013 (in millions) 2012 Predecessor Years Ended December 31, 2011 2010 2009 Earnings (loss): (Loss) income from continuing operations before income taxes Equity in losses of unconsolidated investments, net Fixed charges Interest capitalized...

  • Page 270
    Alamosa Wisconsin Limited Partnership Alda Wireless Holdings, LLC American PCS Communications, LLC American PCS, L.P. American Personal Communications Holdings, Inc. American Telecasting Development, LLC American Telecasting of Anchorage, LLC American Telecasting of Bend, LLC American Telecasting of...

  • Page 271
    ... LLC Clear Management Services LLC Clear Partner Holdings LLC Clear Wireless LLC Clearwire Communications LLC Clearwire Corporation Clearwire Europe B.V. Clearwire Europe S.a.r.l. Clearwire Finance, Inc. Clearwire Hawaii Partners LLC Clearwire Hawaii Partners Spectrum, LLC Clearwire International...

  • Page 272
    ... Leased Realty Corporation iPCS Equipment, Inc. iPCS Wireless, Inc. iPCS, Inc. IWO Holdings, Inc. Kennewick Licensing, LLC LCF, Inc. Los Angeles MDS Company, Inc. Louisiana Unwired, LLC Machine License Holding, LLC MinorCo, L.P. NCI 700, Inc. NCI 900 Spectrum Holdings, Inc. New York MDS, Inc. Nextel...

  • Page 273
    ... Partners, Inc. Nextel Retail Stores, LLC Nextel South Corp. Nextel Systems Corp. Nextel Unrestricted Relocation Corp. Nextel West Corp. Nextel West Services, LLC Nextel WIP Corp. Nextel WIP Expansion Corp. Nextel WIP Expansion Two Corp. Nextel WIP Lease Corp. Nextel WIP License Corp. Northern PCS...

  • Page 274
    ... Sprint Communications Company of Virginia, Inc. Sprint Communications, Inc. (formerly Sprint Nextel Corporation) Sprint Corporation Sprint Corporation (Inactive) Sprint Credit General, Inc. Sprint Credit Limited, Inc. Sprint eBusiness, Inc. Sprint Enterprise Mobility, Inc. Sprint Enterprise Network...

  • Page 275
    ... Sprint Spectrum Holding Company, L.P. Sprint Spectrum L.P. Sprint Spectrum Realty Company, L.P. Sprint TELECENTERs, Inc. Sprint Telecom India Private Limited Sprint Telephony PCS, L.P. Sprint Ventures, Inc. Sprint Wavepath Holdings, Inc. Sprint WBC of New York, Inc. Sprint/United Management Company...

  • Page 276
    ... UbiquiTel Leasing Company UbiquiTel Operating Company UCOM, Inc. United Telecommunications, Inc. Unrestricted Extend America Investment Corp. Unrestricted Subscriber Equipment Leasing Company, Inc. Unrestricted Subsidiary Funding Company Unrestricted UMTS Funding Company US Telecom of New Hampshire...

  • Page 277
    ... ended July 10, 2013 and each of the years in the two-year period ended December 31, 2012, which report appears in the December 31, 2013 annual report on Form 10-K of Sprint Corporation. Sprint Communications, Inc. adopted accounting guidance regarding the presentation of the consolidated statement...

  • Page 278
    ... acquiring company of Sprint Communications, Inc. and applied the acquisition method of accounting as of the merger date) appearing in the Annual Report on Form 10-K of Sprint Corporation for the year ended December 31, 2013. /s/ DELOITTE & TOUCHE LLP Kansas City, Missouri February 24, 2014 (Back...

  • Page 279
    ...report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 3. 4. Date: February 24, 2014 /s/ Daniel R. Hesse Daniel R. Hesse Chief Executive Officer...

  • Page 280
    ... 2002 In connection with the annual report of Sprint Corporation (the "Company") on Form 10-K for the period ended December 31, 2013, as filed with the Securities and Exchange Commission (the "Report"), I, Daniel R. Hesse, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350...

  • Page 281
    ... Act of 2002 In connection with the annual report of Sprint Corporation (the "Company") on Form 10-K for the period ended December 31, 2013, as filed with the Securities and Exchange Commission (the "Report"), I, Joseph J. Euteneuer, Chief Financial Officer of the Company, certify, pursuant to 18...

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