Obligation Sprint 7.625% ( US85207UAJ43 ) en USD

Sprint

99.75 % ⇌

Etas-Unis

US85207UAJ43 ( en USD )

7.625% par an ( paiement semestriel )

14/02/2025

Prospectus brochure de l'obligation Sprint US85207UAJ43 en USD 7.625%, échéance 14/02/2025

2 000 USD

1 500 000 000 USD

85207UAJ4

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

15/08/2024 ( Dans 113 jours )

L'Obligation émise par Sprint ( Etas-Unis ) , en USD, avec le code ISIN US85207UAJ43, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2025

L'Obligation émise par Sprint ( Etas-Unis ) , en USD, avec le code ISIN US85207UAJ43, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Sprint ( Etas-Unis ) , en USD, avec le code ISIN US85207UAJ43, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d867621d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202170
333-202170-01
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
maximum
maximum
Title of each class of
to be
offering price
aggregate
Amount of
securities to be registered

registered

per unit

offering price
registration fee(1)
7.625% Notes due 2025
$1,500,000,000
100%
$1,500,000,000
$174,300
Guarantee of 7.625% Notes due 2025

--

--

--

-- (2)

(1)
Calculated pursuant to Rule 457(r) of the Securities Act of 1933 and relates to the Registration Statement on Form S-3 (No. 333-202170)
filed by Sprint Corporation on February 19, 2015.
(2)
Pursuant to Rule 457(n) of the Securities Act of 1933 no separate fee is payable for the guarantee.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated February 19, 2015)
$1,500,000,000

Sprint Corporation
7.625% Notes due 2025

We are offering $1,500,000,000 aggregate principal amount of 7.625% notes due 2025, which we refer to as the notes. The notes will mature on February 15, 2025. We will
pay interest on the notes on February 15 and August 15 of each year, beginning August 15, 2015. Interest on the notes will accrue from February 24, 2015. We may redeem the notes, in
whole or in part, at any time and from time to time prior to November 15, 2024 (the date three months prior to maturity) at the make-whole redemption price determined as described
herein, together with accrued and unpaid interest, if any, to but excluding the redemption date. In addition, we may redeem the notes, in whole or in part, at any time and from time to
time on or after November 15, 2024 at 100% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date. If a change of control triggering
event as described under the heading "Description of Notes--Repurchase of the notes upon a Change of Control Triggering Event" occurs, we will be required to offer to purchase the
notes in cash from the holders at a price equal to 101% of their aggregate principal amount, plus accrued but unpaid interest to, but not including, the date of repurchase.
The notes will be fully and unconditionally guaranteed on a senior unsecured basis by our wholly-owned subsidiary, Sprint Communications, Inc. The notes will be our
general unsecured senior obligations and rank equally with our existing and future unsecured senior indebtedness. The guarantee of Sprint Communications, Inc. will be a general
unsecured obligation of Sprint Communications, Inc. and rank equally with its existing and future unsecured senior indebtedness. The notes will be structurally subordinated to the
indebtedness (including guarantees) and other liabilities (including trade payables) of our subsidiaries (other than Sprint Communications, Inc.), as well as effectively subordinated to our
secured indebtedness to the extent of the value of the assets securing such debt.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-3 of this prospectus supplement, as well as the risks
described in "Item 1A. Risk Factors" of our Transition Report on Form 10-K for the three-month transition period ended March 31, 2014, which we incorporate into this
prospectus supplement by reference.

Per

Note
Total

Public offering price (1)
100% $1,500,000,000
Underwriting discount
1.25% $
18,750,000
Proceeds (before expenses) to us (1)
98.75% $1,481,250,000
(1) Plus accrued interest from February 24, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear
Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about February 24, 2015.

http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
Joint Book-Running Managers

Citigroup
BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan
Barclays Credit Agricole CIB

Credit Suisse

Deutsche Bank Securities

Mizuho Securities
MUFG

RBC Capital Markets

Scotiabank

SMBC Nikko
Senior Co-Manager
Wells Fargo Securities
Co-Manager
The Williams Capital Group, L.P.

The date of this prospectus supplement is February 19, 2015
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

WHERE YOU CAN FIND MORE INFORMATION
S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-iv
SUMMARY OF THE OFFERING
S-1
RISK FACTORS
S-3
RATIO OF EARNINGS TO FIXED CHARGES
S-8
USE OF PROCEEDS
S-9
DESCRIPTION OF NOTES
S-10
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-24
UNDERWRITING
S-29
EXPERTS
S-34
LEGAL MATTERS
S-34
PROSPECTUS

ABOUT SPRINT CORPORATION

1
WHERE YOU CAN FIND MORE INFORMATION

1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

2
RISK FACTORS

5
RATIO OF EARNINGS TO FIXED CHARGES

6
USE OF PROCEEDS

7
DESCRIPTION OF SPRINT COMMON STOCK

8
DESCRIPTION OF SPRINT PREFERRED STOCK

14
DESCRIPTION OF DEPOSITARY SHARES

15
DESCRIPTION OF DEBT SECURITIES AND SPRINT COMMUNICATIONS GUARANTEE

18
DESCRIPTION OF WARRANTS

30
DESCRIPTION OF PURCHASE CONTRACTS

32
DESCRIPTION OF UNITS

33
DESCRIPTION OF SUBSCRIPTION RIGHTS

34
EXPERTS

35
LEGAL MATTERS

36

http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The
second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. You should read the
entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under
"Where You Can Find More Information" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only
as of the respective dates of those documents in which the information is contained. Our business, financial condition, results of operations and
prospects may have changed since those dates.
Unless otherwise specified or unless the context requires otherwise, all references in this prospectus supplement to the "Company,"
"issuer," "Sprint," "we," "us," "our" or similar references mean Sprint Corporation and its consolidated subsidiaries and all references to "Sprint
Communications" mean Sprint Communications, Inc. excluding its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy materials
filed with the Securities and Exchange Commission (the "SEC") at the SEC's public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at (800) SEC-0330 or (202) 942-8090 for further information on the public reference room. The SEC also maintains an
Internet website that contains reports, proxy statements and other information regarding issuers, including us, who file electronically with the SEC.
The address of that site is www.sec.gov. The information contained on the SEC's website is expressly not incorporated by reference into this
prospectus supplement, other than documents that we file with the SEC that are incorporated by reference in this prospectus supplement.
This prospectus supplement and the accompanying prospectus contain summaries of provisions contained in some of the documents
discussed in this prospectus supplement, but reference is made to the actual documents for complete information. All of the summaries are
qualified in their entirety by reference to the actual documents. Copies of some of the documents referred to in this prospectus supplement have
been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus supplement and the
accompanying prospectus are a part. If any contract, agreement or other document is filed or incorporated by reference as an exhibit to the
registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Do not rely on or
assume the accuracy of any representation or warranty in any agreement that we have filed or incorporated by reference as an exhibit to the
registration statement because such representation or warranty may be subject to exceptions and qualifications contained in separate disclosure
schedules, may have been included in such agreement for the purpose of allocating risk between the parties to the particular transaction, and may
no longer continue to be true as of any subsequent date.
Incorporation of Documents by Reference
The SEC allows us to incorporate by reference information into this prospectus supplement. This means we can disclose information to
you by referring you to another document we filed with the SEC. We will make those documents available to you without charge upon your oral or
written request. Requests for those documents

S-ii
Table of Contents
should be directed to Sprint Corporation, 6200 Sprint Parkway, Overland Park, Kansas 66251, Attention: Investor Relations, telephone: 800-259-
3755.
This prospectus supplement incorporates by reference the following documents that we have filed with the SEC but have not included or
delivered with this prospectus supplement and the accompanying prospectus:

http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
Y Transition Report on Form 10-K for the three-month transition period ended March 31, 2014, filed on May 27, 2014 (the financial

statements included in Item 8 of our Transition Report on Form 10-K for the three-month transition period ended March 31, 2014
have been superseded by the financial statements in our Current Report on Form 8-K filed with the SEC on June 18, 2014);

Y Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2014, filed on August 8, 2014, September 30, 2014, filed

on November 6, 2014, and December 31, 2014, filed on February 5, 2015; and

Y Current Reports on Form 8-K filed on June 18, 2014, August 4, 2014, August 6, 2014, August 8, 2014, October 3,

2014, October 6, 2014, October 9, 2014, November 4, 2014, November 7, 2014 and November 12, 2014 and on Form 8-K/A filed
on August 6, 2013 (but only with respect to Exhibit 99.4), April 23, 2014, October 9, 2014 and November 7, 2014.
We are also incorporating by reference additional documents we may file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), after the date of this prospectus supplement until the offering of the securities covered by this
prospectus supplement has been completed, other than any portion of the respective filings furnished, rather than filed, under the applicable SEC
rules. This additional information is a part of this prospectus supplement from the date of filing of those documents.
Any statements made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this
prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded to the extent that a statement contained in this
prospectus supplement or in any other subsequently filed document which is also incorporated or deemed to be incorporated into this prospectus
supplement or the accompanying prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
The information relating to us contained in this prospectus supplement or the accompanying prospectus should be read together with the
information in the documents incorporated by reference.

S-iii
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein may contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21-E of the
Exchange Act. They can be identified by the use of forward-looking words, such as "may," "could," "should," "estimate," "project," "forecast,"
"intend," "expect," "anticipate," "believe," "target," "plan," "providing guidance" or other comparable words, or by discussions of strategy that
may involve risks and uncertainties. We caution you that these forward-looking statements are only predictions, which are subject to risks and
uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Some factors that could cause actual
results to differ include:

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

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

Y the effective implementation of our network modernization plans, including timing, execution, technologies, costs, and

performance of our network;

Y our ability to operationalize the anticipated benefits from the SoftBank (as defined below) transaction;

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

Y our ability to fully integrate the operations of Clearwire Corporation and its consolidated subsidiary Clearwire Communications

LLC and access and utilize its spectrum;

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

Y 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 devices we provide and on the geographic areas served by our wireless networks;

Y the impact of equipment net subsidy costs and leasing handsets; the impact of subscriber leasing decisions; the impact of increased

purchase commitments; the overall demand for our service plans, including the impact of decisions of new or existing subscribers
http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
between our service offerings; and the impact of new, emerging and competing technologies on our business;

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

Y the ability to generate sufficient cash flow to fully implement our network modernization plans to improve and enhance our

network and service plans, improve our operating margins, implement our business strategies and provide competitive new
technologies;

Y our ability to continue to access our spectrum and any additional spectrum capacity;

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

performance;

Y our ability to obtain additional financing, or to modify the terms of our existing financing, on terms acceptable to us, or at all;

Y volatility in the trading price of our common stock, current economic conditions and our ability to access capital;

S-iv
Table of Contents
Y the impact of various parties not meeting our business requirements, including a significant adverse change in the ability or

willingness of such parties to provide products, including distribution or infrastructure equipment for our networks;

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

Y potential increase in subscriber churn, bad debt expense and write-offs related to any of our service plans or our installment billing

or leasing programs;

Y the effects of any future merger or acquisition involving us, as well as the effect of mergers, acquisitions and consolidations, and

new entrants in the communications industry, and unexpected announcements or developments from us or others in the
communications industry;

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

Y the costs or potential customer impact of compliance with regulatory mandates including, but not limited to, compliance with the

Federal Communications Commission's Report and Order to reconfigure the 800 MHz band and government regulation regarding
"net neutrality";

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

Y one or more of the markets in which we compete being impacted by changes in political, economic or other factors such as

monetary policy, legal and regulatory changes, or other external factors over which we have no control;

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

Y other risks referenced from time to time in our filings with the SEC, including in Part I, Item 1A "Risk Factors" of our Transition

Report on Form 10-K for the three-month transition period ended March 31, 2014.
We specifically disclaim any obligation to update any factors or publicly announce the results of revisions to any of the forward-looking
statements included in this prospectus supplement or the accompanying prospectus, including the information incorporated by reference, to reflect
future events or developments.
TRADEMARKS, SERVICE MARKS, TRADENAMES AND COPYRIGHTS
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In
addition, our names, logos and website names and addresses are our service marks or trademarks. Other trademarks, service marks and trade names
appearing in this prospectus supplement are the property of their respective owners. Some of the trademarks we own or have the right to use
include the Sprint name. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the
trademarks, service marks, tradenames and copyrights referred to in this prospectus supplement (including the documents incorporated by
© ®
TM
http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
reference herein) are listed in some cases without the , and
symbols, but we will assert, to the fullest extent under applicable law, our rights
or the rights of the applicable licensors to these trademarks, service marks, tradenames and copyrights.

S-v
Table of Contents
MARKET AND INDUSTRY DATA
Market data used throughout this prospectus supplement and the accompanying prospectus (including the documents incorporated by
reference herein) is based on management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent
available, upon management's review of independent industry surveys and publications and other publicly available information prepared by a
number of sources. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.
Although we believe that these sources are reliable, neither we nor the underwriters can guarantee the accuracy or completeness of this
information, and neither we nor the underwriters have independently verified this information.

S-vi
Table of Contents
SUMMARY OF THE OFFERING
The following summary contains basic information about the notes and is not intended to be complete. For a more complete
understanding of the notes and the guarantees, please refer to the sections entitled "Description of Notes" in this prospectus supplement and
"Description of Debt Securities and Sprint Communications Guarantee" in the accompanying prospectus.

Issuer
Sprint Corporation
Securities Offered
$1,500,000,000 aggregate principal amount of 7.625% Notes due 2025.
Maturity Date
The notes will mature on February 15, 2025.
Interest
The notes will bear interest at 7.625% per annum.
Interest Payment Dates
Each February 15 and August 15, commencing August 15, 2015. Interest will accrue from
February 24, 2015.
Optional Redemption
The notes will be redeemable, from time to time prior to November 15, 2024 (the date
three months prior to maturity (the "First Par Call Date")), as a whole or in part, at our
option, at the make-whole redemption price determined as described herein, together with
accrued and unpaid interest, if any, to but excluding the redemption date. In addition, the
notes will be redeemable, in whole or in part, at any time and from time to time on or after
the First Par Call Date at 100% of their principal amount, plus accrued and unpaid interest,
if any, to but excluding the redemption date. See "Description of Notes--Optional
redemption."
Repurchase of the notes upon a Change of
Control Triggering Event
The occurrence of a Change of Control, together with a Ratings Decline (each as defined in
"Description of Notes--Repurchase of notes upon a Change of Control Triggering Event"),
will be a triggering event requiring us to offer to purchase from you all or a portion of your
notes at a price equal to 101% of their aggregate principal amount, together with accrued
and unpaid interest, if any, to but excluding the date of repurchase.
Guarantee
The notes will be fully and unconditionally guaranteed on a senior unsecured basis by
http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
Sprint Communications (the "Sprint Communications Guarantee").
Ranking
The notes will be our general unsecured senior obligations and will:

· rank equally with our other existing and future senior unsecured indebtedness;

S-1
Table of Contents
· be structurally subordinated to all existing and future indebtedness and other liabilities
(including trade payables) of our subsidiaries, other than Sprint Communications;

· be effectively subordinated to all of our future secured indebtedness to the extent of the
value of the assets securing such debt; and

· be senior in right of payment to all debt obligations that are, by their terms, expressly
subordinated in right of payment to the notes.

See "Description of Notes--Ranking."

As of December 31, 2014, our consolidated principal amount of indebtedness was
approximately $31.3 billion. Of that amount, the notes (including the Sprint
Communications Guarantee) would have been structurally subordinated to $13.0 billion of
principal amount of indebtedness that is secured or has been issued or guaranteed by Sprint
Corporation's subsidiaries (other than Sprint Communications).
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes, which
may include, among other things, working capital requirements, retirement or service
requirements of outstanding debt and network expansion and modernization. See "Use of
Proceeds."
Trustee
The Bank of New York Mellon Trust Company, N.A.
Risk Factors
In evaluating an investment in the notes, prospective investors should carefully consider,
along with the other information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus, the specific factors set forth under "Risk
Factors" for risks involved with an investment in the notes.

S-2
Table of Contents
RISK FACTORS
Any investment in the notes involves a high degree of risk. You should carefully consider the risks described below, as well as the risks
described in "Item 1A. Risk Factors" of our Transition Report on Form 10-K for the three-month transition period ended March 31, 2014, which
we have incorporated by reference in this prospectus supplement, and all of the other information contained in or incorporated by reference in
this prospectus supplement and the accompanying prospectus before deciding whether to purchase the notes. If any of those risks actually occurs,
our business, financial condition and results of operations could suffer. The risks discussed below also include forward-looking statements, and
our actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Note Regarding Forward-
Looking Statements" in this prospectus supplement.
The notes will be effectively subordinated to the debt and other liabilities (including trade payables) of our subsidiaries, other than Sprint
Communications, and to any of our secured debt to the extent of the value of the assets securing such debt. We and Sprint Communications
http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
are primarily holding companies and, as a result, rely on the receipt of funds from our subsidiaries in order to meet cash needs and service
indebtedness, including the notes.
Sprint Corporation and Sprint Communications are primarily holding companies, which means substantially all of our respective business
operations are conducted, and substantially all of our respective consolidated assets are held, by subsidiaries. These subsidiaries are separate and
distinct legal entities that do not guarantee the notes and therefore they have no obligation, contingent or otherwise, to pay any amounts due on the
notes or to make any funds available for such purpose, whether by dividends, loans or other payments. In the event of any liquidation, dissolution,
reorganization, bankruptcy, insolvency or similar proceeding with respect to any of our subsidiaries (other than with respect to Sprint
Communications), our right (and the consequent right of our creditors, including the holders of the notes) to participate in the distribution of, or to
realize the proceeds from, that subsidiary's assets will be effectively subordinated to the claims of such subsidiary's creditors (including trade
creditors). As a result, the notes will be structurally subordinated to all existing and future debt and other liabilities of our subsidiaries other than
Sprint Communications. In addition, because the notes are unsecured, if we or Sprint Communications were to issue any secured debt, the notes
would be effectively subordinated to that secured debt, in each case, to the extent of the value of the assets securing such debt.
Sprint Communications has a $3.3 billion revolving credit facility and an $800.0 million unsecured Export Development Canada loan
agreement, (the "EDC Agreement") that are guaranteed by certain subsidiaries of Sprint Communications, as well as by Sprint Corporation. Sprint
Communications and Sprint Corporation are guarantors and certain of Sprint Corporation's subsidiaries are co-borrowers under several secured
equipment credit facilities that provide for borrowings of up to $2.4 billion, of which $635 million had been drawn and was outstanding as of
December 31, 2014. Certain subsidiaries of Sprint Corporation are party to a two-year committed facility to sell certain accounts receivable on a
revolving basis, subject to a maximum funding limit of $1.3 billion (the "Receivables Facility"). In addition, certain of our other long-term debt
and capital lease obligations have been issued or guaranteed by our wholly-owned subsidiaries, other than Sprint Communications, and will be
structurally senior to the notes. As of December 31, 2014, on a consolidated basis, we had approximately $31.3 billion in principal amount of debt
outstanding, including amounts drawn under the credit facilities but excluding outstanding letters of credit thereunder in the amount of
$500 million. Of such amount of debt outstanding, our wholly-owned subsidiaries' (excluding Sprint Communications) combined outstanding
indebtedness (issued or guaranteed) totaled $13.0 billion in principal amount at December 31, 2014 of which $1.4 billion was secured debt of our
wholly-owned subsidiaries (excluding Sprint Communications).
Our cash flow and our ability to meet our payment obligations on our debt, including the notes, is dependent on the earnings of our
subsidiaries and the distribution of those earnings to us in the form of dividends, loans, advances or other payments. Similarly, the cash flow and
ability of Sprint Communications to meet its payment obligations on its debt, including the Sprint Communications Guarantee, is dependent on the
earnings of its subsidiaries and the distribution of those earnings to it in the form of dividends, loans, advances or other payments.

S-3
Table of Contents
The indenture governing the notes does not contain any covenants that restrict the ability of our subsidiaries, including Sprint
Communications, to agree to covenants or enter into other arrangements that would limit the ability of our subsidiaries to make distributions to us.
The indentures and financing arrangements of certain of our subsidiaries contain provisions that limit the ability of the subsidiaries to pay
dividends on their common stock, and future debt agreements may contain more restrictive provisions which could adversely affect our ability to
meet our payment obligations on our debt, including the notes.
The indenture that governs the notes does not restrict our or our subsidiaries' ability to incur additional indebtedness, which could make our
debt securities, including the notes, more risky in the future.
Our consolidated principal amount of indebtedness was $31.3 billion at December 31, 2014. As of December 31, 2014, we had $2.8
billion of borrowing capacity under our $3.3 billion revolving credit facility, after accounting for $500 million of outstanding letters of credit, and
$1.0 billion of borrowing capacity under our Receivables Facility. In addition, as of the date hereof, we currently have the ability to borrow an
additional $1.8 billion under our secured equipment credit facilities. The indenture that governs the notes does not restrict our ability or our
subsidiaries' ability to incur additional indebtedness. The degree to which we incur additional debt could have important consequences to holders
of the notes, including:

Y making it harder for us to satisfy our obligations under the notes;

Y a loss in trading value;

Y a risk that the credit ratings of the notes are lowered or withdrawn;

Y limiting our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service

requirements, acquisitions or other purposes;
http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5

Y requiring us to dedicate a substantial portion of our cash flows from operations to the payment of indebtedness and not for other

purposes, such as working capital and capital expenditures;

Y limiting our flexibility to plan for, or react to, changes in our businesses;

Y making compliance with financial covenants in certain of our other debt instruments more difficult;

Y making us more indebted than some of our competitors, which may place us at a competitive disadvantage; and

Y making us more vulnerable to a downturn in our businesses.
Sprint Corporation has fully and unconditionally guaranteed on a senior unsecured basis the outstanding securities issuances of its
subsidiaries, Sprint Communications, Sprint Capital Corporation and the 8.25% exchangeable notes due 2040 of Clearwire Communications LLC
and Clearwire Finance, Inc., as well as the borrowings incurred by various subsidiaries of Sprint Communications under several secured equipment
credit facilities, all of which aggregated $21.5 billion as of December 31, 2014.
If an active trading market for the notes does not develop or last, you may not be able to resell your notes when desired, at their fair market
value or at all.
The notes constitute new issues of securities with no established trading market. We do not intend to list the notes on any securities
exchange or to include the notes in any automated quotation system. Accordingly, no market for the notes may develop, and any market that
develops may not last. If the notes are traded, the market price of the notes may decline depending on prevailing interest rates, the market for
similar securities, our

S-4
Table of Contents
performance and other factors. To the extent that an active trading market does not develop, you may not be able to resell your notes when desired,
at their fair market value or at all.
In certain instances, it is possible for the indenture governing the notes to be amended and for the compliance with certain covenants and for
certain defaults thereunder to be waived with the consent of the holders of the notes voting together with the holders of other of our debt
securities, voting together as a single class.
Subject to certain exceptions, the indenture governing the notes may be amended by us and the trustee with the consent of the holders of
debt securities issued under the indenture, including the notes. With respect to any such series of debt securities, the required consent can be
obtained from either the holders of a majority in principal amount of the debt securities of that series, or from the holders of a majority in principal
amount of the debt securities of that series and all other series issued under the indenture affected by that amendment, voting as a single class.
There are currently outstanding three issuances of debt securities in an aggregate principal amount of $9.0 billion under the indenture, and it is
likely we will issue additional series of debt securities thereunder in the future. In addition, subject to certain exceptions, with respect to any series
of debt securities issued under the indenture, our compliance with certain restrictive provisions of the indenture or any past default under the
indenture may be waived by (i) the holders of a majority in principal amount of that series of debt securities, or (ii) the holders of a majority in
principal amount of that series of debt securities and all other series affected by the waiver, whether issued under the indenture or any of our other
indentures providing for such aggregated voting, all voting as a single class. As a result, it is possible in certain circumstances for the indenture
governing the notes to be amended and for compliance with certain covenants and for certain defaults thereunder to be waived with the consent of
holders of less than a majority of each series of notes outstanding.
We may not have sufficient funds to repurchase the notes upon a Change of Control together with a Ratings Decline, and certain strategic
transactions may not constitute a Change of Control.
The occurrence of a Change of Control together with a Ratings Decline, in each case as provided in the indenture, will be a triggering
event requiring us to offer to repurchase the notes at a purchase price equal to 101% of the aggregate principal amount of notes repurchased, plus
accrued and unpaid interest on the notes up to but excluding the date of repurchase. It is possible that we will not have sufficient funds upon a
Change of Control and Ratings Decline to make the required repurchase of notes and any failure to do so could result in cross defaults under our
other debt agreements. In addition, some of our debt agreements or other similar agreements to which we become a party may contain restrictions
on our ability to purchase the notes, regardless of the occurrence of a Change of Control Triggering Event (as defined in "Description of Notes--
Repurchase of the notes upon a Change of Control Triggering Event").
We frequently evaluate and may in the future enter into strategic transactions. Any such transaction could happen at any time, could be
http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

424B5
material to our business and could take any number of forms, including, for example, an acquisition, merger or sale of assets. As discussed below
in "Description of notes--Repurchase of the notes upon a Change of Control Triggering Event," the definition of Change of Control with respect to
the notes offered hereby specifically excludes transactions involving one or more "Permitted Holders," which includes SoftBank and its affiliates,
and could include a subsequent controlling investor in SoftBank. In the future, we could enter into certain other transactions that, although material,
would not result in a Change of Control Triggering Event and, therefore, would not require us to make an offer to repurchase the notes. Such
transactions could significantly increase the amount of our indebtedness outstanding at such time or otherwise affect our capital structure or credit
ratings.
Federal and state fraudulent transfer laws may permit a court to void the Sprint Communications Guarantee, and, if that occurs, you may not
receive any payments on the notes.
Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of the Sprint
Communications Guarantee. Under federal bankruptcy law and comparable provisions of state

S-5
Table of Contents
fraudulent transfer or conveyance laws, which may vary from state to state, the notes or the Sprint Communications Guarantee could be voided as a
fraudulent transfer or conveyance if (1) Sprint Corporation or Sprint Communications, as applicable, issued the notes or incurred the Sprint
Communications Guarantee with the intent of hindering, delaying or defrauding creditors or (2) Sprint Corporation or Sprint Communications, as
applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the Sprint
Communications Guarantee and, in the case of (2) only, one of the following is also true at the time thereof:

Y Sprint Corporation or Sprint Communications, as applicable, was insolvent or rendered insolvent by reason of the issuance of the

notes or the incurrence of the Sprint Communications Guarantee;

Y the issuance of the notes or the incurrence of the Sprint Communications Guarantee left Sprint Corporation or Sprint

Communications, as applicable, with an unreasonably small amount of capital to carry on the business;

Y Sprint Corporation or Sprint Communications intended to, or believed that Sprint Corporation or Sprint Communications would,

incur debts beyond our or Sprint Communications' ability to pay as they mature; or

Y Sprint Corporation or Sprint Communications was a defendant in an action for money damages, or had a judgment for money

damages docketed against Sprint Corporation or Sprint Communications if, in either case, after final judgment, the judgment is
unsatisfied.
If a court were to find that the issuance of the notes or the incurrence of the Sprint Communications Guarantee was a fraudulent transfer
or conveyance, the court could void the payment obligations under the notes or the Sprint Communications Guarantee or subordinate the notes or
the Sprint Communications Guarantee to presently existing and future indebtedness of ours or of Sprint Communications, or require the holders of
the notes to repay any amounts received with respect to the notes or the Sprint Communications Guarantee. In the event of a finding that a
fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an
event of default with respect to our and our subsidiaries' other debt that could result in acceleration of such debt.
As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or
an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the
debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.
We cannot be certain as to the standards a court would use to determine whether or not Sprint Corporation or Sprint Communications
were solvent at the relevant time or, regardless of the standard that a court uses, that the incurrence of the Sprint Communications Guarantee would
not be subordinated to our or any of Sprint Communications' other debt. Generally, however, an entity would be considered insolvent if, at the
time it incurred indebtedness:

Y the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

Y the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its

existing debts, including contingent liabilities, as they become absolute and mature; or

Y it could not pay its debts as they become due.

S-6
http://www.sec.gov/Archives/edgar/data/101830/000119312515056631/d867621d424b5.htm[2/23/2015 9:33:19 AM]

Document Outline

#1">
- #1">