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Item 1.	Business

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

•	retail outlets, owned and operated by us, that focus on sales to the consumer market;

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

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

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•	grant licenses in the 800 megahertz (MHz) band, 900 MHz band, 1.9 GHz PCS band, 2.5 GHz band, and license renewals;

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

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

•	establish access and universal service funding provisions;

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

•	impose fines and forfeitures for violations of FCC rules;

•	regulate the technical standards governing wireless services; and

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

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Item 1A.	Risk Factors

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

•	our ability to operationalize the anticipated benefits from the SoftBank Merger and the Clearwire Acquisition;

•	our successful deployment of new technologies and services;

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•	actual or perceived quality and coverage of our networks;

•	public perception about our brands;

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

•	our ability to access additional spectrum; and

•	our ability to maintain our current mobile virtual network operator (MVNO) relationships and to enter into new arrangements with MVNOs.

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

•	the cost and availability or perceived availability of additional capital and market perceptions relating to our access to capital;

•	announcements by us or our competitors, or market speculation, of acquisitions, spectrum acquisitions, new products, technologies, significant contracts, commercial relationships or capital commitments;

•	market and pricing risks due to concentrated ownership of stock;

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

•	disruption to our operations or those 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 their estimates concerning us;

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

•	any significant change in our board of directors or management;

•	litigation;

•	changes in governmental regulations or approvals; and

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

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•	diversion of management attention from running our existing business;

•	possible material weaknesses in internal control over financial reporting;

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

•	increased costs to integrate the networks, spectrum, technology, personnel, subscriber base and business practices of the company involved in the acquisition, strategic investment or merger with our business;

•	potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with such transactions;

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

•	significant transaction expenses in connection with any such transaction, whether consummated or not;

•	risks related to our ability to obtain any required regulatory approvals necessary to consummate any such transaction;

•	acquisition financing may not be available on reasonable terms or at all and any such financing could significantly increase our outstanding indebtedness or otherwise affect our capital structure or credit ratings; and

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

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•	business combinations involving the Company;

•	sales or dispositions by SoftBank of all or any portion of its ownership interest in us;

•	the nature, quality and pricing of services SoftBank may agree to provide to the Company;

•	arrangements with third parties that are exclusionary to SoftBank or the Company; and

•	business opportunities that may be attractive to both SoftBank and the Company.

•	that a majority of our board of directors consists of independent directors;

•	that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•	that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•	that an annual performance evaluation of the nominating and governance committee and compensation committee be performed.

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Item 1B.	Unresolved Staff Comments

Item 2.	Properties

Item 3.	Legal Proceedings

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Item 4.	Mine Safety Disclosures

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

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Item 6.	Selected Financial Data

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

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

•	Improve the customer experience;

•	Strengthen our brands; and

•	Generate operating cash flow.

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•	Reduced postpaid wireless revenue and wireless cost of service of approximately $59 million each as a result of preliminary purchase accounting adjustments to deferred revenue and deferred costs, respectively;

•	Reduced prepaid wireless revenue of approximately $96 million as a result of preliminary purchase accounting adjustments to eliminate deferred revenue;

•	Increased rent expense of $55 million, which is included in cost of service, primarily attributable to the write-off of deferred rents associated with our operating leases, offset by the amortization of our net unfavorable leases recorded in purchase accounting;

•	Increased cost of products sold of approximately $31 million as a result of preliminary purchase price account adjustments to accessory inventory;

•	Reduced depreciation expense of approximately $400 million as a result of preliminary purchase accounting adjustments reflecting a net decrease to property, plant and equipment;

•	Incremental amortization expense of approximately $772 million, which is primarily attributable to the recognition of customer relationships of approximately $6.9 billion; and

•	The purchase accounting adjustment to unrecognized net periodic pension and other post-retirement benefits resulting in a decrease in pension expense of approximately $46 million which was primarily reflected in selling, general and administrative expense.

•	We recorded a gain on previously-held Clearwire equity interests of approximately $2.9 billion for the difference between the estimated fair value of the equity interests owned prior to the acquisition ($5.00 per share offer price less an estimated control premium of approximately $0.60) and the carrying value of approximately $325 million for those previously-held equity interests; and

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Increased income tax expense was primarily attributable to taxable temporary differences as a result of the $2.9 billion gain on the previously-held equity interests in Clearwire, which was principally attributable to the increase in the fair value of Federal Communications Commission (FCC) licenses held by Clearwire and from amortization of FCC licenses. FCC licenses are amortized over 15 years for income tax purposes but, because these licenses have an indefinite life, they are not amortized for financial statement reporting purposes.

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(1)	Represents service revenue related to the acquisition of certain assets of U.S. Cellular in the 2nd quarter 2013 and the acquisition of Clearwire in the 3rd quarter 2013.

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

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

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(1)

ARPU is calculated by dividing service revenue by the sum of the monthly average number of subscribers in the applicable service category. Changes in average monthly service revenue reflect subscribers for either the postpaid or prepaid service category who change rate plans, the level of voice and data usage, the amount of service credits which are offered to subscribers, plus the net effect of average monthly revenue generated by new subscribers and deactivating subscribers. Combined ARPU for 2013 aggregates service revenue from the Predecessor191-day period ended July 10, 2013 and the Successor year ended December 31, 2013 divided by the sum of the monthly average subscribers during the year ended December 31, 2013.

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(1)

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

(2)

We acquired approximately 352,000 postpaid subscribers and 59,000 prepaid subscribers through the acquisition of assets from U.S. Cellular when the transaction closed on May 17, 2013. We acquired approximately 788,000 postpaid subscribers (excluding 29,000 Sprint wholesale subscribers transferred to Transactions postpaid subscribers that were originally recognized as part of our Clearwire MVNO arrangement), 721,000 prepaid subscribers, and 93,000 wholesale subscribers as a result of the Clearwire Acquisition which closed on July 9, 2013.

(3)

Subscribers through some of our MVNO relationships have inactivity either in voice usage or primarily as a result of the nature of the device, where activity only occurs when data retrieval is initiated by the end-user and may occur infrequently. Although we continue to provide these subscribers access to our network through our MVNO relationships, approximately 1,218,000 subscribers at December 31, 2013 through these MVNO relationships have been inactive for at least six months, with no associated revenue during the six-month period ended December 31, 2013.

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

(1)

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

(2)	Subscriber churn related to the acquisition of assets from U.S. Cellular and the Clearwire Acquisition.

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

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

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(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 September 30, 2013 divided by the sum of the monthly average subscribers during the three months ended September 30, 2013.

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

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

•	long distance costs paid to the Wireline segment;

•	costs to service and repair devices;

•	regulatory fees;

•	roaming fees paid to other carriers; and

•	fixed and variable costs relating to payments to third parties for the use of their proprietary data applications, such as messaging, music, TV, and navigation services by our subscribers.

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(1)

In May 2012, certain of our subsidiaries entered into a $1.0 billion secured equipment credit facility that expires in March 2017 to finance equipment-related purchases from Ericsson for our network modernization. The facility is secured by a lien on the equipment purchased and is fully and unconditionally guaranteed by Sprint Communications, Inc. The facility was equally divided into two consecutive tranches of $500 million, which were both fully drawn as of December 31, 2013. Repayments of outstanding amounts under the secured equipment credit facility cannot be re-drawn. The cost of funds under this facility includes a fixed interest rate of 2.03%, and export credit agency premiums and other fees that, in total, equate to an expected effective interest rate of approximately 6% based on assumptions such as timing and amounts of drawdowns.

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

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•	projected revenues and expenses relating to our operations;

•	continued availability of a revolving bank credit facility in the amount of $3.0 billion, which expires in February 2018 and was amended in February 2014 to provide for additional capacity of $300 million bringing the total capacity to $3.3 billion;

•	any scheduled payments or anticipated redemptions related to capital lease and debt obligations assumed in the Clearwire Acquisition;

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

•	other future contractual obligations, including our network modernization plan, and general corporate expenditures.

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(1)	Includes outstanding principal and estimated interest payments. Interest payments are based on management's expectations for future interest rates in the case of any variable rate debt.

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

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

(4)	Includes 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 of the lease.

(5)	Includes service, spectrum, network equipment, devices and other executory contracts, including our contract with Apple. Excludes blanket purchase orders in the amount of $31 million. See below for further discussion.

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

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

•	our ability to operationalize the anticipated benefits from the SoftBank, Clearwire and U.S. Cellular transactions;

•	our ability to comply with the requirements of the National Security Agreement;

•	our ability to fully integrate the operations of 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;

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

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

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

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

•	our ability to retain subscribers acquired during transactions and mitigate related increases in churn;

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

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

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

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

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

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

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

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

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

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

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

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

•	other risks referenced from time to time in this report and other filings of ours with the SEC.

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

Item 8.	Financial Statements and Supplementary Data

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

Item 9A.	Controls and Procedures

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Item 9B.	Other Information

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Item 10.	Directors, Executive Officers and Corporate Governance

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

•	judgment;

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

•	independence from our company;

•	ability to contribute diverse views and perspectives;

•	business acumen; and

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

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•	the integrity of our financial statements and related disclosures, as well as related accounting and financial reporting processes;

•	our compliance with legal and regulatory requirements;

•	our independent registered public accounting firm’s qualifications, independence, audit and review scope, and performance;

•	the audit scope and performance of our internal audit function;

•	related party transactions policy and procedures;

•	our ethics and compliance program; and

•	our enterprise risk management program.

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Item 11.	Executive Compensation

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

•	Pay for performance by tying a substantial portion of our executives' compensation opportunities directly to, and rewarding them for, our performance through short- and long-term incentive compensation plans that include performance objectives most critical to driving our continued financial and operational improvement and long-term stockholder value.

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

(1)	As adjusted for the one-time overall 2013 LTIC plan target opportunity increase of 15% in connection with the SoftBank Merger, as discussed below.

(2)	Mr. Alves left the Company effective September 27, 2013.

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•	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.

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•	Our named executive officers are subject to a clawback provision in our incentive compensation programs, under which we may recover payouts thereunder to the extent based on financial results or operating metrics impacted by the named executive officer’s knowing or intentional fraudulent or illegal conduct.

•	We have stock ownership guidelines. See "—Other Components of Executive Compensation—Stock Ownership Guidelines."

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

•	Our severance benefits are positioned conservatively relative to market practices, with no benefit in excess of two times base salary plus annual incentive, 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.

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

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

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

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

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•	adjusted EBITDA, 50%;

•	Sprint platform postpaid subscriber churn, 30%; and

•	Sprint platform net additions, 20%.

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•	Time-based 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.

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

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Retirement Programs. Our retirement program consists of the Sprint Corporation 401(k) Plan, which provides participants a fixed matching contribution on up to 4% of eligible compensation, an opportunity to build financial security for their future. The amount of any matching contributions made by us to participating named executive officers is included in the "All Other Compensation" column of the 2013 Summary Compensation Table.

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Deferred Compensation. Certain employees, including our named executive officers, are offered the opportunity to participate in the Sprint Corporation Deferred Compensation Plan, a nonqualified and unfunded plan, under which they may defer to future years the receipt of certain compensation in addition to that eligible under the 401(k) plan. Participants may elect to defer up to 50% of base salary and 75% of STIC plan payments. We believe this plan helps attract and retain executives by providing the participant another tax efficient retirement plan. Participants elect to allocate deferred and any matching contributions among one or more hypothetical investment options, which include one option that tracks our common stock and other options that track broad-based bond and equity indices. Our plan provides for a matching contribution using the same matching contribution percentage as our 401(k) plan of eligible earnings above the applicable annual limit, which is intended to compensate highly-compensated employees for limitations placed on our 401(k) plan by federal tax law. For 2013, Mr. Hesse participated in the Sprint Corporation Deferred Compensation Plan.

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Personal Benefits and Perquisites. The limited personal benefits and perquisites that we provide to our named executive officers are intended to promote executive retention and to allow our executives to maximize their focus on the company. These benefits are summarized in footnote 5 to the 2013 Summary Compensation Table. As a result of the recommendations contained in an independent third-party security study, the Compensation Committee established an overall security program for Mr. Hesse. Under the security program, we currently provide Mr. Hesse with residential security systems and equipment, and he is required to use our aircraft for business and non-business travel. We believe these measures ensure the safety of Mr. Hesse and allow him to devote his full attention to Company business. Mr. Hesse is permitted to have his family accompany him on the corporate aircraft for business and non-business travel.

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

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

•	restricted stock or RSUs;

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

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

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(1)	The value shown for 2013 is the sum of three awards: the performance-based RSU awards allocable to the 2013 performance period under the 2011 LTIC plan plus time- and performance-based RSU awards under the 2013 LTIC plan. The value shown for Mr. Hesse also includes a retention award in the form of time-based RSUs.

(2)

Represents the grant date fair value of options granted in 2013 computed in accordance with FASB ASC Topic 718. The grant date fair value for the options awarded is $3.63 per share. See "—Note 2—Summary of Significant Accounting Policies." For more information regarding Mr. Hesse's retention award, see "—Compensation Discussion and Analysis—Setting Executive Compensation—Other Compensation Decisions for 2013."

(3)	The value shown for 2013 is the sum of performance unit awards under the 2011 LTIC plan allocable to the 2013 performance period, performance unit awards earned in 2013 under the 2012 LTIC plan, and the payout under the 2013 STIC plan.

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(4)	Change in pension value was $(29,263) and $(28,521) for Messrs. Wunsch and Alves, respectively, due to change in interest and mortality assumptions. No amounts were attributable to above-market or preferential earnings on non-qualified deferred compensation.

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

•	Awards granted pursuant to our 2013 STIC plan;

•	Performance units and performance-based RSUs for the 2013 portion of our 2011 LTIC plan;

•	Time-based and performance-based RSUs granted pursuant to our 2013 LTIC plan; and

•	Stock options and time-based RSUs granted to Mr. Hesse.

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(1)

STI—Represents the threshold, target and maximum estimated possible payouts for fiscal year 2013 under our 2013 STIC plan. Payouts under the 2013 STIC plan, which were based on our 2013 actual performance compared to the financial and operating objectives of the plan, were made at approximately 118.96% of each named executive officer's target opportunity and are reflected in the 2013 Summary Compensation Table in the column entitled "Non-Equity Incentive Plan Compensation." Each performance objective under the plan had a threshold achievement level, below which there would be no payout, a target achievement level, at which the target opportunity would be paid, and a maximum achievement level, at which 200% of the target would be paid for the annual performance period. For purposes of this table, the minimum estimated possible payout assumes that the threshold achievement level was satisfied and for target, assumes payout at satisfaction of target. For more information on the 2013 STIC plan, see "Compensation Discussion and Analysis—Primary Components of our Executive Compensation—Short-Term Incentive Compensation Plan."

(2)

LTI—Represents the threshold, target and maximum estimated possible payouts for the 2013 portion of performance units granted by the Compensation Committee on February 23, 2011 under our 2011 LTIC plan; the 2013 Summary Compensation Table reflects target payouts, as described in footnote 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—Represents a performance-based RSU award for the 2013 portion of our 2011 LTIC plan, which, as granted, was payable only upon satisfaction of performance conditions, and now is payable at target in accordance with the SoftBank Merger Agreement and vested 100% on February 23, 2014 (April 4, 2014 for Mr. Euteneuer).

(4)

pRSUs—Represents a performance-based RSU award granted under our 2013 LTIC plan, which is subject to adjustment in accordance with the performance objectives. Vesting occurs 100%, as adjusted for achievement in the two-year performance period ending on December 31, 2015, on February 27, 2016. 27,113 of Mr. Alves’ performance-based RSUs vested, and the remainder were forfeited, in connection with his termination.

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(5)	RSUs—Represents a time-based RSU award granted under our 2013 LTIC plan. Vesting occurs 100% on February 27, 2016. 27,113 of Mr. Alves’ time-based RSUs vested, and the remainder were forfeited, in connection with his termination.

(6)	RSUs—Represents a time-based RSU award granted to Mr. Hesse. Vesting occurs 100% on August 1, 2018.

(7)	SO—Represents stock options granted to Mr. Hesse. Vesting occurs 100% on August 1, 2018.

(1)	Market value is based on the closing price of a share of our common stock of $10.75 on December 31, 2013.

(2)	Stock options vest 100% on August 1, 2018.

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

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

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

(6)	Stock options are fully vested.

(7)	Consists of Mr. Euteneuer's restricted stock award of 32,718 shares that vest on April 4, 2014 and performance-based RSUs for each named executive officer (other than Mr. Alves) that vest on February 23, 2014 (April 4, 2014 for Mr. Euteneuer) and with respect to which the applicable performance periods have been completed:

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(8)	Consists of performance-based RSUs that vest on February 27, 2016 and with respect to which the applicable performance periods have not been completed:

(9)	Stock options vest/vested 33 1/3% on April 4, 2012, April 4, 2013 and April 4, 2014.

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

(2)	Mr. Hesse surrendered 323,775 shares of common stock receivable upon the vesting of his RSU award to satisfy tax withholding obligations, resulting in Mr. Hesse receiving 415,006 shares of our common stock.

(3)	Mr. Elfman surrendered 97,133 shares of common stock receivable upon the vesting of his RSU award to satisfy tax withholding obligations, resulting in Mr. Elfman receiving 124,501 shares of our common stock.

(4)	Mr. Johnson surrendered 32,352 shares of common stock receivable upon the vesting of his RSU award to satisfy tax withholding obligations, resulting in Mr. Johnson receiving 62,212 shares of our common stock.

(5)	Mr. Wunsch surrendered 37,505 shares of common stock receivable upon the vesting of his RSU award to satisfy tax withholding obligations, resulting in Mr. Wunsch receiving 58,536 shares of our common stock.

(6)	Mr. Alves surrendered 61,309 shares of common stock receivable upon the vesting of 158,645 RSUs to satisfy tax withholding obligations, resulting in Mr. Alves receiving 97,336 shares of our common stock. Mr. Alves also vested in 236,691 RSUs that will be delivered to him in 2014.

•	Sprint Retirement Pension Plan (Qualified Plan) designed to provide funded, tax-qualified defined benefits up to the limits 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.

(1)

The Present Value of Accumulated Benefit amounts have been measured as of December 31, 2013, and are based on a number of assumptions, including: (i) a discount rate of 5.3%; (ii) mortality rates based on standard actuarial tables; (iii) no retirements prior to normal retirement age or withdrawals for disability or otherwise prior to retirement; and (iv) a normal retirement age of 65 for all benefits.

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•	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 December 31, 1993, plus

•	the product of 1.5% and eligible compensation earned from January 1, 1994 through December 31, 2005.

•	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 December 31, 1993, plus

•	the product of 1.5% and eligible compensation earned from January 1, 1994 through December 31, 2005.

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(1)	Includes contributions by Mr. Hesse with respect to 2013 base salary and 2013 STIC plan compensation, the amounts of which are included in the 2013 Summary Compensation Table in the "Salary" and "Non-Equity Incentive Plan Compensation".

(2)	Represents matching contributions by us with respect to 2013 base salary deferrals on STIC plan compensation paid in 2014 but earned in 2013 and will not be credited to Mr. Hesse's account until March 20, 2014, the respective amounts of which are included in the 2013 Summary Compensation Table in the "All Other Compensation" column.

(3)	Represents the aggregate balance as of December 31, 2013, which does not include the matching contribution noted in footnote 2 above.

•	accrued salary and vacation pay; and

•	payment of any vested balances or accrued benefits under our 401(k) plan, deferred compensation plan, pension plan, and supplemental executive retirement plan.

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•	our material breach of his employment agreement; a reduction in salary or short-term incentive

•	in connection with a change in control:

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

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

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

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(1)

The CIC Severance Plan provides that if the payments and benefits provided to an executive under the CIC Severance Plan or any other plan or agreement would constitute an "excess parachute payment" for purposes of Section 280G of the Internal Revenue Code, the executive would either have his or her payments and benefits reduced to the highest amount that could be paid without triggering excise taxes under Section 4999 of the Internal Revenue Code or, if greater, receive the after-tax amount of his or her payment and benefits taking into account the excise taxes and any other applicable federal, state and local taxes. Amounts do not take into effect any possible reduction due to the effects of Section 280G of the Internal Revenue Code.

(2)	If Mr. Johnson’s termination was for good reason based on relocation, his salary-based benefit would have been $625,000, his STI-based benefit would have been $1,396,972, his LTI-based benefit would have been $10,556,581, and his benefits/perquisites would have been $10,542, for a total value of $12,589,095.

(3)

Includes performance units (payable in cash), stock options and RSUs. The value of options is based on the intrinsic value of the options, which is the difference between the exercise price of the option and the market price of our shares on December 31, 2013, multiplied by the number of options, and the value of RSUs is based on the market value of our stock on December 31, 2013, multiplied by the number of RSUs, as adjusted for performance prior to 2013, for performance-based RSUs.

•	a lump sum payment equal to their then-current base salary for their respective payment period, which is 24 months for each named executive officer (12 months for Mr. Johnson if his termination was for good reason based on relocation);

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payment of their STIC plan award for 2013 at their STIC target opportunity plus a lump sum payment equal to their STIC target opportunity as of December 31, 2013 for their respective payment period and, for Messrs. Johnson and Alves, the difference between their 2013 STIC target opportunity for the first half performance period and the 2013 STIC Plan award based on actual performance for such period;

•	a payment of their 2011 LTIC plan performance unit award payable based on actual performance through 2012 and at target for the 2013 performance period, a payment of their 2012 LTIC plan performance unit award payable at target, and immediate vesting as of their termination date of:

◦	outstanding options with exercisability of such options vested through the 90th day (12 months for Mr. Johnson) after such vesting; and

◦

RSUs granted, prorated (except for Mr. Johnson) to their termination date for RSUs granted under the 2013 LTIC plan for a termination not following a change in control, with performance-based RSUs under the 2011 LTIC plan payable based on actual performance through 2012 and at target for the 2013 performance period, under the 2012 LTIC plan payable at target, and under the 2013 LTIC plan payable based on actual performance (at target for Mr. Johnson, or for terminations following a change in control); and

•

continued participation for the payment period at employee rates in our group health and life plans (and for Mr. Johnson, the long-term disability plan, and for Messrs. Wunsch and Alves, pension and supplemental retirement benefits) plans and outplacement services in an amount not to exceed $35,000 (for Mr. Johnson: $50,000; zero if his termination was for good reason based on relocation), each for the duration of his payment period.

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

•	a payment of their 2013 STIC plan award payable based on actual performance;

•	the 2011 LTIC plan performance unit award payable based on actual performance through 2012 and at target for the 2013 performance period and immediate vesting of options granted with exercisability thereof for five years (12 months for Mr. Johnson) and of RSUs granted with performance-based RSUs payable at target; and

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

•	required to execute a release in favor of us;

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

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

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

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

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

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

(2)	Generally, RSUs, underlying which are shares of our common stock, are granted each year on the date of the annual meeting of stockholders. Each grant vests in full upon the subsequent annual meeting. Any new outside board member joining our board also receives a grant of RSUs upon his or her appointment that vests in full upon the subsequent annual meeting.

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

(2)	During 2013, Ms.Hill was the only Sprint Nextel outside director that held outstanding stock option awards. Ms. Hill held options, all of which are vested, with respect to 27,852 shares. Stock options granted to Ms. Hill were granted under the Nextel incentive equity plan prior to the Sprint-Nextel merger.

(3)	Consists of charitable matching contributions made on the director's behalf in 2013 under our Sprint Foundation matching gift program.

(4)	As of December 31, 2013, our outside directors, except Mr. Son, held stock awards in the form of RSUs. Although we issued no cash dividends in 2013, it is our policy that any cash dividend equivalents on the RSUs granted to the outside directors are reinvested into RSUs, which vest when the underlying RSUs vest.

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

(1)	The ownership percentages set forth in this column are based on Sprint's outstanding shares on February 17, 2014 plus shares of Sprint common stock issuable upon exercise of a warrant to SoftBank, dated July 10, 2013 and assumes that SoftBank continued to own the number of shares reflected in the table above on February 17, 2014.

(2)	According to a Schedule 13D filed with the SEC on September 18, 2013, by SoftBank Corp. According to the Schedule 13D, SoftBank is the beneficial owner of, and has sole voting power and sole dispositive power with respect to, all of the shares.

(1)	Represents shares that may be acquired upon the exercise of stock options exercisable, and shares of stock that underlie restricted stock units to be delivered, on or within 60 days after February 17, 2014 under Sprint's equity-based incentive plans.

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

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(1)

Includes 40,571,122 shares covered by options and 33,325,973 restricted stock units under the 2007 Plan, and 6,449,043 shares covered by options and 41,336 restricted stock units outstanding under the 1997 Program. Also includes purchase rights to acquire 387,869 shares of common stock accrued at December 31, 2013 under the ESPP. Under the ESPP, each eligible employee may purchase common stock at quarterly intervals at a purchase price per share equal to 95% of the market value on the last business day of the offering period.

(2)	Included in the total of 80,775,343 shares are 33,325,973 restricted stock units under the 2007 Plan, which will be counted against the 2007 Plan maximum in a 2.5 to 1 ratio.

(3)

The weighted average exercise price does not take into account the shares of common stock issuable upon vesting of restricted stock units issued under the 1997 Program or the 2007 Plan. These restricted stock units have no exercise price. The weighted average purchase price also does not take into account the 387,869 shares of common stock issuable as a result of the purchase rights accrued under the ESPP; the purchase price of these shares was $10.16 for each share.

(4)	Of these shares, 115,756,537 shares of common stock were available under the 2007 Plan. Through December 31, 2013, 145,478,285 cumulative shares came from the 1997 Program, the Nextel Plan and the MISOP.

(5)	Includes 79,247,696 shares of common stock available for issuance under the ESPP after issuance of the 387,869 shares purchased in the fourth quarter 2013 offering. See note 1 above.

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

(7)	Consists of 1,098,958 options outstanding under the Nextel Plan. There are no deferred shares outstanding under the Nextel Plan.

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

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Item 14.	Principal Accountant Fees and Services

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Item 15.	Exhibits and Financial Statement Schedules

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

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

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

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*	Filed or furnished, as required.

**	Schedules and/or exhibits not filed will be furnished to the SEC upon request, pursuant to Item 601(b)(2) of Regulation S-K.

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(1)	For the successor period beginning October 5, 2012 and ending December 31, 2012, there were approximately 3 million shares of Class B common stock of Starburst II, Inc. issued and outstanding with an immaterial value. These shares were exchanged within the issuance of common stock to SoftBank upon acquisition.

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Note 1.	Description of Operations

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Note 2.	Summary of Significant Accounting Policies and Other Information

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Note 3.	Significant Transactions

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(1)

Equals the estimated fair value of Sprint Communications' previously-held equity interest in Clearwire valued at $4.40 per share, which represented an approximate 12% discount to Sprint Communications' acquisition price for shares not held by Sprint Communications prior to the Clearwire Acquisition Date. The difference between $4.40 and the per share merger consideration of $5.00 represents an estimate of a control premium, which would not generally be included in the valuation of Sprint Communications' non-controlling interest.

(2)	$47 million of the liability was paid in cash pursuant to the Clearwire Merger Agreement.

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Note 4.	Investments

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Note 5.	Financial Instruments

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Note 6.	Property, Plant and Equipment

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Note 7.	Intangible Assets

(1)	Net additions for the Successor period ended December 31, 2013 consist of approximately $62 million in deposits made to acquire additional FCC licenses that is pending FCC approval.

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

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

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Note 9.	Severance, Exit Costs and Asset Impairments

(1)	For the 191-day period ended July 10, 2013, we recognized net costs of $478 million (solely attributable to our Wireless segment).

(2)	For the 191-day period ended July 10, 2013, we recognized costs of $58 million ($55 million Wireless, and $3 million was Wireline).

(3)	Of the $151 million ($133 million Wireless; $18 million Wireline) recognized for the 191-day period ended July 10, 2013, $35 million was recognized as "Cost of services and products" and $116 million was recognized in "Severance, exit costs and asset impairments."

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(4)	For the year ended December 31, 2012, we recognized costs of $196 million (solely attributable to our Wireless segment).

(5)	For the year ended December 31, 2012, we recognized costs of $44 million ($21 million Wireless; $23 million Wireline) as "Cost of services and products."

(6)	For the year ended December 31, 2011, we recognized costs of $28 million ($25 million Wireless; $3 million Wireline).

(7)	The July 11, 2013 opening balance takes into account purchase price adjustments as it relates to the SoftBank Merger.

(8)	For the year ended December 31, 2013, we recognized costs of $56 million ($54 million Wireless, $2 million Wireline).

(9)	For the year ended December 31, 2013, we recognized costs of $219 million ($191 million Wireless, $28 million Wireline).

(10)	For the year ended December 31, 2013, $19 million (solely attributable to Wireline) was recognized as "Cost of services and products" and $34 million (solely attributable to Wireless) was recognized in "Severance, exit costs and assets impairments."

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Note 10.	Supplemental Financial Information

(1)	Successor balances at December 31, 2012 primarily consisted of interest receivable and accrued taxes and were insignificant, therefore, they are excluded from the table.

(2)	Includes liabilities in the amounts of $134 million and $117 million as of the Successor year ended December 31, 2013 and Predecessor year ended December 31, 2012, respectively, for checks issued in excess of associated bank balances but not yet presented for collection.

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Note 11.	Income Taxes

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

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(1)	Deferred tax assets and liabilities for the Successor year ended December 31, 2012 were considered immaterial.

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Note 12.	Commitments and Contingencies

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Note 13.	Stockholders' Equity and Per Share Data

•	9,000,000,000 shares of common stock, par value $0.01 per share;

•	1,000,000,000 shares of non-voting common stock, par value $0.01 per share; and

•	20,000,000 shares of preferred stock, par value $0.0001 per share.

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Note 14.	Segments

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

•	Wireline primarily includes revenue from domestic and international wireline voice and data communication services, including services to the cable multiple systems operators that resell our local and long distance services and use our back office systems and network assets in support of their telephone services provided over cable facilities primarily to residential end-use subscribers.

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

(2)

Other, net for the Successor year ended December 31, 2013 consists of $309 million of severance and exit costs and $100 million of business combination fees paid to unrelated parties in connection with the transactions with SoftBank and Clearwire ($75 million included in our corporate segment and $25 million included in our wireless segment and classified as selling, general and administrative expenses), partially offset by $7 million of insurance reimbursement towards 2012 hurricane-related charges (included in our wireless segment and classified as a contra-expense in cost of services expense). Other, net for the Predecessor 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 administrative expenses), partially offset by $22 million of favorable developments in connection with an E911 regulatory tax-related contingency. Other, net for the Predecessor year ended December 31, 2012 consists of $196 million of lease exit costs and $102 million of asset impairment charges, partially offset by net operating income of $236 million associated with the termination of the spectrum hosting arrangement with LightSquared, a gain of $29 million on spectrum swap transactions, and a benefit of $17 million resulting from favorable developments relating to access cost disputes associated with prior periods. Other, net for the Predecessor year ended December 31, 2011 consists of $106 million of severance, exit costs and asset impairments associated with the shut-down of the Nextel platform.

(3)

Includes $45 million of hurricane-related charges for the Predecessor year ended December 31, 2012, which are classified in our consolidated statements of comprehensive loss as follows: $21 million as contra-revenue in net operating revenues of Wireless, $20 million as cost of services and products ($17 million Wireless; $3 million Wireline), and $4 million as selling, general and administrative expenses in our Wireless segment. Also includes $19 million of business combination charges for fees paid to unrelated parties necessary for the proposed transactions with SoftBank and Clearwire, which is included in our corporate segment and classified as selling, general and administrative expenses.

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

(2)	Wireless services related to the Wireless segment 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.

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Note 15.	Quarterly Financial Data (Unaudited)

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

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Note 16.	Related-Party Transactions

Note 17.	Subsequent Events

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1.	Description of Business

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2.	Summary of Significant Accounting Policies

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

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

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

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3.	Investments

4.	Property, Plant and Equipment

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

5.	Spectrum Licenses

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6.	Other Intangible Assets

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7.	Supplemental Information on Liabilities

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8.	Income Taxes

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9.	Long-term Debt, Net

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

(2)	Coupon rate based on 3-month LIBOR plus a spread of 5.50% (secured) and 7.00% (unsecured). Included in the balance are unsecured notes with par amount of $15.2 million at July 9, 2013.

(3)	As of July 9, 2013, par amount of approximately $138.0 million is secured by assets classified as Network and base station equipment. The remaining par amount is unsecured.

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

(5)	The discount on the Sprint Notes is accreted as interest expense on a straight-line basis over the life of the notes due to the magnitude of the initial discount. For further discussion, see Sprint Notes below.

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

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

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

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

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

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

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10.	Derivative Instruments

11.	Fair Value

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

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

(1)	Carrying value as of July 9, 2013 and December 31, 2012 is net of $153.0 million and $165.1 million discount, respectively, arising from the separation of the Exchange Options from the debt host instrument. The fair value of the Exchangeable

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(2)	Carrying value as of July 9, 2013 is net of $227.3 million discount arising from the BCF. See Note 9, Long-term Debt, Net for additional discussion.

12.	Commitments and Contingencies

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

(2)	Payments include $41.3 million representing interest.

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13.	Share-Based Payments

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14.	Stockholders’ Equity

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

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15.	Related Party Transactions

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16.	Subsequent Events

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