Bond Sprintec 7.125% ( US85207UAH86 ) in USD

Issuer Sprintec
Market price 100 %  ▲ 
Country  United States
ISIN code  US85207UAH86 ( in USD )
Interest rate 7.125% per year ( payment 2 times a year)
Maturity 14/06/2024 - Bond has expired



Prospectus brochure of the bond Sprint US85207UAH86 in USD 7.125%, expired


Minimal amount 2 000 USD
Total amount 2 500 000 000 USD
Cusip 85207UAH8
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Detailed description Sprint is a time-boxed, iterative process used for rapid prototyping and testing of new ideas, typically lasting one to five days.

Sprint's US$2,500,000,000 7.125% Bonds (ISIN: US85207UAH86, CUSIP: 85207UAH8), issued in the United States, matured on June 14, 2024, and have been redeemed at 100% of face value, with a minimum trading increment of $2,000; the bonds were rated BB+ by S&P and Baa3 by Moody's, paying semi-annually.







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Table of Contents
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-199184

Prospectus

SPRINT CORPORATION

Offer to Exchange up to
Offer to Exchange up to
Offer to Exchange up to
$2,250,000,000
$4,250,000,000
$2,500,000,000
Aggregate Principal Amount of
Aggregate Principal Amount of
Aggregate Principal Amount of
Newly Issued
Newly Issued
Newly Issued
7.250% Notes due 2021
7.875% Notes due 2023
7.125% Notes due 2024



For
For
For



a Like Principal Amount of
a Like Principal Amount of
a Like Principal Amount of
Outstanding
Outstanding
Outstanding
Restricted 7.250% Notes due 2021
Restricted 7.875% Notes due 2023
Restricted 7.125% Notes due 2024
Issued on September 11, 2013

Issued on September 11, 2013

Issued on December 12, 2013


On September 11, 2013, Sprint Corporation issued $2,250,000,000 aggregate principal amount of restricted 7.250% Notes due 2021 and
$4,250,000,000 aggregate principal amount of restricted 7.875% Notes due 2023 and on December 12, 2013, Sprint Corporation issued
$2,500,000,000 aggregate principal amount of restricted 7.125% Notes due 2024 in private placements. We refer to these notes collectively as the
"Original Notes." The Original Notes are fully and unconditionally guaranteed by Sprint Corporation's wholly owned subsidiary, Sprint
Communications, Inc.
We are offering to exchange up to $2,250,000,000 aggregate principal amount of new 7.250% Notes due 2021, $4,250,000,000 aggregate
principal amount of new 7.875% Notes due 2023 and $2,500,000,000 aggregate principal amount of new 7.125% Notes due 2024, which we refer
to collectively as the "Exchange Notes," for our outstanding restricted 7.250% Notes due 2021, restricted 7.875% Notes due 2023 and restricted
7.125% Notes due 2024, respectively. We refer to these offers to exchange collectively as the "Exchange Offer." The terms of the Exchange Notes
are substantially identical to the terms of the Original Notes, except that the Exchange Notes will be registered under the Securities Act of 1933, or
the "Securities Act," and the transfer restrictions and registration rights and related special interest provisions applicable to the Original Notes will
not apply to the Exchange Notes. Each series of Exchange Notes will be part of the same series of corresponding Original Notes and issued under
the same base indenture and applicable supplemental indenture. The Exchange Notes will be exchanged for Original Notes of the corresponding
series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any proceeds from the issuance
of Exchange Notes in the Exchange Offer.
You may withdraw tenders of Original Notes at any time prior to the expiration of the Exchange Offer.


The Exchange Offer expires at 9:00 a.m. New York City time on November 14, 2014 (which is the 21st business day after the
commencement of the Exchange Offer), unless extended, which we refer to as the "Expiration Date."
We do not intend to list the Exchange Notes on any securities exchange or to seek approval through any automated quotation system, and no
active public market for the Exchange Notes is anticipated.
You should consider carefully the risk factors beginning on page 10 of this prospectus before deciding
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whether to participate in the Exchange Offer.
Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of these
Exchange Notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus is October 16, 2014.
Table of Contents
TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii
WHERE YOU CAN FIND MORE INFORMATION
iv
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
v
SUMMARY
1
RISK FACTORS
10
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
15
THE EXCHANGE OFFER
17
RATIO OF EARNINGS TO FIXED CHARGES
24
USE OF PROCEEDS
25
DESCRIPTION OF THE NOTES
26
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
42
PLAN OF DISTRIBUTION
43
EXPERTS
44
LEGAL MATTERS
44

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This prospectus may only be used where it is legal to make the Exchange Offer and by a broker-dealer for resales of Exchange Notes
acquired in the Exchange Offer where it is legal to do so.
Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, this
prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus.
We will provide this information to you at no charge upon written or oral request directed to: Sprint Corporation, 6200 Sprint Parkway,
Overland Park, Kansas 66251, Attention: Investor Relations, telephone: (800) 259-3755. In order to receive timely delivery of any
requested documents in advance of the Expiration Date, you should make your request no later than November 6, 2014, which is five full
business days before you must make a decision regarding the Exchange Offer.
In making a decision regarding the Exchange Offer, you should rely only on the information contained in or incorporated by reference into
this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not
rely on it.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date of the front cover of this
prospectus or that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the incorporated
document. Neither the delivery of this prospectus nor any exchange made hereunder shall under any circumstances imply that the information
herein is correct as of any date subsequent to the date on the cover of this prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.
In this prospectus, unless otherwise indicated (including, without limitation, as set forth under the heading "Description of the Notes"), the
terms "Company," "issuer," "Sprint," "us," "we" and "our" refer to Sprint Corporation and its consolidated subsidiaries. In this prospectus, unless
otherwise indicated, including as set forth under the heading "Description of the Notes," the term "Sprint Communications" refers to Sprint
Communications, Inc. but not its subsidiaries.
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Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of Exchange Notes. The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of Exchange Notes received in exchange for Original Notes where the Original Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which
the registration statement of which this prospectus forms a part is declared effective and (ii) the date on which a broker-dealer is no longer required
to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer
for use in connection with these resales. See "Plan of Distribution."
TRADEMARKS, SERVICE MARKS 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 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 are listed without the ©,® and TM 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.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein may contain forward-looking statements. They can be identified by the
use of forward-looking words, such as "may," "could," "estimate," "project," "forecast," "intend," "expect," "believe," "target," "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, among other things, the following:


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


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

· our ability to operationalize the anticipated benefits from the SoftBank Corp. ("SoftBank"), Clearwire (as defined below) and United

States Cellular Corporation ("U.S. Cellular") transactions;


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

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

(together "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;
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· 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 various 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;

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· potential increase in subscriber churn, bad debt expense and write-offs related to our service plans;


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

· 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

Federal Communications Commission'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 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, including the information incorporated by reference, to reflect future events or developments.
WHERE YOU CAN FIND MORE 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 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 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, other than documents that we file with the SEC that
are incorporated by reference in this prospectus.
This prospectus contains summaries of provisions contained in some of the documents discussed in this prospectus, but reference is made to
the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the
documents referred to in this prospectus have been filed or will be filed or incorporated by reference as exhibits to the registration statement of
which this prospectus is 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.

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Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We have incorporated by reference information into this prospectus. We will make those documents available to you without charge upon
your oral or written request. Requests for those documents should be directed to Sprint Corporation, 6200 Sprint Parkway, Overland Park, Kansas
66251, Attention: Investor Relations, telephone: (800) 259-3755.
This prospectus incorporates by reference the following documents that we have filed with the SEC but have not included or delivered with
this prospectus:

· 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);


· Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 8, 2014; and

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

2014 and on Form 8-K/A filed on August 6, 2013 (but only with respect to Exhibit 99.4) and April 23, 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 Exchange Act,
after the date of this prospectus until the Exchange Offer 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 from the date of filing of those documents.
Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be
deemed to be modified or superseded to the extent that a statement contained in this prospectus or in any other subsequently filed document which
is also incorporated or deemed to be incorporated into this 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 or the accompanying prospectus.
The information relating to us contained in this prospectus should be read together with the information in the documents incorporated by
reference.

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SUMMARY
This summary highlights information contained elsewhere in or incorporated by reference into this prospectus. This summary does not
contain all of the information that you should consider in making your investment decision. You should read the following summary together
with the entire prospectus, including the more detailed information regarding our Company, the Exchange Notes (as defined below) and the
consolidated financial statements and the related notes incorporated by reference into this prospectus. You should also carefully consider,
among other things, the matters discussed in the section entitled "Risk Factors" in this prospectus before making an investment decision.
Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking
Statements."
Company Overview
Sprint Corporation, including its subsidiaries, is a communications company offering a comprehensive range of wireless and wireline
communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers, and
resellers.
As of June 30, 2014, we are the third largest wireless communications company in the United States based on wireless revenue, one of
the largest providers of wireline long distance services, and one of the largest internet carriers in the nation. Our services are provided through
our ownership of extensive wireless networks, an all-digital global long distance network and a Tier 1 Internet backbone. We offer wireless
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and wireline voice and data transmission services to subscribers in all 50 states, Puerto Rico, and the U.S. Virgin Islands under the Sprint
corporate brand, which includes our retail brands of Sprint®, Boost Mobile®, Virgin Mobile®, and Assurance Wireless® on networks that
utilize third generation code division multiple access or Internet protocol technologies. We also offer fourth generation services utilizing Long
Term Evolution as well as Worldwide Interoperability for Microwave Access technologies (which we expect to shut-down by the end of
calendar year 2015). We utilize these networks to offer our wireless and wireline subscribers differentiated products and services whether
through the use of a single network or a combination of these networks. We offer wireless services on a postpaid and prepaid payment basis to
retail subscribers and also on a wholesale and affiliate basis, which includes the sale of wireless services that utilize the Sprint network but are
sold under the wholesaler's brand.
We maintain our principal executive offices at 6200 Sprint Parkway, Overland Park, Kansas 66251. Our telephone number there is
(800) 829-0965. The address of our website is www.sprint.com. Information on, or accessible through, our website is expressly not
incorporated by reference into, and does not constitute a part of, this prospectus.


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The Exchange Offer

The Exchange Offer
We are offering to exchange up to (i) $2,250,000,000 aggregate principal amount of
Sprint Corporation's registered 7.250% Notes due 2021, which we refer to as the "New
2021 Notes," for an equal principal amount of Sprint Corporation's outstanding
restricted 7.250% Notes due 2021, which we refer to as the "Original 2021 Notes," that
were issued on September 11, 2013, (ii) $4,250,000,000 aggregate principal amount of
Sprint Corporation's registered 7.875% Notes due 2023, which we refer to as the "New
2023 Notes," for an equal principal amount of Sprint Corporation's outstanding
restricted 7.875% Notes due 2023, which we refer to as the "Original 2023 Notes," that
were issued on September 11, 2013 and (iii) $2,500,000,000 aggregate principal amount
of Sprint Corporation's registered 7.125% Notes due 2024, which we refer to as the
"New 2024 Notes," for an equal principal amount of Sprint Corporation's outstanding
restricted 7.125% Notes due 2024, which we refer to as the "Original 2024 Notes," that
were issued on December 12, 2013. We refer to the Original 2021 Notes, the Original
2023 Notes and the Original 2024 Notes collectively as the "Original Notes." We refer
to the New 2021 Notes, the New 2023 Notes and the New 2024 Notes collectively as the
"Exchange Notes." The terms of each series of Exchange Notes are identical in all
material respects to those of the corresponding series of Original Notes, except for
transfer restrictions and registration rights and related special interest provisions relating
to the Original Notes. Each series of Exchange Notes will be of the same class as the
corresponding series of outstanding Original Notes. Holders of Original Notes do not
have any appraisal or dissenters' rights in connection with the Exchange Offer.

Purpose of the Exchange Offer
The Exchange Notes are being offered to satisfy our obligations under the respective
registration rights agreements entered into at the time we issued and sold the Original
2021 Notes, the Original 2023 Notes and the Original 2024 Notes.

Expiration Date; withdrawal of tenders; return of The Exchange Offer will expire at 9:00 a.m., New York City time, on November 14,
Original Notes not accepted for exchange
2014, or on a later date and time to which we extend it. We refer to such time and date
as the "Expiration Date." Tenders of Original Notes in the Exchange Offer may be
withdrawn at any time prior to the Expiration Date. We will exchange the Exchange
Notes for validly tendered Original Notes promptly following the Expiration Date. Any
Original Notes that are not accepted for exchange for any reason will be returned by us,
at our expense, to the tendering holder promptly after the expiration or termination of
the Exchange Offer.


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Procedures for tendering Original Notes
Each holder of Original Notes wishing to participate in the Exchange Offer must follow
procedures of DTC's Automated Tender Offer Program, or "ATOP," subject to the
terms and procedures of that program. The ATOP procedures require that the exchange
agent receive, prior to the Expiration Date, a computer-generated message known as an
"agent's message" that is transmitted through ATOP and that DTC confirm that:


· DTC has received instructions to exchange your Original Notes; and


· you agree to be bound by the terms of the letter of transmittal.


See "The Exchange Offer--Procedures for tendering Original Notes."

Consequences of failure to exchange the Original You will continue to hold Original Notes, which will remain subject to their existing
Notes
transfer restrictions if you do not validly tender your Original Notes or you tender your
Original Notes and they are not accepted for exchange. With some limited exceptions,
we will have no obligation to register the Original Notes after we consummate the
Exchange Offer. See "The Exchange Offer--Terms of the Exchange Offer" and "The
Exchange Offer--Consequences of failure to exchange."

Conditions to the Exchange Offer
The Exchange Offer is not conditioned upon any minimum aggregate principal amount
of Original Notes of any series being tendered or accepted for exchange. The Exchange
Offer is subject to customary conditions, which may be waived by us in our discretion.
We currently expect that all of the conditions will be satisfied and that no waivers will
be necessary.

Exchange agent
The Bank of New York Mellon Trust Company, N.A.

United States federal income tax considerations
Your exchange of an Original Note for an Exchange Note of the corresponding series
will not constitute a taxable exchange. The exchange will not result in taxable income,
gain or loss being recognized by you. Immediately after the exchange, you will have the
same adjusted tax basis and holding period in each Exchange Note received as you had
immediately prior to the exchange in the corresponding Original Note surrendered. See
"United States Federal Income Tax Considerations."

Risk factors
You should consider carefully the risk factors beginning on page 10 of this prospectus
before deciding whether to participate in the Exchange Offer.


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The Exchange Notes
The following is a brief summary of the principal terms of the Exchange Notes. The terms of each series of Exchange Notes are identical
in all material respects to those of the corresponding series of Original Notes, except that the transfer restrictions and registration rights and
related special interest provisions relating to the Original Notes will not apply to the Exchange Notes. Certain of the terms and conditions
described below are subject to important limitations and exceptions. For a more complete description of the terms of the Exchange Notes, see
"Description of the Notes."
The New 2021 Notes

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Issuer
Sprint Corporation

Securities offered
$2,250,000,000 aggregate principal amount of 7.250% Notes due 2021. The New 2021
Notes offered hereby will be of the same class as the Original 2021 Notes.

Maturity date
The New 2021 Notes will mature on September 15, 2021.

Interest payment dates
March 15 and September 15, commencing March 15, 2014.

Optional redemption
The New 2021 Notes will be redeemable, from time to time, as a whole or in part, at
our option, at a redemption price equal to the greater of 100% of the principal amount of
the New 2021 Notes to be redeemed, and the sum of the present values of the remaining
scheduled payments of principal and interest that would be due but for the redemption,
discounted to the redemption date, on a semi-annual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Treasury Rate (as defined in "Description of
the Notes--Make whole optional redemption"), plus 50 basis points; plus, in each case,
accrued interest to the date of redemption that has not been paid. See "Description of the
Notes--Make whole optional redemption."

Repurchase of New 2021 Notes upon a change of
The occurrence of a change of control, together with a ratings decline, will be a
control triggering event.
triggering event requiring us to offer to purchase from you all or a portion of your New
2021 Notes at a price equal to 101% of their aggregate principal amount, together with
accrued and unpaid interest, if any, up to but excluding the date of repurchase.

Guarantee
The New 2021 Notes will be fully and unconditionally guaranteed on a senior unsecured
basis by Sprint Communications (the "2021 Notes Sprint Communications Guarantee").

Ranking
The New 2021 Notes will be our general unsecured senior obligations and will:


· rank equally with our other senior unsecured indebtedness;


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· 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 existing and 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 the Notes--Ranking."

Absence of public market for the New 2021 Notes The New 2021 Notes are a new issue of securities for which there is currently no
established trading market. We do not intend to apply for a listing of the New 2021
Notes on any securities exchange or an automated dealer quotation system.
Accordingly, there can be no assurance as to the development or liquidity of any market
for the New 2021 Notes.

Use of proceeds
We will not receive any cash proceeds from the issuance of the New 2021 Notes. See
"Use of Proceeds."

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Trustee
The Bank of New York Mellon Trust Company, N.A.
The New 2023 Notes

Issuer
Sprint Corporation

Securities offered
$4,250,000,000 aggregate principal amount of 7.875% Notes due 2023. The New 2023
Notes offered hereby will be of the same class as the Original 2023 Notes.

Maturity date
The New 2023 Notes will mature on September 15, 2023.

Interest payment dates
March 15 and September 15, commencing March 15, 2014.

Optional redemption
The New 2023 Notes will be redeemable, from time to time, as a whole or in part, at
our option, at a redemption price equal to the greater of 100% of the principal amount of
the New 2023 Notes to be redeemed, and the sum of the present values of the remaining
scheduled payments of principal and interest that would be due but for the redemption,
discounted to the redemption date, on a semi-annual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Treasury Rate (as defined in "Description of
the Notes--Make whole optional redemption"), plus 50 basis points; plus, in each case,
accrued interest to the date of redemption that has not been paid. See "Description of the
Notes--Make whole optional redemption."


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Repurchase of New 2023 Notes upon a change of
The occurrence of a change of control, together with a ratings decline, will be a
control triggering event.
triggering event requiring us to offer to purchase from you all or a portion of your New
2023 Notes at a price equal to 101% of their aggregate principal amount, together with
accrued and unpaid interest, if any, up to but excluding the date of repurchase.

Guarantee
The New 2023 Notes will be fully and unconditionally guaranteed on a senior unsecured
basis by Sprint Communications (the "2023 Notes Sprint Communications Guarantee").

Ranking
The New 2023 Notes will be our general unsecured senior obligations and will:


· rank equally with our other senior unsecured indebtedness;

· 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 existing and 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 the Notes--Ranking."

Absence of public market for the New 2023 Notes The New 2023 Notes are a new issue of securities for which there is currently no
established trading market. We do not intend to apply for a listing of the New 2023
Notes on any securities exchange or an automated dealer quotation system.
Accordingly, there can be no assurance as to the development or liquidity of any market
for the New 2023 Notes.
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424B3

Use of proceeds
We will not receive any cash proceeds from the issuance of the New 2023 Notes. See
"Use of Proceeds."

Trustee
The Bank of New York Mellon Trust Company, N.A.
The New 2024 Notes

Issuer
Sprint Corporation

Securities offered
$2,500,000,000 aggregate principal amount of 7.125% Notes due 2024. The New 2024
Notes offered hereby will be of the same class as the Original 2024 Notes.

Maturity date
The New 2024 Notes will mature on June 15, 2024.


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Table of Contents
Interest payment dates
June 15 and December 15, commencing June 15, 2014.

Optional redemption
The New 2024 Notes will be redeemable, from time to time, as a whole or in part, at
our option, at a redemption price equal to the greater of 100% of the principal amount of
the New 2024 Notes to be redeemed, and the sum of the present values of the remaining
scheduled payments of principal and interest that would be due but for the redemption,
discounted to the redemption date, on a semi-annual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Treasury Rate (as defined in "Description of
the Notes--Make whole optional redemption"), plus 50 basis points; plus, in each case,
accrued interest to the date of redemption that has not been paid. See "Description of the
Notes--Make whole optional redemption."

Repurchase of New 2024 Notes upon a change of
The occurrence of a change of control, together with a ratings decline, will be a
control triggering event
triggering event requiring us to offer to purchase from you all or a portion of your New
2024 Notes at a price equal to 101% of their aggregate principal amount, together with
accrued and unpaid interest, if any, up to but excluding the date of repurchase.

Guarantee
The New 2024 Notes will be fully and unconditionally guaranteed on a senior unsecured
basis by Sprint Communications (together with the 2021 Notes Sprint Communications
Guarantee and the 2023 Notes Sprint Communications Guarantee, the "Sprint
Communications Guarantee").

Ranking
The New 2024 Notes will be our general unsecured senior obligations and will:


· rank equally with our other senior unsecured indebtedness;

· 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 existing and 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 the Notes--Ranking."
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Document Outline