Edgar Filing: SPRINT NEXTEL CORP

Sprint Q1 2012 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File number 1-04721

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SPRINT NEXTEL CORPORATION

(Exact name of registrant as specified in its charter)

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KANSAS	48-0457967
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6200 Sprint Parkway, Overland Park, Kansas	66251
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (800) 829-0965

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x

COMMON SHARES OUTSTANDING AT APRIL 30, 2012:



VOTING COMMON STOCK
Series 1	2,998,846,544

Table of Contents

SPRINT NEXTEL CORPORATION

TABLE OF CONTENTS



		Page Reference
Item	PART I — FINANCIAL INFORMATION
1.	Financial Statements	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Comprehensive Loss	2
	Consolidated Statements of Cash Flows	3
	Consolidated Statement of Shareholders' Equity	4
	Notes to the Consolidated Financial Statements	5
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
3.	Quantitative and Qualitative Disclosures about Market Risk	42
4.	Controls and Procedures	42


	PART II — OTHER INFORMATION
1.	Legal Proceedings	43
1A.	Risk Factors	43
2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
3.	Defaults upon Senior Securities	43
4.	Mine Safety Disclosures	43
5.	Other Information	43
6.	Exhibits	44
Signature		46

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PART I —FINANCIAL INFORMATION


Item 1.	Financial Statements (Unaudited)

SPRINT NEXTEL CORPORATION

CONSOLIDATED BALANCE SHEETS



	March 31, 2012			December 31, 2011
	(in millions, except share and per share data)
ASSETS
Current assets
Cash and cash equivalents	$	7,095		$	5,447
Short-term investments	477			150
Accounts and notes receivable, net of allowance for doubtful accounts of $168 and $219	3,216			3,206
Device and accessory inventory	693			913
Deferred tax assets	115			130
Prepaid expenses and other current assets	628			491
Total current assets	12,224			10,337
Investments	1,780			1,996
Property, plant and equipment, net	13,500			14,009
Intangible assets
Goodwill	359			359
FCC licenses and other	20,540			20,453
Definite-lived intangible assets, net	1,541			1,616
Other assets	673			613
Total assets	$	50,617		$	49,383
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	2,847		$	2,495
Accrued expenses and other current liabilities	3,584			3,996
Current portion of long-term debt, financing and capital lease obligations	8			8
Total current liabilities	6,439			6,499
Long-term debt, financing and capital lease obligations	22,260			20,266
Deferred tax liabilities	7,013			6,986
Other liabilities	4,314			4,205
Total liabilities	40,026			37,956
Commitments and contingencies
Shareholders' equity
Common shares, voting, par value $2.00 per share, 6.5 billion shares authorized, 2.997 and 2.996 billion shares issued	5,995			5,992
Paid-in capital	46,723			46,716
Accumulated deficit	(41,352		)	(40,489		)
Accumulated other comprehensive loss	(775		)	(792		)
Total shareholders' equity	10,591			11,427
Total liabilities and shareholders' equity	$	50,617		$	49,383

See Notes to the Consolidated Financial Statements

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SPRINT NEXTEL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



	Three Months Ended
	March 31,
	2012			2011
	(in millions, except per share amounts)
Net operating revenues	$	8,734		$	8,313
Net operating expenses
Cost of services and products (exclusive of depreciation and amortization included below)	5,085			4,396
Selling, general and administrative	2,436			2,403
Asset impairments	84			—
Depreciation	1,590			1,122
Amortization	76			133
Other, net	(282		)	—
	8,989			8,054
Operating (loss) income	(255		)	259
Other expense
Interest expense	(298		)	(249		)
Equity in losses of unconsolidated investments and other, net	(273		)	(412		)
	(571		)	(661		)
Loss before income taxes	(826		)	(402		)
Income tax expense	(37		)	(37		)
Net loss	$	(863	)	$	(439	)

Basic and diluted net loss per common share	$	(0.29	)	$	(0.15	)
Basic and diluted weighted average common shares outstanding	2,999			2,992

Other comprehensive income, net of tax:
Net unrealized holding gains on securities and other	$	7		$	11
Net unrecognized net periodic pension and other postretirement benefits	10			10
Other comprehensive income	17			21
Comprehensive loss	$	(846	)	$	(418	)

See Notes to the Consolidated Financial Statements

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SPRINT NEXTEL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Three Months Ended
	March 31,
	2012			2011
	(in millions)
Cash flows from operating activities
Net loss	$	(863	)	$	(439	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Asset impairments	84			—
Depreciation and amortization	1,666			1,255
Provision for losses on accounts receivable	136			73
Share-based compensation expense	17			18
Deferred income taxes	32			27
Equity in losses of unconsolidated investments and other, net	273			412
Gains from asset dispositions and exchanges	(29		)	—
Contribution to pension plan	(92		)	(100		)
Spectrum hosting contract termination	(236		)	—
Other changes in assets and liabilities:
Accounts and notes receivable	(78		)	32
Inventories and other current assets	52			(165		)
Accounts payable and other current liabilities	52			(236		)
Non-current assets and liabilities, net	(63		)	23
Other, net	27			19
Net cash provided by operating activities	978			919
Cash flows from investing activities
Capital expenditures	(783		)	(644		)
Expenditures relating to FCC licenses	(56		)	(74		)
Investment in Clearwire	(128		)	—
Proceeds from sales and maturities of short-term investments	150			300
Purchases of short-term investments	(477		)	(340		)
Other, net	(1		)	(23		)
Net cash used in investing activities	(1,295		)	(781		)
Cash flows from financing activities
Proceeds from debt and financings	2,000			—
Repayments of debt and capital lease obligations	(2		)	(1,652		)
Debt financing costs	(36		)	(3		)
Other, net	3			2
Net cash provided by (used in) financing activities	1,965			(1,653		)
Net increase (decrease) in cash and cash equivalents	1,648			(1,515		)
Cash and cash equivalents, beginning of period	5,447			5,173
Cash and cash equivalents, end of period	$	7,095		$	3,658

See Notes to the Consolidated Financial Statements

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SPRINT NEXTEL CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(in millions)



	Common Shares			Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares	Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance, December 31, 2011	2,996	$	5,992	$	46,716	$	(40,489	)	$	(792	)	$	11,427
Net loss						(863		)				(863		)
Other comprehensive income, net of tax									17			17
Issuance of common shares, net	1	3										3
Share-based compensation expense				7								7
Balance, March 31, 2012	2,997	$	5,995	$	46,723	$	(41,352	)	$	(775	)	$	10,591

See Notes to the Consolidated Financial Statements

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

INDEX



		Page Reference
1.	Basis of Presentation	6

2.	New Accounting Pronouncements	6

3.	Investments	6

4.	Financial Instruments	8

5.	Property, Plant and Equipment	9

6.	Intangible Assets	10

7.	Accounts Payable	10

8.	Long-Term Debt, Financing and Capital Lease Obligations	11

9.	Income Taxes	12

10.	Spectrum Hosting	13

11.	Commitments and Contingencies	14

12.	Compensation Plans	15

13.	Per Share Data	18

14.	Segments	18

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 1.	Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been omitted. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2011. Unless the context otherwise requires, references to “Sprint,” “we,” “us,” “our” and the “Company” mean Sprint Nextel Corporation and its consolidated subsidiaries.

The preparation of the unaudited interim consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements. These estimates are inherently subject to judgment and actual results could differ.

Certain prior period amounts have been reclassified to conform to the current period presentation.


Note 2.	New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs which resulted in common requirements for measuring fair value and for disclosing information about fair value measurement under both U.S. GAAP and International Financial Reporting Standards (IFRS), including a consistent definition of the term "fair value." The amendments were effective beginning in the first quarter of 2012, and did not have a material effect on our consolidated financial statements.

The FASB issued authoritative guidance regarding Comprehensive Income: Presentation of Comprehensive Income in June 2011, which was subsequently revised in December 2011, that amends existing guidance to present the total of comprehensive income, the components of net income and the components of other comprehensive income, in either one continuous statement of comprehensive income or in two consecutive financial statements. The guidance eliminates the option to present the components of other comprehensive income in the statement of changes in shareholders' equity. The amendments were effective beginning in the first quarter 2012, with early adoption permitted, require retrospective application, and only affect presentation of information in our primary financial statements. We early adopted the new presentation requirements in our annual report on Form 10-K for the year ended December 31, 2011, which resulted in reporting the components of comprehensive income (loss) in the Consolidated Statements of Comprehensive Loss, rather than the Consolidated Statements of Shareholders' Equity, as previously reported.

In September 2011, the FASB issued authoritative guidance regarding Testing Goodwill for Impairment which is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities with the option of performing a qualitative assessment to determine whether further impairment testing is necessary. The revised standard was effective for annual and interim goodwill impairment tests performed beginning in the first quarter of 2012, with early adoption permitted under certain circumstances. We early adopted the provisions of this standard as part of our annual assessment of goodwill with no effect on our financial statements.


Note 3.	Investments

The components of investments were as follows:



	March 31, 2012		December 31, 2011
	(in millions)
Marketable equity securities	$	54	$	43
Equity method and other investments	1,726		1,953
	$	1,780	$	1,996

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Equity Method Investment in Clearwire

Sprint's Ownership Interest

Sprint's investment in Clearwire Corporation and its consolidated subsidiary Clearwire Communications LLC (together, "Clearwire") is part of our plan to participate in the fourth generation (4G) wireless broadband market. Sprint offers 4G products utilizing Clearwire's 4G wireless broadband network in available markets. As of March 31, 2012, Sprint held approximately 50.0% of a non-controlling economic interest in Clearwire Communications LLC and a 47.1% non-controlling voting interest in Clearwire Corporation (together, “Equity Interests”) for which the carrying value totaled $1.4 billion.

In addition to our Equity Interests, Sprint holds two notes receivable from Clearwire as of March 31, 2012. On January 2, 2012, in conjunction with new long-term pricing agreements reached between the two companies in the fourth quarter of 2011, Sprint provided $150 million to Clearwire in exchange for a promissory note. The note has a stated interest rate of 11.5% that matures in two installments of $75 million plus accrued interest in January 2013 and in January 2014. The difference between the fair value of the note and its face value has been recorded as a prepaid expense, which will be amortized over the term of the note to cost of service. Sprint, at its sole discretion, can choose to offset any amounts payable by Clearwire under this promissory note against amounts owed by Sprint under the mobile virtual network operator (MVNO) agreement. Additionally, Sprint holds a note receivable from Clearwire issued in 2008 with a fixed interest rate of 12% and a maturity date of December 2015. The total carrying value of the notes receivable, which includes accretion related to premiums for both notes and fees associated with the 2009 replacement of the 2008 note, was $309 million and $178 million as of March 31, 2012 and December 31, 2011, respectively. The carrying value of Sprint's Equity Interests, together with the long-term portion of the carrying value of the notes receivable, are included in the line item "Investments" in Sprint's consolidated balance sheets. The current portion of the carrying value of the notes receivable is included in the line item "Prepaid expenses and other current assets" in Sprint's consolidated balance sheets.

Equity in Losses and Summarized Financial Information

Equity in losses from Clearwire were $290 million and $418 million for the three-month periods ended March 31, 2012 and 2011, respectively. Sprint's losses from its investment in Clearwire consist of Sprint's share of Clearwire's net loss and other adjustments, if any, such as non-cash impairment of our investment, gains or losses associated with the dilution of Sprint's ownership interest resulting from Clearwire's equity issuances, and other items recognized by Clearwire Corporation that do not affect Sprint's economic interest. Sprint's equity in losses from Clearwire for the three-month periods ended March 31, 2012 and 2011 include charges of approximately $40 million and $92 million, respectively, which are associated with Clearwire's write-off of certain network and other assets that no longer meet its strategic plans.

Summarized financial information for Clearwire is as follows:



	Three Months Ended
	March 31,
	2012			2011
	(in millions)
Revenues	$	323		$	237
Operating expenses	(745		)	(884		)
Operating loss	$	(422	)	$	(647	)
Net loss from continuing operations before non-controlling interests	$	(561	)	$	(793	)
Net income (loss) from discontinued operations before non-controlling interests	$	1		$	(41	)

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Sprint's Recoverability

At each financial reporting measurement date, we evaluate the excess, if any, of Sprint's carrying value over the estimated fair value of our investment in Clearwire to determine if such excess, an implied unrealized loss, is other-than-temporary. Our evaluation considers, among other things, both observable and unobservable inputs, including Clearwire's market capitalization, historical volatility associated with Clearwire's common stock, the duration of a decline in Clearwire's average trading stock price below Sprint's carrying value, potential tax benefits, governance rights associated with our non-controlling voting interest, and our expectation of the duration of our ongoing relationship, as well as other factors. As of March 31, 2012, Clearwire's closing stock price of $2.28 per share over the carrying value of Sprint's investment in Clearwire of $1.99 per share was equivalent to an excess of $204 million, prior to consideration of any potential tax benefits and governance rights associated with our non-controlling voting interest. Based upon the evaluation of factors described above, we believe that as of March 31, 2012 the carrying value of our investment, including our notes receivable, is recoverable. The determination of an estimate of fair value for a non-public security, such as our non-controlling voting interest, is subject to significant judgment and uncertainty.

Clearwire Related-Party Transactions

Sprint's equity method investment in Clearwire includes agreements by which we resell wireless data services utilizing Clearwire's 4G network. In addition, Clearwire utilizes the Sprint network to provide dual-mode service to its customers in those areas where access to its 4G network is not yet available. Amounts included in our consolidated balance sheets related to our agreement to purchase 4G services from Clearwire as of March 31, 2012 and December 31, 2011 totaled $51 million and $5 million, respectively, for prepaid expenses and other current assets and $155 million and $77 million, respectively, for accounts payable, accrued expense and other liabilities. Cost of services and products included in our consolidated statements of comprehensive loss related to our agreement to purchase 4G services from Clearwire totaled $105 million and $46 million for the three-month periods ended March 31, 2012 and 2011, respectively.


Note 4.	Financial Instruments

Cash and cash equivalents, accounts and notes receivable, and accounts payable are carried at cost, which approximates fair value. Our short-term investments (consisting primarily of time deposits, commercial paper, certificate of deposits, and Treasury securities), totaling $477 million and $150 million as of March 31, 2012 and December 31, 2011, respectively, are recorded at amortized cost, and the respective carrying amounts approximate fair value. The fair value of our marketable equity securities totaling $54 million and $43 million as of March 31, 2012 and December 31, 2011, respectively, is measured on a recurring basis using quoted prices in active markets.

The estimated fair value of current and long-term debt is determined based on quoted prices in active markets or by using other observable inputs that are derived principally from or corroborated by observable market data. The fair value of financing and capital lease obligations is estimated using a valuation model based on the lease terms of the obligations and market-based parameters such as bond interest rates. The following table presents carrying amounts and estimated fair values of our current and long-term debt, financing and capital lease obligations:



	Carrying amount		Estimated Fair Value Using Input Type
	Carrying amount		Quoted prices in active markets		Observable		Unobservable		Total estimated fair value
	(in millions)
March 31, 2012	$	22,268	$	13,032	$	8,014	$	—	$	21,046
December 31, 2011	$	20,274	$	12,567	$	5,732	$	—	$	18,299

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 5.	Property, Plant and Equipment

Property, plant and equipment consists primarily of network equipment and other long-lived assets used to provide service to our subscribers. In the first quarter 2012, we formalized our plans to take off-air roughly one-third, or 9,600 cell sites, of our total Nextel platform by the end of the third quarter 2012. We also expect to complete our transition of customers from the Nextel platform to our Sprint platform by the end of 2013, which should allow us to take off-air the remainder of our Nextel platform sites. As a result, in the first quarter 2012, we revised our estimates of the expected useful lives of certain assets and asset retirement obligations through the end of our estimated benefit period of such assets, which is not expected to extend beyond the end of 2013. The exact timing of the acceleration is dependent upon when the assets are expected to be phased out of service, and accordingly, could result in further revision during the decommissioning period. In addition, increasing data usage driven by more subscribers, a shift to smartphones, and more data usage by subscribers is expected to require additional legacy 3G data capacity equipment that will not be utilized beyond the final deployment of Network Vision's multi-mode technology. As a result, the estimated useful lives of such equipment will be shortened, as compared to similar prior capital expenditures, through the date on which Network Vision equipment is deployed and in-service. The incremental effect of accelerated depreciation expense in 2012 and 2013 is expected to be material to our consolidated financial statements and totaled $543 million, of which the majority related to the Nextel platform, in the first quarter 2012.

In connection with Network Vision, certain spectrum licenses that were not previously placed in service are now being prepared for their intended use. As qualifying activities are performed related to Network Vision, interest expense primarily related to the carrying value of these spectrum licenses is being capitalized to construction in progress within property, plant and equipment. Interest expense capitalized in connection with the construction of long-lived assets totaled $115 million and $99 million for the three-month periods ended March 31, 2012 and 2011, respectively. Construction in progress (including any capitalized interest) associated with Network Vision, which began in 2011, is expected to be depreciated using the straight-line method based on estimated economic useful lives, which are expected to be depreciated over a weighted average useful life of approximately eight years, once the assets are placed in service.

The components of property, plant and equipment, and the related accumulated depreciation were as follows:



	March 31, 2012			December 31, 2011
	(in millions)
Land	$	333		$	333
Network equipment, site costs and related software	37,909			37,600
Buildings and improvements	4,896			4,895
Non-network internal use software, office equipment and other	2,083			2,111
Construction in progress	1,977			1,752
Less accumulated depreciation	(33,698		)	(32,682		)
Property, plant and equipment, net	$	13,500		$	14,009

Asset Impairments

For the three-month period ended March 31, 2012, we recorded asset impairments of $84 million of construction in progress costs consisting of $18 million associated with a decision to change our backhaul architecture in connection with our Network Vision design from microwave to a more cost-effective fiber backhaul and $66 million of capitalized assets specific to the spectrum hosting arrangement that we no longer intend to deploy (see Note 10). There were no items recorded as asset impairments in the first quarter of 2011.

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 6.	Intangible Assets

Indefinite-Lived Intangible Assets



	December 31, 2011		Net Additions		March 31, 2012
			(in millions)
FCC licenses	$	20,044	$	87	$	20,131
Trademarks	409		—		409
Goodwill	359		—		359
	$	20,812	$	87	$	20,899

We hold 1.9 gigahertz (GHz), 800 megahertz (MHz), and 900 MHz Federal Communications Commission (FCC) licenses authorizing the use of radio frequency spectrum to deploy our wireless services. We also hold FCC licenses that are not yet placed in service but that we intend to use in accordance with FCC requirements. As long as the Company acts within the requirements and constraints of the regulatory authorities, the renewal and extension of these licenses is reasonably certain at minimal cost. We are not aware of any technology being developed that would render this spectrum obsolete and have concluded that these licenses are indefinite-lived intangible assets. Our Sprint and Boost Mobile trademarks have also been identified as indefinite-lived intangible assets. Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations.

Intangible Assets Subject to Amortization

Sprint's customer relationships are amortized using the sum of the years' digits method. We reduce the gross carrying value and associated accumulated amortization when specified intangible assets become fully amortized.



		March 31, 2012							December 31, 2011
	Useful Lives	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
							(in millions)
Customer relationships	4 to 5 years	$	341	$	(311	)	$	30	$	341	$	(297	)	$	44
Other intangible assets
Trademarks	10 to 37 years	1,168		(609		)	559		1,169		(585		)	584
Reacquired rights	9 to 14 years	1,571		(685		)	886		1,571		(652		)	919
Other	9 to 10 years	128		(62		)	66		126		(57		)	69
Total other intangible assets		2,867		(1,356		)	1,511		2,866		(1,294		)	1,572
Total definite-lived intangible assets		$	3,208	$	(1,667	)	$	1,541	$	3,207	$	(1,591	)	$	1,616


Note 7.	Accounts Payable

Accounts payable at March 31, 2012 and December 31, 2011 include liabilities in the amounts of $102 million and $121 million, respectively, for checks issued in excess of associated bank balances but not yet presented for collection.

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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



	Interest Rates			Maturities			March 31, 2012			December 31, 2011
							(in millions)
Notes
Senior notes
Sprint Nextel Corporation	6.00	-	11.50%	2016	-	2022	$	5,500		$	4,500
Sprint Capital Corporation	6.88	-	8.75%	2019	-	2032	6,204			6,204
Serial redeemable senior notes
Nextel Communications, Inc.	5.95	-	7.38%	2013	-	2015	4,780			4,780
Guaranteed notes
Sprint Nextel Corporation	7.00	-	9.00%	2018	-	2020	4,000			3,000
Secured notes
iPCS, Inc.	2.67	-	3.80%	2013	-	2014	481			481
Credit facilities - Sprint Nextel Corporation
Bank credit facility	4.50%			2013			—			—
Export Development Canada	5.49%			2015			500			500
Financing obligation	9.50%			2030			698			698
Capital lease obligations and other	4.11	-	15.49%	2014	-	2022	69			71
Net premiums							36			40
							22,268			20,274
Less current portion							(8		)	(8		)
Long-term debt, financing and capital lease obligations							$	22,260		$	20,266

As of March 31, 2012, Sprint Nextel Corporation, the parent corporation, had $10.0 billion in principal of debt outstanding, including amounts drawn under the credit facilities. In addition, $11.5 billion in principal of our long-term debt issued by wholly-owned subsidiaries is guaranteed by the parent, of which approximately $6.7 billion is fully and unconditionally guaranteed. The indentures and financing arrangements governing certain subsidiaries' debt contain provisions that limit cash dividend payments on subsidiary common stock. The transfer of cash in the form of advances from the subsidiaries to the parent corporation generally is not restricted. Cash interest payments, net of amounts capitalized of $115 million and $99 million, totaled $179 million and $341 million during the three-month periods ended March 31, 2012 and 2011, respectively.

Notes

Notes consist of senior notes, serial redeemable senior notes, and guaranteed notes, all of which are unsecured, as well as secured notes of iPCS, Inc. (iPCS), which are secured solely with the underlying assets of iPCS. Cash interest on all of the notes is generally payable semi-annually in arrears. As of March 31, 2012, approximately $20.8 billion of the notes were redeemable at the Company's discretion at the then-applicable redemption prices plus accrued interest.

Approximately $7.3 billion of our senior notes and guaranteed notes provide holders with the right to require us to repurchase the notes if a change-of-control triggering event (as defined in our indentures governing applicable notes) occurs. If we are required to make a change-of-control offer, we will offer cash payment equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest.

On March 1, 2012, the Company issued $1.0 billion aggregate principal amount of 9.125% notes due 2017 and $1.0 billion aggregate principal amount of 7.00% guaranteed notes due 2020. Interest is payable semi-annually on March 1 and September 1. The Company, at its option, may redeem some or all of either series of the notes at any time prior to maturity. The 2020 guaranteed notes are guaranteed by the Company's subsidiaries that guarantee its existing credit facilities.

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Credit Facilities

As of March 31, 2012, $1.0 billion in letters of credit were outstanding under our $2.2 billion revolving bank credit facility, including the letter of credit required by the 2004 FCC Report and Order to reconfigure the 800 MHz band (the "Report and Order"). As a result, the Company had $1.2 billion of borrowing capacity available under this revolving bank credit facility as of March 31, 2012. The terms of this credit facility provide for an interest rate equal to the London Interbank Offered Rate (LIBOR) plus a spread that varies depending on the Company's credit ratings. The Company's unsecured loan agreement with Export Development Canada (EDC) has terms similar to those of the revolving bank credit facility, except that under the terms of the EDC loan, repayments of outstanding amounts cannot be re-drawn. As of March 31, 2012, the EDC loan was fully drawn.

Financing, Capital Lease and Other Obligations

We have approximately 3,000 cell sites that we sold and subsequently leased back. Terms extend through 2021, with renewal options for an additional 20 years. These cell sites continue to be reported as part of our property, plant and equipment due to our continued involvement with the property sold and the transaction is accounted for as a financing. Our capital lease and other obligations are primarily for the use of communication switches.

Covenants

As of March 31, 2012, the Company was in compliance with all restrictive and financial covenants associated with its borrowings. A default under any of our borrowings could trigger defaults under our other debt obligations, which in turn could result in the maturities being accelerated. Certain indentures that govern our outstanding notes require compliance with various covenants, including covenants that limit the Company's ability to sell all or substantially all of its assets, covenants that limit the ability of the Company and its subsidiaries to incur indebtedness, and covenants that limit the ability of the Company and its subsidiaries to incur liens, as defined by the terms of the indentures.

We are currently restricted from paying cash dividends because our ratio of total indebtedness to trailing four quarters earnings before interest, taxes, depreciation and amortization and certain other non-recurring items, as defined in the credit facility (adjusted EBITDA), exceeds 2.5 to 1.0. The Company is also obligated to repay the credit facilities if certain change-of-control events occur.


Note 9.	Income Taxes

The differences that caused our effective income tax rates to vary from the 35% U.S. federal statutory rate for income taxes were as follows:



	Three Months Ended
	March 31,
	2012			2011
	(in millions)
Income tax benefit at the federal statutory rate	$	289		$	141
Effect of:
State income taxes, net of federal income tax effect	25			9
Change in valuation allowance	(348		)	(196		)
Other, net	(3		)	9
Income tax expense	$	(37	)	$	(37	)
Effective income tax rate	(4.5		)%	(9.2		)%

The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards and credits. However, our recent history of consecutive annual losses, in addition to the uncertainty concerning the forecasted income for 2012 and beyond, reduces our ability to rely on expectations of future income in evaluating the ability to realize our deferred tax assets. Valuation allowances on deferred tax assets are recognized if it is determined that it is more

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likely than not that the asset will not be realized. As a result, the Company recognized an increase in the valuation allowance of $348 million and $196 million for the three-month periods ended March 31, 2012 and 2011, respectively, on deferred tax assets primarily related to federal and state net operating loss carryforwards generated during the periods. The valuation allowance was $4.2 billion and $3.9 billion as of March 31, 2012 and December 31, 2011, respectively. We do not expect to record significant tax benefits on future net operating losses until our circumstances justify the recognition of such benefits.

Income tax expense of $37 million for each of the three-month periods ended March 31, 2012 and 2011 is primarily attributable to taxable temporary differences 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. This difference results in net deferred income tax expense since the taxable temporary difference cannot be scheduled to reverse during the loss carryforward period.

As of March 31, 2012 and December 31, 2011, we maintained a liability related to unrecognized tax benefits of $224 million and $225 million, respectively. Cash paid or received for net income tax was insignificant during the three-month periods ended March 31, 2012 and 2011.


Note 10.	Spectrum Hosting

Our Network Vision multi-mode network technology is designed to utilize a single base station capable of handling various spectrum bands, including Sprint's 800 MHz and 1.9 GHz spectrum as well as spectrum bands owned or accessed by other parties. In June 2011, we entered into a 15-year arrangement with LightSquared LP and LightSquared Inc. (collectively, “LightSquared”). Under the terms of the arrangement, and in conjunction with our Network Vision deployment, we agreed to deploy and operate a long term evolution (LTE) network capable of utilizing the 1.6 GHz spectrum licensed to or available to LightSquared during the term of the arrangement, a service we refer to as “spectrum hosting.” The arrangement contained contingencies related to possible interference issues with LightSquared's spectrum, including the right of Sprint to terminate the arrangement if certain conditions were not met by LightSquared. As of December 31, 2011, we had received $310 million of advanced payments from LightSquared for future services to be performed under the spectrum hosting arrangement.

Beginning in December 2011, through a series of amendments, the arrangement was modified to, among other things, extend the date through which Sprint had the right to terminate the arrangement and suspend Sprint's obligation to incur any further cost or expense related to performance under the original arrangement. In addition, the parties definitively agreed that approximately $236 million of the total $310 million of advanced payments made by LightSquared represent payment for incremental costs or obligations incurred by Sprint under the original arrangement in support of LightSquared. The parties agreed that this amount was irrevocably and unconditionally paid and would not be subject to dispute or claim by LightSquared.

On March 16, 2012, because certain conditions were not met by LightSquared, we elected to terminate the arrangement. Because we have no future performance obligations with respect to the arrangement, we recognized $236 million of the advanced payments as other operating income within "Other, net" in the first quarter 2012. We also refunded $65 million in prepayments LightSquared made to cover costs that were not ultimately incurred by Sprint. In April 2012, we refunded approximately $2 million of the remaining $9 million of advanced payments as finalization of all remaining outstanding items subject to the termination and unwind provisions of the original arrangement. During the first quarter of 2012, we impaired approximately $66 million of capitalized assets that the Company no longer intends to deploy as a result of the termination of the spectrum hosting arrangement with LightSquared (see Note 5). The net gain of $170 million recorded in the first quarter of 2012 will be substantially offset in future periods by operating expenses related to non-cancellable executory contracts with vendors that the Company entered into in contemplation of providing the spectrum hosting services.

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 11.	Commitments and Contingencies

Litigation, Claims and Assessments

A number of cases that allege Sprint Communications Company L.P. failed to obtain easements from property owners during the installation of its fiber optic network in the 1980's have been filed in various courts. Several of these cases sought certification of nationwide classes, and in one case, a nationwide class was certified. In 2003, a nationwide settlement of these claims was approved by the U.S. District Court for the Northern District of Illinois, but objectors appealed the preliminary approval order to the Seventh Circuit Court of Appeals, which overturned the settlement and remanded the case to the trial court for further proceedings. We reached an agreement in principle to settle the claims for an amount not material to our financial position or results of operations. The Court issued its preliminary approval of the settlement on July 17, 2008, but on September 10, 2009, the Court announced that it would not approve the settlement. The Court did not decide whether the settlement was fair or in the best interest of class members, but denied on jurisdictional grounds. As a result, the agreement terminated, and the parties have continued their efforts to reach a settlement. We have begun to settle some suits on a statewide basis; and have received final court approval of settlements in several states. We do not expect the resolution of this matter to have a material adverse effect on our financial position or results of operations.

On January 6, 2011, the U.S. District Court for the District of Kansas denied our motion to dismiss a shareholder lawsuit, Bennett v. Sprint Nextel Corp., that alleges that the Company and three of our former officers violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 by failing adequately to disclose certain alleged operational difficulties subsequent to the Sprint-Nextel merger, and by purportedly issuing false and misleading statements regarding the write-down of goodwill. The complaint was originally filed in March 2009 and is brought on behalf of alleged purchasers of our common stock from October 26, 2006 to February 27, 2008. Our motion to certify the January 6, 2011 order for an interlocutory (or interim) appeal was denied, and discovery has begun. We believe the complaint is without merit and intend to defend the matter vigorously. We do not expect the resolution of this matter to have a material adverse effect on our financial position or results of operations.

Five related shareholder derivative suits were filed against the Company and certain of our present and/or former officers and directors. The first, Murphy v. Forsee, was filed in state court in Kansas in April 2009, was removed to federal court, and was stayed by the court pending resolution of the motion to dismiss the Bennett case; the second, Randolph v. Forsee, was filed in July 2010 in state court in Kansas, was removed to federal court, and was remanded back to state court; the third, Ross-Williams v. Bennett, et al., was filed in state court in Kansas on February 1, 2011; the fourth, Price v. Forsee, et al., was filed in state court in Kansas on April 15, 2011; and the fifth, Hartleib v. Forsee, et. al., was filed in federal court in Kansas on July 14, 2011. These cases are essentially stayed while we proceed with discovery in the Bennett case. We do not expect the resolution of these matters to have a material adverse effect on our financial position or results of operations.

On April 19, 2012, the New York Attorney General filed a complaint alleging that Sprint has under-collected sales taxes to the State of New York for sales taxes on receipts from its sale of wireless telephone services since July 2005. We believe the complaint is without merit and intend to defend this matter vigorously. We do not expect the resolution of this matter to have a material adverse effect on our financial position or results of operations.

Various other suits, proceedings and claims, either asserted or unasserted, including purported class actions typical for a large business enterprise and intellectual property matters, are possible or pending against us or our subsidiaries. If our interpretation of certain laws or regulations, including those related to various state matters such as sales, use or property taxes, were found to be mistaken, it could result in payments by us. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position or results of operations.

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Spectrum Reconfiguration Obligations

The Report and Order includes rules regarding interference in the 800 MHz band and a comprehensive plan to reconfigure the 800 MHz band. The Report and Order provides for the exchange of a portion of our 800 MHz FCC spectrum licenses, and requires us to fund the cost incurred by public safety systems and other incumbent licensees to reconfigure the 800 MHz spectrum band. In addition, we received licenses for 10 MHz of nationwide spectrum in the 1.9 GHz band; however, we were required to relocate and reimburse the incumbent licensees in this band for their costs of relocation to another band designated by the FCC. We completed all of our 1.9 GHz incumbent relocation and reimbursement obligations in the second half of 2010.

The minimum cash obligation is $2.8 billion under the Report and Order. We are, however, obligated to pay the full amount of the costs relating to the reconfiguration plan, even if those costs exceed $2.8 billion. As required under the terms of the Report and Order, a letter of credit has been secured to provide assurance that funds will be available to pay the relocation costs of the incumbent users of the 800 MHz spectrum. We submit the qualified 800 MHz relocation costs to the FCC for review for potential letter of credit reductions on a periodic basis. As a result of these reviews, our letter of credit was reduced from $2.5 billion at the start of the project to $944 million as of March 31, 2012, as approved by the FCC.

Total payments directly attributable to our performance under the Report and Order, from the inception of the program, are approximately $3.0 billion, of which $58 million was incurred related to FCC licenses during the three-month period ended March 31, 2012. When incurred, these costs are generally accounted for either as property, plant and equipment or as additions to FCC licenses. Although costs incurred to date have exceeded $2.8 billion, not all of those costs have been reviewed and accepted as eligible by the transition administrator. Regardless, we continue to estimate that total eligible direct costs attributable to the spectrum reconfigurations will exceed the minimum cash obligation of $2.8 billion. This estimate is dependent on significant assumptions including the final licensee costs and costs associated with relocating licensees in the Mexican border region for which there is currently no approved border plan.

Completion of the 800 MHz band reconfiguration was initially required by June 26, 2008. The FCC continues to grant 800 MHz public safety licensees additional time to complete their band reconfigurations which, in turn, delays Sprint's access to some of our 800 MHz replacement channels. Accordingly, we will continue to transition to our 800 MHz replacement channels consistent with public safety licensees' reconfiguration progress. We anticipate that the continuing reconfiguration progress will be sufficient to support the 800 MHz portion of Sprint's Network Vision rollout.


Note 12.	Compensation Plans

As of March 31, 2012, Sprint sponsored three incentive plans: the 2007 Omnibus Incentive Plan (2007 Plan), the 1997 Long-Term Incentive Program (1997 Program) and the Nextel Incentive Equity Plan (Nextel Plan), (together, "Compensation Plans"). In the first quarter 2012, the Management Incentive Stock Option Plan (MISOP) became inactive when all outstanding options expired. Sprint also sponsors an Employee Stock Purchase Plan (ESPP). Under the 2007 Plan, we may grant share and non-share based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other equity-based and cash awards to employees, outside directors, and other eligible individuals as defined by the plan. In general, options are granted with an exercise price equal to the market value of the underlying shares on the grant date, vest on an annual basis over three or four years, and have a contractual term of ten years. Restricted stock units generally have performance and service requirements or service requirements only with vesting periods ranging from one to three years. Performance-based restricted stock units awarded in 2012 have a three-year performance period and vest subject to the Company's performance as compared to objectives established when the award was granted. Performance-based restricted stock units awarded in 2011 and 2010 have three distinct one-year performance periods and are granted in each period once the performance objectives are established, usually during the first quarter of each calendar year. Employees and directors who are granted restricted stock units are not required to pay for the shares but generally must remain employed with us, or continue to serve as a member of our board of directors, until the restrictions lapse, which is typically three years for employees and one year for

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directors. The Compensation Committee of our board of directors, or one or more executive officers should the Compensation Committee so authorize, as provided in the 2007 Plan, will determine the terms of each share and non-share based award. No new grants can be made under the 1997 Program or the Nextel Plan.

For the three-month period ended March 31, 2012, the number of shares available and reserved for future grants under the 2007 Plan totaled approximately 135 million common shares. The number of shares available under the 2007 Plan includes shares originally granted under the 1997 Program, the Nextel Plan or the MISOP that are forfeited, expired, or otherwise terminated, which totaled approximately 6 million shares in the three-month period ended March 31, 2012. As of March 31, 2012, restricted stock units and options to acquire about 82 million shares were outstanding under the 2007 Plan, restricted stock units and options to acquire about 8 million shares were outstanding under the 1997 Program, and options to acquire about 2 million shares were outstanding under the Nextel Plan. As of March 31, 2012, the ESPP has approximately 76 million common shares authorized and reserved for future purchases. We use new shares to satisfy share-based awards or treasury shares, if available.

Compensation Costs

The cost of employee services received in exchange for share-based awards classified as equity is measured using the estimated fair value of the award on the date of the grant, and that cost is recognized over the period that the award recipient is required to provide service in exchange for the award. Awards of instruments classified as liabilities are measured at the estimated fair value at each reporting date through settlement. Share-based compensation cost related to awards with graded vesting is recognized using the straight-line method.

Pre-tax share and non-share based compensation charges from our incentive plans included in net loss were $17 million and $18 million for the three-month periods ended March 31, 2012 and 2011. The net income tax benefit recognized in the consolidated financial statements for share-based compensation awards for the same two periods was $4 million and $5 million, respectively.

As of March 31, 2012, there was $72 million of total unrecognized compensation cost related to non-vested incentive awards that are expected to be recognized over a weighted average period of 2.00 years. Cash received from exercise under all share-based payment arrangements, net of shares surrendered for employee tax obligations, was insignificant for each of the three-month periods ended March 31, 2012 and 2011.

Options

The fair value of each option award is estimated on the grant date using the Black-Scholes option valuation model, based on several assumptions including the risk-free interest rate, volatility, expected dividend yield and expected term. Options outstanding as of March 31, 2012 include options granted under the 2007 Plan, the 1997 Program and the Nextel Plan, as discussed above. The risk-free interest rate used is based on the U.S. Treasury yield curve in effect on the measurement date, with a term equal to the expected term of the options. The volatility used is the implied volatility from traded options on our common shares. The expected dividend yield used is estimated based on our historical dividend yield and other factors. The expected term of options granted is estimated using the simplified method, defined as the average of the vesting term and the contractual term as our historical data is not expected to represent the future expected term of equity awards due to our severance activities over the last several years.

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table provides the estimated fair value and assumptions used in determining the fair value of option awards granted during the three months ended March 31, 2012:



Weighted average grant date fair value	$1.22
Risk free interest rate	1.15%
Volatility	59.4%
Weighted average expected volatility	59.4%
Expected dividend yield	NA
Weighted average expected dividend yield	NA
Expected term (years)	6
Options granted (millions)	12

A summary of the status of the options under our option plans as of March 31, 2012, and changes during the quarter then ended, is presented below:



	Shares Under Option		Weighted Average per Share Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in millions)				(in years)	(in millions)
Outstanding January 1, 2012	65		$	8.16
Granted	12		$	2.23
Exercised	—		$	—
Forfeited/expired	(6	)	$	15.54
Outstanding at March 31, 2012	71		$	6.54	7.07	$	9
Vested or expected to vest at March 31, 2012	68		$	6.74	6.94	$	7
Exercisable at March 31, 2012	42		$	8.81	5.91	$	—

Restricted Stock Units

The fair value of each restricted stock unit award is calculated using the share price at the date of grant. Restricted stock units outstanding consist of those units granted under the 2007 Plan and the 1997 Program, as discussed above. A summary of the status of the restricted stock units as of March 31, 2012, and changes during the quarter then ended, is presented below:



	Restricted Stock Units		Weighted Average Grant Date Fair Value of Restricted Stock Units
	Future Performance and Service Required	Future Service Required	Future Performance and Service Required		Future Service Required
	(in millions)
Outstanding January 1, 2012	6	2	$	3.95	$	8.52
Granted	13	—	$	2.23	$	—
Vested	—	—	$	—	$	—
Forfeited	—	—	$	—	$	—
Outstanding March 31, 2012	19	2	$	2.75	$	8.84

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The total fair value of restricted stock units vested was insignificant for the three-month period ended March 31, 2012 and was $12 million for the three-month period ended March 31, 2011. The weighted-average grant date fair value of restricted stock units granted during the three-month period ended March 31, 2012 was $2.23 per unit, compared with $4.20 per unit for the same prior year period.

Certain restricted stock units outstanding as of March 31, 2012 are entitled to dividend equivalents paid in cash, if dividends are declared and paid on common shares, but performance-based restricted stock units are not entitled to dividend equivalent payments until the applicable performance and service criteria have been met.


Note 13.	Per Share Data

Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share adjusts basic earnings (loss) per common share, computed using the treasury stock method, for the effects of potentially dilutive common shares, if the effect is not antidilutive. Potentially dilutive common shares issuable under our equity-based compensation plans where the average market price exceeded the exercise price were 12 million and 37 million shares as of March 31, 2012 and 2011, respectively. All such potentially dilutive shares were antidilutive for the three-month periods ended March 31, 2012 and 2011 and, therefore, have no effect on our determination of dilutive weighted average number of shares outstanding.


Note 14.	Segments

Sprint operates two reportable segments: Wireless and Wireline.


•	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.

We define segment earnings as wireless or wireline operating (loss) income before other segment expenses such as depreciation, amortization, severance, exit costs, goodwill, asset impairments, and other items, if any, solely and directly attributable to the segment representing items of a non-recurring or unusual nature. Expenses and income items excluded from segment earnings are managed at the corporate level. Transactions between segments are generally accounted for based on estimated market rates, which we believe approximate fair value. The Company generally re-establishes these rates at the beginning of each fiscal year. Over the past several years, there has been an industry-wide trend of lower rates due to increased competition from other wireline and wireless communications companies as well as cable and Internet service providers.

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SPRINT NEXTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Segment financial information is as follows:



Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended March 31, 2012
Net operating revenues	$	7,950		$	781		$	3		$	8,734
Inter-segment revenues⁽¹⁾	—			217			(217		)	—
Total segment operating expenses	(6,898		)	(837		)	214			(7,521		)
Segment earnings	$	1,052		$	161		$	—		1,213
Less:
Depreciation and amortization										(1,666		)
Other, net⁽²⁾										198
Operating loss										(255		)
Interest expense										(298		)
Equity in losses of unconsolidated investments and other, net							$	(273	)	(273		)
Loss before income taxes										$	(826	)

Statement of Operations Information	Wireless			Wireline			Corporate, Other and Eliminations			Consolidated
	(in millions)
Three Months Ended March 31, 2011
Net operating revenues	$	7,413		$	898		$	2		$	8,313
Inter-segment revenues⁽¹⁾	—			222			(222		)	—
Total segment operating expenses	(6,130		)	(892		)	223			(6,799		)
Segment earnings	$	1,283		$	228		$	3		1,514
Less:
Depreciation and amortization										(1,255		)
Other, net										—
Operating income										259
Interest expense										(249		)
Equity in losses of unconsolidated investments and other, net							$	(412	)	(412		)
Loss before income taxes										$	(402	)



Other Information	Wireless		Wireline		Corporate and Other		Consolidated
	(in millions)
Capital expenditures for the three months ended March 31, 2012	$	678	$	47	$	58	$	783
Capital expenditures for the three months ended March 31, 2011	$	525	$	64	$	55	$	644

_________________


(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 three-month period ended March 31, 2012 consists of net operating income of $236 million associated with the termination of the spectrum hosting arrangement with LightSquared (see Note 10), 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, partially offset by asset impairments totaling $84 million.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Operating Revenues by Service and Products	Wireless		Wireline		Corporate, Other and Eliminations⁽¹⁾			Consolidated
	(in millions)
Three Months Ended March 31, 2012
Wireless services	$	7,112	$	—	$	—		$	7,112
Wireless equipment	735		—		—			735
Voice	—		417		(127		)	290
Data	—		108		(44		)	64
Internet	—		453		(46		)	407
Other	103		20		3			126
Total net operating revenues	$	7,950	$	998	$	(214	)	$	8,734

	Wireless		Wireline		Corporate, Other and Eliminations⁽¹⁾			Consolidated
	(in millions)
Three Months Ended March 31, 2011
Wireless services	$	6,649	$	—	$	—		$	6,649
Wireless equipment	695		—		—			695
Voice	—		486		(153		)	333
Data	—		116		(37		)	79
Internet	—		497		(32		)	465
Other	69		21		2			92
Total net operating revenues	$	7,413	$	1,120	$	(220	)	$	8,313

_______________


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

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Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Sprint Nextel Corporation, including its consolidated subsidiaries, (“Sprint,” “we,” “us,” “our” or the “Company”) 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. The communications industry has been and will continue to be highly competitive on the basis of the quality and types of services and devices offered, as well as price. As discussed in "Results of Operations — Segment Earnings - Wireless" the Company has experienced significant losses of subscribers in the critical postpaid wireless market since the third quarter 2006, but, as a result of steps taken to retain and attract such subscribers, has reduced annual postpaid net subscriber losses beginning in 2009.

Description of the Company

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 carriers of Internet traffic 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 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^®, Nextel^®, Boost Mobile^®, Virgin Mobile^®, and Assurance Wireless^® on networks that utilize third generation (3G) code division multiple access (CDMA), integrated Digital Enhanced Network (iDEN), or Internet protocol (IP) technologies. We also offer fourth generation (4G) services utilizing Worldwide Interoperability for Microwave Access (WiMAX) technology through our mobile virtual network operator (MVNO) wholesale relationship with Clearwire Corporation and its subsidiary Clearwire Communications LLC (together "Clearwire") and, in October 2011, announced our intention to deploy Long Term Evolution (LTE) technology as part of our network modernization plan, Network Vision. 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 provide a broad suite of wireline voice and data communications services to other communications companies and targeted business and consumer subscribers. In addition, we provide voice, data, and IP communication services to our Wireless segment, and IP and other services to cable Multiple System Operators (MSOs) that resell our local and long distance services and use our back office systems and network assets in support of their telephone service provided over cable facilities primarily to residential end-use subscribers.

Our business strategy is to be responsive to changing customer mobility demands by being innovative and differentiated in the marketplace. Our future growth plans and strategy revolve around achieving the following three key priorities:


•	Improve the customer experience;


•	Strengthen our brands; and


•	Generate operating cash flow.

We have reduced confusion over pricing plans and complex bills with our Simply Everything^® and Everything Data plans and our Any Mobile Anytime^SMfeature. We also offer price plans tailored to business subscribers such as Business Advantage, which allows for the flexibility to mix and match plans that include voice, voice and messaging, or voice, messaging and data to meet individual business needs and also allows the Any Mobile Anytimefeature with certain plans. To simplify and improve the customer experience, we continue to offer Ready Now, which trains our subscribers before they leave the store on how to use their mobile devices. For our business customers, we aim to increase their productivity by providing differentiated services that utilize the advantages of combining IP networks with wireless technology. This differentiation enables us to retain and acquire both wireline, wireless and combined wireline-wireless subscribers on our networks. We have also continued to focus on further improving customer care. We implemented initiatives that are designed to improve call center processes and procedures, and standardized our performance measures through various metrics, including customer satisfaction ratings with respect to customer care, first call resolution, and calls per subscriber. Our product strategy

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is to provide our customers with a broad array of device selections and applications and services that run on these devices to meet the growing needs of customer mobility. Our multi-functional device portfolio includes many cutting edge devices from various original equipment manufacturers (OEMs). Our mobile broadband portfolio consists of devices such as hotspots, which allow the connection of multiple WiFi enabled devices. Our networks can also be accessed through our portfolio of embedded tablets and laptop devices.

We support the open development of applications, content, and devices on our network platforms through products and services such as Google Voice^™, which allows for functionality such as one phone number for all devices (home, wireless, office, etc), routing calls between devices, and in-call options to switch between devices during a call and Google Wallet^™, which provides the ability to store loyalty, gift and credit cards, and to tap and pay while you shop using your wireless device. We have also launched multiple Sprint ID packs that download applications, widgets and other content related to a person's interests at the push of a button. In addition, we enable a variety of business and consumer third-party relationships through our portfolio of machine-to-machine solutions, which we offer on a retail postpaid and wholesale basis. Our machine-to-machine solutions portfolio provides a secure, real-time, and reliable wireless two-way data connection across a broad range of connected devices, including OEM devices and after-market in-vehicle connectivity and electric vehicle charging stations, point-of-sale systems, kiosks and vending machines, asset tracking, digital signage, security, smartgrid utilities, medical equipment, and a variety of other consumer electronics and appliances.

Our prepaid portfolio currently includes multiple brands, each designed to appeal to specific subscriber segments. Boost Mobile serves subscribers who are voice and text messaging-centric with its popular Monthly Unlimited plan with Shrinkage service where bills are reduced after six on-time payments. Virgin Mobile serves subscribers who are device and data-oriented with our Beyond Talk^™ plans and our broadband plan, Broadband2Go, that offer subscribers control, flexibility, and connectivity through various communication vehicles. Assurance Wireless provides eligible subscribers, who meet income requirements or are receiving government assistance, with a free wireless phone and 250 free minutes of local and long-distance monthly service.

We have focused our wholesale business on enabling our diverse network of customers to successfully grow their business by providing them with an array of network, product, and device solutions. This allows our customers to customize this full suite of value-added solutions to meet the growing demands of their business.

In addition to our brand and customer-oriented goals, we continue to focus on generating increased operating cash flow through competitive rate plans for postpaid and prepaid subscribers, multi-branded strategies, and effectively managing our cost structure. Certain of our strategic decisions, such as Network Vision and the introduction of the iPhone^®, which on average carries a higher equipment net subsidy, will result in a reduction in cash flows from operations in the near term. However, we believe these actions will generate long-term benefits, including growth in valuable postpaid subscribers, a reduction in variable cost of service per unit and long-term accretion to cash flows from operations. See “Liquidity and Capital Resources” for more information.

Network Vision

In December 2010, we announced Network Vision, a multi-year network infrastructure initiative intended to provide subscribers with an enhanced network experience by improving voice quality, coverage, and data speeds, while enhancing network flexibility, reducing operating costs, and improving environmental sustainability through the utilization of multiple spectrum bands onto a single multi-mode base station. In addition to implementing these multi-mode base stations, this plan encompasses next-generation push-to-talk technology with broadband capabilities and the integration of multi-mode chipsets into smartphones, tablets and other broadband devices, including machine-to-machine products. Through the successful deployment of Network Vision, we expect to migrate to a single nationwide network allowing for the consolidation and optimization of our 800 megahertz (MHz) and 1.9 gigahertz (GHz) spectrum, as well as other spectrum owned by third-parties, into multi-mode stations allowing us to repurpose spectrum to enhance coverage, particularly around the in-building experience. The multi-mode technology also utilizes software-based solutions with interchangeable hardware to provide greater network flexibility, which also allows for the deployment of LTE. As we migrate to a single nationwide network, we will decommission the Nextel platform, which will enable us to eliminate the ongoing fixed costs of this network. As a result, we expect to continue the trend of net losses of retail subscribers on our Nextel platform as we target retention of these subscribers to the Sprint platform during the decommissioning period, which began during the first quarter 2012 and is expected to continue through 2013. The net losses on the Nextel platform are expected to fluctuate depending on the timing of subscriber decisions and the nature of the subscriber base affected by our

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decommissioning efforts.

The first stages of equipment testing began in the first quarter of 2011, and we have achieved our initial technical milestones. Work has begun on approximately 38,000 cell sites, and we powered on our first multi-mode base station on December 6, 2011. We expect to commercially launch this new technology in certain markets by mid-year 2012. In addition, on October 2, 2011, we launched Sprint Direct Connect^®, which is the next generation of push-to-talk technology. Further deployments of Network Vision technology, including enhancements of Sprint Direct Connect, are expected to continue through early 2014. We expect Network Vision to bring financial benefit to the Company through migration to one common network, which is expected to reduce network maintenance and operating costs through capital efficiencies, reduced energy costs, lower roaming expenses, backhaul savings, and reduction in total cell sites.

The successful deployment related to these changes in technology will result in incremental charges during the period of implementation of our multi-mode technology and Nextel platform decommissioning including, but not limited to, an increase in depreciation associated with existing assets related to both the Nextel and Sprint platforms due to changes in our estimates of the remaining useful lives of long-lived assets, and the expected timing of asset retirement obligations, which we expect to have a material impact on our results of operations. In addition to these charges, we expect to incur lease exit and other contract termination costs that may also have a material impact on our consolidated financial statements. In the first quarter of 2012, we formalized our plans to take off-air roughly one-third, or 9,600 cell sites, of our total Nextel platform by the end of the third quarter 2012. We also expect to complete our transition of customers from the Nextel platform to our Sprint platform by the end of 2013, which should allow us to take off-air the remainder of our Nextel platform sites. As a result, in the first quarter 2012, we revised our estimates of the expected useful lives of certain Nextel platform assets and asset retirement obligations through the end of our estimated benefit period of such assets, which is not expected to extend beyond the end of 2013. We expect to record $2 billion of depreciation expense during 2012 and 2013 incremental to the amount of depreciation expense that would have been recognized, approximately $1.6 billion, absent a decision to decommission our Nextel platform. The total amount of depreciation expense that we expect to record in 2012 and 2013 related to our remaining Nextel platform assets is $3.6 billion. The exact timing of the acceleration is dependent upon when the assets are expected to be phased out of service. These estimates are derived from our internal decommissioning plan, which is still evolving. We estimate the incremental effect of accelerated depreciation related to Nextel platform assets in our 2012 results to be in the range of approximately $1.2 billion to $1.5 billion.

In addition, we are experiencing increased data usage driven by more subscribers, a shift to smartphones, and more data usage by subscribers, which has required additional capital expenditures of legacy 3G data capacity equipment on our current Sprint platform. As we deploy Network Vision, we intend to maximize the use of previously deployed data capacity equipment when possible; however, based on our capacity needs during the implementation period of Network Vision, we expect additional legacy 3G data capacity expenditures that will not be utilized beyond the final deployment of Network Vision's multi-mode technology. As a result, the estimated useful lives of such equipment will be shortened, as compared to similar prior capital expenditures, through the date in which Network Vision equipment is deployed and in-service.

Spectrum Hosting

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the parties definitively agreed that approximately $236 million of the total $310 million of advanced payments made by LightSquared represent payment for incremental costs or obligations incurred by Sprint under the original arrangement in support of LightSquared. The parties agreed that this amount was irrevocably and unconditionally paid and would not be subject to dispute or claim by LightSquared.

On March 16, 2012, because certain conditions were not met by LightSquared, we elected to terminate the arrangement. Because we have no future performance obligations with respect to the arrangement, we recognized $236 million of the advanced payments as other operating income within "Other, net" in the first quarter 2012. We also refunded $65 million in prepayments LightSquared made to cover costs that were not ultimately incurred by Sprint. In April 2012, we refunded approximately $2 million of the remaining $9 million of advanced payments as finalization of all remaining outstanding items subject to the termination and unwind provisions of the original arrangement. During the first quarter of 2012 we impaired approximately $66 million of capitalized assets that the Company no longer intends to deploy as a result of the termination of the spectrum hosting arrangement with LightSquared. The net gain of $170 million recorded in the first quarter of 2012 will be substantially offset in future periods by operating expenses related to non-cancellable executory contracts with vendors that the Company entered into in contemplation of providing the spectrum hosting services.

RESULTS OF OPERATIONS



	Three Months Ended
	March 31,
	2012			2011
	(in millions)
Wireless segment earnings	$	1,052		$	1,283
Wireline segment earnings	161			228
Corporate, other and eliminations	—			3
Consolidated segment earnings	1,213			1,514
Depreciation and amortization	(1,666		)	(1,255		)
Other, net	198			—
Operating (loss) income	(255		)	259
Interest expense	(298		)	(249		)
Equity in losses of unconsolidated investments and other, net	(273		)	(412		)
Income tax expense	(37		)	(37		)
Net loss	$	(863	)	$	(439	)

Consolidated segment earnings decreased $301 million, or 20%, in the three-month period ended March 31, 2012 as compared to the same period in 2011. Consolidated segment earnings consist of our Wireless and Wireline segments, which are discussed below, and Corporate, other and eliminations.

Depreciation and Amortization Expense

Depreciation expense increased $468 million, or 42%, in the three-month period ended March 31, 2012 compared to the same period in 2011. The successful deployment related to the changes in technology as a result of Network Vision is resulting in incremental charges during the period of implementation including, but not limited to, an increase in depreciation associated with existing assets related to both the Nextel and Sprint platforms, due to changes in our estimates of the remaining useful lives of long-lived assets, and the expected timing of asset retirement obligations, which we expect to continue to have a material impact on our results of operations during 2012 and 2013. The incremental effect of accelerated depreciation due to the implementation of Network Vision was $543 million, of which the majority related to the Nextel platform, during the first quarter 2012. The increase related to accelerated depreciation was slightly offset by a net decrease in depreciation as a result of assets that became fully depreciated or were retired. The amount of accelerated depreciation in the first and second quarter 2012 is expected to be disproportionate to the accelerated depreciation recognized in the remainder of 2012 and 2013 as it is dependent upon when the assets are expected to be phased out of service. In addition to the incremental depreciation expense resulting from revisions to estimated useful lives, we plan to increase capital expenditures during the period of implementation of Network Vision, which is also expected to result in an increase to depreciation expense over the next several years as those assets are placed in service.

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Amortization expense declined $57 million, or 43%, in the three-month period ended March 31, 2012 as compared to the same period in 2011, primarily due to the absence of amortization for customer relationship intangible assets related to the 2006 acquisition of Nextel Partners, Inc. and the 2009 acquisition of Virgin Mobile USA, Inc. which became fully amortized in the second quarter 2011. Customer relationships are amortized using the sum-of-the-years'-digits method, resulting in higher amortization rates in early periods that decline over time.

Other, net

The following table provides additional information of items included in “Other, net” for the three-month periods ended March 31, 2012 and 2011.



	Three Months Ended
	March 31,
	2012			2011
	(in millions)
Asset impairments	$	(84	)	$	—
Spectrum hosting contract termination	236			—
Gains from asset dispositions and exchanges	29			—
Favorable developments relating to access cost disputes	17			—
Total	$	198		$	—

Other, net changed $198 million in the three-month period ended March 31, 2012 as compared to the same period in 2011. This change was primarily due to the termination of our spectrum hosting arrangement with LiqhtSquared, partially offset by asset impairments in the first quarter 2012, which consist of $18 million of assets associated with a decision to change our backhaul architecture in connection with our Network Vision design from microwave to a more cost-effective fiber backhaul and $66 million of capitalized assets that we no longer intend to deploy as a result of the termination of the spectrum hosting arrangement. Additional information related to these items can be found in the Notes to the Consolidated Financial Statements.

Interest Expense

Interest expense increased $49 million, or 20%, in the three-month period ended March 31, 2012 as compared to the same period in 2011, primarily due to increased weighted average long-term debt balances as a result of November 2011 and March 2012 debt issuances partially offset by January and December 2011 debt repayments and increased effective interest rates partially offset by an increase in the amount of interest capitalized. We expect interest capitalization related to spectrum licenses not previously utilized to decline significantly as we plan to have a substantial portion of the value of our spectrum licenses to be ready for use by the end of the second quarter of 2012. As a result, we estimate interest capitalization of approximately $50 to $100 million to be recognized for the remainder of 2012, the majority of which will be recognized during the second quarter 2012. The effective interest rate, which includes capitalized interest, on the weighted average long-term debt balance of $20.8 billion and $19.0 billion was 7.9% and 7.2% for the three-month periods ended March 31, 2012 and 2011, respectively. See “Liquidity and Capital Resources” for more information on the Company's financing activities.

Equity in Losses of Unconsolidated Investments and Other, net

Clearwire owns and operates a next generation mobile broadband network that provides high-speed residential and mobile Internet access services and residential voice services in communities throughout the country. Clearwire heavily invested in building its network and acquiring other assets necessary to expand its WiMAX business during 2009 and 2010, which resulted in increased operating losses and reduced liquidity. In August 2011, Clearwire announced its intention to deploy an LTE network subject to the availability of additional funding. In December 2011, Clearwire issued additional equity and raised net proceeds of approximately $716 million. Additionally, in January 2012, Clearwire issued additional indebtedness and raised net proceeds of approximately $295 million. We expect Clearwire to continue to generate net losses in the near term as it executes its business plan, including the deployment of an LTE network. Our intent to hold our investment in Clearwire is based, in part, on our growing subscriber base of 4G WiMAX subscribers that utilize Clearwire's network and our intent to sell 4G WiMAX devices through 2012 in addition to Clearwire's ability to deploy an LTE network.

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Equity in losses of unconsolidated investments and other, net primarily consists of our proportionate share of losses from our equity method investments and also includes other miscellaneous income/(expense). Equity losses associated with our investment in Clearwire consist of Sprint's share of Clearwire's net loss and other adjustments such as gains or losses associated with the dilution of Sprint's ownership interest resulting from Clearwire's equity issuances, Sprint's impairment, if any, of its investment in Clearwire, and other items recognized by Clearwire Corporation that do not affect Sprint's economic interest. Equity in losses from Clearwire were $290 million and $418 million for the three-month periods ended March 31, 2012 and 2011, respectively. Sprint's equity in losses from Clearwire include charges of approximately $40 million and $92 million for the three-month periods ended March 31, 2012 and 2011, respectively, which are associated with Clearwire's write-off of certain network and other assets that no longer meet its strategic plans. Additional declines in the estimated fair value of Clearwire may require us to evaluate the decline in relation to the carrying value of our investment in Clearwire. A conclusion by us that additional declines in the estimated fair value of Clearwire are other than temporary could result in an additional impairment, which could be material.

On November 30, 2011, Sprint entered into new agreements with Clearwire that established long-term pricing terms for 4G services, both WiMAX and LTE. Under terms of the agreements, Sprint is required to pay Clearwire $926 million in total over the course of 2012 and 2013 in exchange for unlimited WiMAX services during those years. The agreements also establish long-term usage-based pricing for LTE services in 2012 and beyond and WiMAX services in 2014 and beyond. Under the terms, Sprint may also make a series of refundable prepayments up to $350 million for LTE services, if Clearwire achieves certain build-out targets and network specifications by June 2013 or obtains purchase commitments for LTE services from other customers. These payments, beginning in 2013, will be applied towards LTE usage over the remaining term of the contract. In addition, the agreements provided improved terms and competitive pricing for re-wholesaling of WiMAX services by Sprint beginning in 2012. Lastly, as part of the agreements, on January 2, 2012, Sprint provided $150 million to Clearwire in exchange for a promissory note with a stated interest rate of 11.5% that matures in two installments of $75 million plus accrued interest in January 2013 and in January 2014. Sprint, at its sole discretion, can choose to offset any amounts payable by Clearwire under this promissory note against amounts owed by Sprint under the MVNO agreement.

Income Tax Expense

The consolidated effective tax rate was an expense of approximately 5% and 9% during each of the three-month periods ended March 31, 2012 and 2011, respectively. The income tax expense for the three-month periods ended March 31, 2012 and 2011 includes a $348 million and $196 million net increase to the valuation allowance for federal and state deferred tax assets primarily related to net operating loss carryforwards generated during the respective periods. We do not expect to record significant tax benefits on future net operating losses until our circumstances justify the recognition of such benefits. Additional information related to items impacting the effective tax rates can be found in the Notes to the Consolidated Financial Statements.

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Segment Earnings - Wireless

Wireless segment earnings are primarily a function of wireless service revenue, costs to acquire subscribers, network and interconnection costs to serve those subscribers and other Wireless segment operating expenses. The costs to acquire our subscribers include revenue from the sale of wireless devices and accessories offset by the cost at which we sell our devices, referred to as equipment net subsidies, as well as the marketing and sales costs incurred to attract those subscribers. Network costs primarily represent switch and cell site costs and interconnection costs, which generally consist of per-minute usage fees and roaming fees paid to other carriers. The remaining costs associated with operating the Wireless segment include the costs to operate our customer care organization and administrative support. Wireless service revenue, costs to acquire subscribers, and variable network and interconnection costs fluctuate with the changes in our subscriber base and their related usage, but some cost elements do not fluctuate in the short term with these changes.

As shown by the table above under “Results of Operations,” Wireless segment earnings represented approximately 87% of our total consolidated segment earnings as of March 31, 2012. The wireless industry is subject to competition to retain and acquire subscribers of wireless services. Most markets in which we operate have high rates of penetration for wireless services. Wireless carriers accordingly must attract a greater proportion of new subscribers from competitors rather than from first time subscribers. Within the Wireless segment, postpaid wireless services represent the most significant contributors to earnings, and are driven by the number of postpaid subscribers to our services, as well as the average revenue per subscriber or user (ARPU). Wireless segment earnings have declined over the last several years, primarily resulting from subscriber losses associated with our Nextel platform postpaid offerings. To address and reduce net postpaid subscriber losses, we have taken initiatives to strengthen the Sprint brand and continue to increase market awareness of the improvements that have been achieved in the customer experience. We have also introduced new devices, including the iPhone^® in the fourth quarter of 2011, improving our overall lineup and providing a competitive portfolio for customer selection, as well as competitive rate plans providing simplicity and value.

The Company has significantly improved net postpaid subscriber results on the Sprint platform subsequent to the first quarter 2009 as a result of the actions taken. In conjunction with Network Vision, the Company continues to focus on the growth of the Sprint platform while simultaneously targeting retention of Nextel platform subscribers through competitive offerings on the Sprint platform, which includes Sprint Direct Connect. As a result of our plans and increased competition for these subscribers, we expect that subscriber churn on the Nextel platform, both postpaid and prepaid, will increase as we progress toward the decommissioning of the Nextel platform. Although the Company continues to experience net losses of Nextel platform postpaid subscribers, beginning in 2010, wireless service revenue has increased primarily as a result of growth in subscribers from our prepaid business as well as increased postpaid ARPU and subscribers on the Sprint platform.

During 2011, the Company entered into a purchase commitment with Apple, Inc. to purchase a minimum number of smartphones which, on average, is expected to carry a higher subsidy per unit than other smartphones we sell. In addition, during 2012, we expect to make further progress on Network Vision, including the incurrence of certain costs associated with the ongoing decommissioning efforts of the Nextel platform. As a result, we expect that wireless segment earnings will decline in 2012 as compared to 2011 until we benefit from Network Vision, through reduced network and operating costs, and begin to see further increases in retail service revenue through improved total retail postpaid net additions sufficient to recover these increased equipment net subsidy and acquisition costs.

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The following table provides an overview of the results of operations of our Wireless segment for the three-month periods ended March 31, 2012 and 2011.



	Three Months Ended
	March 31,
Wireless Earnings	2012			2011
	(in millions)
Sprint platform	$	5,408		$	4,842
Nextel platform	500			729
Total postpaid	5,908			5,571
Sprint platform	1,016			712
Nextel platform	188			366
Total prepaid	1,204			1,078
Retail service revenue	7,112			6,649
Wholesale, affiliate and other revenue	103			69
Total service revenue	7,215			6,718
Cost of services (exclusive of depreciation and amortization)	(2,289		)	(2,047		)
Service gross margin	4,926			4,671
Service gross margin percentage	68		%	70		%
Equipment revenue	735			695
Cost of products	(2,298		)	(1,812		)
Equipment net subsidy	(1,563		)	(1,117		)
Equipment net subsidy percentage	(213		)%	(161		)%
Selling, general and administrative expense	(2,311		)	(2,271		)
Wireless segment earnings	$	1,052		$	1,283

Service Revenue

Our Wireless segment generates service revenue from the sale of wireless services and the sale of wholesale and other services. Service revenue consists of fixed monthly recurring charges, variable usage charges and miscellaneous fees such as activation fees, directory assistance, roaming, equipment protection, late payment and early termination charges, and certain regulatory related fees, net of service credits. The ability of our Wireless segment to generate service revenue is primarily a function of:


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


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

Retail comprises those subscribers to whom Sprint directly provides wireless services, whether those services are provided on a postpaid or a prepaid basis. Retail service revenue increased $463 million, or 7%, for the three-month period ended March 31, 2012 as compared to the same period in 2011. The increase in retail service revenue for the three-month period ended March 31, 2012 as compared to the same period in 2011 reflects an increase in Sprint platform postpaid service revenue related to our $10 premium data add-on charge required for all smartphones and greater popularity of unlimited and bundled plans, combined with increases in roaming and other fees. The increase was also driven by continued subscriber growth from new market launches for our Assurance Wireless brand as well a growing number of subscribers of our Boost and Virgin Mobile prepaid brands who are choosing higher rate plans as a result of the increased availability of smartphones.

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Wholesale and affiliates are those subscribers who are served through 3G MVNO and affiliate relationships and other arrangements through which wireless services are sold by Sprint to other companies that resell those services to subscribers. Wholesale, affiliate and other revenues increased $34 million, or 49%, for the three-month period ended March 31, 2012 as compared to the same period in 2011 primarily as a result of growth in our 3G MVNO's reselling prepaid services. Wholesale and affiliate revenue includes revenue from connected devices generated from usage which varies depending on the solution being utilized. Average revenue per connected device is generally significantly lower than revenue from other wholesale and affiliate subscribers; however, the cost to service these customers is also lower resulting in a higher profit margin as a percent of revenue.

Average Monthly Service Revenue per Subscriber and Subscriber Trends

The table below summarizes average number of retail subscribers and ARPU by category for the three-month periods ended March 31, 2012 and 2011. Additional information about the number of subscribers, net subscriber additions (losses) , ARPU, and average rates of monthly postpaid and prepaid subscriber churn for each quarter since the first quarter 2011 may be found in the tables on the following pages.



	Three Months Ended
	March 31,
	2012		2011
	(subscribers in thousands)
Average postpaid subscribers	32,893		33,056
Average prepaid subscribers	14,965		12,658
Average retail subscribers	47,858		45,714
ARPU⁽¹⁾:
Postpaid	$	59.88	$	56.17
Prepaid	$	26.82	$	28.39
Average retail	$	49.54	$	48.48

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(1)

ARPU is calculated by dividing service revenue by the sum of the average number of subscribers in the applicable service category. Changes in average monthly service revenue reflect subscribers for either the postpaid or prepaid service category who change rate plans, the level of voice and data usage, the amount of service credits which are offered to subscribers, plus the net effect of average monthly revenue generated by new subscribers and deactivating subscribers.

Postpaid ARPU for the three-month period ended March 31, 2012 increased as compared to the same period in 2011 primarily due to increased revenues from the $10 premium data add-on charges for all smartphones and increases in roaming and other fees. Prepaid ARPU for the three-month period ended March 31, 2012 declined compared to the same period in 2011 primarily as a result of net additions of our Assurance Wireless brand, whose subscribers carry a lower ARPU, partially offset by an increase in ARPU for the remaining prepaid brands as subscribers are choosing higher priced plans to take advantage of international offerings and the increased availability of smartphones.

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The following table shows (a) net additions (losses) of wireless subscribers, (b) total subscribers as of the end of each quarterly period beginning with the first quarter 2011, and (c) end of period connected device subscribers.



	March 31, 2011		June 30, 2011		September 30, 2011		December 30, 2011		March 31, 2012
Net additions (losses) (in thousands)⁽¹⁾
Sprint platform:
Postpaid⁽²⁾	253		226		265		539		263
Prepaid	1,406		1,149		839		899		870
Wholesale and affiliates	389		519		835		954		785
Total Sprint platform	2,048		1,894		1,939		2,392		1,918
Nextel platform:
Postpaid	(367	)	(327	)	(309	)	(378	)	(455	)
Prepaid	(560	)	(475	)	(354	)	(392	)	(381	)
Total Nextel platform	(927	)	(802	)	(663	)	(770	)	(836	)

Total retail postpaid	(114	)	(101	)	(44	)	161		(192	)
Total retail prepaid	846		674		485		507		489
Total wholesale and affiliate	389		519		835		954		785
Total Wireless	1,121		1,092		1,276		1,622		1,082

End of period subscribers (in thousands)⁽¹⁾
Sprint platform:
Postpaid⁽²⁾⁽⁴⁾	27,699		27,925		28,190		28,729		28,992
Prepaid	9,941		11,090		11,929		12,828		13,698
Wholesale and affiliates⁽³⁾⁽⁴⁾	4,910		5,429		6,264		7,218		8,003
Total Sprint platform	42,550		44,444		46,383		48,775		50,693
Nextel platform:
Postpaid	5,299		4,972		4,663		4,285		3,830
Prepaid	3,182		2,707		2,353		1,961		1,580
Total Nextel platform	8,481		7,679		7,016		6,246		5,410

Total retail postpaid⁽⁴⁾	32,998		32,897		32,853		33,014		32,822
Total retail prepaid	13,123		13,797		14,282		14,789		15,278
Total wholesale and affiliates⁽³⁾⁽⁴⁾	4,910		5,429		6,264		7,218		8,003
Total Wireless	51,031		52,123		53,399		55,021		56,103

Supplemental data - connected devices End of period subscribers (in thousands)⁽⁴⁾
Retail postpaid	715		727		762		783		791
Wholesale and affiliates	1,883		1,920		1,956		2,077		2,217
Total	2,598		2,647		2,718		2,860		3,008

_______________________


(1)	Subscribers that transfer from their original service category classification to another platform, or another service line within the same platform, are reflected as a net loss to the original service category and a net addition to their new service category. There is no net effect for such subscriber changes to the total wireless net additions (losses) or end of period subscribers.


(2)	Includes subscribers with PowerSource devices, which operate seamlessly between both platforms.

(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-use subscriber and may occur infrequently. Although we continue to provide these customers access to our network through our MVNO relationships, approximately 1.3 million subscribers through these MVNO relationships have been inactive for at least six months, with no associated revenue as of March 31, 2012.


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

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The following table shows (a) our average rates of monthly postpaid and prepaid subscriber churn, and (b) our postpaid and prepaid ARPU as of the end of each quarterly period beginning with the first quarter 2011.



	March 31, 2011			June 30, 2011			September 30, 2011			December 30, 2011			March 31, 2012
Monthly subscriber churn rate⁽¹⁾
Sprint platform:
Postpaid	1.78		%	1.72		%	1.91		%	1.99		%	2.00		%
Prepaid	3.41		%	3.25		%	3.43		%	3.07		%	2.92		%
Nextel platform:
Postpaid	1.95		%	1.92		%	1.91		%	1.89		%	2.09		%
Prepaid	6.94		%	7.29		%	7.02		%	7.18		%	8.73		%

Total retail postpaid	1.81		%	1.75		%	1.91		%	1.98		%	2.01		%
Total retail prepaid	4.36		%	4.14		%	4.07		%	3.68		%	3.61		%

ARPU
Sprint platform:
Postpaid	$	58.52		$	59.07		$	60.20		$	61.22		$	62.55
Prepaid	$	25.76		$	25.53