---

---

Item 1.	Business

---

---

•	direct sales representatives whose efforts are focused on marketing and selling wireless services;

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

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

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

---

---

•	grant and renew licenses in the 800 MHz, 1.9 gigahertz (GHz) and 2.5 GHz bands;

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

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

•	establish access and universal service funding provisions;

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

•	impose fines and forfeitures for violations of FCC rules;

•	regulate the technical standards governing wireless services; and

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

---

---

---

---

---

---

---

Item 1A.	Risk Factors

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

•	actual or perceived quality and coverage of our network;

•	public perception about our brands;

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

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

•	our ability to maintain our current MVNO relationships and to enter into new MVNO arrangements.

---

•	pay dividends;

•	create liens on our assets;

•	receive dividend or other payments from certain of our subsidiaries;

•	enter into transactions with affiliates; and

•	engage in certain asset sale or business combination transactions.

---

---

---

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

•	the ability to raise additional capital through the issuance of additional debt or equity or otherwise, including the cost and availability or perceived availability of additional capital;

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

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

•	disruption to our operations or those of other companies critical to our network operations;

•	our ability to develop and market new and enhanced technologies, products and services on a timely and cost-effective basis, including any network improvement efforts;

•	recommendations by securities analysts or changes in their estimates concerning us;

•	changes in the ratings of our debt by rating agencies;

•	litigation;

•	changes in governmental actions, regulations, or approvals; and

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

---

---

•	diversion of management attention from running our existing business;

•	possible material weaknesses in internal control over financial reporting;

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

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

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

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

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

•	any acquired or merged business, technology, service, or product may significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from our transaction, which could, among other things, also result in a write-down of goodwill and other intangible assets associated with such transaction.

---

•	business combinations involving the Company;

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

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

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

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

---

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

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

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

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

Item 1B.	Unresolved Staff Comments

Item 2.	Properties

---

Item 3.	Legal Proceedings

Item 4.	Mine Safety Disclosures

---

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

---

---

Item 6.	Selected Financial Data

---

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

•	Unlock the value of our substantial spectrum holdings by densifying and optimizing our network to provide customers with the best experience;

•	Achieve our cost reduction goals by significantly transforming our business;

•	Deliver an attractive value proposition and substantially enhance our distribution through use of innovative models;

•	Create an alternative financial structure that leverages our assets to fuel our growth and maximize stockholder value;

•	Attract and retain world-class talent and establish strategic partnerships to create the optimal, engaged, and winning team; and

•	Deliver an exceptional wireless experience so customers stay longer, buy more, and tell their friends.

---

(1)	Other, net for the years ended March 31, 2017 and 2016 excludes $481 million and $321 million of losses, respectively, related to losses on disposal of property, plant and equipment which is included in Wireless segment earnings.

---

---

---

---

(1)	Represents service revenue primarily related to the acquisition of Clearwire on July 9, 2013.

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

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

---

(1)

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

---

---

---

(1)

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

(2)	Sprint platform refers to the Sprint network that supports the wireless service we provide through our multiple brands.

(3)	As part of the Shentel transaction, 186,000 and 92,000 subscribers were transferred from postpaid and prepaid, respectively, to affiliates. An additional 270,000 of nTelos' subscribers are now part of our affiliate relationship with Shentel and are being reported in wholesale and affiliate subscribers during the quarter ended June 30, 2016.

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

(5)

During the three-month period ended December 31, 2016, the Company aligned all prepaid brands, excluding Assurance Wireless but including prepaid affiliate subscribers, under one churn and retention program. As a result of this change, end of period prepaid and affiliate subscribers as of December 31, 2016 were reduced by 1,234,000 and 21,000, respectively. See "Subscriber Results" below for more information.

(6)

Subscribers through some of our MVNO relationships have inactivity either in voice usage or primarily as a result of the nature of the device, where activity only occurs when data retrieval is initiated by the end-user and may occur infrequently. Although we continue to provide these subscribers access to our network through our MVNO relationships, approximately 2,054,000 subscribers at March 31, 2017 through these MVNO relationships have been inactive for at least six months, with no associated revenue during the six-month period ended March 31, 2017.

(7)	End of period transactions subscribers reflected postpaid, prepaid and wholesale subscribers acquired as a result of the acquisition of Clearwire. We had no remaining transaction subscribers primarily due to the shutdown of the WiMAX network on March 31, 2016.

(1)

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

(2)

In the quarter ended June 30, 2015, the Company revised its prepaid subscriber reporting to remove one of its rules that matches customers who disconnect and then re-engage within a specified period of time. This enhancement, which we believe represents a more precise churn calculation, had no impact on net additions, but did result in reporting higher deactivations and higher gross additions in the quarter. Without this revision, Sprint platform prepaid churn in the quarter would have been 4.33% and relatively flat compared to the same period in 2014. End of period prepaid subscribers and net prepaid subscriber additions for all periods presented were not impacted by the change.

(3)	Subscriber churn related to the acquisition of Clearwire.

---

(1)	Subscriber ARPU related to the acquisition of Clearwire.

---

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

•	fixed and variable interconnection costs, the fixed component of which consists of monthly flat-rate fees for facilities leased from local exchange carriers and other providers based on the number of cell sites and

---

•	long distance costs paid to the Wireline segment;

•	costs to service and repair devices;

•	regulatory fees;

•	roaming fees paid to other carriers; and

•	fixed and variable costs relating to payments to third parties for the subscriber use of their proprietary data applications, such as messaging, music and cloud services and connected vehicle fees.

---

---

---

---

---

---

---

---

---

---

---

•	projected revenues and expenses relating to our operations, including those related to our installment billing and leasing programs, along with the success of initiatives such as our expectations of achieving a more competitive cost structure through cost reduction initiatives and increasing our postpaid handset subscriber base;

•	cash needs related to our installment billing and leasing programs;

•	availability under the Receivables Facility, which terminates in November 2018;

•	availability of our secured revolving bank credit facility, which expires in February 2021, less outstanding letters of credit;

•	remaining availability of approximately $1.2 billion of our secured equipment credit facilities for eligible capital expenditures, and any corresponding principal, interest and fee payments;

•	scheduled principal payments on debt, credit facilities and financing obligations, including approximately $21.3 billion coming due over the next five fiscal years;

•	raising additional funds from external sources;

•	the expected use of cash and cash equivalents in the near-term;

•	anticipated levels and timing of capital expenditures, including assumptions regarding lower unit costs, network capacity additions and upgrades, and the deployment of new technologies in our networks, FCC license acquisitions, and purchases of leased devices from our indirect dealers;

•	any additional contributions we may make to our pension plan;

•	estimated residual values of devices related to our device lease program;

•	finalization of our tender offers, which we expect to close in June 2017, to purchase for cash up to an aggregate principal amount of $1.7 billion of our 9.000% Guaranteed Notes due in 2018 and our 8.375% Notes due in 2017; and

•	other future contractual obligations and general corporate expenditures.

---

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

(2)	Represents payments, including estimated interest, on financing obligations related to the Network Equipment Sale-Leaseback, Handset Sale-Leaseback Tranche 2, sale-leaseback of multiple tower sites, capital leases and other debt obligations.

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

(4)	Includes future spectrum lease payments as well as service credits related to commitments to provide services to certain lessors and reimburse lessors for certain capital equipment and third-party service expenditures, over the term of the lease.

(5)	Includes service, spectrum, network equipment, devices, asset retirement obligations and other executory contracts. Excludes blanket purchase orders in the amount of $68 million. See below for further discussion.

---

---

---

•	our ability to obtain additional financing, including monetizing certain of our assets, including those under our existing or future programs to monetize a portion of our network or spectrum holdings, or to modify the terms of our existing financing, on terms acceptable to us, or at all;

•	our ability to continue to receive the expected benefits of our existing financings such as receivable financings;

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

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

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

•	failure to improve subscriber churn, bad debt expense, accelerated cash use, costs and write-offs, including with respect to changes in expected residual values related to any of our service plans, including installment billing and leasing programs;

---

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

•	the effects of vigorous competition on a highly penetrated market, including the impact of competition on the prices we are able to charge subscribers for services and devices we provide and on the geographic areas served by our network;

•	the impact of installment sales and leasing of handsets; the impact of increased purchase commitments; the overall demand for our service plans, including the impact of decisions of new or existing subscribers between our service offerings; and the impact of new, emerging, and competing technologies on our business;

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

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

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

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

•	the impact of various parties not meeting our business requirements, including a significant adverse change in the ability or willingness of such parties to provide service and products, including distribution, or infrastructure equipment for our network;

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

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

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

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

•	the impacts of new accounting standards or changes to existing standards that the FASB or other regulatory agencies issue, including the SEC;

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

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

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

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

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

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

---

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

Item 8.	Financial Statements and Supplementary Data

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

Item 9A.	Controls and Procedures

---

Item 9B.	Other Information

---

Item 10.	Directors, Executive Officers and Corporate Governance

Item 11.	Executive Compensation

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

---

(1)

Includes 11,825,982 shares covered by options and 71,761,210 restricted stock units under the 2015 Plan, 25,353,304 shares covered by options and 10,952,022 restricted stock units under the 2007 Plan, and 25,835 restricted stock units outstanding under the 1997 Program. Also includes purchase rights to acquire 521,975 shares of common stock accrued at March 31, 2017 under the ESPP. Under the ESPP, each eligible employee may purchase common stock at quarterly intervals at a purchase price per share equal to 85% of the market value on the last business day of the offering period.

(2)	Included in the total of 120,440,328 shares are 10,952,022 restricted stock units under the 2007 Plan, which will be counted against the 2007 Plan maximum in a 2.5 to 1 ratio.

(3)

The weighted average exercise price does not take into account the shares of common stock issuable upon vesting of restricted stock units issued under the 1997 Program, the 2007 Plan or the 2015 Plan. These restricted stock units have no exercise price. The weighted average purchase price also does not take into account the 521,975 shares of common stock issuable as a result of the purchase rights accrued under the ESPP; the purchase price of these shares was $7.32 for each share.

(4)	Of these shares, 139,992,111 shares of common stock were available under the 2015 Plan. Through March 31, 2017, 171,358,126 cumulative shares came from the 2007 Plan, the 1997 Program and predecessor plans, including the Nextel Plan.

(5)	Includes 71,169,418 shares of common stock available for issuance under the ESPP after issuance of the 521,975 shares purchased in the quarter ended March 31, 2017 offering. See note 1 above.

(6)	No new awards may be granted under the 2007 Plan or the 1997 Program.

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

Item 14.	Principal Accounting Fees and Services

---

Item 15.	Exhibits and Financial Statement Schedules

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

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

Item 16.	Form 10-K Summary

---

---

---

---

---

---

---

---

---

---

---

---

---

*	Filed or furnished, as required.

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

---

---

---

---

---

---

---

---

---

Note 1.	Description of Operations

Note 2.	Summary of Significant Accounting Policies and Other Information

---

---

---

---

---

---

---

---

---

Note 3.	Funding Sources

---

---

---

Note 4.	Installment Receivables

---

Note 5.	Financial Instruments

---

Note 6.	Property, Plant and Equipment

---

---

Note 7.	Intangible Assets

(1)	Net additions within FCC licenses includes $85 million of spectrum acquired from the Shentel transaction (see Note 8. Long-Term Debt, Financing and Capital Lease Obligations) and an increase from spectrum license exchanges described below during the year ended March 31, 2017.

(2)	Through March 31, 2017 there is no accumulated impairment losses for goodwill.

---

---

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

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

(2)	The $629 million Clearwire 8.25% Exchangeable Notes have both a par call and put on December 1, 2017 resulting in the balance being classified as a current debt obligation.

---

---

---

---

Note 9.	Severance and Exit Costs

(1)	For the year ended March 31, 2017, we recognized costs of $17 million ($14 million Wireless, $3 million Wireline).

(2)	For the year ended March 31, 2017, we recognized costs of $20 million ($19 million Wireless, $1 million Wireline).

(3)	For the year ended March 31, 2017, we recognized $2 million (solely attributable to Wireline) as "Cost of services" and $29 million ($12 million Wireless, $17 million Wireline) as "Severance and exit costs."

(4)	We recognized costs of $176 million (Wireless only) for the year ended March 31, 2016, which were offset by $20 million of income (Wireless only) resulting from a revision to our estimate of a previously recorded reserve.

(5)	For the year ended March 31, 2016, we recognized costs of $216 million ($191 million Wireless, $25 million Wireline).

(6)	For the year ended March 31, 2016, we recognized $2 million (solely attributable to Wireline) as "Cost of services" and $17 million (solely attributable to Wireless) as "Severance and exit costs".

---

Note 10.	Supplemental Financial Information

(1)	Includes liabilities in the amounts of $69 million and $66 million as of March 31, 2017 and 2016, respectively, for payments issued in excess of associated bank balances but not yet presented for collection.

---

Note 11.	Income Taxes

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

---

---

---

Note 12.	Commitments and Contingencies

---

---

---

Note 13.	Stockholders' Equity and Per Share Data

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

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

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

Note 14.	Segments

•	Wireless primarily includes retail, wholesale, and affiliate revenue from a wide array of wireless voice and data transmission services and equipment revenue from the sale of wireless devices (handset and tablets) 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 provided to other communications companies and targeted business subscribers, in addition to our Wireless segment.

---

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

(2)	Impairments for the year ended March 31, 2015 consist of a $1.9 billion trade name impairment related to the Wireless segment and a $233 million impairment related to Wireline long-lived assets.

(3)

Other, net for the year ended March 31, 2017 consists of $66 million of severance and exit costs, a $140 million charge for a state tax matter combined with legal reserves related to other pending legal suits and proceedings, and a $28 million loss on disposal of property, plant and equipment related to cell site construction costs that are no longer recoverable as a result of changes in our network plans. In addition, the year ended March 31, 2017 included a $354 million non-cash gain related to spectrum license exchanges with other carriers and $140 million of contract termination costs, primarily related to the termination of our pre-existing wholesale arrangement with nTelos, as a result of the Shentel transaction combined with the costs related to the termination of our relationship with General Wireless Operations Inc. (Radio Shack). Losses totaling $481 million related to the write-off of leased devices associated with lease cancellations were excluded from Other, net and included within Wireless segment earnings. Other, net for the year ended March 31, 2016 consists of $409 million of severance and exit costs, combined with $193 million for legal reserves related to various pending legal suits and proceedings and a $166 million loss on disposal of property, plant and equipment related to cell site construction costs and other network costs that are no longer recoverable as a result of changes in the Company's network plans, partially offset by $20 million of income resulting from a revision to our estimate of a previously recorded reserve. Losses totaling $321 million relating to the write-off of leased devices associated with lease cancellations of $256 million and the loss on sale of devices to MLS under the Handset Sale-Leaseback Tranche 1 transaction for $65 million was excluded from Other, net and included within Wireless segment earnings. Other, net for the year ended March 31, 2015 consists of $304 million of severance and exit costs, combined with $91 million for legal reserves related to various pending legal suits and proceedings and $59 million for a partial pension settlement, partially offset by $41 million of income resulting from a revision to our estimate of a previously recorded reserve.

---

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

---

Note 15.	Quarterly Financial Data (Unaudited)

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

Note 16.	Related-Party Transactions

---

---

Note 17.	Guarantor Financial Information

---

---

---

---

---

---

---

---

---

Note 18.	Subsequent Events