Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
Note 1. Basis of Presentation |
Note1. 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 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 Form10-K for the year ended December31, 2008. 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. Significant New Accounting Pronouncements |
Note2. Significant New Accounting Pronouncements
In December 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. FAS 132(R) 1, Employers Disclosures about Postretirement Benefit Plan Assets, to require additional disclosures about plan assets held by an employers defined benefit pension or other postretirement plan. The FSP requires enhanced disclosures related to investment allocation decisions; major categories of plan assets; inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. FSP No. FAS 132(R) - 1 will be effective for the year ended December 31, 2009 and is not expected to have a material effect on our consolidated financial statements.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies. The FASB also issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. In addition, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP provides additional guidance on determining fair value when the volume and level of trading activity for an asset or liability have significantly decreased when compared with normal market activity. These staff positions were effective beginning in the second quarter 2009 and did not have a material effect on our consolidated financial statements. In addition, the FASB issued FSP No. FAS 141(R) 1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, to amend Statement of Financial Accounting Standards (SFAS) No.141(R), Business Combinations to address application issues relevant to initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP No. FAS 141(R) 1 is effective for business combinations on or after January1, 2009 and had no effect on our consolidated financial statements.
In May 2009, the FASB issued SFAS No.165, Subsequent Events, which establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No.165 is effective for the quarter ended June30, 2009 and did not have a material effect on our consolidated financial statements.
In June 2009, the FASB issued SFAS No.166, Accounting for Transfers of Financial AssetsAn Amend |
Note 3. Investments |
Note3. Investments
The components of investments were as follows:
June30, 2009 December31, 2008
(in millions)
Marketable equity securities $ 41 $ 37
Equity method and other investments 3,841 4,204
Total investments $ 3,882 $ 4,241
Equity Method Investments
Clearwire
In November 2008, we closed a transaction with Clearwire Corporation and its subsidiary Clearwire Communications LLC, (collectively Clearwire) to combine our next-generation wireless broadband businesses. At closing, Sprint contributed assets with a carrying value of $3.3 billion, including our 2.5 gigahertz (GHz) spectrum and Worldwide Interoperability for Microwave Access (WiMAX) related assets which, together with Clearwires existing business and cash contributions from other investors, will be used to build and operate a next-generation wireless broadband network that will provide entire communities with high-speed residential and mobile internet access services and residential voice services. As part of the arrangement, we entered into various agreements with Clearwire, including mobile virtual network operator (MVNO) agreements under which Clearwire can purchase 3G CDMA, mobile voice and data communication services from Sprint for resale to end users and Sprint can purchase 4G wireless broadband services for resale to our end users. Amounts under these agreements were not material during the first six months of 2009.
In conjunction with the transaction, Clearwire agreed to reimburse Sprint for certain cash expenditures incurred prior to the closing of the transaction in the amount of $388 million. Approximately $213 million was paid by Clearwire during 2008 and the remaining $175 million was provided through an interest bearing note, maturing in May 2011, which is included in equity method and other investments. This reimbursement was accounted for as a reduction to the initial investment in Clearwire. Also, during the quarter ended December31, 2008, we recognized a pre-tax gain within equity of $684 million ($424 million after tax) related to the difference between our share of Clearwires net assets upon close and the carrying value of the net assets we contributed to Clearwire. In addition to our proportionate share of Clearwires net loss, a pre-tax loss of $154 million ($96 million after tax) was recognized in equity in losses of unconsolidated investments and other, net in the first quarter 2009, representing the finalization of ownership percentages, which was subject to change based on the trading price of Clearwire stock during the 90 days subsequent to close.
As a result of these transactions, Sprint owns a 51% non-controlling interest in Clearwire, in the form of 370million shares of Class B common stock in Clearwire Corporation and 370million Class B common interests in Clearwire Communications LLC, for which the carrying value as of June30, 2009 totaled $3.6 billion. Each share of Clearwire Class B common stock, together with one Clearwire Communications Class B common interest, is exchangeable for one share of Clearwire Corporations Class |
Note 4. Financial Instruments |
Note4. Financial Instruments
Cash and cash equivalents, accounts and notes receivable, and accounts payable are carried at cost which approximates fair value. Marketable debt and equity securities held as current and non-current investments totaling $58 million and $65 million as of June30, 2009 and December31, 2008, respectively, are measured at fair value on a recurring basis with the changes in fair value recognized in other comprehensive income each period. The estimated fair value of long-term debt, financing and capital lease obligations, including current maturities, was $17.8 billion and $14.4 billion as of June30, 2009 and December31, 2008, respectively, based on current market prices or interest rates. |
Note 5. Property, Plant and Equipment |
Note5. Property, Plant and Equipment
The components of property, plant and equipment, and the related accumulated depreciation were as follows:
June30, 2009 December31, 2008
(in millions)
Land $ 330 $ 328
Network equipment, site costs and related software 38,946 38,273
Buildings and improvements 4,773 4,757
Non-network internal use software, office equipment and other 3,141 3,268
Construction in progress 1,346 1,840
Less accumulated depreciation (28,393 ) (26,093 )
Property, plant and equipment, net $ 20,143 $ 22,373
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Note 6. Intangible Assets |
Note6. Intangible Assets
Indefinite-Lived Intangible Assets
December31, 2008 Additions June30, 2009
(in millions)
FCC licenses $ 18,911 $ 337 $ 19,248
Trademarks 409 409
$ 19,320 $ 337 $ 19,657
We hold FCC licenses authorizing the use of radio frequency spectrum to deploy our wireless services: 1.9 GHz licenses utilized in the CDMA network, and 800 megahertz (MHz) and 900MHz licenses utilized in the iDEN network. We also hold 1.9GHz and other FCC licenses that are not currently being utilized. 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.
Sprint assesses annually, or more frequently if necessary, our ability to recover the carrying value of our spectrum licenses, which are carried as a single unit of accounting. In assessing recoverability, we estimate the fair value of spectrum using the Greenfield direct value method, which approximates value through estimating the discounted future cash flows of a hypothetical start-up business. Assumptions key in estimating fair value under this method include, but are not limited to, capital expenditures, customer activations and deactivations, market share achieved, tax rates in effect and discount rate. Our estimate of the fair value of our spectrum licenses significantly exceeds their carrying value, and we believe it is unlikely that reasonable changes to the underlying assumptions could alter this result.
Intangible Assets Subject to Amortization
UsefulLives June30, 2009 December31, 2008
Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value
(in millions)
Customer relationships 2to5years $ 11,859 $(10,754 ) $ 1,105 $ 12,220 $(10,288 ) $ 1,932
Other intangible assets
Trademarks 10years 889 (349 ) 540 889 (304 ) 585
Reacquired rights 9to14years 1,268 (333 ) 935 1,268 (284 ) 984
Other 5 to 16years 100 (33 ) 67 95 (30 ) 65
Total other intangible assets 2,257 (715 ) 1,542 2,252 (618 ) 1,634
$ 14,116 $(11,469 ) $ 2,647 $ 14,472 $(10,906 ) $ 3,566
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Note 7. Accounts Payable |
Note7. Accounts Payable
Accounts payable at June30, 2009 and December31, 2008 included liabilities in the amounts of $157 million and $153 million, respectively, for checks issued in excess of associated bank balances but not yet presented for collection. |
Note 8. Long-Term Debt, Financing and Capital Lease Obligations |
Note8. Long-Term Debt, Financing and Capital Lease Obligations
Interest Rate Maturities June30, 2009 December31, 2008
(in millions)
Notes
Senior notes
Sprint Nextel Corporation 1.009.25% 20102022 $ 2,950 $ 2,950
Sprint Capital Corporation 6.888.75% 20112032 9,854 10,454
Convertible senior notes
Nextel Communications, Inc. 5.25% 2010 607 607
Serial redeemable senior notes
Nextel Communications, Inc. 5.957.38% 20132015 4,780 4,780
Credit facilities Sprint Nextel Corporation
Bank credit facility 3.06% 2010 1,000 1,000
Export Development Canada 4.51% 2012 750 750
Financing obligation 9.50% 2030 696 698
Capital lease obligations and other(1) 4.1110.47% 20092022 199 204
Net premiums 155 167
20,991 21,610
Less current portion (1,373 ) (618 )
Long-term debt, financing and capital lease obligations $ 19,618 $ 20,992
(1) Includes $113 million in outstanding principal related to a consolidated variable interest entity.
As of June30, 2009, Sprint Nextel Corporation, the parent corporation, had $4.7 billion in principal of debt outstanding, including the credit facilities. In addition, $15.2 billion in principal of our long-term debt issued by wholly-owned subsidiaries is guaranteed by the parent, of which approximately $9.9 billion issued by our finance subsidiary, Sprint Capital Corporation, is fully and unconditionally guaranteed. The indentures and financing arrangements of 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 were $729million and $716million during the six-month periods ended June30, 2009 and 2008, respectively.
Notes
Notes consist of senior, convertible senior and serial redeemable senior notes that are unsecured. Cash interest on these notes is generally payable semiannually in arrears. Approximately $17.2 billion of the notes are redeemable at the Companys discretion including accrued interest. The $607 million in aggregate principal amount of 5.25% notes due 2010 is convertible at any time prior to redemption, repurchase or maturity at the option of the holders into shares of Series 1 common stock at an effective conversion price of $53.65 per share, plus $11.37 in cash for each $1,000 principal amount.
Credit Facilities
As of June30, 2009, $2.0billion in letters of credit, including a $1.9billion letter of credit required by the FCCs Report and Order to reconfigure the 800 MHz band, are outstanding under our $4.5billion revolving bank credit facility. As a result, of the $1.0 billion in outstanding borrowings and t |
Note 9. Severance and Exit Costs |
Note9. Severance and Exit Costs
In the second quarter 2009, we reduced the estimate of total severance and lease exit costs associated with our workforce reduction announced in January 2009 by $29 million. For the six-month period ended June30, 2009, total severance and lease exit costs associated with the January announcement were $298 million. Of these amounts, a benefit of $27 million and costs of $227 million were related to the Wireless segment, and a benefit of $2 million and costs of $71 million were related to the Wireline segment for the same periods ended June30, 2009, respectively. For the three and six-month periods ended June30, 2008, we recognized $106 million and $325 million, respectively, in severance and lease exit costs related to the separation ofemployees and continued organizational realignment initiatives. Of these costs, $84 million and $255 million were related to the Wireless segment, and $19 million and $67 million were related to the Wireline segment for the same periods ended June30, 2008, respectively.
The following provides the activity in the severance and exit costs liability included in Accrued expenses and other current liabilities:
2009 Activity
December31, 2008 Net Expense Cash Payments andOther June30, 2009
(in millions)
Lease exit costs $ 101 $ 9 $ (23 ) $ 87
Severance 90 289 (205 ) 174
$ 191 $ 298 $ (228 ) $ 261
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Note 10. Income Taxes |
Note10. Income Taxes
Effective Income Tax Rate
Factors that caused our effective income tax rates to vary from the 35% U.S. federal statutory rate were as follows:
Six Months Ended June30,
2009 2008
(in millions)
Income tax benefit at the U.S. federal statutory rate $ 607 $ 478
Effect of:
State income taxes, net of federal income tax effect 36 46
Reduction in liability for unrecognized tax benefits 80
Valuation allowance reduction 28
Other, net 4 (7 )
Income tax benefit $ 755 $ 517
Effective income tax rate 43.6 % 37.8 %
As of June30, 2009 and December31, 2008, a total valuation allowance of $680 million and $711 million, respectively, was maintained related to deferred tax assets for loss and tax credit carryforwards, with the reduction principally due to income tax settlements. For the first half of 2009, our liability for unrecognized tax benefits was reduced by $106 million, principally due to income tax settlements and cash payments. Cash was paid for income taxes, net, of $57million and $34million during the six-month periods ended June30, 2009 and 2008, respectively. |
Note 11. Commitments and Contingencies |
Note11. 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 1980s 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. The parties proceeded with litigation and/or settlement negotiations on a state by state basis, and settlement negotiations have been coordinated in all cases but those pending in Louisiana and Tennessee. The Louisiana claims have been separately settled for an amount not material to the Company, and that settlement was given final approval by the Court, and the time to appeal that approval has expired. We have reached an agreement in principle to settle the claims in all the other states, excluding Tennessee, for an amount not material to us. The Court issued its preliminary approval of the settlement on July17, 2008, and the Court is in the process of considering objections to the settlement.
In September 2004, the U.S.District Court for the District of Kansas denied a motion to dismiss a shareholder lawsuit alleging that our 2001 and 2002 proxy statements were false and misleading in violation of federal securities laws to the extent they described new employment agreements with certain senior executives without disclosing that, according to the allegations, replacement of those executives was inevitable. These allegations, made in an amended complaint in a lawsuit originally filed in 2003, are asserted against us and certain former officers and directors, and seek to recover any decline in the value of our tracking stocks during the class period. The parties have stipulated that the case can proceed as a class action. All defendants have denied plaintiffs allegations and intend to defend this matter vigorously. Allegations in the original complaint, which asserted claims against the same defendants and our former independent auditor, were dismissed by the Court in April 2004. Our motion to dismiss the amended complaint was denied, and the parties are engaged in discovery. We do not expect the resolution of this matter to have a material effect on our financial position or results of operations.
In connection with the Sprint-Nextel merger in 2005, we disclosed that several third-party providers of CDMA services (PCS Affiliates) had filed lawsuits in various courts, alleging that the Sprint-Nextel merger would result in breaches of exclusivity provisions in their commercial affiliation agreements with our subsidiaries. With the exception of iPCS Wireless, Inc. (iPCS), all such suits have been disposed of. On September24, 2008, the Illinois Supreme Court denied our petition for appeal in a contract dispute with iPCS. A |
Note 12. Share-Based Compensation |
Note12. Share-Based Compensation
Share-Based Payment Plans
As of June30, 2009, Sprint sponsored four equity incentive plans: the 2007 Omnibus Incentive Plan (2007 Plan); the 1997 Long-Term Incentive Program (1997 Program); the Nextel Incentive Equity Plan (Nextel Plan); and the Management Incentive Stock Option Plan (MISOP). Sprint also sponsors an Employees Stock Purchase Plan (ESPP). Under the 2007 Plan, we may grant 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 certain other service providers. In 2008, certain amendments were made to the 2007 Plan to comply with new tax regulations, including new regulations under Section409A of the Internal Revenue Code. No new grants can be made under the 1997 Program, the Nextel Plan or the MISOP.
For the three-month period ended June30, 2009, the number of shares available under the 2007 Plan increased by about 8million, as the number of shares available under the 2007 Plan is increased by any shares originally granted under the 1997 Program, the Nextel Plan, or the MISOP that are forfeited, expire, or otherwise are terminated. As of June30, 2009, about 165million common shares were available under the 2007 Plan. As of June30, 2009, restricted stock units and options to acquire about 55million common shares were outstanding under the 1997 Program, options to acquire about 25million common shares were outstanding under the Nextel Plan and options to acquire about 19million common shares were outstanding under theMISOP. The ESPP has approximately 87million common shares authorized for future purchases of which 80million shares were authorized in the second quarter 2009. Currently, we use treasury shares to satisfy share-based awards or new shares if no treasury shares are available.
Share-Based Compensation
Pre-tax share-based compensation charges included in net loss from our share-based award plans were $20million and $46 million for the three and six-month periods ended June30, 2009, and $67million and $142 million for the same periods in 2008, respectively. The total income tax benefit recognized in the consolidated financial statements for share-based compensation awards for the same four periods was $7 million, $17 million, $24 million and $52 million, respectively.
As of June30, 2009, there was $127 million of total unrecognized compensation cost related to nonvested share-based awards that are expected to be recognized over a weighted average period of 2.28 years. Cash received from exercise under all share-based payment arrangements, net of shares surrendered for employee tax obligations, was $2 million and $26 million for the six-month periods ended June30, 2009 and 2008, respectively.
Under our share-based payment plans, we had options and restricted stock units outstanding as of June30, 2009. Forfeitures were estimated for share-based awards using an 8.7% weighted average annual rate.
Options
The fair value of each option award is estimated on the grant date using the Black-Scholes option valuation model. Options outs |
Note 13. Shareholders' Equity and Per Share Data |
Note 13. Shareholders Equity and Per Share Data
In June 2009, certain holders of our Series 2 common stock exercised their rights to convert 14.8million Series 2 shares to 14.8million Series 1 shares, resulting in a $30 million and $278 million reduction to common shares and paid in capital, respectively, and a corresponding $308 million reduction in treasury shares.
Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Potentially dilutive common shares include 39million shares issuable under our equity-based compensation plans and 11million shares issuable upon the conversion of our convertible senior notes. All such potentially dilutive shares were antidilutive for the three and six-month periods ended June30, 2009 and 2008 and, therefore, have no effect on our determination of dilutive weighted average number of shares outstanding. |
Note 14. Segment Information |
Note14. Segment Information
Sprint operates in two business segments: Wireless and Wireline.
Wireless primarily includes retail and wholesale revenue from a wide array of wireless mobile telephone and wireless data transmission services and 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 service and use our back office systems and network assets in support of their telephone services provided over cable facilities.
Transactions between segments are generally accounted for based on market rates which we believe approximate fair value. Segment financial information is as follows:
Statement of Operations Information Wireless Wireline Corporate, Other and Eliminations Consolidated
(in millions)
Three Months Ended June30, 2009
Net operating revenues $ 7,004 $ 1,137 $ $ 8,141
Inter-segment revenues(1) 291 (291 )
Total segment operating expenses (5,591 ) (1,076 ) 295 (6,372 )
Segment earnings $ 1,413 $ 352 $ 4 1,769
Less:
Depreciation and amortization (1,911 )
Severance and exit costs(2) 29
Operating loss (113 )
Interest expense, net (350 )
Equity in losses of unconsolidated investments and other, net (146 )
Loss before income taxes $ (609 )
Wireless Wireline Corporate, Other and Eliminations Consolidated
(in millions)
Three Months Ended June30, 2008
Net operating revenues $ 7,736 $ 1,318 $ 1 $ 9,055
Inter-segment revenues(1) 287 (287 )
Total segment operating expenses(3) (5,868 ) (1,306 ) 215 (6,959 )
Segment earnings $ 1,868 $ 299 $ (71 ) 2,096
Less:
Depreciation and amortization (2,156 )
Severance and exit costs(2) (106 )
Merger and integration expenses (44 )
Operating loss (210 )
Interest expense, ne |
Note 15. Subsequent Events |
Note15. Subsequent Events
On July7, 2009, Sprint entered into a seven-year agreement with Ericsson under which Ericsson will assume the day-to-day execution of services, provisioning and maintenance for the Companys wireless and wireline networks. The agreement, which contains an option to renew, will result in payments for services estimated to be between $4.5 billion and $5.0 billion over the initial term of the contract. Approximately 6,000 Sprint employees will begin performing their functions as Ericsson employees during the third quarter 2009. Sprint did not transfer ownership or control of its network assets.
On July17, 2009, the FCC approved a spectrum swap agreement between Sprint and an unrelated wireless company. The agreement consists of an exchange of spectrum in different locations, resulting in an estimated gain of $59 million that will be recognized in the third quarter 2009.
On July27, 2009, Sprint entered into a definitive agreement to acquire Virgin Mobile USA (VMU) (See Note 3). Under the terms of the agreement, Sprint expects to issue between 81.4million and 104.7million shares of its common stock for all VMU common and preferred stock, excluding shares currently owned by Sprint. In addition, Sprint will retire all of VMUs outstanding debt at the time of closing, which at March31, 2009, was $248 million net of cash and cash equivalents. Sprint also will make other payments, which may be in cash or Sprints common stock at Sprints option, valued at approximately $63 million, related to the transaction. Pending VMU shareholder and regulatory approval, the transaction is expected to close in the fourth quarter 2009 or in early 2010.
Subsequent events were evaluated for disclosure through August4, 2009, the date on which the financial statements were issued. |