UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 ------------------------------------------------- OR [ ] 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 --------------------------------------------------------- SPRINT CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) KANSAS 48-0457967 -------------------------------------- ------------------------------------ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) P.O. Box 7997, Shawnee Mission, Kansas 66207-0997 -------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (913) 624-3000 ---------------------------- -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 these reports), and (2) has been subject to these filing requirements for the past 90 days. Yes X No ----------- ------- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No ----------- ------- COMMON SHARES OUTSTANDING AT October 31, 2004: FON COMMON STOCK Series 1 1,385,221,790 Series 2 85,745,926 TABLE OF CONTENTS Page Reference Part I - Financial Information Item 1. Sprint Corporation Financial Statements Consolidated Financial Statements Consolidated Statements of Operations 1 Consolidated Statements of Comprehensive Income (Loss) 2 Consolidated Balance Sheets 3 Consolidated Statements of Cash Flows 5 Consolidated Statement of Shareholders' Equity 6 Condensed Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3. Quantitative and Qualitative Disclosures about Market Risk 42 Item 4. Controls and Procedures 43 Part II - Other Information Item 1. Legal Proceedings 44 Item 2. Changes in Securities 44 Item 3. Defaults Upon Senior Securities 45 Item 4. Submission of Matters to a Vote of Security Holders 45 Item 5. Other Information 46 Item 6. Exhibits 46 Signature 48 Exhibits (12) Computation of Ratios of Earnings to Fixed Charges (31) (a) Certification of Chief Executive Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) (b) Certification of Chief Financial Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) (32) (a) Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Part I. Item 1. SPRINT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (millions, except per share data) Quarters Ended Year-to-Date September 30, September 30, --- ------------------------------- -- ------------------------------- 2004 2003 2004 2003 (as restated) (as restated) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Net Operating Revenues $ 6,922 $ 6,714 $ 20,498 $ 19,516 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Operating Expenses Costs of services and products 3,190 3,034 9,415 8,766 Selling, general and administrative 1,666 1,644 4,984 4,894 Depreciation and amortization 1,222 1,243 3,687 3,715 Restructuring and asset impairments 3,559 1,223 3,685 1,581 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Total operating expenses 9,637 7,144 21,771 18,956 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Operating Income (Loss) (2,715) (430) (1,273) 560 Interest expense (305) (341) (947) (1,071) Premium on early retirement of debt (38) (2) (58) (21) Other income (expense), net 13 4 (17) (78) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Loss from continuing operations before income taxes (3,045) (769) (2,295) (610) Income tax benefit 1,135 273 846 211 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Loss from Continuing Operations (1,910) (496) (1,449) (399) Discontinued operation, net - (1) - 1,321 Cumulative effect of change in accounting principle, net - - - 258 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Net Income (Loss) (1,910) (497) (1,449) 1,180 Earnings allocated to participating securities (3) - (9) - Preferred stock dividends paid (2) (2) (5) (5) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Earnings (Loss) Applicable to Common Stock $ (1,915) $ (499) $ (1,463) $ 1,175 --- ------------- -- -------------- -- ------------- --- ------------- Diluted Earnings(Loss) per Common Share Continuing operations $ (1.32) $ (0.35) $ (1.02) $ (0.29) Discontinued operation - - - 0.93 Cumulative effect of change in accounting principle, net - - - 0.18 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Total $ (1.32) $ (0.35) $ (1.02) $ 0.83 --- ------------- -- -------------- -- ------------- --- ------------- Diluted weighted average common shares 1,450.6 1,419.6 1,433.8 1,413.1 --- ------------- -- -------------- -- ------------- --- ------------- Basic Earnings (Loss) per Common Share Continuing operations $ (1.32) $ (0.35) $ (1.02) $ (0.29) Discontinued operation - - - 0.93 Cumulative effect of change in accounting principle, net - - - 0.18 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Total $ (1.32) $ (0.35) $ (1.02) $ 0.83 --- ------------- -- -------------- -- ------------- --- ------------- Basic weighted average common shares 1,450.6 1,419.6 1,433.8 1,413.1 --- ------------- -- -------------- -- ------------- --- ------------- See accompanying Condensed Notes to Consolidated Financial Statements (Unaudited). SPRINT CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Loss) (Unaudited) (millions) Quarters Ended Year-to-Date September 30, September 30, --- ------------------------------- -- ------------------------------- 2004 2003 2004 2003 (as restated) (as restated) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Net Income (Loss) $ (1,910) $ (497) $ (1,449) $ 1,180 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Other Comprehensive Income (Loss) Unrealized holding gains on securities 14 4 19 44 Income tax expense (4) (2) (6) (17) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Net unrealized holding gains on securities during the period 10 2 13 27 Reclassification adjustment for gains on securities included in net income (loss) - (3) (2) (6) Income tax benefit - 1 1 3 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Net reclassification adjustment for gains included in net income - (2) (1) (3) Foreign currency translation adjustments 24 - 24 (1) Income tax expense (9) - (9) - --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Net foreign currency translation adjustment 15 - 15 (1) Unrealized losses on qualifying cash flow hedges - (4) (3) (34) Income tax benefit - 1 1 13 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Net unrealized losses on qualifying cash flow hedges during the period - (3) (2) (21) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Total other comprehensive income (loss) 25 (3) 25 2 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Comprehensive Income (Loss) $ (1,885) $ (500) $ (1,424) $ 1,182 --- ------------- -- -------------- -- ------------- --- ------------- See accompanying Condensed Notes to Consolidated Financial Statements (Unaudited). SPRINT CORPORATION CONSOLIDATED BALANCE SHEETS (millions) September 30, December 31, 2004 2003 (Unaudited) ------------------------------------------------------------------------------------------------------------------------- Assets Current assets Cash and equivalents $ 4,016 $ 2,424 Accounts receivable, net of allowance for doubtful accounts of $271 and $276 3,207 2,876 Inventories 691 582 Prepaid expenses 300 279 Other 414 450 ------------------------------------------------------------------------------------------------------------------------- Total current assets 8,628 6,611 Gross property, plant and equipment 42,949 53,994 Accumulated depreciation (20,590) (26,893) ------------------------------------------------------------------------------------------------------------------------- Net property, plant and equipment 22,359 27,101 Intangibles Goodwill 4,401 4,401 Spectrum licenses 3,386 3,385 Other intangibles 69 32 ------------------------------------------------------------------------------------------------------------------------- Total intangibles 7,856 7,818 Accumulated amortization (8) (3) ------------------------------------------------------------------------------------------------------------------------- Net intangibles 7,848 7,815 Other assets 944 1,148 ------------------------------------------------------------------------------------------------------------------------- Total $ 39,779 $ 42,675 ----------------------------------- See accompanying Condensed Notes to Consolidated Financial Statements (Unaudited). SPRINT CORPORATION CONSOLIDATED BALANCE SHEETS (continued) (millions, except per share data) September 30, December 31, 2004 2003 (Unaudited) ------------------------------------------------------------------------------------------------------------------------- Liabilities and Shareholders' Equity Current liabilities Current maturities of long-term debt $ 1,414 $ 594 Accounts payable 2,176 2,197 Accrued interconnection costs 445 503 Accrued taxes 466 407 Advance billings 626 572 Accrued restructuring costs 160 117 Payroll and employee benefits 416 683 Accrued interest 276 378 Other 1,014 1,025 ------------------------------------------------------------------------------------------------------------------------- Total current liabilities 6,993 6,476 Noncurrent liabilities Long-term debt and capital lease obligations 16,038 16,841 Equity unit notes - 1,725 Deferred income taxes 857 1,725 Postretirement and other benefit obligations 1,397 1,572 Other 1,070 976 ------------------------------------------------------------------------------------------------------------------------- Total noncurrent liabilities 19,362 22,839 Redeemable preferred stock 247 247 Shareholders' equity Common stock FON, par value $2.00 per share, 3,000.0 shares authorized, 1,470.3 and 904.3 shares issued and outstanding 2,941 1,809 PCS, par value $1.00 per share, 4,000.0 shares authorized, 0 and 1,035.4 shares issued and outstanding - 1,035 Capital in excess of par or stated value 11,956 10,084 Retained earnings (deficit) (1,024) 906 Accumulated other comprehensive loss (696) (721) ------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 13,177 13,113 ------------------------------------------------------------------------------------------------------------------------- Total $ 39,779 $ 42,675 ----------------------------------- See accompanying Condensed Notes to Consolidated Financial Statements (Unaudited). SPRINT CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (millions) ------------------------------------------------------------------ ----------------- ---------------------------------- Year-to-Date September 30, 2004 2003 (as restated) ------------------------------------------------------------------ ----------------- ----------------- ---------------- Operating Activities Net income (loss) $ (1,449) $ 1,180 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Discontinued operation, net - (1,321) Cumulative effect of change in accounting principle, net - (258) Depreciation and amortization 3,687 3,715 Deferred income taxes (879) 442 Net losses on write-down of assets 3,540 1,568 Changes in assets and liabilities: Accounts receivable, net (331) 44 Inventories and other current assets (153) 174 Accounts payable and other current liabilities (138) (1,226) Noncurrent assets and liabilities, net (2) (148) Other, net 251 190 ------------------------------------------------------------------------------------ --- ------------- -- ------------- Net cash provided by operating activities of continuing operations 4,526 4,360 ------------------------------------------------------------------ --- ------------- --- ------------- -- ------------- Investing Activities Capital expenditures (2,642) (2,333) Investments in debt securities (121) - Proceeds from debt securities 237 (91) Other, net (26) 65 ------------------------------------------------------------------ --- ------------- --- ------------- -- ------------- Net cash used by investing activities of continuing operations (2,552) (2,359) ------------------------------------------------------------------ --- ------------- --- ------------- -- ------------- Financing Activities Proceeds from debt - 44 Payments on debt (1,685) (2,386) Proceeds from common stock issued 1,802 6 Dividends paid (485) (343) Other, net (14) 14 ------------------------------------------------------------------ --- ------------- --- ------------- -- ------------- Net cash used by financing activities of continuing operations (382) (2,665) ------------------------------------------------------------------------------------ --- ------------- -- ------------- ------------------------------------------------------------------ --- ------------- --- ------------- -- ------------- Cash from discontinued operations - 2,230 ------------------------------------------------------------------ --- ------------- --- ------------- -- ------------- Increase in Cash and Equivalents 1,592 1,566 Cash and Equivalents at Beginning of Period 2,424 1,035 ------------------------------------------------------------------ --- ------------- --- ------------- -- ------------- Cash and Equivalents at End of Period $ 4,016 $ 2,601 --- ------------- -- ------------- See accompanying Condensed Notes to Consolidated Financial Statements (Unaudited). SPRINT CORPORATION CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (millions) Year-to-Date September 30, 2004 ------------------------------------------------------------------------------------------------------------------------ Capital in Accumulated FON PCS Excess of Retained Other Common Common Par or Earnings Comprehensive Stock Stock Stated Value (Deficit) Loss Total ------------------------------------------------------------------------------------------------------------------------ Beginning 2004 balance $ 1,809 $ 1,035 $ 10,084 $ 906 $ (721) $ 13,113 Net loss - - - (1,449) - (1,449) Common stock dividends - - - (480) - (480) Preferred stock dividends - - (5) - - (5) FON Series 1 common stock issued 95 - 1,783 - - 1,878 PCS Series 1 common stock issued - 2 7 - - 9 Stock-based compensation expense - - 102 - - 102 Conversion of PCS common stock into FON common stock 1,037 (1,037) - - - - Other, net - - (15) (1) 25 9 ------------------------------------------------------------------------------------------------------------------------ September 30, 2004 balance $ 2,941 $ - $ 11,956 $ (1,024) $ (696) $ 13,177 -------------------------------------------------------------------------------------- Shares Outstanding ------------------------------------------------------------ Beginning 2004 balance 904.3 1,035.4 FON Series 1 common stock issued 47.5 - PCS Series 1 common stock issued - 1.6 Conversion of PCS common stock into FON common stock 518.5 (1,037.0) ------------------------------------------------------------ September 30, 2004 balance 1,470.3 - -------------------------- See accompanying Condensed Notes to Consolidated Financial Statements (Unaudited). PART I. Item 1. SPRINT CORPORATION CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The information in this Form 10-Q has been prepared according to Securities and Exchange Commission (SEC) rules and regulations. In our opinion, the consolidated interim financial statements reflect all adjustments, consisting only of normal recurring accruals, needed to fairly present Sprint Corporation's consolidated financial position, results of operations, cash flows and comprehensive income. Certain information and footnote disclosures normally included in consolidated financial statements prepared according to accounting principles generally accepted in the United States have been condensed or omitted. As a result, you should read these financial statements along with Sprint Corporation's 2003 Form 10-K/A. Operating results for the 2004 year-to-date period do not necessarily represent the results that may be expected for the year ending December 31, 2004. -------------------------------------------------------------------------------- 1. Basis of Consolidation and Presentation -------------------------------------------------------------------------------- Consolidation and Comparative Presentation The consolidated financial statements include the accounts of Sprint, its wholly owned subsidiaries and subsidiaries it controls. Investments in entities in which Sprint exercises significant influence, but does not control, are accounted for using the equity method. See Note 4 for additional information. The consolidated financial statements are prepared using accounting principles generally accepted in the United States. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Certain prior-year amounts have been reclassified to conform to the current-year presentation. These reclassifications had no effect on the net results of operations or shareholders' equity as previously reported. Classification of Operations Sprint is a global communications company and a leader in integrating long-distance, local service, and wireless communications. Sprint is also one of the largest carriers of Internet traffic using its tier one Internet Protocol (IP) network and is a leader in providing high-speed wireless data services. Sprint's business is divided into three segments: Wireless, Local and Long distance operations. Change in Depreciable Life As of January 1, 2004, Sprint re-evaluated the depreciable lives of certain network assets. The depreciable life of certain high-capacity transmission equipment was extended from eight years to twelve years. This extension in life decreased the 2004 third quarter and 2004 year-to-date depreciation expense in Long distance by approximately $24 million and $73 million, respectively. -------------------------------------------------------------------------------- 2. Recombination of Tracking Stock -------------------------------------------------------------------------------- On April 23, 2004, Sprint recombined its two tracking stocks. Each share of PCS common stock automatically converted into 0.5 shares of FON common stock. As of April 23, 2004, the FON Group and the PCS Group no longer exist, and FON common stock represents all of the operations and assets of Sprint, including Wireless, Local and Long distance operations. This event is reflected in the presentation of these financial statements. Shareholders' Equity The conversion of PCS common stock into FON common stock resulted in an increase in FON common stock outstanding of 518.5 million shares as of April 23, 2004. Although Sprint's Articles of Incorporation continue to authorize PCS common stock following the conversion of PCS common stock, Sprint's board of directors adopted a resolution prohibiting the issuance of any shares. Sprint intends to submit to a vote of stockholders an amendment to the Articles to delete references to the PCS common stock at its next annual meeting of stockholders. Earnings Per Share All per share amounts have been restated, for all periods presented, to reflect the recombination of the FON common stock and PCS common stock as of the earliest period presented at an identical conversion ratio (0.50). The conversion ratio was also applied to dilutive PCS Group securities (mainly stock options, employee stock purchase plan shares, convertible preferred stock, and restricted stock units) to determine diluted weighted average shares on a consolidated basis. Following is earnings per share information for the FON Group and the PCS Group. These amounts reflect the restatement discussed in Note 3. Quarter Ended Year-to-Date ------------------------------ ------------------------------ FON Group PCS Group FON Group PCS Group Periods Ended September 30, 2003 (as restated) (as restated) ------------------------------ ------------------------------ (millions, except earnings per share data) Loss from Continuing Operations $ (432) $ (64) $ (63) $ (336) Discontinued operation, net (1) - 1,321 - Cumulative effect of change in accounting principle, net - - 258 - ------------- -------------- ------------- -------------- Net Income (Loss) (433) (64) 1,516 (336) Preferred stock dividends (paid) received 2 (4) 6 (11) ------------- -------------- ------------- -------------- Earnings (Loss) Applicable to Common Stock $ (431) $ (68) $ 1,522 $ (347) ------------- -------------- ------------- -------------- Diluted Earnings (Loss) per Common Share(1) Continuing operations $ (0.48) $ (0.07) $ (0.07) $ (0.34) Discontinued operation - - 1.47 - Cumulative effect of change in accounting principle, net - - 0.29 - ------------- -------------- ------------- -------------- Total $ (0.48) $ (0.07) $ 1.69 $ (0.34) ------------- -------------- ------------- -------------- Diluted weighted average common shares 903.0 1,033.1 899.9 1,026.6 ------------- -------------- ------------- -------------- Basic Earnings (Loss) per Common Share Continuing operations $ (0.48) $ (0.07) $ (0.07) $ (0.34) Discontinued operation - - 1.47 - Cumulative effect of change in accounting principle, net - - 0.29 - ------------- -------------- ------------- -------------- Total $ (0.48) $ (0.07) $ 1.69 $ (0.34) ------------- -------------- ------------- -------------- Basic weighted average common shares 903.0 1,033.1 899.9 1,026.6 ------------- -------------- ------------- --------------(1) As the effects of including dilutive FON Group and PCS Group securities were antidilutive, they were not included in the diluted weighted average common shares outstanding for the FON Group and PCS Group, nor were they included in the calculation of diluted earnings per share. -------------------------------------------------------------------------------- 3. Restatement of Previously Issued Financial Statements -------------------------------------------------------------------------------- During a review of internal controls relating to its capital assets, Sprint identified, in the 2004 third quarter, a calculation error that had resulted, since 1999, in the overstatement of interest capitalized during the construction of its Wireless capital assets, with a corresponding understatement of interest expense. The error subsequently resulted in an overstatement of depreciation expense after the associated capital assets were placed in service. While Sprint believes the impacts of this calculation error are not material to any previously issued financial statement, Sprint determined that this calculation error was most appropriately corrected through restatement of previously issued financial statements. The impacts of this restatement on the financial statements for the quarter and year-to-date periods ended September 30, 2003 are summarized below (in millions, except per share information): Statement of Operations Data: Quarter Ended Year-to-Date -------------------------------------- -------------------------------------- Periods Ended Previously As Previously As September 30, 2003 Reported Adjustment Restated Reported Adjustment Restated -------------------------------------- -------------------------------------- Operating income (loss) $ (438) $ 8 $ (430) $ 536 $ 24 $ 560 Interest expense 335 6 341 1,052 19 1,071 Loss from continuing operations (497) 1 (496) (402) 3 (399) Net income (loss) (498) 1 (497) 1,177 3 1,180 Diluted earnings (loss) per common share(1) (0.35) - (0.35) 0.83 - 0.83 Basic earnings (loss) per common share(1) (0.35) - (0.35) 0.83 - 0.83 Statement of Cash Flows Data: Nine Months Ended September 30, 2003 -------------------------------------- Previously As Reported Adjustment Restated -------------------------------------- Net cash provided by operating activities of continuing operations $ 4,379 $ (19) $ 4,360 Capital expenditures 2,352 (19) 2,333 Increase in Cash and Equivalents 1,566 - 1,566(1) On April 23, 2004 Sprint recombined its two tracking stocks. Each share of PCS common stock automatically converted into 0.5 shares of FON common stock. All per share amounts have been restated to reflect the recombination of the FON common stock as of the earliest period presented at an identical conversion ratio (0.5). The conversion ratio was also applied to dilutive PCS Group securities (mainly stock options, employee stock purchase plans, convertible preferred stock and restricted stock units) to determine diluted weighted average shares on a consolidated basis. Following are the impacts of the restatements on previously reported information for the FON Group and the PCS Group: Quarter Ended Year-to-Date -------------------------------------- -------------------------------------- Periods Ended Previously As Previously As September 30, 2003 Reported Adjustment Restated Reported Adjustment Restated -------------------------------------- -------------------------------------- FON Net income (loss) $ (433) $ - $ (433) $ 1,516 $ - $ 1,516 Diluted earnings (loss) per FON common share (0.48) - (0.48) 1.69 - 1.69 Basic earnings (loss) per FON common share (0.48) - (0.48) 1.69 - 1.69 PCS Net loss (65) 1 (64) (339) 3 (336) Diluted loss per PCS common share (0.07) - (0.07) (0.34) - (0.34) Basic loss per PCS common share (0.07) - (0.07) (0.34) - (0.34) -------------------------------------------------------------------------------- 4. Investments -------------------------------------------------------------------------------- At September 30, 2004, Sprint carried $424 million in investment asset value: $70 million was included in "Current assets--other" and $354 million in "Other assets" on the Consolidated Balance Sheets. At December 31, 2003, Sprint carried $548 million in investment asset value: $125 million was included in "Current assets--other" and $423 million in "Other assets" on the Consolidated Balance Sheets. Specific investment types and the related carrying amounts include: Investments in Debt Securities During the second half of 2003, Sprint invested in marketable debt securities. Interest on these investments is reinvested and recognized in "Other, net" in the Consolidated Statements of Operations. Sprint recognized approximately $2 million of interest income on these investments in the 2004 third quarter and $6 million in the 2004 year-to-date period. Accumulated unrealized holding losses were immaterial at the end of September 30, 2004 and at December 31, 2003. At September 30, 2004, investments in marketable debt securities totaled $608 million of which $70 million was included in "Current assets - Other" and $117 million, with maturities of less than five years, was included in "Other assets" on the Consolidated Balance Sheets. The remaining $421 million have original or remaining maturities at purchase of less than 90 days and were included in "Cash and equivalents." At December 31, 2003, investments in marketable debt securities totaled $503 million of which $125 million was included in "Current assets - Other" and $177 million was included in "Other assets" on the Consolidated Balance Sheets. The remaining $201 million had original or remaining maturities at purchase of less than 90 days and were included in "Cash and equivalents." Investments in Equity Securities The cost of investments in marketable equity securities, primarily made up of EarthLink common stock, was $134 million at September 30, 2004 and December 31, 2003. Accumulated unrealized holding gains were $50 million (net of $29 million tax) and $38 million (net of $23 million tax) at September 30, 2004 and December 31, 2003, respectively. These gains were included in "Accumulated other comprehensive loss" on the Consolidated Balance Sheets. At September 30, 2004, Sprint held 18.9 million shares of EarthLink common stock, which were reflected in "Other assets" on the Consolidated Balance Sheets. These shares were hedged with variable prepaid forward contracts, maturing from November 2004 to November 2005. See Note 14 for additional information. Equity Method Investments At September 30, 2004 and at December 31, 2003, investments accounted for using the equity method consisted primarily of Sprint's investment in Virgin Mobile USA, LLC (Virgin Mobile USA). These investments were reflected in "Other assets" on the Consolidated Balance Sheets. Certain other equity method investments were carried at zero value. Virgin Mobile USA Sprint's investment in Virgin Mobile USA was $19 million at September 30, 2004 and $41 million at December 31, 2003. Sprint determined that Virgin Mobile USA is not a variable interest entity and therefore carries it as an equity investment. This joint venture with the Virgin Group was originally entered into in the 2001 fourth quarter to market wireless services, principally to youth and pre-pay segments. Virgin Mobile USA launched services in June 2002. In the 2002 second quarter, Sprint entered into a new agreement with Virgin Group for funding of Virgin Mobile USA. Under the terms of the agreement, Sprint agreed to fund up to $150 million, with the majority in the form of discounted network services and the remainder in cash, and the Virgin Group agreed to fund up to $150 million in cash. Sprint has satisfied 100% of this cash funding commitment and 100% of the network services contribution through September 30, 2004. Additionally, in the 2003 third quarter, Sprint's board of directors authorized additional cash funding for the joint venture in the amount of $30 million, all of which had been provided to the joint venture as of September 30, 2004. Sprint's board of directors authorized additional funding to the joint venture of approximately $22 million in the 2004 first quarter, and approximately $13 million in the 2004 second quarter. A loan facility for these funds is in place with the venture and the available line of credit remains undrawn. In the 2003 third quarter, a Sprint subsidiary agreed to guarantee a $20 million term-loan facility entered into by Virgin Mobile USA to fund working capital needs. The facility expires on December 31, 2004. If required to perform, Sprint would acquire Virgin Mobile USA's subscriber base. The fair value of this guarantee was recorded in "Current liabilities - Other" on the Consolidated Balance Sheets in the amount of $5 million. Combined, unaudited, summarized financial information (100% basis) of entities accounted for using the equity method was as follows: Quarters Ended Year-to-Date September 30, September 30, -- ------------------------------- --- ------------------------------ 2004 2003 2004 2003 ------------------------------------------ -- ------------- --- ------------- --- ------------- -- ------------- (millions) Results of operations Net operating revenues $ 302 $ 221 $ 891 $ 568 -- ------------- --- ------------- --- ------------- -- ------------- Operating loss $ (29) $ (63) $ (85) $ (177) -- ------------- --- ------------- --- ------------- -- ------------- Net loss $ (24) $ (77) $ (107) $ (163) -- ------------- --- ------------- --- ------------- -- ------------- Equity in net losses of affiliates $ (8) $ (17) $ (30) $ (45) -- ------------- --- ------------- --- ------------- -- ------------- -------------------------------------------------------------------------------- 5. Asset Retirement Obligations -------------------------------------------------------------------------------- Sprint adopted Statement of Financial Accounting Standard (SFAS) No. 143, Accounting for Asset Retirement Obligations, on January 1, 2003. This standard provides accounting guidance for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction or development and (or) normal operation of that asset. According to the standard, the fair value of an asset retirement obligation (ARO liability) should be recognized in the period in which (1) a legal obligation to retire a long-lived asset exists and (2) the fair value of the obligation based on retirement cost and settlement date is reasonably estimable. Upon initial recognition of the ARO liability, the related asset retirement cost should be capitalized by increasing the carrying amount of the related long-lived asset. Sprint's network is primarily located on owned and leased property and utility easements. In Long distance and Local operations, a majority of the leased property has no requirement for remediation at retirement. The leased property of the Wireless operation has potential remediation requirements. Sprint expects to maintain its property as a necessary component of infrastructure required to maintain operations or FCC licensing. Sprint has recorded the liability presently required for the ultimate satisfaction of these requirements, and this amount is immaterial. Adoption of SFAS No. 143 affected the cost of removal historically recorded by Local operations. Consistent with regulatory requirements and industry practice, Local historically accrued costs of removal in its depreciation reserves. These costs of removal do not meet the SFAS No. 143 definition of an ARO liability. Upon adoption of SFAS No. 143, Sprint recorded a reduction in its historical depreciation reserves of approximately $420 million to remove the accumulated excess cost of removal, resulting in a cumulative effect of change in accounting principle credit, net of tax, in the Consolidated Statements of Operations of $258 million. -------------------------------------------------------------------------------- 6. Restructuring and Asset Impairment -------------------------------------------------------------------------------- Organizational Realignment In the 2003 fourth quarter, Sprint initiated a company-wide effort to realign internal resources to enhance our focus on the needs and preferences of two distinct consumer types - business and individuals. This business transformation initiative is enabling the enterprise to more effectively and efficiently use its asset portfolio to create customer-focused solutions. One of the goals of this initiative is to create a more efficient cost structure. As decisions are made to meet this specific goal (Organizational Realignment), charges are recognized for severance costs associated with work force reductions. The decisions made in the 2003 fourth quarter and 2004 first quarter are expected to result in the involuntary separation of approximately 2,550 employees. The decisions made in the 2004 second quarter to consolidate call center activity and respond to the continued competitive pressures in the long-distance market are expected to result in the involuntary separation of approximately 2,350 additional employees. As of September 30, 2004, approximately 4,200 separations have been completed. In October 2004, Sprint announced strategic plans that will result in additional work force reductions of up to 1,000 employees achieved through attrition, voluntary and involuntary separations. Sprint has recognized $144 million in pre-tax charges for the Organizational Realignment associated with severance benefits and currently expects the aggregate pre-tax charges will not exceed $175 million. Actions associated with these decisions should be completed in the first half of 2005. Other Restructuring Activity In the 2003 fourth quarter, Sprint announced the termination of the development of a new billing platform (PCS Billing Platform Termination). This decision resulted in pre-tax charges of $351 million in the 2003 fourth quarter. The charge for asset impairments was $339 million and the remaining $12 million was accrued for other contractual obligations. In the 2004 third quarter, Sprint recorded an expense reduction of $2 million as a result of finalizing the contractual obligations associated with this action. In the 2003 second quarter, Sprint announced the wind-down of its Web Hosting business. Restructurings of other Long distance operations also occurred in the continuing effort to create a more efficient cost structure (Web Hosting Wind-down). These decisions resulted in pre-tax charges of $376 million in 2003 and $62 million in the 2004 year-to-date period. The aggregate charge for asset impairments was $316 million, the aggregate charge for employee terminations was $14 million and the remaining $108 million was for facility lease terminations. In connection with the Web Hosting wind-down, Sprint may incur additional charges for facility lease terminations in subsequent periods. The severance charges are associated with the involuntary employee separation of approximately 600 employees. As of September 30, 2004, substantially all of the employee separations have been completed. Sprint has recognized $438 million in pre-tax charges and expects the aggregate pre-tax charge to be approximately $440 million. The 2004 activity is summarized as follows: ------------------------------------ --- ------------------- ---------------------------------- --- ------------------ 2004 Activity ---------------------------------- December 31, 2003 Restructuring Cash September 30, Liability Balance Charge Payments 2004 Liability Balance ------------------------------------ --- ------------------- -- -------------- --- ------------ --- ------------------ (millions) Restructuring Events Organizational Realignment Severance $ 54 $ 85 $ 81 $ 58 PCS Billing Platform Termination Other exit costs 12 (2) 10 - Web Hosting Wind-down Severance 6 - 3 3 Other exit costs 45 62 8 99 ------------------------------------ --- ------------------- -- -------------- --- ------------ --- ------------------ Total $ 117 $ 145 $ 102 $ 160 --- ------------------- -- -------------- --- ------------ --- ------------------ Asset Impairments Sprint determined that business conditions and events occurring in the 2004 third quarter and impacting its Long distance operations constituted a "triggering event" requiring an evaluation of the recoverability of the Long distance long-lived assets pursuant to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The industry-wide business conditions and events included the continuing impacts of the highly-competitive long distance market, the related aggressive pricing, recent changes in the regulatory climate negatively impacting the long-term ability of Long distance to bridge the last mile in the consumer and small business market segments, product substitution and customers' accelerated demands for cost-effective, advanced, IP-driven telecommunications solutions requiring transparent wireline and wireless connectivity. In light of these industry-wide business conditions and events, Sprint reevaluated its strategy and financial forecasts in the 2004 third quarter. Sprint intends to focus sales efforts and resources on being a leader in telecommunications solutions, by emphasizing (1) integrate-able products and telecommunications solutions, such as wireless-enabled and IP-driven, and (2) markets in which Sprint can leverage its unique portfolio of wireless and wireline assets. Evaluations of asset recoverability are performed at the lowest asset or asset group level for which identifiable cash flows are largely independent of the cash flows of other assets or asset groups. Due to the integrated nature of the Long distance network, Sprint conducted its testing of the asset group at the Long distance entity level (excluding assets held for sale), as this is the lowest level for which identifiable cash flows are available. Further, it was concluded that the fiber-optic backbone constituted the primary asset of the Long distance asset group. Accordingly, cash flows were projected over the remaining useful life of the fiber-optic backbone. These cash flow projections reflect estimated future operating results, considering all relevant circumstances and events, and estimated capital expenditures required to maintain, but not to increase, the service potential of the asset group. The resulting undiscounted future cash flows were less than the carrying value of the Long distance asset group, requiring that the asset group be reduced to fair value. The fair value of the asset group was determined by discounting the cash flow projections at a 10% discount rate, reflecting a risk-adjusted weighted average cost of capital. The resulting fair value of the asset group required a $3.52 billion pre-tax non-cash impairment charge, reducing the net carrying value of Long distance property, plant and equipment by about 60%, to $2.29 billion at September 30, 2004. In October 2004, Sprint completed the sale of its wholesale Dial IP business for $34 million. These assets were classified as held for sale at September 30, 2004, and an associated pre-tax non-cash charge of $21 million was recorded in the 2004 third quarter to adjust the carrying value of these assets to fair value. In the 2003 third quarter, Sprint recorded a pre-tax, non-cash charge of $1.2 billion related to the write-down in the fair value of its MMDS spectrum. Sprint's ongoing evaluation of business use for this asset resulted in a decision to end pursuit of a residential fixed wireless strategy. This decision required a revaluation of the fair value of the asset. This fair value was based on recent sales prices for similar assets. Sprint is now focusing its efforts on a broad range of alternative strategies. Sprint is continuing to optimize its spectrum portfolio, is monitoring technology and industry developments, and is involved in efforts to achieve favorable regulatory rulings with respect to this spectrum. In the 2003 first quarter, Sprint recorded a charge for asset impairment of $10 million. This charge was associated with the termination of a software development project. -------------------------------------------------------------------------------- 7. Long-term Debt and Capital Lease Obligations -------------------------------------------------------------------------------- In August 2004, Sprint purchased $516 million of its senior notes before their scheduled maturities. These notes had interest rates ranging from 6.0% to 6.9% and maturity dates ranging from 2007 to 2028. Sprint recorded a premium of $38 million and $3 million of unamortized debt costs and fees associated with this repayment. In September 2004, Sprint paid $13 million of its capital lease obligations before their scheduled maturities. -------------------------------------------------------------------------------- 8. Equity Unit Notes -------------------------------------------------------------------------------- In the 2001 third quarter, Sprint completed a registered offering of 69 million equity units, each with a stated amount of $25. Net proceeds from the issuance were approximately $1.7 billion after deducting the underwriting discount and other offering expenses. Each equity unit initially consisted of a corporate unit. Each corporate unit consisted of a forward purchase contract and a $25 principal amount of senior notes (Notes) of Sprint's wholly owned subsidiary, Sprint Capital Corporation. The corporate unit could be converted by the holder into a treasury unit consisting of the forward purchase contract and a treasury portfolio of zero-coupon U.S. treasury securities by substituting the treasury securities for the Notes. The underlying Notes or treasury portfolio were pledged to Sprint to secure the holder's obligations under the forward purchase contract. Forward Purchase Contracts As a component of the equity units, the forward purchase contracts originally obligated the holders to purchase, and obligated Sprint to sell, on August 17, 2004, a variable number of newly issued shares of PCS common stock, ranging from approximately 58 million to 70 million shares depending on the market price of PCS common stock. As a result of the recombination of PCS common stock and FON common stock on April 23, 2004, the forward purchase contracts obligated the holders to purchase, and Sprint to sell, a variable number of shares of newly issued FON common stock, ranging from approximately 29 million to 35 million shares. These forward purchase contracts included a provision permitting the equity unit holders to benefit from or "participate" in any dividends declared on the common stock during the contract period. On August 17, 2004, the forward purchase contracts were settled by the issuance of approximately 35 million shares of FON common stock in exchange for $1.725 billion in cash. Notes The Notes originally had an interest rate of 6% per annum, payable quarterly in arrears. In May 2004, Sprint purchased $750 million principal amount of the Notes before their scheduled maturity. Sprint recorded costs of $29 million consisting of a $20 million premium and $9 million of unamortized debt costs associated with this prepayment. In May 2004, Sprint successfully remarketed approximately $940 million principal amount of the Notes. The interest rate on the Notes was reset to 4.78% effective May 24, 2004. The remarketed Notes will mature August 17, 2006. The remaining $35 million principal amount of outstanding Notes was retained by the holders of those Notes. These Notes were also reset to the new interest rate. Following the remarketing of the Notes, the Notes were no longer pledged to secure the obligations under the purchase contracts. Proceeds received by the previous Note holders from the remarketing were used by the collateral agent to purchase other securities that were pledged as security. As of September 2004, the remarketed notes are included in "Long-term debt and capital lease obligations" on the Consolidated Balance Sheets. -------------------------------------------------------------------------------- 9. Earnings Per Share -------------------------------------------------------------------------------- Dilutive securities did not have a dilutive effect on earnings per share because Sprint incurred a loss from continuing operations in all periods presented. Options have been granted with exercise prices which are currently higher than market prices. These options are considered antidilutive. Sprint's antidilutive securities totaled 87.7 million shares in the 2004 third quarter and 89.4 million shares in the 2004 year-to-date period compared to 105.2 million and 117.9 million shares in the same 2003 periods. -------------------------------------------------------------------------------- 10. Stock-based Compensation -------------------------------------------------------------------------------- Effective January 1, 2003, Sprint adopted SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), as amended by SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, using the prospective method. Upon adoption, Sprint began expensing the fair value of stock-based compensation for all grants, modifications or settlements made on or after January 1, 2003 using the Black-Scholes-Merton model. The following table illustrates the effect on net income and earnings per share of stock-based compensation included in net income and the effect on net income and earnings per share for grants issued on or before December 31, 2002, had Sprint applied the fair value recognition provisions of SFAS No. 123. Quarters Ended Year-to-Date September 30, September 30, -- --------------------------- - --------------------------- 2004 2003 2004 2003 (as restated) (as restated) ---------------------------------------------------- -- ----------- -- ------------ - ------------ - ------------ (millions, except per share data) Net income (loss), as reported $ (1,910) $ (497) (1,449) 1,180 Add: Stock-based employee compensation expense included in reported net income, net of related tax effects 22 10 65 25 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (27) (33) (92) (126) ---------------------------------------------------- -- ----------- -- ------------ - ------------ - ------------ Pro forma net income (loss) $ (1,915) $ (520) $ (1,476) $ 1,079 -- ----------- -- ------------ - ------------ - ------------ Earnings (loss) per common share: Basic - as reported $ (1.32) $ (0.35) $ (1.02) $ 0.83 -- ----------- -- ------------ - ------------ - ------------ Basic - pro forma $ (1.32) $ (0.37) $ (1.04) $ 0.76 -- ----------- -- ------------ - ------------ - ------------ Diluted - as reported $ (1.32) $ (0.35) $ (1.02) $ 0.83 -- ----------- -- ------------ - ------------ - ------------ Diluted - pro forma $ (1.32) $ (0.37) $ (1.04) $ 0.76 -- ----------- -- ------------ - ------------ - ------------ Sprint recognized pre-tax charges of $19 million in the 2004 third quarter, $62 million in the 2004 year-to-date period, $14 million in the 2003 third quarter, and $23 million in the 2003 year-to-date period related to stock-based grants issued after December 31, 2002 and grants of restricted stock made in 2002 and previous years. Sprint recognized pre-tax charges of $15 million in the 2004 third quarter and $40 million in the 2004 year-to-date period of non-cash expense related to the recombination of FON common stock and PCS common stock on April 23, 2004. The charges primarily reflect application of stock option expensing to PCS stock options granted before January 1, 2003, as required by SFAS No. 123. Sprint expects to recognize about $100 million of non-cash pre-tax expense related to the conversion of PCS stock options into FON stock options through 2006, with not more than $55 million recognized in 2004, not more than $43 million in 2005, and the remaining amount in 2006. In the 2003 second quarter, Sprint recognized pre-tax charges of $15 million of non-cash expense in connection with separation agreements agreed to by Sprint and William T. Esrey, former chairman and chief executive officer; Ronald T. LeMay, former president and chief operating officer; and J. Richard Devlin, former executive vice president--general counsel, external affairs and corporate secretary. The charges were associated with accounting for modifications which accelerated vesting and extended exercise periods of stock options granted in prior periods, as required by SFAS No. 123. Most of the FON stock options had exercise prices that were approximately two times the market price at the modification date, while most of the PCS stock options had exercise prices that were approximately five times the market price at the modification date. -------------------------------------------------------------------------------- 11. Employee Benefit Information -------------------------------------------------------------------------------- The net periodic benefit cost consisted of the following: Pension Benefits Other Postretirement Benefits --------------------------- --------------------------- Quarters Ended Quarters Ended September 30, September 30, --------------------------------------------------------- 2004 2003 2004 2003 ------------------------------------------------------------------------------------------------------------- Service cost $ 29 $ 25 $ 4 $ 2 Interest cost 63 59 18 15 Expected return on plan assets (75) (80) (1) (1) Amortization of transition (asset) obligation (1) - - (1) Amortization of prior service cost 4 3 (13) (11) Amortization of net loss 25 9 13 5 ------------------------------------------------------------------------------------------------------------- Net benefit expense $ 45 $ 16 $ 21 $ 9 ------------------------------------------------------------ Pension Benefits Other Postretirement Benefits --------------------------- --------------------------- Year-to-Date Year-to-Date September 30, September 30, --------------------------------------------------------- 2004 2003 2004 2003 ------------------------------------------------------------------------------------------------------------- Service cost $ 100 $ 89 $ 11 $ 10 Interest cost 187 176 48 47 Expected return on plan assets (227) (218) (2) (2) Amortization of transition (asset) obligation (2) (2) (1) (1) Amortization of prior service cost 12 11 (37) (33) Amortization of net loss 67 25 30 20 ------------------------------------------------------------------------------------------------------------- Net benefit expense $ 137 $ 81 $ 49 $ 41 ------------------------------------------------------------ Sprint contributed $300 million to the pension trust in January 2004. In the 2004 first quarter, Sprint amended certain retiree medical plans to standardize the plan design effective January 1, 2005, eliminating differences in benefit levels. These amendments decreased the accumulated postretirement benefit obligation (APBO) related to other postretirement benefits by approximately $35 million, and decreased the 2004 net benefit expense by $5 million, of which approximately $1 million was recognized in the 2004 third quarter and approximately $4 million in the year-to-date period. As a result of these amendments, Sprint also recognized the effects of the 2003 Medicare Prescription Drug, Improvement and Modernization Act (the Act). The Act contains a subsidy to employers who provide prescription drug coverage to retirees that is actuarially equivalent to Medicare Part D. Analysis of Sprint's retiree prescription drug claims data determined that Sprint's retiree prescription drug benefit was actuarially equivalent. In estimating the effects of the Act, estimates of participation rates and per capita claims costs were not changed. The effect of recognizing the federal subsidy related to the Act in the 2004 first quarter was a $73 million reduction in the APBO, a $3 million reduction in the net benefit cost in the 2004 third quarter and a $9 million reduction in the net benefit cost in the year-to-date period. Sprint has accounted for its retiree medical benefit plan in accordance with Financial Accounting Standards Board Staff Position No. 106-2. -------------------------------------------------------------------------------- 12. Litigation, Claims and Assessments -------------------------------------------------------------------------------- In March 2004, eight purported class action lawsuits relating to the recombination of the tracking stocks were filed against Sprint and its directors by holders of PCS common stock. Seven of the lawsuits were consolidated in the District Court of Johnson County, Kansas. The eighth, pending in New York, has been voluntarily stayed. The consolidated lawsuit alleges breach of fiduciary duty in connection with allocations between the FON Group and the PCS Group before the recombination of the tracking stocks and breach of fiduciary duty in the recombination. The lawsuit seeks to rescind the recombination and monetary damages. All defendants have denied plaintiffs' allegations and intend to vigorously defend this matter. A number of putative class action cases that allege Sprint failed to obtain easements from property owners during the installation of its fiber optic network have been filed in various courts. Several of these cases sought certification of nationwide classes, and in one case, a nationwide class was certified. However, a nationwide settlement of these claims was approved by the U.S. District Court for the Northern District of Illinois, which enjoined all other similar cases. Objectors appealed the preliminary approval order and injunction to the Seventh Circuit Court of Appeals. In October, 2004, the Seventh Circuit Court of Appeals vacated the nationwide class and the injunction and remanded the case to the trial court for further proceedings. In 2001, Sprint accrued for the estimated settlement costs of these suits. In 2003, several putative class action lawsuits were filed in the U.S. District Court for the District of Kansas by participants in the Sprint Retirement Savings Plan, the Sprint Retirement Savings Plan for Bargaining Unit Employees and the Centel Retirement Savings Plan for Bargaining Unit Employees. The complaints, which name Sprint, the committees that administer the plans, and various current and former directors and officers as defendants, have been consolidated before one judge. The consolidated lawsuit alleges that defendants breached their fiduciary duties to the plans and violated the ERISA statutes by making the company contribution in FON common stock and PCS common stock and including FON common stock and PCS common stock among the more than thirty investment options offered to plan participants. The lawsuit seeks to recover any decline in the value of FON common stock and PCS common stock during the class period. All defendants have denied plaintiffs' allegations and intend to vigorously defend this matter. In 2003, a series of putative class action lawsuits were filed by shareholders against Sprint, certain current and former officers and directors, and its former auditor, Ernst & Young (EY). The lawsuits alleged that Sprint's financial statements were misleading as a result of failure to disclose personal tax strategies utilized by senior executives of Sprint and allegedly sponsored by EY, and that EY was not independent. The cases were consolidated into a single proceeding in the U.S. District Court for the District of Kansas, and in April 2004, the court dismissed those allegations on defendants' motion and dismissed EY with prejudice, but permitted plaintiffs to amend their complaint against other defendants. Plaintiffs filed an amended complaint alleging that Sprint's 2001 and 2002 proxy statements were misleading because they described new employment agreements entered into with senior executives without disclosing that the board allegedly was considering terminating those same executives. The lawsuit seeks to recover any decline in the value of FON common stock and PCS common stock during the class period. In September, 2004, the court denied defendants' motion to dismiss these new allegations, and the parties have stipulated that the case can proceed as a class action. All defendants have denied plaintiffs' allegations and intend to vigorously defend this matter. Various other suits, proceedings and claims, including purported class actions, typical for a business enterprise, are pending against Sprint. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with Sprint's beliefs, Sprint expects that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on the financial condition or results of operations of Sprint or its business segments. -------------------------------------------------------------------------------- 13. Income Taxes -------------------------------------------------------------------------------- The differences that caused Sprint's effective income tax rates to vary from the 35% federal statutory rate for income taxes related to continuing operations were as follows: Year-to-Date September 30, ----------------------------------- 2004 2003 (as restated) ------------------------------------------------------------- -- -------------- --- ------------- (millions) Income tax benefit at the federal statutory rate $ 803 $ 214 Effect of: State income taxes, net of federal income tax effect 48 (2) Other, net (5) (1) ------------------------------------------------------------- -- -------------- --- ------------- Income tax benefit $ 846 $ 211 -- -------------- --- ------------- Effective income tax rate 36.9% 34.6% -- -------------- --- ------------- -------------------------------------------------------------------------------- 14. Accounting for Derivative Instruments -------------------------------------------------------------------------------- Risk Management Policies Sprint's derivative instruments include interest rate swaps, stock warrants, variable prepaid forward contracts, credit forward contracts, and foreign currency forward and option contracts. Sprint's derivative transactions are used principally for hedging purposes and comply with board-approved policies. Senior finance management receives frequent status updates of all outstanding derivative positions. Sprint enters into interest rate swap agreements to manage exposure to interest rate movements and achieve an optimal mixture of floating and fixed-rate debt while minimizing liquidity risk. Interest rate swap agreements that are designated as fair value hedges effectively convert Sprint's fixed-rate debt to a floating rate through the receipt of fixed-rate amounts in exchange for floating-rate interest payments over the life of the agreement without an exchange of the underlying principal amount. Interest rate swap agreements designated as cash flow hedges reduce the impact of interest rate movements on future interest expense by effectively converting a portion of its floating-rate debt to a fixed rate. In certain business transactions, Sprint is granted warrants to purchase the securities of other companies at fixed rates. These warrants are supplemental to the terms of the business transactions and are not designated as hedging instruments. Sprint enters into variable prepaid forward contracts which reduce the variability in expected cash flows related to a forecasted sale of the underlying equity securities held as available for sale. Sprint enters into fair value hedges through credit forward contracts which hedge changes in fair value of certain debt issues. Sprint's foreign exchange risk management program focuses on reducing transaction exposure to optimize consolidated cash flow. Sprint enters into forward and option contracts in foreign currencies to reduce the impact of changes in foreign exchange rates. Sprint's primary transaction exposure results from net payments made to and received from overseas telecommunications companies for completing international calls made by Sprint's domestic customers and the operation of its international subsidiaries. Interest Rate Swaps The interest rate swaps met all the required criteria under derivative accounting rules for the assumption of perfect effectiveness resulting in no recognition of changes in their fair value in earnings during the life of the swap. Sprint held only fair-value hedges during 2003 and in the period ending September 30, 2004. Sprint recorded a $1 million decrease as of September 30, 2004 resulting from changes in the fair value of the interest rate swaps. The decrease in value for these swaps has been recorded in "Other non-current assets" on the Consolidated Balance Sheets. As the swaps have been deemed perfectly effective, an offset was recorded to the underlying long-term debt. Stock Warrants The stock warrants are not designated as hedging instruments and changes in the fair value of these derivative instruments are recognized in earnings during the period of change. Sprint's net derivative gains on stock warrants were immaterial in both the 2004 third quarter and 2004 year-to-date period. Net Purchased Equity Options The net purchased equity options embedded in variable prepaid forward contracts are designated as cash flow hedges. The impact to other comprehensive income in the 2004 third quarter was immaterial. Sprint has recorded a $2 million after-tax decrease for the 2004 year-to-date period resulting from losses on these cash flow hedges. The changes in other comprehensive income are included in "Net unrealized losses on qualifying cash flow hedges" in the Consolidated Statements of Comprehensive Income. Credit Forward Contracts Sprint held fair value hedges in credit forward contracts during the 2003 first quarter to hedge changes in fair value of certain debt issues. As there is high correlation between the credit forward contracts and the debt issues being hedged, fluctuations in the value of the credit forward contracts are generally offset by changes in the fair value of the debt issues. A nominal amount was recorded in Sprint's Consolidated Statements of Operations in the 2003 first quarter on this investment. The contracts matured in the 2003 third quarter. Foreign Currency Forward and Option Contracts Foreign currency forward and option contracts held during the periods were not designated as hedges as defined in SFAS No. 133 and changes in the fair value of these derivative instruments are recognized in earnings during the period of change. The activity associated with these contracts was immaterial in all periods presented. Concentrations of Credit Risk Sprint's accounts receivable are not subject to any concentration of credit risk. Sprint controls credit risk of its interest rate swap agreements and foreign currency contracts through credit approvals, dollar exposure limits and internal monitoring procedures. In the event of nonperformance by the counterparties, Sprint's accounting loss would be limited to the net amount it would be entitled to receive under the terms of the applicable interest rate swap agreement or foreign currency contract. However, Sprint does not anticipate nonperformance by any of the counterparties to these agreements. -------------------------------------------------------------------------------- 15. Discontinued Operation -------------------------------------------------------------------------------- In the 2003 first quarter, Sprint sold its directory publishing business to R.H. Donnelley for $2.23 billion in cash. The sale closed on January 3, 2003. The pre-tax gain recognized in the 2003 year-to-date period was $2.14 billion, $1.32 billion after-tax. In the 2003 third quarter, Sprint recognized a loss of $1 million primarily related to a state tax rate true-up. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, Sprint has presented the directory publishing business as a discontinued operation in the consolidated financial statements. Included in "Discontinued Operations, net" in the 2003 year-to-date Consolidated Statements of Operations was $5 million of "Net operating revenues" and "Income from continuing operations before income taxes." -------------------------------------------------------------------------------- 16. Other Financial Information -------------------------------------------------------------------------------- Supplemental Cash Flows Information Sprint's net cash paid (received) for interest and income taxes was as follows: Year-to-Date September 30, -- ------------- -- ------------- 2004 2003 (as restated) --------------------------------------------------- -- ------------- -- ------------- (millions) Interest (net of capitalized interest) $ 1,039 $ 1,137 -- ------------- -- ------------- Income taxes $ (42) $ 70 -- ------------- -- ------------- Sprint's non-cash activities included the following: Year-to-Date September 30, -- ------------- -- ------------- 2004 2003 --------------------------------------------------- -- ------------- -- ------------- (millions) Common stock issued: Sprint's employee benefit stock plans $ 53 $ 51 -- ------------- -- ------------- Settlement of shareholder suit $ 5 $ - -- ------------- -- ------------- -------------------------------------------------------------------------------- 17. Segment Information -------------------------------------------------------------------------------- Sprint is divided into three main lines of business: Wireless, Local and Long distance. Other consists primarily of wholesale distribution of telecommunications products. Sprint manages its segments to the operating income (loss) level of reporting. Items below operating income (loss) are managed at a corporate level. The reconciliation from operating income to net income is shown on the face of the Consolidated Statements of Operations in the consolidating information. Segment financial information was as follows: ---------------------------------------------------------------------------------------------------------------- Corporate Quarters Ended Long and September 30, Wireless Local Distance Other(1) Eliminations(2) Consolidated ---------------------------------------------------------------------------------------------------------------- (millions) 2004 Net operating revenues $ 3,760 $ 1,496 $ 1,808 $ 217 $ (359) $ 6,922 Affiliated revenues 3 54 168 134 (359) - Operating income (loss) 451 411 (3,570) (5) (2) (2,715) 2003 (as restated) Net operating revenues $ 3,340 $ 1,527 $ 1,977 $ 220 $ (350) $ 6,714 Affiliated revenues 2 40 167 141 (350) - Operating income (loss) 303 463 (1,185) (7) (4) (430) ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- Corporate Year-to-Date Long and September 30, Wireless Local Distance Other(1) Eliminations(2) Consolidated ---------------------------------------------------------------------------------------------------------------- (millions) 2004 Net operating revenues $ 10,811 $ 4,512 $ 5,593 $ 638 $ (1,056) $ 20,498 Affiliated revenues 9 163 503 381 (1,056) - Operating income (loss) 1,146 1,302 (3,698) (16) (7) (1,273) 2003 (as restated) Net operating revenues $ 9,383 $ 4,585 $ 6,028 $ 617 $ (1,097) $ 19,516 Affiliated revenues 7 158 530 402 (1,097) - Operating income (loss) 730 1,378 (1,514) (23) (11) 560 ----------------------------------------------------------------------------------------------------------------(1) In the 2003 first quarter, Sprint closed the sale of its directory publishing business to R.H. Donnelley for $2.23 billion in cash. Operations of the directory publishing business are reported as a discontinued operation for all periods presented. See Note 15 for additional information. (2) Revenues eliminated in consolidation consist principally of access charged to Long distance by Local, equipment purchases from the wholesale distribution business, interexchange services provided to Local, long distance services provided to Wireless for resale to Wireless customers and for internal business use, Caller ID services provided by Local to Wireless and Local handset purchases from Wireless. Net operating revenues by product and services were as follows: ---------------------------------------------------------------------------------------------------------------------- Quarters Ended Long September 30, Wireless Local Distance Other(1) Eliminations(2)Consolidated ---------------------------------------------------------------------------------------------------------------------- (millions) 2004 Voice $ - $ 1,105 $ 1,131 $ - $ (196) $ 2,040 Data - 214 427 - (16) 625 Internet - - 180 - (3) 177 Wireless services 3,760 - - - (3) 3,757 Other - 177 70 217 (141) 323 ---------------------------------------------------------------------------------- Total net operating revenues $ 3,760 $ 1,496 $ 1,808 $ 217 $ (359) $ 6,922 ---------------------------------------------------------------------------------- 2003 Voice $ - $ 1,152 $ 1,243 $ - $ (188) $ 2,207 Data - 187 463 - (16) 634 Internet - - 233 - (2) 231 Wireless services 3,340 - - - (2) 3,338 Other - 188 38 220 (142) 304 ---------------------------------------------------------------------------------- Total net operating revenues $ 3,340 $ 1,527 $ 1,977 $ 220 $ (350) $ 6,714 ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- Year-to-Date Long September 30, Wireless Local Distance Other(1) Eliminations(2)Consolidated ---------------------------------------------------------------------------------------------------------------------- (millions) 2004 Voice $ - $ 3,388 $ 3,481 $ - $ (581) $ 6,288 Data - 614 1,317 - (54) 1,877 Internet - - 617 - (10) 607 Wireless services 10,811 - - - (9) 10,802 Other - 510 178 638 (402) 924 ---------------------------------------------------------------------------------- Total net operating revenues $ 10,811 $ 4,512 $ 5,593 $ 638 $ (1,056) $ 20,498 ---------------------------------------------------------------------------------- 2003 Voice $ - $ 3,500 $ 3,780 $ - $ (588) $ 6,692 Data - 536 1,391 - (58) 1,869 Internet - - 721 - (25) 696 Wireless services 9,383 - - - (7) 9,376 Other - 549 136 617 (419) 883 ---------------------------------------------------------------------------------- Total net operating revenues $ 9,383 $ 4,585 $ 6,028 $ 617 $ (1,097) $ 19,516 ----------------------------------------------------------------------------------(1) In the 2003 first quarter, Sprint closed the sale of its directory publishing business to R.H. Donnelley for $2.23 billion in cash. Operations of the directory publishing business are reported as a discontinued operation for all periods presented. See Note 15 for additional information. (2) Revenues eliminated in consolidation consist principally of access charged to Long distance by Local, equipment purchases from the wholesale distribution business, interexchange services provided to Local, long distance services provided to Wireless for resale to Wireless customers and for internal business use, Caller ID services provided by Local to Wireless and Local handset purchases from Wireless. The decline in the Internet elimination in the year-to-date periods is driven by the termination of the Web Hosting business in the 2003 second quarter. -------------------------------------------------------------------------------- 18. Recently Issued Accounting Pronouncements -------------------------------------------------------------------------------- In March 2004, the EITF of the Financial Accounting Standards Board reached a consensus on EITF No. 03-6, Participating Securities and the Two-Class Method under SFAS No. 128, Earnings Per Share (EITF No. 03-6). This guidance requires that the rights of securities to participate in the earnings of an enterprise must be reflected in the reporting of earnings per share. Sprint's equity unit purchase contracts met the "participating security" qualifications outlined in the guidance, because the purchase contracts included a provision permitting the equity unit holders to benefit from or "participate" in any dividends declared on the common stock during the contract period. Sprint adopted EITF No. 03-6 in the 2004 second quarter. Prior to April 23, 2004, the equity unit forward purchase contracts were tied only to the PCS common stock which had no earnings upon which to declare dividends. Upon recombination and until settlement in August 2004, the equity unit purchase contracts participated in the earnings of FON common stock. The proportionate share of earnings attributable to these securities was $3 million, net of tax, in the 2004 third quarter and $9 million in the year-to-date period. This attribution was reflected as "Earnings allocated to participating securities" on the face of the Consolidated Statements of Operations. -------------------------------------------------------------------------------- 19. Subsequent Event -------------------------------------------------------------------------------- Dividend Declaration On October 11, 2004, Sprint's board of directors declared a dividend of 12.5 cents per share on the FON common stock to shareholders of record at the close of business, December 9, 2004. The dividend will be paid December 30, 2004. Part I. Item 2. SPRINT CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -------------------------------------------------------------------------------- Forward-looking Information -------------------------------------------------------------------------------- Sprint includes certain estimates, projections and other forward-looking statements in its reports and in other publicly available material. Statements regarding expectations, including performance assumptions and estimates relating to capital requirements, as well as other statements that are not historical facts, are forward-looking statements. These statements reflect management's judgments based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. With respect to these forward-looking statements, management has made assumptions regarding, among other things, customer and network usage, customer growth and retention, pricing, operating costs, the timing of various events and the economic environment. Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include: o the effects of vigorous competition and the overall demand for Sprint's service offerings in the markets in which Sprint operates; o the costs and business risks associated with providing new services and entering new markets; o adverse change in the ratings afforded our debt securities by ratings agencies; o the ability of Wireless to continue to grow and improve profitability; o the ability of Local and Long distance to maintain cash flow generation; o the effects of mergers and consolidations within the telecommunications industry and unexpected announcements or developments from others in the telecommunications industry; o the uncertainties related to bankruptcies affecting the telecommunications industry; o the impact of financial difficulties of third-party affiliates on Wireless network coverage; o the uncertainties related to Sprint's investments in networks, systems and other businesses; o the uncertainties related to the implementation of Sprint's business strategies, including our initiative to realign services to enhance the focus on business and consumer customers; o the impact of new, emerging and competing technologies on Sprint's business; o unexpected results of litigation filed against Sprint; o the risk of equipment failure, natural disasters, terrorist acts, or other breaches of network or information technology security; o the possibility of one or more of the markets in which Sprint competes being impacted by changes in political or other factors such as monetary policy, legal and regulatory changes, or other external factors over which Sprint has no control; and o other risks referenced from time to time in Sprint's filings with the Securities and Exchange Commission (SEC). The words "estimate," "project," "forecast," "intend," "expect," "believe," "target," "providing guidance" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are found throughout Management's Discussion and Analysis. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. Sprint is not obligated to publicly release any revisions to forward-looking statements to reflect events after the date of this report or unforeseen events. Sprint provides a detailed discussion of risk factors in various SEC filings, including its 2003 Form 10-K/A, and you are encouraged to review these filings. -------------------------------------------------------------------------------- Overview -------------------------------------------------------------------------------- Sprint is a global communications company and a leader in integrating wireless, local service and long-distance communications. Sprint is also one of the largest carriers of Internet traffic using its tier one Internet Protocol network and is a leader in providing high-speed wireless data services. Sprint operates a 100% digital PCS wireless network with licenses to provide service to the entire United States population, including Puerto Rico and the U.S. Virgin Islands, using a single frequency band and a single technology. Wireless, together with third party affiliates, operates PCS systems in over 300 metropolitan markets, including the 100 largest U.S. metropolitan areas, and reaches a quarter billion people. Combined with our wholesale and affiliate partners, Wireless served more than 23 million subscribers at the end of the 2004 third quarter. Sprint currently serves approximately 7.7 million access lines in its franchise territories in 18 states. Additionally, Sprint provides local service using its facilities, leased facilities or unbundled network elements provided by other carriers in a total of 36 states and the District of Columbia. Sprint has ceased proactively marketing residential local service using a platform of unbundled elements, often referred to as UNE-P, and seeks to provide new local service selectively to small business customers who seek this service from Long distance. Sprint intends to continue serving existing customers. Sprint is the nation's third-largest provider of long-distance services, based on revenues, and operates nationwide, all-digital long distance and tier one Internet Protocol (IP) networks. Sprint is selling into the cable telephony market through arrangements with cable companies that resell Sprint long distance service and/or use Sprint back office systems and network assets in support of their local telephone service provided over cable facilities. Sprint operates in an industry that has been and continues to be subject to consolidation and dynamic change. Therefore, Sprint routinely reassesses its business strategies. Due to changes in telecommunications, including bankruptcies, over-capacity and a highly competitive pricing environment in all telecommunications sectors, Sprint has taken actions to appropriately allocate capital and other resources to enable sustaining cash contribution. Sprint routinely assesses the implications of these actions on its operations and these assessments may continue to impact the future valuation of its long-lived assets. As part of its overall business strategy, Sprint regularly evaluates opportunities to expand and complement its business and may at any time be discussing or negotiating a transaction that, if consummated, could have a material effect on its business, financial condition, liquidity or results of operations. Sprint is currently in active discussions regarding strategic alternatives related to its owned Wireless communications towers, and expects to reach any conclusions regarding these alternatives in the 2004 fourth quarter or in the 2005 first quarter. In the 2003 first quarter, Sprint sold its directory publishing business to R.H. Donnelley for $2.23 billion in cash. Business Transformation Currently, Sprint's operations are divided into three lines of business: Wireless, Local and Long distance operations. In the 2003 fourth quarter, Sprint undertook an initiative to realign internal resources (Organizational Realignment). This effort was implemented to enhance our focus on the needs and preferences of two distinct consumer types - businesses and individuals. This effort is enabling Sprint to more effectively and efficiently use its portfolio of assets to create customer-focused communications solutions. Throughout 2004, management anticipates continuing to make decisions using the current segmentation, taking into consideration the re-aligned customer-focused approach. In furtherance of the goals of the realignment initiative, efforts are underway to improve Sprint's productivity through: o Consolidating systems and eliminating redundancies o Automation o Process re-engineering o E-enablement o Organizational redesign and streamlining These efforts have resulted and could continue to result in decisions requiring restructuring charges and asset impairments over the next several years. Elimination of Tracking Stocks On April 23, 2004, Sprint recombined its two tracking stocks. Each share of PCS common stock automatically converted into 0.5 shares of FON common stock. As of April 23, 2004, the FON Group and the PCS Group no longer exist, and FON common stock represents all of the operations and assets of Sprint, including Wireless, Local and Long distance. Impairment of Long Distance Assets Sprint determined that business conditions and events occurring in the 2004 third quarter and impacting its Long distance operations constituted a "triggering event" requiring an evaluation of the recoverability of the Long distance long-lived assets pursuant to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The industry-wide business conditions and events included the continuing impacts of the highly-competitive long distance market, the related aggressive pricing, recent changes in the regulatory climate negatively impacting the long-term ability of Long distance to bridge the last mile in the consumer and small business market segments, product substitution and customers' accelerated demands for cost-effective, advanced, IP-driven telecommunications solutions requiring transparent wireline and wireless connectivity. In light of these industry-wide business conditions and events, Sprint reevaluated its strategy and financial forecasts in the 2004 third quarter. Sprint intends to focus sales efforts and resources on being a leader in telecommunications solutions, by emphasizing (1) integrate-able products and telecommunications solutions, such as wireless-enabled and IP-driven, and (2) markets in which Sprint can leverage its unique portfolio of wireless and wireline assets. Evaluations of asset recoverability are performed at the lowest asset or asset group level for which identifiable cash flows are largely independent of the cash flows of other assets or asset groups. Due to the integrated nature of the Long distance network, Sprint conducted its testing of the asset group at the Long distance entity level (excluding assets held for sale), as this is the lowest level for which identifiable cash flows are available. Further, it was concluded that the fiber-optic backbone constituted the primary asset of the Long distance asset group. Accordingly, cash flows were projected over the remaining useful life of the fiber-optic backbone. These cash flow projections reflect estimated future operating results, considering all relevant circumstances and events, and estimated capital expenditures required to maintain, but not to increase, the service potential of the asset group. The resulting undiscounted future cash flows were less than the carrying value of the Long distance asset group, requiring that the asset group be reduced to fair value. The fair value of the asset group was determined by discounting the cash flow projections at a 10% discount rate, reflecting a risk-adjusted weighted average cost of capital. The resulting fair value of the asset group required a $3.52 billion pre-tax non-cash impairment charge, reducing the net carrying value of Long distance property, plant and equipment by about 60%, to $2.29 billion at September 30, 2004. In October 2004, Sprint completed the sale of its wholesale Dial IP business for $34 million. These assets were classified as held for sale at September 30, 2004, and an associated pre-tax non-cash charge of $21 million was recorded in the 2004 third quarter to adjust the carrying value of these assets to fair value. Restatement of Previously Issued Financial Statements During a review of internal controls relating to its capital assets, Sprint identified, in the 2004 third quarter, a calculation error that had resulted, since 1999, in the overstatement of interest capitalized during the construction of its Wireless capital assets, with a corresponding understatement of interest expense. The error subsequently resulted in an overstatement of depreciation expense after the associated capital assets were placed in service. While Sprint believes the impacts of this calculation error are not material to any previously issued financial statement, Sprint determined that this calculation error was most appropriately corrected through restatement of previously issued financial statements. The following discussion reflects this restatement. See Note 3 of the Condensed Notes to Consolidated Financial Statements for additional information. -------------------------------------------------------------------------------- Results of Operations -------------------------------------------------------------------------------- Consolidated Quarters Ended Year-to-Date September 30, September 30, ----------------------------------- ---------------------------------- 2004 2003 2004 2003 (as restated) (as restated) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- (millions) Net operating revenues $ 6,922 $ 6,714 $ 20,498 $ 19,516 --- ------------- -- -------------- -- ------------- --- ------------- Loss from continuing operations $ (1,910) $ (496) $ (1,449) $ (399) --- ------------- -- -------------- -- ------------- --- ------------- Net operating revenues increased 3.1% in the 2004 third quarter and 5% in the 2004 year-to-date period compared to the same 2003 periods reflecting growth in Wireless revenues partially offset by declining Long distance and Local revenues. Sprint recorded a loss from continuing operations of $1.9 billion in the 2004 third quarter and $1.4 billion in the 2004 year-to-date period that includes the after-tax impacts of the items discussed below. In the 2004 third quarter, loss from continuing operations includes a total $2.3 billion asset impairment charge related to Sprint's Long distance property, plant and equipment. Additionally, Sprint recorded a $13 million restructuring charge related to Sprint's Organizational Realignment and the termination of its Web Hosting business. Also included in the loss from continuing operations was a $25 million charge associated with the early retirement of $516 million of senior notes. The 2004 year-to-date loss from continuing operations also includes a $77 million restructuring charge related to Sprint's Organizational Realignment and the termination of its Web Hosting business as well as an $18 million charge associated with the early retirement of $750 million of equity unit notes. These charges were partially offset by a $9 million benefit resulting from the receipt of the final payment of a bankruptcy settlement with MCI (WorldCom). In the 2003 third quarter, loss from continuing operations included a $777 million charge related to the impairment of Sprint's MMDS spectrum licenses in accordance with SFAS No. 142, Goodwill and Other Intangibles, resulting from a decision to no longer pursue a residential fixed wireless strategy. Additionally, Sprint recorded an $11 million insurance recovery related to the derivative action and securities class action suit discussed below, a $1 million charge related to Web Hosting wind-down activities, and a $1 million net premium primarily related to the early retirement of Local debt. The 2003 year-to-date loss from continuing operations also includes a $22 million charge in connection with the separation agreements agreed to by Sprint and three former executive officers and a $218 million charge related to winding down the Web Hosting business. Additionally, the year-to-date period includes a $32 million charge to settle derivative action and securities class action litigation, a $12 million charge reflecting the premiums paid on debt tender offers, and a $6 million charge associated with the termination of a software development project. -------------------------------------------------------------------------------- Segmental Results of Operations -------------------------------------------------------------------------------- Wireless Wireless operates a 100% digital PCS wireless network with licenses to provide service to the entire United States population, including Puerto Rico and the U.S. Virgin Islands, using a single frequency band and a single technology. Wireless, together with third party affiliates, operates PCS systems in over 300 metropolitan markets, including the 100 largest U.S. metropolitan areas, and reaches a quarter billion people. Combined with our wholesale and affiliate partners, Wireless served more than 23 million subscribers at the end of the 2004 third quarter. Wireless provides nationwide service through a combination of: o operating its own digital network in major U.S. metropolitan areas using code division multiple access (CDMA), which is a digital spread-spectrum wireless technology that allows a large number of users to access a single frequency band by assigning a code to all transmission bits, sending a scrambled transmission of the encoded information over the air and reassembling the speech and data into its original format, o affiliating with other companies that use CDMA, mainly in and around smaller U.S. metropolitan areas, o roaming on other providers' analog cellular networks using multi-mode and multi-band handsets, and o roaming on other providers' digital networks that use CDMA. Wireless subscribers can use their phones through roaming agreements in countries other than the United States, including areas of: o Asia Pacific, including China, Guam, Hong Kong and New Zealand, o Canada and Mexico, o Central and South America, including Argentina, Bolivia, Chile, Colombia, Ecuador, Guatemala, Paraguay and Uruguay, and o Most major Caribbean Islands. Sprint's third generation (3G) capability allows more efficient utilization of the network when voice calls are made using 3G-enabled handsets. It also provides enhanced data services. The service, marketed as "Sprint PCS VisionSM," allows consumer and business subscribers to use their Vision-enabled PCS devices to exchange instant messages, exchange personal and corporate e-mail, take, send and receive pictures, play games with full-color graphics and polyphonic sounds and browse the Internet wirelessly with speeds up to 144 kbps (with average speeds of 50 to 70 kbps). Sprint is continuing to execute its plans for faster wireless data speeds by deploying Evolution Data Optimized (EV-DO) technology across the Sprint Nationwide PCS Network. With average user speeds of 300-500 kilobits per second and peak rates of up to 2.4 Megabits per second for downloads, EV-DO will accelerate mobile-device data speeds up to 10 times faster than on our current network. In addition this technology is expected to deliver superior application and service performance on EV-DO-capable handsets and laptops equipped with EV-DO-enabled Sprint PCS Connection Cards(TM). Additional traffic volumes related to EV-DO may require future capital expenditures to acquire additional spectrum in certain markets. Wireless supplements its own network through affiliation arrangements with other companies that use CDMA. Under these arrangements, these companies offer wireless services using Sprint's spectrum under the Sprint brand name on CDMA networks built and operated at their own expense. Sprint has amended its existing agreements with a majority of its affiliates to provide for a simplified pricing mechanism, as well as refining and changing various business processes. The amended agreements cover nearly 70% of the subscribers served by all affiliates. The agreements provide simplified and predictable long-term pricing for service bureau fees and stability to the rates charged for inter-area service fees. In addition, the agreements settled all significant outstanding disputes with these affiliates. One affiliate, which has not agreed to amend its existing agreement with us, has filed suit against us. This same affiliate and some other affiliates are disputing and refusing to pay amounts owed to Sprint. Reserves have been established that are expected to provide for the ultimate resolution of these disputes. Wireless may incur additional expenses to ensure that service is available to its subscribers in the areas served by its affiliates. If any of the PCS affiliates cease operations, Wireless may incur roaming charges in areas where service was previously provided by the affiliates and costs to meet FCC buildout and renewal requirements, as well as experience lower revenues. Wireless also provides services to companies that resell wireless services to their subscribers on a retail basis under their own brand using the Sprint Nationwide PCS Network. These companies bear the costs of acquisition, billing and customer service. In June 2002, Virgin Mobile USA, LLC, a joint venture between Sprint and the Virgin Group, launched services targeting youth and pre-pay segments. Sprint also has a multi-year, exclusive wholesale agreement with Qwest Communications (Qwest) whereby Qwest wireless subscribers use Sprint's national PCS network and have access to Sprint-branded PCS Vision data services. Qwest began adding new subscribers under this agreement in the 2004 first quarter. In the 2004 second quarter, existing subscribers began transitioning to Sprint's network and this transition is expected to be substantively complete by the 2005 first quarter. Selected Operating Results --------------------------------------------------------------------- Quarters Ended September 30, Variance ---------------------------------- ------------------------------- 2004 2003 $ % (millions) (as restated) ---------------------------------------------- ---------------- ----------------- -- ------------- ----------------- Net operating revenues Service $ 3,244 $ 2,900 $ 344 11.9% Equipment 350 340 10 2.9% Wholesale, affiliate and other 166 100 66 66.0% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total net operating revenues 3,760 3,340 420 12.6% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating expenses Costs of services and products 1,768 1,628 140 8.6% Selling, general and administrative 908 789 119 15.1% Depreciation and amortization 630 620 10 1.6% Restructuring and asset impairment 3 - 3 NM ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total operating expenses 3,309 3,037 272 9.0% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating income $ 451 $ 303 $ 148 48.8% -- ------------- -- -------------- -- ------------- Capital expenditures $ 603 $ 485 $ 118 24.3% -- ------------- -- -------------- -- ------------- NM = Not meaningful Selected Operating Results --------------------------------------------------------------------- Year-to-Date September 30, Variance ---------------------------------- ------------------------------- 2004 2003 $ % (millions) (as restated) ---------------------------------------------- ---------------- ----------------- -- ------------- ----------------- Net operating revenues Service $ 9,285 $ 8,309 $ 976 11.7% Equipment 1,115 845 270 32.0% Wholesale, affiliate and other 411 229 182 79.5% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total net operating revenues 10,811 9,383 1,428 15.2% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating expenses Costs of services and products 5,245 4,597 648 14.1% Selling, general and administrative 2,487 2,217 270 12.2% Depreciation and amortization 1,914 1,829 85 4.6% Restructuring and asset impairment 19 10 9 90.0% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total operating expenses 9,665 8,653 1,012 11.7% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating income $ 1,146 $ 730 $ 416 57.0% -- ------------- -- -------------- -- ------------- Capital expenditures $ 1,670 $ 1,192 $ 478 40.1% -- ------------- -- -------------- -- ------------- Net Operating Revenues Quarters Ended Year-to-Date September 30, September 30, ----------------------------------- ---------------------------------- 2004 2003 2004 2003 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Direct subscribers (millions) 17.3 15.5 17.3 15.5 --- ------------- -- -------------- -- ------------- --- ------------- Average monthly service revenue per user (ARPU) $ 63 $ 63 $ 62 $ 61 --- ------------- -- -------------- -- ------------- --- ------------- Subscriber churn rate 2.7% 2.7% 2.6% 2.7% --- ------------- -- -------------- -- ------------- --- ------------- Average monthly service revenue per user (ARPU), calculated on our direct subscriber base, is computed by dividing wireless service revenues by weighted average monthly wireless subscribers to measure revenue on a per user basis. This is a measure which uses GAAP as the basis for the calculation. ARPU, which is used by most wireless companies, is a method of valuing recurring subscriber revenue and is used by analysts and investors to compare relative value across the wireless industry. Net operating revenues include service revenues from the direct subscriber base, revenues from sales of handsets and accessory equipment, and revenues from our wholesale and affiliate partners. Service revenues consist of monthly recurring charges, usage charges and miscellaneous fees such as directory assistance, operator-assisted calling, handset insurance and late payment charges. Service revenues increased 12% in the 2004 third quarter and in the 2004 year-to-date period from the same 2003 periods reflecting an increase in the number of subscribers, increased revenues from data services, and subscriber elections to add services to their base plans. These increases were partially offset by lower overage charges from usage-based plans. Average monthly usage in the 2004 third quarter was approaching 17 hours per month, an increase of approximately three hours when compared to the 2003 third quarter. In the 2004 third quarter, 56% of new direct subscribers chose to include PCS Vision in their service package. At the end of the period approximately 42% of the subscriber base included data services in their wireless plan compared to approximately 33% at the end of the 2003 third quarter. Wireless had 429,000 direct net additions in the 2004 third quarter, ending the period with approximately 17.3 million subscribers compared to approximately 15.5 million subscribers at the end of the 2003 third quarter. Wholesale partners added 422,000 subscribers in the third quarter of 2004, ending the period with approximately 2.8 million subscribers. Wholesale end of period subscribers do not include certain Qwest subscribers that are generating revenue on the network but have not yet completed the entire back office transition necessary to be recorded in the subscriber count. The Wireless affiliates added 101,000 subscribers in the third quarter of 2004, ending the period with approximately 3.1 million subscribers. This brings the total number of subscribers served on the Wireless and affiliate networks, including direct, affiliate and wholesale subscribers, to more than 23 million at the end of the 2004 third quarter. Subscriber churn, which is calculated on our direct subscriber base, is computed by dividing the subscribers who discontinued Sprint PCS service by the weighted average subscribers for the period. This is an operational measure which is used by most wireless companies as a method of estimating the life of the subscriber. Analysts and investors primarily use churn to compare relative value across the wireless industry. The subscriber churn rate was 2.7% for both the 2004 and 2003 third quarter periods. Viewed sequentially, 2004 third quarter churn increased from 2.3% in the 2004 second quarter. Involuntary churn rose from a seasonally low second quarter level. Revenues from sales of handsets and accessories, including new subscribers and upgrades, were approximately 9.3% of net operating revenues in the 2004 third quarter compared to 10.2% for the same 2003 period. This decline was mainly due to higher rebates, partially offset by higher retail prices, as well as higher net operating revenues. These revenues were at 10.3% of net operating revenues in the 2004 year-to-date period compared to 9.0% for the same 2003 period. This increase was mainly due to higher subscriber additions and higher retail prices, which was partially offset by higher rebates. As part of Wireless marketing plans, handsets, net of rebates, are normally sold at prices below the cost. Wholesale, affiliate and other revenues consist primarily of net revenues retained from Wireless subscribers residing in affiliate territories, and revenues from the sale of Wireless services to companies that resell those services to their subscribers on a retail basis. These revenues represented 4.4% of net operating revenues in the 2004 third quarter and 3.8% in the 2004 year-to-date period compared to 3.0% and 2.4% for the same 2003 periods. These increases mainly reflect net additions to the affiliate and wholesale customer base. Costs of Services and Products Costs of services and products mainly include handset and accessory costs, switch and cell site expenses, customer service costs and other network-related costs. These costs increased 9% in the 2004 third quarter and 14% in the 2004 year-to-date period from the same 2003 periods. These increases were primarily due to network support of a larger subscriber base, higher minutes of use, expanded network coverage, initial costs associated with customer service co-sourcing arrangements, and incremental hurricaine-related costs of $14 million in the 2004 third quarter. Equipment costs also increased due to higher direct gross additions and handset upgrades. These increases were somewhat offset by decreases in information technology expense due to operational efficiencies. Handset and equipment costs were 37.4% of total costs of services and products in the 2004 third quarter and 39.2% in the 2004 year-to-date period compared to 41.1% and 39.0% for the same 2003 periods. Costs of services and products were 47.0% of net operating revenues in the 2004 third quarter and 48.5% in the 2004 year-to-date period compared to 48.7% and 49.0% for the same 2003 periods. Selling, General and Administrative Selling, General and Administrative (SG&A) expense mainly includes sales and marketing costs to promote and sell products and services, as well as related salary and benefit costs. SG&A expense increased 15% in the 2004 third quarter and 12% in the 2004 year-to-date period from the same 2003 periods reflecting an increase in sales and distribution costs primarily driven by higher direct gross additions and an increase in the number of owned retail stores. In the 2004 third quarter, an adjustment of $26 million was recorded to reflect an updated analysis of cell site acquisition and development. Marketing costs also contributed to the year-to-date increase as a significant campaign was launched in the 2004 second quarter to reposition the Sprint PCS(R) brand. This increase was offset by a decline in bad debt expense due to improved cash collections. SG&A expense was 24.1% of net operating revenues in the 2004 third quarter and 23.0% in the 2004 year-to-date period compared to 23.6% for the same 2003 periods. Bad debt expense as a percentage of net operating revenues was 1.7% in the 2004 third quarter and 1.4% in the 2004 year-to-date period compared to 2.3% for the same 2003 periods. Reserve for bad debt as a percent of outstanding accounts receivable was 6.4% at the end of the 2004 third quarter and 7.3% at year-end 2003. This improvement was mainly driven by improved cash collections. Depreciation and Amortization Estimates and assumptions are used both in setting depreciable lives and testing for recoverability. Assumptions are based on internal studies of use, industry data on lives, recognition of technological advancements and understanding of business strategy. Depreciation expense consists mainly of depreciation of network assets. Depreciation and amortization expense increased 2% in the 2004 third quarter and 5% in the 2004 year-to-date period from the same 2003 periods due to an increase in the network asset investment during 2003 and the 2004 year-to-date period. Depreciation and amortization expense was 16.8% of net operating revenues in the 2004 third quarter and 17.7% in the 2004 year-to-date period compared to 18.6% and 19.5% for the same 2003 periods. Restructuring and Asset Impairment In the 2004 third quarter, Wireless recorded a $3 million restructuring charge representing severance costs associated with Sprint's Organizational Realignment. Restructuring charges associated with these events totaled $19 million in the 2004 year-to-date period. In the first quarter of 2003, Wireless recorded a charge of $10 million associated with the termination of a software development project. Local Local consists mainly of regulated local phone operations serving approximately 7.7 million access lines in 18 states. Local provides voice and data services, including digital subscriber line (DSL), for customers within its franchise territories, access by phone customers and other carriers to the local network, nationwide long-distance services to residential customers in its franchise territories, sales of telecommunications equipment, and other services within specified calling areas to residential and business customers. Local provides wireless services and video services to customers in its franchise territories through agency relationships. Selected Operating Results --------------------------------------------------------------------- Quarters Ended September 30, Variance ----------------------------------- ------------------------------- (millions) 2004 2003 $ % --------------------------------------------- ----------------- ----------------- -- ------------- ----------------- Net operating revenues Voice $ 1,105 $ 1,152 $ (47) (4.1)% Data 214 187 27 14.4% Other 177 188 (11) (5.9)% --------------------------------------------- --- ------------- -- -------------- -- ------------- Total net operating revenues 1,496 1,527 (31) (2.0)% --------------------------------------------- --- ------------- -- -------------- -- ------------- Operating expenses Costs of services and products 499 491 8 1.6% Selling, general and administrative 311 304 7 2.3% Depreciation and amortization 272 269 3 1.1% Restructuring 3 - 3 NM --------------------------------------------- --- ------------- -- -------------- -- ------------- Total operating expenses 1,085 1,064 21 2.0% --------------------------------------------- --- ------------- -- -------------- -- ------------- Operating income $ 411 $ 463 $ (52) (11.2)% --- ------------- -- -------------- -- ------------- Operating margin 27.5% 30.3% --- ------------- -- -------------- Capital expenditures $ 257 $ 269 $ (12) (4.5)% --- ------------- -- -------------- -- ------------- NM = Not meaningful Selected Operating Results ---------------------------------------------------------------------- Year-to-Date September 30, Variance ----------------------------------- ------------------------------- (millions) 2004 2003 $ % --------------------------------------------- ----------------- ----------------- -- ------------- ----------------- Net operating revenues Voice $ 3,388 $ 3,500 $ (112) (3.2)% Data 614 536 78 14.6% Other 510 549 (39) (7.1)% --------------------------------------------- --- ------------- -- -------------- -- ------------- Total net operating revenues 4,512 4,585 (73) (1.6)% --------------------------------------------- --- ------------- -- -------------- -- ------------- Operating expenses Costs of services and products 1,412 1,467 (55) (3.7)% Selling, general and administrative 967 935 32 3.4% Depreciation and amortization 811 805 6 0.7% Restructuring 20 - 20 NM --------------------------------------------- --- ------------- -- -------------- -- ------------- Total operating expenses 3,210 3,207 3 0.1% --------------------------------------------- --- ------------- -- -------------- -- ------------- Operating income $ 1,302 $ 1,378 $ (76) (5.5)% --- ------------- -- -------------- -- ------------- Operating margin 28.9% 30.1% --- ------------- -- -------------- Capital expenditures $ 713 $ 839 $ (126) (15.0)% --- ------------- -- -------------- -- ------------- NM = Not meaningful Net Operating Revenues Net operating revenues decreased 2% in both the 2004 third quarter and the 2004 year-to-date period from the same 2003 periods. The quarterly and year-to-date declines were driven by lower voice revenue and declines in equipment sales somewhat offset by growth in data revenue. Local ended the 2004 third quarter with approximately 7.7 million switched access lines, a 2.7% decrease during the past 12 months. The reduction in access lines was driven principally by wireless substitution, losses to competitive local providers, and hurricane-related disconnects in the third quarter. The reduction in access lines is expected to continue, although Sprint expects its ongoing rate of line loss to be less than the loss rates experienced by major urban carriers. On a voice-grade equivalent basis, which includes both traditional switched services and high capacity lines, voice-grade equivalents grew 8% during the past 12 months. This growth reflects growth in DSL, as well as many business customers switching from individual lines to high capacity dedicated circuits. Voice Revenues Voice revenues, derived from local exchange services, long-distance revenue and switched access revenue, decreased 4% in the 2004 third quarter and 3% in the 2004 year-to-date period from the same 2003 periods due to a decrease in access lines. The third quarter decline was also impacted by $14 million due to an unfavorable FCC ruling associated with an interstate access pricing dispute that arose in the early 1990's. Additionally, FCC-allowable cost recoveries associated with local number portability ceased in February 2004 and recoveries for the cost of pooling telephone numbers among carriers ceased in July 2004. These declines were partially offset by the Wireless local number portability recoveries which began in July 2004. While consumer long-distance revenues had a slight increase in the quarter due to growth in the Unlimited Long Distance product, they declined in the year-to-date period. Voice revenues partially benefited in the 2004 year-to-date period from a retroactive access billing adjustment with a third-party carrier recorded during the 2004 second quarter. Data Revenues Data revenues are mainly derived from DSL, local data transport services, and special access. Data revenues increased 14% in the 2004 third quarter and 15% in the 2004 year-to-date period compared to the same 2003 periods driven by strong growth in DSL lines. Local ended the 2004 third quarter with 432,000 DSL lines in service, an increase of 64% compared to the year ago period. Other Revenues Other revenues decreased 6% in the 2004 third quarter and 7% in the 2004 year-to-date period from the same 2003 periods principally driven by lower equipment sales. Costs of Services and Products Costs of services and products include costs to operate and maintain the local network and costs of equipment sales. These costs increased 2% in the 2004 third quarter and decreased 4% in the 2004 year-to-date period compared to the same 2003 periods. The year-to-date decrease was mainly driven by general expense controls and lower costs associated with equipment sales, somewhat offset by higher pension costs. In the quarter, these declines were more than offset by hurricane-related expenses of $23 million. Costs of services and products were 33.4% of net operating revenues in the 2004 third quarter and 31.3% in the 2004 year-to-date period compared to 32.2% and 32.0% for the same periods a year ago. Selling, General and Administrative SG&A expense increased 2% in the 2004 third quarter and 3% in the 2004 year-to-date period compared to the same 2003 periods. The increase was primarily due to higher pension costs, stock-based compensation and $7 million of hurricane-related expenses partially offset by general expense controls. SG&A expense was 20.8% of net operating revenues in the 2004 third quarter and 21.4% in the 2004 year-to-date period compared to 19.9% and 20.4% for the same periods a year ago. SG&A includes charges for estimated bad debt expense. The reserve for bad debts requires management's judgment and is based on customer specific indicators, as well as historical trending, industry norms, regulatory decisions and recognition of current market indicators about general economic conditions. Bad debt expense as a percentage of net revenues was 1.3% in both the 2004 third quarter and the 2004 year-to-date period compared to 1.6% and 1.4% in the same periods a year ago. Reserve for bad debt as a percent of outstanding accounts receivable was 8.9% at the end of the 2004 third quarter and 8.5% at year-end 2003. Depreciation and Amortization Estimates and assumptions are used in setting depreciable lives and testing for recoverability. Assumptions are based on internal studies of use, industry data on lives, recognition of technological advancements and understanding of business strategy. Depreciation expense increased 1% in both the 2004 third quarter and the 2004 year-to-date period compared to the same 2003 periods. Depreciation expense was 18.2% of net operating revenues in the 2004 third quarter and 18.0% in the 2004 year-to-date period compared to 17.6% for both periods a year ago. Restructuring and Asset Impairment In the 2004 third quarter, Local recorded a $17 million restructuring charge representing severance costs associated with Sprint's Organizational Realignment. Restructuring charges associated with these events totaled $20 million in the 2004 year-to-date period. Long distance Long distance provides a broad suite of communications services targeted to domestic business and residential customers, multinational corporations and other communications companies. These services include domestic and international voice; data communications using various protocols, such as Internet Protocol (IP) and frame relay (a data service that transfers packets of data over Sprint's network), and managed network services. Long distance is selling into the cable telephony market through arrangements with cable companies that resell Sprint long distance service and/or use Sprint back office systems and network assets in support of their local telephone service provided over cable facilities. In addition, Long distance provides international data communications, and provides local service using Sprint's facilities, leased facilities or unbundled network elements provided by other carriers in a total of 36 states and the District of Columbia. Sprint determined that business conditions and events occurring in the 2004 third quarter and impacting its Long distance operations constituted a "triggering event" requiring an evaluation of the recoverability of the Long distance long-lived assets pursuant to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The industry-wide business conditions and events included the continuing impacts of the highly-competitive long distance market, the related aggressive pricing, recent changes in the regulatory climate negatively impacting the long-term ability of Long distance to bridge the last mile in the consumer and small business market segments, product substitution and customers' accelerated demands for cost-effective, advanced, IP-driven telecommunications solutions requiring transparent wireline and wireless connectivity. In light of these industry-wide business conditions and events, Sprint reevaluated its strategy and financial forecasts in the 2004 third quarter. The resulting evaluation of the recoverability of the Long distance long-lived assets required a $3.52 billion pre-tax non-cash impairment charge, reducing the net carrying value of Long distance property, plant and equipment by about 60%, to $2.29 billion at September 30, 2004. Selected Operating Results --------------------------------------------------------------------- Quarters Ended September 30, Variance ---------------------------------- ------------------------------- (millions) 2004 2003 $ % ---------------------------------------------- ---------------- ----------------- -- ------------- ----------------- Net operating revenues Voice $ 1,131 $ 1,243 $ (112) (9.0)% Data 427 463 (36) (7.8)% Internet 180 233 (53) (22.7)% Other 70 38 32 84.2% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total net operating revenues 1,808 1,977 (169) (8.5)% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating expenses Costs of services and products 1,085 1,061 24 2.3% Selling, general and administrative 421 526 (105) (20.0)% Depreciation and amortization 319 352 (33) (9.4)% Restructuring and asset impairment 3,553 1,223 2,330 NM ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total operating expenses 5,378 3,162 2,216 70.1% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating loss $ (3,570) $ (1,185) $ (2,385) NM -- ------------- -- -------------- -- ------------- Capital expenditures $ 71 $ 75 $ (4) (5.3)% -- ------------- -- -------------- -- ------------- NM = Not meaningful Selected Operating Results --------------------------------------------------------------------- Year-to-Date September 30, Variance ---------------------------------- ------------------------------- (millions) 2004 2003 $ % ---------------------------------------------- ---------------- ----------------- -- ------------- ----------------- Net operating revenues Voice $ 3,481 $ 3,780 $ (299) (7.9)% Data 1,317 1,391 (74) (5.3)% Internet 617 721 (104) (14.4)% Other 178 136 42 30.9% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total net operating revenues 5,593 6,028 (435) (7.2)% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating expenses Costs of services and products 3,233 3,231 2 0.1% Selling, general and administrative 1,452 1,664 (212) (12.7)% Depreciation and amortization 960 1,076 (116) (10.8)% Restructuring and asset impairment 3,646 1,571 2,075 NM ---------------------------------------------- -- ------------- -- -------------- -- ------------- Total operating expenses 9,291 7,542 1,749 23.2% ---------------------------------------------- -- ------------- -- -------------- -- ------------- Operating loss $ (3,698) $ (1,514) $ (2,184) NM -- ------------- -- -------------- -- ------------- Capital expenditures $ 191 $ 230 $ (39) (17.0)% -- ------------- -- -------------- -- ------------- NM = Not meaningful Net Operating Revenues Net operating revenues decreased 9% in the 2004 third quarter and 7% in the 2004 year-to-date periods from the same 2003 periods. The revenue decline in nearly all categories was due to the competitive pricing environment in the long-distance business. Voice Revenues Voice revenues decreased 9% in the 2004 third quarter and 8% in the 2004 year-to-date period from the same 2003 periods due to a decline in retail business and consumer voice revenues resulting from wireless, e-mail and instant messaging substitution, aggressive competition from Regional Bell Operating Companies (RBOCs) for consumer and small business customers and aggressive pricing by traditional interexchange carriers and the RBOCs for enterprise customers. Minute volume increased 14% in the 2004 third quarter and 12% in the 2004 year-to-date period compared to the same 2003 periods. Voice revenues generated from the provision of services to Wireless and Local represented 13.1% of total voice revenues in the 2004 third quarter and 12.6% in the 2004 year-to-date period compared to 11.9% and 11.8% in the same 2003 periods. Data Revenues Data revenues decreased 8% in the 2004 third quarter and 5% in the 2004 year-to-date period from the same 2003 periods. The year-to-date decrease was driven by declines in frame relay and private line services partially offset by an increase in asynchronous transfer mode (ATM) and managed network services. ATM revenues in the 2004 third quarter were flat and managed network services, frame relay and private line services declined from the 2003 third quarter. Internet Revenues Internet revenues decreased 23% in the 2004 third quarter and 14% in the 2004 year-to-date period from the same 2003 periods. The decline was mainly driven by a decrease in Dial IP and Web Hosting services, somewhat offset by an increase in dedicated IP. Sprint made the decision to exit the Web Hosting business in the 2003 second quarter. In the 2004 third quarter, a large Dial IP contract expired. In October 2004, Sprint completed the sale of its wholesale Dial IP business for $34 million. These assets were classified as held for sale at September 30, 2004, and an associated pre-tax non-cash charge of $21 million was included in the 2004 third quarter impairment charge. Other Revenues Other revenues increased 84% in the 2004 third quarter and 31% in the 2004 year-to-date period from the same 2003 periods. The increase was primarily due to higher equipment sales and government services. Costs of Services and Products Costs of services and products include interconnection costs paid to local phone companies, other domestic service providers and foreign phone companies to complete calls made by Long distance's domestic customers, costs to operate and maintain our long-distance networks, and costs of equipment sales. These costs increased 2% in the 2004 third quarter compared to the same 2003 period, but were flat in the 2004 year-to-date period from the same 2003 period. The increase is primarily attributable to higher volumes. On a year-to-date basis, the increase was offset by renegotiated access rate agreements and initiatives to reduce access unit costs. Costs of services and products for Long distance were 60.0% of net operating revenues in the 2004 third quarter and 57.8% in the 2004 year-to-date period compared to 53.7% and 53.6% for the same periods a year ago. These increases reflect the competitive pricing environment of the long-distance business and an increasing mix of lower priced affiliate volumes. Selling, General and Administrative SG&A expenses decreased 20% in the 2004 third quarter and 13% in the 2004 year-to-date period from the same 2003 periods. The decline was due to restructuring efforts and general cost controls. SG&A expense was 23.3% of net operating revenues in the 2004 third quarter and 26.0% in the 2004 year-to-date period compared to 26.6% and 27.6% for the same periods a year ago. SG&A includes charges for estimated bad debt expense. The reserve for bad debts requires management's judgment and is based on customer specific indicators, as well as historical trending, industry norms, regulatory decisions and recognition of current market indicators about general economic conditions. Bad debt expense as a percentage of net revenues was 0.9% in the 2004 third quarter and 1.9% in the 2004 year-to-date period compared to 0.8% and 1.7% for the same 2003 periods. Reserve for bad debt as a percent of outstanding accounts receivable was 10.0% at the end of the 2004 third quarter and 11.0% at year-end 2003. Depreciation and Amortization Estimates and assumptions are used both in setting depreciable lives and testing for recoverability. Assumptions are based on internal studies of use, industry data on lives, recognition of technological advancements and understanding of business strategy. Depreciation expense decreased 9% in the 2004 third quarter and 11% in the year-to-date period from the same periods a year ago primarily driven by a decreased asset base due to the asset impairments associated with the wind-down of the Web Hosting business announced in the 2003 second quarter, as well as the extension of the depreciable life of certain high-capacity transmission equipment from eight years to twelve years due to slower anticipated evolution of technology and limited physical deterioration. This extension in life decreased the 2004 third quarter and year-to-date depreciation expense in Long distance by approximately $25 million and $74 million, respectively. As a result of the impairment of its property, plant and equipment in the 2004 third quarter, Long distance depreciation expense will decline beginning in the 2004 fourth quarter. The 2004 fourth quarter decline is expected to be approximately $190 million. Depreciation expense was 17.6% of net operating revenues in the 2004 third quarter and 17.2% in the 2004 year-to-date period compared to 17.8% and 17.9% for the same periods a year ago. Restructuring and Asset Impairment In the 2004 third quarter, Long distance recorded a total $3.54 billion asset impairment charge related to its property, plant and equipment. In the 2004 third quarter, Long distance recorded a $13 million restructuring charge representing severance costs associated with Sprint's Organizational Realignment and the wind-down of the Web Hosting business. Restructuring charges associated with these events totaled $106 million in the 2004 year-to-date period. In the 2003 third quarter, the FON Group recorded a pre-tax, non-cash charge of $1.2 billion related to the write-down in the fair value of its MMDS spectrum. Sprint's ongoing evaluation of business use for this asset resulted in a decision to end pursuit of a residential fixed wireless strategy. This decision required a revaluation of the fair value of the asset. In the 2003 second quarter, a $348 million charge was recorded in connection with Sprint's announcement of the wind-down of its Web Hosting business. The charge for asset impairments was $337 million. The remaining $11 million was accrued for employee terminations in connection with the wind-down of the Web Hosting business, as well as restructurings of other global markets division operations in the continuing effort to create a more efficient cost structure. In the 2003 third quarter, an additional $2 million charge was recorded related to employee terminations. -------------------------------------------------------------------------------- Nonoperating Items -------------------------------------------------------------------------------- Interest Expense Interest expense decreased $36 million in the 2004 third quarter and $124 million in the 2004 year-to-date period compared to the same periods a year ago. These decreases are primarily due to reductions in Sprint's outstanding debt. Sprint's effective interest rate on long-term debt was 6.9% in the 2004 third quarter compared to 7.0% in the 2003 third quarter. The lower effective interest rate is primarily due to fair value interest rate swaps on $1 billion of long-term debt that were entered into during the third quarter of 2003. At September 30, 2004, the average floating rate of interest on the swapped debt was 4.7%, while the average coupon on the underlying debt was 7.2%. Interest costs on short-term borrowings and interest costs on deferred compensation plans have been excluded so as not to distort the effective interest rate on long-term debt. Premium on Early Retirement of Debt In the third quarter of 2004, Sprint recorded a premium of $38 million due to early retirement of $516 million of its long-term senior notes. These notes had interest rates ranging from 6% to 6.9% and maturity dates ranging from 2007 to 2028. In May 2004, Sprint recorded a premium of $20 million due to early retirement of $750 million of senior notes related to the equity units. The notes had an interest rate of 6% and a maturity date of August 17, 2006. In March 2003, Sprint completed a tender offer to purchase $442 million principal amount of current senior notes before their scheduled maturity. The notes had an interest rate of 5.7% and a maturity date of November 15, 2003. A premium of $6 million was paid as part of the tender offer. Also in March 2003, Sprint completed a tender offer to purchase $635 million principal amount of its long-term senior notes before their scheduled maturity. The notes had an interest rate of 5.9% and a maturity date of May 1, 2004. A premium of $13 million was paid as part of the tender offer. Other Income (Expense), net Other income (expense), net consisted of the following: Quarters Ended Year-to-Date September 30, September 30, ----------------------------------- ---------------------------------- 2004 2003 2004 2003 --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- (millions) Dividend and interest income $ 19 $ 17 $ 36 $ 38 Equity in net losses of affiliates (8) (17) (30) (45) Amortization of debt costs (6) (11) (27) (26) Royalties 4 3 11 10 Litigation settlement - 17 - (33) Tracking stock recombination advisory fees - - (15) - Other, net 4 (5) 8 (22) --------------------------------------------- --- ------------- -- -------------- -- ------------- --- ------------- Total $ 13 $ 4 $ (17) $ (78) --- ------------- -- -------------- -- ------------- --- ------------- Equity in net losses of affiliates was driven by Sprint's investment in Virgin Mobile USA, in all periods presented. Amortization of debt costs includes the recognition of $3 million of deferred costs associated with the prepayment of $516 million in senior notes in the 2004 third quarter and $9 million of deferred debt costs associated with the prepayment of $750 million of equity unit notes in the 2004 second quarter. Royalties are payments made to Sprint by Call-Net equaling 2.5% of Call-Net gross revenues from telecommunication services. In the 2003 first quarter, Sprint recorded a $50 million charge to settle shareholder litigation. In the 2003 third quarter, Sprint recorded a $17 million credit from an insurance recovery related to this action. In the 2004 first quarter, Sprint recorded $15 million in advisory fees relating to the tracking stock recombination. Income Taxes See Note 13 of the Condensed Notes to Consolidated Financial Statements for information about the differences that caused the effective income tax rates to vary from the federal statutory rate for income taxes related to continuing operations. Discontinued Operation, Net In the 2002 third quarter, Sprint reached a definitive agreement to sell its directory publishing business to R.H. Donnelley for $2.23 billion in cash. The sale closed on January 3, 2003. The pretax gain recognized in the 2003 year-to-date period was $2.14 billion, $1.32 billion after-tax. In the 2003 third quarter, Sprint recognized a loss of $1 million primarily related to a state tax rate true-up. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, Sprint has presented the directory publishing business as a discontinued operation in the consolidated financial statements. Cumulative Effect of Change in Accounting Principle, Net In the 2003 first quarter, Sprint adopted SFAS No. 143, Accounting for Asset Retirement Obligations. Upon adoption of SFAS No. 143, Sprint recorded a reduction in Local's depreciation reserves to remove previously accrued costs of removal. Historically, Local accrued costs of removal in its depreciable rate, a practice consistent with regulatory requirements and others in the industry. These costs of removal do not meet the standard's definition of an asset retirement obligation liability. This one-time benefit of approximately $420 million resulted in a cumulative effect of change in accounting principle credit, net of tax, in the Consolidated Statements of Operations of $258 million. -------------------------------------------------------------------------------- Financial Condition -------------------------------------------------------------------------------- Sprint's consolidated assets of $39.8 billion reflect a decrease of $2.9 billion in the 2004 year-to-date period. Cash and equivalents increased $1.6 billion as cash provided by operations and proceeds from the equity unit forward purchase contract settlement exceeded capital expenditures, debt, and dividend payments. Accounts receivable, net, increased $331 million due to the higher wireless subscriber base. Net property, plant, and equipment decreased $4.7 billion due to the total $3.54 billion impairment of Sprint's Long distance property, plant and equipment as well as depreciation expense that exceeded capital expenditures by $1.0 billion for the 2004 year-to-date period. Investments in debt securities, included in both other current and other noncurrent assets, have declined by $116 million as proceeds from maturities and called securities have been reinvested in cash equivalents. -------------------------------------------------------------------------------- Liquidity and Capital Resources -------------------------------------------------------------------------------- Sprint's board of directors exercises discretion regarding the liquidity and capital resource needs of its business segments. This includes the ability to prioritize the use of capital and debt capacity, to determine cash management policies and to make decisions regarding the timing and amount of capital expenditures. Operating Activities Sprint's operating cash flows of $4.5 billion increased $166 million in the 2004 year-to-date period from the same 2003 period. This growth is driven by higher wireless revenues and various company-wide cost containment initiatives somewhat offset by declining wireline revenues and higher consolidated working capital requirements. Investing Activities Sprint's cash flows used by investing activities totaled $2.6 billion in the 2004 year-to-date period compared to $2.4 billion in the same 2003 period. Capital expenditures account for the majority of Sprint's investing activities. Wireless capital expenditures were incurred mainly to maintain and enhance network reliability and upgrade capabilities for providing new products and services. Local incurred capital expenditures to accommodate voice grade equivalent growth, expand capabilities for providing enhanced services, convert our network from circuit to packet switching, continue the build-out of high-speed DSL services, meet regulatory requirements, and replace network and support assets. Long distance capital expenditures were incurred mainly to maintain network reliability and upgrade capabilities for providing new products and services. The overall increase in capital expenditures in 2004 was driven by higher Wireless spending, somewhat offset by Local and Long distance spending reductions. Financing Activities Sprint's cash flows used by financing activities totaled $382 million in the 2004 year-to-date period and $2.7 billion in the same 2003 period. In 2004, financing activities include $1.8 billion of proceeds from the issuance of common stock mainly from the settlement of the equity unit forward purchase contracts. Financing activities also include a $1.7 billion reduction of debt in the 2004 year-to-date period compared with a reduction of $2.4 billion in the same 2003 period. The debt reduction in the 2004 year-to-date period was primarily due to the prepayment of senior notes and a portion of Sprint's equity unit notes, as well as payment of scheduled maturities on senior notes. The debt reduction in the 2003 year-to-date period was mainly due to the tender for the 2003 and 2004 senior notes and the prepayment of borrowings under the Long distance accounts receivable securitization facility. Sprint paid cash dividends of $485 million in the 2004 year-to-date period compared with $343 million in the same 2003 period. The dividend increase was due primarily to additional shares of FON common stock issued in the April 2004 tracking stock recombination. Capital Requirements Sprint's 2004 investing activities, mainly consisting of capital expenditures, are expected to total approximately $4.0 billion. These expenditures are primarily for increased network capacity and coverage. They also include investments for growth in demand for enterprise services, broadband initiatives including DSL and Evolution Data Optimized or EV-DO, which is the next version of CDMA technology enabling high-speed wireless data capabilities, and the phased transition from circuit to packet switching. Sprint continues to review capital expenditure requirements closely and will adjust spending and capital investment in concert with customer demand. Dividend payments are expected to approximate $670 million in 2004. Sprint expects overall cash from operations to be approximately $6.5 billion in 2004. Liquidity Prior to 2003, Sprint used the long-term bond market, as well as other financial markets, to fund its needs. As a result of its improved liquidity position, Sprint has not recently accessed the capital markets and does not currently expect to do so in 2004 to fund either capital expenditures or operating requirements. In June 2004, Sprint entered into a new revolving credit facility with a syndicate of banks. The $1.0 billion facility is unsecured, with no springing liens, and is structured as a 364-day credit line with a subsequent one-year, $1.0 billion term-out option. Sprint does not intend to draw against this facility. Sprint had letters of credit serving as a backup to various obligations of approximately $121 million as of September 30, 2004. Sprint has a Wireless accounts receivable asset securitization facility that provides Sprint with up to $500 million of additional liquidity. The facility, which expires in 2005, does not include any ratings triggers that would allow the lenders involved to terminate the facility in the event of a credit rating downgrade. The maximum amount of funding available is based on numerous factors and will fluctuate each month. Sprint has not drawn against the facility and more than $356 million was available as of September 30, 2004. Sprint has a Long distance accounts receivable asset securitization facility that provides Sprint with up to $700 million of additional liquidity. The facility, which expires in 2005, does not include any ratings triggers that would allow the lenders involved to terminate the facility in the event of a credit rating downgrade. The maximum amount of funding available is based on numerous factors and will fluctuate each month. In February 2003, Sprint prepaid all outstanding borrowings under this facility. As of September 30, 2004, Sprint had more than $406 million total funding available under the facility. The undrawn loan facilities described above would charge interest rates equal to LIBOR or Prime Rate plus a spread that varies depending on Sprint's credit ratings. Debt maturities, including capital lease obligations, total approximately $160 million for the remainder of 2004 and $1.3 billion for 2005. Sprint's $4.0 billion cash balance at September 30, 2004 and expected 2004 cash flow from operations more than fund these requirements. Any borrowings Sprint may incur are ultimately limited by certain debt covenants. At September 30, 2004, Sprint's most restrictive debt covenant would allow an additional $8.9 billion of debt. Sprint is currently in compliance with all debt covenants associated with its borrowings. Fitch Ratings currently rates Sprint's senior unsecured debt at BBB with a stable outlook. Standard and Poor's Corporate Ratings currently rates Sprint's long-term senior unsecured debt at BBB-. On October 8, 2004, Standard and Poor's placed Sprint's rating on CreditWatch with positive implications. Moody's Investor Service currently rates Sprint's long-term senior unsecured debt at Baa3 and on August 20, 2004 improved the outlook to positive from stable. Sprint's ability to fund its capital needs is ultimately impacted by the overall capacity and terms of the bank, term-debt and equity markets. Given the volatility in the markets, Sprint continues to monitor the markets closely and to take steps to maintain financial flexibility and a reasonable capital structure cost. Sprint currently plans to access the markets only for extension, replacement or renewal of current credit arrangements. Off-Balance Sheet Financing Sprint does not participate in, nor secure, financings for any unconsolidated, special purpose entities. -------------------------------------------------------------------------------- Financial Strategies -------------------------------------------------------------------------------- General Risk Management Policies Sprint selectively enters into interest rate swap agreements to manage its exposure to interest rate changes on its debt. Sprint also enters into forward contracts and options in foreign currencies to reduce the impact of changes in foreign exchange rates. Sprint seeks to minimize counterparty credit risk through stringent credit approval and review processes, the selection of only the most creditworthy counterparties, continual review and monitoring of all counterparties, and thorough legal review of contracts. Sprint also controls exposure to market risk by regularly monitoring changes in foreign exchange and interest rate positions under normal and stress conditions to ensure they do not exceed established limits. Sprint's derivative transactions are used principally for hedging purposes and comply with Board-approved policies. Senior management receives frequent status updates of all outstanding derivative positions. Interest Rate Risk Management Fair Value Hedges Sprint enters into interest rate swap agreements to manage exposure to interest rate movements and achieve an optimal mixture of floating and fixed-rate debt while minimizing liquidity risk. The interest rate swap agreements designated as fair value hedges effectively convert Sprint's fixed-rate debt to a floating rate by receiving fixed rate amounts in exchange for floating rate interest payments over the life of the agreement without an exchange of the underlying principal amount. During 2003, Sprint entered into interest rate swap agreements, which were designated as fair value hedges. Cash Flow Hedges Sprint enters into interest rate swap agreements designated as cash flow hedges to reduce the impact of interest rate movements on future interest expense by effectively converting a portion of its floating-rate debt to a fixed-rate. As of September 30, 2004, Sprint had no outstanding interest rate cash flow hedges. Other Derivatives In certain business transactions, Sprint is granted warrants to purchase the securities of other companies at fixed rates. These warrants are supplemental to the terms of the business transaction and are not designated as hedging instruments. During 2003, Sprint entered into variable prepaid forward contracts to monetize equity securities held as available for sale. The derivatives have been designated as cash flow hedges to reduce the variability in expected cash flows related to the forecasted sale of the underlying equity securities. Foreign Exchange Risk Management Sprint's foreign exchange risk management program focuses on reducing transaction exposure to optimize consolidated cash flow. Sprint's primary transaction exposure results from payments made to and received from overseas telecommunications companies for completing international calls made by Sprint's domestic customers and from the operation of its international subsidiaries. These international operations were immaterial to the consolidated financial position at September 30, 2004 or results of operations or cash flows for the quarter ended September 30, 2004. Sprint has not entered into any significant foreign currency forward and option contracts or other derivative instruments to reduce the effects of adverse fluctuations in foreign exchange rates. As a result, Sprint was not subject to material foreign exchange risk. PART I. Item 3 Item 3. Quantitative and Qualitative Disclosures about Market Risk The risk inherent in Sprint's market risk sensitive instruments and positions is the potential loss arising from adverse changes in those factors. Sprint is susceptible to certain risks related to changes in interest rates and foreign currency exchange rate fluctuations. Sprint does not purchase or hold any derivative financial instruments for trading purposes. Interest Rate Risk The communications industry is a capital intensive, technology driven business. Sprint is subject to interest rate risk primarily associated with its borrowings. Sprint selectively enters into interest rate swap agreements to manage its exposure to interest rate changes on its debt. Approximately 93% of Sprint's outstanding debt at September 30, 2004 is fixed-rate debt, excluding interest rate swaps. While changes in interest rates impact the fair value of this debt, there is no impact on earnings and cash flows because Sprint intends to hold these obligations to maturity unless market conditions are favorable. As of September 30, 2004, Sprint held fair value interest rate swaps with a notional value of $1 billion. These swaps were entered into as hedges of the fair value of a portion of our senior notes. These interest rate swaps have maturities ranging from 2008 to 2012. On a semiannual basis, Sprint pays a floating rate of interest equal to the six-month LIBOR, plus a fixed spread, which averaged 4.7% as of September 30, 2004, and received an average interest rate equal to the coupon rates stated on the underlying senior notes of 7.2%. Assuming a one percentage point increase in the prevailing forward yield curve, the fair value of the interest rate swaps and the underlying senior notes would change by $48 million. These interest rate swaps met all the requirements for perfect effectiveness under derivative accounting rules; therefore, there is no impact on earnings and cash flows for any fair value fluctuations. Sprint performs interest rate sensitivity analyses on its variable-rate debt including interest rate swaps. These analyses indicate that a one percentage point change in interest rates would have an annual pre-tax impact of $17 million on the Statements of Operations and Consolidated Statements of Cash Flows at September 30, 2004. While Sprint's variable-rate debt is subject to earnings and cash flows impacts as interest rates change, it is not subject to changes in fair values. Sprint also performs a sensitivity analysis on the fair market value of its outstanding debt. A 10% decrease in market interest rates would cause a $569 million increase in fair market value of its debt to $20 billion. Foreign Currency Risk Sprint also enters into forward and option contracts in foreign currencies to reduce the impact of changes in foreign exchange rates. Sprint uses foreign currency derivatives to hedge its foreign currency exposure related to settlement of international telecommunications access charges and the operation of international subsidiaries. The dollar equivalent of Sprint's net foreign currency payables from international settlements was $42 million and net foreign currency receivables from international operations was $23 million at September 30, 2004. The potential immediate pre-tax loss to Sprint that would result from a hypothetical 10% change in foreign currency exchange rates based on these positions would be approximately $3 million. PART I. Item 4 Item 4. Controls and Procedures In connection with the preparation of this Form 10-Q and as of September 30, 2004, under the supervision and with the participation of Sprint's management, including Sprint's Chief Executive Officer and Chief Financial Officer, Sprint carried out an evaluation of the effectiveness of the design and operation of Sprint's disclosure controls and procedures. Based on these discussions and the report of Sprint's internal auditors, the Chief Executive Officer and Chief Financial Officer each concluded that the design and operation of the disclosure controls and procedures were effective as of September 30, 2004 in providing reasonable assurance that information required to be disclosed in reports Sprint files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and in providing reasonable assurance that the information is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. No changes were made in Sprint's internal controls over financial reporting during the quarter ended September 30, 2004 that have materially affected, or are reasonably likely to materially affect, Sprint's internal controls over financial reporting. During a review of internal controls relating to its capital assets, Sprint identified, in the 2004 third quarter, a calculation error that had resulted, since 1999, in the overstatement of interest capitalized during the construction of its Wireless capital assets, with a corresponding understatement of interest expense. The error subsequently resulted in an overstatement of depreciation expense after the associated capital assets were placed in service. While Sprint believes the impacts of this calculation error are not material to any previously issued financial statement, Sprint determined that this calculation error was most appropriately corrected through restatement of previously issued financial statements. This overstatement of capitalized interest resulted from the application of interest capitalization rates to assets which were under construction, but had not yet required the payment of cash or the incurrence of an interest-bearing liability, and accordingly, were not incurring interest cost. SFAS No. 34, Capitalization of Interest Costs, requires that assets under construction be incurring interest cost through the payment of cash or incurrence of an interest-bearing liability in order to qualify for interest capitalization. Process changes have been instituted to appropriately exclude assets under construction which are not incurring interest cost from the capitalized interest calculation in the future. See Note 3 of the Condensed Notes to Consolidated Financial Statements for the impact of this restatement on previously issued financial statements. PART II. Other Information PART II. - Other Information Item 1. Legal Proceedings In 2003, a series of putative class action lawsuits were filed by shareholders against Sprint, certain current and former officers and directors, and its former auditor, Ernst & Young (EY). The lawsuits alleged that Sprint's financial statements were misleading as a result of failure to disclose personal tax strategies utilized by senior executives of Sprint and allegedly sponsored by EY, and that EY was not independent. The cases were consolidated into a single proceeding in the U.S. District Court for the District of Kansas, and in April 2004, the court dismissed those allegations on defendants' motion and dismissed EY with prejudice, but permitted plaintiffs to amend their complaint against other defendants. Plaintiffs filed an amended complaint alleging that Sprint's 2001 and 2002 proxy statements were misleading because they described new employment agreements entered into with senior executives without disclosing that the board allegedly was considering terminating those same executives. The lawsuit seeks to recover any decline in the value of FON common stock and PCS common stock during the class period. In September, 2004, the court denied defendants' motion to dismiss these new allegations, and the parties have stipulated that the case can proceed as a class action. All defendants have denied plaintiffs' allegations and intend to vigorously defend this matter. Various other suits, proceedings and claims, including purported class actions, typical for a business enterprise, are pending against Sprint. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with Sprint's beliefs, Sprint expects that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on the financial condition or results of operations of Sprint or its business segments. Item 2. Changes in Securities Sale of Unregistered Equity Securities In September 2004, Sprint issued to certain of its directors and current and former executive officers an aggregate of 5,440 unregistered restricted stock units relating to shares of FON common stock. These restricted stock units were the result of dividend equivalent rights attached to restricted stock units granted to these directors and officers in 2003. Each restricted stock unit represents the right to one share of FON common stock once the unit vests. The restricted stock units are scheduled to vest beginning in 2005 and ending in 2007. Delivery of the shares may be delayed under certain circumstances. Neither these restricted stock units nor the common stock issuable once the units vest were registered under the Securities Act of 1933. The issuance of the restricted stock units was exempt from registration under the Securities Act in reliance on the exemption provided by Section 4(2) of the Securities Act because the restricted stock units were issued in transactions not involving a public offering. Issuer Purchases of Equity Securities --- ---------------- --- ----------------- -- ------------- ----------------- Total Maximum Number Number of (or Approximate Shares Dollar Value) Purchased of Shares that as Part of May Yet Be Total Number Average Price Publicly Purchased Under of Shares Paid Announced the Plans or Period Purchased(1) Per Share(2),(3) Plans or Programs Programs --- ---------------- --- ----------------- -- ------------- ----------------- July 1 through July 31 FON common stock 5,206 $ 17.512 - - August 1 through August 31 FON common stock 2,471 $ 18.320 - - September 1 through September 30 FON common stock 1,198 $ 18.358 - -(1) All acquisitions of equity securities during the 2004 third quarter were the result of the operation of the terms of Sprint's shareholder approved equity compensation plans (the Management Incentive Stock Option Plan and the 1997 Long-Term Stock Incentive Program) and the terms of the equity grants pursuant to those plans, as follows: the forfeiture of restricted stock; the surrender of restricted stock to pay required minimum income, Medicare and FICA tax withholding on the vesting of restricted stock; and the delivery of previously owned shares owned by the grantee to pay additional income tax withholding on (i) the vesting of restricted stock, (ii) the delivery of shares underlying restricted stock units, and (iii) the exercise of options. Excludes shares used for the exercise price of options and required minimum tax withholding on the exercise of options and the delivery of shares underlying restricted stock units when only the net shares were issued. (2) Excludes the amount paid in the 2004 third quarter for fractional shares of FON common stock acquired in the 2004 second quarter recombination of the PCS common stock and FON common stock. Pursuant to Sprint's Articles of Incorporation, the cash value per share is determined by averaging the high and low reported sales price of the FON common stock on the fifth trading day before the date on which the payment is made. The payment is made when the certificates for PCS common stock are surrendered for exchange. In the 2004 third quarter, payment was made for an aggregate of 128.5 shares of FON common stock at an average price per share of $18.14. (3) Excludes forfeited restricted stock since the purchase price was zero. The purchase price of a share of stock used for tax withholding is the amount of withholding paid per share used for that purpose, which is the market price of the stock on the date of vesting of the restricted stock, the delivery date of the stock underlying restricted stock units, and the date of the exercise of the option. No options may be granted pursuant to the Management Incentive Stock Option Plan after April 18, 2005. No awards may be granted pursuant to the 1997 Long-Term Stock Incentive Program after April 15, 2007. Options, restricted stock awards and restricted stock unit awards outstanding on those dates may continue to be outstanding after those dates. Sprint cannot estimate how many shares will be acquired in the manner described in footnote (1) to the table above through operation of these plans. Item 3. Defaults Upon Senior Securities There were no reportable events during the quarter ended September 30, 2004. Item 4. Submission of Matters to a Vote of Security Holders There were no reportable events during the quarter ended September 30, 2004. Item 5. Other Information Ratios of Earnings to Fixed Charges Sprint's ratio of earnings to fixed charges were inadequate to cover fixed charges by $3.1 billion in the 2004 third quarter and $2.3 billion in the year-to-date period and were inadequate to cover fixed charges by $769 million and $609 million in the same 2003 periods. The ratio of earnings to fixed charges was computed by dividing fixed charges into the sum of earnings, after certain adjustments, and fixed charges. Earnings include income from continuing operations before income taxes plus net losses in equity method investees, less capitalized interest. Fixed charges include interest on all debt of continuing operations, including amortization of debt issuance costs, and the interest component of operating rents. Item 6. Exhibits (a) The following exhibits are filed as part of this report: (3) Articles of Incorporation and Bylaws: (a) Restated Articles of Incorporation, dated as of December 9, 2003 (filed as Exhibit 3(a) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). (b) Certificate of Designation, Preferences and Rights of Preferred Stock-Sixth Series, dated as of April 23, 2004 (filed as Exhibit 3(b) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). (c) Certificate of Elimination of Designations of Preferred Stock-Eighth Series, dated as of April 23, 2004 (filed as Exhibit 3(c) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). (d) Amended and Restated Bylaws (filed as Exhibit 3(d) to Sprint Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). (4) Instruments defining the Rights of Sprint's Security Holders: (a) The rights of Sprint's equity security holders are defined in the Fifth, Sixth, Seventh and Eighth Articles of Sprint's Articles of Incorporation. See Exhibits 3(a), 3(b) and 3(c). (b) Provision regarding Kansas Control Share Acquisition Act is in Article II, Section 5 of the Bylaws. Provisions regarding Stockholders' Meetings are set forth in Article III of the Bylaws. See Exhibit 3(d). (c) Second Amended and Restated Rights Agreement between Sprint Corporation and UMB Bank, n.a., as Rights Agent, dated as of March 16, 2004 and effective as of April 23, 2004 (filed as Exhibit 1 to Amendment No. 5 to Sprint Corporation's Registration Statement on Form 8-A relating to Sprint's Rights, filed April 12, 2004, and incorporated herein by reference). (10) Executive Compensation Plans and Arrangements (a) Form of 2004 Award Agreement (awarding stock options and restricted stock units) with Messrs. Forsee, Fuller and Lauer. (b) Form of 2004 Award Agreement (awarding stock options and restricted stock units) with other Executive Officers. (c) Form of 2004 Award Agreement (awarding restricted stock units) with Directors. (d) Management Incentive Plan, as amended (filed as Exhibit 10.1 to Sprint Corporation Current Report on Form 8-K dated October 11, 2004 and incorporated herein by reference). (e) Executive Deferred Compensation Plan, as amended, including summary of certain Amendments to the Executive Deferred Compensation Plan (filed as Exhibit 10.2 to Sprint Corporation Current Report on Form 8-K dated October 11, 2004 and incorporated herein by reference). (f) Directors' Deferred Fee Plan, as amended (filed as Exhibit 10.3 to Sprint Corporation Current Report on Form 8-K dated October 11, 2004 and incorporated herein by reference). (g) 1997 Long-Term Stock Incentive Program, as amended (filed as Exhibit 10.4 to Sprint Corporation Current Report on Form 8-K dated October 11, 2004 and incorporated herein by reference). (h) Employment Agreement between Sprint Corporation and one of its Executive Officers (Mr. Kelly). (12) Computation of Ratios of Earnings to Fixed Charges (31) (a) Certification of Chief Executive Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a). (b) Certification of Chief Financial Officer Pursuant to Securities Exchange Act of 1934 Rule 13a-14(a). (32) (a) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Sprint will furnish to the Securities and Exchange Commission, upon request, a copy of the instruments defining the rights of holders of long-term debt that does not exceed 10% of the total assets of Sprint. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPRINT CORPORATION (Registrant) By /s/ John P. Meyer ----------------------------------- John P. Meyer Senior Vice President -- Controller Principal Accounting Officer Dated: November 9, 2004