Sprint Nextel 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 2006
SPRINT NEXTEL CORPORATION
(Exact name of Registrant as specified in its charter)
Registrants telephone number, including area code (703) 433-4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 8.01 Other Events.
On May 17, 2006, Sprint Nextel Corporation (the Company) completed the spin-off of its local communications business, now known as Embarq Corporation, which consisted primarily of the business that the Company had previously reported as the Local segment in its consolidated financial statements in prior periods. The Company distributed to its shareholders about 149 million shares of Embarq common stock and received net cash consideration and proceeds from the sale of Embarq senior notes totaling about $6.3 billion. As permitted by Statement of Financial Accounting Standards, or SFAS, No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the results of operations, balance sheets and cash flows of this business in the Form 10-Q for the quarterly period ended June 30, 2006 were presented as discontinued operations for all periods presented.
The rules of the Securities and Exchange Commission (the SEC) require that when a registrant prepares, on or after the date a registrant reports a discontinued operation, a new registration, proxy or information statement (or amends a previously filed registration, proxy or information statement) that includes or incorporates by reference financial statements, the registrant must recast the prior period annual and relevant interim financial statements included or incorporated by reference in the registration, proxy or information statement to reflect the discontinued operation. Accordingly, we are filing this Form 8-K to recast our consolidated financial statements for each of the three years in the period ended December 31, 2005 and the three months ended March 31, 2006 and 2005, to reflect the presentation of our local communications business as discontinued operations. The updates do not represent a restatement of previously issued financial statements. The following recast information is presented in Exhibits 99.1, 99.2 and 99.3 to this Form 8K and incorporated herein by reference:
Exhibit 99.1 does not reflect events occurring after the filing of the original Form 10-K for the year ended December 31, 2005, as amended (the Form 10-K), Exhibit 99.2 does not reflect events occurring after the filing of the original Form 10-Q for the quarterly period ended March 31, 2006 (the First Quarter Form 10-Q), and none of the Exhibits modify or update the disclosures in the Form 10-K and the First Quarter Form 10-Q, other than as required to reflect the changes in discontinued operations described above and set forth below. For example, this Form 8-K does not update the disclosures contained in Managements Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K or First Quarter Form 10-Q, other than as required to reflect the presentation of our local communications business as discontinued operations. Significant developments with respect to those disclosures, including trends relating to subscribers and average revenue per subscriber, as well as other changes to our business, have occurred and are described in subsequent filings with the SEC, including our Form 10-Q for the quarterly period ended June 30, 2006 and Current Reports on Form 8-K filed subsequently to the Form 10-K and the First Quarter Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed with this report:
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 hereunto duly authorized.