SPRINT Corp - FORM 8-K - EX-99.2

Attached files

file	filename
8-K - 8-K - SPRINT Corp	d424757d8k.htm
EX-99.1 - EX-99.1 - SPRINT Corp	d424757dex991.htm

Sprint / SoftBank

Investor Call

October 15, 2012

Exhibit 99.2

Cautionary Statement

This presentation includes “forward-looking statements” within the meaning of the securities laws.

The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” intend,” “expect,” “anticipate,”

“believe,” “target,” “plan,” “providing guidance,” and similar expressions are intended to identify

information that is not historical in nature. All statements that address operating performance,

events or developments that we expect or anticipate will occur in the future — including statements

relating to network performance, subscriber growth, and liquidity, and statements expressing

general views about future operating results — are forward-looking statements. Forward-looking

statements are estimates and projections reflecting management’s judgment based on currently

available information and involve a number of risks and uncertainties that could cause actual

results to differ materially from those suggested by the forward-looking statements. With respect to

these forward-looking statements, management has made assumptions regarding, among other

things, development and deployment of new technologies; efficiencies and cost savings of

multimode technologies; customer and network usage; customer growth and retention; service,

coverage and quality; availability of devices; the timing of various events and the economic

environment. Sprint Nextel believes these forward-looking statements are reasonable; however,

you should not place undue reliance on forward-looking statements, which are based on current

expectations and speak only as of the date when made. Sprint Nextel undertakes no obligation to

publicly update or revise any forward-looking statements, whether as a result of new information,

future events or otherwise, except as required by law. In addition, forward-looking statements are

subject to certain risks and uncertainties that could cause actual results to differ materially from our

company's historical experience and our present expectations or projections. Factors that might

cause such differences include, but are not limited to, those discussed in the company’s Annual

Report on Form 10-K for the year ended December 31, 2011 filed with the U.S. Securities and

Exchange Commission, which are incorporated herein by reference and when filed, Part II, Item

1A, “Risk Factors,” of our Form 10-Q for the quarter ended June 30, 2012. You should understand

that it is not possible to predict or identify all such factors. Consequently, you should not consider

any such list to be a complete set of all potential risks or uncertainties.

Soliciting Material Pursuant to14a-12

Cautionary Statement Regarding Forward Looking Statements

This document includes "forward-looking statements" within the meaning of the securities laws. The words "may," "could," "should," "estimate," "project," "forecast," intend," "expect," "anticipate," "believe,"

"target," "plan," "providing guidance" and similar expressions are intended to identify information that is not historical in nature.

This document contains forward-looking statements relating to the proposed transaction between Sprint Nextel Corporation ("Sprint") and SOFTBANK CORP. ("Softbank") and its group companies,

including Starburst II, Inc. ("Starburst II") pursuant to a merger agreement and bond purchase agreement. All statements, other than historical facts, including statements regarding the expected timing of the

closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of the transaction such as improved operations, enhanced

revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of Softbank or Sprint; and any assumptions underlying any of the foregoing, are forward-

looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be

regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ

materially from such plans, estimates or expectations include, among others, that (1) one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise, including

that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction or that the required approval by Sprint’s stockholders may not be obtained; (2) there may be a

material adverse change of Softbank or Sprint or the respective businesses of Softbank or Sprint may suffer as a result of uncertainty surrounding the transaction; (3) the transaction may involve unexpected

costs, liabilities or delays; (4) legal proceedings may be initiated related to the transaction; and (5) other risk factors as detailed from time to time in Sprint's and Starburst II's reports filed with the Securities and

Exchange Commission ("SEC"), including Sprint's Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and the proxy

statement/prospectus to be contained in Starburst II's Registration Statement on Form S-4, which are (or will be, when filed) available on the SEC's web site (www.sec.gov). There can be no assurance that the

merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized.

None of Sprint, Softbank or Starburst II undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect

the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed strategic combination, Starburst II plans to file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Sprint, and that also will

constitute a prospectus of Starburst II. Sprint will mail the proxy statement/prospectus to its stockholders. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT

BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus, as well as other filings containing information about Sprint, Softbank and Starburst II,

will be available, free of charge, from the SEC's web site (www.sec.gov). Sprint's SEC filings in connection with the transaction also may be obtained, free of charge, from Sprint's web site (www.sprint.com)

under the tab "About Us – Investors" and then under the heading "Documents and Filings – SEC Filings," or by directing a request to Sprint, 6200 Sprint Parkway, Overland Park, Kansas 66251, Attention:

Shareholder Relations or (913) 794-1091. Starburst II's SEC filings in connection with the transaction (when filed) also may be obtained, free of charge, by directing a request to Softbank, 1-9-1 Higashi-

Shimbashi, Minato-ku, Tokyo 105-7303, Japan; telephone: +81.3.6889.2290; e-mail: ir@softbank.co.jp.

Participants in the Merger Solicitation

The respective directors, executive officers and employees of Sprint, Softbank, Starburst II and other persons may be deemed to be participants in the solicitation of proxies in respect of the

transaction. Information regarding Sprint's directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2011. Other information regarding the interests of

such individuals as well as information regarding Softbank's and Starburst II's directors and executive officers will be available in the proxy statement/prospectus when it becomes available. These documents

can be obtained free of charge from the sources indicated above. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,

nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer

of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

*Non-GAAP Financial Measures

Sprint Nextel provides financial measures determined in accordance with accounting principles generally accepted in the United States (GAAP) and

adjusted GAAP (non-GAAP). The non-GAAP financial measures reflect industry conventions, or standard measures of liquidity, profitability or

performance commonly used by the investment community for comparability purposes. These measurements should be considered in addition to, but

not as a substitute for, financial information prepared in accordance with GAAP. We have defined below each of the non-GAAP measures we use, but

these measures may not be synonymous to similar measurement terms used by other companies.

Sprint Nextel provides reconciliations of these non-GAAP measures in its financial reporting. Because Sprint Nextel does not predict special items that

might occur in the future, and our forecasts are developed at a level of detail different than that used to prepare GAAP-based financial measures, Sprint

Nextel does not provide reconciliations to GAAP of its forward-looking financial measures.

The measures used in this release include the following:

OIBDA

operating

income/(loss)

before

depreciation

and

amortization.

Adjusted

OIBDA

excluding

severance,

exit

costs,

and

other

special

items. Adjusted OIBDA Margin

represents Adjusted OIBDA divided by non-equipment net operating revenues for Wireless and Adjusted OIBDA

divided by net operating revenues for Wireline. We believe that Adjusted OIBDA and Adjusted OIBDA Margin provide useful information to investors

because

they

are

indicator

the

strength

and

performance

our

ongoing

business

operations,

including

our

ability

fund

discretionary

spending

such as capital expenditures, spectrum acquisitions and other investments and our ability to incur and service debt. While depreciation and amortization

are considered operating costs under GAAP, these expenses primarily represent non-cash current period costs associated with the use of long-lived

tangible and definite-lived intangible assets. Adjusted OIBDA and Adjusted OIBDA Margin are calculations commonly used as a basis for investors,

analysts

and

credit

rating

agencies

evaluate

and

compare

the

periodic

and

future

operating

performance

and

value

companies

within

the

telecommunications industry.

Sprint CEO

Dan Hesse

Sprint Turnaround

Phases of the Sprint Turnaround

I. Recovery

II. Investment

III. Margin Expansion

2008 -

2011

2012 -

2013

2014+

•

Improve the Brand

•

Reverse subscriber

trends

•

Begin growing Revenue

•

Eliminate costs

•

Conserve Capital in

preparation for

investment phase

•

Build world-class network

platform

•

Eliminate duplicative

network cost structure

•

Focus on growth of core

Sprint Platform business

•

Expect strong margin

improvement from

Network Vision and

continued revenue

growth

Expected Transaction Benefits

•

Build shareholder value

Premium to current holders

Ownership in stronger, better capitalized Sprint

•

SoftBank expertise

Proven track record of challenging incumbent carriers

Leader in advanced technology

•

Financial strength and flexibility

Opportunities to invest, internally and externally,

to grow our business

•

Enables a stronger, more competitive #3 player in the

US market

Innovation and competition benefit US consumers

SoftBank CEO

Masayoshi Son

Cautionary Statement

This document includes “forward-looking statements” within the meaning of the securities laws. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” intend,” “expect,”

“anticipate,” “believe,” “target,” “plan,” “providing guidance” and similar expressions are intended to identify information that is not historical in nature. This document contains forward-

looking statements relating to the proposed transaction between Sprint Nextel Corporation (“Sprint”) and SOFTBANK CORP. (“SOFTBANK”) and its group companies, including

Starburst II, Inc. (“Starburst II”) pursuant to a merger agreement and bond purchase agreement. All statements, other than historical facts,including, but not limited to, statements

regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of

the transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of

SOFTBANK or Sprint; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and

expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or

expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans,

estimates or expectations include, among others, that (1) one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise, including that

a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction or that the required approval by Sprint stockholders may not be obtained;

(2) there may be a material adverse change of SOFTBANK or Sprint, or the respective businesses of SOFTBANK or Sprint may suffer as a result of uncertainty surrounding the

transaction; (3) the transaction may involve unexpected costs, liabilities or delays; (4) legal proceedings may be initiated related to the transaction; and (5) other risk factors as detailed

from time to time in Sprint’s and Starburst II’s reports filed with the Securities and Exchange Commission (“SEC”), including Sprint’s Annual Report on Form 10-K for the year ended

December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and the proxy statement/prospectus to be contained in Starburst II’s Registration

Statement on Form S-4, which are, (or will be, when filed) available on the SEC’s web site (www.sec.gov). There can be no assurance that the merger will be completed, or if it is

completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized. None of Sprint, SOFTBANK or Starburst II undertakes any

obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated

events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.Additional Information and Where to Find It

In connection with the proposed strategic combination, Starburst II plans to file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Sprint, and

that also will constitute a prospectus of Starburst II. Sprint will mail the proxy statement/prospectus to its stockholders. INVESTORS ARE URGED TO READ THE PROXY

STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus, as well as other

filings containing information about Sprint and Starburst II will be available, free of charge, from the SEC’s web site (www.sec.gov). Sprint’s SEC filings in connection with the

transaction also may be obtained, free of charge, from Sprint’s web site (www.sprint.com) under the tab “About Us – Investors” and then under the heading “Documents and Filings –

SEC Filings,” or by directing a request to Sprint, 6200 Sprint Parkway, Overland Park, Kansas 66251, Attention: Shareholder Relations or (913) 794-1091.Starburst II’s SEC filings in

connection with the transaction (when filed) also may be obtained, free of charge, by directing a request to SOFTBANK, 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan;

telephone: +81.3.6889.2290; e-mail: ir@softbank.co.jpParticipants in the Merger Solicitation

The respective directors, executive officers and employees of Sprint, SOFTBANK, Starburst II and other persons may be deemed to be participants in the solicitation of proxies in

respect of the transaction. Information regarding Sprint’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2011. Other

information regarding the interests of such individuals as well as information regarding SOFTBANK’s and Starburst II’s directors and executive officers will be available in the proxy

statement/prospectus when it becomes available. These documents can be obtained free of charge from the sources indicated above. This communication shall not constitute an

offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a

prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Soliciting Material Pursuant to14a-12

•

Cautionary Statement Regarding Forward Looking Statements

•

This

document

includes

“forward-looking

statements”

within

the

meaning

the

securities

laws.

The

words

“may,”

“could,”

“should,”

“estimate,”

“project,”

“forecast,”

intend,”

“expect,”

“anticipate,”

“believe,”

“target,”

“plan,”

“providing

guidance”

and

similar

expressions

are

intended

identify

information

that

not

historical in nature.

•

This

document

contains

forward-looking

statements

relating

the

proposed

transaction

between

Sprint

Nextel

Corporation

(“Sprint”)

and

SOFTBANK

CORP.

(“SoftBank”)

and

its

group

companies,

including

Starburst

II,

Inc.

(“Starburst

II”)

pursuant

merger

agreement

and

bond

purchase

agreement.

All

statements,

other

than

historical

facts,

including,

but

not

limited

to,

statements

regarding

the

expected

timing

the

closing

the

transaction;

the

ability

the

parties

complete

the

transaction

considering

the

various

closing

conditions;

the

expected

benefits

the

transaction

such

improved

operations,

enhanced

revenues

and

cash

flow,

growth

potential,

market

profile

and

financial

strength;

the

competitive

ability

and

position

Sprint;

and

any

assumptions

underlying

any

the

foregoing,

are

forward-looking

statements.

Such

statements

are

based

upon

current

plans,

estimates

and

expectations

that

are

subject

risks,

uncertainties

and

assumptions.

The

inclusion

such

statements

should

not

regarded

representation

that

such

plans,

estimates

expectations

will

achieved.

You

should

not

place

undue

reliance

such

statements.

Important

factors

that

could

cause

actual

results

differ

materially

from

such

plans,

estimates

expectations

include,

among

others,

that

(1)

one

closing

conditions

the

transaction

may

not

satisfied

waived,

timely

basis

otherwise,

including

that

governmental

entity

may

prohibit,

delay

refuse

grant

approval

for

the

consummation

the

transaction

that

the

required

approval

Sprint

stockholders

may

not

obtained;

(2)

there

may

material

adverse

change

SOFTBANK

Sprint,

the

respective

businesses

SoftBank

Sprint

may

suffer

result

uncertainty

surrounding

the

transaction;

(3)

the

transaction

may

involve

unexpected

costs,

liabilities

delays;

(4)

legal

proceedings

may

initiated

the

transaction;

and

(5)

other

risk

factors

detailed

from

time

Sprint’s

and

Starburst

II’s

reports

filed

with

the

Securities

and

Exchange

Commission

(“SEC”),

including

Sprint’s

Annual

Report

Form

10-K

for

the

year

ended

December

31,

2011

and

Quarterly

Report

Form

10-Q

for

the

quarter

ended

June

30,

2012,

and

the

proxy

statement/prospectus

contained

Starburst

II’s

Registration

Statement

Form

S-4,

which

are,

(or

will

be,

when

filed)

available

the

SEC’s

web

site

(www.sec.gov).

There

can

assurance

that

the

merger

will

completed,

that

will

within

the

anticipated

time

period

that

the

expected

benefits

the

merger

will

realized.

•

None of Sprint, SoftBank or Starburst II undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which

the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking

statements.

•

Additional Information and Where to Find It

•

In connection with the proposed strategic combination, Starburst II plans to file with the SEC a Registration Statement on Form S-4 that will include a proxy

statement of Sprint, and that also will constitute a prospectus of Starburst II. Sprint will mail the proxy statement/prospectus to its stockholders. INVESTORS ARE

URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.

The

proxy

statement/prospectus,

well

other

filings

containing

information

about

Sprint

and

Starburst

will

available,

free

charge,

from

the

SEC’s

web

site

(www.sec.gov).

Sprint’s

SEC

filings

connection

with

the transaction

also

may

obtained,

free

charge,

from

Sprint’s

web

site

(www.Sprint.com)

under

the

tab

“About

–

Investors”

and

then

under

the

heading

“Documents

and

Filings –

SEC Filings,”

or by directing a request to Sprint, 6200 Sprint Parkway,

Overland Park, Kansas 66251, Attention: Shareholder Relations or

(913) 794-1091. Starburst II’s SEC filings in connection with the transaction (when filed) also

may be obtained, free of charge, by directing a request to SoftBank, 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-7303, Japan; telephone: +81.3.6889.2290;

e-mail: ir@softbank.co.jp

•

Participants in the Merger Solicitation

•

The

respective

directors,

executive

officers

and

employees

Sprint,

SoftBank,

Starburst

and

other

persons

may

deemed

participants

the

solicitation

proxies

respect

the

transaction.

Information

regarding

Sprint’s

directors

and

executive

officers

available

its

Annual

Report

Form

10-K

for

the

year

ended

December

31,

2011.

Other

information

regarding

the

interests

such

individuals

well

information

regarding

SoftBank’s

and

Starburst

II’s

directors

and

executive

officers

will

available

the

proxy

statement/prospectus

when

becomes

available.

These

documents

can

obtained

free

charge

from

the

sources

indicated

above.

This

communication

shall

not

constitute

offer

sell

the

solicitation

offer

sell

the

solicitation

offer

buy

any

securities,

nor

shall

there

any

sale

securities

any

jurisdiction

which

such

offer,

solicitation

sale

would

unlawful

prior

registration

qualification

under

the

securities

laws

any

such

jurisdiction.

offer

securities

shall

made

except

means

prospectus

meeting

the

requirements

Section

the Securities Act of 1933, as amended.

*Non-GAAP Financial Measures

•

Sprint Nextel provides financial measures determined in accordance with accounting principles generally accepted in the

United States (GAAP) and adjusted GAAP (non-GAAP). The non-GAAP financial measures reflect industry conventions,

or standard measures of liquidity, profitability or performance commonly used by the investment community for

comparability purposes. These measurements should be considered in addition to, but not as a substitute for, financial

information prepared in accordance with GAAP. We have defined below each of the non-GAAP measures we use, but

these measures may not be synonymous to similar measurement terms used by other companies.

•

Sprint Nextel provides reconciliations of these non-GAAP measures in its financial reporting. Because Sprint Nextel does

not predict special items that might occur in the future, and our forecasts are developed at a level of detail different than

that used to prepare GAAP-based financial measures, Sprint Nextel does not provide reconciliations to GAAP of its

forward-looking financial measures.

•

The measures used in this presentation include the following:

•

OIBDA is operating income/(loss) before depreciation and amortization. Adjusted OIBDA is OIBDA excluding severance,

exit costs, and other special items. Adjusted OIBDA Margin represents Adjusted OIBDA divided by non-equipment net

operating revenues for Wireless and Adjusted OIBDA divided by net operating revenues for Wireline. We believe that

Adjusted OIBDA and Adjusted OIBDA Margin provide useful information to investors because they are an indicator of the

strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as

capital expenditures, spectrum acquisitions and other investments and our ability to incur and service debt. While

depreciation and amortization are considered operating costs under GAAP, these expenses primarily represent non-cash

current period costs associated with the use of long-lived tangible and definite-lived intangible assets. Adjusted OIBDA

and Adjusted OIBDA Margin are calculations commonly used as a basis for investors, analysts and credit rating agencies

to evaluate and compare the periodic and future operating performance and value of companies within the

telecommunications industry.

•

This presentation may contain certain “non-GAAP” financial measures. SOFTBANK CORP. (“SoftBank”) uses certain non-

GAAP performance measures and ratios in managing its business. Non-GAAP financial information should be viewed in

addition to, and not as an alternative for, the reported operating results or cash flow from operations or any other measures of

performance prepared in accordance with generally accepted accounting principles in Japan. In addition, the presentation of

these measures may not be comparable to similarly titled measures other companies may use.

SOFTBANK Consolidated Revenue

FY2011

FY1981

$80bn

SOFTBANK

data

includes

WILLCOM

and

EMOBILE

data.

SOFTBANK

WILLCOM's

sponsor

connection

with

WILLCOM's

rehabilitation

under

Japan's

Corporate

Rehabilitation

Act,

and

holds

100%

economic

interest

WILLCOM.

eAccess

Ltd.,

provider

the

EMOBILE

service,

the

subject

proposed

exchange

transaction

with

SOFTBANK,

whereby

eAccess

Ltd.

tentatively

scheduled

become

wholly-owned

subsidiary

SOFTBANK

February

2013,

subject

certain

shareholder

and

regulatory

approvals

and

procedures.

* ProForma

SOFTBANK Consolidated EBITDA

$18bn

FY1981

FY2011

SOFTBANK

data

includes

WILLCOM

and

EMOBILE

data.

SOFTBANK

WILLCOM's

sponsor

connection

with

WILLCOM's

rehabilitation

under

Japan's

Corporate

Rehabilitation

Act,

and

holds

100%

economic

interest

WILLCOM.

eAccess

Ltd.,

provider

the

EMOBILE

service,

the

subject

proposed

exchange

transaction

with

SOFTBANK,

whereby

eAccess

Ltd.

tentatively

scheduled

become

wholly-owned

subsidiary of SOFTBANK in February 2013, subject to certain shareholder and regulatory approvals and procedures.

*Non GAAP. Refer to disclaimer.

SOFTBANK EBIT

$2.5bn

KDDI

Disrupted

Duopoly

$1.2bn

SOFTBANK

(FY)

NTT DOCOMO

$3.4bn

(USD bn)

2005

’06

’07

’08

’09

’10

’11

’12

*Created by SOFTBANK CORP. based on respective companies’ publicly available information.

960 Mobile Internet Companies

Mobile Internet Platform

US Mobile Market

Compelling Market Opportunity

Large market with rapid smartphone growth

High ARPU, mainly postpaid

Slow network speeds

Duopolistic market

Complementary Partners

•

Strong Brand

•

Shared Vision

•

Smartphone and LTE Strategy

•

Strong US Management

Sprint Turnaround Began in 2008

Phases of the Sprint Turnaround

I. Recovery

•

II. Investment

•

III. Margin Expansion

•

2008 -

2011

2012 -

2013

2014+

Improve the brand

Reverse subscriber

trends

Begin growing revenue

Eliminate costs

Conserve capital in

preparation for

investment phase

Build world-class network

platform

Eliminate duplicative

network cost structure

Focus on growth of core

Sprint Platform business

Expect strong margin

improvement from

Network Vision and

continued revenue

growth

SoftBank’s Contribution (Capital)

Strengthen Balance Sheet

Strategic Investment

Network Enhancement

New Capital: $8bn

* Expected uses for New Capital

SoftBank’s Contribution (Strategy)

Group Synergy

Smartphone Strategy

LTE Strategy

Proven Track Record of

Turnarounds

(FY)

*Source: Created based on Sprint’s publicly available information

*Non GAAP. Refer to disclaimer.

Accelerated Growth

with SoftBank

2011Q2

’11Q3

’11Q4

’12Q1

’12Q2

($)

1.31bn

1.40bn

0.84bn

1.21bn

1.45bn

Sprint Adjusted OIBDA

(FY2005 to FY2011)

(FY2011)

100

120

Subscribers(millions)

Mobile EBITDA

Margin

FY2005:

EBITDA

Margin:

April

2005

March

2006.

Subscribers

March

31,

2006.

FY2011: EBITDA Margin: April 2011 -March, 2012. Subscribers as of September 30, 2012.

SOFTBANK includes WILLCOM and EMOBILE.

*Non GAAP. Refer to disclaimer.

FY2011:

EBITDA

Margin:

April

2011

March,

2012.

Subscribers

June

30,

2012.

Source : Japan: Created by SOFTBANKCORP. based on data from Bloomberg and TCA.

US:

Respective

companies’

publicly

available

information

Wireless

Intelligence.

*Non GAAP. Refer to disclaimer.

Mobile EBITDA

Margin

Mobile EBITDA Margin

10%

20%

30%

40%

50%

10%

20%

30%

40%

50%

$5.5bn

(USD bn)

1.0

(FY)

Turnaround

Mobile EBIT (Operating Income)

Full Loan

Repayment

$1.7bn

FY2007

Original Repayment Plan

FY2008

FY2009

FY2010

FY2011

FY2012

FY2013

FY2014

FY2015

FY2016

FY2017

FY2018

FY2006

Repayment

Ahead of

Schedule

Vodafone K.K. Acquisition Financing

Balance of SBM loan only

SoftBank

+ Sprint*

China

Mobile

Verizon

AT&T

Vodafone

NTT

DOCOMO

KDDI

*Revenue from January to June 30, 2012

Created by SOFTBANK CORP. based on

respective

companies’

publicly

available

information.

$43bn

$27bn

$31bn

$18bn

Sprint

$32bn

$37bn

$25bn

Deutsche

Telekom

Mobile Revenue

SOFTBANK data includes WILLCOM and EMOBILE data. SOFTBANK is WILLCOM's sponsor in connection with WILLCOM's rehabilitation under Japan's Corporate Rehabilitation Act, and holds a

100% economic interest in WILLCOM. eAccess Ltd., provider of the EMOBILE service, is the subject of a proposed share exchange transaction with SOFTBANK, whereby eAccess Ltd. is tentatively

scheduled to become a wholly-owned subsidiary of SOFTBANK in February 2013, subject to certain shareholder and regulatory approvals and procedures.

*Pro forma

SOFTBANK

Group

Subscribers

Verizon

AT&T

T-Mobile

33m

NTT DOCOMO

61m

36m

SoftBank

+ Sprint*

96m

105m

111m

*Subscribers as of

June 30, 2012 US;

September 30, 2012 Japan

*Source:

Created

SOFTBANK

CORP.

based

data

from

Wireless

Intelligence,

TCA

and

respective

companies’

publicly

available

information.

SOFTBANK

data

includes

WILLCOM

and

EMOBILE

data.

SOFTBANK

WILLCOM's

sponsor

connection

with

WILLCOM's

rehabilitation

under

Japan's

Corporate

Rehabilitation

Act,

and

holds

100%

economic

interest

WILLCOM.

eAccess

Ltd.,

provider

the

EMOBILE

service,

the

subject

proposed

exchange

transaction

with

SOFTBANK,

whereby

eAccess

Ltd.

tentatively

scheduled

become

wholly-owned

subsidiary

SOFTBANK

February

2013,

subject

certain

shareholder

and

regulatory

approvals

and

procedures.

*Pro forma

Summary

SoftBank is the Global No.3 Mobile Operator

Compelling U.S. Market Opportunity

Complementary Smartphone and LTE Strategies

Enhanced Sprint Financial Strength and Competitiveness

SoftBank's Proven Turnaround & Debt Repayment

Track

Record

Attractive Value to Both Companies’

Shareholders

Sprint CFO

Joe Euteneuer

Legacy Sprint Shareholders

SoftBank Ownership

New Sprint

($8 billion cash infusion)

30%

ownership

70%

ownership

•

55% of Sprint shares receive $7.30 cash / share ($12.14 billion)

•

45% of Sprint shares convert into 30% of the newly capitalized New Sprint

(with $8 billion cash infusion)

Attractive Shareholder Return

Expected Financial Benefits

•

Attractive consideration to Sprint shareholders

$7.30 represents significant premium to unaffected share price

•

Oct. 10 Spot:

45%

•

30 day

(1)

39%

•

60 day

(1)

42%

•

90 day

(1)

54%

•

Strengthens Sprint’s Balance Sheet

The first investment by SoftBank, a $3.1 billion Sprint convertible

bond, is expected to occur following this announcement

$8 billion total cash contribution enhances liquidity

•

Capital investment improves financial and operational

flexibility

(1) Based on volume-weighted average closing prices

Transaction Overview

Currently

3.0B Sprint

outstanding

SoftBank

invests $3.1

billion in

convertible

debt @

$5.25/share

†

SoftBank

invests $4.9

billion in

newly issued

shares @

$5.25/share

†

O/S*

3.0B

4.6B

3.6B

70% SoftBank

(3.2B shares)

30% existing

Sprint

shareholders

(1.4B shares)

Step 2a

Step 1

Post-close

ownership

$8B cash infusion into

Sprint

SoftBank

4.6B

Step2b

$12.1B cash

to Sprint

shareholders

Sprint shareholders

Shortly after signing

At close

* Fully diluted pro forma shares outstanding; † Converts into equity immediately prior to closing of Steps 2a and 2b

†† In addition, SoftBank receives five-year warrant to purchase 54.6M shares in newly recapitalized Sprint at $5.25 per share for total additional consideration of $287M

Capital Structure –

as of June 30, 2012

Actual

Illustrative Pro forma

upon close*

Net Debt / Adjusted OIBDA* 2.95

LTM Adj. OIBDA (3Q11-2Q12) $4.9B

Net Debt / Adjusted OIBDA* 1.32

LTM Adj. OIBDA (3Q11-2Q12) $4.9B

$14.8

$21.3

$6.5

$5.0

$10.0

$15.0

$20.0

$25.0

Cash**

Total Debt

Net Debt

$6.8

$21.3

$14.5

$5.0

$10.0

$15.0

$20.0

$25.0

Cash**

Total Debt

Net Debt

*Non-GAAP measure. Assumes no debt holder exercises change of control offer clause; **Cash, cash equivalents & short-term investments

Conclusion

•

Build shareholder value

Premium to current holders

Ownership in stronger, better capitalized Sprint

•

SoftBank expertise

Proven track record of challenging incumbent carriers

Leader in advanced technology

•

Financial strength and flexibility

Opportunities to invest, internally and externally,

to grow our business

•

Enables a stronger, more competitive #3 player in the

US market

Innovation and competition benefit US consumers

Q&A

Appendix

Share Calculation

@ Announcement

@ Closing

5-Year Warrants

Sprint @

Step 1

Common

Step 2a

(1)

Purchase to

Step 2b

55mm

Step 2c

(2)

($ in billions, shares in millions)

market

Conversion

Sprint

issuance

Sprint

$12.14bn Secondary

Sprint

Warrants

Sprint

Existing common shares

3,004

(1,663)

1,341

Common shares issued to Softbank

933

Purchase outstanding Sprint shares

1,663

Total common shares

3,004

933

3,938

Dilution

(3)

Conversion shares / Warrants

590

645

Fully-diluted shares

3,042

590

3,633

933

4,567

4,576

4,631

Softbank beneficial shares

590

1,524

3,187

3,241

Softbank beneficial ownership %

16.3%

33.4%

69.6%

70.0%

Cumulative

Cumulative investment

$3.1

$8.0

$20.1

$20.4

Price

$5.25

$7.30

$5.25

590

933

1,663

(1) Per share amount under Step 2a is implied based on contemplated amount of total equity contribution.

(2) Per share amount under Step 2c is implied based on warrant exercisable for shares of Parent (Sprint post-merger).

(3) Dilution based on treasury stock method. At market assumes $5.04 10/10/2012 unaffected close, Steps 1 and 2a assume $5.25 price, and Steps 2b and 2c assume $7.30 price.

Non-GAAP Reconciliation

NON-GAAP RECONCILIATION - NET LOSS TO ADJUSTED OIBDA* (Unaudited)

(Millions, USD)

Quarter To Date

6/30/12

3/31/12

12/31/11

9/30/11

6/30/11

Net Loss

(1,374)

(863)

(1,303)

(301)

(847)

Income Tax Expense

(26)

(37)

(106)

(12)

(99)

Loss before Income Taxes

(1,348)

(826)

(1,197)

(289)

(748)

Equity in losses of unconsolidated investments and other, net

398

273

472

261

588

Interest Expense

321

298

287

236

239

Operating (Loss) Income

(629)

(255)

(438)

208

Depreciation and amortization

1,896

1,666

1,174

1,194

1,235

OIBDA*

1,267

1,411

736

1,402

1,314

Severance and Lease Exit Costs

184

Gains from asset dispositions and exchanges

(29)

Asset impairments and abandonments

Spectrum hosting contract termination, net

(170)

Access Costs

(17)

Adjusted OIBDA*

1,451

1,213

842

1,402

1,314

Attached files

Stock widget

Investing forum

SPRINT Corp Reports