forthe - psc.state.ms.us

7his Erg/ísh trimslation ofthe financidæport was ¡»eparedfi»·>yfèrencepwyx>ses adv and is qudgied in its etnirety by the original.kyxmase version. Thefinancialinformation c<>wainedin this report is derivedfiomour imaudited c<»zsolidated financialstatemetusappearing in item 2 ofthisrqx>rt

SOFTBANK CORP.CONSOLIDATED FINANCIAL REPORT

For the six-month period ended September30, 2012

Tokyo, October 31, 2012

1. FINANCIALHIGHLIGHTS

(I) Resultsof Operations (Perœntagesaresixxvnasyear-on-yearchanges)(Millionsof yen;amountslessthanone millionyenareomitted.)

Net sales Operatingincome Ordinaryincome Net income

Amount % Amount % Amount % Amount %Six-month period ended ¥1,586,109 3.3 ¥402,762 7.9 ¥363,010 15.4 ¥169,432 (22.0)September 30,2012Six-monthperiodended ¥1,535,647 4.8 ¥373,223 18.3 ¥314,485 23.9 ¥217,252 182.7September30.2011

Note:ComprehensiveincomeSix-monthperiodendedSeptember30.2012: ¥183,052million (6.8)%Six-monthperiodendedSeptember30,2011: ¥196.326million 132.7%

Net income Net incomepershare-- basic pershare -diluted

(yen) (yen)Six-monthperiod ended ¥154.23 ¥!51.13September 30,2012Six-monthperiodended ¥198.15 ¥192.28September30,2011

(2) FinancialCondition

(Millionsof yen;amounts lessthanone millionyen att omitted.)

Totalassets Totalequity Equityratio (%)

As of Septemher 30,2012 ¥5.038,I17 ¥ 1,520,78 1 20.0

As of March3 I, 2012 ¥4,899,705 ¥1,435,640 19.1

Note:Shareholders°cquityAsofSeptember30.20I2: ¥1,006.631millionAs of March3 I,2012: ¥936,693million

2. Dividends

Dividendspershare(Recorddate) First quader Second quarter Thirdquarter Fourthquarter Total

(yen) (yen) (yen) (yen) (yen)

Fiscalyearended- 0.00 - 40.00 40.00

- 20.00 40.00

Note

Revisionof forecastsonthedividends:No

**MPSC Electronic Copy ** 2012-UA-403 Filed on 11/26/2012 **

3. Fomcastson theconsolidated operatitm usults ihr the fiscal year ending in March 20I3 (April I, 2012- Mawh 31,2013)

For the fiscalyear ending March 31, 20\3, the SOFTBANKGroup will continueto focuson network expansion and customer

acquisitionin the MobileCommunicationssegment Although thiswill incmasethe SOFIT3ANKGmup's expenses, the customer

base isexpected to continue to expand steadily. As a result, the Group is forecastinga year-on-yearincreasein both net sales and

opemting income.andexpectsopemting incometo exceed¥700 billion.

* Notes

(1) Significantchanges in scope of consolidation (Changesin scopeof consolidationof specified subsidiaries): No

(2) Applicationof specialaccountingmethodsforpæparationfortheconsolidatedfinancialstatements: No

(3) Changes inaccounting policies,accountingestimates and otmspectiverestatementsintheconsolidated financialstatements[1] Changesdue torevisionsinaccounting standants: No[2] Changesotherthanthosein [l): No[3] Changesinaccountingestimates: No(4) Retrospectiveæstatements: No

(4) Numberofshams issued(Commonstock)(1) Number ofshamsissued(includingtoasury stock):

Asof September30, 2012: LI I4.398.214sharesAsofMarch31,2012: LIG7.'728,781shares

(2) Numberoftreasury stock:Asof September30.2012: 9.183,708shaæsAs of March31,2012: 9113,962shares

(3) Weightedaveragenumberof commonstockAsof September30,2012: 1,098.553.765sbartsAs of September30,201i: 1,096.420,607shares

* Implementationstatus of quarterlyreview procedures

This quarterlyconsolidatedfinancialoport is not subjectto quarterlyleview poceduos basedon FinancialInstmmentsand ExchangeAct and thereviewproceduresforthe quarterlyconsolidated íinancialstatementswerebeingconducted when this leport was disclosed.

* Noteto forecastson theconsolidated operatingresults andotheritems

The forecast11gun:sare estimatedbasedon the infomiationwhich SOFTBANKCORP. isable toobtain at the pn:sentpointandassumptionswhicharedeemed to be reasonable. However,actual results may be differentdue to various factors. Please refer to page 18 "1. QualitativeInformationRegardingSix-monthPeriodResults(3) QualitativeInfonnationReganiingConsolidatedEamingsFoocasts" fordetailsof notes to preconditionandusage foribrecasts.

On October3L 2012 SOFTBANKCORE willbokian camingsitsults brietingfor financialinstitutioniinstitutionalinvestors,and the media Thisbrietingwill be bmadcastliveon our Website inboth .htpanesc and English(httpAvww.sollbank.co\¢ervilinfot).Thepresentationmaterialusedinthis bricting will also be posted on SOFrBANK COIUts Web site around 7 p.m. on the day of the announcement:(http.Jwww.softhank.co.jpovirintollibouvipresentationt)


SOFTBANK CORP.CONSOUDATED FINANCIAL REPORTFor the six-month period ended September 30, 2012

(Appendix)

Contents

I. QualitativeInformation Regarding Six-month Period Results p. 2(1) QualitativeInformation Regarding Consolidated Results of Operations p. 2

1. Consolidated Results of Operations p. 22. Results by Business Segment p, 5

(Reference 1: Principal Operational Data) p.10(Reference 2: Defmition and Calculation Method ofARPU, etc., in the Mobile p.12Communications Business)(Reference 3: Capital Expenditure and Depreciation) p.13

(2) QualitativeInformation Regarding Consolidated Financial Position p.141. Assets. Liabilities, and Equity p.142. Cash Flows p.17

(Reference: Major Financing Activities) p.18(3) QualitativeInformation Regarding Consolidated Earnings Forecasts p.18

2. Consolidated Financial Statements p.19(1) Consolidated ßalance Sheets p.19(2) Consolidated Statements of income and Consolidated Statements of Comprehensive p.2 i

iacome(3) Consolidated Statements of Cash Flows p.25(4) Significant Doubt About Going Concem Assumption p.27(5) Notes

p.27(6) Segment Information p.29(7) Significant Changes in Shareholders' Equity p.29(8) Significant Subsequent Events p.30


SOFTHANK CORP.CONSOLIDATED FINANCIAL REPORTFor the si month period ¢nded September 30, 2012

1. QualitativeInformation Regarding Six-month Period Results(1) QualitativeInformation Regarding Consolidated Results of Operations

1. Consolidated Results of Operations

< Overview of results for the interim period from April I, 2012 to September 30, 2012>

For the six-month period ended September 30, 20\2 (hereafter "the interim period"), the SOFTBANK Group

(hereafter "the Group") achieved consolidated net sales of ¥1,586,109 million, a ¥50,462 million (3.3%) increase

compared with the same period of the previous fiscal year (April 1, 2011 to September 30, 2011, hereafter "year on

year"), with a ¥29,539 million (7.9%) increase in operating income to ¥402,762 million. Ordinaiy income grew

¥48,525 million (15.4%) to ¥363,010 million. Net income declined ¥47,820 million (22.0%) to ¥169,432 million.Note:

Definition of temis: as used in this consolidated financial report for the six-month period from April I, 2012 to September 30, 20l2.references to "the Company," "the Group," and "the SOFTBANK Group" are to SOFTßANK CORP. and its consolidated subsidiariesexcept as the context otherwise requires or indicates.

The main factors affecting earnings for the interim period were as follows:

(a) Net Sales

Net sales totaled ¥1,586,109 million, for a ¥50,462 million (3.3%) year-on-year increase. This was mainly due to

increased telecom service revenue, primarily from steady growth in the number of mobile phone subscribers.

(b) Cost of Sales

Cost of sales increased ¥41,503 million (6.2%) year on year to ¥712,470 million. This was primarily due to an

increase in depreciation and amortization in the Mobile Communications segment, mainly due to the installation

of additional base stations.

(c) Selling, General, and Administrative Expenses

Selling, general, and administrative expenses declined by ¥20,579 million (4.2%) year on year to ¥470,877 million.

This was mainly because of a decrease in the total amount of sales commissions' in the Mobile Communications

segment, resulting from an increase in the proportion of units sold having a lower acquisition cost per subscriber

among total units sold.

(d) Operating Income

As a result, operating income totaled ¥402,762 million, for a ¥29,539 million (7.9%) year-on-year increase. The

operating margin rose 1.1 percentage points year on year to 25.4%.

Salescommission paid to sales agents per new subscription and upgrade.**MPSC Electronic Copy ** 2012-UA-403 Filed on 11/26/2012 **

x i ruum LUKY LUNSULIDATED FINANCIAL REINJRTFor the six-monthperiod ended September 30. 20f2

(e) Non-operating Income / Expenses

Non-operating income totaled ¥6,591 million, a ¥177 million (2.6%) year-on-year decrease. Non-operating

expenses were ¥46,343 million, a ¥19,163 million (29.3%) year-on-year decrease. This primarily reflected a

decrease in interest expense of ¥22,909 million as SOFTBANK MOBlLE Corp. paid off its SBM loan2 in October

2011. Moreover, in the same period of the previous fiscal year, the Group had recorded refinancing related

expenses of ¥12,695 million for refinancing part of the SBM loan. Meanwhile, the Group recorded equity in

losses of affiliated companies of ¥18,163 million, mainly due to a write-down of goodwill that arose when

acquiring the shares of InMobi Pte. Ltd.

(f) Ordinary Income

Ordinary income therefore totaled ¥363,010 million, for a ¥48,525 million (15.4%) year-on-year increase.

(g) Special Income

Special income totaled ¥7,351 million, for a ¥95,379 million year-on-year decrease. This was mainly because of

decreases in gain on sale of investment securities and dilution gain from changes in equity interest. In the same

period of the previous fiscal year, gain on sale of investment securities of ¥83,527 million was recorded, mainly

due to the delivery of shares of U.S. company Yahoo! Inc. to CITIBANK, N.A. In addition, a dilution gain from

changes in equity interest of ¥17,158 million was recorded, mainly in relation to the Company's equity method

affiliate Renren Inc.'s listing on the New York Stock Exchange.

(h) Special Loss

Special loss was ¥11,696 million, for a ¥2.54] million year-on-year increase. A valuation loss on investment

securities of ¥8,521 million was recorded, mainly associated with a drop in the stock price of Zynga Inc., in whichthe Group holds shares.

(i) Income Taxes

Provisions for current income taxes were ¥140,155 million and provisions for deferred income taxes were ¥15,662

million. Total income taxesdecreased ¥2,881 million year on year to ¥155,817 million.

(j) Minority Interests in Net Income

Minority interests in net income totaled ¥33,415 million, mainly related to net income recorded at Yahoo Japan

Corporation.

(k) Net Income

As a result of the above, net income totaled ¥169,432 million, for a ¥47,820 million (22.0%) year-on-year

decrease.

The loan procured in November 2006 under a whole business securitization scheme as part of the loan for procurement of the acquisition financefor Vodafone KK (currently SOFTBANK MOBILE Corp.). The loanwas fully repaid in October 2011.


For the six-month period ended September 30, 20\2

(I) Comprehensive Income

Comprehensive income totaled ¥183,052 million, for a ¥13,273 million (6.8%) year-on-year decrease. Of this,

comprehensive income attributable to owners of the parent was ¥150,743 million, for a ¥15,630 million (9.4%)year-on-year decrease, and comprehensive income attributable to minority interests was ¥32,309 million, for a

¥2,356 million (7.9%) year-on-year increase.


For the six-month period ended September 30, 20\2

2. Results by Business SegmentNote:Principal operational data are shown on pages 10-11 "(Retërence I: Principal Operational Data)."

(a) Mobile Communications

(Millions of yen)

Six-month Period Six-month PeriodEnded Ended Change Change%

September 30, 2011 September 30, 2012

Net sales 1,020,937 1,048,445 27,508 2.7%

Operating income 250,086 266,384 16,297 6.5¾

- 1,512,200 net subscriber additions' for the interim period- ARPU' for the second quarter' was ¥4,070, a ¥230 year-on-year* decrease.

Data ARPU amounted to ¥2,580, a V60year-on-year increase.

< Revenue Recognition >

In the Mobile Communications segment, net sales are mainly genemted through telecom service revenue and sales

of mobile handsets. The telecom services consist of voice and data services and are recognized as revenue when

services are provided to customers, based upon basic flat-rate monthly charges plus usage of trafTic in accordance

with price plans subjected to discounts.

Sales of mobile handsets are recognized when merchandise is shipped to sales agents. The agents sell the

mobile handsets to the customers, mainly by installment payments over a period of 24 months. SOFTBANK

MOBILE Corp. purchases the installment sales receivables from the agents and collects the installment sales

receivables during the 24 months.

Activation fees from new customers are recognized as revenue when services are activated.

< Overview of Operations >

The segment's net sales increased by ¥27,508 million (2.7%) year on year to ¥1,048,445 million. The main

factor behind the increase was increased telecom service revenue resulting from steady growth in the number of

mobile phone subscribers. Sales of mobile handsets declined due to an increase in the proportion of handsets

shipped' having lower unit prices, despite an overall increase in handsets shipped.

The segment's operating expenses increased ¥11,211 million (1.5%) year on year to ¥782,061 million. The

principal cause of this increase was higher depreciation and amortization recorded, mostly relating to the

installation of additional base stations. Meanwhile, the segment saw a decline in sales commissions in line with

The number of net subscriber additions includes prepaid mobile phones and communication module service subscribers.Net communication module service subscriber additions for the interim period totaled317,000.

4For dennition and calculation method ofARPU, refer to page 12 "(Reference 2: Definition and Calculation Method of ARPU. etc., in the MobileCommunicati<ms Business) "The three month period ended September 30, 2012 (from July I to September 30, 2012)

6Compared to the three month period ended September 30, 2011 (from July I to September 30, 201 I)

7Handsets shipped: the number of handsets shipped (sold) to agents


zum util Local lit 500 i BANK LUKl' CUNNULIDATED FINANCIAL REPORTFor the six-month period ended September 30. 2012

an increased proportion of units sold that have lower acquisition cost per subscriber among total units sold.

Operating income increased by ¥16,297 million (6.5%) year on year to ¥266.384 million.

< Number of Mobile Phone Subscribers >

Net subscriber additions (new subscribers minus cancellations) for the interim period totaled 1,512,200. This

was primarily the result of steady sales of smartphones such as iPhone" and Android'" handsets, as well as

strong sales of iPad,"and Mimamori Phone (handset with security buzzer). As a result, the cumulative number of

subscribers'° at the end of the interim period stood at 30,461,200, raising SOFTBANK MOBlLE Corp.'s

cumulative subscriber share by 1.4 percentage points year on year, to 23.9%."

< Number of Mobile Handsets Shipped and Units Sold >

Handsets shipped for the interim period increased by 102,000 year on year to 4,990,000. The number of units

sold (total number of new subscriptions and handset upgrades) for the interim period increased by 369,000 year on

year to 5,584,000. Of units sold, new subscriptions increased by 194,000 year on year to 3,382,000, whífe

handset upgrades increased by 175,000 year on year to 2,202,000.

The increases in handsets shipped and units sold were mainly due to steady shipments and sales of smartphones,

iPad, Mimamori Phone, and mobile data communications devices, while conventional mobile units sold decreased.

In smartphones, iPhone 5, which was launched in September 2012, performed strongly in terms of handset

shipments and sales.

<ARPU>

ARPU for the second quarter (based on cumulative subscribers including communication modules) decreased

¥230 year on year to ¥4,070. Out of this, voice ARPU declined¥290 year on year to ¥1,490 and data ARPU rose

¥60 year on year to ¥2,580.

The decline in voice ARPU mainly reflects dilution due to an increase in devices that do not have voice

communication functionality (such as iPad and mobile data communications devices) and a decrease in revenues

from incoming calls,12 which was the result of a reduction in interconnection charges between operators. On the

other hand, the increase in data ARPU was mainly the result of the continuing increase in the number of high data

ARPU smartphone subscribers, although the increase in subscribers to low data usage products such as Mimamori

Phone has also had a dilution effect on data ARPU.

8iPhone and iPad are trademarks of Apple Inc. The iPhone trademark is used under license from Aiphone K.K.

9Android is a trademark or a registered trademark of Google Inc,

10 The cumulative number of subscribers includes prepaid mobile phones and communication module service subscribers. The cumulative numberofeommunication module service subscribers at the end of the interim period was 2,367,000.

I 1Calculated by the Company based on Telecommunications Carriers Association statistical data.Calculated from the numbers of subscribers of NTT DOCOMO, INC., KDDI CORPORATION. and SOFTBANK MOBILE Corp.

(2laterconnection charges received from other operators for voice calls from their customers on their network to SoftBank mobile phones as acharge for the services provided in the SOFTBANK MOBILE Corp. service area.


eMWM kJt]A,LA..JAA111\ 3UrinikNAt..t/KY,LUN3ULIUAlhUtlNANL.IALKtPUKlFor the six-month period ended September 30. 20\2

< Churn Rate and Upgrade Rate >

The churn rate" for the second quarter was 1.06%, which was 0.03 of a percentage point lower year on year.

The upgrade rate" for the second quarter was L42%, which was 0.1I of a percentage point higher year on year.

This was mainly because of an increase in the number of upgrades to ¡Phone 5.

< Average Acquisition and Upgrade Cost per Subscriber>

The average acquisition cost per subscriber" for the second quarter declined ¥7,800 year on year to ¥23,000.

This was mainly due to the growth in the proportion of units sold to new subscribers for which the acquisition cost

per subscriber is lower among total sales to new subscribers.

The average upgrade cost per subscriber" for the second quarter decreased ¥2,200 year on year to ¥26,400.

13For definition and calculation of the churn and upgrade rates, see page 12 "(Reference 2: Definition and Calculation Method of ARPU, etc., in theMobile Communications Business)

14The average commission paid to sales agents per new subscription. New subscriptions include prepaid mobile phones and communicationmodules.

15The average commission paid to sales agents per handsetupgrade. Upgradesinclude communication modules.


x 4,wux xxa RJr i DruNA t.A./ftrA U:NMJt.lUA i L:U tiiWiM liiL Ktt'UK IFor the six-month period ended September 34 2012

(b) Broadband Infrastructure

(Miilions of yen)

Six-month Period Six-month PeriodEnded Ended Change Change %

September 30, 201 I September 30, 2012Net sales 87,261 82,354 (4.906) (5.6%)

Operating income 19,658 19,536 (121) (0.6%)

<Overview of Operations>

The segment's net sales decreased by ¥4,906 million (5.6%) year on year to ¥82,354 million. This was mainly

because an increase in the share of sales accounted for by ½2hool BB hikari with FLET'S,"' which has a relatively

lower ARPU On the other hand, the cumulative number of Yahoo! ßß subscribers (total of the cumulative

number of' Pahoo! Bß ADSL subscribers and the cumulative number of Yahoo! ßB hikari with FLET'S

subscribers") at the end of the interim period increased year on year.

Operating income decreased by ¥I21 million (0.6%)year on year to ¥19,536 million. Although there was a

decrease in operating expenses such as sales commissions this did not offset the decrease in revenue.

The cumulative number of Yahoo! BB subscribers at the end of the interim period totaled 4,227,000 for an

increase of 18,000 from March 31, 2012. Out of this, the cumulative number of Yahoo! BB ADSL subscribers

stood at 2,364,000, a decrease of237,000 from March 31, 2012, and the cumulative number of Yahoo! BB hikari

with FLET Ssubscribers totaled 1,863,000, an increase of 255,000 from March 31, 2012.

(c) Fixed-line Telecommunications

(Millions of yen)



Net sales 178,075 191,978 13,903 7.8%

Operating income 27,287 34,640 7,352 26.9%


The segment's net sales increased by ¥13,903 million (7.8%) year on year to ¥191,978 million. This was mainly

due to recording sales related to projects for installing telecommunications signal transfer stations and an increase

in provision of telecommunication lines to Group companies such as SOFTBANK MOBILE Corp.

Operating income increased by ¥7,352 million (26.9%) to ¥34,640 million. This was due to the increasein net

sales, combined with a decrease in lease payments for OTOKU Line equipment and a decrease in interconnection

charges paid to other operators at SOFTBANK TELECOM Corp.. following a reduction in interconnection

16A broadband connection service that combines the Internet connection service Yahoo?ßB and the FLET S HIKARI tiber-opticconnectionprovided by NIPPON TELEGRAPH AND TELEPHONEEASTCORPORATTON ("NTT East") and NIPPON TELEGRAPH ANDTELEPHONE WEST CORPORATION ("NTT West"). FLET Sand FLET S/HKARIare registered trademarksof NTT East and NTT West.

17Average Revenue Per User

18Number of users for which connection construction for FLET'S HIKARI line at central oñice of NTT East or NTT West is complete and who areprovided with services.

ii**MPSC Electronic Copy ** 2012-UA-403 Filed on 11/26/2012 **

L/1 LA..JOA111\ 3UI IIMNAt0K.t'Lt]NM.)l,iUÄltUPINANLIAI,KtlAJKI

For the six-month period ended September 30, 2012

charges between operators.

(d) Internet Culture

(Millions of yen)



Net sales 141,472 152,438 10,965 7.8%

Operating income 75,168 80 878 5.710 7.6%


The segment's net sales increased by ¥10,965 million (7.8%) year on year to ¥152,438 million. Overall revenue

growth was driven by revenue from listing advertising,"' supported by a large increase in revenue fromsponsored-search advertising " and revenue from interest-match advertising. " Revenue from both

sponsored-search advertising and interest-match advertising via smartphones increased significantly. There was

also a large increase in revenue from display advertising," including growth in advertisements on Prime Display.

Revenues from information listingservices such as job vacancy information and real estate also rose substantially.

Growth in information listing services such as data center and game-related services also contributed to higher

overall sales.

Operating income increased by ¥5,710 million (7.6%) year on year to ¥80,878 million. This was primarily the

result of an increase in net sales, as well as efforts to reduce costs such as advertising expenses and business

outsourcing expenses,

19 Text-based advertisements charged on a cost-per-click basis.20 Advertisements shown on search results, etc. of Yahoo! JAPAN and major affiliated sites using a mechanism in which advertisements highly

relevant to the key word used in search are shown.2 I A mechanism that enables advertisers to show advertisements related to products and services in which a user might be interested, based on the

content the user is viewingor the user's interests (as derived fromthe user s previous interactions or search keywords)22 Graphical, Flash and video advertising that appears next to content on the Internet. Prime Display advertising is a formof display advertising

shown on pages other than Yahoo! JAPAN's top page.


For the six-month period ended September 30, 20l2

(Reference 1: Principal Operational Data)

(a) Mobile Communications

Fiscal Ye: r EndingFiscal Year Ended March 31. 2012March - 1, 2013

91 02 Q3 04 Fulf Year QI Q2(Thousands)

Net additions2' 730.0 759.7 936.9 Lil3.7 3,5403 753] 759.1

(Postpaid) 697.5 744.8 943.5 1,1310 15168 772.1 77th(Prepaid)

n32.5 14.9 (6.6) (17.3) 23.5 (19-0) (IIS)

Market share"

Market share"among 3 0perators í%) 49.1 46.2 42.4 45.8 45.6 47.5 479

(Thousands)Cumulative

subscribers" 26,138.7 26,898.4 27,835.3 28,949.0 29,702.1 30A611Market sham

?!ERBß pperators ) 21.6 21.8 -

Market shareamong 3 operators (%) 22.2 22.5 22.9 23.3 23.6 239

(Thousands)Number of

handsets shipped" 2.493 2,395 3,770 3.025 11,682 2,359 2/i31(Thousands)Enitssold 2.550 18>$ ....A?87 3A)0 IMPI M§§ 1997

(Newsubscriptions) 1.564 1,624 1,848 2,127 7,I63 1,663 1,718(Handset upgrades) 987 1,040 1,938 1,173 5.138 923 1,279

(Yen per month)ARPU" 4,210 4,310 4,230 3,890 4,150 4,020 4970

(Voice)" 1,780 1,780 1.700 1,350 1,650 1,480 14)0(Data) 2,440 2,520 2,530 2,530 2,510 2,540 2,58)

(Yen)Averageacquisitioncost

persubscriber" 36,200 30,800 25,700 29,400 30,30() 26,500 23,0Œ)(Yen)

Average upgmde costpersubscriber" 29,000 28,600 25,800 26,300 27,100 27,000 26,4Œl(%per month)

(Postpaid) 1.03 1.02 1.04 1.10 1.05 0.96 1.00(%per month)Upgrade rate" 1.28 1.31 2.36 1.38 1.59 1.05 IA2

23Fncludes the number of prepaid mobile phones and communication module service subscribers.

24Calculated by the Company based on Telecommunications Carriers Association statistical data.4 operators: NTT DOCOMO. INC., KODI CORPORATION, eAccess Ltd. and SOFTBANK MOBILE Corp3 operators: NTT DOCOMO,INC.. KDDI CORPORATION, and SOFTBANK MOBILE Corp.From December 2011, net additions and cumulative subscribers ofeAccess Ltd- are no longerdisclosed to the Telecommunications CarriersAssociation. Therefore, from the third quarter ofthe fiscal year ended March 2012, the market share among 4 operators has not been calculated.

25Handsets shipped: the number of handsets shipped (sold) to agents

26Units soid: the total number of new subscriptions and handset upgrades

77~

For definition and calculation method ofARPU, refer to page 12 "(Reference 2: Definition and Calculation Method of ARPU, etc., in the MobileCommunications Business)."

28Calculated including basic monthly charge.

39The average commission paid to sales agents per new subscription. New subscriptions include prepaid mobile phones and commtmicationmodules.

30The average commission paid to sales agents per handset upgrade. Upgrades melude communication modules.

For delinition and calculation of the churn and upgrade rates, see page 12 "(Reference 2: Definition and Calculation Method of ARPU, etc.. in theMobile Communications Business) "


WE¾ a..Jt..11 tJL..J(.XI II\ NUt i MANA t.UKr.UUNNUDI.JA l hU PINANLIAL KtPUK l


(Reference)

Fiscal Year Ended March 3L 2012 Fiscal Vear EndingMarch 31, 2013

Ql Q2 Q3 Q4 Full Year QI Q2(Yen per month)

ARPU"(excluding

communicationnyodule 4,430 4,g50 4.490 4,140 4,400 Q()0 970

(Voice " 1,880 1,900 1,820 L450 1,760 1,590 1,610(Data) 2.550 2,660 2,670 2,690 2,640 2,710 2,760

(b) Broadband Infrastructure

Yahoo!ßB

Fiscal Year Ended March 3L 2012 Fiscal Year Ending. March 31, 2013

Ql Q2 Q3 Q4 Full Year Ql Q2(Thousands)

Yahoo!ßß cumulativesubscribers"' 4,118 4,145 4,175 4,209 4,238 4,227

Yahoo!ßB ADSL(Thousands)Cumulativesubscribers 3,009 2,873 2,737 2,600 2,467 2,364

(Ven per month)

ARPU" 3.710 3.650 3,580 3,510 3,450 3,390(% per month)

Churn rate 2.56 2.43 2.35 2.44 2.45 2.60 2.12

}hhoo! ßß hikari with FT.ET'S(Thousands)Cumulative

subscribers** 1,109 L272 1,437 1,608 1,771 1,863(Yen per month)

ARPU" 1,620 1,660 1,670 1,680 L670 1,710

(c) Fixed-line TelecommunicationsOTOKU Line

Fiscal Year EndingFiscal Year Ended March 31, 2012March 31, 2013

Ql Q2 Q3 Q4 Full Year Ql Q2(Thousands)Cumulative

lines 1,669 1,679 I,678 1,685 !,684 1,692(Yen per month)

ARPU" 6,650 6,570 6,550 6,790 6,530 6,390

33Total of the cumulative numberof Yahoo! ßß ADSLsubscribers and the cumulative number of Vahooi ßß hiAari wah FLET Ssubscribers,

33Average Revenue Per User: average revenue per contract (rounded to the nearest ¥10)

34Number of users for which connection construction for FT,ET S fl/KARI line at central officeof NTT East or NTT West is complete and who areprovided with services.


Efi L)UI LI.JCII II\ SOF IRANK L.URI'.CONSULII)ATI D FINANCIAL REPORTFor the six-month period ended September 30. 2012

(Reference 1: Definition and Calculation Method of ARPU, etc., in the Mobile Communications Business)

1. Definition and calculation method of ARPU

ARPU (Average Revenue Per User per month) (rounded to the nearest ¥IO)

ARPU = (voice-related revenue ÷ data-related revenue) / number of active subscribers

= voice ARPU ÷ data ARPU

ARPU (excluding communication modules) = (voice-related revenue ÷ data-related revenue - communication

modules-related revenue) / number of active subscribers (excluding communication modules)

Voice ARPU = voice-related revenue (such as voice call charges, revenues from incoming calls, basic monthly charges)

/ number of active subscribers

Data ARPU = data-related revenue (such as packet communication charges) / number of active subscribers

Number of active subscribers: the total of the monthly numbers of active subscribers for the relevant period

((subscribers at the beginning of the month ÷ subscribers at the end of the month)/2).

The number of active subscribers is based on SOFTBANK MOßlLE Corp s

cumulative subscribers including prepaid mobile phones. communication modules,

and devices that do not have voice communication functionalities.

Number of active subscribers used in the calculation of ARPU (excluding

communication modules) excludes communication modules.

Revenues from incoming calls: interconnection charges received from other operators for voice calls from their

customers on their network to SoftBank mobile phones as a charge for the services

provided in the SOFTBANK MOBILE Corp. service area.

2. Definition and calculation method of churn rate

Churn rate = churn! number of active subscribers (rounded to the nearest 0.01%)

Churn = total number of subscribers that churned during the relevant period


((subscribers at the beginning of the month + subscribers at the end of the month)/2).

The number of active subscribers is based on SOFTBANK MOBILE Corp.'s

cumulative subscribers including prepaid mobile phones, commtmication modules,

and devices thal do not have voice communication functionalities.

3. Definition and calculation method of upgrade rate

Upgrade rate in Mobile Communications = number of upgrades i number of active subscribers (rounded to the nearest

0.01%)

Number of upgrades = total number of upgrades during the relevant period


((subscribers at the beginning of the month + subscribers at the end of the month)/2).

The number of active subscribers is based on SOFTBANK MOBILE Corp s

cumulative subscribers including prepaid mobile phones, communication modules,

and devices that do not have voice communication functionalities.


WNEW k.ALAi LA...F(Al lik NUP lilANik LUKY.LinNNULiuA I tit) i INANLIAI K.ht'UKi

For the six-month period ended September 30. 2012

(Reference 3: Capital Expenditure and Depreciation)

(a) Capital Expenditure (acceptance basis)iMillions of yen)

Fiscal Year EndingFiscal Year Ended March 31, 2012

March 31, 2013

QI Q2 Q3 Q4 Full Year Ql Q2

MobileCommunications 84,076 98,399 93,675 146,613 422,766 82,464 134,003

BroadbandInfrastructure 5,739 3,861 4,638 12.523 26,762 2,671 4,819

Fixed-lineTelecommunications 6,320 8,281 10,654 14.621 39,877 8,236 8,280

Internet Culture 3,349 4,609 3,743 4.218 15,921 4,942 3,194

Others 1,710 5,338 2.041 1,958 11,047 94,970 1,942

Consolidated total 101,196 120,490 114,753 179,935 516,375 193,286 152,240

(b) Depreciation and Amortization (excluding amortization of goodwill)(Millions of yerd

Fiscal Year EndingFiscal Year Ended March 31, 2012

March 31, 2013

Ql Q2 03 Q4 Full Year QI Q2Mobile

Communications 46,202 48,691 49,266 59,295 203,455 58,467 62.267Broadband

Infrastructure 3,540 3,4$2 3,507 3,894 14,395 3,441 3,475Fixed-line

Telecommunications 9,188 9,684 9,957 10,969 39,800 9,749 9,777

Internet Culture 2,291 2,395 2,703 2,896 10,288 2,636 3.134

Others 1,521 1,592 2,350 2,421 7,886 2,185 2,349

Consolidated total 62,744 65,816 67,785 79,478 275,825 76,480 81,004


For the six-monthperiod ended September 30, 2012

(2) QualitativeInformation Regarding Consolidated Financial PositionI. Assets, Liabilities, and Equity

Assets, liabilities, and equity at the end of the interim period were as follows:

(Millions of yen)

As of March 31, 2012 As of September30, 2012 Change Change%

Total assets 4,899,705 5,038,117 138,412 2.8%

Total liabilities 3,464,065 3,517,335 53,270 1.5%

Total equity 1,435.640 1,520,781 85,141 5.9%

(a) Current Assets

Current assets at the end of the interim period totaled ¥1,931,718 million, for a ¥21,266 million (!.1%) increase

from March 31, 2012, (hereafter "the previous fiscal year-end"). The primary components of the change were as

follows:

Cash and deposits increased by ¥80,547 million from the previous fiscal year-end.

- Notes and accounts receivable-trade decreased by ¥60,063 million from the previous fiscal year-end. This

decrease was mainly the result of continued sales of installment sales receivables at SOFTBANK MOBILE

Corp.

(b) Fixed Assets

Fixed assets totaled ¥3,101,251 million at the end of the interim period, for a ¥117,698 million (3.9%) increase

from the previous fiscal year-end. The primary components of the change were as follows:

Property and equipment increased ¥161,791 million from the previous fiscal year-end. The main increases

were ¥50,714 million in land, ¥39,855 million in buildings and structures, and ¥36,142 million in

telecommunications equipment. The increases in land and buildings and structures were due primarily to

recording the lease asset relating to the Yahoo! JAPAN Dome (hereatter, "the Yahoo! Dome") on the

consolidated balance sheet for the first quarter (the three-month period from April 1, 2012 to June 30, 2012).

In accordance with transitional measures, after the revision of the accounting standard for leases effective from

April I, 2008, the lease contract relating to the Yahoo! Dome continued to be accounted for as an operating lease

transaction, while being classified as a finance lease that did not transfer ownership of the leased property to the

lessee. Fukuoka SOFTBANK HAWKS Marketing Corp. (hereafter "HAWKS Marketing") entered into a

purchase contract in March 2012 to acquire a trust beneficiary interest in the Yahoo! Dome in July 2015. As a

result, the lease contract was reclassiiled as a finance lease that is deemed to transfer ownership of the leased

asset to the lessee and recorded as a lease asset on the consolidated balance sheet. Although HAWKS

Marketing entered into this contract in March 2012, since HAWKS Marketing's tiscal year ends in February its

financial statements are reflected in the consolidated financial statements with a one-month lag. Therefore, this

is reflected in the consolidated financial statements for the interim period. Meanwhile, the increase in

telecommunications equipment was primarily due to new acquisitions of equipment such as base stations in

order to strengthen the communications network in the Mobile Communications segment.

- Total intangible assets increased ¥1,488 million from the previous fiscal year-end. This was mainly because


JUI LU<t11A SUETBANK LIJKP.UUNSULHJAll O FINANCIAL REPUKIFor the six-month period ended September 30, 2012

software increased by ¥39,361 million as a result of new acquisitions of telecommunications equipment. On

the other hand, goodwill decreased by ¥29,374 million resulting from regular amortization of the goodwill

recorded when the Company acquired SOFTBANK MOBILE Corp., SOFTBANK TELECOM Corp.. and

others,

· Investments and other assets decreased by ¥45,581 million from the previous fiscal year-end. This was mainly

due to a ¥46,568 million decrease in investment securities, the primary components of which were a decrease of¥51,207 million as a result of Alibaba Group Holding Limited, the Company's equity method affiliate, acquiring

the shares of Alibaba.com Limited, a subsidiary of Alibaba Group Holding Limited, through a takeover bid in

June 2012 and privatizing it (please refer to page 29 "(7) Significant Changes in Shareholders' Equity under 2

Consolidated Financial Statements" for details) and a decrease of ¥20,908 million, mainly associated with the

drop in the stock price of Zynga Inc. Yahoo Japan Corporation's acquisition of 42.6% of the shares (voting

rights at the time of acquisition) of ASKUL Corporation at ¥33,038 million is also reflected.

(c) Current Liabilities

Current liabilities at the end of the interim period totaled ¥1,807,866 million, for a ¥115,858 million (6.0%)

decrease from the previous fiscal year-end. The primaty components of the change were as follows:

Accounts payable - other and accrued expenses decreased by ¥243,834 million from the previous fiscal

year-end. This was mainly the result of the payment of an accounts payable - other of ¥200,000 million to the

Vodafone Group in April 2012 by the Company, as well as the payment of unpaid sales commissions to sales

agents from the year-end shopping season of the previous fiscal year by SOFTBANK MOBILE Corp.

Short-term borrowings increased ¥49,972 million from the previous fiscal year-end.

The current portion of corporate bonds increased by ¥45,564 million from the previous fiscal year-end. This

was mainly due to reclassifications from long-term liabilities in the amounts of ¥25,000 million for the 31"

Unsecured Straight Corporate Bond and ¥130,000 million for the 33" Unsecured Straight Corporate Bond.

Meanwhile, redemptions of corporate bonds in the amounts of ¥30,000 million for the 286 Unsecured Straight

Corporate Bond and ¥65,000 mitlion for the 29* Unsecured Straight Corporate Bond are also reflected.

(d) Long-term Liabilities

Long-term liabilities totaled¥1,709,468 million at the end of the interim period, for a ¥169,129 million (11.0%)

increase from the previous fiscal year-end. The primary components of the change were as follows:

- Lease obligations increased by ¥140,794 million from the previous fiscal year-end. This was mainly due to the

reclassification of the lease contract concluded by HAWKS Marketing related to the Yahoo! Dome from finance

leases that do not transfer ownership of the leased property to the lessee to finance leases that are deemed to

transfer ownership of the leased property to the lessee (please refer to (b) Fixed Assets on page 14_for details).

Another factor was an increase in new acquisitions of telecommunications equipment through lease transactions.· Long-term debt increased ¥68,573 million from the previous fiscal year-end.

· Corporate bonds decreased ¥45,000 million from the previous fiscal year-end. This was due to

reclassifications of corporate bonds from long-term to current liabilities in the amounts of ¥25,000 million for

the 31'' Unsecured Straight Corporate Bond and ¥130,000 million for the 33" Unsecured Straight Corporate


G a..Jt]ILA../LA111\ attrioruyAtuttrAt);¾x.>lfurricirrastuntru iters


Bond as the redemption date came to be within one year. On the other hand, the Company issued corporate

bonds in the amount of ¥100,000 million for the 39' Unsecured Straight Corporate Bond and ¥10,000 million

for the 40"' Unsecured Straight Corporate Bond.

(e) Equity

Equity totaled¥1,520,781 million at the end of the interim period, for a ¥85,141 million (5.9%) increase from the

previous fiscal year-end. The equity ratio increased 0.9 of a percentage point from the previous fiscal year-end to

20.0%. The primary components of the change were as follows:

(Shareholders' equity)

Shareholders' equity increased ¥88,626 million from the previous fiscal year-end to ¥1,046,573 million.- At the end of the interim period, common stock totaled ¥221,020 million, an increase of ¥7,223 million. This

was the result ofthe conversion of the Convertible Bond Due 2013 into the common stock of the Company.

· Additional paid-in capital decreased by ¥44,003 from the previous fiscal year-end. This was primarily a

decrease of ¥51,207 million as a result of Alibaba Group Holding Limited, the Company's equity method

affiliate, acquiring the shares of Alibaba.com Limited, a subsidiary of Alibaba Group Holding Limited, through

a takeover bid in June 2012 and privatizing it (please refer to page 29 "(7) Significant Changes in Shareholders'

Equity under 2 Consolidated Financial Statements" for details). On the other hand, the conversion of the

Convertible Bond Due 2013 into the common stock of the Company increased shareholders' equity by ¥7,212

million.

- Retained earnings increased ¥125,332 million from the previous fiscal year-end. This was primarily because

net income of ¥169,432 million was recorded, although this was partially offset by a year-end dividend for the

year ended March 31, 2012 of ¥43,940 million.

(Valuation and translation adjustments)

Valuation and translation adjustments of ¥39,942 million were recorded as debit at the end of the interim period, a

¥18,688 million decrease from the previous fiscal year-end.

Net tmrealized gain on available-for-sale securities was ¥210 million at the end of the interim period, a ¥10,355

million decrease from the net unrealized gain at the previous fiscal year-end. This decrease was mainly

associated with the drop in the stock price of Zynga Inc.

- Foreign currency translation adjustments decreased by ¥8,502 million from the previous fiscal year-end to a

debit of ¥39,329 million at the end of the interim period.

(Minority interests)

. Minority interests totaled ¥513,228 million at the end of the interim period, for a ¥15,181 million increase from

the previous fiscal year-end.



2. Cash Flows

Cash flows during the interim period were as follows:

Cash and cash equivalents at the end of the interim period totaled ¥1,097,086 millon, for a ¥82,527 million

increase from the previous físcal year-end.

(Millions of yen)

Six-month Period Six-month PeriodEnded Ended Change

September 30, 201) September 30, 2012

Cash flows from operating activities 395,044 473,351 78,306

Cash flows from investing activities (159,829) (326,034) (166,204)

(Reference) Free cash flow 235,214 147,316 (87,898)

Cash flows from financing activities (191,568) (61,506) 130,062

(a) Cash Flows from Operating Activities

Net cash provided by operating activities totaled ¥473,351 million (compared with ¥395,044 million provided in

the same period of the previous fiscal year). The primary components of the change were as follows:

· Income before income taxes and minority interests totaled ¥358,665 million.

- The main items added to income before income taxes and minority interests were ¥157,485 million indepreciation and amortization and ¥31,660 million in amortization of goodwill.

- Receivables - trade declined by ¥59,824 million (increase in cash flow). This decrease was mainly the result

of continued sales of installment sales receivables at SOFTBANK MOBILE Corp.· Income taxes paid was ¥115,750 million.

(b) Cash Flows from Investing Activities

Net cash used in investing activities was ¥326,034 million (compared with ¥159,829 million used in the same

period of the previous fiscal year). The primary components of the change were as follows:

- Outlays for purchase of property and equipment, and intangibles came to ¥272,890 million. The main factor

was capital expenditure in the telecommunications-related businesses.

· Outlays for purchase of marketable and investment securities were ¥57,246 million. This was mainly due to

Yahoo Japan Corporation's acquisition of 42.6% of the shares (voting rights at the time of acquisition) ofASKUL Corporation at ¥33,038 million.

As a result, free cash flow (the combined net cash flows fromoperating activities and investing activities) for the

interim period was a positive ¥147,316 million (compared with a positive ¥235,214 million in the same period of

the previous fiscal year), for a year-on-year decrease of ¥87,898 million.

(c) Cash Flows from Financíng Activities

Net cash used in financing activities was ¥61,506 million (compared with ¥191,568 million used in the same

period of the previous fiscal year). The primary components of the change were as follows:


M JUI LI..JØl 11\ SOFTBANK CORP,CONSOLIDATED FINANCIAL REPORTFor the six-month period ended September 30. 20\2

(Items increasing cash tiows)- Proceeds included ¥167,091 million from the sale and lease back of equipment newly acquired, ¥152,708

million from long-term debt, ¥109,443 million from issuance of bonds and ¥99,855 million from increase in

short-term borrowings, net.

(Items decreasin cash nows)Outlays included ¥200,444 million for payments for repurchase of minority interests and long-term debt,

¥134,043 million for the repayment of long-term debt, ¥95,000 million for the redemption of bonds, ¥93,191

million for the repayment of lease obligations, and ¥43,766 million for the payment of dividends. The

payments for repurchase of minority interests and long-term debt are the amount paid to the Vodafone Group in

April 2012, and various related fees. Please refer to 5. Payments for repurchase of minority interests andlong-term debt on page 28 in (5) Notes under 2. Consolidated Financial Statements for details.

(Reference: Major Financing Activities)

The major financing activities in the interim period were as follows:

Item Company Name Details SummaryBond issuances SOFTBANK CORE 39" Unsecured Straight Corporate Bond Issue date: September 24, 2012

(Fukuoka SoftBank HAWKS Bond) Redemptiondate: September22, 2017Total amount of issue: ¥100,000 millioninterest rate: 0.74%/year

40* Unsecured Straight Corporate Bond Issue date: September 14, 2012Redemption date: September 14, 2017Total amount of issue: ¥10,000 millionInterest rate: 0.732%!year

Bond SOFTBANK CORP 28"' Unsecured Straight Corporate Bond Redemption date: July 24, 2012redemption Redemption amount: ¥30,000 million

29* Unsecured Straight Corporate Bond Redemption date: September 18, 2012(Fukuoka SoflBank HAWKS Bond) Redemption amount: ¥65,000 million

increase or SOFTBANK CORP increase of ¥l18,600 milliondecrease in debt

Execute sale SOFTBANK MOBILE Corp. Procurement of ¥167,091 million Capital expenditure via finance Icasesand lease back etc.

(3) QualitativeInformation Regarding Consolidated Earnings ForecastsFor the fiscal year ending March 31, 2013, the Group will continue to focus on network expansion and

customer acquisition in the Mobile Communications segment. Although this will increase the Group's

expenses, the customer base is expected to continue to expand steadily. As a result, the Group is forecasting

a year-on-year increase in both net sales and operating income, and expects operating income to exceed ¥700

billion.

The Group has declared a target of achieving consolidated operating income of ¥l trillion in its domestic

businesses in the fiscal year ending March 31, 2017, and is also projecting further profit growth in the fiscal

year ending March 31, 2014 as it continues towards this goal. The planned acquisition of Sprint Nextel

Coiporation announced on October 15, 2012 is one means by which the Group expects to accelerate its

growth.


M kJtJ1LLJt111110 NUt IMANALUKYtt]N3ULlUAftUNNANLIAL Ktl )RIFor the six-month period ended September 30, 2012

2. ConsolidatedFinancial Statements{l)Consolidated BalanceSheets

(Millkmsofyen)

As of As ofMarch31,20I2 September30,2012

Amount Amount

assets:Cashanddeposits ¥1,016,25I ¥1,096,799

Notesand accounts receivable - tmde 661.287 601.224

Marketablesecurities 4,575 6,624

Mewhandiseand finishedproducts 41618 42,170

Defenedtax assets 56,469 41,655

Othercurrentassets 168.264 177,461Less:Allowancefordoubtfulaccounts (39,014) (34,216)Totalcunent assets 1,910,452 1,931.718

Fixed assets:

Pmperty and equipment, net:Buildingsand stmetuæs 77,404 117,260

Tëlecommunicationsequipment 988.541 1,024,684

Telecommunicationsservicelines 65,213 62,516

Land 23,175 73,890

Constmetioninprogæss 80,501 112,826

Otherpropertyand equipment 61,555 67,007

Total popeny andequipment 1,296.393 1,458,185

Intangibleasseis, net:

Goodwill 780,242 750,868

Softwaæ 310.151 349,512

Otherintangibles 36.120 27,621

Totalintangibleassets 1,126,514 1.128,002

Investments and other assets:

Investmentsecurities 338,198 291,629

Defenedtax assets 104,327 104,959

Otherassets 134.076 134,908Less:Allowancefordoubtfulaccounts (15,957) (16,433)

Totalinvestmentsand otherassets 560,644 515,063

Totalfixedassets 2.983,553 3,101,251

Deferred charges 5,699 5,147

Totalassets ¥4,899,705 45,038,117


emã¾a GUILLJØl11\ SOFTBANKUUKI'CONSULIDAlbl]HNANCIALKL:i'UKlFor the six-month period ended September 30. 2012

Consolidated BalanceSheets

(Millionsofyen)I

As of As ofMarch3).2012 j September30,2012

Amount Amount

LIABILITIES AND EQUITY

Curont liabilities:Accounts payable- trade ¥190,532 ¥190.347

Short-termbormwings 403,167 453,140

Cunentportionof corporate bonds 144.988 190,552

Accountspayable- otherand accruedexpenses 835,053 591,218

lncometaxes payable 125.116 140,838

Cunentportionof leaseobligations 152,682 173,484

Othercument liabilities 72,184 64285

Totalcunent liabilities 1,923,725 1,807,866

Long-term liabilities:Corporalebonds 459,900 414,900

Long-tern debt 560,070 628,643

Deferredtax liabilities 20,370 18,667

Liabilityforretimment benefits 14,953 14,785

Allowanceforpointmileage 32,074 28,610

Leaseobligations 347,699 488,493

Otherliabilities 105,272 115,367

Totallong-termliabilities !,540.339 1,709,468

Total liabilities 3,464,065 3,517,335

Equity:

Commonstock 213.797 221.020

Additionalpaid-incapital 236,562 192,558

Retainedeamings 530,534 655,867Less: (22,947) (22,873)

Totalshareholdels'equity 957,947 1,046,573

Unrealizedgainon available-for-salesecurities 10,566 210

Deferredlosson derivativesunder hedgeaccounting (993) (823)

Fomigncurrency translationadjustments (30,826) (39.329)

Totalvaluation and translationadjustments (21.253) (39.942)

Stockacquisitionrights 898 921

Minorityinteosts 498,047 513,228

Totalequity !,435.640 1,520,781

Total liabilitiesand equity ¥4,899.705 ¥5,038,117


L..JL/1 LLALA11At 3tyr i11/iNA LUKl'.LONM)LIDA i ti) i INiiNLI il, Kt! UK I

For the six-month period ended September 30.2012

(2) ConsolidatedStatements of Income and Consolidated Statements of Compæhensive incomeForthe six-month periodendedSeptember30,2011and 2012

Consolidated Statements of Income

(Millionsof yen)i Six-monthperiodended Six-month period ended

September30,2011 September 30, 2012April l, 2011to April l, 2012to

September30,2011 September30,2012Amount Amount

Netsales ¥l,535M7 ¥1,586.109

Cost of sales 670,967 712,470

Gross profit 864.679 873,639

Selling,general and administrative expenses 491,456 470,877

Operating income 373,223 402,762

Interestincome 1,264 654

Othernon-operating income 5.5W 5,936

Non-operating income 6.768 6,591

Interestexpense 40,749 17,839

Equityin lossesofaffiliatedcompanies 1.221 18,163

Othernon-operating expenses 23,535 10,340

Non-operating expenses 65,506 46,343

Ordinary income 314,485 363,010

Gainon saleof investmentsecurities 83,527 3,044

Dilutiongain fiomchangesinequityinteœst 17,158 3,984Unæalizedappreciation on valuation of investmentsand

gainon sale of investmentsat subsidiaries in 2,044the U.S.,net

Otherspecial income - 322

Special income 102.730 7,351

Valuationlosson investmentsecurities 8,920 8,521Unrealizedlosson valuation of investmentsand losson

sale of investmentsat subsidiariesinthe U.S.,netOtherspeciallosses 234 1,851

Special loss 9,154 11,696

Income before incometaxes and minority interests 408,061 358,665

Income taxes:Current 101.361 140,155

Defered 57,337 15,662

Total income taxes 158,699 155,817

Income before minority intertsts 249,361 202,847

Minority interests in net income 32,108 33,415

Net income ¥217,252 ¥!69,432


LAL/1 LALALA111\ 300 i NANA LUKY.UUN3ULIUA i tU f INANLIAL KttilK I


Consolidated Statements of Compæhensive Income

(Millionsof yen)Six-monthperiodended Six-month period ended

September 30,20 11 September 30, 2012April1,2011to April1,2012to

September30,2011 September 30,2012

Amount Amount

income befoœ minority interests 249361 202ß4

Other comprehensive income(loss)Unrealizedkisson available-for-salesecurities (37.136) (10,732)Defenedg,ain(loss)on derivativesunderhedge (12,939) 170accountmgForeigncunencytranslationadjustment (3,185) (8,558)Shareof othercompæhensiveincome(loss)of affiliated

companies accountedforusingequitymediod 226 (674)

Totalother comprehensive loss (53,034) (19,794)

Comprehensive income 196,326 183,052

Compohensive incomeattributable to:Ownemof thepaænt 166373 150.743

Minorityinteæsts 29,952 32,309


amam c)UI LL.JC1111\ Nut IisANK LUKr.tuN3utunu tu HNANLIAL Neron i


Forthe three-month periodendedSeptember30 2011and2012

ConsolidatedStatements of income

(Millionsof yen)

Tlireeanonthperiodended Three-month period endedSeptember30,201i Septem her 30, 2012

Julv 1,2011to Julv 1,2012toSepteinber30,2011 Septeinber 30,2012

Amount Amount

Netsales ¥771,409 3819,20

Cost of sales 329.627 371,964Gmss pmfit 441,782 447.243

Selling,general and administrative expenses 244384 . 236.605

Operating income 197,397 210,(Ø7Interestincome 704 426

Othernonoperating income 2,802 3,188

Non-operating income 3,506 3,614

Interestexpense 18,341 8,795

Equityinlossesofaffiliatedcompanies 358 17,663

Othernon-operating expenses !8,949 5,762

Non-operatingexpenses 37,649 32,220

Ordinary income 163,254 182,031

Gainon sale of investmentsecurities 78,594 2,193

Dilution gainfiomchangesinequity inteæst 1,734 1,498Unrealizedappreciation(loss)on valuation of investments

andgainon sale of investmentsat subsidiaries in 1120 9theU.S.,net

Otherspecial income 2 322

Special income 82.452 4,024

Valuationlosson investmentsecurities 8,723 8,126

Otherspecial losses 129 75

Special loss 8,853 8.201

Income before income taxesand minority interests 236,854 177,853

Income taxes:Cunent 73.407 82,436

Defened 25,091 258

Total incometaxes 98,499 82,695

Income befon minority intensts 138,355 95,158

Minority interests in net income 15,893 16,387

Net income ¥122,46I ¥78,771


UI LL..Ad111\ SOF l HANK CORP,CONSULIDA l ED V1NANCIAL REPOR fFor the six-month period ended September30.2012

Consolidated Statements of Comprehensive income(Millionsofyen)

Thoe-monthperiodended Threemonth period endedSeptember30,2011 September 30, 2012

July1,2011to JulyI,2012toSeptember30,2011 September 30, 2012

Amount Amount

income before minority intensts 138,355 95,158

Other compmhensive income(loss)Umeali2edgain(loss)on available-for-sale securities (26,853) 1,448Deferredgain(loss) on derivativesunder hedge

(16.343) 69accountmgForeigneuroncy translation adjustment (951) (3.828)Shareofothercompohensive lossof affiliated

companies accountedforusing equitymethod (L888) (8,960)

Totalother comprehensive loss (46,035) (11,270)

Comprehensive income 92,319 83,887

Compœhensive income attributable to:Chvnersof the pamnt 78.496 68,724

Minorityinteosts 13,822 15,163


Mem OkJI LLJtki11\ xx I tuuNik L.uttr.Luimautiva i tu rosityt tru, tieruit i

For the so-month penod ended September 30. 2012

(3)Consolidated Statements of Cash Flows

(Millionsofyeri)

Six-monthperiod ended Six-month period endedSeptember30,20II Septemher 30,2012

April1,2011to April1,2012toSeptember30,201I Septemher 30, 2012

Cash flowsimm operating activities:

Incomebeforeincometaxesand minority interests ¥408,061 V358,665

Adjustments foi-

Depreciationandamortization 128,561 157,485

Amortizationof goodwill 31,315 31,660Equityinlossesof affiliated companies 1,221 18,163

Dilutiongain fromchanges inequityinterest,net (17,I19) (3,705)

Valuation losson investmentsecurities 8.920 8,521Unœalized (appreciation ) losson valuation of investmentsand

(gain)losson saleof investmentsat subsidiaries inthe U.S.,net

Gainon saleof marketableand investmentsecurities, net (83,514) (2,702)

Foreignexchangegain,net (158) (298)

Inteost anddividendincome (3,1I5) (1,271)

Inteæstexpense 40,749 17,839

Changesinopemtingassetsand liabilities

Decœaseinæceivables - trade 79,699 59,824

Decreaseinpayables- trade (45,098) (303)

Other;net (6,TI4) (39,506)Sub-total 540.703 605,694

Interest anddividendreceived 2,644 1,741

Interestpaid (40,107) (18,334)Incometaxespaid (108,196) (115,750)

Net cashprovidedby opemting activities 395,044 473,351

- Continued-


m JUI LL.;G111\ son BANA toxviuNsotauA itu tiNANt tal er*t>K


ConsolidatedStatements of Cash Flows(Continued}

(Millionsof yen)1Six-monthperiodended Six-month period ended

September30,20 I l September 30, 2012

April I,201I to April1,2012toSeptember30,2011 September 30,2012

Cash flowsfmm investingactivities:

Purchaseofpropertyand equipment,and intangibles ¥(215,800) W(272,890)Purchase of marketableand investmentsecurities (22,216) (57,246)Proceedsfinm sale ofmarketableand investmentsecurities 77,446 15,277Acquisition of inteostsinsubsidiariesnewlyconsolidated' (53) (2,038)netof cash acquiredOther.net 793 (9,136)Net cashused in investingactivities (159,829) (326,034)

Cash flows fmm financingactivities:

(Decrease)incoase inshort-termborrowings,net (124,122) 99,855Decreaseincommercial paper,net (25,000) -

Proceedskom long-teandebt 403,175 152,708

Repaymentof long-termdebt (625,242) (134,043)

Proceeds&omissuanceof bonds 129,354 109,443

Redemptionof bonds (113,500) (95,000)

Proceeds fromissuanceofshaæs to minorityshaæholders 226 522

Proceedsfrom issuanceof prefered securities bya subsidiary 200,000 -

Cashdividendspaid (5,377) (43,766)

Cashdividendspaidto minority shareholders (16,912) (16,104)

Proceedsfiomsaleand leasebackof equipment newly acquiæd 92,494 167,091

Repaymentof leaseobligations (72,296) (93,191)Paymentsfor æpurchase of minorityinterestsand long tenn debt - (200,444)

Other,net (34,367) (8,577)

Netcashusedin financingactivities (191,568) (61,506)

Effectof exchange rate changes (1,337) (1,507)on cash and cash egwvalentsNet increase in cash and cash equivalents 42,308 84,303lucrease in cash and cash equivalents due tonewly consolidated 68 8subsidiariesDecreasein cash and cash equivalents due to exclusion of (734) (1,784)previouslyconsolidated subsidiaries

Cash and cash equivalents,beginningof the period 847,155 1,014,558

Cash and cash equivalents, end of the period ¥888,797 ¥1,097,086


VMET t.JUILLJCil11\ out ItWiNALUKYLinNMX,ttuuttienNiustutt sterinaFor the six-month period ended September 30, 2012

(4) Significant Doubt about Going Concern Assumption

Thereare no applicableitemsfor the six-monthperiodended September30,2012.

(5) Notes

(Consolidated Statements of Income)

1.Gain on sale of investment securities

For the six-month periodended September30, 2011(fiom April 1to September30,2011)Diegainon sale of investmentsecurities for the curont period is primarily attributableto a ¥76,430million gainon saleof Yahoo!Inc. shares. ln connectionwith the Company's financingof appmximately$1,135million from CITIBANK,N.A. through itsU.S subsidiaryin February2004, certain forwardcontracts ("collar transaction")were entered into,which allowed the obligationto be settled at maturityby delivering Yahoo! Inc. shaæs held by the Company's subsidiary Ille forward contmets wem to

effectivelyhedgethe variability ofcash flowsassociatedwith the futuremarketpriceof theunderlyingsecurities.

During the six-monthperiodended September 30, 2011, the obligationunder the forwardcontracts was settled at maturity byeffectively deliveringthe sharesof Yahoo!Inc. (book basisof $142 million)to CITIBANK,N.A. TTiecash proceeds received

by the Company's subsidiary kom deliveringthe shares of Yahoo! Inc. to CITlBANK, NA were then omitted to repay therelated obligation. "Gain on sale of investmentsecurities"of ¥76,430 million ($993million) was recorded as a result of settlingthe forwardcontracts.

As of September30, 2010, the shaæs of Yahoo! Inc. were reclassifiedto "Marketable securities"under curænt assets from"Investment securitiesand investments in unconsolidated subsidiariesand affiliated companies" under investment and otherassets. This was to coincidewith the reclassification of the ælated obligationunder current liabilities,of which the remaining

period untilmaturitywas less than one year. Acconiingly,the gain on sale fiom this transactionwas recorded as "Gain on sale

of investmentsecurities."

2. Unrealized appreciation (loss) on valuation of investments and gain (loss) on sale of investments at subsidiaries in theUnited States of America, net

Certain subsidiaries of the Company in the United Statesof America qualifyas investmentcompanies under the provisionsset

forth in FinancialServices- InvestmentCompaniesof the FASBASC 946 and account for investmentsecuritiesin acconiancewith ASC 946.

The net changes in the fair value of the investmentsare ocorded as umealizedappreciation (loss)on valuation of investmentsand gain (loss)on sale of investmentsat subsidiariesin theU.S.,net and gain (loss)on saleof investments,computed based on

the acquisitioncost, is also includedin this account. The unreali2ed appreciation (loss)on valuation of investmentsand gain(loss) on sale of investmentsincluded in unrealizedappreciation (loss) on valuation of investmentsand gain (loss) on sale ofinvestmentsat subsidiariesin the U.S.,net in theconsolidatedstatementsof incomeare as follows:

Six-monthperiodended Six-month period endedSeptember30, 201) September 30, 2012

Unrealizedappreciation(loss) on valuation of investmentLS61 (722)

at subsidiariesin the U.S.,net

Gain (loss)on saleof investments 182 (601)at subsidiariesin the U.S.,netTotal 2,044 millionycn (1.323) millionyen



(Consolidated Statements of Cash Flows)

L Scope of purchase of property and equipment, and intangibles in the consolidated statements of cash flows

Purchase of pmpertyand equipment, and intangibles"are comprised of cash outflows kom purchasingpmpertyand equipment,

and intangibleassets (excluding goodwill)and long-tennprepaidexpenses.

2. Proceeds from sale of marketable and investment securities and mpayment of long-term debt

For the six-month periodended September30,2011 (fromApril l to September30, 201I)

As describedin"I. Gainon sale of invesonentsecurities under (ConsolidatedStatementsof Income)," the sharesof Yahoo!Inc.heki by the Company'sU.S. subsidiaryweæ deliveæd to CITIBANK, N.A. in connection with the settlementof the obligationunder the fonvardcontracts("collartransaction"). Diecash receipts of ¥57,191million ($743million) equaledthe fair value of

the sharesdeliveredand were ocorded as "Proceeds tìomsale of marketableand investmentsecurities".The proceedsoceived

of ¥57,191millionwere then remittedto repay the obligationand recordedas "Repaymentof long-termdebt."

The diffemncebetweentheobligation balanceof $1,135millionat maturity and the $743 million of proceeds from deliveringthe shams of Yahoo!Inc.that were omitted to CITIBANK,N.A. in fullsettlement ofthe obligation was recognized as a realized

gain on the forwardcontracts. Hierefore,the balanceof the obligation after deductionof the realized gain on the forwardcontracts, which was equal to the fairvalue of Yahoo!Inc.shares,was oconied under"Repaymentof long-termdebt."

3. Proceeds imm issuanceof pæfermd securities by a subsidiary

Forthe sixmionthperiodended September30, 2011(fromApril I to September30, 20 I1)

111eyare proceedsfromthe issuanceof pofened securitieswith limitedvoting riaht (pæferredsecuritieswhich have the nature

of a stock prescribedin Financial Instrumentsand Exchange Act Article2 (1) (ix), which is a part of securitiesdescribed inFinancialInstrumentsand ExchangeAct Aiticle 2 (1) (xvii))to investorsthroughpubliclyofferingin Japan by the Company'sconsolidatedsubsidiary,SFJ CapitalLimited.

4. Proceeds fmm sale and lease back of equipment newly acquimdOnce SOFTBANK MOBILE Corp. and others purchase telecommunicationsequipment for the purpose of assembly,installationand inspection,SOFTBANK MOBILECorp.and otherssell the equipment to leasecompaniesundersale and leasebackarrangements. The leasedasset and leaseobligationare recordedin the consolidated balancesheets.

The cash outflowsfi'omthe purchaseof the equipmentilom vendors are includedin "Pumhaseof propertyand equipment,andintangibles"undercash flows from investingactivities and the cash inflows tiomthe sale of the equipment to leasecompanies

are includedin"Proceedsflom sale and leasebackof equipmentnewlyacquimf' undercash flowsfrom financingactivities.

5, Payments for repurchase of minority interests and long-term debtFor the six-monthperiodendedSeptember30, 2012(fromApril 1to September30,2012)In April 2006, BB Mobile Corp issuedclass l pæferred stock-series I and stock acquisition rights to VodafoneIntemationalHoldingsB.V.and obtained a subordinated loan from Vodafone Overseas Finance Limitedas a seriesof financingtransactionsfor the Group's acquisitionof Vodafone K.K. (currentlySOFTBANK MOBILE Corp.). In November2006, refinancingofthe timdsfortheacquisitionwas conducted,and SOFTBANKMOBILECorp.assumedBB MobileCorp's subordinatedloan.

In December2010,the Company acquiredaforementionedall class I poferred stock-series1and stockacquisitionrights issuedby BB Mobile Corp. to Vodafone InternationalHoldings B.V., and all principal and acemed interest of a long-term loanreceivable fmm SOFTBANK MOBILE Corp. held by VodafoneOverseas FinanceLimitedfor the total amount of¥4l2,500million. Amounting to ¥212,500millionout of the totalamountand the æmaining amountof ¥200,000millionwere paid with

the related expenses associated with the acquisition (¥63million in December 2010 and ¥444 million in April 2012) inDecember2010and inApril 2012,respectively.


a...)UI LLACL111\ 5tn itsANik it1Kr.tuiNNULumitu ri:N;ow liu, imrux i

For the six-monthperiod ended September 30, 2012

(6) Segment Information

1.Net sales and segment profit or lossof reportable segments for the six-month period ended September30, 2011

(Millionsof yen)

Reponablesegments Reconcihanons to Amounts m

other= Total cmsondated consolidatedtvkinle Bitahnf Fixalme inener

Stimtai statementofamm' statementofmcome'Comunucaums initasinare Telcomnuucanons Culture

Netsales

Cusionn ¥1,017,191 ¥80,232 ¥!41,721 ¥139,691 ¥l,378,ß37 ¥156,809 ¥1.535,647 ¥- ¥1.535,647

fruer-segmen! 3,745 7,029 36.354 1.781 48,910 16.980 65.890 (65,890)

Total 1.020,937 87,261 178,075 141,472 1,427.747 173,790 1,601.537 (65,890) L535M7

Segmentprofit ¥250,086 ¥19,658 ¥27.287 ¥75,168 ¥372.200 ¥?,514 ¥379,714 ¥(6,491) ¥373,223

Notes:

1.The PC software and peripheralsdistiibutionbusinessand FukuokaSOFTBANK HAWKSrelated businessare includedin "Other."2. Amounts in the colunm ' Reconciliationsto consolidated statement of income" of ¥(6,491) million represent elimination of intersegment

transactionsand expensesofthe corporatedivisionof the Company,which lotaled ¥431 million and ¥(6,923)million, respectively.3. Segmentprofitisadjustedwith operating incomein the consolidatedstatementsof income.

2. Net sales and segment profit or loss of reportable segments for thesix-month period ended September30, 2012

(Millionsof yen)

Reporkiblesegments Reconciliationsto Amounts inOther' Total consolidated consolidated

Metale Broadtml Fixed-line lutemetSulxotal statementofincome' stalementofincome'

Communicaliens infiadmeture Telecomunmicoons Culture

Netsales

Customels ¥1,045.294 ¥70,454 ¥149,973 ¥150.718 ¥1,416.441 ¥169,668 ¥1,586,109 ¥- ¥1.586,109

later-segment 3,151 11.900 41004 1,719 58,776 18,532 77,308 (77.308)

Total 1,048,445 82,354 191.978 152,438 1,475,217 188200 1.663,418 (77,308) 1,586.109

Segmentprofit ¥266,384 ¥19336 ¥34,640 ¥80,878 ¥401.439 ¥7,411 V408,851 ¥(6,089) ¥402,762

Notes:1.The PC softwareand periphemlsdistributionbusinessandFukuokaSOFTBANK HAWKSolated businessare includedin"Other."2. Amounts in the column "Reconciliationsto consolidatedstatement of income" of ¥(6,089) million represent elimination of intersegment

transactionsand expensesof thecolpomte divisionof the Company,which totaled¥875 million and ¥(6,964)million,respectively.

3. Segnent profitis adjustedwith operatingincomeinthe consolidated statementsof income.

(7) SignificantChanges in Shareholders' Equity

For the six-month periodended September30,2012 (fromApril 1to September30, 2012)AlibabaGmup HoldingLimited, die Company's affiliatecompany under theequity method, acquiæd the sharesof Alibaba.comLimited,a subsidiary of AlibabaGroup HoldingLimited,through its takeoverbid in June 2012 and conducted die privatizationof Alibaba.com Limited. Financial statements of Alibaba Group Holding Limited were prepared in acconiance with

accountingprinciplesgenerallyacceptedinthe U.S.,and AlibabaGroup HoklingLimitedrecorded the change in the inteosts initscontrolled subsidiary as adecrease inadditional paid-incapital.

Die Companyapplied"PmeticalSolutionon Unificationof AccountingPoliciesAppliedto AssociatesAccountedfor Usingthe

Equity Method(Practical IssuesTask ForceNo.24)" for the transactionand as a result, additionalpaid-in capitaldecreased by¥51.207million.


U1 LI..Jcu AÌ\ SOFTßANK CORP CONSOLlDATE:D FINANCIAL Kf 14)RT

For the sivmonth period ended September 30.2012

(8) Significant Subsequent Events

For thesix-monthperiodended September30,2012(fromApril I to September30,2012)

L Acquisition of Sprint NextelCorporationOn October 15,2012, the Company and Sprint Nextel Corporation("Sprint") in the U.S. entered into a series of definitiveagreementsunder which the Company will investapproximatelyUSD 20.1 billion(the "tumsaction") in Sprint.consisting ofapproximately USD 12.1billionto be paid to Sprintshareholders and USD 8.0 billionofnew capital to be used,amongstother

purposes,to stængthenSprint'sbalancesheet.

Die tonsaction, which has beenapproved by the Boardsof Diæctors of both the Companyand Sprint, is subject to appmvalat

a meeting of the Sprint shareholders, customary antitrust, Federal Communications Commission and other mgulatory

approvals and the satisfactionor waiver of other closing conditions, includingaccuracy of opæsentations and warranties.

The companiesexpect the closing of the transactionto occur inmid-2013.As a result ofthe tmnsactionthe Company will own

approximately 70% of thefullydiluted(as used herein,not givingeffect to out-of-the-moneyoptions)sharesofNew Sprint(as

definedbelow),which will own 100%ofthe sharesof Sprint.

( I) Pulposesof acquisition[1]EnablestheCompanyto establishan operatingbaseas one ofthe largestmobile Intemetcompanies in theworld. The combined

subscriber base will be one of the largest'between the U.S.and Japan,and the combinedmobile telecom service revenue willrank third amongstglobaloperators.

[2] Enablesthe Companyto leverageitsdeepexpertise in smartphonesand next-generation mobilenetworks,and its track reconiofsuccess incompetingin mature markets with largeincumbents,to enhance Sprint'scompetitivenessin theU.S.

[3] ProvidesSprint USD 8.0 billionof new capital for its mobile network. strategic investments,and balance sheet as part of itscontinued effortsto fortifyitsoperatingbasetowardsfuturegrowth.

Notes:1.Basedon WirelessIntelligencedata,TCAdata.and disekisedmaterial by relevant companies.U.S.as of June 2012,hipan as of

September(eAccessLtd.data as of August2012).2. Basedon disekisuresby globalmobileoperators such as China Mobileand VerizonWireless(Januaryto June 2012).

(2) Outlineof acquisition[1)Establishmentofsubsidiaries

The Company has formeda new U.S. holdingcompany,StarburstI, Inc. (HoldCo),and two furthersubsidiaries, StarburstII,Inc.(New Sprint).which is owned diæctly by HoldCo,and StarburstIII, Inc.(MergerSub), which is owned directlyby NewSprintand indirectlyby HoldCo.

Via New Splint, the CompanyinvestedUSD 3.1 billion in Sprint in the fonn of a newly-issuedconvertiblebond (Bond) onOctober 22, 2012 (EST). 'Ille Bond has a 1.0% coupon rate with a seven-year maturity and, if the merger agreement isterminatedpriorto completionof the merger(as defmedin [2]below),subjectto ægulatory approval,will be convertible,or ifthe merger (as defined in [2] below) is completed, will be converted, at USD 5.25 per share into 16.4%of outstandingSprintcommonshareson a post-issuancebasis(subject to customary adjustments).

SOFTBAN -- HoldCo100% Convertible Bond ('CB'}

Janail 100¾ (16.4% of outstandingr common shares

post-issuance of CB)US New sprnt

loo¾

(83,6% of outstandingcommon shares postconversion of CB)


m JUI LI..JCLIII'k M>t leANKLouvlUNSULIDAlt:UHNANLIALKtPUK1For the six-month period ended September 3û, 2012

[2] MergerFollowingreceiptof Sprintshareholderand ogulatory approvalsand the satisfaction or waiver of the other closing conditionsto the transaction,the Company will capitalize, through HoldCo, New Sprint with an additional approximately USD 17.0billidñ Approximately USD 12.1 billionwill be distributedto Sprint shambolders as merger consideration. MergerSub will

mer¿ewith and intoSprintas a result of which:

(a) Sprintwill becomea whollyowned subsidiaryofNew Sprint.(b) In aggregate, Sprintshaæholderswill æceive, in exchange for their Sprintshares approximately 30% of the fully-diluted

equity of New Sprintand approximately USD 12.1billioncash.

(c) IndividualSprint shareholderswill have the right to elect to receive, for each share of Sprint that they own. either (i)USD 7.30 in cash or (ii) one share ofNew Sprintstock, subject to prorationif shareholders in the aggregateelectmore

than the totalamountof cashor stock consideration, as applicable (which would result in the receiptofa mix of cash and

stock).(d) Holdersof Sprintstock optionswill oceive stock options inthe New Sprint.

(e) The Bond will be converted into sharesof Sprint,with the value of such shares reflected (together with the Company'sadditional investment)in the approximately 70% of the fully-dilutedequity ofNew Sprintwhich HoldCowill holdafter

consummation of the merger.(f) New Sprint will issue a 5 year wammt for approximately55 millionshares of New Sprint with an exercise price of

USD 5.25per share (Wammt) to Holdco.

(g)New Sprintisexpectedto succeed Sprint'sNew YorkStockExchangelistingas a publiclytradedcompany in the US.

Otherkey tenns include:(a)The Companymustpay Sprinta tenninationfeeof USD 600 million ifthe merger does not close becausethe Company

does not obtainfinancing.(b) Sprintmust pay the Companya terminationfeeof USD 600 millionifthe mergerdoes not closebecauseSprintacceptsa

superiorofferby a thirdparty.(c) Sprintmust pay up to USD 75 millionof the Company's expenses if Sprint'sshareholdersdo not approvethe transaction

at theirshareholder meeting.

$$$

100%Japan - ap o $$

$$$ Approx30% rUS Ne Sprint Pubfîc

CB100%


UI LL.JØl11\ SOFTUANK UURI CONSULIDAI ED FINANCIAL NEt RTFor the six-month period ended September 30, 2012

[3] Post-tmnsaction(fully<lilutedbasis)Post-transaction:

(a) The Company will own, through HoldCo,approximately 70% of New Sprint shares and Sprint shareholden will ownapproximately 30% of New Sprintshares in aggregateon a fully-dilutedbasis.

(b) New Sprint will otain USD 4.9 billionof the USD 17.0billioncontribution by the Company,which, in combinationwith the USD 3.1 billionpurchasepricefor the Bond, represents a USD 8.0 billiondollarcontribution to the New Sprintbalancesheet.

(c) Sprint'scurrent CEO Dan Hessewill be the CEO of New Sprint.(d) New Sprint will have a 10-memberboard of diæctola including three members flom the curænt Sprint Board of

Diæctomas well as the CEO.(e) Sprint'sheadquanerswill continueto be inOverlandPark,Kansas.

100¾ Apprm.70% A 30 Sprint Puhuc

100%

Sprint

(3) New Sprint'snumber of shares to be acquired, acquisition priceand state of share ownership beforeand after acquisition

[1]Numberof shares heldbeforetransfer 0 shares(numberof voting rights: 0)(voting rights holdingratio:0.0%)

(2]Numberof shaæs to be acquiæd 3,241,403,146shams*

[3]Acquisitionprice Totalamount invested:approx.USD20.1 billionAdvisorytoesand others:to be determined

(4] Number of sharesheldaftertransfer 3,241,403,146shares*

(numberof voting rights: 3,241,403,146)(voting rights holdingratio:70%)

Note:* Based on Sprint'sfully-dilutedshares (as of October 15,2012,calculated not giving effect to outof the-moneyoptions) and giving

effect to fullexercise of the Warrant.

(4) FinancingThe transaction is fully fundedby cash at handand a bridgefinancingfacilityaranged and underwrittenby MizuhoCorporateBank,Ltd.,SumitomoMitsuiBankingCorporation.TheBankofTokyo-MitsubishiUFJ,Ud.andla BankAG,Tokyo Branch.

(5) Outlineof Sprint

[1]Name SprintNextelCorpomtion(2]Addæss 6200 SprintParkway,OverlandPath,Kansas

[3] Nameand titleof representative DanielR. Hesse,Chief ExecutiveOllicer and President

[4] Businessdescription Telecommunications

(5] Paid-incapital USD46,716million (asof December31,2011)

[6] Dateof foundation November 15,1938


UI LLJ<1111\ SOFTHANK CORP CONSOLIDATED FINANCIAL REPORT


2.cAccess Ltd. planned to bea wholly-ownedsubsidiary of theCompany through share exchangeTheCompanyand eAccess Ltd.("eAccess")passeda resolution regarding a shareexchange (the "Share Exchange")whereby the

Company will become the sole parent company of eAccess and eAccess will become a wholly-owned subsidiary of the

Company, at the Board of Directors' meeting held on September 27, 2012 and at the Board of Directors meeting held on

October 1, 2012, respectively, and entered into the share exchange agreement (the "Agreement") on October I, 2012. Inaddition, SOFTBANKMOBILECoip.,a consolidatedsubsidiaryof the Company,and eAccess reached a fiameworkagreementon businessalliance on October 1,2012.

(1) Purposeofthe Share ExchangeThe Group aims to establish a structuæ which will allow both companies to combine management resouxes effectively andefficiently, and accelerate the penetration of the mobile broad band service through making eAccess a wholly< wned

subsidiatyof theCompany.

(Effectsofmaking cAccessa wholly-owned subsidiary)

[1]Shaæd utilization of mobile communications network

(2) Mutualcollaboration on etlicientoperationof basestationsites[3]Creationof synergies

(2) Scheduleof ShareExchange

September27, 2012 Resolutionat the Board of Directors'meeting (theCompany)

October I, 2012 Resolution at the Board of Directors'meeting(eAccess)October 1,2012 Executionof the Agmement(the Company,eAccess )

Febmary 28,2013 (tentative) EtTectivedateof the Shaæ Exchange(dateof businesscombination)

(3) Summaryof ShareExchangeThe Company will become the sole parentcompany of eAccess and eAccess will become the wholly-ownedsubsidiaryof

the Companyupon the ShamExchange.

The Shaæ Exchange is planned to be conducted as a simplified share exchange under Article 796, Paragraph 3, of theCompaniesAct, which does not require approvalof the general meeting of shaæholdeisof the Company, while it requires

approval ofthe generalmeetingof shareholdersofeAccess which isexpectedto be heldaroundJanuary2013.

(4) Exchangeratio inShare Exchangeand itscalculation method

(I] Exchangeratio in ShareExchangeUpon the ShamExchange,the Companywill deliverto eachshamholderofeAccess (other thanthe Company)who is recorded

in the shareholder registry as of the pointin time immediatelyprecedingthe acquisitionof all of the issuedsharesof eAccessbythe Company thróugh the Share Exchange,the number of the Company common shaæs calculatedby multiplyingthe totalnumber of eAccesscommon shamsheldby theælevant shaæholder.by the ExchangeRate(as definedbelow), inexchangeforeAccess shaæs held by the relevant shareholder;provided,however, that (i) with regard to the shareholders who exemised

appraisalrights attached to the eAccess sharesheld by such shareholders pursuantto Article 785 of the Companies Law, theCompany shams will be deliveæd to eAccess in place of such shareholden and (ii) if the number of shaæs that shall bedeliveœdto a shaæholder includesany fraction less than one (1) share, the Company shall pay to such shareholder money

calculated in accordance with Article234 of the CompaniesLaw,with any fi'actionlessthan one (1) yen being rounded up to

the nearestyen.

The "ExchangeRate" shall mean 16.74,which is the ratio obtained by dividing52,000yen (that is considered as the appraisalvalue of the common stock of eAccess)by 3,108 yen (the "Base Price") (that is the average of the closing price of ogular

trading of the common stockof the Companyon the TokyoStockExchangeduring the three(3) monthspriorto the execution

dateofthe Agreement,with any fractionlessthanone (!)yen being rounded up to the neaœstyen).


a.JU1 01.10111\ SOFi UANK CORPLUNSULIDATLiD VINANCIAL REPL)RTFor the six-month period ended September 30. 20 I2

Although the Companyplans, in principle,to issue shams of common stock of the Company as considemtion for the StockExchange,the Companymay use itstreasury stock as the consideration,inwhole or in part,at the time of the ShamExchange.

[2] Calculationmethodofthe exchangeratio

The closing price of the common stock of eAccess as of September28, 2012 is 15,070yen. The Company and eAccessdetemiined the appraisalvalue of the common stock of eAccess thmugh mutual consultation, taking into comprehensive

consideration the current share pricesof eAccess, as well as (i) the mobilecommunications networkheld by eAccess, (ii) the

customer base held by eAccess, and (iii) synergies that are expected to be generated together with SOFTBANK MOBILECorp.

To ensuæ the faimessand appmpriatenessupon calculation ofthe shareexchange ratio, the Company and eAccessdecidedtosepamtely engage independent financial advisors to the financial analysis on the sham exchange ratio. The Companyappointed Mizuho SecuritiesCo., Ltd. and PLUTLJSCONSULTING Co., Ltd. eAccess appointed Goldman Sachs JapanCo., Ltd.

(5) Outlineof eAccess

[l]Name eAccessLtd.

[2]Address 10-1,Toranomon2-chomeMinato-ku,Tokyo

[3}Name and title of representative Dr.SachioSemmoto,Representative Director&Chairman

[4]Businessdescription BroadbandIPcommunicationservice

[5] Paid-incapital ¥18,500million (asof March31,2012)

[6] Dateof foundation November 1, 1999


S 8-K 10/15/2012

Section 1: 8-K (8-K)

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2012 (October 15, 2012)

SPRINT NEXTEL CORPORATION(Exact name of registrant as specified in its charter)

Kansas 1-04721 48-0457967(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

6200 Sprint Parkway,Overland Park, Kansas 66251

(Address of principal executive offices, including zip code)

(800) 829-0965(Registrants telephone number, including area code)

Not Applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Forn 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of thefollowing provisions (see General Instructions A.2. below):

O Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Œl Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)O Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b))

O Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)}


Sprin

t Nex

tel

Cor

pora

don

i

li

I

utom

ason

al,

Spda

tca

nunu

nica

gons

Soda

tC

ompa

nyLP

,In

tuna

dona

lan

as...

..a..a

com

mun

icad

ens

cerd

icat

edC

apon

gon

Not

e:Th

een

title

son

this

page

are

eith

erdi

rect

lyor

indi

rect

lyow

ned

bySp

rint N

exte

lC

orpo

ratio

nan

dar

eill

ustra

ted

ata

high

leve

l for

the

purp

oses

ofth

isfil

ing.

All

owne

rshi

ppe

rcen

tage

san

dsu

bsid

iarie

sca

nbe

foun

dat

http

://w

ww

.sec.

gov/

Arc

hive

s/ed

gar/d

ata/

10


Post

-Mer

ger

Mas

ayos

hiSo

nM

asay

oshi

Son

Mas

ayos

hiSo

n

II

I22

9%22

.W

e22

.

SOFT

BA

NKC

OR

P-SO

FTB

AN

KCO

RP.

SOFT

BA

NKC

OR

P.

I10

0%10

0%10

0%

30%

Star

burs

tI,

Inc.

Star

burs

tI,

Inc.

Star

burs

ti,

Inc.

Publ

icSh

areh

olde

rsR

ecei

veC

ash

and/

or10

0%10

0%St

ock

inSt

arbu

rst

II,I

nc.

70%

5tar

burs

t11

,Inc.

;St

arbu

rst

II,I

nc.

Sprin

tC

orpo

ratio

nC

onve

rtibl

eC

onve

rsio

nof

Deb

t(f

orm

erly

Deb

tin

toEq

uity

Star

burs

tli,

Inc.

)

10)%

100%

100%

Sprin

tN

exte

lSp

rint

Nex

tel

Šptin

t Next

eta

rbu

ocSt

arbu

rst

lit,I

nc.

Cor

pora

tion

Cor

pora

tion

Cip

orat

ida

Mer

ges

with

Sprin

tN

exte

lC

orpo

ratio

n


1 BEFORE THE2 MISSISSIPPI PUBLIC SERVICE COMMISSION3

45 In the Matter of:67 Joint Application for Approval of )8 The Indirect Transfer of Control of ) Docket No.9 Sprint Communications Company L.P. to )

10 Starburst II, Inc. )11

12 DIRECT TESTIMONY OFRONALD D. FISHER13

14 Q. Please state your name, position and business address.

15 A. My name is Ronald D. Fisher. I am President of Starburst II, Inc. ("Starburst II") and my

16 business address is 38 Glen Avenue, Newton, Massachusetts 02459.

17 Q. On whose behalf are you testifying?

18 A. I am testifying on behalf of the Joint Applicants in this proceeding, Sprint

19 Communications Company L.P. ("Sprint Communications") and Starburst II.

20 Q: Please describe your educational and professional background.

21 A. I received my MBA from Columbia University, New York, and a Bachelor of Commerce

22 from the University of Witwatersrand in South Africa. I am currently Director and

23 President of SOFTBANK Holdings Inc. and am serving as a member of the board of

24 directors of SOFTBANK CORP. ("SoftBank") in Japan. As previously stated, I am also

25 currently President of Starburst II. I joined SoftBank in 1995, overseeing its U.S.

26 operations and its other activities outside of Asia, and was the founder of SoftBank

27 Capital. Prior to joining SoftBank, I was the CEO of Phoenix Technologies Ltd.

28 ("Phoenix"), the leading developer and marketer of system software products for personal

29 computers, from 1990 to 1995. I joined Phoenix from Interactive Systems Corporation

1


1 ("Interactive Systems"), a UNIX software company that was purchased by the Eastman

2 Kodak Company in 1988. At Interactive Systems, I served for five years as President,

3 initially as COO and then CEO. My experience prior to Interactive Systems includes

4 senior executive positions at Visicorp, TRW, and ICL (USA). I serve on the boards of

5 several public and private companies, including Cloud Engines (Pogoplug), Desktone,

6 E*Trade Group, LiteScape Technologies, MocoSpace, and Nellymoser.

7 Q: Have you testified before the Mississippi Public Service Commission previously?

8 A: No.

9 Q: What is the purpose of your Testimony?

10 A: The purpose of my Testimony is to support and verify the accuracy of the Joint

11 Application, and to urge that the Commission grant the relief requested by the Joint

12 Applicants and approve the indirect transfer of control of Sprint Communications to

13 Starburst II.

14 Q: Please briefly describe the Joint Applicants.

15 A: Sprint Communications is a Delaware limited partnership with a principal business office

16 at 6200 Sprint Parkway, Overland Park, Kansas 66251. Sprint Communications is

17 authorized to provide competitive local exchange ("CLEC") and interexchange ("IXC")

18 telecommunications services in Mississippi. Sprint Communications is an indirect

19 wholly-owned subsidiary of Sprint Nextel Corporation ("Sprint").

20

21 Sprint is a publicly-traded Kansas corporation with a principal business office at 6200

22 Sprint Parkway, Overland Park, Kansas 66251. Sprint is a global communications

23 company that, through its subsidiaries such as Sprint Communications, offers a

2


1 comprehensive range of wireless and wireline voice and data products and services

2 designed to meet the needs of residential consumers, businesses, government subscribers,

3 and resellers throughout the country and around the globe. Sprint offers wireless and

4 wireline voice and data services in Mississippi and throughout the United States. In

5 addition, Sprint also is one of the country's largest carriers of Internet traffic and provides

6 Internet connectivity in Mississippi.

7

8 Starburst II is a newly-formed Delaware corporation that will hold all shares of Sprint at

9 closing. Starburst II will be renamed Sprint Corporation. Starburst II's principal offices

10 are located at 38 Glen Avenue, Newton, Massachusetts 02459. At this time, Starburst II

11 does not provide telecommunications services or hold any telecommunications licenses.

12 Upon consummation of the proposed transaction, approximately 70 percent of Starburst

13 II's common stock will be held, through a holding company, by SoftBank.

14

15 SoftBank is a publicly-traded holding company, organized and existing under the laws of

16 Japan and headquartered in Tokyo, at 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo 105-

17 7303 Japan. SoftBank's founder and Chief Executive Officer, Mr. Masayoshi Son, a

18 citizen of Japan, holds 22.49 percent of SoftBank's issued and outstanding shares.

19 SoftBank has been listed on the Tokyo Stock Exchange since 1998. SoftBank's wholly-

20 owned subsidiary, SOFTBANK MOBILE Corp. ("SoftBank Mobile") is currently the

21 third largest wireless carrier in Japan, with approximately 30.5 million wireless

22 subscribers, giving it approximately 22 percent of the Japanese wireless market as of

23 September 30, 2012. SoftBank Mobile generated wireless revenues of nearly $27.6

3


1 billion in fiscal year 2011, which ended on March 31, 2012. SoftBank also provides

2 wireline broadband and telecommunications services in Japan through two wholly-owned

3 subsidiaries, SOFTBANK BB Corp. ("SoftBank BB") and SOFTBANK TELECOM

4 Corp. ("SoftBank Telecom"). SoftBank BB provides residential wireline broadband

5 service to approximately 4.2 million customers in Japan, and SoftBank Telecom provides

6 a direct connection voice service to approximately 1.7 million primarily corporate

7 subscribers in Japan. SoftBank holds no authorizations from this Commission and has no

8 customers in Mississippi.

9 Q: Please describe the transaction.

10 A: On October 15, 2012, Sprint and SoftBank announced that they had entered into

11 agreements that will result in SoftBank investing over $20 billion in Sprint and acquiring

12 an approximately 70 percent indirect interest in Sprint, with the remaining interest held

13 by existing Sprint shareholders. Under the terms of the agreements, SoftBank formed a

14 U.S. holding company, Starburst I, Inc. ("Starburst I"), which is wholly owned by

15 SoftBank. Starburst I formed another new wholly-owned subsidiary, Starburst II, which

16 directly owns a third subsidiary, Starburst III, Inc. ("Merger Sub"). As part of the

17 transaction, Sprint will merge with Merger Sub, with Sprint being the surviving entity,

18 and Starburst I will have an approximately 70 percent interest in Starburst II. The

19 remaining approximately 30 percent of Starburst II will be held by current Sprint

20 shareholders.

21

22 As part of the transaction, Sprint shareholders will receive an aggregate of approximately

23 $12.1billion from SoftBank via its subsidiaries in exchange for approximately 1.7 billion

4


1 shares of Sprint stock. Sprint shareholders will have the right to elect to exchange each

2 of their existing shares of Sprint for (1) $7.30 in cash, (2) one share of Starburst II stock,

3 or (3) a combination of cash and a fraction of a share of Starburst II stock. In addition,

4 SoftBank, via its subsidiaries, will contribute an aggregate of $8 billion to Sprint's

5 balance sheet in conjunction with this transaction; these funds are unrestricted and Sprint

6 will have the flexibility to use this capital infusion to strengthen its balance sheet and

7 invest in both its wireless and wireline networks.

8

9 After the transaction is completed, Sprint will be a wholly-owned subsidiary of Starburst

10 II, with SoftBank, through Starburst I, owning approximately 70 percent of the shares of

11 Starburst II and existing Sprint shareholders owning the remaining shares of Starburst II.

12 Starburst II will own 100 percent of the stock of Sprint and its subsidiaries.

13 Q: Please describe the effect of the transaction on the Mississippi consumers.

14 A. This change in ultimate control does not involve a transfer of operating authority, assets,

15 or customers in Mississippi or elsewhere. Sprint and its subsidiaries, including Sprint

16 Communications, will continue to hold all of the authorizations that they hold prior to the

17 transaction. The current customers of Sprint Communications will remain customers of

18 Sprint Communications following the proposed transaction. Accordingly, the proposed

19 transaction will be seamless to Mississippi customers. Any future changes to the rates,

20 terms, and conditions of service will be undertaken pursuant to the customers' contracts

21 and applicable law.

22 Q: Please describe the financial and managerial qualifications of Starburst II.

5


l A: Starburst II and SoftBank are managerially, technically, and financially well-qualified.

2 As I mentioned earlier, SoftBank and its subsidiaries have extensive experience in the

3 telecommunications business and have made significant inroads into the Japanese

4 wireless and wireline markets by offering superior services and value to consumers.

5 Sprint Communications will continue to have the technical and financial qualifications

6 needed to provide excellent service to its Mississippi customers.

7 Q: Please describe the public interest benefits associated with the transaction.

8 A: This indirect transfer of control will serve the public interest. Because neither Starburst

9 II nor SoftBank have attributable interests in any U.S. wireless carriers or compete with

10 Sprint wireline telecommunications services, the proposed transaction poses no risk of

11 competitive harm. To the contrary, the transaction will greatly stimulate competition and

12 innovation and offer the potential to transform the telecommunications marketplace in

13 Mississippi and throughout the United States by creating a more vibrant national rival to

14 compete with today's two predominant providers, Verizon and AT&T.

15

16 The proposed SoftBank/Sprint transaction will make Sprint a more effective competitor

17 to Verizon and AT&T by providing Sprint the financial resources needed to accelerate

18 and expand its broadband deployment in Mississippi and other parts of the country. The

19 transaction is designed to enable Sprint to take advantage of an $8 billion capital

20 infusion, scale efficiencies, and SoftBank's expertise and resources as a leading mobile

21 Internet company to provide better, more innovative broadband services to consumers

22 throughout the United States. Sprint's wireline operations will benefit from the improved

23 balance sheet that will result from the capital infusion from SoftBank. This stronger

6


1 fmancial foundation will allow Sprint to increase its network investment, accelerate its

2 broadband deployment, and improve its coverage. The greater fmancial resources also

3 can be used by Sprint to offer a wider range of devices and services to Mississippi

4 consumers. Mississippi consumers should benefit from faster download speeds and

5 technology and service innovation. The resulting greater competition and innovation can,

6 in turn, stimulate economic growth and promote job creation.

7 Q: Does this conclude your Testimony?

8 A: Yes, it does.

7


BEFORE THE

MISSISSIPPI PUBLIC SERVICE COMMISSION

In the Matter of:

Joint Application for Approval of )The Indirect Transfer of Control of ) Docket No.Sprint Conununications Company L.P. to )Starburst II )

In accordance with the Mississippi Public Service Commission's Public Utility Rules ofPractice and Procedure you are hereby given notice that on or about November 26, 2012, SprintCommunications L.P. filed an application for approval of a transfer of control as noted above.Unless otherwise allowed by the Commission, Petitions to Intervene should be filed on or beforetwenty (20) days from the date a proposed intervenor first receives actual or constructive noticeof this proceeding.

This cause is returnable to the regular meeting of the Commission to be held at 10:00a.m. on December 19, 2012, at the Mississippi Public Service Commission or as soon thereafteras the matter may be taken up. Additional information concerning this proceeding may beobtained from the Commission at the following address:

Mr. Brian U. Ray, Executive SecretaryMississippi Public Service Commission2ndFloor, Woolfolk State Office BuildingPost Office Box 1174Jackson, Mississippi 39215-1174(601) 961-5400

This the 26 day of November, 2012.

Robert P. Wise (MSB #7337)

OF COUNSEL:Robert P. WiseSHARPE & WISE PLLC120N. Congress Street, Suite 902Jackson, MS 39201Telephone: 601-968-5561 EXHIBITFacsimile: 601-326-9471Cell: 601-918-7397 8 yEmail: [email protected]


AT&TCommunications ofthe South - TC-123-0790-00 BirchTelecom ofthe South, Inc. - TC-123-1839-01Mr.William Harris Ms. Angela HokeRoom 700, Landmark Center 2300 Main Street175 East CapitolStreet Suite 340Jackson, MS39201 Kansas City, MO 64108-2415

Charter Fiberlink MS - CCVI, LLC - TC-123-2108-01 France TelecomCorporateSolutions,LLC- TC-123-2144-01Ms. Betty Sanders Mr.Joe Topel12405 Powemcourt Drive 13775 McLearen Rd.

Mailstop 1100St. Louis, MO63131 Oak Hill,VA20171

MCI Communications Services, Inc. - TC-123-1510-02 Rosebud Telephone, LLC- TC-123-2347-01Ms. Missie Burris Ms. Edna Becker5055 NorthPoint Parkway Box 597

Alphafetta,GA 30022 Rosebud, TX 76570

SprintCommunications Company L.P. - TC-123-0817-00 United American Technology, Inc. - TC-123-2249-00Mr.WilliamAtkinson Mr.Tom Anderson3065 Akers MillRd.SE, 7th FL 1401 Fretz DriveMailstop GAATLDO704Atlanta, GA 30339 Edmond,OK 73003

Zayo Group, LLC - TC-123-2349-01Mr. Dan Caruso400 Centennial ParkwaySuite 200Louisville, CO 80027

EXHIBIT


intelePeer, Inc. - TC-123-2319-01 1-800-RECONEX, INC. - TC-123-1525-00Mr.Andre Simone Mr.Andy Horton2855 Campus Drive, Ste. 200 2500 Industrial Avenue

P.O. Box 9San Mateo, CA 94403 Hubbard, OR 97032

Access Point, Inc. - TC-123-1518-01 ACN Communication Services, Inc. - TC-123-1793-01Mr. Richard Brown1100 Cresœnt Green Legal DepartmentSuite 109 1000 Progress PlaceCary, NC 27518 Concord, NC 28025

Airespring, Inc. - TC-123-2068-01 ALEC, LLC - TC-123-1884-00Mr.Avi Lonstein Mr. Mark Hayes6060 Sepulveda Blvd. 250 W Main StreetSuite 220 Suite 1920Van Nuys, CA 91411-2512 Lexington, KY40507

Altemative Phone, Inc. -- TC-123-2067-00 American Fiber Network, Inc. - TC-123-2213-00Mr. Robert Hipke Mr. Bob innesP. O. Box 4230 9401 Indian Creek Parkway

Suite 280Ocala, FL 34478 Overland Park, KS 66210

AT&TCommunications ofthe South - TC-123-0790-02 Baldwin County Intemet/DSSI Serv , LLC- TC-123-2091-00Mr.William Harris Mr.Harold BailesRoom 700 Landmark Center P. O. Box 1245175 East Capitol StreetJackson, MS39201 Gulf Shores, AL36542

Bandwidth.com CLEC,LLC - TC-123-2262-00 Bay Springs Communications,Inc. - TC-123-2147-00Ms. Lisa Freeman Mr. Robert GuerrieroVenture Center III- 5th Floor P.O.Box 22923900 Main Campus DriveRaleigh, NC 27606 Jackson, MS39201

BellSouth Long Distance, Inc. - TC-123-1530-01 Benchmark Communications,L.L.C. - TC-123-2185-00Mr.Thomas Margavio Mr.Mark GuidryAT&TCustomer Advocacy Cntr. 106 Metairie Lawn675 W. Peachtree, Room 17E21 Suite 200Atlanta, GA 30308 Metairie,LA70005

Big River Telephone Company, LLC- TC-123-1923-01 Birch Communications,Inc. - TC-123-1780-01Mr.Gerard Howe Ms. Angela Hoke24 South Minnesota 2300 Main Street

Suite 340Cape Girardeau, MO 63701 Kansas City, MO 64108

BirchTelecom ofthe South, Inc. - TC-123-18394)0 Broadview Networks, Inc. - TC-123-2263-01Ms. Angela Hoke Mr. Michael Robinson2300 Main Street 1018 West 9th Ave.Suite 340Kansas City,MO64108-2415 King of Prussia, PA 19406

Broadvox-CLEC, LLC - TC-123-2299-01 Broadwing Communications, LLC - TC-123-2047-01Mr.Alex Gertsburg Mr. Douglas Richards1950 N. Stemmons Fwy. 1025 Eldorado Blvd.Suite 3031Dallas, TX 75207 Broomfield, CO 80021


Budget Prepay, Inc. - TC-123-1668-00 BullsEye Telecom,Inc. - TC-123-2041-01Mr. R. Hyde Mr David Bailey1325 Barksdale Blvd. 25925 Telegraph Rd.Suite 200 Suite 210Bossier City,LA71111 Southfield, MI48033

Business Telecom Inc. - TC-123-1152-01 CallisCommunications,Inc. - TC-123-2227-00Ms. Shannon Wagner Mr. Dean Parker, Jr.7037 Old Madison Pike 720 Oak CircleDrive EastSuite 400 Suite 100Huntsville, AL 35806 Mobile,AL 36609

Cellular South, Inc. - TC-123-0900-03 CenturyTel Acquisition LLC - TC-123-2158-01Mr. Hu Meena Mr.Ted Hankins1018 Highland Colony Parkway 100 CenturyLink Dr.Suite 330Ridgeland, MS 39157 Monroe, LA71203

CenturytelFiber Company,II, LLC - TC-123-2155-00 CenturyTel Solutions,LLC - TC-123-1748-00Mr.Ted Hankins Mr.Ted Hankins100 CenturyLink Dr. 100 CenturyLink Dr.

Monroe, LA71203 Monroe, LA71203

Charter Fiberlink MS - CCVI, LLC - TC-123-2108-00 Cincinnati BellAny Distance, Inc. - TC-123-2094-01Ms. Betty Sanders Mr.John Cassidy12405 Powetscourt Drive 221 East Fourth Street

Room 103-1170St. Louis, MO 63131 Cincinnati, OH 45202

Columbia Telecommunications, Inc. - TC-123-1418-00 Comcast Phone of Mississippi, LLC- TC-123-2196-00Mr.Jeff Giles Mr. Rick Wolfe727 High Street 600 GalleriaParkway

Suite 1100Houma,LA70360 Atlanta, GA 30339

CommunicationLines,Inc. - TC-123-2238-00 Contact Network, Inc. - TC-123-1993-00Mr Stan Efferding Mr.Martin Costa3632 Soundview Drive 600 Lakeshore Parkway

University Place, WA97466 Birmingham, AL 35209

Covista, Inc. - TC-123-1646-01 Credit Loans, Inc. - TC-123-1742-00Mr.Warren Feldman Mr. Larry Miller225 E. 8th St. 102 SimontonSuite 400Chattanooga, TN 37402 Conroe, TX 77301

Crexendo Business Solutions, Inc. - TC-123-2329-01 DAVCO,INC. - TC-123-1449-00Mr.Jeff Kom Mr Jimmy Davidson1303 N. Research Way 819 CarverSt.

Orem, UT 84097 West Point, MS 39773

DeltaCom, Inc. - TC-123-1076-01 Dialog Telecommunications, Inc. - TC-123-2070-00Ms. Shannon Wagner Mr.Jim Bellina7037 Old Madison Pike 5555 77 Center DriveSuite 400 Suite 220Huntsville, AL 35806 Charlotte, NC 28217


DiamondTelephoneServices, Inc. - TC-123-1491-00 DIECACommunications,Inc. - TC-123-1775-00Mr. Charles Fail Katherine MudgeP.O. Box 922 6800 KollCenter Parkway

Bay Springs, MS 39422 Pleasanton, CA 95131

dishNET WirelineL.L.C. -- TC-123-2364-00 Dixie Net Communications, Inc. - TC-123-1634.00Mr.NigelAlexander Mr. Jerry Windham2460 West 26th Avenue R O. Box 28Ste. #380-CDenver, CO 80211 Ripley, MS 38663

Dixie-Net Fiber, Inc. - TC-123-2026-00 EarthLink Business, LLC- TC-123-1753-00Mr.Jerry Windham Ms. Penny BewickP.O. Box 28 3000 Columbia House Blvd.

Suite 106Ripley, MS38663 Vancouver, WA98661

EnTelegent Solutions, Inc. - TC-123-2303-00 Emest Communications, Inc. - TC-123-1871-00Mr.WilliamWheeler Mr. Paul Masters3800 Arco Corporate Drive 5275 Triangle ParkwaySuite 310 Suite 150Charlotte,NC28273 Norcross, GA 30092

EveryCallCommunications, Inc. - TC-123-2131-00 ExcelHome Phone, Inc. - TC-123-2119-00Ms.Judith Riley Mr.Shahram Nicktoo5909 NW Expressway P. O. Box 74293

Suite 101Oklahoma City, OK 73132 Baton Rouge, LA70874

Express Phone Service, Inc. - TC-123-1762-00 Fast Phones, Inc. - TC-123-1905-00Mr.Thomas Armstrong Mr.Thomas Adair1803 W. FairField Dr., Unit 1 P. O. Box 20877

Pensacola, FL 32501 Montgomery, AL36120-0877

Four Star Marketing, LLC - TC-123-2324-01 France Telecom Corporate Solutions,LLC- TC-123-2144-00Mr James Black,Jr. Mr.Joe Topel6565 N. QuailHollow Dr. 13775 McLearen Rd.Suite 200 Mailstop 1100Memphis,TN 38120 Oak Hill,VA20171

Frontier Communications ofAmerica, Inc. - TC-123-1853-00 GlobalCapacity Direct, LLC- TC-123-2188-00Ms. Jessica Matushek Mr. Dan Kardatzke, SVP100 CTE Drive 200 S. Wacker Drive

Suite 1650Dallas, PA 18612 Chicago, IL60606

GlobalCapacityGroup, Inc. -- TC-123-2259-00 Global Connection Inc. of America - TC-123-1873-00Mr.George King Mr. David Skogen5909 NW Expressway 5555 OakbrookParkwaySuite 101 Suite 620Oklahoma City,OK 73132 Norcross, GA 30093

Go-Tel, LLC - TC-123-2199-00 Granite Telecommunications, LLC - TC-123-2000-00Mr. Danny Lofton Mr. Robert HaleP. O. Box 118 100 Newport Ave., Ext

Winnsboro, LA71295 Quincy,MA02171


GulfPines Communications,LLC- TC-123-1664-00 Hypercube Telecom, LLC - TC-123-1921-00Mr.Charles Fail Mr. Ronald BeaumontP. O. Box922 3200 West Pleasant Run Road

Suite 300Bay Springs,MS39422 Lancanster, TX 75146

IDTAmerica Corporation - TC-123-1253-01 Image Access, Inc. - TC-123-1638-00Mr. Carl Billek Mr.Jim Dry550 Broad St 111 Veterans Blvd.17th Floor Suite 1620Newark, NJ 07102- Metairie, LA70005

inContact, Inc. - TC-123-2052-01 INetworks Group, Inc. - TC-123-2297-00Ms. Meghan Ruwet Mr. David Smat7730 S. Union Park Ave. 125 South Wacker DriveSuite 500 Suite 2510Midvale, UT 84047 Chicago, IL60606

InfinityNetworks, Inc. - TC-123-1984-00 intellicall Operator Services Inc. -- TC-123-1143-02Ms.Tracy Belt Ms. Marsha Pokomy309 East Mark Street 1049 NE Macedonia ChurchAve.

Marksville, LA71351 Lee, FL 32059

Intrado Communications,Inc. - TC-123-2240-00 Level 3 Communications, LLC - TC-123-1655-01Ms.Colleen Lockett Mr. Douglas Richards1601 Dry Creek Drive 1025 EldoradoBoulevard

Longmont, CO 80503 Broomfield, CO 80021

Lightyear Network Solutions,LLC - TC-123-2096-01 Madison River Communications,LLC- TC-123-1835-00Mr. Stephen Lochmueller Mr.Ted Hankins1901 Eastpoint Parkway 100 CenturyLink Dr.

Louisville, KY40223 Monroe, LA71203

Matrix Telecom Inc. - TC-123-1045-01 MCC Telephony ofthe South, LLC - TC-123-2198-00Mr.Jerry Ou Ms.Anne Sokolin-Maimon433 E. Las Colinas Blvd. 100 Crystal Run RoadSuite 400irving, TX 75039 Middletown, NY 10941

MCimetroAccess Transmission Serv., LLC - TC-123-1641-00 McLeodUSA Telecomm. Services, Inc. - TC-123-1452-02Ms.Missie Burris Mr.Jeffrey Gardner5055 North Point Parkway 4001 N. Rodney Parham Rd.

Alpharetta, GA 30022 Little Rock, AR 72212

Megagate Broadband, Inc. - TC-123-1058-01 Metropolitan Telecommun. of MS, Inc. - TC-123-2174-01Mr. Marty Pulliam Mr. David Aronow6184 US Highway 98 West 55 Water Street, 31st FloorSuite 200Hattiesburg, MS39402 New York, NY 10041

Micro-Comm, Inc. - TC-123-2084-00 Mitel NetSolutions, Inc. - TC-123-2020-01Mr.David Sweatt Mr.Jon Brinton2612 Cameron Street 7300 W. Boston Street

Mobile, AL36607 Chandler, AZ 85226


Momentum Telecom, Inc. - TC-123-1927-00 Navigator Telecommunications, LLC -- TC-123-1771-00Mr.Alan Creighton Mr. David Stotelmyer2700 CorporateDrive 8525 Rivenwood Park DriveSuite 200 P. O. Box 13860Birmingham, AL 35242 NorthLittle Rock, AR 72113-0860

Network Telephone Corporation- TC-123-1609-01 Network USA, LLC - TC-123-2205-00Mr.WilliamHaas Mr.James Davis2134 W. Labumum Ave. 3501 NW Evangeline Thwy

Richmond, VA23227 Carencro, LA70520

Neutral Tandem-Mississippi, LLC- TC-123-2236-01 Nextg Networks of lilinois, Inc. - TC-123-2330-00Ms. Angel Son Mr Robert Millar550 WestAdams Street 890 Tasman DriveSCh

IL60661 Milpitas, CA 95035-7439

NextGenCommunications,Inc. - TC-123-2332-00 Nexus Communications, Inc. - TC-123-2114-00Mr Thomas Brandt Mr.Steven Fenker275 West Street 3629 ClevelandAvenueSuite 400 Suite CAnnapolis, MD21401 Columbus, OH 43224

Norlight, Inc. - TC-123-2247-00 Norris Telecom, LLC- TC-123-2056-00Ms. Lezlie Young Mr.Wayne Norris4001 Rodney Parham Road 2534 Murrell Road

Little Rock, AR 72212 Santa Barbara, CA 93109-1859

NOS Communications Inc. - TC-123-1316-01 PEG Bandwidth MS, LLC - TC-123-2361-00Mr.Joseph Koppy Mr. Richard Ruben250 Pilot Road 3 Bala Plaza

Suite 502Las Vegas, NV 89119 Bala Cynwyd, PA 19004

PNG Telecommunications, Inc. - TC-123-1716-01 QualityTelephone, Inc. - TC-123-2167-00Jules Coffman Mr. Frank McGovem100 Commercial Drive P.O.Box 7310

Fairfield, OH 45014 Dallas, TX 75200

QuantumShiftCommunications, Inc. - TC-123-1769-00 Qwest CommunicationsCompany,LLC - TC-123-1312-01Ms. Jenna Brown Mr. Glen Post12657 Alcosta Blvd. 1801 Califomia St.Suite 418 10th FloorSan Ramon, CA 94583 Denver, CO 80202

RingConnection,Inc. - TC-123-1995-00 Rosebud Telephone, LLC - TC-123-2347-00Ms. Holley Burlison Ms. Edna Becker981 South Ferdon Blvd. Box 597

Crestview, FL 32539 Rosebud, TX 76570

Select Connect Communications, LLC - TC-123-1986-01 Southem Light, L.L.C. - TC-123-2118-01Mr. Charles Moffatt Mr.Greg Tapscott1960 McCullough Blvd. 156 St. Anthony Street

Tupelo, MS 38801 Mobile,AL36603


Southem Telecommunications Co. LLC - TC-123-1600-00 Spectrotel, Inc. - TC-123-2159-00Mr. David Goodwin Mr.Jack DayanP.O. Box12865 3535 State Highway 66

Suite 7Jackson, MS39236 Neptune, NJ 07753

SprintCommunications Company L.P. - TC-123-0817-02 TalkAmerica inc. - TC-123-1112-02Mr.WilliamAtkinson Mr.William Haas3065Akers MillRd.SE, 7th FL 2134 W Labumum Ave.MailStopGAATLDO704Atlanta, GA 30339 Richmond, VA23227

TCSystems, Inc. - TC-123-2111-00 TEC of Jackson, Inc. - TC-123-0820-01Mr.William Harris Mr.James MoffatRoom 700, Landmark Center P.O. Box 940

175 East Capitol StreetJackson, MS 39201 Jackson, MS39205-0940

Tecinfo Communications,LLC- TC-123-2050-00 TelCoveOperations, LLC- TC-123-1814-00Mr.BillyHayman Mr.DouglasRichards601 Hwy 82 East 1025 Eldorado Blvd.

Leland, MS38756 Broomfield, CO 80021

Telepak Networks, Inc. - TC-123-1741-00 Tennessee Telephone Service, LLC- TC-123-2125-00Mr. Larry Morrison Mr. Bart Howard1018 Highland Colony Parkway 220 Creekside DriveSuite 400

Ridgeland, MS39157 Dickson, TN 37055

The Other Phone Company,Inc. - TC-123-1612-00 Trans National Commun. Intemat'l, Inc. - TC-123-1750-01Mr.William Haas Mr. Brian Twomey2134 W Labumum Ave. 2 Charlesgate West

Richmond, VA23227 Boston, MA02215

twtelecom of mississippillc - TC-123-1991-00 UnityTelecom,LLC - TC-123-1690-00Ms. CarolynRidley Mr. Charles Scneider10475 Park Meadows Drive 1330 CapitalParkway

Littleton, CO 80124 Carrollton, TX 75006-

Universal Telecom, Inc. -- TC-123-1725-00 US LEC ofTennessee LLC - TC-123-1720-01Mr. Robert Freeland Ms. Bettye Willis208 Parker Drive 13560 Morris Road

LaGrange,KY40031- Milton, GA 30004

VelocityThe Greatest Phone Co. Ever inc - TC-123-2312-01 Wholesale CarrierServices, Inc. - TC-123-1992-01Mr.WilliamWemer Mr. Chris Barton7130 Spring Meadows DriveWest 5471 N. University Drive

Holland, OH 43528 CoralSprings,FL 33067

WiMacTel, Inc. - TC-123-2340-00 Windstream KDL,Inc. - TC-123-2123-00Mr.James MacKenzie M. BettyeWillis2225 East Bayshore Road 13560 Morris Road, Suite 2500Suite 200Palo Alto, CA 94303-3220 Milton,GA 30004


Windstream NuVox, Inc. - TC-123-1606-01 WirelessLand Technologies, Inc. - TC-123-1911-00Ms. Bettye Willis Mr.Jerry Windham13560 Morris Road, Suite 2500 P. O. Box 28

Milton,GA 30004 Ripley, MS 38663

XFone USA, Inc. - TC-123-2121-00 XOCommunications Services, LLC.- TC-123-2124-00Mr.Jerry Hoover Ms. KellyFaul5307 W Loop 289 13865 Sunrise Valley Drive

Lubbock, TX 79414 Herndon, VA20171

YMax Communications Corp. - TC-123-2203-00 Zayo Group,LLC - TC-123-2349-00Mr. Peter Russo Mr. Dan CarusoP. O. Box 6785 400 CentennialParkway5700 Georgia Ave. Suite 200West Palm Beach, FL 33405-6785 Louisville, CO 80027


CERTIFICATE OF SERVICE

I, Robert P. Wise, one of the attorneys for Applicants, do hereby certify that I

have filed the original and twelve (12) copies of the foregoing Application by hand

delivery to:

Mr. Brian U. Ray, Executive SecretaryMississippi Public Service Commission2nd Floor, Woolfolk State Office BuildingJackson, Mississippi 39201

and that, in the filing of the Joint Application, I have complied with the Commission's

Public Utility Rules of Practice and Procedure.

I, Robert P. Wise, do also certify in accordance with Rule 2.115 of the

Commission's Rules of Practice and Procedure, that I have as an attorney for applicant,

caused to be served by United States Mail, postage pre-paid a Notice of the Joint

Application herein, in substantially the same form as included in an exhibit herein, to the

other certificated providers from the MPSC utility data base maintained by the

Commission's Executive Secretary offering the same type of services as applicant and as

listed in an exhibit to the Application, in satisfaction of the Commission's requirements.

This the 26 day of November, 2012.

Robert P. Wise (MSB #7337)

SHARPE & WISE PLLC

120 N. Congress Street, Suite 902Jackson, MS 39201Telephone: 601-968-5561Facsimile: 601-326-9471Cell: 601-918-7397Email: [email protected]


umarr c witggTransaction Agreements NOV2 6 2012

Mt68.Vatiue oERVICECOMMISSION

12 -UA-4 0 3


S 8-K 10/15/2012

Section 1: 8-K (8-K)

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2012 (October 15, 2012}

SPRINT NEXTEL CORPORATION(Exact name of registrant as specified in its charter)

Kansas 1-04721 48-0457967(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

6200 Sprint Parkway,Overland Park, Kansas 66251

(Address of principal executive offices, including zip code)

(800) 829-0965(Registrant's telephone uumber, including area code)

Not Applicable(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 theibilowing provisions (see General Instructions A.2. below):

O Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

121 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12)

O Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

O Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (17 CFR 240.13e-4(c)}


Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On October 15, 2012, Sprint Nextel Corporation, a Kansas corporation (the "Company"), entered into an Agreement and Plan of Merger (Lhe"Merger Agreement) with SOFTBANK CORP., a Japanese kabushiki kaisha ("SoilBank"), Starburst I, Inc., a Delaware corporation and a directwholly owned subsidiary of SoflBank ("HoldCo"), Starburst II, Inc.. a Delaware corporation and adirect wholly owned subsidiary of HoldCo("Parent"), and Starburst III, Inc., a Kansas corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, at theetTective time of the Merger (the "Effective Time"), Merger Sub will merge with and into the Company, with the Company surviving the merger as awholly owned subsidiary of Parent (the "Merger"). Upon consummation of the Merger, Parent will be renamed Sprint Corporation.

Pursuant to the Merger Agreement and upon the terms and subject to the conditions described therein, each outstanding shareof Series Icommon stock, $2.00 par value per share, ofthe Company ("Company Common Stock"). other than shares cancelled and retired at the EffectiveTime (as delined in the Merger Agreement) or held by Parent and Dissenting Shares (as defined in the Merger Agreement), will be converted at theEffective Time into either (i) with respect to shares of Company Common Stock for which an election to receive cash has been effectively made,subject to the election and allocation procedures in the Merger Agreement, cash in an amount equal to $7.30 (subiect to proration), (ii) with respectto shares of Company Common Stock for which an election to receive common stock, $0.01 par value per share. of Parent ("Parent Common Stock")has been effectively made, one sharcof Parent Common Stock (subject to proration), or (iii) with respect to shares of Company Common Stock forwhich no election to receive cash or Parent Common Stock has been effectively made, either (x) cash in an amount equal to $730. (y) one share ofParent Common Stock or (z) a combination of cash and a fraction of a shareof Parent Common Stock (collectively. the "Merger Consideration").Immediately following the Merger, subject to the terms of the Merger Agreement, it is expected that HoldCo will hold shares of Parent CommonStock representing approximately 69.642% of the fully-diluted equity of Parent (excluding shares of Parent Common Stock issuable upon exerciseof the warrant contemplated by the Warrant Agreement discussed below), and the former stockholders and other former equityholders of theCompany will hold, collectively, shares of Parent Common Stock and other equity securities of Parent collectively representing approximately30.358% of the fully-dilutedequity of Parent (excluding shares of Parent Common Stock issuabic upon exercise of the warrant contemplated by theWarrant Agreement discussed below). The exchanges for Parent Common Stock that occur pursuant to the Merger. taken together, are expected toconstitute exchanges described in Section 35 I of the internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.

At or prior to the Effective Time. SoftBank will cause HoldCo (i) to contribute to Parent not less than $17.04 billion (of which amount $12.l4billion will be paid to the Company's stockholders as part of the Merger Consideration and $4.9 billion will remain in the cash balances of Parentfolowing the Effective Time) and (ii) to enter into a Warrant Agreement with Parent substantially in the form attached to the Merger Agreement(the "Warrant Agreement"). Pursuant to the Warrant Agreement, for a period of five years after the Elfective Date, HoldCo will have the right topurchase up to 54,579,924 shares of Parent Common Stock for a price of $5.25per share.

The consummation of the Merger is subjcct to obtaining the affirmative vote ofthe holders of a majority of the outstanding shares ofCompany Common Stock in favor of the adoption of the


Merger Agreement. The consummation of the Merger is also subject to the performance ofeovenants and the satisfaction ofcertain otherconditions, including, among other things, (i) the effectiveness ofthe registration statemem for the shares of Parent Common Stock to be issued inthe Merger, and the approval of the listing of such shares on the New York Stock Exchange (the "NYSE"), (ii) receipt ofeertain regulatoryapprovals, including approvals of the Federal Communications Commission, applicable state public utility commissions, expiration or terminationof the applicable waiting period under the Hart-Scott-Rodino Antitrust improvements Actof 1976 and certain applicable non-U.S. competitionlaws. favorable completion of review by the Committecon Foreign Investments in the United States ("CFIUS") and the approval by the DefenseSecurity Services of a plan to operate the business of the Company and its subsidiaries pursuant to a foreign ownership, control or influence("FOCI") mitigation plan, and (iii) no material adverse effect with respect to the Company since the date of the Merger Agreement.

The Merger Agreement contains representations and warranties and covenants customary for a transaction of this nature. The Company issubject to restrictionson its ability to solicit alternative acquisition proposals and to provide information to, and engage in discussion with, thirdparties regarding such proposals, except under limited circumstances to permit the Company's board of directors to comply with its fiduciaryduties.

The Merger Agreement contains certain termination rights for both the Company and Parent. Upon termination of the Merger Agreement,under specified circumstances (including in connection with a superior offer), the Company may be required to pay a termination fee of $600 millionto Parent. In addition, ifthe Merger Agreement is terminated because the Company's stockholders do not approve and adopt the MergerAgreement, and prior to such termination certain triggering events described in the Merger Agreement have not occurred, then the Company maybe required to reimburse Parent for its fees and expenses incurred in connection with the Merger Agreement up to $75 million. Upon termination ofthe Merger Agreement, under specified circumstances (including failure of Parent to obtain tinancing), Parent may be required to pay a reversetermination fee of $600 million to the Company.

In accordance with the Merger Agreement, upon consummation of the Merger, the Parent board of directors will etmsist of ten members,comprising six directors appointed by SoftBank (of which six members, three will be independent directors under the listing standards of theNYSE), three independent directors selected from the Company's board of directors immediately prior to the Effective Time, and the Company'schief executive officer.

The representations and warranties of the Company contained in the Merger Agreement have been made solely tor the benefit of SoftBank,HoldCo, Parent and Merger Sub. In addition, such representations and warranties (A) have been made only for purposes of the MergerAgreement, (B) have been qualified by documents flied with the Securities and Exchange Commission (the "SEC") by the Company on or afterJanuary I, 2012 and prior to the date of the Merger Agreement, (C) have been qualilled by confidential disclosures made to SoftBank, HoldCo,Parent and Merger Sub in connection with the Merger Agreement, (D) are subject to materiality qualifications contained in the Merger Agreement,which may differ from what may be viewed as material by investors, (E) were made only as of the date of the Merger Agreement or such other dateas is specified in the Merger Agreement and (F) have been included in the Merger Agreement for the purpose of allocating risk between thecontracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provideinvestors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regardingthe Company or its business. Investors should not rely on the


representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any ofits subsidiaries or affiliates, Moreover, information concerning the subject matter of the representations and warranties may change after the dateof the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. The MergerAgreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that has been,is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q.Forms 8-K, proxy statements, registration statements andother documents that the Company files with the SEC.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement,which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

ßond Purchase Agreementin connection with the Merger Agreement, on October 15, 2012, the Company entered into a Bond Purchase Agreement (the "Bond Purchase

Agreement") with Parent pursuant to which Parent has agreed to purchase from the Company a Bond (the "Bond") in the principal amount of $3.1billion, which Bond is convertible, subject to the provisions of the Bond Purchase Agreement, into an aggregate of 590,476,190 shares of CompanyCommon Stock, or approximately 19.65% of the current outstanding shares of Company Common Stock (pre-conversion), subject to adjustment inaccordance with the terms of the Bond Purchase Agreement. If not earlier converted, principal and any accrued but unpaid interest under the Bondwill be due and payable on October 15, 2019. The principal balance of the Bond will bear interest at 1.0% per annum, with interest payabic semi-annually in arrears on April 15 and October 15, beginning on April 15, 2013.

Immediately prior to the Effective Time, the Bond will be converted into shares of Company Common Stock in accordance with the terms andconditions of the Bond Purchase Agreement, and the Bond may not otherwise be converted prior to the termination of the Merger Agreementwithout consummation of the Merger. Parent may convert the Bond into Company Common Stock at any time after the termination of the MergerAgreement without consummation of the Merger. Conversion of the Bond is subject in any case to receipt of any required approvals and, subjectto cenain exceptions, to receipt of waivers under the Company's existing credit facilities.

The Company has agreed to certain registration rights with respect to the Company Common Stock issuable upon conversion of the Bond.Subject to certain exceptions, Parent may not transfer the Bond without the Company's consent.

Upon conversion of the Bond in full, and for so long as Parent and its afilliates hold (i) at least 10% of the total number of shares ofCompany Common Stock then outstanding, Parent shall have the right to designate two members of the Company's board of directors or (ii) lessthan 10%, but at least 5%, of the total number of shares of Company Common Stock then outstanding, Parent shall have the right to designate onemember of the Company's board of directors, provided the Merger Agreement has been terminated without consummation of the Merger. TheCompany will use its commercially reasonable best efforts to facilitate the appointment of the individuals designated by Parent to be elected as amember of the Company's board of directors. Parent's right to designate members of the Company's board of directors will terminate if Parent sellsor otherwise disposes of any of the Company Common Stock received upon conversion of the Bond.


The closing of the purchase and sale of the Bond under the Bond Purchase Agreement is expected to occur on or before October 24, 2012,subject to the satisfaction of the conditions set forth therein. If such conditions are satisfied, and Parent fails to purchase the Bond pursuant tothe terms of the Bond Purchase Agreement on or prior to October 24, 2()l2, subject to certain conditions, the Company wil have the right toterminate the Bond Purchase Agreement and also the Merger Agreement. In addition to the foregoing termination right. the Bond PurchaseAgreement will terminate pursuant to its terms if the Merger Agreement is terminated prior to the closing ofthe transactions contemplated under

the Bond Purchase Agreement.

The foregoing description of the Bond Purchase Agreement is not complete and is qualified in its entirety by reference to the ßond PurchaseAgreement, which is filed as Exhibit 10.1 bereto and is incorporated herein by reference.

Item 2,03 Creation of a Direct Financial Obligation or an Ohligation under an Off-Balance Sheet Arrangement of a Registrant.

See the description under the heading "Bond Purchase Agreement" set out under "Item 1.01 - Entry into a Material Definitive Agreement,"which is incorporated by reference into this item 2.03.

Item 3.02 Unregistered Sales of Equity SecuritiesSee the description under the heading "Bond Purchase Agreement" set out under "Item 1.01 - Entry into a Material Definitive Agreement,"

which is incorporated by reference into this (tem 3.02.

Item 9.01 Financial Statements and Ethibits.

(d) Exhibits.

ExhibitNumber Description

2.1 Agreement and Plan of Merger, dated as of October 15, 2012, by and among Sprint Nextel Corporation, SOFTBANK CORP.,Starburst I, Inc., Starburst 11,Inc. and Starburst III, Inc.*

10.1 Bond Purchase Agreement, dated as of October 15, 2012, by and between Sprint Nextel Corporation and Starburst 11,Inc.*

* This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementallyto the Securities and Exchange Commission upon request by the Commission.

Cautionary Statement Regarding Forward Looking StatementsThis document includes "forward-looking statements" within the meaning ofthe securities laws. The words "may," "could," "should,"

"estimate," "project," "forecast." intend." "expect," "anticipate," "believe," "target," "plan," "providing guidance" and similar expressions areintended 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") andSOFTBANK CORP. ("SoñBank") and its group companics. including Starburst II, Inc. ("Starburst II") pursuant to a merger agreement and bondpurchase agreement. All statements, other than historical facts, including statements regarding the expected timing of the closing of thetransaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of thetransaction such as improved operations, enhanced revenues and cash now,growth potential, market profile and linancial strength; thecompetitive 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 placeundue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations

include, among others, that (I) 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 requiredapproval by Sprint's stockholders may not be obtained; (2) there may be a material adverse change of SoftBank or Sprint or the respectivebusinesses of SoftBank or Sprint may suiTer as a result of uncertainty surrounding the transaction; (3) the transaction may involve unexpectedcosts, liabilitics or delays; (4) legal proceedings may be initiated related to the transaction; and (5) other risk factors as detailed from time to time inSprints and Starburst iPs reports filed with the Securities and Exchange Commission ("SEC"i including Sprint's Annual Report on Form 10-K forthe year ended December 31, 2011 and QuarterlyRepodon Form 10-Qfor the quarter ended June 30, 2012 and the proxy statement/prospectus tobe contained in Starburst IPs 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 theexpected benefits of the merger will be realized.

None of Sprint, Softßank or Starburst 11undertakes any obligation to update any forward-k>oking statement to reflect events orcircumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not toplace undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

la connection with the proposed strategic combination, Starburst 11plans to file with the SEC a Registration Statement on Form S-4 that willinclude a proxy statement of Sprint.and that also will constitute a prospectus of Starburst II. Sprint will mail the proxy statement/prospectus to itsstockholders, INVESTORS ARE URGED TO READ THE PROXYSTATEMENT/PROSPECTUS WHEN IT ßECOMES AVAILABLE ßECAUSE (TWILL CONTAIN IMPORTANT INFORMATKJN. The proxy statementíprospectus, 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 thetransaction also may be obtained, free of charge, from Sprint's web site (www.sprint.com) under the tab "About Us -- Investors" and then underthe heading "Documents and Filings - SEC Filings," or by directing a request to Sprint, 6200 Sprint Parkway, Overland Park, Kansas 6625 I,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:

[email protected].

Participants in the Merger SolicitationThe respective directors, executive oiTicers and employees of Sprint, Soft Bank, Starburst 11and 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 oflicers is available inits Annual Report on Form 10-K for the year ended December 31, 2011. Other information regarding the interests of such individuals as well asinformation regarding SoftBank's and Starburst II's directors and executive officers will be available in the proxy statement/prospectus when itbecomes availabic. 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 otTer to buy any securities, nor shallthere be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualificationunder the securities laws ofany such jurisdiction.No offer of securities shall be made except by means of a prospectus meeting the requirementsof Section 10 of the Securities Act of 1933. as amended.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Actof 1934.as amended, the registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized.

SPRINT NEXTEL CORPORATlONDate: October 15, 20I2

ßy: Is/ Timothy O'GradyTimothy O'GmdyAssistant Secretary
