Obligation Softbank Group 4.5% ( US83404DAA72 ) en USD

Softbank Group

100 % ⇌

Japon

US83404DAA72 ( en USD )

4.5% par an ( paiement semestriel )

14/04/2020 - Obligation échue

Prospectus brochure de l'obligation Softbank Group US83404DAA72 en USD 4.5%, échue

200 000 USD

2 485 000 000 USD

83404DAA7

SoftBank Group est une société holding japonaise dont les investissements couvrent un large spectre, incluant la technologie, les télécommunications, l'énergie renouvelable et l'immobilier, avec des participations notables dans des entreprises comme Alibaba et Arm.

L'Obligation émise par Softbank Group ( Japon ) , en USD, avec le code ISIN US83404DAA72, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2020

OFFERING MEMORANDUM
STRICTLY CONFIDENTIAL
SoftBank Corp.
$2,485,000,000 41/2% Senior Notes due 2020
625,000,000 45/8% Senior Notes due 2020
SoftBank Corp. is offering $2,485,000,000 aggregate principal amount of its 4 1/2% Senior Notes due 2020 (the
"Dollar Notes") and 625,000,000 aggregate principal amount of its 4 5/8% Senior Notes due 2020 (the "Euro Notes" and
together with the Dollar Notes, the "Notes"). The maturity date of the Notes is April 15, 2020. We will pay interest on the
Notes semi-annually on April 15 and October 15 of each year, commencing October 15, 2013.
The Notes will be general senior unsecured obligations of SoftBank Corp. They will rank equally in right of payment
with all of SoftBank Corp.'s existing and future unsecured senior debt and will be senior in right of payment to any of its
future subordinated indebtedness. The Notes will be guaranteed (the "Note Guarantees") by certain of our subsidiaries (the
"Note Guarantors"). Each Note Guarantee by a Note Guarantor will rank equally with all existing and future senior
indebtedness of the Note Guarantor. The Notes and Note Guarantees will be effectively subordinated to our existing and
future secured indebtedness and structurally subordinated to the indebtedness of our subsidiaries that are not providing a Note
Guarantee. For a more detailed description of the Notes and the Note Guarantees, see "Description of the Notes".
At any time we may redeem all or part of the Notes by paying a "make-whole" premium as set forth in this offering
memorandum. We may also redeem the Notes upon certain changes in tax laws. In the case of a change of control triggering
event, we may be required to make an offer to purchase the Notes.
Approval in-principle has been received for the listing of the Notes on the Singapore Exchange Securities Trading
Limited (the "SGX-ST"). The SGX-ST assumes no responsibility for the correctness of any of the statements made or
opinions expressed or information contained in this offering memorandum. Admission of the Notes to the official list of the
SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the offering, us, our
subsidiaries or associated companies (if any) or the Notes. Currently, there is no public market for the Notes.
The Notes and the Note Guarantees have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction. The Notes are being
offered and sold only to (1) qualified institutional buyers ("QIBs") (as defined in Rule 144A under the U.S. Securities
Act) and (2) non-U.S. persons outside the United States in compliance with Regulation S under the U.S. Securities Act.
See "Notice to Investors" for additional information about eligible offerees and transfer restrictions.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on
page 22.
Dollar Notes Issue Price: 100% plus accrued interest from the issue date.
Euro Notes Issue Price: 100% plus accrued interest from the issue date.
We expect that the Notes will be made ready for delivery, in book-entry form on or about April 23, 2013, against
payment in immediately available funds.
Sole Global Coordinator
Deutsche Bank
Joint Bookrunners for the Dollar Notes
Deutsche Bank
BofA Merrill Lynch
Crédit Agricole CIB
Mizuho Securities
Morgan Stanley
Nomura
Joint Bookrunners for the Euro Notes
Deutsche Bank
Crédit Agricole CIB
Mizuho Securities
Nomura
The date of this offering memorandum is April 18, 2013.

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
Neither we nor any of Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Crédit Agricole Corporate and Investment Bank, Mizuho Securities
USA, Inc., Mizuho International plc, Morgan Stanley & Co. LLC, Nomura International plc, and Nomura
Securities International, Inc. (the "Initial Purchasers") have authorized any other person to provide you with
information different or inconsistent from what is included in this offering memorandum. If anyone provides you
with different or inconsistent information, you should not rely on it.
The information in this offering memorandum is current only as of the date on the cover, and our business
or financial condition and other information in this offering memorandum may change after that date. You
should not consider any information in this offering memorandum to be legal, business, accounting or tax advice.
You should consult your own attorney, business advisor, accountant and tax advisor for legal, business,
accounting and tax advice regarding an investment in the Notes. In making an investment decision, you must rely
on your own examination of our business and the terms of this offering and the Notes, including the merits and
risks involved.
If you purchase the Notes, you will be deemed to have made certain acknowledgements, representations
and warranties as detailed under "Notice to Investors". You may be required to bear the financial risk of an
investment in the Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell
the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. We do not make any
representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit
a public offering in any jurisdiction where action would be required for that purpose.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations
in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval
or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in
force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we
nor the Initial Purchasers shall have any responsibility therefor.
We have prepared this offering memorandum solely for use in connection with the offer of the Notes to
qualified institutional buyers under Rule 144A under the U.S. Securities Act and outside the United States to
persons other than U.S. persons in accordance with Regulation S under the U.S. Securities Act. You agree that
you will hold the information contained in this offering memorandum and the transactions contemplated hereby
in confidence. You may not distribute this offering memorandum to any person, other than a person retained to
advise you in connection with the purchase of the Notes.
None of the Initial Purchasers represent or warrant that the information herein is accurate or complete. By
receiving this document you acknowledge that (i) you have not relied on the Initial Purchasers, any U.S. selling
agent or any of their affiliates in connection with your investigation of the accuracy of the information in this
document or your investment decision and (ii) no person has been authorized to give any information or make
any representation concerning us or the Notes offered hereby other than as contained herein and, if given or
made, such other information or representation should be not be relied upon as having been authorized by us, any
Initial Purchaser or any U.S. selling agent or any of their affiliates.
We reserve the right to withdraw this offering of the Notes at any time. We and the Initial Purchasers may
reject any offer to purchase the Notes in whole or in part, sell less than the entire principal amount of the Notes
offered hereby or allocate to any purchaser less than all of the Notes for which it has subscribed.
IN CONNECTION WITH THIS OFFERING DEUTSCHE BANK AG, LONDON BRANCH (THE
``STABILIZING MANAGER'') (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER)
WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS
OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT
IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ii

The Notes have not been, and will not be, registered under the U.S. Securities Act, or with any securities
regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged
or otherwise transferred except to (i) QIBs in reliance on an exemption from the registration requirements of the
U.S. Securities Act provided by Rule 144A under the U.S. Securities Act or (ii) persons other than U.S. persons
in offshore transactions in reliance on Regulation S under the U.S. Securities Act. You are hereby notified that
sellers of the Notes may be relying on an exemption from the registration provisions of Section 5 of the
U.S. Securities Act provided by Rule 144A under the U.S. Securities Act.
In connection with the Notes being offered in the United States to QIBs in reliance on an exemption from
registration provided by Rule 144A, this offering memorandum is being furnished in the United States on a
confidential basis solely for the purpose of enabling prospective investors to consider the purchase of the Notes.
Its use for any other purpose in the United States is not authorized.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
"SEC"), any state securities commission in the United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of
this offering memorandum. Any representation to the contrary is a criminal offense in the United States.
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended) (the "FIEA"), and are subject to the Act on Special Measures
Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the "Special Taxation Measures Act"). The
Notes may not be offered or sold in Japan, to any person resident in Japan, or to others for reoffering or resale
directly or indirectly in Japan, or to a person resident in Japan, for Japanese securities law purposes (including
any corporation or other entity organized under the laws of Japan) except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws,
regulations and governmental guidelines of Japan.
In addition, the Notes are not, as part of the initial distribution by the Initial Purchasers at any time, to be
directly or indirectly offered or sold to, or for the benefit of, any person other than a gross recipient, except as
specifically permitted under the Special Taxation Measures Act. A "gross recipient" for this purpose is (i) a
beneficial owner that is, for Japanese tax purposes, neither an individual resident of Japan or a Japanese
corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person
having a special relationship with the issuer of the Notes as described in Article 6, Paragraph 4 of the Special
Taxation Measures Act, (ii) a Japanese financial institution or financial instruments business operator as
designated in Article 3-2-2, Paragraph 29 of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended)
relating to the Special Taxation Measures Act that will hold Notes for its own proprietary account or (iii) an
individual resident of Japan or a Japanese corporation whose receipt of interest on the Notes will be made
through a payment handling agent in Japan as defined in Article 2-2, Paragraph 2 of the Cabinet Order. By
subscribing for the Notes, an investor will be deemed to have represented that it is a gross recipient.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE
NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE,
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON
IS LICENSED IN THE STATE OF NEW HAMPSHIRE, CONSTITUTES A FINDING BY
THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION
IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
iii

NOTICE TO CERTAIN EUROPEAN INVESTORS
United Kingdom.
This offering memorandum is directed solely at persons who (i) are outside the
United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial
Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or
(iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of
any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together
being referred to as "relevant persons"). This offering memorandum must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this offering memorandum relates
is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this offering memorandum or any of its contents.
Italy.
None of this offering memorandum or any other documents or materials relating to the Notes
have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"). Therefore, the Notes may only be offered or sold in the Republic of Italy ("Italy") pursuant
to an exemption under article 101-bis, paragraph 3-bis, of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of
14 May 1999, as amended. Accordingly, the Notes are not addressed to, and neither the offering memorandum
nor any other documents, materials or information relating, directly or indirectly, to the Notes can be distributed
or otherwise made available (either directly or indirectly) to any person in Italy other than to qualified investors
(investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b) of CONSOB Regulation No. 11971 of
14 May 1999, as amended from time to time, acting on their own account.
Switzerland.
The Notes offered hereby are being offered in Switzerland on the basis of a private
placement only. This offering memorandum does not constitute a prospectus within the meaning of Art. 652A of
the Swiss Federal Code of Obligations.
The Netherlands.
The Notes (including rights representing an interest in each global note that
represents the Notes) may not be offered or sold to individuals or legal entities in The Netherlands unless a
prospectus relating to the offer is available to the public which is approved by the Dutch Authority for the
Financial Markets (Autoriteit Financiële Markten) or by a supervisory authority of another member state of the
European Union (the "EU"). Article 5:3 Financial Supervision Act (the "FSA") and article 53 paragraph 2 and 3
Exemption Regulation FSA provide for several exceptions to the obligation to make a prospectus available such
as an offer to qualified investors within the meaning of article 5:3 FSA.
Austria.
This offering memorandum has not been or will not be approved and/or published pursuant to
the Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this offering memorandum nor any
other document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and
neither this offering memorandum nor any other document connected therewith may be distributed, passed on or
disclosed to any other person in Austria. No steps may be taken that would constitute a public offering of the
Notes in Austria and the offering of the Notes may not be advertised in Austria. Any offer of the Notes in Austria
will only be made in compliance with the provisions of the Austrian Capital Markets Act and all other laws and
regulations in Austria applicable to the offer and sale of the Notes in Austria.
Germany.
The Notes may be offered and sold in Germany only in compliance with the German
Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC)
No. 809/2004 of April 29, 2004, as amended, or any other laws applicable in Germany governing the issue,
offering and sale of securities. The offering memorandum has not been approved under the German Securities
Prospectus Act or the Directive 2003/71/EC and accordingly the Notes may not be offered publicly in Germany.
France.
This offering memorandum has not been prepared in the context of a public offering in France
within the meaning of Article L. 411-1 of the Code monétaire et financier and Title I of Book II of the Règlement
Général de l'autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance to
the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France, and
offers and sales of the Notes will only be made in France to providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a closed circle
of investors (cercle restreint d'investisseurs) acting for their own accounts, as defined in and in accordance with
Articles L.411-1, L.411-2, D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et
financier. Neither this offering memorandum nor any other offering or marketing materials relating to the Notes
may be made available or distributed in any way that would constitute, directly or indirectly, an offer to the
public in France.
iv

Prospective investors should note that:
this offering memorandum has not been and will not be submitted for clearance to the AMF;
in compliance with articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier, any investors subscribing for the Notes should be acting for their own account;
and
the direct and indirect distribution or sale to the public of the Notes acquired by them may only be
made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the
French Code monétaire et financier.
Spain.
This offering has not been registered with the Comisiòn Nacional del Mercado de Valores and
therefore the Notes may not be offered, sold or distributed in Spain by any means, except in circumstances which
do not qualify as a public offer of securities in Spain in accordance with article 30 bis of the Securities Market
Act ("Ley 24/1988, de 28 de julio del Mercado de Valores") as amended and restated, or pursuant to an
exemption from registration in accordance with article 41 of the Royal Decree 1310/2005 ("Real Decreto
1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado
de Valores, en materia de admisi´on a negociaci´on de valores en mercados secundarios oficiales, de ofertas
p´ublicas de venta o suscripci´on y del folleto exigible a tales efectos").
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. In some cases these forward-looking
statements can be identified by the use of terminology such as "aim", "anticipate", "believe", "continue",
"could", "estimate", "expect", "forecast", "guidance", "may", "plan", "potential", "predict", "projected",
"should", or "will" or, in each case, the negative of such terms, or other variations or comparable terminology.
Forward-looking statements appear in a number of places throughout this offering memorandum and include, but
are not limited to, statements regarding our intentions, beliefs or current expectations concerning, among other
things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in
which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. We caution you that forward-looking
statements are not guarantees of future performance and that our actual results of operations, financial condition
and liquidity, and the development of the industries in which we operate may differ materially from those made
in or suggested by the forward-looking statements contained in this offering memorandum. In addition, even if
our results of operations, financial condition and liquidity, and the development of the industries in which we
operate are consistent with the forward-looking statements contained in this offering memorandum, such results
or developments may not be indicative of results or developments in subsequent periods. Important factors that
could cause those differences include, but are not limited to:
We face intense competition, including from competitors with greater resources than we possess and
such competition may intensify.
Security breaches and illegal or inappropriate use of our services could adversely affect our reputation
and expose us to claims from customers and penalties from authorities.
Any adverse conditions in the economy could adversely affect us.
Fluctuations in currency exchange rates may have a negative impact on our results of operations
presented in Japanese yen.
A downgrade of our credit ratings could have a negative effect on us.
The acquisition of other companies, businesses or technologies could result in operating difficulties,
dilution or other harmful consequences.
We may have to recognize charges on our statements of income due to the impairment of goodwill or
other intangible assets or investments in equity method affiliates.
We are dependent on the telecommunications lines and facilities of other companies in certain
circumstances and could be materially and adversely affected if our access was restricted or
terminated or if related utilization or connection fees were increased.
We depend on the satisfactory performance of our network systems and sufficient bandwidth to
operate our telecommunications services.
Fast-paced innovations in technology and business models, as well as alternatives, may make our
services, technology or business models obsolete.
v

There can be no assurance that the expected benefits of the Sprint Acquisition (as defined below) will
be realized.
We urge you to read the sections of this offering memorandum entitled "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Business" for a more complete
discussion of the factors that could affect our future performance and the industries in which we operate. In light
of these risks, uncertainties and assumptions, the forward-looking events described in this offering memorandum
may not occur.
We undertake no obligation to update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. All subsequent written and oral forward-looking statements attributable
to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
above and contained elsewhere in this offering memorandum.
AVAILABLE INFORMATION
For so long as any of the Notes remain outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the U.S. Securities Act, we will, during any period in which we are neither subject to
Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or
to any prospective purchaser of such restricted securities designated by such holder or beneficial owner or to the
Trustee (as defined herein) for delivery to such holder, beneficial owner, prospective purchaser or Trustee, in
each case upon the request of such holder, beneficial owner, prospective purchaser or Trustee, the information
required to be provided by Rule 144A(d)(4) under the U.S. Securities Act.
Additionally, for so long as any of the Notes remain outstanding, the latest annual report (containing both
consolidated and non-consolidated audited financial statements of SoftBank Corp.), a copy of the latest
consolidated semi-annual unaudited financial statements, a copy of the latest quarterly information, a copy of the
indenture and a copy of the status of SoftBank Corp. will be available at the specified offices of the paying
agents.
ENFORCEMENT OF CIVIL LIABILITIES
We are a limited-liability company (kabushiki kaisha) established under the laws of Japan. The majority
of our directors and most of our management reside in Japan, and a substantial portion of our assets and the
assets of such persons are located in Japan. As a result, it may not be possible for investors to effect service of
process within the United States upon us or such persons, or to enforce against us or such persons judgments
obtained in U.S. courts in actions such as those predicated upon the civil liability provisions of U.S. federal or
state securities laws. We have been advised by our Japanese counsel, Mori Hamada & Matsumoto, that there is
doubt as to the enforceability in Japan, in original actions or in actions for enforcement of judgments of U.S.
courts brought before Japanese courts, of liabilities predicated solely upon U.S. federal or state securities laws.
CERTAIN DEFINITIONS
In this offering memorandum, unless the context otherwise requires, references to the "Company" refer to
SoftBank Corp., and references to "we", "our", "us", "SoftBank" and the "SoftBank Group" refer to the
Company, its consolidated subsidiaries and equity method non-consolidated subsidiaries and affiliates, as the
context requires. References to "Sprint" are to Sprint Nextel Corporation and its consolidated subsidiaries, as the
context requires.
Unless otherwise noted, the mobile communications market of Japan comprises SoftBank Mobile,
eAccess, NTT DoCoMo and KDDI and excludes PHS operator Willcom.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
We have obtained information or other statements presented in this offering memorandum regarding
market share and industry data relating to our business from industry publications and from surveys or studies
conducted by third-party sources that we believe to be reliable providers of industry data, including the Japanese
Ministry of Internal Affairs and Communications (the "MIC"). Although we believe that this information is
reliable, neither we nor the Initial Purchasers can guarantee the accuracy or completeness of the information and
neither we nor the Initial Purchasers has independently verified it. In addition, in many cases we have made
statements in this offering memorandum regarding our industries and our position in these industries based on
our experience and our own investigation of market conditions. We cannot assure you that any of these
assumptions are accurate or correctly reflect our position in these industries, and none of our internal surveys or
information has been verified by any independent sources.
vi

The consolidated financial statements, selected financial information and other financial data included in
this offering memorandum are presented in accordance with accounting principles generally accepted in Japan
("Japanese GAAP"). Japanese GAAP differs in certain respects from accounting principles generally accepted in
other countries. Certain significant differences between Japanese GAAP, U.S. GAAP and International Financial
Reporting Standards ("IFRS") are disclosed herein under "Summary of Certain Significant Differences Between
Japanese GAAP, U.S. GAAP and IFRS". From the first quarter of the fiscal year ending March 31, 2014, we will
report our consolidated financial statements in accordance with IFRS. We expect that our financial condition and
results of operations as reported under IFRS will have certain material differences from our financial condition
and results of operations as reported under Japanese GAAP. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Certain Anticipated Effects of Voluntary Adoption of IFRS" and
"Risk Factors--Risks Relating to Our Business--Our switch from the Japanese GAAP accounting standard to
IFRS may lead to material differences in the preparation and presentation of our future financial results and make
comparisons to prior years' results more difficult."
Our annual consolidated financial statements are audited by our independent auditors. Our audited
consolidated financial statements, including the notes thereto, as of and for the fiscal years ended March 31,
2010, 2011 and 2012 and our unaudited interim consolidated financial statements as of and for the nine months
ended December 31, 2011 and 2012, as well as selected unaudited information as of and for the 12 months ended
December 31, 2012, are contained elsewhere in this offering memorandum. Statement of operations and
statement of cash flows information for the 12 months ended December 31, 2012 are derived from our unaudited
interim consolidated financial statements for the nine months ended December 31, 2011 and 2012 and our
audited consolidated financial statements for the fiscal year ended March 31, 2012.
Except as otherwise indicated, all financial information with respect to us presented in this offering
memorandum is presented on a consolidated basis.
In preparing the consolidated financial statements included elsewhere in this offering memorandum,
certain reclassifications and rearrangements have been made to our consolidated financial statements issued
domestically in order to present them in a form which is more familiar to readers outside Japan. Where
information is presented in trillions, billions, millions or other stated amounts, amounts of less than the stated
amount have been rounded. As a result, certain numerical figures shown in tables in this offering memorandum
may not be exact arithmetic aggregations of the figures that precede them. All percentages have been rounded to
the nearest one tenth of one percent or one hundredth of one percent, as the case may be.
The conventions presented in this "Presentation of Financial and Other Information" do not apply to
Sprint's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 included elsewhere in this
offering memorandum. Sprint is not a guarantor of the Notes and this offering is not contingent on the
consummation of the Sprint Acquisition (as defined herein).
The consolidated financial statements of Sprint and Clearwire Corporation included in Sprint's Annual
Report on Form 10-K for the fiscal year ended December 31, 2012 were prepared under U.S. GAAP, which
differs in certain significant respects from Japanese GAAP. See "Summary of Certain Significant Differences
Between Japanese GAAP, U.S. GAAP and IFRS". Accordingly, the financial statements of Sprint and Clearwire
Corporation are not directly comparable to our consolidated financial statements included elsewhere in this
offering memorandum. In addition, from the first quarter of the fiscal year ending March 31, 2014, we will report
our consolidated financial statements in accordance with IFRS, and thus after the Sprint Acquisition we will
consolidate Sprint's financial results prepared under IFRS. Such financial results of Sprint prepared under IFRS
may differ materially in their impact on us as compared to Sprint's financial results prepared under U.S. GAAP.
We did not prepare, nor did we have any role in the preparation of, Sprint's Annual Report on
Form 10-K, which was prepared by Sprint management for the purpose of complying with Sprint's reporting
requirements under U.S. securities laws. No information filed or furnished with, or incorporated by reference in,
Sprint's Annual Report on Form 10-K is part of this offering memorandum.
Except as otherwise indicated, references to fiscal years are to the fiscal year beginning on April 1 of the
year indicated. For example, the fiscal year ended March 31, 2013 may be referred to herein as fiscal year 2012.
TRADEMARKS
SoftBank owns or has rights to use the trademarks, service marks and trade names that SoftBank uses in
conjunction with the operation of its business. One of the more important trademarks that SoftBank owns that
appears in this offering memorandum is "SoftBank", which is registered in Japan and registered and/or pending
registration in other jurisdictions, as appropriate to the needs of the relevant business. Each trademark, trade
name or service mark of any other company appearing in this offering memorandum is the property of its
respective owner.
vii

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
In this offering memorandum:
"¥" or "yen" means Japanese yen;
"" or "euros" means the single currency of the participating member states in the third stage of
European economic and monetary union of the Treaty Establishing the European Community, as
amended from time to time; and
"$", "U.S. dollars" or "dollars" means the lawful currency of the United States.
Solely for your convenience, this offering memorandum contains translations of certain yen amounts into
dollar amounts. Unless otherwise indicated, yen amounts other than for market capitalization have been
translated into dollars at the rate of ¥86.58 = $1.00 and from euros at the rate of ¥114.71 = 1, and yen amounts
for market capitalization have been translated into dollars at the rate of ¥94.05 = $1.00, the approximate rates of
exchange based on the average of buying and selling rates of telegraphic transfers from The Bank of
Tokyo-Mitsubishi UFJ, Ltd. as of 10:00 a.m. (Tokyo time), prevailing as of December 28, 2012 and March 31,
2013, respectively. However, these translations should not be construed as representations that the yen amounts
have been, could have been or could be converted into dollars at those or any other rates.
The following table sets forth, for each period indicated, certain information concerning the exchange
rates of Japanese yen for dollars, expressed in yen per $1.00, based on the average of buying and selling rates of
telegraphic transfers from The Bank of Tokyo-Mitsubishi UFJ, Ltd. as of 10:00 a.m. (Tokyo time) on each
business day during the periods indicated. The rates below may differ from the actual rates used in the
preparation of the consolidated financial statements and other financial information appearing in this offering
memorandum. Our inclusion of these exchange rates is not meant to suggest that yen amounts actually represent
such dollar amounts or that such amounts could have been converted into dollars at any particular rate, if at all.
¥ per $1.00
Fiscal year ended March 31,
High
Low
Average
Period end
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥110.29
¥ 87.45
¥100.71
¥ 98.23
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.77
86.30
92.89
93.04
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94.40
79.34
85.74
83.15
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85.44
75.98
79.08
82.19
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96.45
77.60
82.91
94.05
Calendar Year 2012
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 83.20
¥ 80.55
¥ 81.55
¥ 81.19
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80.40
78.92
79.75
78.92
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80.43
78.15
79.30
79.31
July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79.97
78.05
79.02
78.17
August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79.59
78.05
78.68
78.60
September . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78.88
77.60
78.17
77.60
October . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80.26
77.95
78.98
79.66
November . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82.63
79.51
80.89
82.12
December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86.58
81.92
83.64
86.58
Calendar Year 2013
January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
¥ 91.14
¥ 87.15
¥ 89.24
¥ 91.14
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94.26
91.75
93.23
92.51
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96.45
92.67
94.83
94.05
April (through April 17) . . . . . . . . . . . . . . . . . . . . . . . .
99.67
92.91
96.99
97.99
Source: The Mitsubishi UFJ Research and Consulting Co., Ltd.
viii

SUMMARY
The following summary is qualified in its entirety by, and is subject to, the more detailed information and
financial statements contained elsewhere in this offering memorandum. Certain capitalized terms used but not
defined in this summary are used herein as defined elsewhere in this offering memorandum. Prospective
investors should carefully consider the information set forth under the caption "Risk Factors", and all other
information in this offering memorandum, prior to making an investment in the Notes.
Overview
We are Japan's second largest mobile communications company in terms of subscribers with over
41.9 million subscribers as of March 31, 2013, including 32.5 million subscribers from SoftBank Mobile Corp.
("SoftBank Mobile"), 4.3 million subscribers from eAccess Ltd. ("eAccess") and 5.1 million PHS subscribers
from Willcom Inc. ("Willcom"). Our Mobile Communications segment generates the majority of our revenues
and has seen consistent year-over-year increases in mobile subscribers and market share since we entered the
mobile communications business by acquiring Vodafone Japan in April 2006. We were the first company to offer
the iPhone in Japan, which transformed the Japanese smartphone market, and we continue to promote
smartphone-based strategies ahead of our competitors. We also engage in a variety of businesses that are
complementary with our mobile communications business, including broadband infrastructure, fixed-line
telecommunications and internet culture businesses. On October 15, 2012, we entered into an agreement to
acquire an approximately 70% interest in Sprint (the "Sprint Acquisition Agreement"), the third largest wireless
operator in the United States in terms of subscribers. The Sprint Acquisition, which we expect to close on July 1,
2013, will position the SoftBank Group as one of the largest mobile communications companies in the world in
terms of revenue. See "The Sprint Acquisition".
Our net sales for the fiscal years ended March 31, 2010, 2011 and 2012 were ¥2.8 trillion ($31.9 billion),
¥3.0 trillion ($34.7 billion) and ¥3.2 trillion ($37.0 billion), respectively, and our net sales for the 12 months
ended December 31, 2012 were ¥3.3 trillion ($38.3 billion). EBITDA for the fiscal years ended March 31, 2010,
2011 and 2012 was ¥788 billion ($9.1 billion), ¥931 billion ($10.8 billion) and ¥1,014 billion ($11.7 billion),
respectively, and EBITDA for the 12 months ended December 31, 2012 was ¥1,128 billion ($13.0 billion).
We are listed on the Tokyo Stock Exchange and, as of March 31, 2013, we had a market capitalization of
¥5.2 trillion, or $55.0 billion.
Our business segments are:
Mobile Communications. Provision of mobile communications services and sales of handsets,
including smartphones;
Broadband Infrastructure. Provision of ADSL high-speed broadband internet connection services,
ISP services, IP telecommunications services, wireless LAN services and other operations;
Fixed-line Telecommunications. Provision of fixed-line telephone services and data transmission
and cloud computing services, network services and other related services;
Internet Culture. Provision through our consolidated subsidiary Yahoo Japan Corporation
("Yahoo Japan") of internet-based advertising, management and operation of internet-based auction
and other businesses, including those under the Yahoo! brand, such as Yahoo! Auction and Yahoo!
Shopping, as well as provision of membership and other related services; and
Other. Various businesses including the distribution of information technology-related products and
services, businesses related to the Fukuoka SoftBank HAWKS, a Japanese professional baseball team
and other various internet-related businesses.
1

Our Mobile Communications segment generated 59.6%, 62.4% and 64.2% of our net sales and 63.4%,
65.9% and 66.8% of EBITDA for the fiscal years ended March 31, 2010, 2011 and 2012, respectively. The
percentage of net sales and EBITDA for the 12-month period ended December 31, 2012 attributable to each of
our business segments is detailed below:
LTM net sales breakdown
LTM EBITDA breakdown
Others
Others
10.9%
1.5%
Internet Culture
Internet Culture
16.2%
9.1%
Fixed-line
Fixed-line
Telecommunications
Telecommunications
10.1%
11.1%
Broadband
Broadband
Infrastructure
Infrastructure
4.5%
4.8%
Mobile
Mobile
Communications
Communications
64.1%
67.7%
(1)
Does not include eliminations from intra-group sales.
As of March 31, 2012, we had 133 consolidated subsidiaries, three equity method non-consolidated
subsidiaries and 71 equity method affiliates.
As of March 31, 2012, we held a 42.2% stake in Yahoo Japan. Yahoo Japan is a consolidated
subsidiary with a market capitalization of ¥2.5 trillion ($26.8 billion) as of March 31, 2013.
GungHo--an online game company with a focus on mobile and PC games, with hit games such as
Puzzle & Dragons, one of Japan's top mobile games--is our consolidated subsidiary from April 1,
2013. It was treated as our equity method affiliate through the end of the fiscal year ended March 31,
2013. GungHo Online Entertainment, Inc. ("GungHo") is listed on JASDAQ and, as of March 31,
2013, had a market capitalization of ¥456 billion ($4.8 billion).
We also held 31.9% of the voting rights of Alibaba Group Holding Limited ("Alibaba"), the largest
e-commerce company by transaction volume in China and our equity method affiliate, as of
December 31, 2011. Alibaba repurchased 523 million, or approximately 20%, of its shares from
Yahoo! Inc. at $13.5414 per share on September 18, 2012.
Renren Inc. ("Renren"), China's largest real-name social network services (SNS) site with
approximately 178 million active user accounts as of December 2012, is another of our equity method
affiliates and is listed on the New York Stock Exchange ("NYSE") with a market capitalization of
$1.1 billion (¥102 billion) as of March 31, 2013.
Strengths
Second Largest Mobile Communications Company in Japan--One of the Largest and Most Attractive Mobile
Communications Markets in the World
We are Japan's second largest mobile communications company in terms of mobile subscribers with over
41.9 million subscribers as of March 31, 2013, including mobile subscribers from SoftBank Mobile and eAccess,
as well as PHS subscribers from Willcom. The table below depicts the total number of mobile communications
subscribers and the corresponding market share attributable to the SoftBank Group as of March 31, 2013:
As of March 31, 2013
Number of
subscribers Market share
(millions)
(%)(1)
SoftBank Mobile(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32.5
23.0
eAccess(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.3
3.1
Willcom(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.1
3.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41.9
29.7
(1)
Percentage of market share represents percentage of market share attributable to each of SoftBank Mobile, eAccess and Willcom
compared to total market subscribers from NTT DoCoMo, KDDI, SoftBank Mobile, eAccess and Willcom.
(2)
We define total subscribers for our Mobile Communications segment as total subscribers for SoftBank Mobile.
2