Filed by Sprint Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed under Rule 14a-12 of the
Exchange Act of 1934
Subject Company: Sprint Corporation
Commission File No. 001-04721
Filed Pursuant to Rule 425
Cautionary Statement
Cautionary Statement Regarding Forward-Looking Information
The information highlighted in this presentation includes selected financial information and should be read in conjunction with our consolidated financial statements and notes and the Cautionary Statements Regarding Forward-Looking Information included in our press release dated February 3, 2005, which is posted on Sprint’s website at http://www.sprint.com/sprint/ir/fn/, as well as our financial statements and notes, the trends and risk factors affecting us and other information provided in our annual, quarterly and current reports, proxy statement, and other filings made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
This presentation includes “forward-looking statements” within the meaning of securities laws. The statements in this presentation regarding the business outlook and expected performance as well as other statements that are not historical facts are forward-looking statements. The words “estimate,” “project,” “forecast,” “intend,” “expect,” “believe,” “target,” “providing guidance” and similar expressions identify forward-looking statements, which are estimates and projections reflecting management’s judgments based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements speak only as of the date indicated. Sprint is not obligated to publicly release any revisions to forward-looking statements to reflect events after the date of any news release or unforeseen events. With respect to these forward-looking statements, Sprint has made assumptions regarding, among other things, customer and network usage, customer growth and retention, pricing, costs to acquire customers and to provide services, the timing of various events and the economic environment.
This presentation contains certain non-GAAP financial measures as well as reconciliations to the most directly comparable GAAP financial measures. Because Sprint does not predict special items that might occur in the future, and our forecasts are developed at a level of detail different than that used to prepare GAAP-based financial measures, Sprint does not provide reconciliations to its forward-looking measures. Definitions of these non-GAAP financial measures are available in the February 3, 2005, Fourth Quarter and Full Year 2004 Investor Update located at http://www.sprint.com/sprint/ir/.
2005 Investment Community Meeting
Safe Harbor
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
A number of the matters discussed in this presentation that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding the new company, including expected synergies resulting from the merger of Sprint and Nextel, combined operating and financial data, future technology plans, and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the failure to realize capital and operating expense synergies; the result of the review of the proposed merger by various regulatory agencies, and any conditions imposed on the new company in connection with consummation of the merger; approval of the merger by the stockholders of Sprint and Nextel and satisfaction of various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in Sprint’s and Nextel’s respective reports filed with the SEC, including each company’s annual report on Form 10-K for the year ended December 31, 2003 and quarterly report on Form 10-Q for the quarterly period ended September 30, 2004 as such reports may have been amended. This presentation speaks only as of its date, and Sprint and Nextel each disclaims any duty to update the information herein.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF SPRINT AND SHAREHOLDERS OF NEXTEL ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMBINATION. The final joint proxy statement/prospectus will be mailed to shareholders of Sprint and shareholders of Nextel. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov, from Sprint Investor Relations at, 913-794-1126, or from Nextel Investor Relations at, 703-433-4300.
Participants In Solicitation
Sprint, Nextel and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the combination. Information concerning Sprint’s participants is set forth in the proxy statement, dated, March 16, 2004, for Sprint’s 2004 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Nextel’s participants is set forth in the proxy statement, dated April 2, 2004, for Nextel’s 2004 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of Sprint and Nextel in the solicitation of proxies in respect of the combination will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.
2005 Investment Community Meeting
Sprint Nextel Update
America’s Premier Communications Company
Right Combination, Right Time
Combine two powerful, performing companies
— Strong brands
— Extensive customer relationships
— Culture of innovation
— Industry leadership positions
— Complementary assets, service capabilities
2005 Investment Community Meeting
Right Combination, Right Time
One of three large wireless providers
— Scale to compete
— Scope of coverage
— Spectrum presence
— Network reach
Global IP network
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Right Combination, Right Time
Superior growth characteristics
— Double-digit growth in customer base, revenues and bottom line
— Strong cash production
— 7.3 million combined net additions in 2004
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Leverage Assets to Seize Opportunity
Best of the best
— Processes, people and systems
Hit the ground running at launch
— Customers interact with us as one company
— Go to market as one company
— Combined workforce operating as one company
Effective migration strategies
— Network, service, combined offerings
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Significant Expected Synergies
NPV of Synergies $14 $12 $10 $8 $6 $4 $2 $0
($B)
Capex
Network Ops
SG&A
Revenue
Integration Costs
Total $4.8 $3.0 $4.4 $0.7
($0.8 ) $12.1
Breakdown
Network Ops 23%
SG&A 34%
Capex 37%
Revenue 6%
2005 Investment Community Meeting
Significant Expected Synergies
CapEx Voice and Data Capacity IT, Billing and Other Non-Network
Network Ops Site Rentals Leverage Access and Backhaul Consolidate Facilities Enhance Network Grooming
SG&A Unify Billing and Customer Care Consolidate Functions and Reduce Vendors Volume Cost Benefits Direct Sales and Marketing Efficiencies
Revenue Accelerate Deployment of New Features and Services Improve Customer Retention and Satisfaction Additional Upside of Cross-Selling Long Distance
Network Technology Evolution
iDEN CDMA Voice EV-DO (3G)
Invest in iDEN network until voice traffic can be supported on CDMA network
Maintain iDEN for Push- to-Talk centric customers
Deploy CDMA-iDEN interoperability
Rapid coverage enhancement through use of Nextel sites and spectrum
Complete Phase 1 EV-DO deployment
Complete 100% overlay of EV-DO Rev. A
Launch PTT service on EV-DO Rev. A
2005 2006 2007 2008
2005 Investment Community Meeting
Organization Design
President & Chief Executive Officer
Gary Forsee
Office of the Chairman
Chairman
Tim Donahue
Marketing Officer
Consumer Solutions Officer
Business Solutions Officer
Development Officer
Network Officer
Information Technology Officer
Chief Operating Officer
Len Lauer
Chief Financial Officer
Paul Saleh
Local
Staff Functions
Public Relations
Chief Technology Officer
Barry West
Co-Chief Transition Officers
Steve Nielsen/ Rick Orchard
Chief Strategy Officer
Tom Kelly
General Counsel
Regulatory & Public Affairs
Corporate Human Resources Secretary
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Merger Governance Structure
Executive Steering Committee
SpinCo Program Office
Integration Management Office
Legal/ Regulatory
Human Capital and Communications
Day One Customer Experience
Synergy and Revenue Optimization
Project Management Office (PMO)
Clean Room Admin
Clean Room Functional Work
Corporate Organizational Teams
2005 Investment Community Meeting
Merger Milestones
Accomplishments
Creation of merger governance structure
DOJ: Hart-Scott-Rodino Act
FCC application
FCC consideration DOJ antitrust review
Joint proxy/S-4 filing before SEC
Next level of executive management appointments
State commissions Annual shareholder meetings
Expected merger close: second half of 2005
Local spin-off expected in 2006
1Q 2005
2Q 2005
2H 2005-2006
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2005 Opportunities & Challenges
Compete vigorously Avoid merger distractions Execute on 2005 plans
…continue successful execution
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Sprint Nextel Update
America’s Premier Communications Company
Closing Comments
Gary Forsee
Chairman & CEO
Record of Meeting or Exceeding Commitments
Delivered the numbers Exceeded debt reduction targets Increased financial flexibility Operationalized transformation Positioned Sprint for strategic options
Successful recombination of the tracking stocks Improved relationship with the affiliates Leadership in corporate governance Aggressively aligned businesses to market realities
2005 Investment Community Meeting
Confident in Ability to Execute in 2005
Execute on transformation agenda Widen industry lead in wireless data Expand integrated business solutions Leverage strategic alliances and partnerships Deliver the numbers Seamless launch of Sprint Nextel merger
2005 Investment Community Meeting
