(1) Our Basic Management Policy
We are guided by our corporate philosophy of “Information Revolution—Happiness for everyone.” We aim to maximize enterprise value while being a corporate group that provides essential technologies and services to people around the world.
(2) Key Management Indicators
Under our management system, SoftBank Group Corp. (“SBG”), a strategic investment holding company, exercises overall control over its subsidiaries and associates (“Group companies;” together with SBG, the “Group”) and investees as its investment portfolio. Based on this system, we aim to maximize NAV (net asset value, calculated as equity value of holdings – adjusted net interest-bearing debt*1) by increasing the equity value of holdings, over the medium to long term. As a financial policy to support this goal, from the perspective of ensuring financial stability, we attach great importance to SBG’s LTV (loan to value, calculated as adjusted net interest-bearing debt ÷ equity value of holdings;*1 the ratio of liabilities to holding assets) and strives to manage it below 25% in normal times in financial markets, with an upper threshold of 35% even in times of emergency. In addition, SBG endeavors to maintain safety by securing funds sufficient to redeem bonds for at least the next two years.
(3) Medium- to Long-Term Strategies
We seek to seize the Information Revolution, where IT will transform societies and lifestyles, as a major growth opportunity, and thereby contribute to the wellbeing of all people over the long term. To this end, it is imperative for us to identify changes in social needs quickly and to continuously transform ourselves while optimizing the structure of the Group to maximize the benefits from the technologies and business models that will be the driving forces in the future. At present, artificial intelligence (AI) is being incorporated into a variety of business models, and this trend is starting to reshape value creation and will fundamentally redefine most industries. To ensure that we capture the huge opportunities arising from the market expansion and the creation of new industries driven by AI utilization, we are implementing the Cluster of No. 1 Strategy, a unique strategy for orchestrating the organization. Based on this strategy, we are engaged in a wide range of investment activities, particularly investments through SoftBank Vision Fund 1 and SoftBank Vision Fund 2, and investments made directly by SBG or through its subsidiaries.
In our investment activities, based on the investment theme of AI, we invest in companies expected to contribute to advances in the Information Revolution. After investment, we strive to increase the corporate value of our investees by enabling those companies to evolve their business models as they interact positively with each other within ecosystem of the Group, including the investees. We also aim to increase the reproducibility of our investment successes by combining (1) analytical capabilities in areas including technology and business models; (2) specialization systems and organizations such as expert teams for each field; and (3) funds recovered from investment exits, while leveraging economies of scale derived from developing investment businesses globally on a Group-wide basis. Through these efforts, we strive to carry out investment activities that generate sustained returns at an aggregated level.
Cluster of No. 1 Strategy
The goal of the Cluster of No. 1 Strategy is to form a diverse group of companies with outstanding technologies or business models in their respective fields. It encourages these companies to continuously evolve and grow by creating synergies based on capital ties and a shared vision while making decisions independently. As a strategic investment holding company, SBG will influence the decision-making of the group of companies formed under the Cluster of No. 1 Strategy. However, SBG will not require ownership of majority equity interests or integration of brands, as it values the independence of each company. In this way, by diversifying the Group’s portfolio with many different types of companies, we aim to change and expand business lines flexibly and to continue to grow over the long term.
(4) Business Environment and Priority Issues to Address
Our management recognizes SoftBank Vision Fund 1, SoftBank Vision Fund 2, Arm, and SoftBank Corp. as our most important subsidiaries in terms of the extremely large investments made therein and the impact each has on the Company’s consolidated earnings. The priority management issues to address at each subsidiary are as follows.
a. Success of SoftBank Vision Funds
SoftBank Vision Fund 1 (SVF1) and SoftBank Vision Fund 2 (SVF2) began their operations in 2017 and 2019, respectively. The funds aim to maximize returns from a medium- to long-term perspective by making large-scale investments in high-growth-potential companies that are leveraging data and AI. Our wholly owned subsidiary SBIA, which is authorized and regulated by the U.K.’s Financial Conduct Authority, acts as the manager of SVF1 and SVF2. SBG participates in SVF1 and SVF2 as a limited partner, and SBIA is entitled to receive management fees and performance fees from SVF1 and SVF2, measured by reference to the investment activities of the funds.
The success of SVF1 and SVF2 is crucial to the implementation of our business model as a strategic investment holding company. SBIA seeks to maximize SVF1 and SVF2’s returns over time through the following efforts.
ⅰ. Managing large amounts of funds over the medium to long term
SVF1 is characterized by its large amount of committed capital, USD 98.6 billion (as of March 31, 2021), as well as its status as a long-term private fund, with the term of the fund lasting in principle until November 20, 2029. SVF2 is also a large technology fund with committed capital of USD 20.0 billion (as of March 31, 2021; which has been increased to USD 40.0 billion as of June 23, 2021). Leveraging such distinctive features, SVF1 and SVF2 have developed unique investment portfolios mainly comprising private companies valued at more than USD 1 billion at the time of investment, colloquially known as “unicorns,” or companies that are considered to have potential to become such. Moreover, by conducting medium- to long-term investment in companies that have established a presence across industries and types of technology and maintaining a level of geographic and strategic diversity across its portfolio, SBIA curbs the effect of short-term market fluctuations while pursuing medium- to long-term returns.
ⅱ. Enhancing the value of portfolio companies
SBIA seeks to maximize the equity value of the holdings of SVF1 and SVF2 by promoting the growth of portfolio companies through a wide range of support, as well as carefully selecting investments. For example, SBIA seeks to identify and execute opportunities to accelerate the profitability and growth of its portfolio companies by establishing partnerships and collaboration across the greater ecosystem of the Group and its partners. SBIA provides portfolio company leaders access to a global team of specialist, as well as counsel from in-market resources as they seek to navigate growth. Moreover, SBIA encourages sustained growth by monitoring the profitability and governance structures of portfolio companies, in addition to supporting their business activities.
During fiscal 2020, SVF1 and SVF2’s portfolio companies were significantly impacted by the COVID-19 pandemic. Businesses in sectors such as e-commerce, entertainment, healthcare, education, food delivery, and the future of work have benefited from the accelerated adoption of digital services, while companies in sectors such as travel and hospitality are recovering at a slower pace. As a result, in some industries, SBIA is working with its companies to capitalize on growth opportunities, whereas in others, SBIA is guiding them towards a more cautious approach focused on optimizing cash reserves. As the global economy recovers from the pandemic, SBIA expects the portfolio companies in the affected sectors to regain their financial footing and seek to accelerate their growth trajectories.
ⅲ. Building an appropriate management system
The operations of SBIA are overseen by CEO Rajeev Misra, who is Corporate Officer, Executive Vice President of SBG, and run by senior leadership from a variety of fields including investment banking, venture capital, and technology. To date, SBIA has built and continues to improve an organizational structure with investment, operating, capital, functional and management teams that matches the needs and scale of its managed assets and global business, including the introduction of appropriate incentive schemes.
b. Success of Arm's long-term strategy
In fiscal 2020, we entered into a share purchase agreement with NVIDIA Corporation (“NVIDIA”), whereby we will sell all of our shares in Arm to NVIDIA. Upon closing of the Transaction (defined in “Entry into Agreement for Sale of All Shares in Arm” below), we expect to receive in aggregate approximately 6.7-8.1% of outstanding NVIDIA shares (excluding treasury shares). (For details, see “Entry into Agreement for Sale of All Shares in Arm”). The Transaction affirms our belief in the potential of Arm’s technology and business, and we will continue contributing to Arm’s long-term success as a significant strategic shareholder in NVIDIA.
Entry into Agreement for Sale of All Shares in Arm
On September 13, 2020 (U.S. time), SoftBank Group Capital Limited (“SBGC”), our wholly owned subsidiary, and SVF1 entered into a purchase agreement (the “Purchase Agreement”) with NVIDIA, a U.S.-based semiconductor manufacturer, whereby we will sell all of our shares in Arm, held by SBGC and SVF1, to NVIDIA in a transaction valued up to USD 40.0 billion (the “Transaction”). Upon closing of the Transaction, SBGC and SVF1 expect to receive in aggregate approximately 6.7-8.1% of outstanding NVIDIA shares, depending on the final amount of the earn-out, if any (see below for the details). The Transaction is subject to regulatory approvals (including those of the U.K., China, the European Union, and the U.S.) and other closing conditions. The Transaction is expected to take approximately 18 months to close following the execution of the Purchase Agreement. A breakdown of the transaction value is presented below.
|Transaction value||Time of receipt|
|Consideration for the Company||(1) Cash||USD 2.0 billion||Received on September 2020|
(USD 0.75 billion of which was received by Arm as consideration for a license agreement)
|USD 10.0 billion||Upon closing|
|(2) NVIDIA shares|
(44.37 million shares)
|USD 21.5 billion||Upon closing|
(cash or NVIDIA shares)
|Up to USD 5.0 billion|
(or 10.32 million shares)
|Upon closing; subject to satisfaction of specific financial performance targets of Arm|
|(4) NVIDIA share compensation for Arm employees||USD 1.5 billion||Upon closing; to be received by Arm employees|
|Total||Up to USD 40.0 billion|
An earn-out, (3) above, of up to USD 5.0 billion in cash or up to 10,317,772 shares of NVIDIA common stock is payable to SBGC and SVF1 subject to the satisfaction of certain financial performance targets for each of revenue and EBITDA of Arm (in each case subject to certain adjustments) during fiscal 2021 as set out in the Purchase Agreement.
Since our acquisition of Arm in 2016, Arm has been in a period of accelerated spending on R&D to develop the technologies that will be needed for many years in the future, and hence will underpin sustainable long-term growth for Arm’s business. Since acquisition, Arm increased its R&D headcount by 42.2% (as of March 31, 2021). This accelerated investment period has enabled Arm to develop new products, and shipments of Arm-based devices helped Arm’s revenues to grow 6.5% in fiscal 2020. To achieve its long-term strategy, Arm targets, and continues to invest in R&D, in markets such as mobile computing, networking infrastructure and servers, automotive applications and IoT. Within these markets Arm intends to maintain or gain market share, to increase the royalty revenue it receives per chip, and to introduce new business models to help more companies gain access to Arm’s technology. We expect that the execution of this long-term strategy will contribute to the sustainable growth of Arm’s revenues.
Semiconductor industry trends can have a significant impact on Arm’s financial results. In fiscal 2020, the Arm-addressable market grew 9.0%*2 year on year due to the accelerated rollout of 5G networks and smartphones and was also helped by more people working from home. Compared with the market, technology royalty revenue of Arm increased 16.7% year on year. Arm outpaced market growth as it is highly exposed to smartphone and consumer electronics markets, which have been growing strongly, in addition Arm has seen some share gain in automotive chips and the first Arm-based server chips.
World semiconductor market*2
(Billions of USD)
|Apr 2018 to Mar 2019||Apr 2019 to Mar 2020||Apr 2020 to Mar 2021|
| Technology royalty|
c. Steady growth in the corporate value of the SoftBank Corp. group
In Japan’s telecommunications market environment, while the spread of COVID-19 has caused the economic situation to deteriorate, it has also driven a rapid increase in the need for the use of digital technology to support society. Moreover, a digital transformation that is changing the structure of industry itself looks set to accelerate even further with the commercialization of 5G and the rapid spread of the use of AI, IoT, and big data leading to digitalization of every facet of human life and business. Against this backdrop, in the SoftBank segment, the SoftBank Corp. group has been pushing ahead with its Beyond Carrier growth strategy by diversifying its earnings sources. Extending beyond the conventional telecommunications carrier framework, the group aims to strengthen its earnings base and achieve sustainable growth by driving growth in three domains: the telecommunications business, Yahoo business, and new business fields. Specifically, the group is working to (1) drive further growth in the telecommunications business, (2) drive growth of the Yahoo business, (3) create and expand new businesses, and (4) improve cost efficiency.
In terms of its financial strategy, the SoftBank Corp. group considers adjusted free cash flow, *4 the source of growth investments and shareholder returns, to be a significant management indicator. The group will continue aiming to generate stable adjusted free cash flow to achieve both continued growth investments and high shareholder returns. Furthermore, SoftBank Corp. consider the return of profits to shareholders to be an important goal for its management along with the increase in medium- to long-term corporate value; and for dividends, it has adopted a policy of considering performance trends, financial condition, and the total shareholder return ratio including share buybacks on a comprehensive basis, while paying attention to the stability and sustainability of dividends.
a. Constructing stable financial foundations
In our financial management, SBG, as a strategic investment holding company, exercises control over its investment portfolio comprising subsidiaries and other Group companies. Given that this business model is susceptible to the impacts of fluctuations in the equity value of holdings, including changes in the stock market, SBG aims to ensure safety by conducting stable financial management that curbs such impacts as much as possible. Specifically, SBG aims to manage its LTV as described in “(2) Key Management Indicators” while controlling liabilities appropriately in accordance with the status of investment activities, including new investments, divestments, and changes in the value of investment assets. Moreover, SBG strives to maintain safety by securing funds sufficient to redeem bonds for at least the next two years through selling or monetizing its investment assets, in addition to receiving dividends from subsidiaries and other Group companies and distributions from investment funds within the Group, such as SVF1, in which SBG participates as a limited partner.
Furthermore, besides adhering to the financial policy described above, we conduct agile financial management according to conditions in the market environment. To address rapid deterioration and heightened uncertainty in the capital markets following the spread of COVID-19, in March 2020 we decided on a program to sell or monetize up to JPY 4.5 trillion of our assets to fund share repurchases and improve our financial status through initiatives such as reducing debts (the “JPY 4.5 Trillion Program”). Following this decision, we swiftly shifted to implementing the program in fiscal 2020 and completed the sale and monetization of assets totaling JPY 5.6 trillion by the end of September 2020. We will continue striving to conduct business management as a sustainable investment holding company by adopting a structure that can adapt flexibly to all manner of changes, including rapid shifts in financial market conditions.
b. Building an investment portfolio with liquidity and diversity
To preserve and sustainably increase the equity value of holdings as a strategic investment holding company, it is essential for SBG to ensure the liquidity and diversity of its investment portfolio. Regarding liquidity, in the investment businesses of SBG and entities such as SVF1 and SVF2, intensive investments are being made in unlisted, late-stage companies in information and technology fields with rapid rates of business growth that have established business models and competitive advantages and are deemed highly likely to go public in the near future by the Company. As progress is made on the listing of these investees, SBG believes that it can ultimately expect to secure future liquidity with a high degree of probability.
With regard to diversification, we believe that it is crucial to increase the diversity of our investment portfolio considering the fact that shares of Alibaba accounted for more than 40% of our equity value of holdings as of March 31, 2021 and we continue to hold the shares over the medium to long term as we strongly believe in its growth potential and future upside of the share price. To this end, we are working to improve the diversity of our investment portfolio by monetizing shares without divestment through fund procurement that utilizes the equity value of holdings and using these funds to enable new investments, as well as increasing the value of each investment we hold. In fiscal 2020, through our asset management subsidiary SB Northstar, we started investing in listed stocks and other instruments centered on U.S. technology stocks that are actively traded in the market. We recognize that the investment through SB Northstar would also contribute to improving the diversity of our investment portfolio.
c. Promoting sustainability
We seek to realize the sustainable development of society and the Group’s own growth over the medium to long term. We therefore recognize the importance of considering sustainability in its corporate activities and are addressing risks related to the environment, society, and governance (ESG). At the same time, we view responding to ESG-related issues as an opportunity to create new corporate value.
In promoting sustainability, SBG has formulated the sustainability vision: “Help shape the next 300 years for our future generations and the planet.” Guided by the vision, SBG has identified six activity themes and high-priority Strategic Material Issues that it needs to focus on.
As a governance structure of sustainability, SBG has appointed the CFO, who is the chief officer responsible for financial strategy, as Chief Sustainability Officer (CSusO) responsible for promoting sustainability. This structure is designed to realize highly competitive management by enabling risks and opportunities to be considered from both the financial and non-financial aspects. Furthermore, the Sustainability Committee comprising mainly executive officers has been established to promote multifaceted discussion on material issues, direction ahead, risks, and opportunities. The committee supervises consensus formation between relevant parties and promotion of specific activities, and reports to the Board of Directors.
In fiscal 2020, the Sustainability Committee meetings were held in October 2020 and March 2021. The committee recognized important issues, such as enhancing general disclosure of ESG-related information, proactive response to climate change, responsibility for human rights, and responsibility for corporate transactions in general, including supply chains and portfolio companies, and discussed its policy for responding to these issues going forward.
SBG is aiming to establish a human rights due diligence system, enhance its risk management system, and so forth, while coordinating with Group companies to promote initiatives on climate change. Furthermore, in investing activities, based on the belief that promoting the sustainability of portfolio companies will ultimately increase investment returns, SBG revised its “Portfolio Company Governance and Investment Guidelines Policy” in May 2021, explicating integration of environmental and social factors, in addition to governance, into its investment selection and post-investment monitoring process. SBG continues to examine the establishment of the Group’s best practices for securing higher returns without sacrificing the speed of its investment decisions.
Equity value of holdings and adjusted net interest-bearing debt each exclude amounts to be settled at maturity or borrowings that are part of asset-backed finance. The calculation of adjusted net interest-bearing debt also excludes, from the Company’s consolidated figures, interest-bearing debt and cash and cash equivalents, etc. attributable to listed subsidiaries such as SoftBank Corp. and Z Holdings Corporation, as well as entities managed on a self-financing basis, such as SoftBank Vision Fund 1, SoftBank Vision Fund 2, Arm Limited, PayPay Corporation, and Fortress Investment Group LLC, along with SB Northstar LP, an asset management subsidiary responsible for investments in listed stocks and other instruments.
World Semiconductor Trade Statistics (WSTS) as of May 2021. Arm-addressable market excludes memory and analogue chips. This data is compiled on the basis of data submitted by semiconductor companies participating in the survey.
In fiscal 2020, it was decided that the Internet-of-Things Services Group (ISG) businesses would be managed separately from Arm’s remaining business. Accordingly, for fiscal 2020, the operating results of Arm are presented for the Arm segment excluding the contribution of the ISG businesses, and the operating results for fiscal 2019 have also been retrospectively presented. The operating results for fiscal 2018 are not shown as they have not been retrospectively revised.
Adjusted free cash flow = free cash flow ± total cash flows relating to non-recurring transactions with the parent company SoftBank Group Corp. + (proceeds from the securitization of installment sales receivables – repayments thereof)
“Co., Ltd.,” “Corporation,” etc. are omitted from the names of companies and organizations in principle.
Company names or abbreviations, except as otherwise stated or interpreted differently in the context, are as follows:
|Company names / Abbreviations||Definition|
|SoftBank Group Corp. or SBG||SoftBank Group Corp. (stand-alone basis)|
|The Company||SoftBank Group Corp. and its subsidiaries|
|*Each of the following abbreviations indicates the respective company and its subsidiaries, if any.|
|SoftBank Vision Fund 1 or SVF1||SoftBank Vision Fund L.P. and its alternative investment vehicles|
|SoftBank Vision Fund 2 or SVF2||SoftBank Vision Fund II-2 L.P. and its alternative investment vehicles|
|SBIA||SB Investment Advisers (UK) Limited|
|Alibaba||Alibaba Group Holding Limited|