Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if
the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
On May 13, 2016, the registrant issued a Notice of Convocation of the 31st Ordinary General Meeting of Shareholders (“Notice of
Convocation”) to be held on June 24, 2016 to its shareholders, together with related Internet disclosure (together with the Notice of Convocation, the “Notice of Convocation materials”). Attached is an English translation of the
Notice of Convocation materials. The consolidated financial information of the registrant and that of its subsidiary, NTT DOCOMO, INC., included in the attached Notice of Convocation materials was prepared on the basis of accounting principles
generally accepted in the United States. The non-consolidated financial information of the registrant and that of each of the registrant’s three wholly-owned subsidiaries, Nippon Telegraph and Telephone East Corporation, Nippon Telegraph
and Telephone West Corporation and NTT Communications Corporation, as well as the consolidated financial information of its subsidiary, NTT DATA CORPORATION, included in the Notice of Convocation materials was prepared on the basis of accounting
principles generally accepted in Japan.
The information included herein contains forward-looking statements. The registrant desires to
qualify for the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors that could cause the registrant’s actual results
to differ materially from those set forth in the attachment.
The registrant’s forward-looking statements are based on a series of
assumptions, projections, estimates, judgments and beliefs of the management of the registrant in light of information currently available to it regarding the registrant and its subsidiaries and affiliates, the economy and the telecommunications
industry in Japan and overseas, and other factors. These projections and estimates may be affected by the future business operations of the registrant and its subsidiaries and affiliates, the state of the economy in Japan and abroad, possible
fluctuations in the securities markets, the pricing of services, the effects of competition, the performance of new products, services and new businesses, changes to laws and regulations affecting the telecommunications industry in Japan and
elsewhere, other changes in circumstances that could cause actual results to differ materially from any future results that may be derived from the forward-looking statements, as well as other risks included in the registrant’s most recent
Annual Report on Form 20-F and other filings and submissions with the United States Securities and Exchange Commission.
No assurance
can be given that the registrant’s actual results will not vary significantly from any expectation of future results that may be derived from the forward-looking statements included herein.
The information on any website referenced herein or in the attached material is not incorporated by reference herein or therein.
The attached material is a translation of the Japanese original. The Japanese original is authoritative.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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NIPPON TELEGRAPH AND TELEPHONE CORPORATION
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By
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/s/ Yasutake Horinouchi
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Name:
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Yasutake Horinouchi
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Title:
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Vice President
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Investor Relations Office
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Date: May 17, 2016
Table of contents
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Notice of Convocation of the 31st Ordinary General Meeting of Shareholders
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1
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(Reference) Exercising Your Voting Rights
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3
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Reference Materials for the Ordinary General Meeting of Shareholders
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First Item: Distribution of Earned Surplus
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5
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Second Item: Election of Twelve (12) Members of the Board
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6
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Third Item: Election of One (1) Audit & Supervisory Board
Member
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14
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Attachments to the Notice of Convocation of the 31st Ordinary
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General Meeting of Shareholders
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17
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Business Report
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Outline of the Business of NTT Group
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Business Progress and Results of NTT Group
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18
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Issues Facing the Corporate Group
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34
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Capital Investment of NTT Group
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37
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External Financing of NTT Group
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37
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Main Lenders and Outstanding Borrowings of NTT Group
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38
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Material Subsidiaries
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39
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Matters Regarding Shares
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44
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Matters Regarding Corporate Officers
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45
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(Reference) Status of Corporate Governance
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49
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(Reference) Glossary of Terms
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55
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Consolidated Financial Statements
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Consolidated Balance Sheet
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57
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Consolidated Statement of Income
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58
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Non-consolidated Financial Statements
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Non-consolidated Balance Sheet
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59
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Non-consolidated Statement of Income
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60
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Auditor’s Reports
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Auditor’s Report on Consolidated Financial Statements
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61
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Auditor’s Report on Non-consolidated Financial Statements
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62
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Audit & Supervisory Board’s Report
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63
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Items Posted on the Company’s Website
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Based on the applicable laws and regulations, and Article 16 of the Articles of Incorporation, the following items are posted on
NTT’s website and are therefore not included in the Attachments to the Notice of Convocation.
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Business Report
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•
Outline of the Business of
NTT Group
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Main Business of NTT Group
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Main Location of NTT Group
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NTT Group Employment
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Changes in Consolidated Assets and Consolidated Income of NTT Group
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Changes in Non-Consolidated Assets and Non-Consolidated Income of NTT
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•
Matters Regarding
Independent Auditors
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•
Content of Resolutions
Concerning Maintenance of Structures to Ensure the Propriety of NTT’s Business
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•
Status of Implementation
of Structures to Ensure the Propriety of NTT’s Business
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Consolidated Financial Statements
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•
Consolidated Statement of
Changes in Equity and Comprehensive Income
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•
Notes to Consolidated
Financial Statements
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Non-consolidated Financial Statements
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•
Non-consolidated Statement
of Changes in Shareholders’ Equity and Other Net Assets
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•
Notes to Non-consolidated
Financial Statements
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Others
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Outline of the financial statements for Nippon Telegraph and Telephone East Corporation, Nippon
Telegraph and Telephone West Corporation and NTT Communications Corporation (For Reference)
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NTT Website
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http://www.ntt.co.jp/ir/index_e.html
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1 Date and Time:
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Friday, June 24, 2016 10:00
a.m. (Registration will start at 8:30 a.m.)
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2 Venue:
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International Convention Center PAMIR Grand Prince Hotel New Takanawa
13-1, Takanawa
3-chome, Minato-ku, Tokyo
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3 Purpose of the
Meeting:
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Matters to be reported
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1
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Report on the business report, Consolidated Financial Statements and audit results of independent auditors and Audit & Supervisory Board
Members for the 31st fiscal year (from April 1, 2015 to March 31, 2016)
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2
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Report on the Non-consolidated Financial Statements for the 31st fiscal year (from April 1, 2015 to March 31, 2016)
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Matters to be resolved
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First Item
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Distribution of Earned Surplus
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Second Item
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Election of Twelve (12) Members of the Board
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Third Item
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Election of One (1) Audit & Supervisory Board Member
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1
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1. When attending the meeting in person, you are kindly requested to submit the enclosed voting rights
exercise form to the receptionist at the meeting site.
2. When exercising your voting rights, you are kindly requested to read the information entitled
“(Reference) Exercising Your Voting Rights” on page 3.
3. The Business Report, audited by Audit & Supervisory Board Members, and the Consolidated
Financial Statements and the Non-consolidated Financial Statements, audited by independent auditors and Audit & Supervisory Board Members, are the documents presented in the Attachments to the Notice of Convocation of the 31st Ordinary General
Meeting of Shareholders as well as items posted on our website (excluding “(Reference)”).
4. Any subsequent revisions to the reference materials for the Ordinary General Meeting of
Shareholders or the business report, consolidated financial statements or non-consolidated financial statements will be posted on our website.
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NTT
Website
http://www.ntt.co.jp/ir/index_e.html
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2
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(Reference)
Exercising Your Voting Rights
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You are requested to review the attached Reference Materials for the Ordinary General Meeting of Shareholders (pages 5–14) before exercising your
voting rights. Shareholders may exercise their voting rights in the following three ways.
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3
4
Reference Materials for the Ordinary General Meeting of Shareholders
Resolutions and matters for reference
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First Item
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Distribution of Earned Surplus
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Nippon Telegraph and Telephone Corporation (the “Company”) has set as its important management challenge the
maximization of corporate value over the medium- and long-term, and the Company has identified the return of profits to shareholders as an important management goal.
In determining the level of dividends for the fiscal year ended March 31, 2016, the Company, while giving
consideration to stability and sustainability, takes into account a full range of factors, including business performance, financial standing and dividend payout ratio.
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1
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Type of asset to be distributed:
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Cash
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2
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Matters
relating
to
allotment
of
dividends
and
total
amount
of
dividends
to
be
distributed:
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Per share of common stock: ¥60
Total amount of dividends: ¥125,768,352,060
As the Company has already distributed an interim dividend of ¥50 per share of common stock, the annual dividend for the fiscal year will be
¥110 per one share of common stock.
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3
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Date
on
which
the
dividend
becomes
effective:
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June 27, 2016
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Reference: Please refer to page 53 for
the capital policy.
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5
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Second Item
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Election of Twelve (12) Members of the Board
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The Company is seeking approval for the election of twelve Members of the Board following the expiration of the term of office of all
current Members of the Board at the conclusion of this Ordinary General Meeting of Shareholders.
The candidates for Members of the Board are as
follows:
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1
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Satoshi Miura
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(April 3, 1944)
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Reelection
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Career summary, position, responsibilities and description of significant concurrent positions
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April 1967:
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Joined Nippon Telegraph and Telephone Public Corporation
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June 1996:
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Senior Vice President
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Head of the Personnel
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Member of the Board of the Company
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July 1996:
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Senior Vice President
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Head of the Personnel Industrial Relations
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Member of the Board of the Company
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June 1998:
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Executive Vice President
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Head of the Personnel Industrial Relations
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Member of the Board of the Company
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January 1999:
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Executive Vice President
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Deputy Senior Executive Manager of the NTT-East Provisional Headquarters
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Member of the Board of the Company
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July 1999:
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Senior Executive Vice President
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Representative Director of Nippon Telegraph and Telephone East Corporation
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June 2002:
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President and Representative Director of Nippon Telegraph and
Telephone
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East Corporation
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June 2005:
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Senior Executive Vice President
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Head of the Corporate Management Strategy Division
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Representative Member of the Board of the Company
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¢
Number of shares of the
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June 2007:
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President and Chief Executive Officer
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Company held:
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Representative Member of the Board of the Company
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32,540 shares
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¢
Years served as Member of
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June 2012:
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Chairman of the Board of the Company (present post)
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the Board:
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11 years
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[Reasons for Reelection as a Member
of the Board]
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Mr. Satoshi Miura has suitably managed the operations of the Board of Directors of the
Company as Chairman of the Board, and has been contributing to the overall development of NTT Group.
The Company also
believes he has a wealth of experience and insight based on his service thus far, notably while in the post of President of the Company.
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Held
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Attended (Percent)
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12
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12 (100%)
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6
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2
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Hiroo Unoura
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(January 13, 1949)
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Reelection
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Career summary, position, responsibilities and description of significant concurrent positions
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April 1973:
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Joined Nippon Telegraph and Telephone Public Corporation
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June 2002:
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Senior Vice President
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Head of Department I
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Member of the Board of the Company
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June 2005:
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Senior Vice President
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Head of Department V
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Member of the Board of the Company
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June 2007:
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Executive Vice President
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Head of the Corporate Strategy Planning
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Head of the Corporate Business Strategy
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Member of the Board of the Company
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June 2008:
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Senior Executive Vice President
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Head of the Strategic Business Development
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Representative Member of the Board of the Company
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June 2011:
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Senior Executive Vice President
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¢
Number of shares of the
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Representative Member of the Board of the Company
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Company held:
27,200 shares
¢
Years served as Member of
the Board:
14 years
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June 2012:
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President and Chief Executive Officer
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Representative Member of the Board of the Company (present post)
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|
[Reasons for Reelection as a Member of the
Board]
|
|
|
|
|
|
|
|
|
Mr. Hiroo Unoura has a wealth of experience as a senior corporate manager in the Company as
represented by his role in formulating and implementing NTT Group’s medium-term management strategies, his work to boost competitiveness and profitability in domestic businesses, and his efforts to expand overseas businesses.
The Company also believes him to have a high level of integrity and insight.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Hiromichi Shinohara
|
|
|
|
(March 15, 1954)
|
|
Reelection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and description of significant concurrent positions
|
|
|
|
|
|
|
|
|
|
April 1978:
|
|
Joined Nippon Telegraph and Telephone Public Corporation
|
|
|
|
|
|
|
|
|
|
|
June 2009:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of Research and Development Planning
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2011:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of the Research and Development Planning
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of the Information Sharing Laboratory Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company
|
|
|
|
|
|
|
|
|
|
|
October 2011:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of the Research and Development Planning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of the Research and Development Planning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company
|
|
|
|
|
|
|
|
¢
Number of shares of the
Company held:
14,300 shares
|
|
|
|
June 2014:
|
|
Senior Executive Vice President
Head of Research and Development Planning
Representative Member of the Board of the
Company (present post)
|
|
|
|
|
|
|
|
¢
Years served as Member of
|
|
|
|
|
|
|
|
|
|
the Board:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 years
|
|
|
|
[Reasons for Reelection as a Member of the
Board]
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Hiromichi Shinohara has a wealth of experience as a senior corporate manager in the
Company as represented by his role in implementing NTT Group’s medium-term management strategies as the person responsible for technology and research and development strategies.
The Company also believes him to have a high level of integrity and insight.
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
Jun Sawada
|
|
|
|
(July 30, 1955)
|
|
Reelection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and
description of significant concurrent positions
|
|
|
|
|
|
|
|
|
|
April 1978:
|
|
Joined Nippon Telegraph and Telephone Public Corporation
|
|
|
|
|
|
|
|
|
|
|
June 2008:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Manager of Corporate Strategy Planning Department
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of NTT Communications Corporation
|
|
|
|
|
|
|
|
|
|
|
June 2011:
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Manager of Corporate Strategy Planning Department
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of NTT Communications Corporation
|
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Senior Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Manager of Corporate Strategy Planning Department
|
|
|
|
|
|
|
|
|
|
|
|
Representative Member of the Board of NTT Communications Corporation
|
|
|
|
|
|
¢
Number of shares of the
Company held:
10,500 shares
|
|
|
|
June 2013:
|
|
Senior Executive Vice President
Representative Member of the Board of NTT Communications Corporation
|
|
|
|
|
|
¢
Years served as Member of
|
|
|
|
June 2014:
|
|
Senior Executive Vice President
|
|
|
|
|
|
|
|
the Board:
|
|
|
|
|
|
Representative Member of the Board and of the Company (present post)
|
|
|
|
|
|
2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Reasons for Reelection as a Member
of the Board]
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Jun Sawada has a wealth of experience as a senior corporate manager in the Company as
represented by his role in implementing NTT Group’s medium-term management strategies as the person responsible for business strategy.
The Company also believes him to have a high level of integrity and insight.
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
Mitsuyoshi Kobayashi
|
|
|
|
(November 3, 1957)
|
|
Reelection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and
description of significant concurrent positions
|
|
|
|
|
|
|
|
|
April 1982:
|
|
Joined Nippon Telegraph and Telephone Public Corporation
|
|
|
|
|
|
|
|
|
June 2006:
|
|
General Manager of Okayama Branch of Nippon Telegraph and
|
|
|
|
|
|
|
|
|
|
|
Telephone West Corporation
|
|
|
|
|
|
|
|
|
|
|
July 2008:
|
|
General Manager of the Service Management Department of
Nippon
|
|
|
|
|
|
|
|
|
|
|
Telegraph and Telephone West Corporation
|
|
|
|
|
|
|
|
|
|
|
June 2010:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
General Manager of the Service Management Department
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of Nippon Telegraph and Telephone
West Corporation
|
|
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of Technology Planning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of Strategic Business Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company
|
|
|
|
|
|
|
|
¢
Number of shares of the
|
|
|
|
June 2012:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
Company held:
|
|
|
|
|
|
Member of the Board of NTT COMWARE CORPORATION
|
|
|
|
|
|
7,800 shares
|
|
|
|
|
|
(present post)
|
|
|
|
|
|
|
|
|
|
June 2014:
|
|
Executive Vice President
|
|
|
|
|
|
|
|
¢
Years served as Member of
|
|
|
|
|
|
Head of Technology Planning
|
|
|
|
|
|
|
|
the Board:
|
|
|
|
|
|
Member of the Board of the Company (present post)
|
|
|
|
|
|
|
|
4 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Reasons for Reelection as a Member of the
Board]
|
|
|
|
|
|
|
|
|
|
Mr. Mitsuyoshi Kobayashi has a wealth of experience in the execution of business operations in the Company, including his role in overseeing the technology planning of the entire NTT
Group.
The Company also believes him to have a high level of integrity and insight.
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
Akira Shimada
|
|
|
|
(December 18, 1957)
|
|
|
Reelection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and description of significant concurrent positions
|
|
|
|
|
|
|
|
|
|
|
April 1981:
|
|
Joined Nippon Telegraph and Telephone Public Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2007:
|
|
General Manager of the Accounts and Finance Department of
Nippon
|
|
|
|
|
|
|
|
|
|
|
|
Telegraph and Telephone West Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2009:
|
|
General Manager of the General Affairs and Personnel Department of
Nippon
|
|
|
|
|
|
|
|
|
|
|
|
Telegraph and Telephone East Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2011:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Manager of the General Affairs and Personnel Department
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of Nippon Telegraph and Telephone East Corporation
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of the General Affairs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company
|
|
|
|
|
|
|
|
|
|
¢
Number of shares of the
Company held:
7,404 shares
¢
Years served as Member of
the Board:
4 years
|
|
|
|
June 2012:
|
|
Member of the Board of Nippon Telegraph and Telephone West
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2015:
|
|
Executive Vice President
Head of General Affairs
Member of the Board of the Company (present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Reasons for Reelection as a Member of the
Board]
|
|
|
|
|
|
|
|
|
|
|
Mr. Akira Shimada has a wealth of experience in the execution of business operations in
the Company, including his role in overseeing business operations relating to such areas as human resources, legal affairs and general affairs of the entire NTT Group.
The Company also believes him to have a high level of integrity and insight.
|
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
Tsunehisa Okuno
|
|
|
|
(October 12, 1960)
|
|
|
Reelection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and description of significant concurrent positions
|
|
|
|
|
|
|
|
|
|
|
April 1983:
|
|
Joined Nippon Telegraph and Telephone Public Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2007:
|
|
Vice President of the Corporate Business Strategy of the
Company
|
|
|
|
|
|
|
|
|
|
June 2008:
|
|
Head of the Global Business Strategy Office of Strategic Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2011:
|
|
Senior Vice President of Dimension Data Holdings plc (present
post)
|
|
|
|
|
|
|
|
|
|
June 2011:
|
|
Head of Global Business of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of Global Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company (present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¢
Number of shares of the
|
|
|
|
[Reasons for Reelection as a Member of the
Board]
|
|
|
|
|
|
|
Company held:
|
|
|
|
Mr. Tsunehisa Okuno has a wealth of experience in the execution of business operations in the Company, including his role in expanding the global business of the entire NTT
Group.
The Company also believes him to have a high level of integrity and insight.
|
|
|
|
|
|
|
4,300 shares
|
|
|
|
|
|
|
|
|
¢
Years served as Member of
the Board:
4 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
10 (83%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
Hiroki Kuriyama
|
|
|
|
(May 27, 1961)
|
|
Reelection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and description of significant concurrent positions
|
|
|
|
|
|
|
|
|
April 1985:
|
|
Joined the Company
|
|
|
|
|
|
|
|
|
|
|
February 2003:
|
|
Vice President of Department I of the Company
|
|
|
|
|
|
|
|
|
|
|
May 2005:
|
|
Vice President of the Corporate Business Strategy of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008:
|
|
Vice President of the Corporate Strategy Planning of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Vice President of President’s Office of General Affairs of the
Company
|
|
|
|
|
|
|
|
|
|
|
June 2014:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of Strategic Business Development
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company (present post)
|
|
|
|
|
|
|
|
¢
Number of shares of the
|
|
|
|
[Reasons for Reelection as a Member
of the Board]
|
|
|
|
|
|
Company held:
|
|
|
|
Mr. Hiroki Kuriyama has a wealth of experience in the execution of business operations in the
Company, including his role in developing new business of the entire NTT Group.
The Company also believes him to have a high
level of integrity and insight.
|
|
|
|
|
|
2,970 shares
|
|
|
|
|
|
|
|
|
¢
Years served as Member of
the Board:
|
|
|
|
|
|
|
|
|
2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
Takashi Hiroi
|
|
|
|
(February 13, 1963)
|
|
Reelection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and description of significant concurrent positions
|
|
|
|
|
|
|
|
|
April 1986:
|
|
Joined the Company
|
|
|
|
|
|
|
|
|
|
|
May 2005:
|
|
Vice President of the Corporate Business Strategy of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2008:
|
|
Vice President of the Strategic Business Development of the Company
|
|
|
|
|
|
|
|
|
|
|
July 2009:
|
|
Vice President of the Corporate Strategy Planning Department of the
Company
|
|
|
|
|
|
|
|
|
June 2014:
|
|
Head of the Finance and Accounting of the Company
|
|
|
|
|
|
|
|
|
|
|
June 2015:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Head of Finance and Accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of the Company (present post)
|
|
|
|
|
|
|
|
¢
Number of shares of the
|
|
|
|
[Reasons for Reelection as a Member
of the Board]
|
|
|
|
|
|
Company held:
|
|
|
|
Mr. Takashi Hiroi has a wealth of experience in the execution of business operations in the
Company, including his role in overseeing the financial and IR operations of the entire NTT Group.
The Company also believes
him to have a high level of integrity and insight.
|
|
|
|
|
|
2,700 shares
|
|
|
|
|
|
|
|
|
¢
Years served as Member of
the Board:
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
9 (100%)
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Eiichi Sakamoto
|
|
|
|
(September 3, 1963)
|
|
New
Election
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and description of significant concurrent positions
|
|
|
|
|
|
|
|
|
|
April 1986:
|
|
Joined the Company
|
|
|
|
|
|
|
|
|
|
|
April 2002:
|
|
Senior Manager of the Planning Department of Nippon
Telegraph and
|
|
|
|
|
|
|
|
|
|
|
Telephone East Corporation
|
|
|
|
|
|
|
|
|
|
|
October 2005:
|
|
Head of the Business Management Group of the
Corporate Strategy Planning
|
|
|
|
|
|
|
|
|
|
|
Department of Nippon Telegraph and Telephone East Corporation
|
|
|
|
|
|
|
|
|
July 2009:
|
|
Head of the Planning Group of the Corporate Strategy
Planning Department of
Nippon Telegraph and Telephone East Corporation
|
|
|
|
|
|
|
|
|
July 2011:
|
|
Head of the Public Relations of the Corporate
Strategy Planning of the Company
|
|
|
|
|
|
¢
Number of shares of the
Company held:
|
|
|
|
June 2015:
|
|
Senior Vice President, Managing Director
of Corporate Marketing Strategy
Department of NTT DOCOMO, INC. (expected to resign on June 16, 2016)
|
|
|
|
|
|
2,500 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[Reasons for Election as a Member of the
Board]
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Eiichi Sakamoto has a wealth of experience in the execution of business operations in
the Company and Group companies, including through his involvement in corporate strategy planning.
The Company also believes
him to have a high level of integrity and insight.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
Katsuhiko Shirai
|
|
|
|
(September 24, 1939)
|
|
Reelection
|
|
|
|
Outside
Independent
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and description of significant concurrent positions
|
|
|
|
|
|
|
|
|
|
April 1965:
|
|
Assistant of the First Faculty of Science and Engineering of Waseda
University
|
|
|
|
|
|
|
|
|
April 1968:
|
|
Full-time lecturer of the Faculty of Science and Engineering of
Waseda University
|
|
|
|
|
|
|
|
|
April 1970:
|
|
Assistant Professor of the Faculty of Science and Engineering of
Waseda University
|
|
|
|
|
|
|
|
|
April 1975:
|
|
Professor of the Faculty of Science and Engineering of Waseda
University
|
|
|
|
|
|
|
|
|
November 1994:
|
|
Director of Academic Affairs and Director of the International
Exchange Center of Waseda University
|
|
|
|
|
|
|
|
|
November 1998:
|
|
Executive Director of Waseda University
|
|
|
|
|
|
|
|
|
November 2002:
|
|
President of Waseda University
|
|
|
|
|
|
|
|
|
November 2010:
|
|
Educational Advisor of Waseda University (present post)
|
|
|
|
|
|
|
|
|
April 2011:
|
|
Chairperson of the Foundation for the Open University of Japan
(present post)
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Member of the Board of the Company (present post)
|
|
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Director of Japan Display, Inc. (present post)
|
|
|
|
|
|
¢
Number of shares of the
|
|
|
|
|
|
|
|
|
|
|
|
Company held:
|
|
|
|
[Reasons for Reelection as a Member of the
Board]
|
|
|
|
|
|
2,900 shares
¢
Years served as Member of
the Board:
4 years
|
|
|
|
Mr. Katsuhiko Shirai has a wealth of experience as operational director of an educational institution
and has a high level of integrity and insight. The Company believes that he will help strengthen the supervisory function for business execution and expects to incorporate the advice he provides from his wide-ranging managerial perspective.
|
|
|
|
|
|
|
|
|
|
[Matters regarding independence]
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
Mr. Katsuhiko Shirai fulfills the independence criteria stipulated by the Tokyo Stock
Exchange, on which the Company is listed, and the Company’s own independence standards for independent officers (*).
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Although there are transactions
conducted between Waseda University, at which Mr. Katsuhiko Shirai served as President, and the Company and its major subsidiaries, and also between the Foundation for the Open University of Japan, at which he presently serves as Chairperson, and
the Company and its major subsidiaries, the total annual amount of transactions of the aforementioned university and the total annual amount of transactions of the aforementioned foundation that have been carried out with the Company or its major
subsidiaries within the most recent three fiscal years both account for less than 1% of the total annual operating revenues of the Company and its major subsidiaries in the corresponding fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
Moreover, although the Company and its major subsidiaries provide donations to
the aforementioned university and donations to the aforementioned foundation, the respective annual amounts of donation respectively account for less than 1% of the aforementioned university’s and the aforementioned foundation’s respective
total annual incomes.
|
|
|
|
|
|
|
|
|
|
|
|
Based on the afore-mentioned reasons, the Company has determined that Mr.
Katsuhiko Shirai’s independence is maintained.
|
|
|
|
|
|
|
|
|
|
|
|
* Please refer to page 51 for details on the Company’s independence standards for
independent officers.
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
Sadayuki Sakakibara
|
|
(March 22, 1943)
|
|
Reelection
|
|
|
|
Outside
Independent
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position, responsibilities and
description of significant concurrent positions
|
|
|
|
|
|
|
|
|
|
April 1967:
|
|
Joined Toyo Rayon Co., Ltd. (currently registered as
Toray Industries, Inc.)
|
|
|
|
|
|
|
|
|
June 1994:
|
|
Director of the Corporate Planning Department of
Toray Industries, Inc.
|
|
|
|
|
|
|
|
|
June 1996:
|
|
Director of the Board of Toray Industries,
Inc.
|
|
|
|
|
|
|
|
|
June 1998:
|
|
Managing Director of Toray Industries, Inc.
|
|
|
|
|
|
|
|
|
June 1999:
|
|
Senior Managing Director of Toray Industries,
Inc.
|
|
|
|
|
|
|
|
|
June 2001:
|
|
Executive Vice President of Toray Industries,
Inc.
|
|
|
|
|
|
|
|
|
June 2002:
|
|
President of Toray Industries, Inc.
|
|
|
|
|
|
|
|
|
June 2010:
|
|
Chairman and Representative Member of the Board of
Toray Industries, Inc.
|
|
|
|
|
|
|
|
|
June 2010:
|
|
Director of Mitsui O.S.K. Lines, Ltd. (resigned on
June 24, 2014)
|
|
|
|
|
|
|
|
|
June 2012:
|
|
Member of the Board of the Company (present
post)
|
|
|
|
|
|
|
|
|
|
|
|
June 2013:
|
|
Director of Hitachi, Ltd. (present post)
|
|
|
|
|
|
|
|
|
|
|
|
June 2014:
|
|
Chairman of the Japan Business Federation
(Keidanren) (present post)
|
|
|
|
|
|
|
|
|
|
|
|
June 2014:
|
|
Chairman of the Board of Directors, Toray
Industries, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
June 2015:
|
|
Chief Senior Adviser and Chief Senior Counselor of
Toray Industries, Inc. (present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¢
Number of shares of the
Company held:
7,300 shares
¢
Years served as Member of
the Board:
4 years
|
|
|
|
[Reasons for Reelection as a Member
of the Board]
Mr. Sadayuki Sakakibara has a wealth of experience as a corporate manager and has a high level of integrity and insight. The Company
believes that he will help strengthen the supervisory function for business execution and expects to incorporate the advice he provides from his wide-ranging managerial perspective.
|
|
|
|
|
|
|
|
|
|
[Matters regarding independence]
|
|
|
|
|
|
Held
|
|
Attended (Percent)
|
|
|
|
Mr. Sadayuki Sakakibara fulfills the independence criteria stipulated by the Tokyo Stock
Exchange, on which the Company is listed, and the Company’s own independence standards for independent officers (*).
|
|
|
|
|
|
12
|
|
12 (100%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Although there are transactions
conducted between Toray Industries, Inc., at which Mr. Sadayuki Sakakibara served as Chairman of the Board of Directors, and the Company and its major subsidiaries, the total annual amount of transactions of the aforementioned company that have been
carried out with the Company or its major subsidiaries within the most recent three fiscal years account for less than 1% of the total annual operating revenues of the Company and its major subsidiaries in the corresponding fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
Moreover, although there are transactions conducted between Japan Business
Federation, at which Mr. Sadayuki Sakakibara serves as Chairman, and the Company and its major subsidiaries, the total annual amount of transactions of the aforementioned association that have been carried out with the Company or its major
subsidiaries within the most recent three fiscal years account for less than 1% of the total annual operating revenues of the Company and its major subsidiaries in the corresponding fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
Based on the afore-mentioned reasons, the Company has determined that
Mr. Sadayuki Sakakibara’s independence is maintained.
|
|
|
|
|
|
|
|
|
|
|
|
* Please refer to page 51 for details on the Company’s independence standards for
independent officers.
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
Mr. Katsuhiko Shirai and Mr. Sadayuki Sakakibara are candidates for Outside Members of the Board.
|
|
|
|
|
|
|
|
Mr. Katsuhiko Shirai has not previously been involved in the management of a company other than by way of
becoming an outside Member of the Board or an outside Audit & Supervisory Board Member. However, for the above reasons for appointment as an Outside Member of the Board, the Company determined that he is capable of adequately serving as an
Outside Member of the Board.
|
|
|
|
|
|
|
|
As stated in the above-mentioned matters regarding independence, as both Mr. Katsuhiko Shirai and Mr.
Sadayuki Sakakibara fulfill the independence criteria stipulated by the Tokyo Stock Exchange, on which the Company is listed, and the Company’s own independence standards for outside independent members, and there is no concern that conflicts
of interest with general shareholders would arise, the Company has designated them as outside independent members and filed the information related thereto with the aforementioned stock exchange. The Company plans to continue to designate both Mr.
Katsuhiko Shirai and Mr. Sadayuki Sakakibara as outside independent members should their elections be approved.
|
|
|
|
|
|
2.
|
|
In order for both Mr. Katsuhiko Shirai and Mr. Sadayuki Sakakibara to fully perform their expected roles as Outside Members of the
Board, pursuant to the provisions of Article 427(1) of the Companies Act, the Company has entered into agreements with both candidates limiting their liability for compensation for damages pursuant to Article 423(1) of that law. The maximum amount
of liability for compensation for damages pursuant to such agreements is the minimum liability amount stipulated in Article 425(1) of the Companies Act. In the event that the appointment of both candidates is approved, the Company intends to
continue the said agreements with Mr. Shirai and Mr. Sakakibara.
|
|
|
|
|
|
3.
|
|
It has been four years since Mr. Katsuhiko Shirai and Mr. Sadayuki Sakakibara were first appointed as Outside Members of the Board
in June 2012.
|
|
|
13
|
|
|
|
|
|
|
Third Item
|
|
|
|
Election of One (1) Audit & Supervisory Board
Member
|
The Company is seeking approval for the election of one Audit & Supervisory Board Member following the
resignation of its current Audit & Supervisory Board Member, Mr. Kiyoshi Kosaka, at the conclusion of this Ordinary General Meeting of Shareholders.
Audit & Supervisory Board supports this proposal.
The candidate for Audit & Supervisory Board Member is as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Takao Maezawa
|
|
|
|
(October 24, 1955)
|
|
New
Election
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Career summary, position and description of significant concurrent positions
|
|
|
|
|
|
|
|
April 1978:
|
|
Joined Nippon Telegraph and Telephone Public Corporation
|
|
|
|
|
|
|
|
|
June 2006:
|
|
Executive Manager of Human Resources Management Department, General
Manager of Training Institute, and Executive Manager of the General Affairs of NTT Communications Corporation
|
|
|
|
|
|
|
|
|
June 2008:
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
Deputy General Manager of the Enterprise Business Division
|
|
|
|
|
|
|
|
|
|
|
Member of the board of NTT Communications Corporation
|
|
|
|
|
|
|
|
|
June 2011:
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
Deputy General Manager of the Enterprise Business Division
|
|
|
|
|
|
|
|
|
Member of the Board of NTT Communications Corporation
|
|
|
|
|
|
|
August 2011:
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
Head of Second Sales Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member of the Board of NTT Communications Corporation
|
|
|
|
|
|
|
|
|
|
|
|
June 2012:
|
|
President and CEO of NTT PC Communications Incorporated (expected to
resign on June 16, 2016)
|
|
|
|
|
|
¢
Number of shares of the
|
|
|
|
[Reasons for Election as
a Member of Audit & Supervisory Board]
Mr. Takao Maezawa has a wealth of experience gained through his career, which includes his involvement in
financial operations of the Company and of other companies, and his service in positions such as president of an NTT Group company. The Company also believes him to have a high level of integrity and insight.
|
|
|
|
|
|
Company held:
|
|
|
|
|
|
|
|
|
9,004 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
If the appointment of Mr. Takao Maezawa as an Audit & Supervisory Board Member is approved, in order for him to fully perform
his expected role as an Audit & Supervisory Board Member, pursuant to the provisions of Article 427(1) of the Companies Act, the Company plans to conclude an agreement with him limiting his liability for compensation for damages pursuant to
Article 423(1) of that law. The maximum amount of liability for compensation for damages pursuant to such agreements is the minimum liability amount stipulated in Article 425(1) of the Companies Act.
|
14
|
*2
|
In addition to continuing and strengthening initiatives pursuant to its Medium-Term Management Strategy “Towards the
Next Stage 2.0,” we reviewed the financial targets of its medium-term management strategies to reflect the impact of adopting the straight-line method, effective beginning the fiscal year ending March 31, 2017, as the method for
depreciating property, plant and equipment, which previously, as a general rule, had been depreciated by the declining balance method.
|
15
16
Attachments to the Notice of Convocation of the 31st Ordinary General Meeting of Shareholders
Business Report
(For the Fiscal Year ended March 31,
2016)
This report describes the status of the corporate group (“NTT Group”) including Nippon Telegraph and Telephone Corporation (“NTT”).
|
|
|
(Regarding the Contents of the Business Report)
●
In this business report, “NTT East,” “NTT West,” “NTT Communications,” and “NTT DOCOMO” refer to Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation, NTT
Communications Corporation and NTT DOCOMO, INC., respectively.
●
With respect to amounts appearing in this report, figures determined in accordance with Japanese accounting standards are rounded down to the
nearest whole unit, and figures determined in accordance with U.S. accounting principles are rounded to the nearest whole unit.
●
With respect to underlined terms, a definition of each term is provided in the “Glossary of Terms” (pages 55 - 56).
●
The forward-looking statements, remarks and projected figures concerning the future performance of NTT and its subsidiaries and affiliates contained or referred to herein are based on a series of assumptions, projections, estimates, judgments and
beliefs of the management of NTT in light of information currently available to it regarding NTT and its subsidiaries and affiliates, the economy and telecommunications industry in Japan and overseas, and other factors. These projections and
estimates may be affected by the future business operations of NTT and its subsidiaries and affiliates, the state of the economy in Japan and abroad, possible fluctuations in the securities markets, the pricing of services, the effects of
competition, the performance of new products, services and new businesses, changes to laws and regulations affecting the telecommunications industry in Japan and elsewhere, other changes in circumstances that could cause actual results to differ
materially from the forecasts contained or referred to herein, as well as other risks included in this Business Report.
|
17
|
|
|
|
|
|
|
Business Progress and Results of NTT Group
|
|
|
|
|
In the fiscal year ended March 31, 2016, a wide range of changes took place in the information and telecommunications
market with the increased spread and market penetration of devices such as
smart devices
that utilize fixed-line and mobile broadband, and improved convenience in people’s everyday lives and productivity in various industries through the
evolution of technologies such as
cloud services
,
IoT
, and
Big Data
. In addition, the role of information and telecommunications is becoming increasingly important, including strengthening security measures against increasingly
sophisticated and complex cyberattacks, strengthening natural disaster countermeasures and managing safe and secure social systems. This change can be seen on a global scale.
In light of these circumstances, NTT Group formulated and announced its Medium-Term Management Strategy “Towards the
Next Stage 2.0,” in May 2015, accelerated its self-transformation as a “Value Partner” and worked to place the entire NTT Group towards a profit growth track.
Status of Initiatives to Expand Global Business and Increase Overseas Profit Generation
We seek to establish and expand our global
cloud service
as a cornerstone of our business operations, and we strengthened our efforts to accelerate overseas profit generation through the following initiatives.
|
n
|
In order to further strengthen our ability to provide
full-stack
and
full-life-cycle
services, we pursued
M&A and worked to expand our
cloud
computing platform through establishing data centers.
|
|
n
|
We promoted
cross-selling
through collaboration among group companies through our global network,
cloud
migration, and
IT outsourcing
projects and received orders from leading companies in various industries including manufacturing and finance.
|
|
n
|
We have been resolutely engaged in streamlining and optimizing our services and operations in our global
cloud
business while implementing thorough cost reduction measures by reducing procurement costs across group companies.
|
18
Status of Initiatives to Improve Efficiency and Enhance Profitability of Domestic Network
Businesses
We worked to
enhance profitability by creating high value-added services as well as optimizing capital investments and reducing costs for our domestic network businesses.
|
n
|
Through our efforts with the “Hikari Collaboration Model” and “+d” to promote collaboration among
various businesses, we worked to create high
value-added
services.
|
|
n
|
In addition to simplifying and streamlining networks, we worked to increase the efficiency of capital investment by
increasing the usage of existing facilities and reducing procurement costs.
|
|
n
|
We worked to reduce costs by controlling marketing costs through the development of the “Hikari Collaboration
Model” and by increasing business efficiency.
|
In addition, in order to support the above initiatives, we worked to increase the transparency of information
regarding group management, further standardize the group’s accounting principles, and bolster cash management including overseas subsidiaries. Furthermore, project teams were formed to review various topics and initiatives aimed at cost
reduction and generating profits.
19
Status of Initiative to Expand B2B2X Business
The Japanese government has been developing and
implementing a variety of policies centered on the 2020 Tokyo Olympic and Paralympic Games and the Japanese government’s “Vitalization of Local Economies” initiative. NTT Group plans to make use of these opportunities to accelerate
migration to the
B2B2X
model and, together with businesses in other fields and local governments, strengthen measures aimed at creating services that will become the standard of the next generation.
|
n
|
Based on its mission to help resolve the many issues that exist in various regions and help build communities through
ICT, NTT Group concluded comprehensive partnership agreements with Fukuoka City and Sapporo City.
|
|
n
|
With the aim of achieving “visual service innovations” and an “evolution of
user experience
”
toward 2020 and beyond, NTT and Panasonic Corporation have agreed to enter a business alliance.
|
|
n
|
In order to contribute to the “vitalization of local economies,” NTT entered into a business alliance with
Hitachi, Ltd. to develop services utilizing ICT such as
Big Data
, and
IoT
aimed to assist in developing and maintaining a safe, secure, comfortable and efficient urban infrastructure.
|
|
(Note) :
|
NTT, NTT East, NTT West, NTT Communications, and
NTT DOCOMO are Gold Partners (Telecommunications Services) for the Tokyo 2020 Olympic and Paralympic Games.
|
20
21
22
Overview
In the Regional Communications Business
Segment, we worked to develop our
B2B2X
business through the “Hikari Collaboration Model,” the wholesale provision of fiber-optic access infrastructure services to various service providers.
¡
Details of
Main Initiatives
|
n
|
With regard to the “Hikari Collaboration Model,” the number of service providers providing wholesale service
was around 350 companies at the end of the fiscal year ended March 31, 2016, as we promoted collaborative projects with not only mobile network operators and ISPs but also business operators in diverse industries including the energy industry, real
estate industry, and security industry. In the cable television industry, new use cases were born, including the adoption of the “Hikari Collaboration Model” in the conversion of all service areas to fiber optics. As a result of these
initiatives, the number of fiber-optic access service subscriptions using this model was 4.69 million.
|
|
n
|
With the development of the “Hikari Collaboration Model,” we achieved a large-scale reduction in marketing
costs. Furthermore, by simplifying and streamlining networks and further increasing the usage of existing facilities, we worked to make capital investment more efficient.
|
|
n
|
As companies and local governments are proactively promoting the use of Wi-Fi as a powerful information service tool, in
various regions, we implemented an initiative to improve convenience for the increasing number of visitors to Japan by expanding the coverage area of Wi-Fi. The number of Wi-Fi area owners reached 393, marking a large increase from the previous
fiscal year.
|
23
|
|
|
|
|
(Reference) Status of Provision of Major Services
|
|
|
|
Number of Subscriptions for Major Services
|
|
|
|
|
“FLET’S Hikari”:
|
|
19.26 million subscriptions (an increase of 0.54 million subscriptions
from the previous fiscal year)
|
|
|
|
(Included in the above) “Hikari Collaboration Model”:
|
|
|
|
|
|
|
4.69 million subscriptions (an increase of 4.42 million subscriptions
from the previous fiscal year)
|
|
|
|
|
“Hikari Denwa”:
|
|
17.37 million channels (an increase of 0.27 million channels from the
previous fiscal year)
|
|
|
|
|
“FLET’S TV”:
|
|
1.43 million subscriptions (an increase of 0.09 million subscriptions
from the previous fiscal year)
|
|
|
|
|
|
|
|
|
Note:
|
|
The figures for “FLET’S
Hikari,” “Hikari Denwa” and “FLET’S TV” include the number of subscriptions for wholesale services provided to service providers through the use of the “Hikari Collaboration Model” by NTT East and NTT
West.
|
24
Overview
In the Long Distance and International
Communications Business Segment, in addition to expanding our
cloud
computing platforms and enhancing our provision of
seamless
ICT solutions combining network and security, etc., we worked to enhance our service provision in growth
areas such as
cloud services
and
IT outsourcing
.
¡
Details of Main Initiatives
|
n
|
In order to strengthen our ability to meet the demand for
cloud services
and data centers in various global
regions, we began providing services at new data centers, that achieve high reliability through redundancy of electric power facilities and telecommunications equipment as well as enhanced security, in Sacramento in North America, Vienna in Europe,
and Hong Kong, Mumbai, and Bangkok in Asia. Furthermore, we acquired one of the largest data center providers in Indonesia, PT. Cyber CSF (headquartered in Jakarta). As a result of efforts
|
|
|
to proactively expand
cloud
computing platforms, NTT Group’s data centers were ranked as top class in the world in terms of both total floor area and potential server installation
floor area according to a report by U.S. TeleGeography (published in October 2015).
|
|
n
|
Toward our goal of business expansion in growth fields such as
cloud services
and
IT outsourcing
, we
strengthened our operational structure by securing personnel in various regions.
|
25
|
|
|
(Reference) Status of Provision of Major Services
|
|
|
|
Number of Subscriptions for Major Services, etc.
|
|
Number of customers for
Cloud Services
:
|
|
8,300
customers (an increase of 1,000 customers from the previous fiscal year)
|
|
Hikari TV: 3.05 million subscriptions (an increase of 0.04 million subscriptions from the previous fiscal year)
|
26
Overview
In the Mobile Communications Business Segment,
we have worked toward the promotion of sales of the new billing plan, “Kake-hodai & Pake-aeru,” and “docomo Hikari,” promoting collaboration with various businesses partners and providing new value-added services to
enhance profitability in the smart life area.
¡
Details of
Main Initiatives
|
n
|
In addition to promoting the sales of its “Kake-hodai & Pake-aeru”, as a new billing plan tailored to
suit a customer’s stage of life that offers more affordable rates to long-term users, we newly launched the “Kake-hodai Light Plan” in September 2015, and the “Share pack 5” in March 2016. As a result, the number of
subscriptions to “Kake-hodai & Pake-aeru,” reached 29.70 million.
|
|
¢
|
By utilizing the “Hikari Collaboration Model” from the Regional Communications Business Segment, we promoted
the sales of the “docomo Hikari Pack,” which bundles fiber-optic access infrastructure services, internet access service, and mobile service. As a result, the number of subscriptions to “docomo Hikari” reached 1.57 million.
|
|
n
|
In order to strengthen profitability in the Smart Life area, in addition to content services, finance and settlement
services, we pursued the “+d” initiative, which was aimed at creating new added value through collaboration with various business partners. Specifically, in addition to commencing testing of a revolutionary rice-planting management system
in Niigata City, we began offering “d POINTs,” our new loyalty point program that can be used at convenience stores and fast food restaurants, etc.
|
27
Overview
In the Data Communications Business Segment, we
responded to the acceleration of our customers’ expansion in the global market and the diversification and increased sophistication of their needs by working to expand our business in the global market and to expand and reliably provide a range
of IT services, such as
system integration
, that are responsive to the changes in the market.
¡
Details of Main Initiatives
|
n
|
To strengthen consulting services to the global financial services industry, we acquired Carlisle & Gallagher
Consulting Group, Inc. (headquartered in the U.S.), a leading US provider of financial IT consulting and system deployment. To increase our presence through the acquisition of a North America-focused operating base and to enhance
cloud
services
and
BPO
services using cutting-edge technology, we reached an agreement with Dell Inc. to acquire the Dell Services Division, a leading provider of digital solutions services tailored to the healthcare industry.
|
|
n
|
We participated in the development of a
digital archive
management of rare collections including the Spanish
Royal Family library, which is managed by Patrimonio Nacional, a state institution responsible for preserving the assets of the Spanish Crown.
|
|
n
|
We started providing
IoT
platforms that collect and distribute the information of various “things”
including electronic devices such as sensors and plants, and we promoted the development of
IoT
services for monitoring services for supply and waste water utility operators.
|
28
Overview
In the Other Business Segment, we mainly
provided services related to the real estate business, finance business, construction and electric power business, and system development business.
|
¢
|
We pursued our real estate leasing operations centered on office buildings and commercial facilities and our condominium
operations principally through the “Wellith” brand. Furthermore, we utilized our know-how developed in these operations to pursue global and real estate fund businesses.
|
|
¢
|
We provided financial services such as leasing, installation payment, and other finance areas concentrating on
information-related equipment, billing and collection services for telecommunication service bills, and credit card transaction settlement services.
|
|
|
|
|
|
¡
Construction and Electric Power Business
|
|
|
|
¢
|
By combining and utilizing our technology in “ICT, energy, and construction” to the fullest extent, we
designed and built large-scale solar power generation systems and data centers.
|
|
|
|
|
|
¡
System Development Business
|
|
|
|
¢
|
To provide optimized, high-quality ICT services, we worked to develop network operation systems and application
services.
|
29
|
|
|
|
|
Status of Fundamental Research &
Development
|
Pursuant to its Medium-Term Management Strategy “Towards the Next Stage 2.0,” we promoted various initiatives
including cutting-edge research with a view towards the future. Furthermore, in order to commercialize the results of development, we developed business plans tailored to market trends based on our
System for Commercializing R & D Results
and worked to promote development for practical use.
Core Technological Development to Place the Entire Group on a Profit Growth Track
|
¢
|
In order to counter new and increasingly sophisticated cyberattacks, we pursued research and development in security
orchestration technology using
virtualization technologies
to automatically detect attacks on a network, take appropriate countermeasures and automatically restore the network itself.
|
|
¢
|
We pursued the development of
edge computing
technology which places servers on the periphery of the network and
facilitates the real-time capability and reduced terminal loads required by
IoT
.
|
|
¢
|
We developed “R-env:
™
,” a
cloud
-responsive
interaction control technology which easily allows the flexible combination of robots and other
IoT
devices with applications and facilitates the development of new services, pursuing
open innovation
activities such as
hackathons
.
|
|
¢
|
With respect to
AI
, where there is a growing interest in recent years as a prime driver of social revolution, we
promoted the development of “corevo
™
,” which is a collective term for the technology that aims “to compensate for and draw out human being’s capabilities.”
|
30
Initiatives to Improve Efficiency and Enhance Profitability of Domestic Network Businesses
|
¢
|
To realize the “NetroSphere concept,” which makes it possible to create a variety of services by modularizing
network functions and flexibly assembling these modules, we pursued joint research with various ICT vendors and providers and built a testing environment to conduct technological evaluation.
|
|
¢
|
In order to reduce inspection costs and improve the safety of our iron covers of 680,000 manholes in Japan, we supported
the introduction and commercialization of technology that utilizes
|
|
|
images taken by digital cameras to estimate the levels of unevenness and degrees of deterioration.
|
|
¢
|
To reduce cases where optical fiber cables cannot be used because of aesthetic issues, we have developed a
“transparent optical fiber,” which is thin and transparent like a fishing line, to help blend in with various wall surfaces and prevent it from standing out.
|
Promoting
the Creation of New Value through Collaboration
|
¢
|
We collaborated with Panasonic Corporation with the aim of creating a service that allows intuitive operations where
information is displayed simply by swiping a simple portable device, which is equipped with a transparent type display.
|
|
¢
|
In collaboration with Toyota Motor Corporation and Preferred Networks, Inc., we demonstrated the “crashless
car” concept using
edge computing
and
deep learning
technology.
|
|
¢
|
We contributed to the development of the “Study
|
|
|
Panel for Inter-Industry Human Resources Development on Cyber Security” which has more than 40 companies as members primarily from the key areas of the infrastructure industry, by defining
the type of personnel needed in the industry and identifying discussion points.
|
|
¢
|
We began a joint research project with Mitsubishi Heavy Industries, Ltd. relating to cyber security technology for
Application in Critical Infrastructure Control Systems.
|
31
Research and Development in Technologies that Enable Highly Immersive New Experiences
|
¢
|
We successfully provided real-time broadcasting on a specifically identified individual through simulated 3D that
utilizes “Kirari!” technology, which provides ultra-high-presence “as if you were there” experiences.
|
|
¢
|
We developed the “Visual Explorer” technology that enables users to download relevant information by simply
holding up their smartphone and tested it at Haneda Airport. We allowed visitors to the “NTT R&D Forum 2016” to
|
|
|
experience the “Visual Explorer” and the
“Real-time
Crowded Map” application, which offers a visual image of the state of congestion in
public facilities.
|
|
¢
|
We developed composition and display technology that can be applied in sports training by providing highly realistic
views using a head-mounted display. This technology virtually recreates difficult-to-capture images such as the view from an athlete’s eyes during a game.
|
Promoting Cutting-edge Research
|
¢
|
We were recognized as number one worldwide in recognition precision in an international technological evaluation of
mobile voice recognition technology in noisy public areas such as an urban district.
|
|
¢
|
Aiming to realize AI that interprets mental indicators and physical actions that humans are not aware of as data to
offer “comfortable
|
|
|
circumstances for humans,” we developed technology that reads subliminal mental fluctuations in humans from eye movement.
|
|
¢
|
In order to deliver a simple and highly efficient quantum cryptography system, we developed technology that makes it
unnecessary to install an error rate monitor between the sender and receiver.
|
32
|
|
|
Status of Initiatives to Promote Corporate Social Responsibility
(CSR)
|
In order to contribute to society and to promote growth of its business, we have been revising our “NTT Group CSR
Charter” and “NTT Group Priority Activities.” Furthermore, in order to contribute to the sustainable development of society, NTT Group companies undertook a range of activities and engaged in proactive information disclosure.
Enrich Social Communication
|
¢
|
In order to provide an ICT environment and services that anyone can use easily, we began providing a text entry application,
“Move & Flick,” with the aim of promoting the use of smartphones by individuals with
|
|
|
visual disabilities. The application allows smartphones to be used without being mindful of the starting position for text entry.
|
Protect the Global
Environment
|
¢
|
Through the “Total Power Revolution (TPR) movement,” which is aimed at promoting the reduction of electrical power
consumption, etc., we worked to reduce the CO2 emissions generated by our own business activities. Furthermore, by
|
|
|
expanding the service area of cycle sharing utilizing ICT and building solar power generation system, we worked to reduce the environmental impact of society as a whole.
|
Ensure Reliable
Communications
|
¢
|
In order to secure high levels of stability and reliability as key infrastructure, we implemented group-wide disaster drills
and entered into agreements, such as ones with the Japan Post Group and the Petroleum Association of Japan, to enable cooperation when natural disasters occur and information sharing in normal circumstances.
|
|
|
Furthermore, in order to counter increasingly diverse and large-scale cyberattacks, while conducting exercises, we developed more sophisticated security policies through countermeasures against
targeted attacks and vulnerable areas, and promoted various initiatives in human resources development using various educational methods.
|
Unite the Energies of Team
NTT
|
¢
|
We worked to create awareness among employees on sexual minorities such as
LGBT
persons and persons with
disabilities, promoting the creation of a
|
|
|
work environment that ensures a broad range of personnel can demonstrate their talents, and holding diversity workshops.
|
In light of the foregoing and other
similar endeavors, NTT Group was selected as one of the Asia-Pacific Region index companies of the Dow Jones Sustainability Index (DJSI), a global index for socially responsible investing, for the second consecutive year.
As a result of the above efforts, NTT Group’s consolidated operating revenues for the fiscal year ended March 31, 2016 were 11,541.0 billion
yen (an increase of 4.0% from the previous fiscal year) and consolidated operating expenses were 10,192.8 billion yen (an increase of 1.8% from the previous fiscal year). As a result, consolidated operating income was 1,348.1 billion yen (an
increase of 24.3% from the previous fiscal year), consolidated income before income taxes was 1,329.3 billion yen (an increase of 24.6% from the previous fiscal year), and consolidated net income attributable to NTT was 737.7 billion yen (an
increase of 42.4% from the previous fiscal year).
33
|
|
|
|
|
|
|
Issues Facing the Corporate Group
|
|
|
|
|
|
|
|
Future Outlook of the Business Environment
|
In the information and telecommunications market, in addition to the further use of
cloud services
,
IoT
,
and
Big Data
, the development of new technologies such as the evolution of
AI
is also expected. Furthermore, with the entrance of new players, market competition that surpasses existing business sector boundaries is expected to
further intensify, and collaborative coordination and cooperation among businesses working to create new added value should also progress. From these changes, the required role of information and telecommunications should both expand and become more
important.
|
|
|
Business Developments Pursuant to the Medium-Term
Management Strategy
|
In line with its Medium-Term Management Strategy “Towards the Next Stage 2.0,” NTT Group will continue to work
to reform its business structure.
Initiatives to Expand Global Business and Increase Overseas Profit Generation
To realize solid sales growth in our overseas business, we will work to further enhance our global
business promotion system as well as our services and products. Furthermore, by expanding our global accounts and promoting
up-selling
and
cross-selling
, we will work to enhance our sales and marketing. Additionally, we will work to maximize cost efficiency and strengthen group governance and risk management.
Initiatives
to Improve Efficiency and Enhanced Profitability of Domestic Network Business
In the highly competitive domestic fixed-line communications market and mobile communications market, we
are making efforts toward profit generation through increased efficiency in capital investment and cost reductions.
Specifically,
in relation to the increased efficiency in capital investment, we will work to make networks simplified and streamlined, to utilize the results of research and development including software control technology, to further increase the usage
efficiency of existing facilities, and to unify specifications of procured goods and narrow down model types in order to cut procurement costs.
Additionally, we will work to make our IT systems more efficient through the use of the
latest technology, including virtualization as well as shared platforms.
With regard to cost reductions, we will continue to
reduce marketing costs through the development of the “Hikari Collaboration Model” and to strengthen our efforts. We will boost the competitiveness of our products and services and improve our user service through cost reductions, while
simultaneously working to establish simple, efficient business operations based on our transition to the
B2B2X
model and other initiatives.
34
Initiatives to Expand B2B2X Business
We are currently supporting the communications services field as a Gold Partner (Telecommunications
Services) for the Tokyo 2020 Olympic and Paralympic Games promoted through a public-private partnership, and we will see “Vitalization of Local Economies” as a great opportunity to utilize our collective strength and organically use our
national-scale fixed-line and mobile broadband networks, as well as our
technology, know-how, and assets in the information systems field. In particular, through collaborations with businesses in other fields and local governments, we will promote the transition to
the
B2B2X
model and work to create high value-added services. Through the above efforts, we create services that will be inherited as the standard of the next generation and connect to sustained growth in our domestic business.
In addition to continuing and
strengthening initiatives pursuant to its Medium-Term Management Strategy “Towards the Next Stage 2.0,” we reviewed the financial targets of our medium-term management strategies to reflect the impact of adopting the straight-line method,
effective beginning the fiscal year ending March 31, 2017, as the method for depreciating property, plant and equipment, which previously, as a general rule, had been depreciated by the declining balance method.
Through these efforts, while focusing mainly on profit growth, by continuing to increase our capital efficiency through stock repurchases, we aim to
grow our EPS (Earnings Per Share) to 400 yen or more by the fiscal year ending March 31, 2018.
Review of financial targets of Medium-Term
Management Strategy “Towards the Next Stage 2.0”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
|
|
|
Financial Target for fiscal year
ending
March 31, 2018
|
|
|
|
|
|
|
|
|
EPS growth
(Net income per share)
|
|
|
|
At least ¥350
g
At least ¥
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overseas sales/Overseas operating income
|
|
|
|
$22 billion/$1.5 billion
|
|
|
|
|
|
|
|
|
Streamlining capital investment
(domestic network business)
[compared against the fiscal year ended March 31, 2015]
|
|
|
|
At least ¥200.0 billion decrease
|
|
|
|
|
|
|
|
|
Cost reductions
(fixed-line/mobile access-related)
[compared against the fiscal year ended March 31, 2015]
|
|
|
|
At least ¥600.0 billion decrease
g
At least ¥
800.0
billion decrease
|
|
|
|
|
|
|
|
(Notes)
|
|
1.
|
|
Overseas operating income excludes M&A-related temporary expenses, such as depreciation costs of intangible fixed
assets.
|
|
|
|
2.
|
|
Streamlining capital investment (domestic network business) excludes NTT Communications’ data centers and certain other
assets.
|
|
|
|
3.
|
|
Cost reductions (fixed-line/mobile access-related) excludes the impact of the change of depreciation method for property, plant and
equipment.
|
|
|
|
4.
|
|
The financial targets for overseas sales, overseas operating income and streamlining capital investment (domestic network business)
have not been revised.
|
35
|
|
|
|
|
Promotion of Fundamental Research & Development
|
|
|
We will develop the core technologies required for the achievement of our Medium-Term Management Strategy, including
cloud
, security,
AI
, and
IoT
, and in order to contribute to the acceleration of profit creation, we will also develop technology to create common parts for network equipment and reduce the time required for network building,
maintenance, and operations, contributing to cost reductions. Simultaneously, through the promotion of collaboration with other companies toward the creation of new value, we will consistently transform output of research and development into new
businesses and proactively expand both in Japan and abroad.
|
|
|
|
|
Promotion of Corporate Social Responsibility (CSR)
|
|
|
In order to help resolve the many social issues that exist both in and outside Japan, we will continue to make a
collective effort to promote CSR in accordance with the guidelines set out in the “NTT Group CSR Charter,” and will also work to increase management transparency by further enhancing the content of, for example, our Annual Report and
Sustainability Report, and by promoting information disclosure.
With respect to environmental issues, which are a global concern, we
will contribute to reducing the environmental burden on society as a whole through the utilization of ICT services and the services and technology provided by NTT Group, and work to reduce the environmental burden across all of our business
activities. At the same time, we will promote initiatives, such as those for environmental protection, that engage the cooperation of all stakeholders, such as NTT Group employees, business partners and local communities.
Furthermore, to secure high levels of stability and reliability in our communications services, we will work to provide even safer and
more secure services through the implementation of disaster drills based on our collaborative framework with external agencies. In addition, in order to counter increasingly diverse and large-scale cyber-attacks, we are promoting the introduction of
research and development results as well as strengthening training efforts to produce cybersecurity experts that possess more advanced skills.
Additionally, we respect and utilize personnel with diverse values and individuality, creating a work environment that ensures a broad
range of personnel can demonstrate their talents, irrespective of gender, age, race, nationality, disability status, sexual orientation, or gender identity.
36
|
|
|
|
|
|
|
Capital Investment of NTT Group
|
|
|
|
|
NTT Group made a total of ¥1,687.2 billion of capital investments (a decrease of 7.2% from the previous fiscal year),
focused on responding to customer demands for various services such as “
FLET’S Hikari
(including
the Hikari Collaboration Model
)” and
LTE
(“Xi”) service, among others.
|
|
|
|
|
Category
|
|
Capital Investment
(billions of yen)
|
|
Regional Communications Business
|
|
622.1
|
|
Long Distance and International Communications Business
|
|
227.6
|
|
Mobile Communications Business
|
|
595.2
|
|
Data Communications Business
|
|
134.0
|
|
Other Business
|
|
108.3
|
|
|
|
|
|
|
|
External Financing of NTT Group
|
|
|
|
|
NTT Group raised capital for capital investment and other purposes in the form of long-term funding in the amount of
¥398.3 billion.
The details of the long term funding are as follows:
|
|
|
|
|
Category
|
|
Amount
(billions of yen)
|
|
Corporate Bonds
|
|
6.1
|
|
Long-term borrowings
|
|
392.2
|
|
Total
|
|
398.3
|
NTT raised ¥93.9 billion from long-term funding to be used by NTT for the purpose of making loans to NTT
Communications for their business funds and by NTT as funds for stock repurchases, and raised ¥50.0 billion as long-term borrowings from subsidiaries.
37
|
|
|
|
|
|
|
Main Lenders and Outstanding Borrowings of NTT
Group
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Outstanding Borrowings
|
|
|
(billions of yen)
|
|
|
|
|
Mizuho Bank, Ltd.
|
|
546.2
|
|
|
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
|
323.8
|
|
|
|
|
Sumitomo Mitsui Banking Corporation
|
|
237.5
|
|
|
|
|
Mitsubishi UFJ Trust and Banking Corporation
|
|
132.6
|
|
|
|
|
Nippon Life Insurance Company
|
|
127.0
|
|
|
|
|
Meiji Yasuda Life Insurance Company
|
|
105.0
|
|
|
|
|
Sumitomo Mitsui Trust Bank, Limited
|
|
91.7
|
|
|
|
|
Shinkin Central Bank
|
|
68.5
|
|
|
|
|
The Nishi-Nippon City Bank, Ltd.
|
|
66.5
|
|
|
|
|
Sumitomo Life Insurance Company
|
|
44.0
|
38
|
|
|
|
|
|
|
|
|
Company
|
|
Capitalization
|
|
NTT’s equity
ownership
percentage
(%)
|
|
Main business activities
|
|
Nippon Telegraph and Telephone East
Corporation
|
|
¥335,000
million
|
|
100.00
|
|
Intra-prefectural communications services in the eastern part of Japan
|
|
Nippon Telegraph and Telephone
West Corporation
|
|
¥312,000
million
|
|
100.00
|
|
Intra-prefectural communications services in the western part of Japan
|
|
NTT Communications
Corporation
|
|
¥211,763
million
|
|
100.00
|
|
Inter-prefectural communications services, International communications services and
Internet-related services
|
|
NTT DATA CORPORATION
|
|
¥142,520
million
|
|
54.19
(0.02)
|
|
Data communications systems services
and Network system services
|
|
NTT DOCOMO, INC.
|
|
¥949,679
million
|
|
65.66
(0.01)
|
|
Mobile telephone services
|
|
Spectrum Holdings Inc.
|
|
US$4,101.93
million
|
|
0
(100.00)
|
|
Overall management of European and
United States subsidiaries of Dimension
Data Holdings plc
|
|
NTT America, Inc.
|
|
US$1,893.02
million
|
|
0
(100.00)
|
|
Provision of Arcstar services in North
America
|
|
NTT Data International L.L.C.
|
|
US$1,649.67
million
|
|
0
(100.00)
|
|
Overall management of North American
subsidiaries of NTT DATA CORPORATION
|
|
NTT DATA, Inc.
|
|
US$1,356.41
million
|
|
0
(100.00)
|
|
Consulting, system design and
development
|
|
Dimension Data (U.S.) II, Inc.
|
|
US$822.86
million
|
|
0
(100.00)
|
|
Investment activities in the Americas
|
|
Dimension Data Commerce
Centre Limited
|
|
US$782.67
million
|
|
0
(100.00)
|
|
Communications equipment sales in the
Americas
|
|
Virtela Technology Services
Incorporated
|
|
US$513.53
million
|
|
0
(100.00)
|
|
Provision of network services
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Capitalization
|
|
NTT’s equity
ownership
percentage
(%)
|
|
|
Main business activities
|
|
Dimension Data (U.S.) Inc.
|
|
US$480.24
million
|
|
|
0
(100.00)
|
|
|
Overall management of American
subsidiaries of Dimension Data Holdings plc
|
|
NTT DATA EMEA LTD.
|
|
€
408.12
million
|
|
|
0
(100.00)
|
|
|
Overall management of European
subsidiaries of NTT DATA
|
|
Lux e-shelter 1 S.a.r.l.
|
|
€
403.20
million
|
|
|
0
(86.70)
|
|
|
Holding company of e-shelter Group
|
|
NTT URBAN DEVELOPMENT CORPORATION
|
|
¥48,760
million
|
|
|
67.30
|
|
|
Real estate acquisition, construction,
management, and leasing
|
|
RW Holdco Inc.
|
|
US$420.44
million
|
|
|
0
(100.00)
|
|
|
Holding company of RagingWire Data
Centers, Inc.
|
|
RagingWire Data Centers, Inc.
|
|
US$420.41
million
|
|
|
0
(100.00)
|
|
|
Provision of data center services in
North America
|
|
DOCOMO Digital GmbH
|
|
€
350.12
million
|
|
|
0
(100.00)
|
|
|
Holding company of net mobile AG and
Buongiorno S.p.A.
|
|
Dimension Data Holdings plc
|
|
US$388.52
million
|
|
|
100.00
|
|
|
Overall management of Dimension Data
group
|
|
Dimension Data North America, Inc.
|
|
US$375.56
million
|
|
|
0
(100.00)
|
|
|
Building ICT system infrastructure and
provision of maintenance support
|
|
NTT DATA EUROPE GmbH & CO. KG
|
|
€
308.05
million
|
|
|
0
(100.00)
|
|
|
Overall management of NTT DATA
CORPORATION’s overseas subsidiaries which provide SAP services
|
|
RW Midco Inc.
|
|
US$346.97
million
|
|
|
0
(80.05)
|
|
|
Holding company of RW Holdco, Inc.
|
|
Solutionary, Inc.
|
|
US$239.32
million
|
|
|
100.00
|
|
|
Provision of managed security
services
|
|
NTT EUROPE LTD.
|
|
GB£153.83
million
|
|
|
0
(100.00)
|
|
|
Provision of Arcstar services in
Europe
|
40
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Capitalization
|
|
NTT’s equity
ownership
percentage
(%)
|
|
|
Main business activities
|
|
mmbi, Inc.
|
|
¥24,890
million
|
|
|
0
(100.00)
|
|
|
Provision of basic broadcasting business stipulated by the Broadcast Act and related
services
|
|
Carlisle & Gallagher Consulting Group,
Inc.
|
|
US$205.17
million
|
|
|
0
(100.00)
|
|
|
Consulting as well as system design and
development
|
|
Arkadin International SAS
|
|
€
165.93
million
|
|
|
0
(92.68)
|
|
|
Provision of teleconference, Web
conference and video conference services
|
|
NTT COMWARE CORPORATION
|
|
¥20,000
million
|
|
|
100.00
|
|
|
Development, production, operation
and
maintenance of information
communications systems and software
|
|
NTT AUSTRALIA PTY. LTD.
|
|
A$218.73
million
|
|
|
0
(100.00)
|
|
|
Provision of Arcstar services in Australia
|
|
Lux e-shelter 3 S.a.r.l.
|
|
€
147.62
million
|
|
|
0
(100.00)
|
|
|
Headquarters of the operational functions within the e-shelter Group
|
|
e-shelter Services Holding GmbH
|
|
€
143.00
million
|
|
|
0
(100.00)
|
|
|
Headquarters of the datacenter business in
Germany
|
|
DOCOMO Guam Holdings, Inc.
|
|
US$161.27
million
|
|
|
0
(100.00)
|
|
|
Holding company of DOCOMO PACIFIC,
INC.
|
|
Dimension Data Australia Pty Limited
|
|
A$209.65
million
|
|
|
0
(100.00)
|
|
|
Building ICT system infrastructure and
provision of maintenance support
|
|
NTT FINANCE CORPORATION
|
|
¥16,770
million
|
|
|
92.17
(7.83)
|
|
|
Lease and installment sales of
telecommunications related devices, and
billing and collection of charges for
communications and other services
|
|
NTT Communications Deutschland AG
|
|
€
124.24
million
|
|
|
100.00
|
|
|
Holding company of NTT Com Security AG
|
|
NTT DATA ASIA PACIFIC PTE. LTD.
|
|
SG$184.76
million
|
|
|
0
(100.00)
|
|
|
Overall management of NTT DATA
CORPORATION’s Asia-Pacific subsidiaries
|
|
Dimension Data Cloud Solutions
Australia Pty Ltd
|
|
A$175.64
million
|
|
|
0
(100.00)
|
|
|
Provision of
cloud
solutions
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Capitalization
|
|
NTT’s equity
ownership
percentage
(%)
|
|
|
Main business activities
|
|
|
|
|
|
|
e-shelter
Properties Holding S.a.r.l.
|
|
€
118.44
million
|
|
|
0
(100.00)
|
|
|
Headquarters of the datacenter business in Australia
|
|
|
|
|
|
|
GYRON INTERNET
LIMITED
|
|
GB£93.00
million
|
|
|
0
(100.00)
|
|
|
Provision of data center related services in
the UK
|
|
|
|
|
|
|
NTT DATA
Enterprise Services Holding,
Inc.
|
|
US$130.09
million
|
|
|
0
(100.00)
|
|
|
Consulting as well as system design and
development
|
|
|
|
|
|
|
Downtown
Properties Owner, LLC
|
|
US$123.76
million
|
|
|
0
(100.00)
|
|
|
Real estate acquisition, operations, and
management
|
|
|
|
|
|
|
UD EUROPE
LIMITED
|
|
GB£81.80
million
|
|
|
0
(100.00)
|
|
|
Investment in and management of real
estate in the UK
|
|
|
|
|
|
|
DOCOMO
Innovations, Inc.
|
|
US$110.38
million
|
|
|
0
(100.00)
|
|
|
Discovery of and investment in venture
companies that possess advanced
technologies that can be used with mobile
communications services or other
innovative technologies
|
|
|
|
|
|
|
NTT FACILITIES,
INC.
|
|
¥12,400
million
|
|
|
100.00
|
|
|
Design, management, and maintenance of
buildings, equipment, and electric power
facilities
|
|
|
|
|
|
|
Dimension Data
International Limited
|
|
US$109.62
million
|
|
|
0
(100.00)
|
|
|
Holding company of Dimension Data
Holdings Nederland B.V.
|
|
|
|
|
|
|
NTT Plala Inc.
|
|
¥12,321
million
|
|
|
0
(95.39)
|
|
|
Provision of Internet connection and video
distribution services
|
|
|
|
|
|
|
NETMAGIC SOLUTIONS
PRIVATE
LIMITED
|
|
INR7,210.92
million
|
|
|
0
(81.63)
|
|
|
Provision of data center and related
services in India
|
|
|
|
|
|
|
NTT DATA
Deutschland GmbH
|
|
€
94.65
million
|
|
|
0
(100.00)
|
|
|
Consulting as well as system design and
development
|
|
|
|
|
|
|
DOCOMO Systems,
Inc.
|
|
¥11,382
million
|
|
|
0
(100.00)
|
|
|
System design and development
|
|
|
|
|
|
|
net mobile AG
|
|
€
88.66
million
|
|
|
0
(95.79)
|
|
|
Provision of mobile contents and fee-based platforms to carriers
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Capitalization
|
|
|
NTT’s equity
ownership
percentage
(%)
|
|
|
Main business activities
|
|
Buongiorno S.p.A.
|
|
|
€
83.05
million
|
|
|
|
0
(100.00)
|
|
|
Provision of mobile contents and
fee-based platforms to B-to-C carriers
|
|
Dimension Data Holdings Nederland B.V.
|
|
|
€
80.93
million
|
|
|
|
0
(100.00)
|
|
|
Investment activities in Europe
|
|
NETMAGIC IT SERVICES PRIVATE LIMITED
|
|
|
INR5,545.00
million
|
|
|
|
0
(100.00)
|
|
|
Provision of
IT outsourcing
and
managed services in India
|
|
EVERIS PARTICIPACIONES, S.L.U.
|
|
|
€
72.99
million
|
|
|
|
0
(100.00)
|
|
|
Consulting, system design and
development
|
|
|
|
|
|
Notes:
|
|
1. The equity ownership percentages are calculated exclusive of the treasury stock
each company owns. The figures in parentheses represent the equity ownership percentages of NTT’s subsidiaries. Capitalization of overseas subsidiaries includes Additional Paid-In Capital (APIC).
|
|
|
|
2. NTT has 907 consolidated subsidiaries including important subsidiaries listed
above, and 122 equity method affiliates.
|
|
|
|
3. DOCOMO Digital GmbH changed its trade name from DOCOMO Deutschland GmbH on October
15, 2015.
|
|
|
|
4. The capitalization of NTT America, Inc., NTT Data International L.L.C., NTT DATA,
Inc., Virtela Technology Services Incorporated, NTT DATA EMEA LTD., DOCOMO Digital GmbH, Solutionary, Inc. and NTT DATA ASIA PACIFIC PTE. LTD. increased while the capitalization of Dimension Data Commerce Centre Limited, Arkadin International SAS
and NTT DATA Deutschland GmbH decreased.
|
|
|
|
5. NTT’s equity ownership in NTT DOCOMO, INC. decreased from 66.65% to
65.66%.
|
|
|
|
6. NTT’s equity ownership in mmbi, Inc. increased from 60.45% to 100.00% and
equity ownership in Arkadin International SAS increased from 92.09% to 92.68% and equity ownership in net mobile AG increased from 87.36% to 95.79%
|
|
|
|
7. Lux e-shelter 1 S.a.r.l., Carlisle & Gallagher Consulting Group, Inc., Lux
e-shelter 3 S.a.r.l., e-shelter Services Holding GmbH, Dimension Data Australia Pty Limited, NTT Communications Deutschland AG, Dimension Data Cloud Solutions Australia Pty Ltd, e-shelter Properties Holding S.a.r.l., Downtown Properties Owner, LLC,
DOCOMO Innovations, Inc. and Buongiorno S.p.A. are newly shown as material subsidiaries.
|
|
|
|
8. Of the subsidiaries considered material last year, Verio Inc. is not on the list
this fiscal year as it was merged into NTT America, Inc., and DOCOMO interTouch Pte. Ltd. is not on the list because it was sold.
|
|
|
|
9. Status of specific wholly owned subsidiaries as of March 31, 2016 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Total book value
(million)
|
|
|
Total assets of NTT
(million)
|
|
|
Nippon Telegraph and Telephone East Corporation
|
|
19-2, Nishi-Shinjuku 3-chome,
Shinjuku-ku,
Tokyo
|
|
|
¥2,014,365
|
|
|
|
¥7,052,062
|
|
|
Nippon Telegraph and Telephone West Corporation
|
|
3-15, Banba-cho, Chuo-ku,
Osaka-shi, Osaka
|
|
|
¥1,875,124
|
|
|
43
Matters Regarding Shares
|
|
|
|
|
|
|
Total number of shares authorized to be issued by
NTT
|
|
|
|
|
6,192,920,900 shares
|
|
|
|
|
|
|
Total number of shares issued and outstanding
|
|
|
|
|
2,096,394,470 shares (treasury stock: 255,269 shares)
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
NTT implemented a 2-for-1 stock split of its common stock with an effective date of July 1, 2015.
|
|
|
|
2.
|
|
The total number of shares issued and outstanding has been decreased by 177,000,000 shares (reflecting for the stock split) in
comparison with March 31, 2015 as a result of a cancellation of shares of treasury stock with an effective date of November 13, 2015.
|
|
|
|
|
|
|
|
Number of
shareholders as of the end of the fiscal year ended March 31, 2016
|
|
|
|
|
892,652 shareholders
(Reference) Breakdown of Shares by Shareholder
The number of shares is rounded down to the nearest thousand. The figures in parentheses represent percentage of total shares owned for
each category of shareholder.
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
The percentages represent the ratio of shareholders’ shares to the total number of issued shares excluding fractional shares
(2,709,570 shares).
|
|
|
|
2.
|
|
“Other Corporations” above includes 29,000 shares in the name of Japan Securities Depository Center.
|
|
|
|
3.
|
|
There are 186,570 holders who hold only fractional shares.
|
|
|
|
|
|
|
|
Shareholders
|
|
Number of Shares Held
(thousands)
|
|
Equity Ownership
(%)
|
|
The Minister of Finance
|
|
738,123
|
|
35.21
|
|
Japan Trustee Services Bank, Ltd. (Trust Account)
|
|
88,426
|
|
4.22
|
|
The Master Trust Bank of Japan, Ltd. (Trust Account)
|
|
63,112
|
|
3.01
|
|
Moxley & Co. LLC
|
|
30,822
|
|
1.47
|
|
Japan Trustee Services Bank, Ltd. (Trust Account 9)
|
|
26,823
|
|
1.28
|
|
State Street Bank and Trust Company
|
|
22,766
|
|
1.09
|
|
JPMorgan Chase Bank 385632
|
|
19,064
|
|
0.91
|
|
State Street Bank and Trust Company 505202
|
|
18,735
|
|
0.89
|
|
State Street Bank and Trust Company 505225
|
|
15,791
|
|
0.75
|
|
Japan Trustee Services Bank, Ltd. (Trust Account 1)
|
|
15,641
|
|
0.75
|
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
Number of Shares Held is rounded down to the nearest thousand.
|
|
|
|
2.
|
|
Equity ownership percentages do not include treasury stock.
|
44
Matters Regarding
Corporate Officers
|
|
|
|
|
Status of Members of the Board and Audit & Supervisory Board
Members
|
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
Name
|
|
Responsibilities
|
|
Description of Principal Concurrent
Positions
|
|
Chairman of the Board
|
|
Satoshi
Miura
|
|
|
|
|
|
President and Chief
Executive Officer
Representative Member of
the Board
|
|
Hiroo
Unoura
|
|
|
|
|
|
Senior Executive Vice
President
Representative Member of
the Board
|
|
Hiromichi
Shinohara
|
|
Chief Technology Officer
Chief Information Security Officer In charge of technical strategy and international standardization Head of Research and Development Planning
|
|
|
|
Senior Executive Vice
President
Representative Member of
the Board
|
|
Jun
Sawada
|
|
Chief Financial Officer
Chief
Compliance Officer
Chief Information Officer
In charge of business strategy and risk management
|
|
|
|
Executive Vice President
Member of the Board
|
|
Mitsuyoshi
Kobayashi
|
|
Head of Technology Planning
|
|
Member of the Board of NTT COMWARE
CORPORATION
|
|
Executive Vice President
Member of the Board
|
|
Akira
Shimada
|
|
Head of General Affairs
|
|
Member of the Board of Nippon Telegraph
and Telephone West Corporation
|
|
Senior Vice President
Member of the Board
|
|
Hiroshi
Tsujigami
|
|
Head of Corporate Strategy Planning
|
|
Senior Vice President of Nippon Telegraph
and Telephone East Corporation
|
|
Senior Vice President
Member of the Board
|
|
Tsunehisa
Okuno
|
|
Head of Global Business
|
|
Senior Vice President of Dimension Data
Holdings plc
|
|
Senior Vice President
Member of the Board
|
|
Hiroki
Kuriyama
|
|
Head of Strategic Business Development
In charge of 2020 Project
|
|
|
|
Senior Vice President
Member of the Board
|
|
Takashi
Hiroi
|
|
Head of Finance and
Accounting
|
|
|
|
Member of the Board
|
|
Katsuhiko
Shirai
|
|
|
|
Chairperson of the Foundation for the Open
University of Japan
Member of the Board of Japan Display, Inc.
|
|
Member of the Board
|
|
Sadayuki
Sakakibara
|
|
|
|
Chief Senior Advisor and Chief Senior
Counselor of Toray Industries, Inc.
Director of Hitachi, Ltd.
Chairman of the Japan Business Federation
(Keidanren)
|
|
Full-time
Audit &
Supervisory Board Member
|
|
Kiyoshi
Kosaka
|
|
|
|
|
|
Full-time
Audit &
Supervisory Board Member
|
|
Akiko Ide
|
|
|
|
|
|
Audit & Supervisory Board
Member
|
|
Michiko
Tomonaga
|
|
|
|
Certified Public Accountant
Corporate Auditor of Keikyu Corporation
Director of Japan Exchange Group,
Inc.
|
|
Audit & Supervisory Board
Member
|
|
Seiichi
Ochiai
|
|
|
|
Lawyer
Director of Meiji Yasuda Life Insurance Company
Corporate Auditor of Ube Industries,
Ltd.
|
|
Audit & Supervisory Board
Member
|
|
Takashi Iida
|
|
|
|
Lawyer
Corporate Auditor of Shimadzu Corporation
Director of Alps Electric Co., Ltd.
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45
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Notes:
|
|
1. The members of the board and audit & supervisory board
members who were newly elected and assumed office at the 30th Ordinary General Meeting of Shareholders convened on June 26, 2015 are listed in the following table.
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|
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|
|
Name
|
|
Position
|
|
Responsibilities
|
|
|
|
|
|
Takashi Hiroi
|
|
Senior Vice President Member of the
Board
|
|
Head of Finance and
Accounting
|
|
|
|
2. Changes in Members of the Board’s positions and responsibilities in the fiscal year under
review are as described in the following table.
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|
|
|
|
|
Name
|
|
After change
|
|
Before change
|
|
Date of change
|
|
|
|
|
|
Akira Shimada
|
|
Executive Vice President Head of General
Affairs Member of the Board
|
|
Senior Vice President Head of General
Affairs Member of the Board
|
|
June 26, 2015
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|
|
|
3. Changes in principal concurrent positions of members of the board and audit & supervisory
board members in the fiscal year under review are as described in the following table.
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|
|
Position
|
|
Name
|
|
Company Where Concurrent Position Held
|
|
Description of
Concurrent
Position
|
|
Remarks
|
|
Member
of the
Board
|
|
Takashi Hiroi
|
|
Internet Initiative Japan Inc.
|
|
Director
|
|
Resigned on June 26, 2015
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|
|
Sadayuki Sakakibara
|
|
Toray Industries, Inc.
|
|
Chairman of the
Board of Directors
|
|
Resigned on June 24, 2015
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|
|
|
|
Chief Senior Advisor and Chief Senior
Counselor
|
|
Appointed on June 24, 2015
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|
Audit
&
Supervisory
Board
Members
|
|
Michiko Tomonaga
|
|
The Corporation for Revitalizing
Earthquake-Affected Business
|
|
Corporate Auditor
|
|
Resigned on June 29, 2015
|
|
|
Takashi Iida
|
|
JAFCO Co., Ltd.
|
|
Corporate Auditor
|
|
Resigned on June 16, 2015
|
|
|
|
|
|
|
|
4. Mr. Katsuhiko Shirai and Mr. Sadayuki Sakakibara are outside members of the board as
defined in Article 2, paragraph 15 of the Companies Act.
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|
|
|
Also, based on the listing rules of the Tokyo Stock Exchange, NTT has designated Mr. Katsuhiko Shirai and
Mr. Sadayuki Sakakibara as Outside Independent Members of the Board and filed the information related thereto with the Tokyo Stock Exchange.
|
|
|
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5. Of the Audit & Supervisory Board Members, Ms. Michiko Tomonaga,
Mr. Seiichi Ochiai and Mr. Takashi Iida are outside audit & supervisory board members as defined in Article 2, paragraph 16 of the Companies Act. Also, based on the listing rules of the Tokyo Stock Exchange, NTT has designated
Ms. Michiko Tomonaga, Mr. Seiichi Ochiai and Mr. Takashi Iida as Outside Independent Audit & Supervisory Board Members and filed the information related thereto with the Tokyo Stock Exchange.
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|
|
6. Audit & Supervisory Board Member Ms. Michiko Tomonaga is a
certified public accountant who has extensive knowledge of finance and accounting matters.
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|
|
|
|
|
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|
Agreements Limiting Liability
|
|
|
|
|
NTT has concluded agreements with outside members of the board and audit & supervisory board members to limit
their personal liability as provided in Article 423(1) of the Companies Act and in accordance with Article 427(1) of that act. The limitation of liability is the lowest amount permitted by Article 425(1) of the Companies Act.
46
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|
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Policies Concerning, and Total
Compensation of Members of the Board and Audit & Supervisory Board Members
|
|
|
|
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Policies
With regard to
matters concerning the compensation of members of the board, in order to improve objectivity and transparency, NTT established the Appointment and Compensation Committee, comprised of four members of the board, including two outside members of the
board. Compensation matters are decided by the Board of Directors after deliberation by this committee.
Compensation of members of
the board (excluding outside members of the board) consists of a base salary and a bonus. The base salary is paid monthly on the basis of the scope of each member of the board’s roles and responsibilities. The bonus is paid taking into account
NTT’s business results for the current term. Also, members of the board are required to make contributions with more than a certain amount of monthly remuneration for the purchase of NTT shares through the Board Members Shareholding
Association, to encourage a medium-term perspective. Purchased shares are owned by the members of the board during their terms of office.
In order to maintain a high level of independence, compensation of outside members of the board consists of a base salary only, and is
not linked to NTT’s business results.
Compensation of audit & supervisory board members is determined by resolution of
the Audit & Supervisory Board and consists of a base salary only, for the same reasons as those cited above with respect to outside members of the board.
Total Compensation of Members of the Board and Audit & Supervisory Board Members during the Fiscal Year Ended March 31, 2016
|
|
|
|
|
|
|
|
|
Position
|
|
Number of Persons
|
|
Total Compensation
(Millions of
yen)
|
|
|
|
Members of the Board
|
|
12
|
|
521
|
|
|
|
Audit & Supervisory Board Members
|
|
5
|
|
110
|
|
|
|
Total
|
|
17
|
|
632
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
Maximum limits on total annual compensation of members of the board and audit & supervisory board members were set at
¥750 million for members of the board and ¥200 million for audit & supervisory board members at the 21st Ordinary General Meeting of Shareholders held on June 28, 2006.
|
|
|
|
2.
|
|
Total compensation of members of the board includes ¥93 million in bonuses for the current fiscal year.
|
|
|
|
3.
|
|
In addition to the above, an aggregate of ¥13 million is to be paid to members of the board who are also employees as
bonuses for their service as employees.
|
|
|
|
|
|
|
|
Outside Members of the Board and
Audit & Supervisory Board Members
|
|
|
|
|
Principal Concurrent Positions of Outside Members of the Board and Audit & Supervisory Board Members
|
|
|
|
|
|
|
|
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|
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|
|
|
Position
|
|
Name
|
|
|
|
Company Where Concurrent Position Held
|
|
Description of
Concurrent Position
|
|
|
|
|
|
Outside Members of the Board
|
|
|
|
Katsuhiko Shirai
|
|
|
|
The Foundation for the Open University of Japan
Japan Display, Inc.
|
|
Chairperson
Outside
Director
|
|
|
|
|
|
|
|
Sadayuki Sakakibara
|
|
|
|
Toray Industries, Inc.
Hitachi, Ltd.
Japan Business Federation (Keidanren)
|
|
Chief Senior Advisor and Chief Senior Counselor
Outside Director
Chairman
|
|
|
|
|
|
Outside
Audit
& Supervisory Board
Members
|
|
|
|
Michiko Tomonaga
|
|
|
|
Keikyu Corporation
Japan
Exchange Group, Inc.
|
|
Outside Corporate Auditor
Outside Director
|
|
|
|
|
|
|
|
Seiichi Ochiai
|
|
|
|
Meiji Yasuda Life Insurance Company
Ube Industries, Ltd.
|
|
Outside Director
Outside
Corporate Auditor
|
|
|
|
|
|
|
|
Takashi Iida
|
|
|
|
Shimadzu Corporation
Alps
Electric Co., Ltd.
|
|
Outside Corporate Auditor
Outside Director
|
|
|
|
|
|
|
|
Note:
|
|
There is no special relationship between NTT Group and the companies where outside members of the board and audit & supervisory
board members hold concurrent positions.
|
47
Principal Activities of Outside Members of the Board and
Audit & Supervisory Board Members
Attendance at Board of Directors Meetings and Audit & Supervisory
Board Meetings
|
|
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
Name
|
|
Board of Directors Meetings
|
|
Audit & Supervisory Board
Meetings
|
|
|
|
Number of
Meetings
Attended
|
|
Attendance
Rate
|
|
Number of
Meetings
Attended
|
|
Attendance
Rate
|
|
Outside Members of the Board
|
|
Katsuhiko
Shirai
|
|
12/12
|
|
100%
|
|
–
|
|
–
|
|
|
Sadayuki Sakakibara
|
|
12/12
|
|
100%
|
|
–
|
|
–
|
|
Outside Audit & Supervisory Board Members
|
|
Michiko
Tomonaga
|
|
11/12
|
|
92%
|
|
24/25
|
|
96%
|
|
|
Seiichi
Ochiai
|
|
11/12
|
|
92%
|
|
24/25
|
|
96%
|
|
|
Takashi Iida
|
|
12/12
|
|
100%
|
|
25/25
|
|
100%
|
Statements made at Board of Directors and Audit & Supervisory Board Meetings
Board Member Katsuhiko Shirai provides advice from the perspective of a well-experienced chief of management and
operations at an academic institution primarily on business strategies of NTT Group companies, global strategies, and research and development.
Board Member Sadayuki Sakakibara provides advice from the perspective of a well-experienced business manager primarily
business strategies of NTT Group companies, investment and business operation plans.
Audit & Supervisory
Board Member Michiko Tomonaga provides advice primarily on audits from her professional perspectives fostered through her extensive experience as a Certified Public Accountant.
Audit & Supervisory Board Member Seiichi Ochiai provides advice primarily on corporate governance from the
perspective of a well-experienced university professor and lawyer.
Audit & Supervisory Board Member Takashi
Iida provides advice primarily on corporate governance from the perspective of a well-experienced lawyer.
Total Compensation of Outside Members
of the Board and Audit & Supervisory Board Members during the Fiscal Year Ended March 31, 2016
|
|
|
|
|
|
|
|
|
Number of Members
of the Board and
Audit & Supervisory
Board Members
|
|
Total compensation
(Millions of yen)
|
|
Total compensation of Outside Members of the Board
and Audit & Supervisory Board Members
|
|
5
|
|
60
|
|
|
|
|
|
Note:
|
|
Total amount of compensation for outside members of the board and outside audit & supervisory board members is included in
“Total Compensation of Members of the Board and Audit & Supervisory Board Members during the Fiscal Year Ended March 31, 2016” on page 47.
|
48
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|
|
(Reference) Status of Corporate
Governance
|
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Corporate
Governance
|
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Fundamental Policies
We believe that strengthening the structure of corporate governance in accordance
with the purposes of each principle of the “Corporate Governance Code” of the Tokyo Stock Exchange is an important management issue for maximizing corporate value while meeting the expectations of various stakeholders, including
shareholders and other investors, as well as customers, business partners, and employees.
Based on “Towards the Next Stage 2.0” formulated in May 2015, in order to embark on a profit growth track by accelerating its
self-transformation towards a “Value Partner,” we are working to strengthen corporate governance based on its fundamental policies of ensuring sound management, conducting appropriate decision-making and business executions, clarifying
accountability, and maintaining thorough compliance.
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49
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|
|
Overview of
Corporate Governance Structure
|
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|
|
We believe that an auditing system based on audit & supervisory board members, including
outside independent audit & supervisory board members, is an effective means of supervising management. Accordingly, we chose the company with Audit & Supervisory Board model.
|
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|
|
In
addition, through the election of outside independent Members of the Board, we have strengthened the function of appropriately supervising the business execution.
|
|
|
|
Board of
Directors
|
|
|
|
The Board of Directors consists of 12 members of the Board, including two outside independent
Members of the Board. In principle, the ordinary meetings of the Board of Directors are held once per month. In addition, extraordinary meetings are held as needed. The Board of Directors makes decisions on matters stipulated by law and on important
matters related to company management and Group management. Moreover, through such means as periodic reports from Members of the Board on the status of business execution, the Board of Directors supervises the business execution of Members of the
Board.
|
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|
|
We have
elected two outside independent Members of the Board to strengthen the supervisory function for business execution. Each outside independent Member of the Board has extensive experience and a high level of integrity and insight. We believe that the
outside independent Members of the Board will help strengthen the supervisory function for business execution and expects to incorporate the opinion they provide from their wide-ranging managerial perspective.
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|
Audit &
Supervisory Board
|
|
|
|
The Audit & Supervisory Board consists of a total of five Audit & Supervisory Board
Members: two internal Audit & Supervisory Board Members and three outside independent Audit & Supervisory Board Members (including two women, one in each category). Furthermore, the Audit & Supervisory Board Members periodically conduct
meetings with NTT’s Representative Members of the Board to exchange ideas and opinions and also hold discussions with other Members of the Board as well as the Representative Members of the Board of Group companies with regard to various
themes. Through these efforts, the Audit & Supervisory Board Members maintain an understanding of the status of the business execution by Members of the Board, providing suggestions when necessary.
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In
addition, the Audit & Supervisory Board Members, including outside independent Audit & Supervisory Board Members, attend important meetings, such as meetings of the Board of Directors, and conduct appropriate audits regarding the status of
the business execution by Members of the Board. They also work closely with the Accounting Auditor, periodically exchanging information on audit plans and audit results to enhance the audit system. Furthermore, the Audit & Supervisory Board
Members exchange information with the Internal Control Office, through means such as receiving reports on the results of internal audits. The Audit & Supervisory Board also conducts audits in partnership with the Audit & Supervisory Board
Members of Group companies.
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|
|
Appointment and
Compensation Committee
|
|
|
|
For the purpose of improving objectivity and transparency in the decisions of appointments and
compensation of Members of the Board, we have established on a non-statutory basis an Appointment and Compensation Committee, which consists of four Members of the Board including two outside Members of the Board, as a preliminary review institution
of the Board of Directors.
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50
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(Reference) Status of Corporate Governance
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Independence of Outside Members of the Board and Outside Audit & Supervisory Board Members and Nomination Procedures
From the perspectives of strengthening supervising functions for business execution and guaranteeing appropriate audits of the
business execution of Members of the Board, we have the policy of selecting individuals to serve as outside Members of the Board and outside Audit & Supervisory Board Members that do not represent risks of conflicts of interest with general
shareholders. In addition, we designates outside Members of the Board and outside Audit & Supervisory Board Members that fulfill both the independence criteria stipulated by the Tokyo Stock Exchange as well as NTT’s own independence
criteria.
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n
Independence Criteria
In order to meet the independence criteria, a person may not fall under any of the categories below in the last three fiscal years
(1) A person who
executes business in a partner company that exceeds NTT’s criteria
*1
(2) A person who executes business in a lending company that exceeds NTT’s criteria
*2
(3) A consultant, accountant, lawyer, or any other person providing professional services, who
received monetary payments or any other gain in assets equal to or more than ¥10 million, excluding the Board Members’ or Audit & Supervisory Board Members’ compensation, from NTT or its major subsidiaries
*3
in any of the last three fiscal years
(4) A person who executes business in an organization that received donations exceeding NTT’s
criteria
Even if any of
(1) through (4) above applies to a person, where it has been decided that a person meets the independence criteria, the reasons shall be explained and disclosed at the time of the person’s appointment as the Independent Member of the Board
or Audit & Supervisory Board Member.
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*1 “A company that exceeds NTT’s criteria” is defined as a company that has
had any business dealing with NTT and its major subsidiaries
*3
in any of the last three fiscal years equal to or more than 2% of the total operating revenues of NTT and its major subsidiaries for
the respective fiscal year.
*2 “A lending company that exceeds NTT’s
borrowing criteria” is defined as a company in which the total amount of borrowings on a consolidated basis in any of the last three fiscal years equals to or is more than 2% of the total operating revenues of NTT’s consolidated total
assets for the respective fiscal year.
*3 The major subsidiaries are NIPPON TELEGRAPH
AND TELEPHONE EAST CORPORATION, NIPPON TELEGRAPH AND TELEPHONE WEST CORPORATION, NTT COMMUNICATIONS CORPORATION, NTT DATA CORPORATION, and NTT DOCOMO, INC.
*4 An “organization that received donations exceeding NTT’s criteria” is
defined as an organization which received donations from NTT and its major subsidiaries
*3
in any of the last three fiscal years exceeding ¥10 million or 2% of the total income of the
organization, whichever is larger, during the respective fiscal year.
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51
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The nomination procedure for candidates for
Members of the Board involves the review of candidates by the Appointment and Compensation Committee, then resolved at the Board of Directors’ Meeting, and is finally presented at the Ordinary General Meeting of Shareholders.
Based on the Audit & Supervisory Board
Member nomination policy, candidates for Audit & Supervisory Board Members are recommended by Members of the Board, who are reviewed and agreed upon by the Audit & Supervisory Board, of which more than half are Outside Independent
Audit & Supervisory Board Members. The Board of Directors’ Meeting resolve to approve the candidates, who are finally presented at the Ordinary General Meeting of Shareholders.
Compensation of Members of the Board
Compensation of Members of the Board (excluding outside Members of the
Board) consists of a base salary and a bonus. The bonus is paid taking into account NTT’s business results for the respective fiscal year.
Also, Members of the Board make monthly contributions above a certain amount from their base salary to purchase NTT shares through
the Board Members Shareholding Association in order to reflect NTT’s medium- and long-term business results. Purchased shares are to be held by the Members of the Board throughout their terms of office.
Decisions on matters related to compensation of
Members of the Board are decided by the Board of Directors after discussion by the Appointment and Compensation Committee.
Strategic Shareholdings
As one of its business policies, NTT pursues collaboration and
open innovation
with partners in various industries. In order to generally take
into consideration the strengthening of relationships and promoting cooperation with partner companies, and from the perspective of improving corporate value, we own shares of partner companies if necessary.
We exercise voting rights acquired through share
ownership, as it sees fit, from the perspective of sustainable growth of the companies we invest in and improving corporate value for both NTT and the companies.
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Pursuant to applicable laws and regulations, and Article 16 of NTT’s Articles of Incorporation, “Content of Resolutions Concerning Maintenance
of Structures to Ensure the Propriety of NTT’s Business” and “Outline of Operation Effectiveness of Systems for Ensuring the Propriety of the Business Activities” are posted on NTT’s website.
NTT Website http://www.ntt.co.jp/ir/index_e.html
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52
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(Reference)
Status of Corporate Governance
|
|
Capital
Policy
We have set the returning of profits to shareholders, while
maximizing corporate value over the medium- and long-term, as one of our important management challenges.
We aim to enhance the return of profits to shareholders in the medium- and long-term, and while payment of dividends is the
primary means, we also adroitly and flexibly implement stock repurchases.
|
53
Memo
54
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(Reference)
Glossary of Terms
(Alphabetical order)
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n
AI
Artificial Intelligence
n
B2B2X
A business
that supports and promotes the customer-based businesses of other companies. “B” represents the company and “X” represents customers, such as individuals, corporations, employees and government agencies.
n
Bicycle Sharing
Type of bicycle rental system in which the user can borrow and return a bicycle at a location of their choice from among multiple locations within a
designated area of the city.
n
Big Data
A constellation of data, including character data, images, graphs, audio, etc., which are part of SNS, word-of-mouth websites, and more, so vast in
quantity and complex in structure that it becomes difficult to manage and process with traditional technology.
n
BPO (Business Process
Outsourcing)
The entrustment of part of a company’s business
processes to an external specialist company.
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n
Cloud/Cloud
services
Type of service whereby software and hardware can be used
through a network. The service can be used on an on-demand basis without the need to purchase hardware, such as a server, or software.
n
Cross-selling
Marketing method in which NTT Group companies collaborate to meet their
clients’ needs by combining their services to propose and sell.
n
Deep Learning
Machine learning method with technology that studies the characteristics of data, recognizes and classifies events, and realizes functionality with a
capacity to learn similarly to the way humans learn naturally.
n
Digital Archive
Digitizing and storing the collections and cultural resources (cultural materials and cultural goods) of museums, art galleries, archives, and
libraries.
n
Edge Computing
Technology that reduces distances to servers and minimizes latency by distributing edge servers close to end users.
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n
FLET’S
Hikari
“B FLET’S,” “FLET’S Hikari Next,”
“FLET’S Hikari Light,” “FLET’S Hikari Lightplus,” and “FLET’S Hikari WiFi Access” by NTT East and “B FLET’S,” “FLET’S Hikari Premium,” “FLET’S Hikari Mytown,”
“FLET’S Hikari Next,” “FLET’S Hikari Light,” and “FLET’S Hikari WiFi Access” by NTT West.
n
Full Life Cycle
Support for customer cloud migration at all levels, including consultation for
cloud migration and management services for post-migration operation.
n
Full Stack
Provision of cloud-related services at all layers, from data centers, networks, and other infrastructure to managed ICT services and applications.
n
Hackathon
Event in
which software developers collaborate intensively in a fixed period of time to develop programs and brainstorm services and, in some cases, compete over ideas and results.
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55
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n
Hikari
Collaboration Model
Hikari wholesale service provided by NTT East and
NTT West to service providers through a Hikari Collaboration Model.
n
IoT (Internet of Things)
Equipping not only information and communications devices such as computers, but also all everyday objects with communication functions to connect to
the internet and communicate among themselves for functions such as automated recognition, automated operation, and remote measurement.
n
IT Outsourcing
The complete entrustment of operation and maintenance of systems to an external
specialist contractor or similar organization.
n
LGBT
Acronym for “lesbian, gay, bisexual, and transgender,” used as a general term for sexual minorities whose preferred partner is of the same
sex or not only of a different sex, or who experience a mismatch between their assigned sex and gender identity.
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n
LTE (Long Term
Evolution)
A communication method characterized by high speed, high
capacity, efficient radio wave use and low-latency.
n
Open Innovation
The creation of innovative products or business models by combining technologies and ideas from a wide range of sources, both inside and outside the
company.
n
Seamless
Without
seams.
n
Smart devices
General term for devices such as smartphones and tablets.
n
System for
Commercializing
R&D Results
Activities to promote the prompt business development of results developed in research facilities.
n
System Integration
Implementing the construction and operation of information communications systems in an integrated manner, tailored to clients’ operations.
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n
Upselling
Marketing method in which a product from a higher category
is recommended to a customer considering the purchase of a certain product.
n
User Experience (UX)
The experience and satisfaction level of the user when using the product, system,
or service, also used as a guideline for improvement in system and service development.
n
Virtualization Technology
Technology which allows multiple virtual computers to be created within one computer and separate core software to be installed and run on
each.
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56
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Consolidated Financial
Statements
|
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|
|
|
|
|
Consolidated Balance Sheet
(At March 31, 2016)
|
|
|
(Millions of yen
|
)
|
|
|
|
|
|
|
|
Item
|
|
Amount
|
|
|
ASSETS
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
1,088,275
|
|
|
Short-term
investments
|
|
|
33,076
|
|
|
Notes and accounts receivable, trade
|
|
|
2,733,116
|
|
|
Allowance for
doubtful accounts
|
|
|
(45,236
|
)
|
|
Accounts receivable, other
|
|
|
473,192
|
|
|
Inventories
|
|
|
414,581
|
|
|
Prepaid expenses and other current assets
|
|
|
469,529
|
|
|
Deferred income taxes
|
|
|
260,446
|
|
|
Total current assets
|
|
|
5,426,979
|
|
|
Property, plant and
equipment
|
|
|
|
|
|
Telecommunications equipment
|
|
|
11,586,812
|
|
|
Telecommunications service lines
|
|
|
15,870,097
|
|
|
Buildings and structures
|
|
|
6,069,437
|
|
|
Machinery,
vessels and tools
|
|
|
1,996,898
|
|
|
Land
|
|
|
1,273,209
|
|
|
Construction in
progress
|
|
|
382,196
|
|
|
Accumulated depreciation
|
|
|
(27,626,728
|
)
|
|
Net property, plant and equipment
|
|
|
9,551,921
|
|
|
Investments and other assets
|
|
|
|
|
|
Investments in
affiliated companies
|
|
|
515,716
|
|
|
Marketable securities and other investments
|
|
|
474,247
|
|
|
Goodwill
|
|
|
1,229,208
|
|
|
Software
|
|
|
1,212,482
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|
|
Other
intangible assets
|
|
|
391,977
|
|
|
Other assets
|
|
|
1,486,840
|
|
|
Deferred income taxes
|
|
|
746,561
|
|
|
Total investments and other assets
|
|
|
6,057,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
21,035,931
|
|
|
|
|
|
|
|
|
Item
|
|
Amount
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Short-term borrowings
|
|
|
129,656
|
|
|
Current portion
of long-term debt
|
|
|
476,777
|
|
|
Accounts payable, trade
|
|
|
1,572,797
|
|
|
Current portion
of obligations under capital
leases
|
|
|
14,711
|
|
|
Accrued payroll
|
|
|
430,248
|
|
|
Accrued taxes
on income
|
|
|
249,356
|
|
|
Accrued consumption tax
|
|
|
83,481
|
|
|
Advances
received
|
|
|
290,132
|
|
|
Other
|
|
|
493,970
|
|
|
Total current liabilities
|
|
|
3,741,128
|
|
|
Long-term liabilities
|
|
|
|
|
|
Long-term debt
(excluding current portion)
|
|
|
3,546,203
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|
|
Obligations under capital leases (excluding
current portion)
|
|
|
27,630
|
|
|
Liability for
employees’ retirement benefits
|
|
|
1,688,611
|
|
|
Accrued liabilities for point programs
|
|
|
89,003
|
|
|
Deferred income
taxes
|
|
|
166,547
|
|
|
Other
|
|
|
491,630
|
|
|
Total long-term liabilities
|
|
|
6,009,624
|
|
|
Redeemable noncontrolling interests
|
|
|
45,097
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|
|
Equity
|
|
|
|
|
|
NTT shareholders’ equity
|
|
|
|
|
|
Common stock, no par value
|
|
|
937,950
|
|
|
Additional paid-in capital
|
|
|
2,879,560
|
|
|
Retained earnings
|
|
|
5,074,234
|
|
|
Accumulated other comprehensive
income (loss)
|
|
|
(57,055
|
)
|
|
Treasury stock, at cost
|
|
|
(883
|
)
|
|
Total NTT shareholders’ equity
|
|
|
8,833,806
|
|
|
Noncontrolling interests
|
|
|
2,406,276
|
|
|
Total equity
|
|
|
11,240,082
|
|
|
Total liabilities and equity
|
|
|
21,035,931
|
|
Note: Amounts are rounded off to the nearest million
yen.
57
|
|
|
|
|
|
|
Consolidated Statement of Income
(from April 1, 2015 to March 31, 2016)
|
|
|
|
(Millions of yen)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
|
|
|
|
Amount
|
|
|
|
Total
|
|
|
|
|
Operating
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed voice related services
|
|
|
|
|
1,329,963
|
|
|
|
|
|
|
|
|
Mobile voice related
services
|
|
|
|
|
837,818
|
|
|
|
|
|
|
|
|
IP/packet communications services
|
|
|
|
|
3,757,846
|
|
|
|
|
|
|
|
|
Sale of
telecommunication equipment
|
|
|
|
|
953,022
|
|
|
|
|
|
|
|
|
System integration
|
|
|
|
|
3,063,501
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
1,598,847
|
|
|
|
11,540,997
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
(exclusive of items shown separately below)
|
|
|
|
|
2,458,057
|
|
|
|
|
|
|
|
|
Cost of equipment sold (exclusive of
items shown separately below)
|
|
|
|
|
970,478
|
|
|
|
|
|
|
|
|
Cost of system
integration (exclusive of items shown separately below)
|
|
|
|
|
2,197,506
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
1,766,325
|
|
|
|
|
|
|
|
|
Impairment loss
|
|
|
|
|
19,821
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses
|
|
|
|
|
2,767,761
|
|
|
|
|
|
|
|
|
Goodwill and other intangible asset impairments
|
|
|
|
|
12,900
|
|
|
|
10,192,848
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
|
|
1,348,149
|
|
|
|
|
Other income
(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and amortization of bond
discounts and issue costs
|
|
|
|
|
(41,670
|
)
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
17,708
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
|
|
5,072
|
|
|
|
(18,890
|
)
|
|
|
|
Income before income taxes and equity in earnings (losses) of affiliated companies
|
|
|
|
|
|
|
|
|
1,329,259
|
|
|
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
457,674
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
(102,849
|
)
|
|
|
354,825
|
|
|
|
|
Income before equity in earnings (losses) of affiliated companies
|
|
|
|
|
|
|
|
|
974,434
|
|
|
|
|
Equity in earnings (losses) of
affiliated companies
|
|
|
|
|
|
|
|
|
5,772
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
980,206
|
|
|
|
|
Less—Net income attributable to
noncontrolling interests
|
|
|
|
|
|
|
|
|
242,468
|
|
|
|
|
Net income attributable to NTT
|
|
|
|
|
|
|
|
|
737,738
|
|
|
|
Note: Amounts are rounded off to the nearest million yen.
58
Non-consolidated Financial Statements
|
|
|
|
|
|
|
Non-consolidated Balance Sheet
(At March 31, 2016)
|
|
|
(Millions of yen
|
)
|
|
|
|
|
|
|
|
Item
|
|
Amount
|
|
|
ASSETS
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Cash and bank deposits
|
|
|
119
|
|
|
Accounts receivable, trade
|
|
|
1,573
|
|
|
Supplies
|
|
|
337
|
|
|
Advance payment
|
|
|
951
|
|
|
Deferred income taxes
|
|
|
850
|
|
|
Short-term loans receivable
|
|
|
243,864
|
|
|
Accounts receivable, other
|
|
|
121,777
|
|
|
Subsidiary deposits
|
|
|
177,796
|
|
|
Other
|
|
|
4,097
|
|
|
Total current assets
|
|
|
551,369
|
|
|
Fixed assets
|
|
|
|
|
|
Property, plant and
equipment
|
|
|
|
|
|
Buildings
|
|
|
98,022
|
|
|
Structures
|
|
|
3,875
|
|
|
Machinery, equipment and vehicles
|
|
|
495
|
|
|
Tools, furniture and fixtures
|
|
|
17,989
|
|
|
Land
|
|
|
27,698
|
|
|
Lease assets
|
|
|
11
|
|
|
Construction in progress
|
|
|
1,950
|
|
|
Total property, plant and equipment
|
|
|
150,044
|
|
|
Intangible fixed assets
|
|
|
|
|
|
Software
|
|
|
16,315
|
|
|
Lease assets
|
|
|
0
|
|
|
Other
|
|
|
293
|
|
|
Total intangible fixed assets
|
|
|
16,609
|
|
|
Investments and other assets
|
|
|
|
|
|
Investment securities
|
|
|
12,665
|
|
|
Investments in subsidiaries and affiliated companies
|
|
|
5,083,451
|
|
|
Other securities of subsidiaries and affiliated
companies
|
|
|
9,139
|
|
|
Contributions to affiliated
companies
|
|
|
169
|
|
|
Long-term loans receivable to
subsidiaries
|
|
|
1,211,416
|
|
|
Prepaid pension costs
|
|
|
2,027
|
|
|
Deferred income taxes
|
|
|
13,623
|
|
|
Other
|
|
|
1,546
|
|
|
Total investments and other assets
|
|
|
6,334,039
|
|
|
Total fixed assets
|
|
|
6,500,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
7,052,062
|
|
|
|
|
|
|
|
|
Item
|
|
Amount
|
|
|
LIABILITIES
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Accounts payable, trade
|
|
|
709
|
|
|
Current portion of corporate bonds
|
|
|
170,000
|
|
|
Current portion of long-term
borrowings
|
|
|
106,600
|
|
|
Lease obligations
|
|
|
14
|
|
|
Accounts payable, other
|
|
|
16,848
|
|
|
Accrued expenses
|
|
|
6,651
|
|
|
Accrued taxes on income
|
|
|
601
|
|
|
Advances received
|
|
|
846
|
|
|
Deposits received
|
|
|
306
|
|
|
Deposits received from subsidiaries
|
|
|
54,113
|
|
|
Unearned revenue
|
|
|
0
|
|
|
Other
|
|
|
2
|
|
|
Total current liabilities
|
|
|
356,693
|
|
|
Long-term liabilities
|
|
|
|
|
|
Corporate bonds
|
|
|
686,391
|
|
|
Long-term borrowings
|
|
|
1,205,874
|
|
|
Long-term borrowings from
subsidiaries
|
|
|
50,000
|
|
|
Lease obligations
|
|
|
12
|
|
|
Liability for employees’
retirement benefits
|
|
|
31,233
|
|
|
Asset retirement obligations
|
|
|
1,405
|
|
|
Other
|
|
|
2,528
|
|
|
Total long-term liabilities
|
|
|
1,977,445
|
|
|
Total liabilities
|
|
|
2,334,138
|
|
|
NET ASSETS
|
|
|
|
|
|
Shareholders’ equity
|
|
|
|
|
|
Common stock
|
|
|
937,950
|
|
|
Capital surplus
|
|
|
|
|
|
Additional paid-in capital
|
|
|
2,672,826
|
|
|
Total capital surplus
|
|
|
2,672,826
|
|
|
Earned surplus
|
|
|
|
|
|
Legal reserve
|
|
|
135,333
|
|
|
Other earned surplus
|
|
|
|
|
|
Accumulated earned surplus
|
|
|
973,364
|
|
|
Total earned surplus
|
|
|
1,108,698
|
|
|
Treasury stock
|
|
|
(883
|
)
|
|
Total shareholders’ equity
|
|
|
4,718,591
|
|
|
Unrealized gains (losses), translation adjustments, and
others
|
|
|
|
|
|
Net unrealized gains (losses) on securities
|
|
|
(666
|
)
|
|
Total unrealized
gains (losses), translation adjustments, and others
|
|
|
(666
|
)
|
|
Total net assets
|
|
|
4,717,924
|
|
|
Total liabilities and net assets
|
|
|
7,052,062
|
|
Note: Amounts are rounded down to the nearest million
yen.
59
|
|
|
|
|
|
|
Non-consolidated Statement of Income
(from April 1, 2015 to March 31, 2016)
|
|
|
(Millions of yen
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
|
Amount
|
|
|
Total
|
|
|
Operating revenues
|
|
|
|
|
|
|
|
|
|
Dividends received
|
|
|
388,733
|
|
|
|
|
|
|
Revenues from group management
|
|
|
18,500
|
|
|
|
|
|
|
Revenues from basic R&D
|
|
|
101,999
|
|
|
|
|
|
|
Other services
|
|
|
12,509
|
|
|
|
521,742
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
Administration
|
|
|
21,583
|
|
|
|
|
|
|
Experiment and research
|
|
|
84,841
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
26,437
|
|
|
|
|
|
|
Retirement of fixed assets
|
|
|
1,518
|
|
|
|
|
|
|
Miscellaneous taxes
|
|
|
3,285
|
|
|
|
137,666
|
|
|
Operating income
|
|
|
|
|
|
|
384,076
|
|
|
Non-operating revenues
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
15,218
|
|
|
|
|
|
|
Lease and rental income
|
|
|
10,530
|
|
|
|
|
|
|
Miscellaneous income
|
|
|
4,319
|
|
|
|
30,068
|
|
|
Non-operating expenses
|
|
|
|
|
|
|
|
|
|
Interest expenses
|
|
|
12,707
|
|
|
|
|
|
|
Corporate bond interest expenses
|
|
|
12,110
|
|
|
|
|
|
|
Lease and rental expenses
|
|
|
4,708
|
|
|
|
|
|
|
Miscellaneous expenses
|
|
|
3,131
|
|
|
|
32,658
|
|
|
Recurring profit
|
|
|
|
|
|
|
381,487
|
|
|
Extraordinary profit
|
|
|
|
|
|
|
|
|
|
Gains on sales of investments in subsidiaries and affiliated companies
|
|
|
299,520
|
|
|
|
299,520
|
|
|
Extraordinary loss
|
|
|
|
|
|
|
|
|
|
Write-off of investments in subsidiaries and affiliated companies
|
|
|
10,389
|
|
|
|
10,389
|
|
|
Income before income taxes
|
|
|
|
|
|
|
670,618
|
|
|
Corporation, inhabitant, and
enterprise taxes
|
|
|
3,347
|
|
|
|
|
|
|
Deferred tax expenses
(benefits)
|
|
|
590
|
|
|
|
3,938
|
|
|
Net income
|
|
|
|
|
|
|
666,679
|
|
|
Note: Amounts are rounded down to the nearest million yen.
|
|
|
|
|
|
|
|
|
60
Auditor’s Reports
Auditor’s Report on Consolidated
Financial Statements
INDEPENDENT AUDITOR’S REPORT (CONSOLIDATED)
|
|
|
|
|
|
|
|
|
May 10, 2016
|
|
|
|
To the Board of Directors
|
|
|
|
|
|
Nippon Telegraph and Telephone Corporation
|
|
|
|
|
|
|
|
KPMG AZSA LLC
|
|
|
|
|
|
|
|
|
|
Hideki Amano (seal)
|
|
|
|
|
|
Designated Limited Liability Partner
|
|
|
|
|
|
Engagement Partner
|
|
|
|
|
|
Certified Public Accountant
|
|
|
|
|
|
|
|
|
|
Kensuke Sodekawa (seal)
|
|
|
|
|
|
Designated Limited Liability Partner
|
|
|
|
|
|
Engagement Partner
|
|
|
|
|
|
Certified Public Accountant
|
|
|
|
|
|
|
|
|
|
Masashi Oki (seal)
|
|
|
|
|
|
Designated Limited Liability Partner
|
|
|
|
|
|
Engagement Partner
|
|
|
|
|
|
Certified Public Accountant
|
|
|
We have audited the consolidated financial statements, comprising the consolidated
balance sheet, the consolidated statement of income, the consolidated statement of changes in equity and comprehensive income, and the notes to the consolidated financial statements of Nippon Telegraph and Telephone Corporation (the
“Company”) as at March 31, 2016 and for the fiscal year from April 1, 2015 to March 31, 2016 in accordance with Article 444(4) of the Companies Act.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with the second sentence of Article 120(1) of the Ordinance of Companies Accounting, as applied mutatis mutandis pursuant to Article 120-3(3) of the said Ordinance, that prescribes some omissions of disclosure items required under U.S.
Generally Accepted Accounting Principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit as independent
auditor. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances, while the objective of the financial statement audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above, which were prepared in accordance with the
second sentence of Article 120(1) of the Ordinance of Companies Accounting, as applied mutatis mutandis pursuant to Article 120-3(3) of the said Ordinance, that prescribes some omissions of disclosure items required under U.S. Generally
Accepted Accounting Principles, present fairly, in all material respects, the financial position and the results of operations of the Company and its consolidated subsidiaries for the period, for which the consolidated financial statements were
prepared.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent
Auditor’s Report as required by the Companies Act.
61
Auditor’s Report on Non-consolidated Financial Statement
INDEPENDENT AUDITOR’S REPORT (NON-CONSOLIDATED)
|
|
|
|
|
|
|
|
|
May 10, 2016
|
|
|
|
To the Board of Directors
|
|
|
|
|
|
Nippon Telegraph and Telephone Corporation
|
|
|
|
|
|
|
|
KPMG AZSA LLC
|
|
|
|
|
|
|
|
|
|
Hideki Amano (seal)
|
|
|
|
|
|
Designated Limited Liability Partner
|
|
|
|
|
|
Engagement Partner
|
|
|
|
|
|
Certified Public Accountant
|
|
|
|
|
|
|
|
|
|
Kensuke Sodekawa (seal)
|
|
|
|
|
|
Designated Limited Liability Partner
|
|
|
|
|
|
Engagement Partner
|
|
|
|
|
|
Certified Public Accountant
|
|
|
|
|
|
|
|
|
|
Masashi Oki (seal)
|
|
|
|
|
|
Designated Limited Liability Partner
|
|
|
|
|
|
Engagement Partner
|
|
|
|
|
|
Certified Public Accountant
|
|
|
We have audited the non-consolidated financial statements, comprising the
non-consolidated balance sheet, nonconsolidated statement of income, non-consolidated statement of changes in shareholders’ equity and other net assets, the notes to the non-consolidated financial statements and the supplementary schedules of
Nippon Telegraph and Telephone Corporation (the “Company”) as at March 31, 2016 and for the 31st fiscal year from April 1, 2015 to March 31, 2016 in accordance with Article 436(2)-(i) of the Companies Act.
Management’s Responsibility for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements and the supplementary
schedules in accordance with Japanese Generally Accepted Accounting Principles, and for such internal control as management determines is necessary to enable the preparation of financial statements and supplementary schedules that are free from
material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementary schedules based on our
audit as independent auditor. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
and the supplementary schedules are free from material misstatement.
An audit involves performing
procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the supplementary schedules. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the
financial statements and the supplementary schedules, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements and the
supplementary schedules in order to design audit procedures that are appropriate in the circumstances, while the objective of the financial statement audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the
supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements and the supplementary schedules referred to above present fairly, in all
material respects, the financial position and the results of operations of the Company for the period for which the financial statements and the supplementary schedules were prepared, in accordance with Japanese Generally Accepted Accounting
Principles.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to the provisions of
the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent
Auditor’s Report as required by the Companies Act.
62
Audit & Supervisory Board’s Report
AUDIT & SUPERVISORY BOARD’S REPORT
Based on reports from each Audit & Supervisory Board Member, and following due
discussion at meetings, the Audit & Supervisory Board has prepared this report regarding the execution of the duties of the Board of Directors in the 31st fiscal year from April 1, 2015, to March 31, 2016. The Board reports as
follows:
|
|
1.
|
Outline of Audit Methodology
|
|
|
(1)
|
The Audit & Supervisory Board established auditing policies and received reports from each Audit &
Supervisory Board Member on the status of the implementation of audits and the results thereof, as well as reports regarding the status of execution of duties from the Board of Directors and the Independent Auditors, and requested explanations as
necessary.
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|
|
(2)
|
On the basis of the Audit & Supervisory Board Rules, and in accordance with its auditing policies, the
Audit & Supervisory Board Members sought mutual understanding with Members of the Board, the internal auditing department and employees and other persons in their efforts to collect information and achieve an environment conducive to
audits, and conducted the audits based on the methods described below.
|
|
|
I.
|
The Audit & Supervisory Board Members attended meetings of the Board of Directors and other important meetings,
and received reports from Members of the Board, employees and other persons regarding performance of their duties, requested explanations as necessary, perused important statements regarding decisions and approvals made and investigated the status
of operations and assets at the head office and R&D laboratories. Regarding the subsidiaries, the Audit & Supervisory Board sought to achieve a mutual understanding and exchange of information with members of the board and
audit & supervisory board members and other persons of the subsidiaries, and where necessary received business reports from the subsidiaries.
|
|
|
II.
|
With respect to the particulars of Board of Directors resolutions relating to establishment of structures as set forth in
Article 100 (1) and (3) of the Ordinance for Enforcement of the Companies Act, necessary to ensure that Board Members’ performance of their duties, as stated in the business report, is in conformity with laws and regulations and their
company’s articles of incorporation and to otherwise ensure the appropriateness of the business of a corporate group consisting of a kabushiki kaisha and its subsidiaries, as well as the structures established pursuant to such resolutions
(internal control systems), the Audit & Supervisory Board Members received reports regularly from Members of the Board and other employees regarding the status of the establishment and implementation of the systems, requested explanations
as necessary, and expressed opinions thereon.
|
|
|
III.
|
The Audit & Supervisory Board Members audited and verified whether the Independent Auditor maintained its
independence and carried out its audits appropriately, received reports from the Independent Auditor regarding the execution of its duties and, where necessary, requested explanations. Also, the Audit & Supervisory Board
|
|
|
received notification from the Independent Auditors to the effect that the “structure to ensure that duties are executed appropriately” (the matters listed in Article 131 of the
Ordinance of Companies Accounting) has been established in accordance with “Quality Control Standards for Auditing” (Business Accounting Council, October 28, 2005) and, where necessary, requested explanations.
|
Based on the above methodology, the Audit & Supervisory Board audited the business report and related supplementary schedules, the
non-consolidated financial statements (nonconsolidated balance sheet, non-consolidated statement of income, non-consolidated statement of changes in shareholders’ equity and other net assets, notes to nonconsolidated financial statements) and
related supplementary schedules, as well as the consolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in equity and notes to the consolidated financial statements) related
to the fiscal year under review.
|
|
(1)
|
Results of the audit of the business report
|
|
|
I.
|
We find that the Business Report and its supplementary schedules accurately reflect the conditions of the company in
accordance with applicable laws and the Articles of Incorporation.
|
|
|
II.
|
No inappropriate conduct concerning the execution of duties by Members of the Board or material facts in violation of law
or the Articles of Incorporation were found.
|
|
|
III.
|
We find that the particulars of Board of Directors’ resolutions concerning the internal control systems are
appropriate. Further, no matters worthy of note were found with respect to the content of the business report and Board Members’ execution of duties in regards to the internal control systems.
|
|
|
(2)
|
Results of the audit of the financial statements and supplementary schedules
|
|
|
|
We find that the methodology and results of the audit by the Independent Auditor, KPMG AZSA LLC, are appropriate.
|
|
|
(3)
|
Results of the audit of the consolidated financial statements
|
|
|
|
We find that the methodology and results of the audits conducted by the Independent Auditor, KPMG AZSA LLC, are
appropriate.
|
Nippon Telegraph and Telephone Corporation
Audit & Supervisory Board
|
|
|
|
|
Full-time Audit & Supervisory Board Member
|
|
Kiyoshi Kosaka (seal)
|
|
Full-time Audit & Supervisory Board Member
|
|
Akiko Ide (seal)
|
|
Audit & Supervisory Board Member
|
|
Michiko Tomonaga (seal)
|
|
Audit & Supervisory Board Member
|
|
Seiichi Ochiai (seal)
|
|
Audit & Supervisory Board Member
|
|
Takashi Iida (seal)
|
|
Note:
|
Audit & Supervisory Board Members Michiko Tomonaga, Seiichi Ochiai and Takashi Iida are outside Company Auditors
as prescribed in Article 2(xvi), and Article 335(3) of the Companies Act.
|
END
63
Code No.: 9432
To
Shareholders:
INTERNET DISCLOSURE INFORMATION IN CONNECTION WITH
THE NOTICE OF CONVOCATION OF THE 31ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
|
|
|
|
|
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|
|
Table of Contents
|
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|
Business Report
|
|
|
|
|
|
|
|
|
|
Outline of the Business of NTT Group
|
|
|
|
|
|
|
|
|
|
Main Businesses of NTT Group
|
|
|
1
|
|
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|
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|
Main Locations, etc. of NTT Group
|
|
|
2
|
|
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|
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|
|
NTT Group Employment
|
|
|
2
|
|
|
|
|
|
|
Changes in Consolidated Assets and Consolidated Income of NTT Group
|
|
|
3
|
|
|
|
|
|
|
Changes in Non-Consolidated Assets and Non-Consolidated Income of NTT
|
|
|
3
|
|
|
|
|
|
|
Matters Regarding Independent Auditors
|
|
|
4
|
|
|
|
|
|
|
Content of Resolutions Concerning the Systems to Ensure the Propriety of NTT’s Business
|
|
|
5
|
|
|
|
|
|
|
Outline of Operations of the Systems to Ensure Propriety of NTT’s Business
|
|
|
8
|
|
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
|
|
|
11
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
12
|
|
|
|
|
|
|
Non-consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
Non-consolidated Statement of Changes in Shareholders’ Equity and Other Net Assets
|
|
|
18
|
|
|
|
|
|
|
Notes to Non-consolidated Financial Statements
|
|
|
19
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Outline of the financial statements for Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone
West Corporation and NTT Communications Corporation (For reference)
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pursuant to applicable laws and regulations, and Article 16 of NTT’s Articles of Incorporation, the
above matters are deemed to be provided to the shareholders by posting them on NTT’s website.
June 1, 2016
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
Business Report
Outline of
the Business of NTT Group
Main Businesses of NTT Group
|
|
|
|
|
Category
|
|
Main businesses
|
|
Regional Communications
Business
|
|
Domestic intra-prefectural communications services and related
services
|
|
Long Distance and
International
Communications
Business
|
|
Domestic inter-prefectural communications services, international communications
services, solutions business, and related services
|
|
Mobile Communications
Business
|
|
Mobile telephone services and related services
|
|
Data Communications
Business
|
|
System integration services, network system services and other
services
|
|
Other Business
|
|
Real estate business, finance business,
construction and electric power business, system development business, and other businesses
|
– 1 –
Main Locations, etc. of NTT Group
n
NTT
<Head Office>
Chiyoda-ku, Tokyo
<Laboratories>
|
|
•
|
|
Service Innovation Laboratory Group (Kanagawa)
|
|
|
•
|
|
Information Network Laboratory Group (Tokyo)
|
|
|
•
|
|
Science & Core Technology Laboratory Group (Kanagawa)
|
|
|
|
|
|
¡
|
|
Total number of laboratories*:12
|
* “Laboratory” means a section of Laboratory Groups.
n
Subsidiaries
|
|
|
|
|
|
|
Category
|
|
Name of Main Company
|
|
Main Location
|
|
Regional
Communications
Business
|
|
Nippon Telegraph and Telephone East Corporation
|
|
Shinjuku-ku, Tokyo
|
|
|
Nippon Telegraph and Telephone West Corporation
|
|
Chuo-ku, Osaka-shi,
Osaka
|
|
Long Distance
and
International
Communications
Business
|
|
NTT Communications Corporation
|
|
Chiyoda-ku, Tokyo
|
|
|
Dimension Data Holdings plc
|
|
United Kingdom
|
|
|
Solutionary, Inc.
|
|
United States
|
|
Mobile
Communications
Business
|
|
NTT DOCOMO, INC.
|
|
Chiyoda-ku, Tokyo
|
|
Data
Communications
Business
|
|
NTT DATA CORPORATION
|
|
Koto-ku, Tokyo
|
|
Other Business
|
|
NTT URBAN DEVELOPMENT CORPORATION
|
|
Chiyoda-ku, Tokyo
|
|
|
NTT FINANCE CORPORATION
|
|
Minato-ku, Tokyo
|
|
|
NTT FACILITIES, INC.
|
|
Minato-ku, Tokyo
|
|
|
NTT COMWARE CORPORATION
|
|
Minato-ku, Tokyo
|
NTT Group Employment
Number of
employees in NTT Group (as of March 31, 2016): 241,448 (a decrease of 145 from the previous fiscal year)
|
|
|
|
|
|
|
|
|
Category
|
|
Number of
Employees
|
|
|
|
|
|
|
|
|
Regional Communications Business
|
|
|
66,214
|
|
|
|
|
|
|
|
|
Long Distance and International
Communications Business
|
|
|
43,758
|
|
|
|
|
|
|
|
|
Mobile Communications Business
|
|
|
26,129
|
|
|
|
|
|
|
|
|
Data Communications Business
|
|
|
80,526
|
|
|
|
|
|
|
|
|
Other Business
|
|
|
24,821
|
|
|
|
– 2 –
Changes in Consolidated Assets and Consolidated Income of NTT Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
|
Fiscal year ended
March 31, 2013
|
|
|
Fiscal year ended
March 31, 2014
|
|
|
Fiscal year ended
March 31, 2015
|
|
|
Fiscal year ended
March 31, 2016
|
|
Operating revenues
(billions of yen)
|
|
|
10,700.7
|
|
|
|
10,925.2
|
|
|
|
11,095.3
|
|
|
|
11,541.0
|
|
|
|
|
|
|
|
Operating income
(billions of yen)
|
|
|
1,202.0
|
|
|
|
1,213.7
|
|
|
|
1,084.6
|
|
|
|
1,348.1
|
|
|
|
|
|
|
|
Income before income taxes
(billions of yen)
|
|
|
1,197.6
|
|
|
|
1,294.2
|
|
|
|
1,066.6
|
|
|
|
1,329.3
|
|
|
|
|
|
|
|
|
Net income (billions of yen)
|
|
|
521.9
|
|
|
|
585.5
|
|
|
|
518.1
|
|
|
|
737.7
|
|
|
|
|
|
|
|
|
Net income per share (yen)
|
|
|
215.34
|
|
|
|
254.61
|
|
|
|
236.85
|
|
|
|
350.34
|
|
|
|
|
|
|
|
|
Total assets (billions of yen)
|
|
|
19,549.1
|
|
|
|
20,284.9
|
|
|
|
20,702.4
|
|
|
|
21,035.9
|
|
|
|
|
|
|
|
Shareholders’ equity
(billions of yen)
|
|
|
8,231.4
|
|
|
|
8,511.4
|
|
|
|
8,681.9
|
|
|
|
8,833.8
|
|
|
|
|
|
|
|
Shareholders’ equity per share
(yen)
|
|
|
3,472.08
|
|
|
|
3,833.78
|
|
|
|
4,100.63
|
|
|
|
4,214.32
|
|
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
The consolidated financial statements of NTT Group are prepared in accordance with U.S. Generally Accepted Accounting Principles.
|
|
|
|
2.
|
|
Net income reflects net income attributable to NTT (excluding the portion attributable to noncontrolling interests).
|
|
|
|
3.
|
|
Net income per share reflects net income per share attributable to NTT (excluding the portion attributable to noncontrolling interests).
|
|
|
|
4.
|
|
Net income per share is calculated based on the average number of shares outstanding, excluding treasury stock, during the fiscal year. Shareholders’ equity per share is calculated based on the number of shares outstanding,
excluding treasury stock, at the end of the fiscal year.
|
|
|
|
5.
|
|
Figures for net income per share and shareholders’ equity per share have been adjusted to reflect the 2-for-1 stock split that NTT implemented on July 1, 2015.
|
|
|
|
6.
|
|
As a result of the application of the equity method to NTT Group’s investment in Philippine Long Distance Telephone Company for the fiscal year ended March 31, 2014, the equity method of accounting was applied
retrospectively. Consequently, the above figures for income before income taxes, net income, net income per share, total assets, shareholders’ equity and shareholders’ equity per share for the fiscal year ended March 31, 2013 have been
revised.
|
Changes in Non-Consolidated Assets and Non-Consolidated Income of NTT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
|
Fiscal year ended
March 31, 2013
|
|
|
Fiscal year ended
March 31, 2014
|
|
|
Fiscal year ended
March 31, 2015
|
|
|
Fiscal year ended
March 31, 2016
|
|
Operating revenues
(billions of yen)
|
|
|
432.7
|
|
|
|
430.8
|
|
|
|
411.8
|
|
|
|
521.7
|
|
|
|
|
|
|
|
Operating income
(billions of yen)
|
|
|
278.6
|
|
|
|
283.5
|
|
|
|
273.9
|
|
|
|
384.0
|
|
|
|
|
|
|
|
|
Recurring profit (billions of yen)
|
|
|
274.4
|
|
|
|
277.3
|
|
|
|
272.3
|
|
|
|
381.4
|
|
|
|
|
|
|
|
|
Net income (billions of yen)
|
|
|
271.5
|
|
|
|
279.2
|
|
|
|
556.5
|
|
|
|
666.6
|
|
|
|
|
|
|
|
|
Net income per share (yen)
|
|
|
112.03
|
|
|
|
121.43
|
|
|
|
254.45
|
|
|
|
316.59
|
|
|
|
|
|
|
|
|
Total assets (billions of yen)
|
|
|
7,467.8
|
|
|
|
7,302.0
|
|
|
|
7,027.3
|
|
|
|
7,052.0
|
|
|
|
|
|
|
|
|
Net assets (billions of yen)
|
|
|
4,641.1
|
|
|
|
4,329.0
|
|
|
|
4,345.4
|
|
|
|
4,717.9
|
|
|
|
|
|
|
|
|
Net assets per share (yen)
|
|
|
1,957.68
|
|
|
|
1,949.92
|
|
|
|
2,052.46
|
|
|
|
2,250.77
|
|
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
The non-consolidated financial statements of NTT are prepared in accordance with Japanese Generally Accepted Accounting Principles.
|
|
|
|
2.
|
|
Net income per share is calculated based on the average number of shares outstanding, excluding treasury stock, during the fiscal year. Net assets per share is calculated based on the number of shares outstanding, excluding
treasury stock, at the end of the fiscal year.
|
|
|
|
3.
|
|
NTT implemented a 2-for-1 stock split of its common stock, with an effective date of July 1, 2015. Net income per share and Net assets per share have been adjusted to reflect the impact of these stock splits.
|
– 3 –
Matters Regarding Independent Auditors
|
l
|
|
Name of Independent Auditor
|
KPMG AZSA LLC
|
l
|
|
Compensation to Independent Auditor during the Fiscal Year Ended March 31, 2016
|
|
|
|
|
|
Independent Auditor
|
|
Amount
|
|
KPMG AZSA LLC
|
|
¥268 million
|
Notes:
|
|
1.
|
The audit engagement agreements between NTT and the independent auditor do not distinguish between compensation for audits performed pursuant to the Companies Act and compensation for audits performed pursuant to the
Financial Instruments and Exchange Act, and since it is not practically possible to make such a distinction, the above amount represents the total figure for both audits.
|
|
|
2.
|
The Audit & Supervisory Board consented to the compensation of the independent auditor pursuant to Article 399, paragraph 1 of the Companies Act after confirming and examining the details of the audit plan, the
status of performing duties of financial audits, the basis for the calculation of the estimate of compensation of the independent auditor and other factors.
|
|
l
|
|
Total Monetary and Other Financial Benefits Payable by NTT and its Subsidiaries
|
|
|
|
|
|
Independent Auditor
|
|
Amount
|
|
KPMG AZSA LLC
|
|
¥3,152 million
|
Notes:
|
|
1.
|
The non-audit services for which NTT pays compensation to KPMG AZSA LLC are the provision of guidance and advice and other services in relation to International Financial Reporting Standards (IFRS).
|
|
|
2.
|
Of NTT’s material subsidiaries, those overseas were audited by firms other than KPMG AZSA LLC.
|
|
l
|
|
Policies Concerning Decisions to Discharge or Not Reappoint Independent Auditor
|
In the event that the
circumstances set forth in any item of Article 340(1) of the Companies Act apply to the independent auditor, the independent auditor may be discharged by a unanimous resolution of the Audit & Supervisory Board.
In addition, if the Board of Directors determines that it would be difficult for the independent auditor to perform proper audits, the Audit &
Supervisory Board may propose a resolution to the Ordinary General Meeting of Shareholders that the independent auditor be discharged or that the independent auditor not be reappointed.
– 4 –
Content of Resolutions Concerning the Systems to Ensure the Propriety of NTT’s Business
The Board of Directors made the resolution with respect to the “Basic Policy Concerning the Development of the Internal Control Systems for NTT Group.” The
contents of the resolution are set out below.
Basic Policies Concerning the Maintenance of Internal Control Systems
|
|
I.
|
Basic Concepts for the Development of Internal Control Systems
|
|
|
|
1.
|
NTT shall develop a system of internal controls through taking measures for the prevention and minimization of losses, with the objectives of ensuring compliance with legal requirements, managing risks, and achieving
appropriate and efficient business operations.
|
|
|
|
2.
|
NTT shall establish the Internal Control Office which oversees the establishment of internal control rules and frameworks. The Internal Control Office shall evaluate the effectiveness of the internal control systems
based on internal audits regarding high risk matters affecting the entire NTT Group, and shall make sure that necessary corrective measures and improvements are implemented.
|
|
|
|
3.
|
NTT shall also take appropriate measures to ensure the reliability of its internal control systems for financial reporting based on the U.S. Public Company Accounting Reform and Investor Protection Act of 2002
(“Sarbanes-Oxley Act”) and the Financial Instruments and Exchange Act.
|
|
|
|
4.
|
As a chief executive officer, the president shall be responsible for ensuring the development and operation of the internal control systems.
|
|
|
|
II.
|
Development of the Internal Control Systems
|
|
|
|
1.
|
Systems to ensure that the performance of duties by members of the board and employees conform with laws and regulations and NTT’s Articles of Incorporation
|
|
NTT shall implement the following measures with the objective of ensuring that its business is
conducted in compliance with laws and regulations and in accordance with high ethical standards:
|
|
(1)
|
NTT shall establish the Employment Rules which require employees to adhere faithfully to applicable laws, regulations and official notices, and to devote all their efforts to the performance of their duties so that
business activities are appropriately and effectively carried out.
|
|
|
|
(2)
|
NTT shall adopt the NTT Group Corporate Ethics Charter setting forth specific conduct guidelines concerning corporate ethics for all NTT Group officers and employees.
|
|
|
|
(3)
|
NTT shall establish the Corporate Ethics Committee, chaired by the Senior Executive Vice President in charge, to clarify the structure of responsibilities for corporate ethics. It addresses promotion of corporate
ethics, improvement of compliance awareness, maintenance of corporate discipline, and investigates whistleblowers’ allegation.
|
|
|
|
(4)
|
NTT shall establish an internal Corporate Ethics Helpline and an external Corporate Ethics Helpline handled by an independent law firm in order to foster a more open group-wide corporate culture. Whistleblower reports
may be made on an anonymous or identified basis. NTT shall ensure that whistleblowers do not suffer disadvantage as a result of using these helplines.
|
|
|
|
(5)
|
Corporate ethics training shall be conducted as part of continuous educational activities for officers and employees. In addition, surveys on awareness of corporate ethics shall be conducted to check the effectiveness
of these activities.
|
|
– 5 –
|
|
2.
|
Rules and other systems concerning business risk management
|
|
NTT shall take the following measures to appropriately manage business risks:
|
|
(1)
|
NTT shall establish the Risk Management Rules to prescribe fundamental rules concerning risk management and to promote effective and efficient business operations.
|
|
|
|
(2)
|
NTT shall establish the Business Risk Management Committee, chaired by the Senior Executive Vice President in charge, to clarify responsibilities concerning management of business risks and to perform crisis management
in response to new business risks affecting corporate operations.
|
|
|
|
(3)
|
In order to address group-wide coordination of risk management, NTT shall also formulate the Business Risk Management Manual to focus on preventing and preparing for risks, and positioning NTT Group to respond
appropriately and rapidly as risks materialize.
|
|
|
|
3.
|
Systems for ensuring that members of the Board efficiently perform their duties
|
|
NTT shall take the following measures to ensure that its business activities are managed
efficiently through allocating responsibilities appropriately among members of the Board and maintaining an appropriate oversight structure to monitor such matters:
|
|
(1)
|
NTT shall adopt the Organization Rules governing the functions and operations of internal organizational groups, and the Authority Matrix setting forth the allocation of responsibilities among the various organizational
groups.
|
|
|
|
(2)
|
NTT shall adopt the Rules for the Board of Directors governing the function and responsibilities of the Board of Directors. In principle, the Board of Directors shall hold meetings once each month, and be responsible
for decisions on important managerial matters on the basis of applicable laws and regulations, business judgment principles, and other considerations including the duty of care. Members of the Board shall report regularly to the Board of Directors
the status of implementation of their duties.
|
|
|
|
(3)
|
The Board of Directors shall include outside directors with independent perspectives to reinforce the oversight function for ensuring the impartial performance of duties.
|
|
|
|
(4)
|
As a holding company that oversees and coordinates NTT Group, NTT shall establish the Executive Officers Meeting and subcommittees for the purpose of considering and deciding important managerial matters of NTT and NTT
Group, with the objective of promoting efficient and effective group management.
|
|
NTT Group shall also establish a reporting structure for matters regarding business operations
of group companies.
|
|
4.
|
Systems for retaining and managing information related to the performance of duties of members of the Board
|
|
NTT shall adopt the following measures to facilitate appropriate and efficient conduct of
business activities through appropriate management of information on the performance of duties by members of the Board:
|
|
(1)
|
NTT shall adopt the Document Management Rules and the Rules for Information Security Management to manage documents (including related materials and information recorded on electronic media; referred to as
“Documents”) and other information properly.
|
|
|
|
(2)
|
Documents shall be retained for the periods required by law and/or as necessary for business operations.
|
|
|
|
5.
|
Systems for ensuring the propriety of the business activities of NTT Group
|
|
NTT shall ensure that transactions among NTT Group companies are conducted appropriately and in
compliance with laws and regulations, and that all group companies adopt following measures to conduct their business operations appropriately and to contribute to the growth and development of NTT Group:
|
|
(1)
|
Establishing a crisis communication system to notify the parent company,
|
|
– 6 –
|
|
(2)
|
Conducting employee education and training to prevent fraud or misconduct,
|
|
|
|
(3)
|
Establishing systems for information security and protection of personal information,
|
|
|
|
(4)
|
Reporting regularly to the parent company on their financial condition, and
|
|
|
|
(5)
|
Accepting audits by the parent company’s internal audit division.
|
|
|
|
6.
|
Employees who assist Audit & Supervisory Board Members in the performance of their duties and the independence of those employees from members of the Board
|
|
NTT shall adopt the following measures with respect to employees who assist Audit &
Supervisory Board Members in the performance of their duties to ensure the effective performance of audits by Audit & Supervisory Board Members:
|
|
(1)
|
Office of Audit & Supervisory Board Members shall be established as an integral part of NTT’s corporate organization under the Companies Act. Office of Audit & Supervisory Board Members shall be staffed
with dedicated personnel who work full time in assisting Audit & Supervisory Board Members in the performance of their duties.
|
|
|
|
(2)
|
Personnel assigned to Office of Audit & Supervisory Board Members perform their responsibilities at the instruction and direction of Audit & Supervisory Board Members.
|
|
|
|
(3)
|
Decisions on transfer of personnel assigned to Office of Audit & Supervisory Board Members, evaluations of such personnel shall be made with due regard for the opinion of the Audit & Supervisory Board.
|
|
|
|
7.
|
Systems for reporting to Audit & Supervisory Board Members by members of the Board and employees and systems for ensuring effective implementation of audits by Audit & Supervisory Board Members
|
|
To ensure that audits by Audit & Supervisory Board Members are carried out effectively, NTT
shall adopt the following measures concerning reporting to Audit & Supervisory Board Members by members of the Board and employees with regard to important matters relating to the performance of their duties:
|
|
(1)
|
Members of the board and other personnel report the following matters concerning the performance of their duties:
|
|
|
|
(a)
|
Matters resolved at Executive Officers Meeting;
|
|
|
|
(b)
|
Matters that cause or may cause substantial damage to NTT;
|
|
|
|
(c)
|
Monthly financial reports;
|
|
|
|
(d)
|
Results of internal audits;
|
|
|
|
(e)
|
Matters that pose a risk of violation of laws and regulations or the Articles of Incorporation;
|
|
|
|
(g)
|
Material matters reported by group companies; and
|
|
|
|
(h)
|
Other material compliance matters.
|
|
|
|
(2)
|
Representative members of the Board, accounting auditors, and the Internal Control Office shall report to and exchange ideas and opinions with Audit & Supervisory Board Members periodically or as needed upon request
from Audit & Supervisory Board Members.
|
|
|
|
(3)
|
Audit & Supervisory Board Members have the right to attend meetings of the Board of Directors and other important meetings.
|
|
|
|
(4)
|
Audit & Supervisory Board Members auditors may contract independently with and seek advice from external experts with respect to the performance of audit operations.
|
|
|
|
(5)
|
Audit & Supervisory Board Members may request prepayment or reimbursement of expenses incurred in the execution of their duties. NTT shall provide prepayment or reimbursement upon such requests.
|
|
– 7 –
Outline of Operations of the Systems to Ensure Propriety of NTT’s Business
The following section provides an outline of operations of the systems to ensure propriety of NTT’s business on the basis of the Basic Policy for the Development of
the Internal Control Systems for NTT Group.
|
|
1.
|
Systems to ensure that the performance of duties by members of the board and employees conforms with laws and regulations and NTT’s Articles of Incorporation
|
|
NTT strives to maintain and heighten awareness regarding corporate ethics and compliance with the
objective of ensuring that its business is conducted in compliance with laws and regulations and in accordance with high ethical standards.
With respect to corporate ethics, the NTT Group Corporate Ethics Charter and the Employment Rules are disseminated via NTT’s
intranet. Also, the Corporate Ethics Committee held two meetings during the fiscal year under review, and was tasked with investigating matters reported to the Corporate Ethics Helplines for whistleblowing, and then reporting such matters to the
Board of Directors, along with the status of actions taken to address such matters. During the fiscal year under review, NTT Group’s external Corporate Ethics Helpline received 240 reports. NTT stipulates and appropriately implements
regulations on Corporate Ethics Helpline operating procedures to ensure that whistleblowers will not suffer disadvantage as a result of using these helplines.
NTT aims to maintain and heighten compliance awareness through its efforts geared to improving the level of understanding of such issues
among officers and employees. To that end, NTT offers training sessions on corporate ethics to its officers and employees, and also provides them with detailed explanations on case studies involving corporate ethics issues through NTT’s
intranet. NTT also conducts surveys of employee attitudes regarding corporate ethics, which it draws on in its efforts to further instill increasingly widespread awareness of corporate ethics.
|
|
2.
|
Rules and other systems concerning business risk management
|
|
With respect to business risk management, NTT has established Risk Management Rules stipulating
fundamental policies on risk management with the aims of, among other things, anticipating and preventing materialization of potential risks, and also minimizing losses if any risk materializes. Chaired by a Senior Executive Vice President, the
Business Risk Management Committee spearheads efforts to develop and operate a PDCA cycle for managing risk. During the fiscal year under review, the committee held one meeting during which discussions involved identifying risks that could
potentially have a company-wide impact, policies for managing such risks, and other such matters.
NTT has also formulated the NTT
Group Business Risk Management Manual, and distributed it to each Group company, in order to facilitate Group-wide risk management initiatives. On the basis of the manual, which stipulates matters that include proactive measures for potential risks,
collaborative Group-wide approaches and policies for addressing risks that materialize, and pathways for communicating information, systems have been developed and implemented that enable swift action to be taken.
|
|
3.
|
Systems for ensuring that members of the Board efficiently perform their duties
|
|
NTT executes operations on the basis of the Organization Rules governing the functions and
operations of internal organizational groups, and under the supervision of the Board of Directors, makes decisions on the basis of the Authority Matrix setting forth the allocation of responsibilities among the various organizational groups.
The Board of Directors makes decisions on matters stipulated in the Rules for the Board of Directors, including those
required by laws and regulations, as well as those involving management strategies, financing and other important matters related to both corporate and Group management. Moreover, the Board of Directors supervises members of the Board in performing
their duties through such means as receiving periodic status reports from the members of the board with respect to performance of their duties. The Board of Directors, which comprises 12 members including two outside directors, met 12 times during
the fiscal year under review.
– 8 –
The Executive Officers Meeting is tasked with deliberating on important NTT decisions, and was held 36 times during the
fiscal year under review. Under the Executive Officers Meeting, NTT has also established subcommittees that deliberate on issues pertaining to both corporate and Group management. The major subcommittees and the number of times that meetings of the
respective subcommittees were held during the fiscal year under review are as follows.
|
|
•
|
|
Technology Strategy Committee (R&D vision, technology development strategy, R&D alliance strategy): 1
|
|
|
|
•
|
|
Investment Strategy Committee (Investment strategy related to large investment projects, etc.): 19
|
|
|
|
•
|
|
Finance Strategy Committee (Basic strategies related to finance, policies for addressing financial issues): 6
|
|
NTT obtains necessary information regarding business operations of group companies including
business planning and financial reporting of these companies. To that end, NTT has established systems for obtaining reports from each Group company, and otherwise gets such information by gaining access to business reports, temporarily dispatching
officers from NTT, and through other such means geared to the size and characteristics of its each Group company.
|
|
4.
|
Systems for retaining and managing information related to the performance of duties of members of the board
|
|
NTT has established the Document Management Rules and the Rules for Information Security
Management with respect to its management of information, including information is related to the performance of duties by members of the board. Those rules are disseminated via NTT’s intranet. NTT retains documents (including those recorded on
electronic media) for periods determined according to document type, as required by laws and regulations, and as necessary for business operations. NTT appropriately organizes and retains documents through initiatives that include assigning
information managers to each division and adopting systems that make it possible to manage documents (computer files) in accordance with the regulations.
|
|
5.
|
Systems for ensuring propriety of the business activities of NTT Group
|
|
NTT has established, and appropriately implements, systems for consulting with and reporting to
the parent company with respect to important matters of Group management, such as the occurrence of a crisis that could affect the overall Group. With the aim of maintaining and heightening compliance awareness across the entire NTT Group, NTT
provides guidance to Group companies on offering corporate ethics training sessions, and monitors progress of those training sessions.
In terms of ensuring information security across the entire NTT Group, NTT has established the NTT Group Information Security Policy and
disseminated via NTT’s corporate website. Further, NTT has established the Group CISO Committee, whose membership consists of Chief Information Security Officers (CISOs) of each Group company, as a forum for deliberating on issues pertaining to
information security. The committee met four times during the fiscal year under review.
Group companies appropriately report their
financial status, including their quarterly and monthly results, to the parent company. Those results are reported as the monthly monitoring status to NTT’s Executive Officers Meeting and its Board of Directors.
Moreover, NTT’s Internal Control Office and the internal audit divisions of major Group companies uniformly
conducted audits of Group companies and their respective affiliates, with such audits designed to reflect material risks common throughout the Group as well as those risks inherent to the respective companies.
– 9 –
|
|
6.
|
Employees who assist Audit & Supervisory Board Members in the performance of their duties and the independence of those employees from members of the Board
|
|
NTT has established Office of Audit & Supervisory Board Members to act as a system for
supporting audits performed by Audit & Supervisory Board Members. The office comprises four dedicated personnel who appropriately perform their responsibilities at the instruction and direction of Audit & Supervisory Board Members. Personnel
matters of these staff members, such as transfers and evaluations, are coordinated with the Audit & Supervisory Board.
|
|
7.
|
Systems for reporting to Audit & Supervisory Board Members by members of the Board and employees and systems for ensuring effective implementation of audits by Audit & Supervisory Board Members
|
|
Audit & Supervisory Board Members attend meetings of the Board of Directors and other
important meetings. During the fiscal year under review, Audit & Supervisory Board Members Preliminary Deliberation Meeting was held 37 times. Audit & Supervisory Board Members also hold periodic meetings for exchanges of ideas and opinions
with Representative Members of the Board, and otherwise engage in discussions with members of the Board on various topics. Through such forums, they gain access to status reports on matters such as performance of duties as indicated by NTT’s
Basic Policy, and also provide suggestions when necessary.
Audit & Supervisory Board Members also engage in initiatives that
include: exchanging ideas and opinions with the accounting auditors and internal audit divisions; gaining access to reports containing explanations of audit plans, the status of internal control systems and other such content; and providing
suggestions when necessary.
Audit & Supervisory Board Members have contracted independently with attorneys
and other external experts in order to seek advice with respect to the performance of audit operations, and NTT appropriately covers required costs incurred in that regard, along with other costs necessary for performing audits.
– 10 –
Consolidated Financial Statements
Consolidated Statement of Changes in Equity
(from April 1, 2015 to March 31,
2016)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of yen)
|
|
|
|
NTT shareholders’ equity
|
|
Total NTT
shareholders’
equity
|
|
Noncontrolling
interest
|
|
Total equity
|
|
|
|
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Treasury
stock, at cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At beginning of year
|
|
937,950
|
|
2,846,723
|
|
5,126,657
|
|
268,232
|
|
(497,702)
|
|
8,681,860
|
|
2,367,950
|
|
11,049,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments due to change in fiscal year
end of consolidated subsidiaries
|
|
|
|
|
|
700
|
|
(9,702)
|
|
|
|
(9,002)
|
|
(595)
|
|
(9,597)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At beginning of year (as adjusted)
|
|
937,950
|
|
2,846,723
|
|
5,127,357
|
|
258,530
|
|
(497,702)
|
|
8,672,858
|
|
2,367,355
|
|
11,040,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
737,738
|
|
|
|
|
|
737,738
|
|
241,075
|
|
978,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
(315,585)
|
|
|
|
(315,585)
|
|
(44,749)
|
|
(360,334)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
|
|
|
|
(200,182)
|
|
|
|
|
|
(200,182)
|
|
(105,568)
|
|
(305,750)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in NTT’s ownership interest in
subsidiaries
|
|
|
|
28,666
|
|
|
|
|
|
|
|
28,666
|
|
(51,837)
|
|
(23,171)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation transaction
|
|
|
|
4,171
|
|
|
|
|
|
|
|
4,171
|
|
|
|
4,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of treasury stock
|
|
|
|
|
|
|
|
|
|
(93,886)
|
|
(93,886)
|
|
|
|
(93,886)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resale of treasury stock
|
|
|
|
8
|
|
|
|
|
|
18
|
|
26
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of treasury stock
|
|
|
|
(8)
|
|
(590,679)
|
|
|
|
590,687
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At end of year
|
|
937,950
|
|
2,879,560
|
|
5,074,234
|
|
(57,055)
|
|
(883)
|
|
8,833,806
|
|
2,406,276
|
|
11,240,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Amounts are rounded off to the nearest million yen.
– 11 –
Notes to Consolidated Financial Statements
Matters Pertaining to the Preparation of Consolidated Financial Statements
Significant Accounting Policies
|
1.
|
Standards for preparation of consolidated financial statements
|
Pursuant to the stipulations of Article
120-3(1) of the Ordinance of Companies Accounting, NTT’s consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles. However, certain statements and notes required by U.S. Generally Accepted
Accounting Principles are omitted in accordance with the second sentence of Article 120(1) of the said Ordinance, as applied mutatis mutandis pursuant to Article 120-3(3) of the said Ordinance.
|
2.
|
Valuation standard and method for marketable securities
|
NTT Group applies Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) 320 “Investments - Debt and Equity Securities.”
|
|
(1)
|
Securities held to maturity
|
Amortized cost method.
|
|
(2)
|
Available-for-sale securities
|
Stated at fair value based on market price as of the balance sheet date
with valuation differences directly reported as a separate component of shareholders’ equity. The cost of securities sold is determined by the moving average method.
|
3.
|
Valuation standard and method for inventories
|
Inventories consist of telecommunications equipment to be
sold, projects in progress, materials and supplies, which are stated at the lower of cost or market price. The cost of telecommunications equipment to be sold and materials are determined on a first-in first-out basis. The cost of projects in
progress is mainly attributable to the cost of software production under contracts with customers or the construction costs of real estate held for resale, including the costs of labor and subcontractors. The cost of supplies is determined by the
weighted-average method or by the specific identification method.
|
4.
|
Depreciation and amortization of fixed assets
|
|
|
(1)
|
Property, plant and equipment
|
Declining-balance method, with the exception of buildings, for which the
straight-line method is used.
|
|
(2)
|
Goodwill, Software and Other intangible assets
|
Straight-line method, except that, in accordance with ASC
350 “Intangibles - Goodwill and Other,” goodwill and intangible assets whose useful lives cannot be determined are not amortized, but are tested for impairment at least once a year.
|
5.
|
Accounting standard for allowances
|
|
|
(1)
|
Allowance for doubtful accounts
|
To cover expected losses from bad debts, estimated uncollectible amounts
are accrued for general claims on the basis of historical bad-debt ratios, and for specific claims, including doubtful accounts, on the basis of their recoverability.
|
|
(2)
|
Accrued liabilities for point programs
|
NTT Group offers “points” to customers based on the
usage of mobile and other services, which can be exchanged for benefits, including discounts on merchandise, and records “Accrued liabilities for point programs” relating to such points that customers earn.
– 12 –
|
6.
|
Accounting standards for liability for employees’ retirement benefits
|
In accordance with ASC 715
“Compensation – Retirement Benefits,” benefit obligations and plan assets are estimated and accrued at fair value as of year-end to provide for employees’ retirement benefits.
If the actuarial net gain or loss exceeds 10% of the greater of the benefit obligations or the fair value of plan assets, it is amortized from the
following fiscal year on a straight-line basis over the average remaining service periods at the time of recognition.
Prior service cost is amortized
from the time of recognition on a straight-line basis over the average remaining service periods at the time of recognition.
|
7.
|
Accounting for consumption taxes
|
Consumption taxes are accounted for separately by excluding them from
each transaction amount.
Scope of Consolidated Subsidiaries and Equity Method Investments
Scope of consolidated subsidiaries and equity method investments
As of March 31, 2016, NTT Group comprised 907 consolidated subsidiaries and 122 equity method affiliates.
Notes on Change of Accounting Policies
Change of the fiscal
year end of subsidiaries
As of April 1, 2015, certain of the Company’s consolidated subsidiaries changed their fiscal year ends from
December 31 to March 31, thereby eliminating a three-month discrepancy between their fiscal year ends and the Company’s fiscal year end in the consolidated financial statements. In line with this change of the fiscal year end, retained
earnings, accumulated other comprehensive income (loss), noncontrolling interests and redeemable noncontrolling interests at the beginning of the fiscal year ended March 31, 2016 were adjusted by ¥700 million, ¥(9,702) million, ¥(595)
million and ¥(419) million, respectively.
Change of the goodwill impairment testing date
In the fiscal year ended March 31, 2016, the Company changed the goodwill impairment testing date for certain of its consolidated subsidiaries from
September 30 to October 31. The Company concludes this change in accounting policy is preferable, as it more closely aligns the goodwill impairment testing date with NTT’s strategic planning processes and promotes more effective goodwill
impairment testing results. In the fiscal year ended March 31, 2016, the Company performed annual impairment test of goodwill as of September 30, 2015 before the change of the base date and as of October 31, 2015 after the change, and there was no
impairment loss as of each date.
– 13 –
Notes to Consolidated Balance Sheet
|
1.
|
“Accumulated other comprehensive income (loss)” includes unrealized gain (loss) on securities, unrealized gain (loss) on derivative instruments, foreign currency translation adjustments, and pension liability
adjustments.
|
|
2.
|
In accordance with the provisions of Article 9 of the “Act on Nippon Telegraph and Telephone Corporation, Etc.,” NTT has pledged all of its assets as general collateral for corporate bonds issued.
|
|
3.
|
Outstanding guarantees and others:
¥79,289 million
|
Notes to Consolidated Statement of Changes in Equity
|
1.
|
Number and type of shares issued and outstanding as of the end of the fiscal year ended March 31, 2016
|
|
|
|
|
|
Common stock:
|
|
2,096,394,470 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolution
|
|
Type of Shares
|
|
Total Dividends
(Millions of yen)
|
|
Dividends
per Share
(Yen) *
|
|
Record Date
|
|
Effective Date
|
|
June 26, 2015
Ordinary general
meeting of
shareholders
|
|
Common stock
|
|
95,274
|
|
90
|
|
March 31,
2015
|
|
June 29,
2015
|
|
|
|
|
|
|
|
|
November 6, 2015
Board of Directors
meeting
|
|
Common stock
|
|
104,908
|
|
50
|
|
September 30,
2015
|
|
December 7,
2015
|
|
|
(2)
|
Dividends for which the record date fell in the fiscal year ended March 31, 2016 with an effective date falling in the following fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolution
|
|
Type of Shares
|
|
Source of
Funding
for Dividend
|
|
Total Dividends
(Millions of yen)
|
|
Dividends
per Share
(Yen) *
|
|
Record Date
|
|
Effective Date
|
|
June 24, 2016
Ordinary general
meeting of
shareholders
|
|
Common stock
|
|
Retained
earnings
|
|
125,768
|
|
60
|
|
March 31,
2016
|
|
June 27,
2016
|
|
*
|
“Dividends per share” figures based on the resolutions adopted at the board of directors’ meeting on November 6, 2015 and at the ordinary general meeting of shareholders on June 24, 2016 reflects the
impact of NTT’s two-for-one stock split of common stock.
|
– 14 –
Notes Concerning Financial Instruments
|
1.
|
Qualitative information on financial instruments
|
In the normal course of its business, NTT Group has
certain outstanding financial instruments, including available-for-sale securities, debt securities held to maturity, long-term debt and other financial assets and liabilities incurred. Since debt mainly involves market risk due to fluctuations in
interest rates and foreign currency exchange rates, efforts to alleviate such risk include establishing risk management policies and entering into derivative transactions, including forward exchange contracts, interest rate swap agreements, currency
swap agreements and currency option agreements. NTT Group does not use derivative transactions for trading or speculative purposes.
|
2.
|
Fair value of financial instruments
|
The value of the financial instruments reported on the consolidated
balance sheet, their fair values as of March 31, 2016 and the differences between those values are as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
reported on
consolidated
balance sheet
|
|
|
Fair value
|
|
|
Difference
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in
affiliated companies
|
|
|
164,855
|
|
|
|
245,613
|
|
|
|
80,758
|
|
|
Marketable
securities and other investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
329,430
|
|
|
|
329,430
|
|
|
|
—
|
|
|
Debt
securities
|
|
|
86,977
|
|
|
|
86,977
|
|
|
|
—
|
|
|
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
securities
|
|
|
5,461
|
|
|
|
5,564
|
|
|
|
103
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
including current portion
|
|
|
(4,022,980
|
)
|
|
|
(4,165,577
|
)
|
|
|
142,597
|
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange
contracts
|
|
|
(9,570
|
)
|
|
|
(9,570
|
)
|
|
|
—
|
|
|
Interest rate swap
agreements
|
|
|
(6,004
|
)
|
|
|
(6,004
|
)
|
|
|
—
|
|
|
Currency swap
agreements
|
|
|
47,865
|
|
|
|
47,865
|
|
|
|
—
|
|
|
Currency option
agreements
|
|
|
(2,414
|
)
|
|
|
(2,414
|
)
|
|
|
—
|
|
|
|
*
|
Amounts reported as liabilities are shown in parentheses.
|
Notes:
|
|
1.
|
Assets and liabilities with carrying amounts that approximate fair values, such as cash and cash equivalents, notes and accounts receivable, trade, short-term borrowings, accounts payable, trade, and accrued payroll,
are not included in the above table.
|
|
|
2.
|
Methods of calculating fair values of financial instruments and matters relating to marketable securities and derivative transactions:
|
|
|
(1)
|
Investments in affiliated companies
|
If active market prices are available, fair value is measured by
quoted prices for identical assets in active markets. If market prices are not available, the investment is not included in the above table since determining fair value is difficult.
– 15 –
|
|
(2)
|
Marketable securities and other investments
|
If active market prices are available, fair value is
measured by quoted prices for identical assets in active markets. If active market prices are not available, fair value is measured by inputs derived principally from observable market data provided by financial institutions.
Long-term investment securities accounted for under the cost method are not included in the above.
|
|
(3)
|
Long-term debt including current portion
|
Fair value is measured at discount rates for similar debt
instruments of comparable maturities currently offered to NTT Group.
Forward exchange contracts, interest rate swap contracts, currency swap contracts and
currency option contracts are measured by inputs derived principally from observable market data provided by financial institutions.
Notes Concerning Investment
Property
NTT Group maintains investment properties, including office buildings.
|
2.
|
Fair value of investment property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of yen)
|
|
|
|
|
Amount included in the
consolidated balance sheet *
1
|
|
|
|
Fair value *
2
|
|
|
|
|
|
|
|
|
|
975,829
|
|
|
|
|
1,828,057
|
|
|
|
|
|
*1
|
Amount included in the consolidated balance sheet represents the original acquisition cost reduced by the accumulated depreciation and accumulated impairment losses.
|
|
|
*2
|
Fair value is calculated primarily through real estate appraisal standards.
|
Notes Concerning Financial Data Per Share
|
|
|
|
|
|
|
|
|
Shareholders’ equity per share:
|
|
¥
|
4,214.32
|
|
|
|
|
Net income attributable to NTT per share:
|
|
¥
|
350.34
|
|
|
|
|
*
|
NTT implemented a two-for-one stock split of its common stock, with an effective date of July 1, 2015, and the figures for Shareholders’ Equity per Share and Net Income per Share Attributable to NTT have been
adjusted to reflect the impact of the stock split as if the stock split had occurred at the beginning of the fiscal year ended March 31, 2016.
|
– 16 –
Other
Corporate
bonds
On March 24, 2016, the board of directors resolved that NTT may raise up to ¥50 billion by issuing telegraph and telephone bonds and
foreign currency bonds during the period from April 1 to June 30, 2016.
Change of income tax rates
Following the enactment of the Act for the Partial Revision of the Income Tax Act and the Act for the Partial Revision of the Local Tax Act on March 29,
2016, the corporate tax rates have changed for fiscal years beginning on or after April 1, 2016. Due to the change in the enacted tax rates, the statutory tax rate to be used for the calculation of deferred tax assets and liabilities decreased, and
as a result, when compared with the statutory tax rate applied before this revision, “Deferred income taxes” decreased by ¥32,665 million and “Net income attributable to NTT” decreased by ¥23,703 million.
Reduction of valuation allowance
As a result of the
change in the estimate of realizability of deferred tax assets, Nippon Telegraph and Telephone West Corporation, the Company’s subsidiary, and NTT DOCOMO Group (”NTT DOCOMO”), the Company’s subsidiary, decreased valuation
allowance related to ¥76,385 million of deferred tax assets. Accordingly, “Income tax expense (benefit): Deferred” in the consolidated statements of income decreased by the same amount of the decrease as deferred tax assets.
Acquisition of Lux e-shelter 1 S.a.r.l. (“e-shelter”)
On June 22, 2015, NTT Communications Corporation, a subsidiary of the Company, acquired 86.7% of the outstanding shares of German data center services
provider e-shelter for ¥98,096 million in cash and made this company its subsidiary. The acquisition was accounted for by the acquisition method, and the amounts of assets acquired, liabilities assumed, goodwill and redeemable noncontrolling
interests recognized were ¥130,829 million, ¥91,427 million, ¥70,422 million and ¥11,728 million, respectively, on the date when the acquirer obtained the control.
Acquisition of Dell Systems Corporation (“Dell Systems”) and IT Service-Related Business
On March 28, 2016, NTT DATA, through its subsidiary NTT Data International L.L.C., entered into a definitive agreement with Dell Inc. to acquire the Dell
Services Division, a provider of cloud services, applications-related services and BPO services primarily based in North America. Pursuant to this agreement, NTT Data International L.L.C. plans to acquire 100% of the shares of three companies,
including Dell Systems, as well as other IT service-related business from Dell Inc. for US$3,055 million during the fiscal year ending March 31, 2017.
Subsequent Events
The resolution regarding the repurchase of treasury stocks
of subsidiaries
On April 28, 2016, the board of directors of NTT DOCOMO resolved that NTT DOCOMO may acquire up to 99,132,938 shares of its
outstanding common stock for an amount in total not exceeding ¥192,514 million from May 2, 2016 through December 31, 2016.
– 17 –
Non-consolidated Financial Statements
Non-consolidated Statement of Changes in Shareholders’ Equity and Other Net Assets
(from April 1, 2015 to March 31, 2016)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of yen)
|
|
|
|
|
Shareholders’ equity
|
|
|
Unrealized gains
(losses), translation
adjustments, and
others
|
|
|
Total net
assets
|
|
|
|
|
Common
stock
|
|
|
Capital surplus
|
|
|
Earned surplus
|
|
|
Treasury
stock
|
|
|
Total
shareholders’
equity
|
|
|
Net
unrealized
gains
(losses) on
securities
|
|
|
Total
unrealized
gains
(losses),
translation
adjustments,
and others
|
|
|
|
|
|
|
Additional
paid-in
capital
|
|
|
Other
capital
surplus
|
|
|
Total
capital
surplus
|
|
|
Legal
reserve
|
|
|
Other
earned
surplus
|
|
|
Total
earned
surplus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
earned
surplus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At beginning of year
|
|
|
937,950
|
|
|
|
2,672,826
|
|
|
|
0
|
|
|
|
2,672,826
|
|
|
|
135,333
|
|
|
|
1,097,546
|
|
|
|
1,232,879
|
|
|
|
(497,702
|
)
|
|
|
4,345,954
|
|
|
|
(478
|
)
|
|
|
(478
|
)
|
|
|
4,345,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change during the annual period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(200,182
|
)
|
|
|
(200,182
|
)
|
|
|
|
|
|
|
(200,182
|
)
|
|
|
|
|
|
|
|
|
|
|
(200,182
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
666,679
|
|
|
|
666,679
|
|
|
|
|
|
|
|
666,679
|
|
|
|
|
|
|
|
|
|
|
|
666,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93,886
|
)
|
|
|
(93,886
|
)
|
|
|
|
|
|
|
|
|
|
|
(93,886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resale of treasury stock
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of treasury stock
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
(590,679
|
)
|
|
|
(590,679
|
)
|
|
|
590,686
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(187
|
)
|
|
|
(187
|
)
|
|
|
(187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net change during the annual period
|
|
|
–
|
|
|
|
–
|
|
|
|
(0
|
)
|
|
|
(0
|
)
|
|
|
–
|
|
|
|
(124,181
|
)
|
|
|
(124,181
|
)
|
|
|
496,819
|
|
|
|
372,637
|
|
|
|
(187
|
)
|
|
|
(187
|
)
|
|
|
372,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At end of year
|
|
|
937,950
|
|
|
|
2,672,826
|
|
|
|
–
|
|
|
|
2,672,826
|
|
|
|
135,333
|
|
|
|
973,364
|
|
|
|
1,108,698
|
|
|
|
(883
|
)
|
|
|
4,718,591
|
|
|
|
(666
|
)
|
|
|
(666
|
)
|
|
|
4,717,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Amounts are rounded down to the nearest million yen.
– 18 –
Notes to Non-consolidated Financial Statements
Notes Concerning Significant Accounting Policies
|
1.
|
Valuation standard and method for certain assets
|
|
|
(1)
|
Valuation standard and method for securities
|
|
|
[1]
|
Investments in subsidiaries and affiliated companies
|
Investments in subsidiaries and affiliated
companies are stated at cost, which is determined by the moving average method.
|
|
(a)
|
Marketable securities
|
The securities are stated at fair value, which includes market price, as of the
balance sheet date, with valuation differences directly reported as a separate component of net assets. The cost of securities sold is determined by the moving average method.
|
|
(b)
|
Non-marketable securities
|
The securities whose fair values are not readily determinable are stated at
cost, which is determined by the moving average method.
|
|
(2)
|
Valuation standard and method for inventories
|
Supplies are stated at cost, which is determined by the
last purchase cost method (balance sheet amount is computed by devaluing the book price to reflect declines in profitability).
|
2.
|
Depreciation and amortization of fixed assets
|
|
|
(1)
|
Property, plant and equipment (except lease assets)
|
Property, plant and equipment are depreciated using
the declining-balance method with the exception of buildings, for which the straight-line method is used.
The useful life of assets is primarily as
follows, and the residual values are calculated based on real residual values.
|
|
|
|
|
Buildings:
|
|
3 to 50 years
|
|
|
|
|
Tools, furniture and fixtures:
|
|
2 to 20 years
|
|
|
(2)
|
Intangible fixed assets (except lease assets)
|
Intangible assets (except lease assets) are amortized using
the straight-line method. Internal-use software is amortized using the straight-line method over its estimated useful life (within 5 years).
Financial leases other than those deemed to transfer ownership of properties to lessees
Depreciation of property, plant and equipment is computed by the declining-balance method with the exception of buildings, which are depreciated using
the straight-line method. Under the declining-balance method, the useful lives of the assets are the terms of leases and the residual values of the assets are subsequently determined. In cases where the residual value of a lease asset other than a
building equals zero, depreciation of such asset is computed by multiplying the equivalent amount, computed by the declining-balance method under an assumption that the residual value of the asset is 10% of its acquisition cost, by ten-ninths.
Intangible assets are amortized over the term of their leases using the straight-line method.
– 19 –
|
3.
|
Accounting standard for allowances
|
|
|
(1)
|
Allowance for doubtful accounts
|
To cover expected losses from bad debts, estimated uncollectible amounts
are accrued for general claims on the basis of historical bad-debt ratios, and for specific claims, including doubtful accounts, on the basis of their recoverability.
No allowance was accrued as of the end of the fiscal year ended March 31, 2016.
|
|
(2)
|
Liability for employees’ retirement benefits
|
To provide for employees’ retirement benefits,
benefit obligations and plan assets are estimated and accrued as of the end of the fiscal year ended March 31, 2016.
|
|
[1]
|
Period allocation method of projected retirement benefits
|
When calculating retirement benefit
obligations, the benefit formula method is used in determining the amount of the expected retirement benefit obligations attributed to the period up to the end of the fiscal year ended March 31, 2016.
|
|
[2]
|
Method of recognizing actuarial differences and prior service costs
|
The amount of a prior service cost
is accounted for as an expense in the fiscal year during which it arises, and calculated by using the straight-line method based on the average remaining service period of the employees in service.
Actuarial differences are accounted for as an expense from the fiscal year following the fiscal year in which such gains or losses are incurred, and
calculated by using the straight-line method based on the average remaining service period of the employees in service.
|
4.
|
Other material matters relating to the preparation of financial statements
|
|
|
(1)
|
Accounting for hedging activities
|
Hedging activities are principally accounted for under “deferral
hedge accounting.” The designation “hedge accounting” is applied to forward exchange contracts and other foreign exchange contracts, and the designation “exceptional accounting” is applied to interest-rate swaps that qualify
for “exceptional accounting” (Accounting Standards for Financial Instruments, Footnote 14).
|
|
(2)
|
Accounting for consumption tax
|
Consumption tax is separately accounted for by excluding it from each
transaction amount.
Notes to Non-Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
1.
|
|
Assets offered as security and secured liabilities
|
|
|
|
|
|
|
|
|
|
|
In accordance with the provisions of Article 9 of the Act on Nippon Telegraph and Telephone Corporation, Etc., NTT has pledged all of its assets as general collateral for corporate bonds issued.
|
|
|
|
|
|
|
|
|
Corporate bonds (including those maturing within one year)
|
|
|
¥856,391 million
|
|
|
2.
|
|
Accumulated depreciation on property, plant and equipment:
|
|
|
¥292,632 million
|
|
|
3.
|
|
Accounts receivable from and payable to affiliates are as follows (excluding those
otherwise classified):
|
|
|
|
|
Short-term accounts receivable:
|
|
|
¥330,318 million
|
|
|
|
|
Long-term accounts
receivable:
|
|
|
¥937 million
|
|
|
|
|
Short-term
accounts payable:
|
|
|
¥3,999 million
|
|
|
|
|
Long-term accounts
payable:
|
|
|
¥12 million
|
|
– 20 –
Notes to Non-Consolidated Statement of Income
|
1.
|
Transactions with affiliated companies
|
|
|
|
|
|
|
|
Balance of operating transactions
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
|
¥130,612 million
|
|
|
|
|
|
Operating expenses
|
|
|
¥41,025 million
|
|
|
|
|
|
Balance of non-operating transactions
|
|
|
¥349,118 million
|
|
|
2.
|
The “Gains on sales of investments in subsidiary” is the result of a partial sale of shares in NTT DOCOMO, INC., a subsidiary of NTT, following NTT DOCOMO’s announcement of its decision to repurchase
shares of its common stock.
|
Notes to Non-Consolidated Statement of Changes in Shareholders’ Equity and Other Net Assets
Number of shares of treasury stock outstanding as of the end of the fiscal year ended March 31, 2016.
|
|
|
|
|
|
|
Treasury stock:
|
|
|
255,269 shares
|
|
Notes Concerning Tax Effect Accounting
The major causes of the occurrence of deferred tax assets were “securities” and “liability for employees’ retirement benefits”.
The major causes of deferred tax liabilities were “assets adjusted for gains or losses on transfer” and “prepaid pension costs.”
Deferred tax assets exclude ¥18,773 million in valuation allowance.
– 21 –
Notes Concerning Related Party Transactions
Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of yen)
|
|
|
|
|
|
|
|
|
|
|
|
Affiliation
|
|
Name
|
|
Voting Rights
Ownership
Ratio
|
|
Relationship with
Affiliated Party
|
|
Transaction
Details
|
|
Transaction
Amount
|
|
|
Category
|
|
Balance at
End of Term
|
|
|
Subsidiary
|
|
Nippon Telegraph and Telephone East Corporation
|
|
100% direct ownership
|
|
Exercise of rights as shareholder, offering intermediary advice, and
other support
|
|
Loan of
capital
1
|
|
|
—
|
|
|
Short-term loans receivable
|
|
|
65,120
|
|
|
|
|
|
|
Receipt of
interest
1
|
|
|
4,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans to subsidiaries
|
|
|
365,835
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current
assets
|
|
|
437
|
|
|
|
|
|
|
Receipt of expenses relating to basic
research and development
2
|
|
|
38,738
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Lease of land and
buildings
3
|
|
|
5,730
|
|
|
Advances received
|
|
|
487
|
|
|
Subsidiary
|
|
Nippon Telegraph and Telephone
West Corporation
|
|
100% direct ownership
|
|
Exercise of rights as shareholder,
offering intermediary advice, and other support
|
|
Loan of capital
1
|
|
|
—
|
|
|
Short-term loans receivable
|
|
|
127,120
|
|
|
|
|
|
|
Receipt of interest
1
|
|
|
9,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans to subsidiaries
|
|
|
651,707
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
1,483
|
|
|
|
|
|
|
Receipt of expenses relating to basic research and development
2
|
|
|
38,499
|
|
|
—
|
|
|
—
|
|
|
Subsidiary
|
|
NTT Communications Corporation
|
|
100% direct ownership
|
|
Exercise of rights as shareholder, offering intermediary advice, and other support
|
|
Loan of capital
1
|
|
|
143,874
|
|
|
Short-term loans
receivable
|
|
|
43,360
|
|
|
|
|
|
|
Receipt of interest
1
|
|
|
871
|
|
|
|
|
|
|
|
|
|
|
Long-term loans to subsidiaries
|
|
|
193,874
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
65
|
|
|
Subsidiary
|
|
NTT Finance
Corporation
|
|
92% direct ownership
|
|
Exercise of rights as
shareholder, offering intermediary advice, and other support
|
|
Borrowing of capital
4
|
|
|
141,838
|
5
|
|
Long-term borrowings from subsidiaries
|
|
|
50,000
|
|
|
|
|
|
|
Payment of interest
4
|
|
|
587
|
|
|
Accrued expense
|
|
|
6
|
|
|
|
|
7% indirect ownership
|
|
|
Deposit of capital
6
|
|
|
2,532,475
|
7
|
|
Deposits received from subsidiaries
|
|
|
177,796
|
|
|
|
|
|
|
Receipt of interest
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Transfer of capital among NTT Group
companies
|
|
|
105,884
|
|
|
Accounts receivable, other
|
|
|
11,383
|
|
Transaction amounts do not include consumption taxes. Balance amounts at end of term include consumption taxes.
– 22 –
Transaction Conditions and Standards for Determining Transaction Conditions
Notes:
|
1
|
Loan conditions are the same as those for procurement of capital by NTT. No security is provided.
|
|
2
|
Payment of expenses for basic research and development is apportioned among those companies that continuously use the results of such research and development. Comprehensive determinations are made taking into
consideration the expenses necessary for conducting basic research and development. Furthermore, settlement of funds for such transactions is conducted using intra-group companies’ accounting systems.
|
|
3
|
With respect to leases of land and buildings, rents are set through periodic negotiations based on appraisals obtained from third parties and actual transactions involving nearby comparables. Furthermore, transfer of
capital pursuant to such transactions takes place by means of group companies’ accounting systems.
|
|
4
|
Interest on borrowing of capital is set taking into consideration market rates. No security is provided.
|
|
5
|
The transaction amount for borrowings from the CMS (Cash Management System) is the average balance during the fiscal year. The transaction amount for borrowings from other than the CMS is the total amount.
|
|
6
|
Interest on deposit of capital is set taking into consideration market rates.
|
|
7
|
The transaction amount for deposits into the CMS is the average balance during the fiscal year. The transaction amount for deposits into other than the CMS is the total amount.
|
Notes Concerning Financial Data per Share
|
|
|
|
|
|
|
Net assets per share
|
|
|
¥2,250.77
|
|
|
|
|
|
Net income per share
|
|
|
¥316.59
|
|
|
|
Note:
|
NTT implemented a two-for-one stock split of its common stock, with an effective date of July 1, 2015, and the figures for net assets per share and net income per share have been adjusted to reflect the impact of the
stock split as if the stock split had occurred at the beginning of the fiscal year ended March 31, 2016.
|
Other
Corporate bonds
On March 24, 2016, the board of
directors resolved that NTT may raise up to ¥50 billion by issuing telegraph and telephone bonds and foreign currency bonds during the period from April 1 to June 30, 2016.
– 23 –
[For reference]
|
1.
|
Outline of the financial statements for Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation and NTT Communications Corporation.
|
Outline figures for Nippon Telegraph and Telephone East Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Balance Sheet
(at March
31, 2016)
|
|
(Billions of yen)
|
|
|
|
|
Condensed Statement of
Income
(from April
1, 2015 to
March 31, 2016)
|
|
(Billions of yen)
|
|
|
Item
|
|
Amount
|
|
|
|
|
Item
|
|
Amount
|
|
|
|
|
Item
|
|
|
|
Amount
|
|
|
Assets
|
|
|
|
|
|
|
|
Liabilities and net assets
|
|
|
|
|
|
|
|
Telecommunications businesses
|
|
|
|
|
|
|
|
Fixed assets
|
|
|
2,838.0
|
|
|
|
|
Long-term liabilities
|
|
|
648.4
|
|
|
|
|
Operating revenues
|
|
|
|
|
1,585.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets – telecommunications businesses
|
|
|
2,651.4
|
|
|
|
|
Long-term borrowings from parent company
|
|
|
365.8
|
|
|
|
|
Operating expenses
|
|
|
|
|
1,444.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
2,567.4
|
|
|
|
|
Liability for employees’ retirement benefits
|
|
|
235.9
|
|
|
|
|
Operating income from telecommunications businesses
|
|
|
|
|
140.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
395.4
|
|
|
|
|
Other long-term liabilities
|
|
|
46.7
|
|
|
|
|
Supplementary businesses
|
|
|
|
|
|
|
|
Local line facilities
|
|
|
835.4
|
|
|
|
|
Current liabilities
|
|
|
593.5
|
|
|
|
|
Operating revenues
|
|
|
|
|
136.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering facilities
|
|
|
595.0
|
|
|
|
|
Accounts payable, trade
|
|
|
85.2
|
|
|
|
|
Operating expenses
|
|
|
|
|
115.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings
|
|
|
420.7
|
|
|
|
|
Current portion of long-term borrowings from parent company
|
|
|
198.7
|
|
|
|
|
Operating income from supplementary businesses
|
|
|
|
|
21.0
|
|
|
Land
|
|
|
197.3
|
|
|
|
|
Deposits received
|
|
|
203.9
|
|
|
|
|
Operating income
|
|
|
|
|
161.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
|
123.4
|
|
|
|
|
Other current liabilities
|
|
|
105.5
|
|
|
|
|
Non-operating revenues
|
|
|
|
|
17.5
|
|
|
Intangible fixed assets
|
|
|
84.0
|
|
|
|
|
Total liabilities
|
|
|
1,241.9
|
|
|
|
|
Non-operating expenses
|
|
|
|
|
5.9
|
|
|
Investments and other assets
|
|
|
186.5
|
|
|
|
|
Shareholders’ equity
|
|
|
2,191.9
|
|
|
|
|
Recurring profit
|
|
|
|
|
173.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
112.0
|
|
|
|
|
Common Stock
|
|
|
335.0
|
|
|
|
|
Special losses
|
|
|
|
|
3.7
|
|
|
Other investments and assets
|
|
|
75.4
|
|
|
|
|
Capital Surplus
|
|
|
1,499.7
|
|
|
|
|
Income before income taxes
|
|
|
|
|
169.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for
doubtful accounts
|
|
|
(0.9
|
)
|
|
|
|
Earned Surplus
|
|
|
357.1
|
|
|
|
|
Corporation, inhabitant, and enterprise taxes
|
|
|
|
|
45.5
|
|
|
Current assets
|
|
|
599.9
|
|
|
|
|
Unrealized gains (losses), translation adjustments, and others
|
|
|
4.1
|
|
|
|
|
Deferred tax expenses (benefits)
|
|
|
|
|
5.3
|
|
|
Accounts receivable, trade
|
|
|
224.1
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
118.7
|
|
|
Accounts receivable, other
|
|
|
117.1
|
|
|
|
|
Net unrealized gains (losses) on securities
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
196.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
62.6
|
|
|
|
|
Total net assets
|
|
|
2,196.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
3,438.0
|
|
|
|
|
Total liabilities and net assets
|
|
|
3,438.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Outline figures for Nippon Telegraph and Telephone West
Corporation
|
|
|
|
|
|
Condensed Balance Sheet
(at March
31, 2016)
|
|
(Billions of yen)
|
|
|
|
|
Condensed Statement of
Income
(from April
1, 2015 to
March 31, 2016)
|
|
(Billions of yen)
|
|
|
Item
|
|
Amount
|
|
|
|
|
Item
|
|
Amount
|
|
|
|
|
Item
|
|
|
|
Amount
|
|
|
Assets
|
|
|
|
|
|
|
|
Liabilities and net assets
|
|
|
|
|
|
|
|
Telecommunications businesses
|
|
|
|
|
|
|
|
Fixed assets
|
|
|
2,726.2
|
|
|
|
|
Long-term liabilities
|
|
|
913.1
|
|
|
|
|
Operating revenues
|
|
|
|
|
1,372.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets – telecommunications businesses
|
|
|
2,556.6
|
|
|
|
|
Long-term borrowings from parent company
|
|
|
651.7
|
|
|
|
|
Operating expenses
|
|
|
|
|
1,312.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
2,490.7
|
|
|
|
|
Liability for employees’ retirement benefits
|
|
|
233.5
|
|
|
|
|
Operating income from telecommunications businesses
|
|
|
|
|
59.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
371.0
|
|
|
|
|
Other long-term liabilities
|
|
|
27.8
|
|
|
|
|
Supplementary businesses
|
|
|
|
|
|
|
|
Local line facilities
|
|
|
993.0
|
|
|
|
|
Current liabilities
|
|
|
678.1
|
|
|
|
|
Operating revenues
|
|
|
|
|
155.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering facilities
|
|
|
530.5
|
|
|
|
|
Short-term borrowings
|
|
|
142.4
|
|
|
|
|
Operating expenses
|
|
|
|
|
141.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings
|
|
|
327.9
|
|
|
|
|
Accounts payable, other
|
|
|
178.4
|
|
|
|
|
Operating income from supplementary businesses
|
|
|
|
|
14.4
|
|
|
Land
|
|
|
173.8
|
|
|
|
|
Deposits received
|
|
|
129.4
|
|
|
|
|
Operating income
|
|
|
|
|
74.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
|
94.4
|
|
|
|
|
Other current liabilities
|
|
|
227.7
|
|
|
|
|
Non-operating revenues
|
|
|
|
|
5.7
|
|
|
Intangible fixed assets
|
|
|
65.9
|
|
|
|
|
Total liabilities
|
|
|
1,591.2
|
|
|
|
|
Non-operating expenses
|
|
|
|
|
12.7
|
|
|
Investments and other assets
|
|
|
169.6
|
|
|
|
|
Shareholders’ equity
|
|
|
1,555.4
|
|
|
|
|
Recurring profit
|
|
|
|
|
67.1
|
|
|
Deferred income taxes
|
|
|
116.0
|
|
|
|
|
Common Stock
|
|
|
312.0
|
|
|
|
|
Income before income taxes
|
|
|
|
|
67.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investments and assets
|
|
|
54.1
|
|
|
|
|
Capital Surplus
|
|
|
1,170.0
|
|
|
|
|
Corporation, inhabitant, and enterprise taxes
|
|
|
|
|
21.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
(0.6
|
)
|
|
|
|
Earned Surplus
|
|
|
73.3
|
|
|
|
|
Deferred tax expenses (benefits)
|
|
|
|
|
(26.7
|
)
|
|
Current
assets
|
|
|
420.9
|
|
|
|
|
Unrealized gains (losses), translation adjustments, and others
|
|
|
0.5
|
|
|
|
|
Net income
|
|
|
|
|
72.4
|
|
|
Accounts receivable, trade
|
|
|
201.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, other
|
|
|
89.6
|
|
|
|
|
Net unrealized gains (losses) on securities
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
50.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
80.6
|
|
|
|
|
Total net assets
|
|
|
1,555.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
3,147.2
|
|
|
|
|
Total liabilities and net assets
|
|
|
3,147.2
|
|
|
|
|
|
|
|
|
|
|
|
– 24 –
Outline figures for NTT Communications Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Balance Sheet
(at March 31,
2016)
|
|
|
|
|
|
|
(Billions of yen)
|
|
|
|
|
Condensed Statement of
Income
(from April 1,
2015 to
March 31, 2016)
|
|
(Billions of yen)
|
|
|
Item
|
|
Amount
|
|
|
|
|
Item
|
|
Amount
|
|
|
|
|
Item
|
|
|
|
Amount
|
|
|
Assets
|
|
|
|
|
|
|
|
Liabilities and net assets
|
|
|
|
|
|
|
|
Telecommunications businesses
|
|
|
|
|
|
|
|
Fixed assets
|
|
|
1,199.7
|
|
|
|
|
Long-term liabilities
|
|
|
304.0
|
|
|
|
|
Operating revenues
|
|
|
|
|
691.2
|
|
|
Fixed assets – telecommunications
businesses
|
|
|
629.4
|
|
|
|
|
Long-term borrowings from parent
company
|
|
|
199.5
|
|
|
|
|
Operating expenses
|
|
|
|
|
613.0
|
|
|
Property, plant and equipment
|
|
|
527.7
|
|
|
|
|
Other long-term liabilities
|
|
|
104.5
|
|
|
|
|
Operating income from
telecommunications businesses
|
|
|
|
|
78.1
|
|
|
Machinery and equipment
|
|
|
134.3
|
|
|
|
|
Current liabilities
|
|
|
269.3
|
|
|
|
|
Supplementary businesses
|
|
|
|
|
|
|
|
Engineering facilities
|
|
|
51.7
|
|
|
|
|
Current portion of long-term borrowings
from parent company
|
|
|
43.3
|
|
|
|
|
Operating revenues
|
|
|
|
|
227.0
|
|
|
Buildings
|
|
|
199.1
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
214.0
|
|
|
Tools and fixtures
|
|
|
37.8
|
|
|
|
|
Accounts payable, trade
|
|
|
31.8
|
|
|
|
|
Operating income from supplementary
businesses
|
|
|
|
|
12.9
|
|
|
Land
|
|
|
45.2
|
|
|
|
|
Accounts payable, other
|
|
|
151.6
|
|
|
|
|
Operating income
|
|
|
|
|
91.1
|
|
|
Others
|
|
|
59.3
|
|
|
|
|
Other current liabilities
|
|
|
42.4
|
|
|
|
|
Non-operating revenues
|
|
|
|
|
27.1
|
|
|
Intangible fixed assets
|
|
|
101.7
|
|
|
|
|
Total liabilities
|
|
|
573.3
|
|
|
|
|
Non-operating expenses
|
|
|
|
|
8.1
|
|
|
Investments and other assets
|
|
|
570.3
|
|
|
|
|
Shareholders’ equity
|
|
|
860.8
|
|
|
|
|
Recurring profit
|
|
|
|
|
110.2
|
|
|
Investments in subsidiaries and
affiliated companies
|
|
|
381.9
|
|
|
|
|
Common Stock
|
|
|
211.7
|
|
|
|
|
Special losses
|
|
|
|
|
5.8
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
|
|
104.3
|
|
|
Other investments and assets
|
|
|
188.5
|
|
|
|
|
Capital Surplus
|
|
|
131.6
|
|
|
|
|
Corporation, inhabitant, and enterprise taxes
|
|
|
|
|
29.0
|
|
|
Allowance for doubtful accounts
|
|
|
(0.2
|
)
|
|
|
|
Earned Surplus
|
|
|
517.4
|
|
|
|
|
Deferred tax expenses (benefits)
|
|
|
|
|
3.0
|
|
|
Current assets
|
|
|
296.1
|
|
|
|
|
Unrealized gains (losses), translation
adjustments, and others
|
|
|
61.7
|
|
|
|
|
Net income
|
|
|
|
|
72.3
|
|
|
Cash and bank deposits
|
|
|
12.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, trade
|
|
|
179.8
|
|
|
|
|
Net unrealized gains (losses) on securities
|
|
|
61.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, other
|
|
|
47.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
57.0
|
|
|
|
|
Total net assets
|
|
|
922.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,495.8
|
|
|
|
|
Total liabilities and net
assets
|
|
|
1,495.8
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Major Facilities of Nippon Telegraph and Telephone East Corporation and Nippon Telegraph and Telephone West Corporation Completed during the Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
Item
|
|
|
|
Completed Facility
|
|
|
|
Nippon Telegraph and Telephone East
Corporation
|
|
FLET’S Hikari
|
|
|
|
264 thousand subscribers
|
|
|
|
|
Subscriber optical cable
|
|
|
|
17,900 km
|
|
|
|
Nippon Telegraph and Telephone West
Corporation
|
|
FLET’S Hikari
|
|
|
|
280 thousand subscribers
|
|
|
|
|
Subscriber optical cable
|
|
|
|
12,100 km
|
|
|
|
Note:
|
Figures for “FLET’S Hikari” include wholesale services provided to service providers by Nippon Telegraph and Telephone East Corporation and Nippon Telegraph and Telephone West Corporation.
|
|
3.
|
Outline of R&D Expenditures for Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation and NTT Communications Corporation
|
|
|
|
|
|
|
|
|
|
Company
Item
|
|
Amounts
|
|
|
|
|
|
Nippon Telegraph and Telephone East Corporation
|
|
¥46.7 billion
|
|
|
|
|
|
Nippon Telegraph and Telephone West Corporation
|
|
¥46.9 billion
|
|
|
|
|
|
NTT Communications Corporation
|
|
¥13.5 billion
|
|
|
|
|
– 25 –
Nippon Telegraph and Tel... (PK) (USOTC:NTTYY)
Historical Stock Chart
From Oct 2024 to Nov 2024
Nippon Telegraph and Tel... (PK) (USOTC:NTTYY)
Historical Stock Chart
From Nov 2023 to Nov 2024
