6-K 1 d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under the

Securities Exchange Act of 1934

For the month of June, 2010

Commission File Number 1-8910

 

 

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

(Translation of registrant’s name into English)

 

 

3-1, OTEMACHI 2-CHOME

CHIYODA-KU, TOKYO 100-8116 JAPAN

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F      X            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):             

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                       No      X    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                .

 

 

 


NOTICE OF CONVOCATION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 24, 2010

On June 2, 2010, the registrant issued a Notice of Convocation of the Ordinary General Meeting of Shareholders to be held on June 24, 2010 to its shareholders. Attached is an English translation of such notice. The consolidated financial information of the registrant and that of its subsidiary, NTT DoCoMo, Inc., included in the attached notice were 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 press notice were prepared on the basis of accounting principles generally accepted in Japan. The English translation includes additional information relating to differences in corporate governance from practices required of U.S. domestic companies that is not in the Japanese original.

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 any expectation of future results that may be derived from the forward-looking statements.

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, 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 attached material is a translation of the Japanese original. The Japanese original is authoritative.


SIGNATURE

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.

 

NIPPON TELEGRAPH AND TELEPHONE CORPORATION
By  

/s/ Koji Ito

Name:   Koji Ito
Title:  

General Manager

Finance and Accounting Department

Date: June 2, 2010


NOTICE OF CONVOCATION OF

THE 25TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD AT

GRAND PRINCE HOTEL NEW TAKANAWA, TOKYO, JAPAN

ON JUNE 24, 2010, AT 10:00 A.M.

 

(This is a translation of the original notice

in Japanese mailed on June 2, 2010, to shareholders in Japan.)

 

 

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

TOKYO, JAPAN


June 2, 2010

To the Shareholders

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

3-1, Otemachi 2-chome, Chiyoda-ku, Tokyo 100-8116, Japan

Satoshi Miura

President and Chief Executive Officer

NOTICE OF CONVOCATION OF

THE 25TH ORDINARY GENERAL MEETING

OF SHAREHOLDERS

You are hereby notified that the 25th Ordinary General Meeting of Shareholders will be held as stated below. Your attendance is respectfully requested.

In the event you are unable to attend, it is possible to exercise your voting rights in writing by submitting the voting right exercise form via mail or via electronic means, including the Internet, etc. You are requested to study the attached reference documents and exercise your voting rights by the end of business day (5:30 p.m.) on Wednesday, June 23, 2010. (The website is readable in Japanese only and not available for ADR Holders.)

[Voting via mail]

Please indicate your approval or disapproval of the resolutions on the enclosed voting right exercise form and return it to the Company so that it arrives before the deadline indicated above.

[Voting via electronic means (the Internet, etc.)]

Please access the designated website for shareholder voting (http://www.web54.net) using the “Voting Code” and “Password” given on the enclosed voting right exercise form, and indicate your approval or disapproval of the resolutions by following the instructions on the screen. Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.

 

Particulars
1. Date and Time:    10:00 a.m. on Thursday, June 24, 2010
2. Venue:   

International Convention Center PAMIR

Grand Prince Hotel New Takanawa

13-1, Takanawa 3-chome, Minato-ku, Tokyo

3. Purpose of the Meeting:
    Matters to be reported
1.    Report on the business report, consolidated balance sheet, consolidated statement of income, consolidated statement of changes in equity, notes to consolidated financial statement and audit results of independent auditors and corporate auditors for the 25th fiscal year (from April 1, 2009 to March 31, 2010)
2.    Report on the non-consolidated balance sheet, non-consolidated statement of income and non-consolidated statement of changes in shareholders’ equity and other net assets, and notes to non-consolidated financial statements for the 25th fiscal year (from April 1, 2009 to March 31, 2010)
   Matters to be resolved
   First Item    Distribution of Retained Earnings as Dividends
   Second Item    Election of Twelve Directors

 

1


4. Other Matters Concerning the Convocation

(1)    Duplicate voting via mail or electronic means (via the Internet, etc.) will be handled as follows:

1.    In the case of duplicate voting via mail, the votes on the re-issued voting right exercise form will be considered valid.
2.    In the case of duplicate voting via the Internet, etc., the last vote placed will be considered valid.
3.    In the case of duplicate voting done via both mail and the Internet, etc., the vote received last will be considered valid. If both votes are received on the same day, the votes placed via the Internet, etc. will be considered valid.

(2)    If no approval or disapproval is expressed on a resolution, it will be treated as an approval vote for such resolution.

(3)    If you wish to exercise your voting rights in some other way, please advise us in writing three days prior to the Ordinary General Meeting of Shareholders, stating your reasons therefor.

END

 

 

 

1. When attending the meeting in person, you are kindly requested to submit the enclosed voting right exercise form to the receptionist at the place of the meeting.

 

2. When exercising your voting rights via the Internet, you are kindly requested to read the postscript information entitled “Exercising your voting rights via the Internet, etc.”

 

3. Any subsequent revisions to the reference documents 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 (http://www.ntt.co.jp/ir/).

 

2


BUSINESS REPORT

(For the Fiscal Year From April 1, 2009 to March 31, 2010)

[This report describes the conditions of the corporate group (NTT Group)

including Nippon Telegraph and Telephone Corporation (NTT).]

 

I. Outline of Business of NTT Group

1. Business Progress and Results of NTT Group

(1) Overall Conditions

[1] Business Environment

During the consolidated fiscal year ended March 31, 2010, against the backdrop of an improvement in the global economy, particularly in Asia, and the effect of major economic stimulus programs, the Japanese economy showed signs of recovery in exports and production. However, the economic climate remained difficult, with capital investments decreasing substantially and the job market rapidly worsening due to a deterioration in corporate earnings.

In the information and telecommunications market, as the rollout of broadband and ubiquitous services rapidly progresses, optical access services are increasing in the fixed-line communications field and conventional fixed-line telephony is transitioning to optical IP telephone services. In the mobile communications field, services and handsets are becoming more diverse and advanced, and rates are being repeatedly reduced, giving rise to increasingly fierce competition. Many other dramatic changes and developments are occurring in conjunction with the increased use of IP, including convergence between fixed-line communications and mobile communications and between communications and broadcasting services, and the creation of diverse new network-based businesses.

[2] Business Conditions

Under these difficult circumstances, NTT Group worked to expand broadband and ubiquitous services pursuant to its Medium-Term Management Strategy, adopted in May 2008, entitled “Road to Service Creation Business Group.”

 

   

Fixed-Line Communications

NTT Group further expanded the coverage area for “FLET’S Hikari Next,” the next-generation network (NGN) commercial service, and enhanced services, including a high-speed service with a maximum download speed of 200Mbps in Eastern Japan. NTT Group also pursued initiatives in collaboration with other companies to expand sales. In addition, NTT Group took steps to enhance the quality of customer service by, among other things, reducing the lead time between a customer’s application and the start of FLET’S Hikari service, strengthening support services and expanding benefits offered to customers under its membership programs. As a result of these efforts, the number of FLET’S Hikari subscriptions reached 13.25 million.

 

   

Mobile Communications

NTT Group introduced new services to support its customers’ lifestyles through mobile phones, including a new function for the “i-concier” activity support service that distributes information linked to the user’s location, and DOCOMO Keitai Sokin (mobile payment), a new mobile phone payment method. In addition, as part of its efforts to achieve further growth by increasing use of data communications, NTT Group revised billing plans and worked to enhance the content offerings for video and other services. As a result of these efforts, the number of mobile phone subscriptions reached 56.08 million, of which 53.20 million are FOMA service subscriptions (95% of all subscriptions).

 

   

Solutions

NTT Group worked to provide high value-added solutions according to customer industries and business categories by expanding its service line-up to include outsourcing and information security, complementing its construction and provision of customer systems. NTT Group also reorganized some of its business structures and sought to strengthen its sales capabilities, mainly through acquisitions of other service providers, to proactively meet the needs of customers and society.

 

3


   

Upper Layer Services

NTT Group took steps to enhance its services by, among other things, expanding the high-definition content available on “Hikari TV,” an IP Television (IPTV) service distributed over FLET’S Hikari. NTT Group also expanded the line-up of video services that are designed to take advantage of the capabilities of the NGN, including the launch of Digital Cinema, a service for the distribution of films to theaters using the NGN. NTT Group also worked to develop a new market for cloud computing services, which provides services through a network, including the launch of a full range of services covering everything from infrastructure to applications. Furthermore, through investments by the venture fund, NTT Investment Partners Fund, L.P., NTT Group sought to promote collaborations with business partners in a wide range of fields, particularly education.

 

   

Global Businesses

NTT Group moved forward with the expansion of overseas data centers and the acquisition of businesses, including a security service provider, in an effort to improve its line-up of solutions services and support services. In order to enhance the convenience and reliability of its networks, NTT Group strengthened its network through the acquisition of a submarine cable business and the expansion of the service area for international mobile phone roaming services. NTT Group also directed efforts toward the global expansion of its content distribution and other application services.

 

   

Research and Development

To expand the range of services that take advantage of the capabilities of the NGN, NTT Group engaged in R&D directed at the technical advancement of IPTV, Digital Signage, Digital Cinema and other video services, as well as cloud computing services. Furthermore, NTT Group engaged in R&D for commercialization of Home Information and Communication Technologies (Home ICT) and made efforts to develop technologies for mobile communication using LTE, the next-generation standard, which is scheduled for launch in December 2010. NTT Group also moved forward with R&D on advanced technologies that will support future businesses, including new encryption technologies, high-capacity optical transmission technologies, and quantum information processing.

 

   

CSR

NTT Group is working in concert to undertake corporate social responsibility (CSR), activities aimed at contributing to the sustainable development of society. In particular, as part of its “Green NTT” program, an environmental policy initiative encouraging the use of natural energy, NTT Group set up solar systems at three Group-owned facilities via NTT Green LLP, which was established through investments by individual NTT Group companies. This became the first environmental program in Japan established in the form of a corporate group limited liability partnership.

 

4


Operating revenues and net income for the fiscal year under review for NTT Group (on a consolidated basis), NTT, and its principal subsidiaries are as follows. The main initiatives and achievements of NTT and its principal subsidiaries are discussed in “(2) Review of NTT Group Operations.”

< Operating Revenues and Net Income of NTT Group (on a consolidated basis), NTT, and the principal subsidiaries >

 

     (billions of yen)  
     NTT Group
Consolidated
    NTT     NTT East     NTT West     NTT
Communications
    NTT DATA
(Consolidated)
    NTT
DOCOMO
(Consolidated)
 

Operating Revenues

   10,181.4      379.0      1,928.6      1,780.8      1,079.2      1,142.9      4,284.4   

Change Year-on-Year

   (234.9   15.2      (24.3   (43.4   (47.9   3.8      (163.6

Percent Change

   (2.3 )%    4.2   (1.2 )%    (2.4 )%    (4.3 )%    0.3   (3.7 )% 

Operating Expenses

   9,063.7      165.4      1,881.0      1,762.3      981.7      1,061.2      3,450.2   

Change Year-on-Year

   (242.9   (4.9   (35.2   (54.2   (44.5   20.7      (166.9

Percent Change

   (2.6 )%    (2,9 )%    (1.8 )%    (3.0 )%    (4.3 )%    2.0   (4.6 )% 

Operating Income

   1,117.7      213.5      47.6      18.4      97.5      81.6      834.2   

Change Year-on-Year

   7.9      20.1      10.9      10.7      (3.3   (16.8   3.3   

Percent Change

   0.7   10.4   29.8   137.9   (3.3 )%    (17.1 )%    0.4

Net Income

   492.3      215.7      50.5      24.8      60.6      35.6      494.8   

Change Year-on-Year

   (46.4   19.7      (27.0   9.4      (28.3   (12.6   22.9   

Percent Change

   (8.6 )%    10.1   (34.8 )%    60.9   (31.9 )%    (26.3 )%    4.9

 

Notes:   1.   In this business report, “NTT East” refers to Nippon Telegraph and Telephone East Corporation, “NTT West” to Nippon Telegraph and Telephone West Corporation, “NTT Communications” to NTT Communications Corporation, “NTT DATA” to NTT DATA Corporation, and “NTT DOCOMO” to NTT DoCoMo, Inc.
  2.   The consolidated financial statements of NTT Group and the consolidated financial statements of NTT DOCOMO were prepared in accordance with U.S. Generally Accepted Accounting Principles. The non-consolidated financial statements of NTT, NTT East, NTT West, and NTT Communications, and the consolidated financial statements of NTT DATA were prepared in accordance with Japanese Generally Accepted Accounting Principles.
  3.   With respect to amounts appearing in this business 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 off to the nearest whole unit.
  4.   NTT Group consolidated net income indicates net income attributable to NTT (excluding the portion attributable to noncontrolling interests).
  5.   Net income for NTT DOCOMO (consolidated) indicates net income attributable to NTT DOCOMO (excluding the portion attributable to noncontrolling interests).

 

5


(2) Review of NTT Group Operations

Nippon Telegraph and Telephone Corporation

In its capacity as the holding company of the NTT Group companies, NTT continued working on the planning of group-wide strategies and redistribution of managerial resources in line with changes in the business environment. NTT also conducted fundamental research and development and provided the results to each group company so that they could be broadly disseminated, while planning and promoting the commercialization of fundamental technologies. Furthermore, NTT exercised voting and other shareholder rights at the general shareholders’ meetings of each group company.

[1] Provision of Advice and Intermediary Services to Group Companies

NTT provided appropriate and timely advice and intermediary services to group companies to facilitate the performance of business activities in line with group policies and objectives. Specifically, NTT proceeded with the full-scale development of ubiquitous broadband services in line with its Medium-Term Management Strategy, “Road to Service Creation Business Group,” and provided advice and intermediary services for global businesses. In addition, NTT provided support to promote the promulgation of upper-layer services utilizing the NGN in particular through its administration of the Next-Generation Services Joint Development Forum and joint operation of a start-up company whose investors include the NTT Investment Partners Fund, L.P. As compensation for these services, NTT received 18.3 billion yen in group management and administration revenues for the fiscal year under review (a decrease of 1.3% from the previous fiscal year).

[2] Fundamental Research and Development Activities

NTT has conducted research and development on basic technologies to achieve the objectives set out in its Medium-Term Management Strategy, “Road to Service Creation Business Group,” and to contribute to the creation of a ubiquitous broadband society.

Commercialization of the results of research and development was carried out through NTT Group’s comprehensive production system under which research and development achievements are integrated into marketing and planning activities for key business lines, and through proactive collaboration with other businesses. NTT has also been actively engaged in the global deployment of research results, research and development that could contribute to solving social issues, and research on advanced technologies for the future.

 

 

Research and Development Contributing to Service Creation

Demand for Home ICT is expected to grow with the spread of broadband services and digital home electronics and NTT, together with partner companies, is using test bed environments to verify technologies and examine proposed business models in this field. NTT pursued advancements in IPTV and Digital Signage technology, and supported the commercialization of the newly launched Digital Cinema service, which utilizes highly-secure, high-quality distribution technologies developed in NTT’s laboratories. In addition, efforts were made in research and development aimed at realization of safe and secure cloud computing services.

With regard to its network platforms, NTT worked to improve the ease of maintenance and operability of the NGN in order to enhance the NGN’s functional capability and to achieve cost reductions. Research and development was also undertaken on optical access technologies, including technologies for expanding the coverage area of optical cabling for multi-unit dwellings and technologies for simplifying installation.

 

 

Global Deployment of Research Results

NTT also engaged in research and development efforts focused on three basic principles: “R&D for global operations”; “international standardization”; and “relationship-building.” Optical-related components that use NTT technologies, such as optical transmission devices and optical connectors, captured large market shares worldwide. Furthermore, the results of our research on high-speed optical access protocols were utilized for commercial services in Vietnam. In addition, NTT’s video-encryption technologies are used by overseas broadcasters, and were chosen as the codec for international transmissions at the Vancouver Olympics.

 

6


 

Research and Development Contributing to Solving Social Problems

To reduce the environmental burden resulting from the operation of NTT’s businesses, NTT engaged in research and development on CO2 reduction technologies, such as high-efficiency fuel cell batteries and high-voltage direct-current supply, which decreases electricity loss during supply, as well as research and development on optical packet routers, which are aimed at drastically reducing future network power consumption. In the healthcare field, NTT successfully developed a framework for collecting and sharing vital data, such as daily blood pressure and weight, across a network, to be utilized for remote health guidance.

 

 

Advanced Research

NTT has also conducted research and development activities on advanced technologies that will support NTT Group’s continuous development. These efforts include research and development on new encryption technologies and efforts to verify the safety of existing encryption methodologies. As a result of these efforts, NTT achieved a world record in prime factor decomposition, which is one of the principal underpinnings of public-key encryption. In optical transmission technologies, NTT succeeded in achieving 69 Tbps transmission, the world record for a single optical fiber cable. In the field of quantum information processing, NTT became the first in the world to succeed in performing multi-function basic calculations, which are necessary for creating a quantum computer, using only a single qubit. In addition, with the goal of achieving more natural communication environments, NTT engaged in research to understand the structure in the brain for controlling and processing signals.

As a result of these research and development activities, NTT’s total expenditures on research and development during the fiscal year under review were 134.0 billion yen (an increase of 1.4% from the previous fiscal year), and NTT received basic research and development revenues of 126.9 billion yen (an increase of 0.0% from the previous fiscal year) as compensation for these research and development activities.

[3] Share Ownership and Exercise of Voting Rights

NTT exercises its rights as a shareholder based on the principle that each group company should conduct its business activities in line with NTT Group’s policies and objectives, while maintaining their independence and autonomy. When exercising voting rights as a shareholder at the general shareholders’ meeting of each group company in the fiscal year ended March 31, 2010, NTT determined that the business practices, financial conditions, retained profits, and other conditions during the previous fiscal year (the fiscal year ended March 31, 2009) were appropriate and, accordingly, NTT voted to approve the disposition of unappropriated retained earnings based on proposals from each group company as well as the election of directors and other matters. As a result, NTT received 217.8 billion yen in dividends (an increase of 9.4% from the previous fiscal year).

 

7


NTT East and NTT West

NTT East and NTT West worked to build solid revenue structures by enhancing and expanding broadband services with a focus on FLET’S Hikari and continued their efforts to raise the efficiency of their business operations. Their main activities are discussed below.

[1] Fiber-Optic and IP Services

Expansion of NGN Service Areas

 

 

The areas in which the FLET’S Hikari Next service is offered were expanded.

 

  -  

NTT East: The service area was expanded to almost all service areas of FLET’S Hikari.

 

  -  

NTT West: The service area was expanded to about 80% of the service areas of FLET’S Hikari.

Major Services Launched in the Fiscal Year Under Review

Product or Service        Description

FLET’S Hikari Next Family High-Speed Type

FLET’S Hikari Next Mansion High-Speed Type

(NTT East)

       FLET’S Hikari Next Family Type, tailored for single-unit dwellings, and FLET’S Hikari Next Mansion Type, tailored for multi-unit dwellings; both services are offered at the same rates and with a maximum downlink speed that has increased from 100Mbps to 200Mbps.

FLET’S TEREBI Building-wide Subscription Plan

(NTT East)

       A service where terrestrial, BS broadcasts and other broadcasts can be watched by all residents in a multi-unit dwelling whose owner subscribes to NTT East’s FLET’S Hikari Next, FLET’S TEREBI Transmission Service, and the broadcasting service Opticast Facility Usage Service offered by OptiCast Inc.
Flat-rate Intragroup Calling for Hikari Denwa Office Type and other services (NTT East/NTT West)      A service where calls can be made at a flat rate within a group by registering a Hikari Denwa Office Type account or a Hikari Denwa account as a group in addition to a separate Hikari Denwa Office Type account under the same subscriber’s name.

Hikari Denwa Office A (Ace)

(NTT East/NTT West)

       An optical IP telephone service which is compatible with FLET’S Hikari Next and is tailored to large offices was newly launched as an addition to the existing Hikari Denwa and Hikari Denwa Office Type.

FLET’S Software Delivery Service

(NTT East/NTT West)

     A service where software companies can distribute packaged software to users via FLET’S Hikari and other networks.

FLET’S MATOMETE SHIHARAI

(NTT East/NTT West)

       A service where NTT would bill and collect fee-based information service charges for software companies that use FLET’S Software Delivery Service and FLET’S Cast.
Business Service Failure Notification (NTT East)      A service where an e-mail notification is sent to the subscribers of Business Ether, a wide-area Ethernet service, at the time of a line failure.

Line ID of subscriber notification service, an additional service for FLET’S Cast

(NTT East/NTT West)

       A service that would achieve enhanced security for FLET’S Hikari Next subscribers, whereby the subscriber discloses an agreed FLET’S ID number to service providers and the service providers use the FLET’S ID number for authentication.

Hikari LINK series

(NTT East/NTT West)

       The living-room PC Hikari BOX was launched as the second product in the series. The PC Hikari BOX provides customers who did not previously use the internet with a broadband-based life style through their household TVs using FLET’S HIKARI or other services.

PURE CINEMA

(NTT SMARTCONNECT)

       A Digital Cinema service under which a data center at NTT SMARTCONNECT Corporation, a wholly owned subsidiary of NTT West, and theaters with digital screens are connected via the NGN to enable safe and secure distribution of high quality videos to theaters.

 

8


Major Collaborative Projects with Other Businesses Entered into in the Fiscal Year Under Review

Business Partner        Description

Three regional cable TV companies

(NTT East)

      

•        Through a collaboration with CATV Yamagata KK in Yamagata Prefecture, a service utilizing FLET’S Hikari Next was launched.

 

•        Through a collaboration with New Digital Cable Corporation in Miyagi Prefecture, a service utilizing FLET’S Hikari Next was launched.

 

•        An agreement was reached on collaboration for future services with Siogama Cable TV Co., Ltd. in Miyagi Prefecture.

OBIC BUSINESS CONSULTANTS CO., LTD.

(NTT East)

       Obic Business Consultants’ packaged business software Bugyo Series and NTT East’s FLET’S Hikari and FLET’S VPN were combined and the new service Bugyo on FLET’S was launched.

Ricoh Company, Ltd.

Fuji Xerox Co., Ltd.

(NTT East)

       Due to the increase in office information and communications technologies (ICT) devices such as network-compatible all-in-one machines, an agreement was reached to build a one-stop system covering sales to customer support of networks and office ICT equipment. The new system draws on the strengths of each of the companies with the aim of providing greater customer convenience.

Sharp Corporation

Sharp-Engineering Corporation

6 NTT WEST HOMETECHNO companies

(NTT West)

       Due to the increase in network-compatible home information electronics, a cooperative framework was built to provide one-stop customer support during home information appliance breakdowns or other problems, with the goal of enhancing customer convenience.

Synergy Marketing Inc.

(NTT West)

       Synergy! on FLET’S was launched. Synergy! on FLET’S provides Synergy!, a SaaS-type comprehensive customer management system from Synergy Marketing, on NTT West’s regional IP network.

[2] Improving Customer Service

 

 

NTT East and NTT West continued to work on reducing the time it takes for customers to start receiving optical access services by expanding optical cabling for multi-unit dwellings, providing immediate determination of installation work dates, and carrying out remote installation. (NTT East/NTT West)

 

 

Subscriptions to Remote Support Service, which provides one-stop support for customers experiencing broadband service problems, exceeded 2.10 million. (NTT East/NTT West)

Main Support Services Launched in the Fiscal Year Under Review

Service        Description

FLET’S Hikari Members Club

(NTT East)

       A membership program designed to enhance customer satisfaction through improved CRM was launched for FLET’S Hikari subscribers.

Office Net Omakase Support

(NTT West)

       A total support service was launched for small- and mid-size businesses with FLET’S Hikari subscriptions, covering regular inspections of LAN wiring, LAN-connected network devices and computers, and troubleshooting for router and other equipment failure.

[3] Review of Business Operating Structures

 

 

The 113 Centers for taking calls for repair requests and the sites for interconnection operations with other businesses were each consolidated to promote efficiency in the business operating structure. (NTT East)

 

 

Order processing time for FLET’S Hikari subscriptions was successfully shortened by actively reviewing operations and workflows, including those of installation companies, and improving systems. (NTT East/NTT West)

[4] Business Improvement Order Issued by the Minister of Internal Affairs and Communications

Following the discovery that an employee at an NTT West Group unit improperly provided information on customers of other businesses to certain sales agencies, NTT West received a business practice improvement order on February 4, 2010 under the Telecommunications Business Act, Article 29 from the Minister of Internal Affairs and Communications. On February 26, 2010, NTT West submitted a business practice improvement plan to the Minister of Internal Affairs and Communications. We deeply regret, and offer our sincere apologies for, any concerns and inconvenience caused to our customers and other affected parties.

        NTT West solemnly accepts the business practice improvement order and will ensure the implementation of the business practice improvement plan. In addition, NTT East, which is also in a position to handle information on customers of other businesses, will endeavor to thoroughly strengthen its information management. To bolster these efforts, in April 2010 both companies formed an Information Security Department, which is tasked with drafting company-wide policies on information security, improving related structures and rules, and planning, implementing and inspecting security measures so that group-wide and uniform efforts on information security are carried out at the two companies and their group subsidiary units. NTT Group is committed to continue striving to restore trust through its concerted efforts.

 

9


NTT Communications

NTT Communications Corporation (NTT Communications), as an “ICT Solution Partner” that provides corporate customers with solutions for their management issues, expanded its consulting business, and offered high value-added solutions tailored to customer needs. For individual customers, NTT Communications also provided attractive services tailored to diverse lifestyles and customer requests under the “CreativE-Life for Everyone” brand. NTT Communications’ main activities were as follows.

[1] Development of Services for Corporate Customers

The corporate business environment is rapidly changing and companies are consolidating their core business activities to increase their competitiveness and improve their ability to respond to changes in the business environment in a flexible manner. In this market environment, NTT Communications took measures to establish globally competitive operations and provide integrated and high value-added solutions tailored to customers’ business categories and formats to help solve customer management issues, particularly in areas of high demand, such as outsourcing and information security.

Main Services Launched in the Fiscal Year Under Review

Service    Description
BizCITY    This service brand was launched based on the idea of “creating an ICT environment that enables business people to work safely and conveniently from anywhere, anytime.” BizCITY provides a business environment equipped with mobile networks, system outsourcing and cloud computing services.
    Biz Hosting Enterprise    A virtual hosting service for corporate users, which can be used as the base of a backbone system that integrates not only highly reliable data centers, stable communications facilities and high security services but also advances virtual server technologies.
    Biz Hosting Global    A cloud computing-type virtual hosting service to be offered at overseas data centers.
    Biz Mail    A cloud computing-type e-mail service, which offers high security functions with high-quality management and maintenance capabilities, and that can store data up to 10GB.
    Biz Storage    A high-capacity storage service that enables use of the file server function in a highly safe VPN environment offered as a high-quality and affordable cloud computing-based service.
    Biz Marketing    Services (Visionalist, Smart Recommend, Mobile Web) that strengthen points of customer contact on demand by making customer access logs visually available and enable businesses to optimize marketing efforts directed towards individual customers.
Group-Ether    A low-cost, entry-type wide-area Ethernet service that uses the broadband network (FLET’S services) offered by NTT East and NTT West.
Burst Ether Access    A service for subscribers of the corporate VPN services Arcstar IP-VPN and e-VLAN and the corporate Internet connection service Business OCN, that secures certain bandwidths and enables use of transmission speeds up to the physical interface speed (10Mbps/100Mbps) when data volumes suddenly and temporarily increase.
Video Conference Connection Service    A service that offers a package of highly reliable VPN services (Arcstar IP-VPN and e-VLAN) and multi-location connection equipment, which are necessary for video-conferencing across multiple sites.

Verification Testing of the Basic Service Framework for Realizing New Cloud Computing

Verification testing was carried out for the Setten service platform, which will realize a new type of cloud computing framework that enables use of necessary functions anytime, anywhere, regardless of the connection environment, and offers high-quality, highly reliable and high value-added services, ranging from networks to applications.

 

10


[2] Development of Global Business

In response to the demands of Japanese and multinational corporations for seamless and high-quality services in Japan and other countries, NTT Communications worked to provide high value-added total ICT solutions that combine network integration with data center, security, and server management services.

Main Activities during the Fiscal Year Under Review

 

 

Network expansion

 

  - Pacific Crossing Limited, which owns the Japan-U.S. submarine cable PC-1, was acquired to further improve the reliability of infrastructure between Japan and the U.S.

 

  - Efforts were made to increase network (IP backbone) capacity for speedy and stable distribution of Internet data worldwide; achieved a cable capacity of 300Gbps, one of the highest in the ISP industry, for the Japan-U.S. route having the largest communication volume.

 

 

Business site development

 

  - To support business development by customers, in Russia, a branch of local subsidiary NTT Communications Russia LLC, was established in St. Petersburg.

 

  - In India, the Neemrana branch of a local subsidiary, NTT Communications India Private Ltd., was established.

 

  - In the Philippines, a local subsidiary, NTT Communications Philippines Corporation, was established.

 

  - In Belgium, the Brussels branch of a European subsidiary, NTT EUROPE LTD., was established.

 

  - In China, the Wuhan office of a local subsidiary, NTT Communications China Co., Ltd., was established.

 

 

Expansion of data centers

 

  - In Vietnam, the joint venture between NTT Communications Corporation and the Vietnam Posts and Telecommunications Group established a data center in Hanoi and began offering service.

 

  - In the U.S., a local subsidiary, NTT America, Inc., set up a data center in Santa Clara, California, for service enhancement.

 

 

Stronger security service structure

 

  - Responding to requests from customers operating globally for a wide range of security services, the German firm Integralis AG, a global leader in the security business, was acquired to bolster the framework for provision of services.

 

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[3] Development of Services for Individual Customers

With respect to telephone services, NTT Communications continued to respond to its customers’ diverse demands through services such as PL@TINUM LINE, while providing new services in the upper-layer services field, such as OCN, that are customized for diverse lifestyles.

Main Activities during the Fiscal Year under Review

 

 

Expansion of OCN services

 

  - OCN Mobile Access FOMA that can be used with NTT DOCOMO’s flat-rate data plans and other services were added to address the needs of mobile users.

 

  - OCN Kids Care was launched to support an environment where both children and parents can use the Internet with a sense of security; not only are harmful websites blocked when children use personal computers but caregivers are also able to confirm usage status through mobile phones.

 

  - Efforts were directed at improving convenience by enabling customers to seamlessly use OCN e-mail, blog and other services with a single login, increasing capacity of e-mail service and adding linked functions for maps and scheduler, etc.

 

 

Enhancement of other upper-layer services

 

  - Efforts were made to further increase use of the 050 Anshin (Safe) Number service, by proposing a new way of using the service under the name Wan Nyan Ber where pet dogs and cats wear pet tags with a 050 number on them so that the owners can be contacted when their pets get lost.

 

  - Hikari TV subscriptions exceeded 1 million as a result of efforts made to expand the service area of IP retransmission of terrestrial digital broadcasts and enrichment of high-definition content.

 

12


NTT DATA

NTT DATA Corporation (NTT DATA) made efforts to “achieve quantitative expansion through quality” and, in order to achieve sustainable business development and increase corporate value, NTT DATA worked to pursue the primary strategies of its Medium-term Management Policy, namely “Strengthening of Service Provision Capability,” “Group Business Enhancement and Expansion,” and “Environment-Oriented Management” towards its goal of being ranked “No. 1 in customer satisfaction” as a “Leading-edge innovator.” NTT DATA’s main activities are discussed below.

[1] Management Policies

Strengthening of Service-Provision Capability

 

 

In the latest version of “CMMI,” the guidelines for process improvement in organizations in charge of system development, the organizations within NTT DATA responsible for system building and service provision in the national security field achieved Capability Level 5, the highest level.

 

 

A trial run for “24-hour development,” which aims to reduce development time by making effective use of the time differences among overseas branches so that software development and other development can be carried out on an around-the-clock basis, was performed between Japan and Germany and between Japan and India.

Group Business Enhancement and Expansion

 

 

Enhancement of overseas SAP consulting and support.

 

  -  

Through its German subsidiary itelligence AG, NTT DATA purchased 2B Interactive B.V. of Holland, and ADELANTE S.A.S. (currently itelligence France S.A.S.) of France.

 

  -  

Through its Singapore subsidiary NTT DATA Asia Pacific Pte. Ltd., NTT DATA purchased the Australian firm Extend Technologies Group Holdings Ltd and agreed to acquire the Malaysian firm Business Formula (M) Sdn Bhd.

 

  -  

To deploy cloud computing businesses aimed at domestic Chinese financial institutions, NTT DATA jointly established Yucheng Lian Rong Data Technologies Limited with Yucheng Technologies Limited, which holds the top share in Internet banking in China, thereby establishing a foothold in the Chinese financial market.

 

 

NTT DATA acquired NJK Corporation in order to build a firmer operating base for its software development businesses.

 

 

In order to enhance service capabilities, expand the scale of group businesses, and create further synergies, the seventeen group companies were reorganized and consolidated into six.

Environment-Oriented Management

 

 

With the goal of reducing the environmental burden within the NTT DATA group as well as reducing the overall environmental burden to society arising from the businesses conducted by its subsidiaries, NTT DATA primarily through its Environmental Management Planning and Administration Office, established the three medium-to-long term goals of “Green by NTT DATA Group,” “Green of NTT DATA Group” and “NTT DATA Group on the Earth.”

 

 

The electric vehicle battery-charging infrastructure service trial project, which is part of the FY2009 Project for Spread of the Electric Car and Preparation of the Necessary Environment being conducted by the Ministry of Economy, Trade and Industry (METI)’s Agency for Natural Resources and Energy, was implemented through collaboration among 25 businesses and local governments.

 

 

Concerning the Green Data Center®, a service that reduces NTT’s environmental burden and energy consumption, NTT DATA and NTT Facilities won the Minister of METI Award in the Green IT Awards 2009 (sponsored by the Green IT Promotion Council).

 

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In addition to the foregoing, with the goal of efficiently increasing the capabilities of the NTT DATA group and responding flexibly to the needs of customers and society, NTT DATA reorganized its business structure, consolidating multiple business organizations into three companies.

 

 

Public & Financial Company

Business group providing IT services for sectors supporting social infrastructure, including public administration, healthcare, finance and financial settlements.

 

 

Global IT Services Company

Business group that provides global IT services that support such business activities as manufacturing, distribution, services, media, communications and other business activities.

 

 

Solutions & Technology Company

Business group that offers platforms and solutions that support cutting-edge IT services.

[2] Status of Business Activity Measures

Public Administration Sector

 

 

Nippon Automated Cargo and Port Consolidated System, Inc. launched “next-generation Air Nippon Automated Cargo Clearance System (Air-NAACS),” which was developed by NTT DATA.

 

 

Received an order from the Ministry of Land, Infrastructure, Transport and Tourism for “design and development of the next-generation electronic information processing system for automobile registration and inspection.”

Financial Sector

 

 

Received an order from Japan Post Bank Co., Ltd., for, among other things, the “procurement of its next-generation business system.”

 

 

The Bank of Yokohama, Ltd., commenced use of the “Shared System for the Three Banks” created for three regional banks, as the first user.

 

 

Carried out system improvements in large-scale projects, including the consolidation of mainframe systems at Shinkin Banks’ Shinkin Shared System Center, and updated The JA Bank’s online credit system, JASTEM.

Industrial Sector

 

 

As a business company to promote Bizò (Biz Integral), a next-generation solution, NTT DATA formed NTT DATA BIZ Integral Corporation in collaboration with NTT DATA Intramart Corporation, NTT DATA Systems Corporation, Information Technology System Co., Ltd., WingArc Technologies, Inc. and Toyo Business Engineering Corporation.

 

 

Received an order from the Osaka Stock Exchange Co., Ltd. for the development and operation of a next-generation derivative-trading system, adopting a software package from the Swedish firm NASDAQ OMX Group, Inc. (Sweden).

 

 

Using the know-how developed in projects for International Financial Reporting Standards (IFRS) compliance in Europe and elsewhere, NTT DATA launched a comprehensive service to provide support for IFRS compliance for Japanese corporations, covering everything from conceptualization to establishment, operational reform, system construction and training.

Cross-Sectoral Efforts

NTT DATA began providing comprehensive cloud computing solutions, covering everything from infrastructure to applications, offering “optimized consulting services” and “migration services (such as a transfer service for a customer’s current system assets).”

 

14


NTT DOCOMO

NTT DOCOMO, Inc. (NTT DOCOMO) reorganized its business, with “innovation and challenge” as its basic policy. With the aim of increasing its income, NTT DOCOMO provided a range of services in response to the varied needs of its customers that have resulted in expanded data communication use.

[1] Enhancement of Service

Main Services which were Launched or for which Additional Efforts were Made During the Fiscal Year Under Review

Service

       Description
Otayori-Photo service        A service launched to enable users to remotely display pictures in a digital photo frame (Otayori Photo Panel) by simply sending e-mails with photo attachments from their mobile handsets and PCs.
DOCOMO mobile remittance service        A service launched to enable customers to remit payments simply by designating the mobile phone number of the recipients, without having to open a bank account or register in advance.
Enhancement of i-concier        The activity support service i-concier became compatible with auto GPS, enabling distribution of information linked to the location of the user and the user’s time parameters, such as the Last-Train Alarm, by carrying out regular GPS measurement.
MyArea        A service launched that enables users to use stable high-speed packet communications and a stay-at-home confirmation function linked to information in the area, by setting up a femtocell small base station at the user’s home, creating an exclusive FOMA area for the customer’s home.

Main Customer After-Sales Services which were Launched or for which Additional Efforts were Made During the Fiscal Year Under Review

Service

       Description
Receive Anywhere Service for Repaired Mobile Phones        A service launched for DOCOMO Premier Club members that enables FOMA phones that were dropped off for repair to be picked up at a designated DOCOMO shop or any desired location (in Japan).
Mobile Phone Checking Service        A service launched so that mobile phones being used by subscribers are inspected for breakage, deterioration and communication performance and are cleaned by a specialized support staff.
Enhancement of Battery Pack Anshin Support        For the Battery Pack Anshin Support service offered to DOCOMO Premier Club members, in addition to the Battery Pack already offered, a Supplementary Recharging Adapter 01 was added to the line-up.

[2] Expansion of Data Communication Use

 

 

Fees were revised so that the rate for packet flat-rate service “Pake-hodai double” starts at 390 yen (including tax) per month.

 

 

Fees were revised so that the rate for packet flat-fee service for smart phones, “Biz-hodai double,” starts at 390 yen (including tax) per month. Moreover, it was decided that for users who use both i-mode compatible FOMA phones and smart phones, “Biz-hodai double” would be integrated into “Pake-hodai double” starting April 1, 2010.

 

 

Through collaboration with content providers, including BeeTV®, the content offerings of DOCOMO Doga were expanded.

 

 

In PC data communications, strategic measures were taken to increase sales, including introduction of a user-friendly fee structure and enhancement of the product line-up.

 

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[3] Enhancement of Charge Services

Main Charge Services Launched in the Fiscal Year Under Review

Service

       Description
Mail Tsukai Hodai (“all-you-can-use mail”)       

 

A new rate plan launched to enable users to use i-mode e-mail domestically free of charge, regardless of who the e-mail sender/recipient is or whether photos or videos are attached (fees are charged when e-mailing abroad and when e-mailing with mova using the Dual Network service)

 

Type Simple Student Discount

      

 

A rate plan for student customers which starts the basic use charge for Type Simple at 390 yen per month for three years (including tax, when customers have subscriptions to Fami Wari MAX50 or Hitoridemo Wari 50 in addition to Type Simple Value). (Campaign period: February 1, 2010 to May 31, 2010)

 

[4] Reinforcement of Handset Line-up

Main Products Launched in the Fiscal Year Under Review

Series

       Description
docomo STYLE series       

 

Fashionable mobile phones from which every customer can surely find their own style to suit his or her particular preference. The highly fashionable STYLE series features a wide range of designs and colors.

 

Launched 17 models; including F-02B, SH-02B, N-01B, P-02B and others.

 

docomo PRIME series

      

 

Next-generation entertainment mobile phones that are ahead of their time for total enjoyment. The PRIME series features enhanced entertainment functions such as videos and games.

 

Launched 11 models, including SH-01B, P-01B, N-02B, F-04B and others.

 

docomo SMART series

      

 

Intelligent mobile phones for managing both the professional and private lives of adults. The SMART series is intended for adults who want to maintain balance between their professional and private lives.

 

Launched 4 models: N-09A, P-09A, F-03B and P-03B.

 

docomo PRO series

      

 

Digital master mobile phones equipped with state-of-the-art technologies. The PRO series handsets are digital tools with advanced technologies.

 

Launched 5 models: T-01A, SH-07A, HT-03A, SH-03B and SC-01B. HT-03A was launched as the first model in Japan operating on “Android,” Google’s platform software for mobile.

 

Raku-Raku PHONE series

      

 

Raku-Raku Phone 6, which is the first water-proof phone in the Raku-Raku PHONE series and which is rinsible if dirty, and Raku Raku Phone Basic II, which lets users easily take beautiful pictures with “Omakase Camera,” were released.

 

 

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[5] Development of International Services

Enhancement of International Roaming Services

 

 

The number of countries and territories where international roaming services are available was as follows:

 

Voice and short message services:

   207      

Packet communications services:

   156      

Video phone services:

     50      

 

 

To provide greater convenience to subscribers using international roaming services, the “Overseas GPS” function was launched, enabling the overseas use of such functions as confirmation of current position on a map, navigation showing the route to a destination, and search of local information.

 

 

In an effort to provide greater support, the number of locations providing customer support overseas was increased to 13; support includes providing free handset charging services and responding to inquiries regarding use and operation of handsets overseas.

Establishment of an Overseas Business Base

 

 

With the goal of conducting more efficient software development, securing stable product supply and improving functions, NTT DOCOMO invested in the US firm Packet Video Corporation, which has a software development and license business centering on a multimedia player for mobile handsets.

 

 

To reinforce the structure for establishing a base for the overseas platform business, NTT DOCOMO purchased net mobile AG, a German mobile content distribution platform operator.

 

 

i-channel, a push-type information distribution service, was launched as a content distribution service through overseas subsidiaries in India, Guam, Saipan and the UK, and a comic distribution service was launched in India and France.

[6] Expansion of the Credit Business

Promotion of DCMX credit service

Efforts were made to expand the use of this service by increasing the number of shops where “docomo points” can be obtained at a good rate and increasing the number of member shops in the DCMX DOCOMO Point Mall, an Internet shopping site.

Expansion of the iD Credit Brand

Efforts were made to enlist new stores offering payment with the iD brand so that customers may have more opportunity to use the iD credit brand at stores that are deeply integrated with their daily lives. In August 2009, the introduction of iD terminals at McDonald’s restaurants nationwide (with some exceptions) was completed. At the same time, “Kazasu Coupons” were introduced to increase customer convenience.

 

17


2. External Financing and Capital Investment of NTT Group

(1) External Financing

NTT Group raised capital for capital investment and other purposes in the form of long-term funding in the amount of 450.4 billion yen.

The details of long-term funding are as follows

 

Category

   Amount
(billion yen)
  

Remarks

Bonds and notes

   280.0    NTT straight bonds: 230.0 billion yen

Long-term borrowings from banks

   170.4   
       

Total

   450.4   
       

Moreover, NTT raised 310.0 billion yen from long-term borrowings from banks for loans to be used for capital investment by NTT East, NTT West, and NTT Communications.

(2) Capital Investment

NTT Group made a total of 1,987.1 billion yen in consolidated capital investments (a decrease of 7.4% from the previous fiscal year), expanding the NGN service area as well as responding to customer demands for services such as FLET’S Hikari and FOMA.

Capital investments by NTT and its main subsidiaries were as follows

 

Company

   Capital Investment
(billion yen)

Nippon Telegraph and Telephone Corporation

   40.6

Nippon Telegraph and Telephone East Corporation

   454.8

Nippon Telegraph and Telephone West Corporation

   391.1

NTT Communications Corporation

   107.6

NTT DATA Corporation (consolidated)

   162.5

NTT DoCoMo, Inc. (consolidated)

   686.5

3. Issues Facing the Corporate Group

Future Outlook of Business Environment

The Japanese economy is expected to gradually recover; however, expectations must be tempered by uncertainty regarding risks that may have a destabilizing effect on the economy, such as a decline in global economic conditions in addition to deflation.

In the information and telecommunications market, corporate capital investment has ceased to decline but is expected to remain at low levels. Additionally, convergence of fixed-line and mobile communications and of communications and broadcasting services is expected to accelerate in line with the shift to the use of IP networks and the expansion of ubiquitous broadband services, resulting in continuing fierce competition in this market.

Development of Business Pursuant to Medium-Term Management Strategy, “Road to Service Creation Business Group”

It is in this difficult business climate that NTT Group is working to create and deploy broadband and ubiquitous services using its full IP network infrastructure in response to consumer preferences and pursuant to the Medium-Term Management Strategy, “Road to Service Creation Business Group,” adopted in May 2008. Specific actions include promotion of the three initiatives described below, transforming NTT Group’s business structure to focus on IP businesses, and solutions and new businesses, and further raise the percentage of consolidated sales revenues from IP businesses and solutions and new businesses, which accounted for approximately 60% of consolidated sales during the fiscal year ended March 31, 2010.

 

18


Promotion of Service Creation

NTT Group will continue to construct the world’s most advanced broadband network infrastructure for both fixed-line and mobile communications, and devote its full efforts to the creation of services on this network platform.

In the field of fixed-line communications, NTT Group will move ahead with further expansion of the NGN coverage area and will seek to increase opportunities to provide services by promoting optical cabling for multi-unit dwellings. In the field of mobile communications, in addition to the FOMA service, which is already available across the country, LTE, a technology that offers increased speed and capacity, is scheduled to be introduced in December 2010 to further promote the development of broadband services.

Utilizing the world’s most-advanced broadband network platform, NTT Group will seek to expand its offerings of services that meet customer needs, such as cloud computing services, Home ICT, and e-learning. At the same time, NTT Group will contribute to the promotion of ICT use and the spread of broadband services by supporting the creation of new services through collaborations with business partners in a wide range of fields.

Deployment of Global Businesses

By further enhancing its data centers and security operations, NTT Group will expand its ICT service line-up and service areas. In addition, NTT Group will expand its global network services by enhancing its data communication networks and international roaming services for the mobile communications business, and will exert further efforts to develop its application services, such as content distribution services.

Responding to Social Issues

NTT Group will utilize ICT in addressing various social problems, such as the aging of society and declining birth rate, the need to improve the quality of healthcare and education, and environmental issues, as well as in the operation and management of roads, water systems and other public infrastructure. NTT Group will seek to contribute to the solution of these problems by creating new systems for society through collaborations with partners in various fields.

In particular, NTT Group will bolster its efforts to address environmental issues, which are a global concern, through three initiatives known as “Green of ICT,” “Green by ICT,” and “Green with Team NTT.”

 

 

Green of ICT

This initiative is aimed at reducing the environmental burden resulting from ICT, including reducing energy use at NTT Group’s data centers and communication facilities, and promoting natural energy generation.

 

 

Green by ICT

This initiative promotes the use of ICT, such as telecommuting and teleconferencing, to help reduce the environmental burden on society as a whole.

 

 

Green with Team NTT

Under this initiative, each NTT employee’s action will help reduce the environmental burden at the workplace, at home and in the community.

In addition to working on the three initiatives discussed above, “Promotion of Service Creation,” “Deployment of Global Businesses” and “Responding to Social Issues,” NTT Group will continue its efforts to raise business efficiency by reviewing business processes throughout the group, consolidating business sites, and outsourcing operations.

Actions as Holding Company for NTT Group

To carry out these measures and policies, NTT will conduct group management by using the benefits of its holding company structure, including the dynamic and flexible allocation of management resources and integrated fundamental research and development. NTT will also provide necessary advice, intermediary services, and efficient capital procurement to individual NTT Group companies.

With respect to basic research and development, NTT will work to create the technologies that will pave the way for the development of safe, secure and convenient broadband and ubiquitous services. NTT will steadily work to disseminate and commercialize the results of its research and development within Japan and internationally.

NTT Group greatly appreciates its investors’/stockholders’ continued understanding and support.

 

19


<Glossary of Terms>

 

 

Application

Software designed to perform a specific operation on a computer. Includes a wide range of software from those that perform office functions, such as word processing and spreadsheets, to software that plays music and operates games.

 

 

Broadband

High-speed, high-capacity communications.

 

 

Cloud Computing Service

Cloud computing is a type of computer technology whereby software and services can be used through a network. It is unique for the fact that the service can be used on an on-demand basis without the need to purchase hardware, such as a server, or software. The term cloud is used based on how a network such as the Internet is depicted in computer network diagrams.

 

 

Codec

A device or software that uses an encoding method to compress and decompress digital data such as images.

 

 

CRM (Customer Relationship Management)

A methodology that seeks to increase sales by maintaining close relations with customers.

 

 

Data Center

A facility for housing servers and other information system hardware belonging to customers and providing operational and management services including Internet connectivity.

 

 

Digital Signage

Electronic signs that use information and communications technology to display content in an appropriate manner on advertising displays and other media in locations other than homes.

 

 

e-Learning

A system for education using PCs and networks.

 

 

Femtocell Small Base Station

Refers to highly compact base transceiver stations that cover a limited-range area of ten to twenty meters in radius; installing femtocell base transceiver stations enables improved service in homes, small stores and other limited spaces where radio signals from outdoor base stations have difficulty reaching.

 

 

FLET’S Hikari

NTT Group’s optical access service. In this report, it refers collectively to services such as B FLET’S and FLET’ S Hikari Next provided by NTT East, and B FLET’S, FLET’S Hikari Premium, FLET’S Hikari Mytown, and FLET’S Hikari Next provided by NTT West.

 

 

FOMA

A third-generation mobile communications service offered by NTT DOCOMO.

 

 

High-Capacity Optical Transmission Technology

Essential optical network technology that supports the transmission of large volumes of data over long distances to respond to the ever growing volumes of network data traffic. NTT Group is conducting research and development towards implementing this technology for future networks that follow NGN.

 

 

High-Voltage Direct Current Supply

A method of supplying direct current (DC) to hardware in a data center. While Alternating Current (AC) is generally used, DC supply is more efficient and is more reliable because it has a lower DC/AC conversion loss.

 

 

Home ICT

A service that links household devices, such as household electronics, to a network to support more convenient and rich lifestyles.

 

 

Hosting Service

A service that provides (leases) storage space on a server and information processing functions via a network.

 

20


 

ICT (Information and Communication Technology)

A general term for technologies for information communications using computers in hardware, software, and systems and data communications.

 

 

International Roaming

A service allowing mobile numbers and email addresses used in Japan to be used as-is in overseas service areas.

 

 

IP (Internet Protocol)

A standard communications protocol used for communications over the Internet.

 

 

IP Retransmission of Terrestrial Digital Broadcasts

A communications service using NGN that distributes, in nearly real-time, the same video and sound data as terrestrial digital broadcasts.

 

 

IPTV (Internet Protocol Television)

A service for distributing television and video programming using an IP network.

 

 

LTE (Long Term Evolution)

A communications method characterized by high speed, high capacity, efficient use of signals and low lag that achieves high-speed mobile phone communications rivaling that of optical fiber communications.

 

 

Next-Generation Network (NGN)

Next-generation communications network that provides the reliability and stability of conventional telephone networks while offering the flexibility and economies of IP networks.

 

 

Outsourcing

Managing work and systems through outside specialist businesses.

 

 

Platform

A common system that links multiple networks and terminals and provides functions such as authentication, billing, other services as intermediary between service provider and user, and credit administration, to facilitate access to a variety of different applications.

 

 

Public-Key Encryption

A method of encryption that allows an encrypted key to be made public (the public key) since the encrypted and composite keys are different. Even if the message is intercepted by a third party, the message can be decrypted only by using the composite key (secret key), leaving the content undecipherable.

 

 

Quantum Information Processing

Information processing technology that uses electrons and photons, the smallest units of electric current and light, rather than conventional information and communications technology, which uses the strength of electric currents or light. This technology, which is expected to make possible massively-parallel and ultra-high-speed computing utilizing quantum computers and ultra-secure communications using quantum encryption, is attracting a lot of attention as a revolutionary technology.

 

 

SaaS (Software as a Service)

A service that provides software via networks.

 

 

Server Virtualization

Technology that allows multiple quasi-server environments to operate on a single physical server or to combine the physical resources of multiple servers and operate them as if in a single server environment. Each environment can operate software, and server resources can be used more efficiently.

 

 

Smart Phone

A mobile phone with advanced functions that has not only voice and data communications functions, but also advanced network functions and schedule and personal data management functions.

 

 

Solutions

Identifying issues that customers are facing and providing systems and other means that are capable of resolving them.

 

 

Storage Service

A service that provides (leases) storage space for saving files via a network.

 

21


 

Test Bed Environment

A general name for communications networks, servers and the like, that come close to replicating actual operating environments and are used for testing in the development of large-scale systems.

 

 

Ubiquitous

The ability to connect to an information network such as the Internet at any time and from any location.

 

 

Upper Layer Services

Services that utilize NGN and other broadband networks including video services, e-learning, and cloud computing services.

 

 

VPN (Virtual Private Network)

A communications service for creating a virtual private network on a network for exclusive use by specified parties that third parties cannot access.

 

22


Consolidated and Non-Consolidated Financial Results

Fiscal years ended March 31

Consolidated financial results                                                                      Non-consolidated financial results
LOGO

 

23


Note:   1.    Figures for consolidated financial results are rounded off to the nearest one hundred million yen, while figures for non-consolidated results are rounded down to the nearest one hundred million yen.
  2.    The equity method was applied retroactively to past years pursuant to U.S. Generally Accepted Accounting Principles for affiliates that newly become subject to application of the equity method because of the additional acquisition of shares in the 23rd fiscal year (the fiscal year ended March 31, 2008). In accordance therewith, the figures for NTT Group, net income for the 22nd fiscal year (the fiscal year ended March 31, 2007) are the figures after retroactive application of the equity method.
  3.    NTT Group consolidated net income in the 25th fiscal year (the fiscal year ended March 31, 2010) indicates net income attributable to NTT (excluding the portion attributable to noncontrolling interests).

 

24


Operating Results

LOGO

 

Note:   1.   Number of Hikari Denwa subscribers is calculated by thousand channels.
  2.   Number of communication module service subscribers is included in the number of cellular subscribers.
  3.   From March 3, 2008 onward, another FOMA subscription is a prerequisite for the application of the 2 in 1 principle, and those FOMA subscription are included in the number of FOMA subscribers.
  4.   Number of Telephone Subscriber is the total of individual lines and central station lines. (Subscriber Telephone Light Plan is included).
  5.   Number of ISDN subscribers is the total of INS-Net 64 (including INS-Net 64 and INS-Net 64 Lite Plan) and INS-Net 1500. In terms of number of channels, transmission and line use rate (base rate), INS-Net 1500 is in all cases approximately ten times greater than INS-Net 64. For this reason, one INS-Net 1500 subscription is calculated as ten INS-Net 64 subscriptions.

 

25


4. Changes in Assets and Income of NTT Group and NTT Corporation

(1) Changes in Consolidated Assets and Consolidated Income of NTT Group

 

     22nd fiscal year,
ended
March 31, 2007
   23rd fiscal year,
ended
March 31, 2008
   24th fiscal year,
ended
March 31, 2009
   25th fiscal year,
ended
March 31, 2010

Operating revenues (billion yen)

   10,760.6    10,680.9    10,416.3    10,181.4

Income before income taxes (billion yen)

   1,132.7    1,322.3    1,105.2    1,120.1

Net income (billion yen)

   481.4    635.2    538.7    492.3

Net income per share (yen)

   34,829.32    46,107.27    400.41    372.01

Total assets (billion yen)

   18,291.1    18,518.8    18,796.4    18,939.1

Shareholder’s equity (billion yen)

   7,120.8    7,410.8    7,298.1    7,788.2

Shareholder’s equity per share (yen)

   515,263.28    543,361.19    5,515.18    5,885.86

 

Notes:   1.   The consolidated financial statements of NTT Group are prepared in accordance with U.S. 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. Shareholder’s equity per share is calculated based on the number of shares outstanding, excluding treasury stock, at the end of the fiscal year.
  3.   On January 4, 2009, NTT carried out a 100-for-1 stock split. “Net income per share” for the 24th fiscal year is calculated on the assumption that such stock split took place at the beginning of the fiscal year (April 1, 2008).
  4.   The equity method was applied retroactively to past years pursuant to U.S. Generally Accepted Accounting Principles for affiliates that newly become subject to application of the equity method because of the additional acquisition of shares in the 23rd fiscal year (the fiscal year ended March 31, 2008). In accordance therewith, the figures for NTT Group assets and income from the 22nd fiscal year are the figures after retroactive application of the equity method. Please see the consolidated note charts.
  5.   Net income for the 25th fiscal year (the fiscal year ended March 2010) reflects net income attributable to NTT (excluding the portion attributable to noncontrolling interests).
  6.   Income per share for the 25th fiscal year (the fiscal year ended March 2010) reflects net income per share attributable to NTT (excluding the portion attributable to noncontrolling interests).

 

 

In the 22nd fiscal year, although revenues for NTT East and NTT West continued to decline because of such factors as the decrease in the number of fixed-line telephone subscriptions, because NTT DATA and NTT Communications posted higher revenues due to an increase in system integration revenues, consolidated operating revenues were 10,760.6 billion yen, consolidated income before taxes was 1,132.7 billion yen, and consolidated net income was 481.4 billion yen.

 

 

In the 23rd fiscal year, although IP-related revenues from FLET’S Hikari and FOMA and system integration revenues increased, factors including a decline in voice-communication related revenues resulted in consolidated operating revenues of 10,680.9 billion yen, consolidated income before taxes of 1,322.3 billion yen, and consolidated net income of 635.2 billion yen.

 

 

In the 24th fiscal year, although IP-related revenues from FLET’S Hikari and other sources and system integration revenues increased, factors including a decrease in the number of fixed-line telephone subscriptions and a decline in voice-communication related revenues caused by an expansion of mobile phone discount services resulted in consolidated operating revenues of 10,416.3 billion yen, consolidated income before taxes of 1,105.2 billion yen, and consolidated net income of 538.7 billion yen.

 

26


(2) Changes in Non-Consolidated Assets and Non-Consolidated Income of NTT

 

     22nd fiscal year,
ended
March 31, 2007
   23rd fiscal year,
ended
March 31, 2008
   24th fiscal year,
ended
March 31, 2009
   25th fiscal year,
ended
March 31, 2010

Operating revenues (billion yen)

   359.9    375.7    363.7    379.0

Recurring profit (billion yen)

   206.2    217.7    196.4    215.5

Net income (billion yen)

   189.3    195.8    195.9    215.7

Net income per share (yen)

   13,703.94    14,215.97    145.68    163.04

Total assets (billion yen)

   8,061.3    7,669.1    7,505.0    7,477.7

Net assets (billion yen)

   5,035.6    5,015.3    4,868.3    4,931.7

Net assets per share (yen)

   364,381.77    367,725.11    3,679.01    3,727.13

 

Notes:   1.   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.
  2.   On January 4, 2009, we carried out a 100-for-1 stock split. “Net income per share” for the 24th fiscal year was calculated on the assumption that the stock split took place at the beginning of the fiscal year.

 

 

In the 22nd fiscal year, NTT reviewed upper layer services and structures involved in dealing with enterprise customers with the aim of carrying out its medium-term management strategy. As a result, operating revenues were 359.9 billion yen, recurring profit was 206.2 billion yen, and net income was 189.3 billion yen.

 

 

In the 23rd fiscal year, NTT launched the Next-Generation Services Joint-Development Forum and created support structures to promote the expansion and widespread use of services that use the NGN provided by NTT Group companies. As a result, operating revenues were 375.7 billion yen, recurring profit was 217.7 billion yen, and net income was 195.8 billion yen.

 

 

Starting with the adoption of the medium-term management strategy, “Road to Service Creation Business Group,” NTT’s plan for the full-scale deployment of broadband and ubiquitous services, in the 24th fiscal year, NTT provided advice and mediation services to support the realization of effective group management. As a result, operating revenues were 363.7 billion yen, recurring profit was 196.4 billion yen, and net income was 195.9 billion yen.

5. Main Businesses of the NTT Group

The main businesses of the NTT Group are as follows:

 

Company

  

Main Businesses

Nippon Telegraph and Telephone Corporation

   Ownership of shares and exercise of rights as shareholder of Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation, NTT Communications Corporation and other NTT Group companies, offering intermediary advice, and other support to NTT Group companies, research into fundamental telecommunications technologies, and the exploration, realization and execution of new business development.

Nippon Telegraph and Telephone East Corporation

   Regional telecommunications operations business in the eastern part of Japan.

Nippon Telegraph and Telephone West Corporation

   Regional telecommunications operations business in the western part of Japan.

NTT Communications Corporation

   Inter-prefectural and international telecommunications services business, Internet-related services business.

NTT DATA Corporation

   Data communications systems service business and network system service business.

NTT DoCoMo, Inc.

   Mobile phone business.

 

27


6. Principal Locations of the Group

 

Nippon Telegraph and Telephone Corporation  

Head office 3-1, Otemachi 2-chome, Chiyoda-ku, Tokyo

  
 

R&D facilities Laboratory Groups

  
  [    Cyber Communications Laboratory Group (Kanagawa)    ]
     Information Sharing Laboratory Group (Tokyo)   
     Science & Core Technology Laboratory Group (Kanagawa)   
     Total number of laboratories: 12   
Nippon Telegraph and Telephone East Corporation  

19-2, Nishi-shinjuku 3-chome, Shinjuku-ku, Tokyo

  
Nippon Telegraph and Telephone West Corporation  

3-15, Banba-cho, Chuo-ku, Osaka

  
NTT Communications Corporation  

1-6, Uchisaiwaicho 1-chome, Chiyoda-ku, Tokyo

  
NTT DATA Corporation  

3-3, Toyosu 3-chome, Koto-ku, Tokyo

  
NTT DoCoMo, Inc.  

11-1, Nagatacho 2-chome, Chiyoda-ku, Tokyo

  

7. NTT Group Employment

(1) Number of employees in the NTT Group: 194,982 (a decrease of 1,314 from the end of the previous fiscal year)

(2) Number of employees of NTT and its principal subsidiaries

 

Company

   Number of Employees

Nippon Telegraph and Telephone Corporation

   2,902

Nippon Telegraph and Telephone East Corporation

   5,829

Nippon Telegraph and Telephone West Corporation

   5,634

NTT Communications Corporation

   8,353

NTT DATA Corporation (Consolidated)

   34,543

NTT DoCoMo, Inc. (Consolidated)

   22,297

 

Note:     In addition to the employees indicated above, the NTT East regional subsidiaries (consolidated prefectural outsourcing companies (incl. NTT EAST-TOKYOMINAMI), NTT-ME and NTT EAST SOLUTIONS) employ approximately 37,900 persons and the NTT West regional subsidiaries (consolidated regional outsourcing companies (incl. NTT WEST-KANSAI), NTT MARKETING ACT, NTT NEOMEIT and NTT WEST-HOMETECHNO) employ approximately 40,300 persons. The number of employees of subsidiaries includes approximately 850 NTT East regional subsidiary employees and approximately 1,050 NTT West regional subsidiary employees who retired at the end of a fiscal year and who were rehired or will be rehired at the beginning of next fiscal year.

 

28


8. Principal Subsidiaries

 

Company

   Capitalization   NTT’s equity
ownership
percentage (%)
   

Main business activities

Nippon Telegraph and Telephone East Corporation

   JP¥335,000
million
  100.0      As described under “5. Main Businesses of the NTT Group”

Nippon Telegraph and Telephone West Corporation

   JP¥312,000
million
  100.0      As described under “5. Main Businesses of the NTT Group”

NTT Communications Corporation

   JP¥211,763
million
  100.0      As described under “5. Main Businesses of the NTT Group”

NTT DATA Corporation

   JP¥142,520

million

  54.2      As described under “5. Main Businesses of the NTT Group”

NTT DoCoMo, Inc.

   JP¥949,679

million

  66.4      As described under “5. Main Businesses of the NTT Group”

Verio Inc.

   US$7,500.51

million

  0 (100   Provision of Internet solution services in North America

NTT America, Inc.

   US$997.01

million

  0 (100   Provision of Arcstar services in North America

NTT Urban Development Co.

   JP¥48,760

million

  67.3      Real estate leasing and sale

NTT DATA EUROPE GmbH & Co. KG

   EU€286.26

million

  0 (100   Management of European subsidiaries

NTT Resonant Inc.

   JP¥25,000

million

  0 (100   Development and provision of video communications services, development and provision of broadband portal services

NTT EUROPE LTD.

   UK£150.84

million

  0 (100   Provision of Arcstar services in Europe

DOCOMO interTouch Pte. Ltd.

   US$216.00

million

  0 (100   High-speed internet connection business for hotels

NTT Comware Corporation

   JP¥20,000

million

  100      Development, production, operation and maintenance of information communications systems and software

NTT FINANCE CORPORATION

   JP¥16,770

million

  91.1 (8.2   Leasing and installment sales of various movable properties such as communications equipment

NTT AUSTRALIA PTY. LTD.

   AU$218.73

million

  0 (100   Provision of Arcstar services in Australia

NTT Facilities, Inc.

   JP¥12,400

million

  100      Design, management, and maintenance of buildings, equipment, and electric power facilities

NTT Plala Inc.

   JP¥12,321

million

  0 (75.3   Internet connection and video delivery services

 

Notes:   1.   The equity ownership percentages are calculated exclusive of the number of treasury stock each company owns. The figures in parentheses represent the equity ownership percentages of NTT’s subsidiaries.
  2.   NTT has 536 consolidated subsidiaries including those above, and 89 companies are accounted for by the equity method.
  3.   NTT’s equity ownership percentage of NTT DOCOMO increased from 66.2% to 66.4% as a result of the buy-back of 154,065 shares by NTT DOCOMO.
  4.   NTT’s equity ownership percentage of NTT Plala increased from 75.0% to 75.3% as a result of an NTT subsidiary purchasing 600 NTT Plala shares from another shareholder.
  5.   Verio Inc., NTT America, Inc., NTT DATA EUROPE GmbH & Co. KG, and NTT EUROPE LTD. increased their capital through infusions of new capital.

 

29


9. Principal Lenders and Borrowings Outstanding of NTT Group

 

Lender

   Borrowings Outstanding
(billion yen)

Development Bank of Japan Inc.

   195.4

Mizuho Corporate Bank, Ltd.

   143.7

The Bank of Tokyo-Mitsubishi UFJ, Ltd

   127.8

Nippon Life Insurance Company

   110.0

Mitsubishi UFJ Trust and Banking Corporation

   100.2

Sumitomo Mitsui Banking Corporation

   93.8

Meiji Yasuda Life Insurance Company

   88.4

Sumitomo Life Insurance Company

   74.0

National Mutual Insurance Federation of Agricultural Cooperatives

   66.6

Shinkin Central Bank

   50.0

II. Shares and Shareholders

 

(1) Total number of shares authorized to be issued by NTT: 6,192,920,900 shares

 

(2) Total number of shares issued: 1,574,120,900 shares (including 250,923,665 shares of treasury stock)

 

(3) Number of shareholders at end of fiscal year ended March 31, 2010: 1,233,678

 

(4) Principal Shareholders

 

Shareholder

   Number of Shares
Held (thousand)
   Equity Ownership
(%)

The Minister of Finance

   530,569    40.10

Japan Trustee Services Bank, Ltd. (Trust Account)

   55,187    4.17

The Master Trust Bank of Japan, Ltd. (Trust Account)

   40,956    3.10

Moxley and Company

   32,543    2.46

Japan Trustee Services Bank, Ltd. (Trust Account 9)

   16,929    1.28

The Chase Manhattan Bank, N.A. London SL Omnibus Account

   12,605    0.95

NTT Employee Shareholding Association

   12,378    0.94

State Street Bank and Trust Company 505225

   10,836    0.82

OD 05 Omnibus China Treaty 808150

   10,792    0.82

Government of Singapore Investment Corporation PTE Ltd., Account “C”

   9,529    0.72

 

Notes:   1.   Number of Shares Held are rounded off to the nearest thousands.
  2.   NTT’s holdings of 250,923,665 shares of treasury stock are not included in the above figures.
  3.   Equity ownership percentages do not include treasury stock.

 

30


III. Corporate Officers

1. Directors and Auditors

 

Position

 

Name

  

In Charge Of

  

Description of Concurrent Positions

Director and Chairman   Norio Wada      
Representative Director and President   Satoshi Miura    Chief Executive Officer   
Representative Directors and Senior Executive Vice Presidents   Noritaka Uji    In charge of technical strategy, Chief Technology Officer, and Chief Information Officer   
  Hiroo Unoura    Director of Strategic Business Development Division, in charge of business strategy, and Chief Financial Officer   
  Kaoru Kanazawa   

In charge of risk management and

international standardization, and Chief Compliance Officer

  
Executive Vice President   Yasuyoshi Katayama    Director of Technology Planning Department    Director of NTT Comware Corporation
Senior Vice Presidents   Toshio Kobayashi    Director of Finance and Accounting Department   
  Hiroki Watanabe    Director of Corporate Strategy Planning Department    Director of Nippon Telegraph and Telephone West Corporation
  Hiromichi Shinohara    Director of Research and Development Planning Department   
  Tetsuya Shoji    Director of General Affairs Department    Director of Nippon Telegraph and Telephone East Corporation
Directors   Takashi Imai      

Director of Japan Securities Finance Co., Ltd.

Director of Nippon Television Network Corporation

Auditor of Nippon Life Insurance Company

  Yotaro Kobayashi       Director of Sony Corporation
Full-time Corporate Auditors   Susumu Fukuzawa      
  Toshiro Morota      
  Shunsuke Amiya      
Corporate Auditors   Shigeru Iwamoto      

Certified Public Accountant

Commissioner of National Audit Organization of Central Union of Agricultural Co-operatives

Director of Sumitomo Mitsui Financial Group, Inc.

Director of Sumitomo Mitsui Banking Corporation

  Toru Motobayashi      

Lawyer

Director of Hitachi, Ltd.

Corporate Auditor of Sumitomo Life Insurance Company

 

Notes:   1.   Mr. Takashi Imai and Mr. Yotaro Kobayashi are outside directors as provided by Article 2, Item 15 of the Corporation Law.
  2.   Mr. Toshiro Morota, Mr. Shigeru Iwamoto, and Mr. Toru Motobayashi are outside corporate auditors as provided in Article 2, Item 16 of the Corporation Law.
  3.   Corporate Auditor Susumu Fukuzawa has experience in NTT’s accounting division and Corporate Auditor Shigeru Iwamoto is a certified public accountant. Both have extensive knowledge concerning finance and accounting matters.
  4.   Mr. Yasuyoshi Katayama changed positions from Director to Executive Vice President on June 24, 2009.
  5.   Mr. Hiromichi Shinohara was elected and began his term as Director at the 24th Ordinary General Meeting of Shareholders held on June 24, 2009.
  6.   Mr. Tetsuya Shoji was elected and began his term as Director at the 24th Ordinary General Meeting of Shareholders held on June 24, 2009. He was also elected and began his term as Director of NTT East.
  7.   Mr. Kiyoshi Kosaka and Mr. Takashi Hanazawa retired from his position as Director at the close of the 24th Ordinary General Meeting of Shareholders held on June 24, 2009.
  8.   Mr. Shigeru Iwamoto retired from his position as Director of Sumitomo Mitsui Financial Group, Inc. and Sumitomo Mitsui Banking Corporation on June 26, 2009.

 

31


2. Policies Concerning and Total Compensation of Directors and Auditors

(1) Policies

In regard to matters concerning the compensation of directors, in order to improve objectivity and transparency, NTT established the Appointment and Compensation Council, comprised of four directors, including two outside directors, and such matters are decided by the board of directors after deliberation by this council.

Compensation of directors (excluding outside directors) consists of a base salary and a bonus. The base salary is paid monthly on the basis of the scope of each director’s roles and responsibilities. The bonus is paid taking into account NTT’s business results for the current term. Also, directors make monthly contributions of at least a certain amount for the purchase of NTT shares through the Director Shareholders Association, to encourage a medium term perspective. Purchased shares are owned by the directors during their terms of office.

In order to maintain a high level of independence, compensation of outside directors consists of a base salary only, and is not linked to NTT’s business results.

Compensation of corporate auditors is determined by resolution of the Board of Corporate Auditors and consists of a base salary only, for the same reasons as those cited above with respect to outside directors.

(2) Total Compensation of Directors and Auditors during the Fiscal Year Ended March 31, 2010

 

Position

   Number of Persons    Total Compensation
(million yen)

Director

   14    556

Corporate Auditor

   5    135
         

Total

   19    692
         

 

Notes:   1.   Compensation amounts shown above include compensation paid to two directors who retired as of the end of the 24th Ordinary General Meeting of Shareholders held on June 24, 2009.
  2.   Upper limits on total compensation of directors and corporate auditors were set at 750 million yen annually for directors and 200 million yen annually for corporate auditors at the 21st Ordinary General Meeting of Shareholders held on June 28, 2006.
  3.   Total compensation of directors includes 96 million yen in bonuses for the current fiscal year.
  4.   In addition to the above, 13 million yen is to be paid to directors who are also employees as bonuses for their service as employees.

 

32


3. Outside Directors and Auditors

(1) Principal Concurrent Positions of Outside Directors and Auditors

* There is no special relationship between the NTT Group and the companies where outside directors and auditors hold concurrent positions

 

Position

 

Name

  

Company where Concurrent Position Held *

  

Description of Concurrent Position

Outside Directors   Takashi Imai   

Japan Securities Finance Co., Ltd.

Nippon Television Network Corporation

Nippon Life Insurance Company

  

Outside Director

Outside Director

Outside Corporate Auditor

  Yotaro Kobayashi    Sony Corporation    Outside Director
Outside Corporate Auditors   Shigeru Iwamoto   

Central Union of Agricultural Co-operatives

 

Sumitomo Mitsui Financial Group

Sumitomo Mitsui Banking Corporation

  

Commissioner of National Audit

Organization

Outside Director

Outside Director

  Toru Motobayashi   

Hitachi, Ltd.

Sumitomo Life Insurance Company

  

Outside Director

Outside Corporate Auditor

 

33


(2) Principal Activities of Outside Directors and Auditors

[1] Attendance at Board of Directors Meetings and Board of Corporate Auditors Meetings

 

          Board of Directors Meetings     Board of Corporate Auditors Meetings  

Position

   Name    Number of
Meetings
Attended
   Attendance
Rate
    Number of
Meetings
Attended
   Attendance
Rate
 

Outside Directors

   Takashi Imai    12/12    100   —      —     
   Yotaro Kobayashi    10/12    83   —      —     

Outside Corporate Auditors

   Toshiro Morota    12/12    100   20/20    100
   Shigeru Iwamoto    11/12    92   20/20    100
   Toru Motobayashi    12/12    100   19/20    95

[2] Statements at Board of Directors and Board of Corporate Auditors Meetings

Director Takashi Imai made comments mainly concerning international business, business strategies of NTT Group companies, business planning, and investments from his perspective as an industry leader with extensive experience.

Director Yotaro Kobayashi made comments mainly concerning group management and strategies, business planning and international business from his perspective as an industry leader with extensive experience.

Corporate Auditor Toshiro Morota made comments concerning measures for the establishment of internal control systems of NTT Group Companies mainly from the perspective of complying with applicable law and the Articles of Incorporation.

Corporate Auditor Shigeru Iwamoto made comments concerning the management of the auditing quality of accounting auditors, mainly from his professional perspective as a certified public accountant.

Corporate Auditor Toru Motobayashi made comments concerning improving the efficiency of accounting auditors’ auditing practices, mainly from his professional perspective as a lawyer.

(3) Indemnity Agreements

NTT has concluded agreements with outside directors and outside corporate auditors to limit their personal liability as provided in Article 423, Paragraph 1 of the Corporation Law in accordance with Article 427, Paragraph 1 of that law. The limitation of liability is the lowest amount permitted by Article 425, Paragraph 1 of the Corporation Law.

(4) Total Compensation of Outside Directors and Auditors during the Fiscal Year Ended March 31, 2010

 

     Number of directors and auditors    Total Compensation
(million yen)

Total compensation of outside directors and auditors

   5    91

 

Notes:

  Total amount of compensation for outside directors and outside corporate auditors is included in “2.(2) Total compensation of directors and auditors during the fiscal year ended March 31, 2010.”

 

34


IV. Independent Auditors

(1) Name of Independent Auditor

KPMG AZSA & Co.

(2) Compensation to Independent Auditor during the Fiscal Year Ended March 31, 2010

 

Independent Auditor

   Compensation

KPMG AZSA & Co.

   ¥ 267 million

 

Notes:

  The audit engagement agreements between NTT and the independent auditor do not distinguish between compensation for audits performed pursuant to the Corporation Law and compensation for audits performed pursuant to the Financial Instruments and Exchange Law, and since it is not practically possible to make such a distinction, the above amounts are total figures for both audits.

(3) Total Monetary and Other Financial Benefits Payable by NTT and its Subsidiaries

 

Independent Auditor

   Amount

KPMG AZSA & Co.

   ¥ 2,628 million

 

Note:

  Of NTT’s principal subsidiaries, NTT DATA EUROPE GmbH & Co. KG is audited by KPMG Deutsche Treuhand–Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft; NTT EUROPE LTD. is audited by KPMG LLP; DOCOMO interTouch Pte. Ltd. is audited by KPMG; and NTT AUSTRALIA PTY. LTD. is audited by KPMG Australia.

(4) Policies Concerning Decisions to Discharge or not Reappoint Independent Auditor

In the event that the circumstances set forth in any of the items of Article 340, Paragraph 1 of the Corporation Law apply to the independent auditor, the independent auditor may be discharged by a unanimous resolution of the Board of Corporate Auditors.

In addition, if the Board of Directors determines that it would be difficult for the independent auditor to perform proper audits, the Board of Directors may, with the agreement of the Board of Corporate Auditors or upon request from the Board of Corporate Auditors, propose to the Ordinary General Meeting of Shareholders that the independent auditor be discharged or that the independent auditor not be reappointed.

V. Content and Overview of Resolutions Concerning Maintenance of Structures to Ensure the Propriety of NTT’s Business

The Board of Directors has adopted a basic policy for the maintenance of internal control systems for the NTT Group. The contents of such basic policy are set out below.

Basic Policies Concerning the Maintenance of Internal Control Systems

I. Basic Approach on the Maintenance of Internal Control Systems

 

1. NTT will maintain a system of internal controls including measures for the prevention and minimization of losses, with the objectives of ensuring compliance with legal requirements, managing risks, and achieving proper and efficient business operations.

 

2. NTT has established an Internal Control Office to oversee the establishment and maintenance of internal control rules and systems. The Internal Control Office will evaluate the effectiveness of the internal control system based on audit reviews and audits regarding high risk matters affecting the entire NTT Group, and will implement necessary corrective measures and improvements.

 

3. NTT will also take appropriate measures to ensure the reliability of its system of internal controls for financial reporting based on the US Public Company Accounting Reform and Investor Protection Act of 2002 (Sarbanes-Oxley Act) and the Financial Instruments and Exchange Law.

 

4. As the chief executive officer, the president will be responsible for ensuring the establishment, maintenance and operation of the system of internal controls.

 

35


II. Development of the Internal Control Systems

1. Systems to ensure that the performance of duties by directors and employees conform with laws and regulations and NTT’s Articles of Incorporation

NTT has implemented the following measures with the objective of ensuring that its business is conducted in compliance with applicable laws and in accordance with high ethical standards:

 

(1) Employment rules and regulations require employees to adhere faithfully to applicable laws, regulations and official notices, and to devote all their energies to the performance of their duties so that business activities may be carried out appropriately and effectively.

 

(2) NTT adopted the NTT Group Corporate Ethics Charter setting forth specific conduct guidelines concerning corporate ethics for all NTT Group officers and employees.

 

(3) A Corporate Ethics Committee chaired by a senior executive vice president was established to clarify the structure of responsibilities for corporate ethics, including developing and promoting corporate ethics within the organization, raising awareness concerning compliance, maintaining corporate discipline, and conducting investigations concerning reports of misconduct.

 

(4) An internal helpline was established to foster a more open corporate culture and provide a forum for personnel to report and consult on internal ethics issues. In addition, an external group-wide Corporate Ethics Helpline staffed by attorneys was created for personnel to report and receive consultation on ethical issues.

 

(5) Corporate ethics training is conducted as part of continuous educational activities for officers and employees. In addition, corporate ethics awareness surveys are conducted to improve and reinforce internal checks.

 

2. Regulations and other systems concerning business risk management

NTT takes the following measures to manage business risks appropriately:

 

(1) NTT adopted Risk Management Regulations to establish fundamental policies concerning risk management and to promote effective and efficient business operations.

 

(2) NTT established a Business Risk Management Committee, headed by a senior executive vice president, to clarify responsibilities concerning management of business risks and to perform crisis management in response to new business risks affecting corporate operations.

 

(3) NTT also formulated a Business Risk Management Manual with the goal of promoting a unified risk management system for the entire NTT Group focusing on preventing and preparing for risks, and positioning the NTT Group to respond appropriately and rapidly as risks materialize.

 

3. Systems for ensuring that directors perform their duties efficiently

NTT has taken the following measures to ensure that its business activities are managed efficiently through appropriate allocation of responsibilities among directors and maintaining an appropriate oversight structure to monitor such matters.

 

(1) NTT has adopted organizational rules governing the functions and operations of internal organizational groups, and responsibility regulations setting forth the allocation of responsibilities among the various organizational groups.

 

(2) NTT has adopted Board of Directors Regulations governing the function and responsibilities of the Board of Directors. In principle, the Board of Directors holds meetings once each month, and is responsible for decisions on important matters pertaining to management on the basis of applicable laws and regulations, business judgment principles, and other considerations including the duty of care of a good manager. Directors report regularly to the full Board of Directors concerning the status of implementation of their duties.

 

(3) The Board of Directors includes 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 the NTT Group, NTT has established the Corporate Management Committee and subcommittees for the purpose of considering and deciding important matters pertaining to the management of NTT and the NTT Group, with the objective of promoting efficient and effective group management.

 

36


4. Systems for custody and management of information relating to the performance of duties by directors

NTT has adopted the following measures to facilitate appropriate and efficient conduct of business activities through the proper management of information relating to the performance of duties by directors.

 

(1) NTT has adopted document retention regulations and rules on information security setting forth matters necessary for the management of documents (including related materials and information recorded on electronic media; referred to as “Documents”) and other information.

 

(2) Documents shall be retained for the periods required by law and as necessary for business operations.

 

5. Systems for ensuring the propriety of the business activities of the NTT Group

NTT has adopted the following measures to ensure that transactions among NTT Group companies are conducted appropriately and in compliance with applicable laws and regulations, and to ensure appropriate business conduct by the NTT Group, thus contributing to the growth and development of the NTT Group.

 

(1) Develop communications systems for notifying the parent company in emergency situations.

 

(2) Conduct employee education and training to prevent scandals or misconduct.

 

(3) Establish systems concerning information security and the protection of personal information.

 

(4) Require NTT Group companies to report regularly to the parent company on their financial condition.

 

(5) Audits of NTT Group companies by the parent company’s internal audit division.

 

6. Matters relating to employees who assist corporate auditors in the performance of their duties and the independence of those employees from the directors

NTT has adopted the following measures with respect to employees who assist corporate auditors in the performance of their duties to ensure the effective performance of audits by the auditors:

 

(1) The Auditors’ Office was established as an integral part of NTT’s corporate organization under the Corporation Law. The Auditors’ Office is staffed with dedicated personnel who work full time in assisting the corporate auditors in the performance of their duties.

 

(2) Personnel assigned to the Auditor’s Office perform their responsibilities at the instruction and direction of the corporate auditors.

 

(3) Decisions concerning matters such as transfer of personnel assigned to the Auditor’s Office, evaluations of such personnel and similar matters are made with due regard for the opinion of the Board of Corporate Auditors.

 

7. Systems for reporting to corporate auditors by directors and employees and systems for ensuring the effective implementation of audits by auditors

To ensure that audits by the corporate auditors are carried out effectively, NTT has adopted the following measures concerning reporting to the corporate auditors by directors and employees with regard to important matters relating to the performance of their duties:

 

(1) Directors and other personnel report the following matters concerning the performance of their duties:

 

  (a) Matters resolved at Corporate Management Committee meetings;

 

  (b) Matters that cause or may cause substantial damage to NTT;

 

  (c) Monthly financial reports;

 

  (d) The status of internal audits;

 

  (e) Matters that pose a risk of violation of applicable law or the Articles of Incorporation;

 

  (f) The status of reporting to helplines;

 

  (g) Other material compliance matters.

 

(2) Representative directors, accounting auditors, and internal control divisions report to and exchange ideas and opinions with corporate auditors periodically and at other times as necessary upon request from the corporate auditors.

 

(3) Corporate auditors may attend meetings of the Board of Directors and other important meetings.

 

(4) Corporate auditors may contract independently with and seek advice from external experts with respect to the performance of audit operations.

 

37


CONSOLIDATED BALANCE SHEET

(At March 31, 2010)

 

     (Millions of yen)  

ASSETS

  

CURRENT ASSETS

  

Cash and cash equivalents

   911,062   

Short-term investments

   382,227   

Notes and accounts receivable, trade

   1,948,467   

Allowance for doubtful accounts

   (41,092

Inventories

   278,869   

Prepaid expenses and other current assets

   508,373   

Deferred income taxes

   257,793   
      

TOTAL CURRENT ASSETS

   4,245,699   
      

PROPERTY, PLANT AND EQUIPMENT

  

Telecommunications equipment

   14,708,053   

Telecommunications service lines

   14,285,962   

Buildings and structures

   5,789,511   

Machinery, vessels and tools

   1,790,366   

Land

   1,122,797   

Construction in progress

   269,149   

Accumulated depreciation

   (27,908,292
      

NET PROPERTY, PLANT AND EQUIPMENT

   10,057,546   
      

INVESTMENTS AND OTHER ASSETS

  

Investments in affiliated companies

   634,950   

Marketable securities and other investments

   301,270   

Goodwill

   499,830   

Other intangibles

   1,453,941   

Other assets

   916,884   

Deferred income taxes

   828,935   
      

TOTAL INVESTMENTS AND OTHER ASSETS

   4,635,810   
      

TOTAL ASSETS

   18,939,055   
      

LIABILITIES AND EQUITY

  

CURRENT LIABILITIES

  

Short-term borrowings

   310,597   

Current portion of long-term debt

   781,323   

Accounts payable, trade

   1,301,944   

Accrued payroll

   442,295   

Accrued interest

   11,309   

Accrued taxes on income

   258,178   

Accrued consumption tax

   33,433   

Advances received

   152,619   

Deposit received

   85,377   

Other

   211,235   
      

TOTAL CURRENT LIABILITIES

   3,588,310   
      

LONG-TERM LIABILITIES

  

Long-term debt

   3,376,669   

Obligations under capital leases

   41,032   

Liability for employees’ retirement benefits

   1,447,781   

Other

   714,384   
      

TOTAL LONG-TERM LIABILITIES

   5,579,866   
      

EQUITY

  

NTT SHAREHOLDERS’ EQUITY

  

Common Stock

   937,950   

Additional paid-in capital

   2,838,927   

Retained earnings

   5,406,726   

Accumulated other comprehensive income (loss)

   (189,606

Treasury stock

   (1,205,844

TOTAL NTT SHAREHOLDERS’ EQUITY

   7,788,153   

NONCONTROLLING INTERESTS

   1,982,726   
      

TOTAL EQUITY

   9,770,879   
      

TOTAL LIABILITIES AND EQUITY

   18,939,055   
      

 

Note: Amounts are rounded off to nearest million yen.

 

38


CONSOLIDATED STATEMENT OF INCOME

(from April 1, 2009 to March 31, 2010)

 

     (Millions of yen)  

Operating revenues:

  

Fixed voice related services

   2,355,597   

Mobile voice related services

   2,150,734   

IP/packet communications services

   3,113,411   

Sales of telecommunications equipment

   598,318   

System integration

   1,242,729   

Other

   720,587   

Total operating revenues

   10,181,376   

Operating expenses:

  

Cost of services (exclusive of items shown separately below)

   2,426,721   

Cost of equipment sold (exclusive of items shown separately below)

   798,895   

Cost of system integration (exclusive of items shown separately below)

   817,135   

Depreciation and amortization

   2,012,064   

Impairment loss

   4,582   

Selling, general and administrative expenses

   3,000,370   

Goodwill and other intangible asset impairments

   3,916   

Total operating expenses

   9,063,683   

Operating income (loss)

   1,117,693   
      

Other income (expenses):

  

Interest and amortization of bond discounts and issue costs

   (55,150

Interest income

   24,004   

Other, net

   33,524   

Total other income and expenses

   2,378   
      

Income (loss) before income taxes and equity in earnings (losses) of affiliated companies

   1,120,071   

Income tax expense (benefit)

   447,001   

Current

   494,472   

Deferred

   (47,471

Income (loss) before equity in earnings (losses) of affiliated companies

   673,070   

Equity in earnings (losses) of affiliated companies

   8,794   

Net Income (loss)

   681,864   

Less: Net income attributable to noncontrolling interests

   189,598   

Net Income (loss) attributable to NTT

   492,266   

 

Note: Amounts are rounded off to nearest million yen.

 

39


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(from April 1, 2009 to March 31, 2010)

 

    (Millions of yen)  
    NTT Shareholder’s Equity     Total
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   2,841,037      5,066,637      (341,917   (1,205,597   7,298,110      1,847,520      9,145,630   
                                             

Comprehensive income (loss)

      492,266      152,311        644,577      201,505      846,082   

Net income (loss)

      492,266          492,266      189,598      681,864   

Other comprehensive income (loss)

        152,311        152,311      11,907      164,218   

Unrealized gain (losses) on Securities

        15,658        15,658      4,911      20,569   

Unrealized gain (losses) on derivative instruments

        (927     (927   (37   (964

Foreign currency translation

        7,787        7,787      1,857      9,644   

Pension liability adjustments

        129,793        129,793      5,176      134,969   
                                             

Cash dividends

      (152,177       (152,177   (81,864   (234,041
                                             

Changes in NTT’s ownership interest in subsidiaries

    (2,061         (2,061   15,565      13,504   
                                             

Acquisition of treasury stock

          (491   (491     (491
                                             

Resale of treasury stock

    (49       244      195        195   
                                             

At end of year

  937,950   2,838,927      5,406,726      (189,606   (1,205,844   7,788,153      1,982,726      9,770,879   
                                             

 

Note: Amounts are rounded off to nearest million yen.

 

40


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant Matters Pertaining to the Preparation of Consolidated Financial Statements

Principal Accounting Policies

 

1. Standards for preparation of consolidated financial statements

Pursuant to the stipulations of Article 3 Paragraph 1 of the Supplemental Provisions to the Corporate Calculation Regulations (Ordinance of the Ministry of Justice Issue No. 46, December 11, 2009), 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 that paragraph.

 

2. Marketable securities

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320 “Investments – Debt and Equity Securities” is applied.

 

  (1) Securities held to maturity

Amortized cost method

 

  (2) Available-for-sale securities

Stated at fair value, which includes market price, as of the balance sheet date with unrealized gains and losses directly reported as a separate component of shareholders’ equity. The cost of securities sold is determined by the moving average method.

 

3. 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. The cost of telecommunications equipment to be sold and materials is determined on a first-in first-out basis. The cost of projects in progress is mainly attributable to software production cost of contracts with customers or construction cost of real estate held for resale including labor and subcontractors’ cost. The cost of supplies is determined by the average cost method or by the specific identification method.

 

4. Depreciation and amortization

 

  (1) Property, plant, and equipment

Declining-balance method, with the exception of buildings, for which the straight-line method is used.

 

  (2) Goodwill and other intangible assets

Straight-line method with the exception that, in accordance with ASC 350 “Intangibles – Goodwill and Other,” goodwill and intangible assets whose useful life cannot be determined are not amortized, but are tested for impairment at least once a year.

 

5. 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) Liability for employees’ retirement benefits

In accordance with ASC 715 “Compensation – Retirement Benefits,” benefit obligations and plan assets are estimated and accrued as of year-end to provide for employees’ retirement benefits. If the actuarial net gain or loss exceeds 10% of the larger of 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.

 

41


6. Consumption taxes

Consumption taxes are accounted for separately by excluding them from each transaction amount.

 

7. Application of new accounting standards

 

  (1) Effective July 1, 2009, NTT Group adopted the accounting pronouncement issued by FASB in June 2009 relating to the FASB Accounting Standards Codification and the hierarchy of generally accepted accounting principles. The financial statements to which this pronouncement is applied should follow the Codification in place of legacy accounting pronouncements.

 

  (2) Effective April 1, 2009, NTT Group adopted the accounting pronouncement issued by FASB in December 2007 relating to noncontrolling interests in consolidated financial statements. This pronouncement requires the presentation that the noncontrolling interest should be reclassified to equity and net income should be adjusted to include net income attributed to the noncontrolling interest in the consolidated financial statements.

Scope of Consolidated Subsidiaries and Equity Method Investments

During the fiscal year ended March 31, 2010, there were 536 consolidated subsidiaries and 89 equity method affiliates.

 

42


Notes to Consolidated Balance Sheet

 

1. Accumulated other comprehensive income (loss) consists of unrealized gain (loss) on available-for-sale 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 Law Concerning Nippon Telegraph and Telephone Corporation, Etc., the total assets of NTT have been pledged as general collateral for corporate bonds issued.

 

3. Outstanding guarantees: 5,659 million yen

Notes to Consolidated Statement of Changes in Equity

 

1. Number and type of shares issued as of the end of the fiscal year ended March 31, 2010.

Common stock: 1,574,120,900 shares

 

2. Dividends

 

  (1) Payment of dividends

 

Resolution

   Type of Shares    Total Dividend
(million yen)
   Dividend per Share
(yen)
   Date of Record    Effective Date

June 24, 2009

Ordinary general meeting of shareholders

   Common stock    72,780    55    March 31, 2009    June 25, 2009

November 9, 2009

Board of Directors meeting

 

   Common stock    79,397    60    September 30, 2009    December 10, 2009
  (2) Dividends concerning which the date of record fell in the current consolidated fiscal year with the effective date falling in the following fiscal year

 

Resolution

   Type of Shares    Source of Funding
for Dividend
   Total Dividend
(million yen)
   Dividend per Share
(yen)
   Date of Record    Effective Date

June 24, 2010

Ordinary general meeting of shareholders

   Common stock    Retained Earnings    79,392    60    March 31, 2010    June 25, 2010

Notes Concerning Financial Instruments

 

1. Qualitative information on Financial Instruments

In the normal course of business, NTT Group has certain financial instruments including long-term debt and other financial assets and liabilities incurred. Such financial instruments are exposed to the market risk of interest rate changes and foreign currency fluctuations. In applying a consistent risk management strategy for the purpose of reducing such risk, NTT Group uses derivative financial instruments, such as forward exchange contracts, interest rate swap agreements, currency swap agreements and interest rate option contracts. NTT Group does not use derivative financial instruments for trading or speculative purposes.

 

2. Fair Value of Financial Instruments

The amounts for financial instruments reported on the consolidated balance sheet and the fair values as of March 31, 2010 and the differences between those values are as follows.

 

      (Millions of yen)
     Amount
reported on
consolidated
balance sheet
    Fair value     Difference

Assets

      

Investment in affiliated companies

   124,548      211,310      86,762

Marketable securities and other investments

      

Available-for-sale securities

      

Equity securities

   197,269      197,269      —  

Debt securities

   18,033      18,033      —  

Held-to-maturity securities

      

Debt securities

   11,610      11,803      193

Liabilities

      

Long-term debt including current portion

   (4,157,992   (4,290,762   132,770

Derivatives

      

Forward exchange contracts

   (188   (188   —  

Interest rate swap agreements and currency swap agreements

   (3,827   (3,827   —  

 

* Amounts reported as liabilities are shown in parentheses.

 

43


Notes    
1.   Assets and liabilities with carrying amounts that approximate fair values are not included in the above; such as cash and cash equivalents, notes and accounts receivable, trade, short-term borrowings, accounts payable, trade, and accrued payroll.
2.   Methods of calculating fair values of financial instruments and matters relating to marketable securities and derivative transactions
  (1)   Investment 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 measurement is difficult.
  (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.
  (4)   Derivatives
    Fair value of forward exchange contracts, interest rate swap agreements and currency swap agreements are measured by inputs derived principally from observable market data provided by financial institutions.

Notes concerning Investment Property

 

1. 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 sheet1

  

Fair value2

760,675

   1,497,701

 

1 Amount included in the consolidated balance sheet represents the original acquisition cost reduced by the accumulated depreciation amount and accumulated impairment losses.

 

2 Fair value is calculated primarily through real estate appraisal standards.

 

44


Notes Concerning Financial Data Per Share

Shareholders’ equity per share: 5,885.86 yen

Net income attributable to NTT per share: 372.01 yen

Notes Concerning Significant Subsequent Events

On March 30, 2010, the board of directors resolved that NTT may raise up to 20 billion yen by issuing bonds during the period from April 1 to June 30, 2010.

 

45


NON-CONSOLIDATED BALANCE SHEET

(At March 31, 2010)

 

     (Millions of yen)

ASSET

  

Current assets

  

Cash and bank deposits

   10,566

Accounts receivable, trade

   3,096

Supplies

   241

Advance payment

   859

Deferred income taxes

   1,329

Short-term loans receivable

   309,181

Accounts receivable, other

   75,157

Subsidiary deposits

   122,513

Other current assets

   6,430
    

Total current assets

   529,377

Fixed assets

  

Property, plant and equipment

  

Buildings

   127,216

Structures

   4,585

Machinery, equipment and vehicle

   529

Tools, furniture and fixtures

   19,945

Land

   29,674

Lease assets

   471

Construction in progress

   1,903
    

Total property, plant and equipment

   184,327

Intangible fixed assets

  

Software

   53,850

Lease assets

   0

Other intangible fixed assets

   297
    

Total intangible fixed assets

   54,148

Investment and other assets

  

Investment securities

   18,544

Investments in subsidiaries and affiliated companies

   4,794,219

Other securities of subsidiaries and affiliated companies

   5,862

Contributions to affiliated companies

   84

Long-term loans receivable to subsidiaries

   1,869,655

Deferred income taxes

   20,562

Other investments and assets

   1,007
    

Total investments and other assets

   6,709,936
    

Total fixed assets

   6,948,412
    

TOTAL ASSETS

   7,477,789
    

 

46


     (Millions of yen)  

LIABILITIES

  

Current liabilities

  

Accounts payable, trade

   459   

Current portion of corporate bonds

   230,000   

Current portion of long-term borrowings

   181,104   

Lease obligations

   56   

Accounts payable, other

   30,036   

Accrued expenses

   8,123   

Accrued taxes on income

   36,165   

Advance received

   1,009   

Deposit received

   252   

Deposit received from subsidiaries

   60,540   

Unearned revenue

   0   

Other current liabilities

   1   
      

Total current liabilities

   547,751   

Long-term liabilities

  

Corporate bonds

   1,341,019   

Long-term borrowings

   627,770   

Lease obligations

   770   

Liability for employees’ retirement benefits

   28,096   

Other long-term liabilities

   653   
      

Total long-term liabilities

   1,998,309   
      

TOTAL LIABILITIES

   2,546,060   
      

NET ASSETS

  

Shareholders’ Equity

  

Common Stock

   937,950   
      

Capital Surplus

  

Additional paid-in capital

   2,672,826   

Other capital surplus

   968   

Total capital surplus

   2,673,794   
      

Earned Surplus

  

Legal reserve

   135,333   

Other earned surplus

   2,387,717   

Other reserve

   1,131,000   

Accumulated earned surplus

   1,256,717   

Total earned surplus

   2,523,050   
      

Treasury stock

   (1,205,843
      

Total shareholders’ equity

   4,928,951   
      

Unrealized gains (losses), translation adjustments and others

  

Net unrealized gains (losses) on securities

   2,777   
      

Total unrealized gains (losses), translation adjustments and others

   2,777   
      

TOTAL NET ASSETS

   4,931,728   
      

TOTAL LIABILITIES AND NET ASSETS

   7,477,789   
      

 

Note: Amounts are rounded off per 1 million yen.

 

47


NON-CONSOLIDATED STATEMENT OF INCOME

(from April 1, 2009 to March 31, 2010)

 

     (Millions of yen)  

Operating revenues

  

Dividends received

   217,852   

Revenues from group management

   18,350   

Revenues from basic R&D

   126,999   

Other services

   15,814   

Total operating revenues

   379,016   

Operating expenses

  

Administration

   21,422   

Experiment and research

   95,885   

Depreciation and amortization

   43,224   

Retirement of fixed assets

   2,055   

Miscellaneous taxes

   2,904   

Total operating expenses

   165,491   

Operating income

   213,525   
      

Non-operating revenues

  

Interest income

   32,683   

Lease and rental income

   11,997   

Miscellaneous income

   3,253   

Total non-operating revenues

   47,934   

Non-operating expenses

  

Interest expenses

   11,569   

Corporate bond interest expenses

   24,238   

Lease and rental expenses

   5,612   

Miscellaneous expenses

   4,505   

Total non-operating expenses

   45,925   
      

Recurring profit

   215,534   

Income before income taxes

   215,534   

Corporation, inhabitant and enterprise taxes

   (1,922

Deferred tax expenses (benefits)

   1,710   

Total income taxes

   (212

Net income

   215,746   
      

 

Note: Amounts are rounded off per 1 million yen.

 

48


NON-CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY AND OTHER NET ASSETS

(from April 1, 2009 to March 31, 2010)

 

     (Millions of yen)  

Shareholders’ equity

  

Common stock

  

At the previous year end

   937,950   

Net change during the annual period

  
      

Total net change during the annual period

   —     
      

At the year end

   937,950   
      

Capital surplus

  

Additional paid-in capital

  

At the previous year end

   2,672,826   

Net change during the annual period

  
      

Total net change during the annual period

   —     
      

At the year end

   2,672,826   
      

Other capital surplus

  

At the previous year end

   1,017   

Net change during the annual period

  

Resale of treasury stock

   (48
      

Total net change during the annual period

   (48
      

At the year end

   968   
      

Total capital surplus

  

At the previous year end

   2,673,843   

Net change during the annual period

  

Resale of treasury stock

   (48
      

Total net change during the annual period

   (48
      

At the year end

   2,673,794   
      

Earned surplus

  

Legal reserve

  

At the previous year end

   135,333   

Net change during the annual period

  
      

Total net change during the annual period

   —     
      

At the year end

   135,333   
      

Other earned surplus

  

Other reserve

  

At the previous year end

   1,131,000   

Net change during the annual period

  
      

Total net change during the annual period

   —     
      

At the year end

   1,131,000   
      

Accumulated earned surplus

  

At the previous year end

   1,193,147   

Net-change during the annual period

  

Cash dividends

   (152,177

Net income

   215,746   
      

Total net change during the annual period

   63,569   
      

At the year end

   1,256,717   
      

Total earned surplus

  

At the previous year end

   2,459,481   

Net change during the annual period

  

Cash dividends

   (152,177

Net income

   215,746   
      

Total net change during the annual period

   63,569   
      

At the year end

   2,523,050   
      

 

49


     (Millions of yen)  

Treasury stock

  

At the previous year end

   (1,205,597

Net change during the annual period

  

Payments to acquire treasury stock

   (491

Resale of treasury stock

   244   
      

Total net change during the annual period

   (246
      

At the year end

   (1,205,843
      

Total shareholders’ equity

  

At the previous year end

   4,865,677   

Net change during the annual period

  

Cash dividends

   (152,177

Net income

   215,746   

Payments to acquire treasury stock

   (491

Resale of treasury stock

   196   
      

Total net change during the annual period

   63,273   
      

At the year end

   4,928,951   
      

Unrealized gains (losses), translation adjustments, and others

  

Net unrealized gains (losses) on securities

  

At the previous year end

   2,667   

Net change during the annual period

  

Others, net

   110   
      

Total net change during the annual period

   110   
      

At the year end

   2,777   
      

Total unrealized gains (losses), translation adjustments, and others

  

At the previous year end

   2,667   

Net change during the annual period

  

Others, net

   110   
      

Total net change during the annual period

   110   
      

At the year end

   2,777   
      

Total net assets

  

At the previous year end

   4,868,344   

Net change during the annual period

  

Cash dividends

   (152,177

Net income

   215,746   

Payments to acquire treasury stock

   (491

Resale of treasury stock

   196   

Others, net

   110   
      

Total net change during the annual period

   63,384   
      

At the year end

   4,931,728   
      

 

Note: Amounts are rounded off per 1 million yen.

 

50


NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS

Notes Concerning Significant Accounting Policies

 

1. Valuation of certain assets

 

  (1) Securities

 

  [1] Investment in subsidiaries and affiliated companies

Investments in subsidiaries and affiliated companies are stated at cost, which is determined by the moving average method.

 

  [2] Other securities

 

  (a) Marketable securities

The securities are stated at fair value, which includes market price, as of the balance sheet date with unrealized gains and losses 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) Inventories

Supplies are stated at cost, which is determined by the last purchase cost method (balance sheet amount is computed using the method of devaluing the book price to reflect declines in profitability).

 

2. Depreciation and amortization of fixed assets

 

  (1) Property, plant, and equipment (excluding leased 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.

Useful life for 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 (excluding leased assets)

Intangible assets (except lease assets) are amortized on a straight-line basis. Internal-use software is amortized on a straight-line basis over its estimated useful lives within five years.

 

  (3) Lease assets

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 on a straight-line basis. The useful lives of the assets are the term of leases and the residual values of the assets are determined substantially. In a case 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 leases on a straight-line basis.

 

51


3. Allowances

 

  (1) Allowance for doubtful accounts

To cover expected losses from bad debts, estimated uncollectible amounts are accrued, for general claims, computing on historical bad-debt ratios, and for specific claims including doubtful accounts, considering their own recoverability. No allowance is accrued as of this year-end.

 

  (2) Liability for employees’ retirement benefits

To provide for employees’ pension benefits, benefit obligations and plan assets are estimated and accrued as of the year-end. Prior service cost is amortized on a straight-line basis over the average remaining service periods at the time of recognition. Actuarial net gain or loss is amortized from the following fiscal year on a straight-line basis over the average remaining services periods at the time of recognition.

Changes in Accounting Policies

Effective from the fiscal year ended March 31, 2010, NTT adopted the “partial amendments (Number 3) of Accounting Standard for Employees’ retirement benefits” (Accounting Standards Board of Japan, July 31, 2008, Corporate Accounting Standard No. 19). This change had no impact on amount of expenses and recognized balance of liability for employees’ retirement benefits in the initial year of adoption.

 

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.” Designation (“Furiate-shori”) is applied to forward exchange contracts and other foreign exchange contracts, and designated “exceptional accounting” (“Tokurei-shori”) to interest-rate swaps that qualify for “exceptional accounting” (Accounting Standards for Financial Instruments, Footnote 14).

 

  (2) Consumption Taxes

Consumption tax is separately accounted for by excluding it from each transaction amount.

 

5. Changes in Accounting Procedures

Recognition of the revenue and cost of completed construction

Previously, revenues from construction contracts were recognized upon completion of the construction. Effective from the fiscal year ended March 31, 2010, NTT adopted the “Accounting Standard for Construction Contracts” (Accounting Standards Board of Japan, December 27, 2007, Corporate Accounting Standard No. 15) and “Implementation Guidance on Accounting Standards for Construction Contracts” (Accounting Standards Board of Japan, December 27, 2007, Corporate Accounting Standard Implementation Guidance No. 18). For construction contracts entered into after the beginning of this fiscal year, the percentage-of-completion method shall be applied if the outcome of the construction activity is deemed certain during the course of the activity (degree of progress in construction is estimated using the cost output method), otherwise the completed-contract method shall be applied.

This change had little impact on NTT’s earnings.

 

52


Notes to Non-Consolidated Balance Sheet

 

1. Assets Offered as Security and Secured Liabilities

In accordance with the provisions of Article 9 of the Law Concerning Nippon Telegraph and Telephone Corporation, Etc., the total assets of NTT have been pledged as general collateral for corporate bonds issued.

 

Corporate bonds (including those maturing within one year)

   1,571,019 million yen

 

2.      Accumulated depreciation on property, plant and equipment:    263,588 million yen

 

3. Accounts receivable from and payable to affiliates are as follows (excluding those otherwise classified):

 

Short-term accounts receivable:

   388,831 million yen

Long-term accounts receivable:

   212 million yen

Short-term accounts payable:

   14,225 million yen

Notes to Non-Consolidated Statement of Income

Transactions with Affiliated Companies

 

Balance of Operating Transactions

  

Operating revenues

   156,111 million yen

Operating expenses

   45,936 million yen

Balance of Non-Operating Transactions

   69,912 million yen

Notes to Non-Consolidated Statement of Changes in Shareholders’ Equity and Other Net Assets

 

Number of treasury stock during the fiscal year ended March 31, 2010.

Common stock: 250,923,665 shares

Notes Concerning Tax Effect Accounting

The major causes of the occurrence of deferred tax assets were depreciable assets and liability for employees’ retirement benefits.

The major cause of deferred tax liabilities was unrealized gains on securities.

Deferred tax assets exclude 23,473 million yen in valuation allowance.

 

53


Notes Concerning Related Party Transactions

 

     (Millions of yen)

Affiliation

   Name   

Voting Rights
Ownership
Ratio

   Relationship with
Affiliated Part
   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,
provision of
advice,
intermediation,
and other
support
   Loan of
capital
1
  200,000    Short-term loans
receivable

Long term loans
receivable to
subsidiaries

   90,595

 

758,743

            Receipt of
interest
1
  11,149    Other current

Assets

   1,987
           

 

Receipt of
expenses
relating to
basic
research and
development
2

 

 

50,712

  

 

Accounts
receivable, other

  

 

4,437

           

 

Lease of land
and  buildings
3

 

 

6,346

  

 

—  

  

 

—  

Subsidiary

   Nippon
Telegraph and
Telephone West
Corporation
   100% direct ownership    Exercise of
rights as
shareholder,
provision of
advice,
intermediation,
and other
support
   Loan of
capital
1
  140,000    Short-term loans
receivable

Long term loans
receivable to
subsidiaries

   151,170

 

966,527

 

            Receipt of
interest
1
  16,953    Other current
Assets
   3,017
            Receipt of
expenses
relating to
basic
research and
development
2
  49,980    Accounts
receivable, other
   4,373

Subsidiary

   NTT
Communications
Corporation
   100% direct ownership    Exercise of
rights as
shareholder,
provision of
advice,
intermediation,
and other
support
   Loan of
capital
1
  —      Short-term loans
receivable

Long term loans
receivable to
subsidiaries

   44,337

 

144,383

            Receipt of
interest
1
  3,886    Other current
Assets
   224

Subsidiary

   NTT Finance
Corporation
   91% direct ownership 8% indirect ownership    Exercise of
rights as
shareholder,
provision of
advice,
intermediation,
and other
support
   Deposit of
capital
4
  3,545,001    Deposit received
from subsidiaries
   122,513
            Receipt of
interest
4
  622    Other current
assets
   79
            Transfer of
capital
among NTT
Group
companies
  123,243    Accounts
receivable, other
   10,458

 

54


Transaction amounts do not include consumption taxes. End-of-term balances include consumption taxes.

Transaction Conditions and Standards for Determining Transaction Conditions

 

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. Comprehensive determinations are made taking into consideration the expenses necessary for utilization of the basic R&D. Furthermore, transfer of capital pursuant to such transactions takes place by means of 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 capital deposits are set taking into consideration market rates.

Notes Concerning Financial Data Per Share

 

Net assets per share

   3,727.13 yen

Net income per share

   163.04 yen

Notes Concerning Significant Subsequent Events

On March 30, 2010, the board of directors resolved that NTT may raise up to 20 billion yen by issuing bonds during the period from April 1 to June 30, 2010.

 

55


INDEPENDENT AUDITOR’S REPORT (CONSOLIDATED)

(English Translation)

 

  May 10, 2010

To the Board of Directors

Nippon Telegraph and Telephone Corporation

  KPMG AZSA & Co.
 

Masanori Sato, C.P.A.

Engagement Partner

 

Takuji Kanai, C.P.A.

Engagement Partner

 

Atsuji Maeno, C.P.A.

Engagement Partner

Pursuant to Paragraph 4, Article 444 of the Corporation Law, we have audited the consolidated financial statements, which consist of consolidated balance sheet, consolidated statement of income, consolidated statement of changes in equity and notes to the consolidated financial statements, of Nippon Telegraph and Telephone Corporation (the “Company”) for the 25th fiscal year from April 1, 2009 to March 31, 2010. The preparation of these consolidated financial statements is the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements from an independent standpoint based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As a result of this audit, it is our opinion that pursuant to the stipulations of Article 3 Paragraph 1 of the Supplemental Provisions to the Corporate Calculation Regulations (Ordinance of the Ministry of Justice Issue No. 46, 2009), the consolidated financial statements referred to above present fairly in all material respect the position of assets and income for the period under review for the corporate group comprising the Company and its consolidated subsidiaries, in accordance with generally accepted accounting principles in the United States (see Notes to Consolidated Financial Statements, Note 1, standards for preparation of consolidated financial statements).

Additional information

As stated in note 7(2) under “Significant Matters Pertaining to the Preparation of Consolidated Financial Statements,” starting from the current consolidated fiscal year, NTT Group adopted the accounting pronouncement issued by FASB in December 2007 relating to noncontrolling interests in consolidated financial statements.

No conflicts of interest exist between the Company and our audit firm and/or the auditing partners that should be disclosed pursuant to the provisions of the Certified Public Accountants Law.

END

 

56


INDEPENDENT AUDITOR’S REPORT (NON-CONSOLIDATED)

(English Translation)

 

  May 10, 2010

To the Board of Directors

Nippon Telegraph and Telephone Corporation

  KPMG AZSA & Co.
 

Masanori Sato, C.P.A.

Engagement Partner

 

Takuji Kanai, C.P.A.

Engagement Partner

 

Atsuji Maeno, C.P.A.

Engagement Partner

Pursuant to Paragraph 1, Article 436-2 of the Corporation Law, we have audited the non-consolidated financial statements, which consist of non-consolidated balance sheet, non-consolidated statement of income, non-consolidated statement of changes in shareholders’ equity and other net assets, notes to non-consolidated financial statements and supplementary schedules, of Nippon Telegraph and Telephone Corporation (the “Company”) for the 25th fiscal year from April 1, 2009 to March 31, 2010. The preparation of these financial statements and supplementary schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and supplementary schedules from an independent viewpoint based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we obtain reasonable assurance about whether the financial statements and supplementary schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and supplementary schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As a result of this audit, it is our opinion that the financial statements and supplementary schedules referred to above present fairly in all material respect the position of assets and income for the period under review, in accordance with generally accepted accounting principles in Japan.

No conflicts of interest exist between the Company and our audit firm and/or the auditing partners that should be disclosed pursuant to the provisions of the Certified Public Accountants Law.

END

 

57


BOARD OF CORPORATE AUDITORS’ REPORT

(English Translation)

Based on reports from each Corporate Auditor, and following due discussion at meetings, the Board of Corporate Auditors has prepared this report regarding the execution of the duties of the Board of Directors in the 25th fiscal year from April 1, 2009, to March 31, 2010. The Board reports as follows:

 

1. Outline of Audit Methodology

The Board of Corporate Auditors established auditing policies and received reports from each Corporate Auditor 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.

On the basis of the Board of Corporate Auditors Rules, and in accordance with its auditing policies, the Corporate Auditors sought mutual understanding with Directors, the internal auditing department and employees and other persons in their efforts to collect information and achieve an environment conducive to audits, attended meetings of the Board of Directors and other important meetings, and received reports from Directors, 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.

The Board of Corporate Auditors also carried out an audit and verification of the particulars of Board of Directors resolutions relating to establishment of structures as set forth in the Corporation Law Implementation Regulations, Article 100, Paragraphs 1 and 3, necessary to ensure that Directors’ performance of their duties 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 kabushiki kaisha, as well as the structures established pursuant to such resolutions (internal control system).

Regarding the subsidiaries, the Board of Corporate Auditors sought to achieve a mutual understanding and exchange of information with directors and corporate auditors and other persons of the subsidiaries, and where necessary received business reports from the subsidiaries.

Based on the above methodology, the Board of Corporate Auditors evaluated business reports and supplementary statements concerning the fiscal year under review.

In addition, the Board of Corporate Auditors 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 Board of Corporate Auditors 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 Accounting Principles for Enterprises) 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 Board of Corporate Auditors audited the non-consolidated financial statements related to the fiscal year under review (non-consolidated balance sheet, non-consolidated statement of income, non-consolidated statement of changes in shareholders’ equity and other net assets, notes to non-consolidated financial statements), 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).

 

58


2. Audit Results

 

(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 laws and the Articles of Incorporation.

 

  ii. No inappropriate conduct concerning the execution of duties by Directors 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 system are appropriate. Further, no matters worthy of note were found with respect to Directors’ execution of duties in regards to the internal control system.

 

(2) Results of the audit of performance of the duties by the Independent Auditor.

No matters worthy of note were found with respect to the structure for ensuring the proper execution of duties by the Independent Auditor, KPMG AZSA & Co.

 

(3) 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 & Co., are appropriate.

 

(4) 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 & Co., are appropriate.

May 13, 2010

Nippon Telegraph and Telephone Corporation Board of Corporate Auditors

 

Full-time Corporate Auditor   Susumu Fukuzawa
Full-time Corporate Auditor   Toshiro Morota
Full-time Corporate Auditor   Shunsuke Amiya
Corporate Auditor   Shigeru Iwamoto
Corporate Auditor   Toru Motobayashi

 

Note:  Full-time Corporate Auditor Toshiro Morota and Corporate Auditors Shigeru Iwamoto and Toru Motobayashi are outside Corporate Auditors as prescribed in the Corporation Law, Article 2, Item 16, and Article 335, Paragraph 3.

END

 

59


Reference Materials for the Ordinary General Meeting of Shareholders

Resolutions and matters for reference

 

 

First Item  Distribution of Retained Earnings as Dividends

In addition to increasing corporate value over the medium- and long-term, the Company has identified the return of profits to shareholders as an important management goal. In determining the level of dividends for the current annual period, 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. The Company proposes the following.

Matters relating to end-of-year dividend

1. Type of asset to be distributed: Cash

2. Matters relating to allotment of dividends and total amount of dividends to be distributed:

 

 Per one share of common stock:   60 yen      
 Total amount of dividends:   79,391,834,100 yen      

Including the interim dividend of 60 yen per one share of common stock already distributed, the annual dividend for the fiscal year will be 120 yen per one share of common stock.

3. Date on which the dividend becomes effective: June 25, 2010

 

 

Second Item  Election of Twelve Directors

Because the term of office of all Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders, the Company is seeking approval for the election of a total of twelve Directors.

Candidates for Director are as follows:

 

Candidate
No.

  

Name

(Date of birth)

       

Resume and representation of other companies

   Number of
shares of
the Company held

1.

  

Norio Wada

(August 16, 1940)

     

April 1964

 

June 1992

  

Joined Nippon Telegraph and Telephone Public Corporation

 

Senior Vice President and General Manager of Tohoku Regional Communications Sector of the Company

   10,124 shares
         June 1996    Senior Vice President and Senior Executive Manager of Affiliated Business Development Headquarters of the Company   
         July 1996    Senior Vice President and Senior Executive Manager of Affiliated Business Headquarters of the Company   
         June 1997    Executive Vice President and Senior Executive Manager of Affiliated Business Headquarters of the Company   
         June 1998    Executive Vice President, Senior Executive Manager of Affiliated Business Headquarters and Executive Manager of NTT-Holding Organizational Office of the Company   
         January 1999    Executive Vice President and Senior Executive Manager of NTT-Holding Provisional Headquarters of the Company   
         July 1999    Representative Director and Senior Executive Vice President of the Company   
         June 2002    Representative Director and President of the Company   
               June 2007   

Director and Chairman of Board of Directors of the Company (present post)

 

    

 

60


Candidate
No.

  

Name

(Date of birth)

       

Resume and representation of other companies

   Number of
shares of
the Company held
2.   

Satoshi Miura

(April 3, 1944)

     

April 1967

 

June 1996

  

Joined Nippon Telegraph and Telephone Public Corporation

 

Senior Vice President and Executive Manager of Personnel Department of the Company

   8,120 shares
         July 1996    Senior Vice President and Executive Manager of Personnel Industrial Relations Department of the Company   
         June 1998    Executive Vice President and Executive Manager of Personnel Industrial Relations Department of the Company   
         January 1999    Executive Vice President and Deputy Senior Executive Manager of NTT-East Provisional Headquarters of the Company   
         July 1999    Representative Director and Senior Executive Vice President of Nippon Telegraph and Telephone East Corporation   
         June 2002    Representative Director and President of Nippon Telegraph and Telephone East Corporation   
         June 2005    Representative Director, Senior Executive Vice President and Director of Corporate Management Strategy Division of the Company   
         June 2007    Representative Director, President and Chief Executive Officer of the Company (present post)   
                          
3.   

Noritaka Uji

(March 27, 1949)

     

April 1973

 

June 1999

  

Joined Nippon Telegraph and Telephone Public Corporation

 

Senior Vice President and Director of New Generation Information Services Sector of NTT DATA Corporation

   3,500 shares
         September 2000    Senior Vice President and Director of Corporate Strategy Planning Department of NTT DATA Corporation   
         June 2001    Senior Vice President and Director of Industrial System Sector of NTT DATA Corporation   
         April 2002    Senior Vice President and Director of Enterprise Business Sector of NTT DATA Corporation   
         June 2003    Executive Vice President and Director of Enterprise Systems Sector of NTT DATA Corporation   
         June 2005    Representative Director and Executive Vice President of NTT DATA Corporation   
               June 2007   

Representative Director and Senior Executive Vice President of the Company (present post)

 

    

 

61


Candidate
No.

  

Name

(Date of birth)

       

Resume and representation of other companies

   Number of
shares of
the Company held
4.   

Hiroo Unoura

(January 13, 1949)

     

April 1973

 

June 2002

  

Joined Nippon Telegraph and Telephone Public Corporation

 

Senior Vice President and Director of Department I of the Company

   5,500 shares
         June 2005    Senior Vice President and Director of Department V of the Company   
         June 2007    Executive Vice President, Director of Corporate Strategy Planning Department, Executive Manager of Corporate Business Strategy Division of the Company   
         June 2008    Representative Director, Senior Executive Vice President and Director of Strategic Business Development Division of the Company. (present post)   
                          
5.   

Kaoru Kanazawa

(January 23, 1945)

     

April 1967

 

January 2002

  

Joined Postal Service Ministry of Japan

 

Administrative Vice-Minister of Ministry of Public Management, Home Affairs, Posts and Telecommunications

   4200 shares
   .       January 2003    President, Nippon Information Communications Association   
         January 2003    President, ITU Association of Japan   
         April 2003    President, Postal Saving Organization   
         April 2004    President, Research Institute of Telecommunications and Economics, Foundation for Multimedia Communications   
         July 2005    Senior Advisor of the Company   
         July 2006    President, Telecommunications Engineering and Consulting Service   
         July 2007    Representative Director and Senior Executive Vice President of the Company (present post)   
                          
6.   

Yasuyoshi Katayama

(January 23, 1952)

     

April 1976

 

June 2004

  

Joined Nippon Telegraph and Telephone Public Corporation

 

Senior Vice President, Executive Manager, Fundamental Services Department, Fundamental Services Promotion Headquarters, and Executive Manager, Plant Planning Department of Nippon Telegraph and Telephone West Corporation

   4,502 shares
         July 2006    Senior Vice President and General Manager of Networks of Nippon Telegraph and Telephone West Corporation   
         June 2008    Senior Vice President and Director of Technology Planning Department of the Company   
         June 2008    Director of NTT Comware Corporation (present post)   
               June 2009   

Executive Vice President and Director of Technology Planning Department of the Company (present post)

 

    

 

62


Candidate
No.

  

Name

(Date of birth)

       

Resume and representation of other companies

   Number of
shares of
the Company held
7.   

Toshio Kobayashi

(November 16, 1951)

     

April 1975

 

July 2006

  

Joined the Ministry of Finance

 

Deputy Director-General for Policy Evaluation of the Ministry of Finance

   2,500 shares
         June 2007    Senior Vice President and Director of Finance and Accounting Department of the Company (present post)   
                          
8.   

Hiroki Watanabe

(March 15, 1953)

     

April 1976

 

July 2002

  

Joined Nippon Telegraph and Telephone Public Corporation

 

Executive Manager, Business Communications Headquarters, Innovation Department of Nippon Telegraph and Telephone East Corporation

   2,500 shares
         April 2003    Executive Manager, Strategy Planning Division, Corporate Business Headquarters of Nippon Telegraph and Telephone East Corporation   
         July 2004    Executive Manager, Corporate Strategy Planning Department Headquarters of Nippon Telegraph and Telephone East Corporation   
         June 2005    Senior Vice President and Director of Corporate Strategy Planning Department of Nippon Telegraph and Telephone East Corporation   
         June 2008    Senior Vice President and Director of Corporate Strategy Planning Department of the Company (present post)   
         June 2008    Director of Nippon Telegraph and Telephone West Corporation (present post)   
                          
9.   

Hiromichi Shinohara

(March 15, 1954)

     

April 1978

 

April 2003

  

Joined Nippon Telegraph and Telephone Public Corporation

 

Executive Research Engineer of Access Service System Laboratories of NTT Information Sharing Laboratory Group of the Company

   1,300 shares
         June 2003    General Manager of Access Service System Laboratories of NTT Information Sharing Laboratory Group of the Company   
         June 2007    Director of NTT Information Sharing Laboratory Group of the Company   
               June 2009   

Senior Vice President and Director of Research and Development Planning Department of the Company (present post)

 

    

 

63


Candidate
No.

  

Name

(Date of birth)

       

Resume and representation of other companies

   Number of
shares of
the Company held
10.   

Tetsuya Shoji

(February 28, 1954)

     

April 1977

 

July 2002

  

Joined Nippon Telegraph and Telephone Public Corporation

 

General Manager of Department V of the Company

   3,404 shares
         July 2005    Executive Manager of Personnel Department of Nippon Telegraph and Telephone West Corporation   
         June 2006    Senior Vice President and Executive Manager of Personnel Department of Nippon Telegraph and Telephone West Corporation   
         June 2009    Senior Vice President and Director of General Affairs Department of the Company (present post)   
         June 2009    Director of Nippon Telegraph and Telephone East Corporation (present post)   
                          
11.   

Takashi Imai

(December 23, 1929)

     

April 1952

 

July 1995

  

Joined Fuji Steel Corporation

 

Auditor of Nippon Life Insurance Company (present post)

   400 shares
         April 1998    Representative Director and Chairman of Nippon Steel Corporation   
         May 1998    Chairman of Japan Federation of Economic Organizations (retired on May 28, 2002)   
         July 1999    Director of the Company (present post)   
         June 2002    Director of Japan Securities Finance Co., Ltd. (present post)   
         April 2003    Senior Vice President, Chairman Emeritus and Executive Counselor of Nippon Steel Corporation   
         June 2003    Chairman Emeritus and Executive Counselor of Nippon Steel Corporation   
         June 2007    Director of Nippon Television Network Corporation (present post)   
         June 2008    Senior Advisor, Honorary Chairman of Nippon Steel Corporation (present post)   
                          
12.   

Yotaro Kobayashi

(April 25, 1933)

     

October 1958

 

September 1963

  

Joined Fuji Photo Film Co., Ltd.

 

Joined Fuji Xerox Co., Ltd.

   700 shares
         January 1992    Representative Director and Chairman of Fuji Xerox Co., Ltd.   
         April 1999    Representative Organizer, Japan Association of Corporate Executives (retired on April 25, 2003)   
         July 1999    Director of the Company (present post)   
         June 2003    Director of Sony Corporation (present post)   
         June 2004    Director and Chairman of Fuji Xerox Co., Ltd.   
               April 2006   

Chief Corporate Advisor of Fuji Xerox Co., Ltd. (retired on March 31, 2009)

 

    

 

64


Note:   1.   Both Messrs. Takashi Imai and Yotaro Kobayashi are candidates for outside directors. They were chosen as candidates due to their extensive managerial experience and their excellent character and judgment. NTT expects that they will reinforce management oversight functions and provide a broad range of managerial perspectives.
  2.   Both candidates for outside directors have been outside directors of the company for eleven years.
  3.   Mr. Takashi Imai is an outside corporate auditor for Nippon Life Insurance Company, which on July 26, 2006 and July 3, 2008, received a business improvement order from the Financial Services Agency pursuant to Article 132, Paragraph 1 of the Insurance Business Act. The order was issued in response to misconduct identified in the company’s internal structures for insurance benefit payment systems and for management oversight. Through his duties as a corporate auditor, Mr. Imai audited the business operations of the company from the perspective of ensuring compliance with laws and regulations. When the above-mentioned matters arose, Mr. Imai performed his auditing duties by, among other things, confirming at board of corporate auditor meetings and other venues that improvement measures were being implemented.
    Mr. Imai is also an outside director for Japan Securities Finance Co., Ltd. On December 14, 2007, this company received a business improvement order from the Financial Services Agency to improve its compliance practices by strengthening its internal auditing operations. The order cited improper handling of bidding procedures for stock lending transactions. At board of directors meetings, Mr. Imai made statements based on his wealth of experience and expertise relating to management issues, emphasizing the importance of complying with laws and regulations. Further, after the discovery of unfair adjustments in the bidding process that were the subject of the above-mentioned order for improvement of operations, in addition to recommending to the executive directors a thorough investigation of the facts as well as effective improvement measures, he oversaw the execution of these tasks, and performed his responsibilities in order to prevent a recurrence.
    Mr. Imai is also an outside director for Nippon Television Network Corporation. In November 2008, this company aired “Shinso Hodo! Bankisha,” a broadcast which included inaccurate information based on factual errors. In March 2009, the company apologized to the parties concerned, and aired a correction statement pursuant to the Broadcast Act. Further, in July 2009, Nippon Television Network Corporation received an admonishment from the BPO Broadcasting Ethics Verification Committee and, in August 2009, aired a featured segment on the company’s internal investigation in the aforementioned program, as well as a separate program to report on the company’s internal investigation and the results of that investigation, and published a final report of the results of the company’s internal investigation on the company’s website. Through his duties as an outside director, Mr. Imai oversaw Nippon Television Network Corporation’s business affairs from the perspective of improving broadcasting ethics. Further, although he was not involved with the program in question, after the matter arose, Mr. Imai performed his responsibilities by making recommendations during deliberations at board of director meetings in order to prevent a recurrence.
  4.   In order for the candidates for outside directors to fully perform their expected roles as outside directors, pursuant to the provisions of Article 427, Paragraph 1 of the Corporation Law, NTT concluded agreements with both candidates limiting their liability for compensation for damages pursuant to Article 423, Paragraph 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, Paragraph 1 of the Corporation Law. If the appointments of both Messrs. Imai and Kobayashi are approved, NTT plans to maintain these agreements with them.

 

65


[For reference]

 

1. The following are outlines of the financial statements for Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation and NTT Communications Corporation.

(1) Outline figures for Nippon Telegraph and Telephone East Corporation

CONDENSED BALANCE SHEET

(at March 31, 2010)

 

     (billions of yen)  

ASSETS

  

FIXED ASSETS

   3,229.2   

Fixed assets – telecommunications business

   2,959.0   

Property, plant and equipment

   2,855.5   

Machinery and equipment

   536.6   

Local line facilities

   807.6   

Engineering facilities

   636.5   

Buildings

   487.8   

Land

   201.1   

Others

   185.7   

Intangible fixed assets

   103.4   

Investments and other assets

   270.2   

Deferred income taxes

   193.9   

Others

   77.7   

Allowance for doubtful accounts

   (1.4

CURRENT ASSETS

   510.9   

Cash and bank deposits

   138.1   

Accounts receivable, trade

   293.9   

Supplies

   35.4   

Others

   46.0   

Allowance for doubtful accounts

   (2.7
      

Total assets

   3,740.2   
      

LIABILITIES and NET ASSETS

  

LONG-TERM LIABILITIES

   1,067.7   

Long-term borrowings from parent company

   758.7   

Liability for employees’ retirement benefits

   280.6   

Others

   28.3   

CURRENT LIABILITIES

   561.2   

Accounts payable, trade

   95.6   

Accounts payable, other

   218.1   

Deposit Received

   105.5   

Others

   141.9   
      

Total liabilities

   1,629.0   
      

SHAREHOLDERS’ EQUITY

   2,111.2   
      

COMMON STOCK

   335.0   

ADDITIONAL PAID-IN CAPITAL

   1,499.7   

EARNED SURPLUS

   276.5   

UNREALIZED GAINS (LOSSES), TRANSLATION ADJUSTMENTS, AND OTHERS

   (0.0

Net unrealized gains (losses) on securities

   (0.0

Total net assets

   2,111.2   
      

Total liabilities and net assets

   3,740.2   
      

 

R-1


CONDENSED STATEMENT OF INCOME

(from April 1, 2009 to March 31, 2010)

 

     (billions of yen)

Telecommunications businesses

  

Operating revenues

   1,790.3

Operating expenses

   1,746.5

Operating income from telecommunications businesses

   43.8

Supplementary businesses

  

Operating revenues

   138.2

Operating expenses

   134.5

Operating income from supplementary businesses

   3.7

Operating income

   47.6

Non-operating revenues

   61.6

Non-operating expenses

   37.5

Recurring profit

   71.7

Special profits

   9.8

Income before income taxes

   81.5

Corporation, inhabitant and enterprise taxes

   18.4

Deferred tax expenses (benefits)

   12.5

Net income

   50.5

 

R-2


(2) Outline figures for Nippon Telegraph and Telephone West Corporation

CONDENSED BALANCE SHEET

(at March 31, 2010)

 

     (billions of yen)  

ASSETS

  

FIXED ASSETS

   2,984.5   

Fixed assets – telecommunications business

   2,780.0   

Property, plant and equipment

   2,683.4   

Machinery and equipment

   521.0   

Local line facilities

   838.8   

Engineering facilities

   586.8   

Buildings

   432.4   

Land

   178.8   

Others

   125.3   

Intangible fixed assets

   96.6   

Investments and other assets

   204.5   

Deferred income taxes

   145.9   

Others

   59.0   

Allowance for doubtful accounts

   (0.5

CURRENT ASSETS

   472.8   

Cash and bank deposits

   124.0   

Accounts receivable, trade

   280.9   

Supplies

   24.1   

Others

   46.1   

Allowance for doubtful accounts

   (2.3
      

Total assets

   3,457.4   
      

LIABILITIES and NET ASSETS

  

LONG-TERM LIABILITIES

   1,295.1   

Long-term borrowings from parent company

   966.5   

Liability for employees’ retirement benefits

   296.0   

Others

   32.6   

CURRENT LIABILITIES

   654.6   

Current portion of long-term borrowings from parent company

   151.1   

Accounts payable, trade

   235.7   

Accounts payable, other

   94.3   

Others

   173.4   
      

Total liabilities

   1,949.8   
      

SHAREHOLDERS’ EQUITY

   1,507.5   
      

COMMON STOCK

   312.0   

ADDITIONAL PAID-IN CAPITAL

   1,170.0   

EARNED SURPLUS

   25.5   

UNREALIZED GAINS (LOSSES), TRANSLATION ADJUSTMENTS, AND OTHERS

   0.0   

Net unrealized gains (losses) on securities

   0.0   

Total net assets

   1,507.6   
      

Total liabilities and net assets

   3,457.4   
      

 

R-3


CONDENSED STATEMENT OF INCOME

(from April 1, 2009 to March 31, 2010)

 

     (billions of yen)  

Telecommunications businesses

  

Operating revenues

   1,622.1   

Operating expenses

   1,597.9   

Operating income from telecommunications businesses

   24.1   

Supplementary businesses

  

Operating revenues

   158.6   

Operating expenses

   164.3   

Operating income (losses) from supplementary businesses

   (5.6

Operating income

   18.4   

Non-operating revenues

   51.1   

Non-operating expenses

   39.3   

Recurring profit

   30.3   

Income before income taxes

   30.3   

Corporation, inhabitant, and enterprise taxes

   1.7   

Deferred tax expenses (benefits)

   3.7   

Net income

   24.8   

 

R-4


(3) Outline figures for NTT Communications Corporation

CONDENSED BALANCE SHEET

(at March 31, 2010)

 

     (billions of yen)  

ASSETS

  

FIXED ASSETS

   885.7   

Fixed assets – telecommunications business

   538.7   

Property, plant and equipment

   456.5   

Machinery and equipment

   145.9   

Engineering facilities

   56.8   

Buildings

   126.1   

Tools and fixtures

   33.4   

Land

   43.2   

Others

   50.8   

Intangible fixed assets

   82.1   

Investments and other assets

   347.0   

Investments in affiliated companies

   167.8   

Others

   179.4   

Allowance for doubtful accounts

   (0.2

CURRENT ASSETS

   286.0   

Cash and bank deposits

   42.6   

Accounts receivable, trade

   192.7   

Subsidiary deposits

   17.4   

Others

   34.8   

Allowance for doubtful accounts

   (1.6
      

Total assets

   1,171.7   
      

LIABILITIES and NET ASSETS

  

LONG-TERM LIABILITIES

   256.1   

Long-term borrowings from parent company

   144.3   

Others

   111.7   

CURRENT LIABILITIES

   278.2   

Current portion of long-term borrowings from parent company

   44.3   

Accounts payable, trade

   27.2   

Accounts payable, other

   181.1   

Others

   25.4   
      

Total liabilities

   534.4   
      

SHAREHOLDERS’ EQUITY

   602.4   
      

COMMON STOCK

   211.7   

ADDITIONAL PAID-IN CAPITAL

   131.6   

EARNED SURPLUS

   259.0   

UNREALIZED GAINS (LOSSES), TRANSLATION ADJUSTMENTS, AND OTHERS

   34.9   

Net unrealized gains (losses) on securities

   35.0   

Others

   (0.1

Total net assets

   637.3   
      

Total liabilities and net assets

   1,171.7   
      

 

R-5


CONDENSED STATEMENT OF INCOME

(from April 1, 2009 to March 31, 2010)

 

     (billions of yen)  

Telecommunications businesses

  

Operating revenues

   908.1   

Operating expenses

   807.9   

Operating income from telecommunications businesses

   100.1   

Supplementary businesses

  

Operating revenues

   171.1   

Operating expenses

   173.7   

Operating income (losses) from supplementary businesses

   (2.6

Operating income

   97.5   

Non-operating revenues

   25.0   

Non-operating expenses

   14.0   

Recurring profit

   108.5   

Income before income taxes

   108.5   

Corporation, inhabitant, and enterprise taxes

   32.7   

Deferred tax expenses (benefits)

   15.0   

Net income

   60.6   

 

R-6


2. Major Facilities Completed During the Fiscal Year

 

Company   Item   Completed Facility

Nippon Telegraph and Telephone

East Corporation

 

FLET’S HIKARI

Subscriber optical cable

 

1,242,000 subscribers

43,400 km

Nippon Telegraph and Telephone

West Corporation

 

FLET’S HIKARI

Subscriber optical cable

 

874,000 subscribers

11,900 km

 

3. The following is an outline of R&D expenditures for Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation and NTT Communications Corporation.

 

Company

   Amounts

Nippon Telegraph and Telephone East Corporation

   64.9 billion yen

Nippon Telegraph and Telephone West Corporation

   60.7 billion yen

NTT Communications Corporation

   17.2 billion yen

 

R-7


Differences in Corporate Governance from Practices Required of U.S. Domestic Companies by the NYSE

The NYSE has adopted amendments to its corporate governance listing standards for U.S. domestic issuers concerning the role of independent directors, committees under the board of directors, corporate governance guidelines, codes of business conduct and ethics, shareholder approval of equity compensation plans and annual certification by principal executive officers. NTT follows corporate governance practices that are different from those required for U.S. domestic listed companies in the following respects:

 

   

Boards of directors of U.S. domestic listed companies must have a majority of independent directors, non-management directors of U.S. domestic listed companies must meet at regularly scheduled executive sessions without management and U.S. domestic listed companies must have nominating/corporate governance and compensation committees composed entirely of independent directors. There are no such requirements under Japanese law. The presence of outside directors is not generally mandated by the Japanese Corporation Law, however, the Japanese Corporation Law requires that at least half of NTT’s corporate auditors must qualify as outside corporate auditors, and the rules of the Japanese stock exchanges require that at least one of NTT’s outside directors or outside corporate auditors meet certain additional independence criteria established by the Japanese stock exchanges.

 

   

U.S. domestic listed companies must have an audit committee with a minimum of three members each of whom must be independent and financially literate in accordance with Rule 10A-3 under the Exchange Act and NYSE rules. NTT maintains a board of audit under home country practice.

 

   

U.S. domestic listed company audit committees must also (1) discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies and (2) set clear hiring policies for past and present employees of the independent auditors. There is no such requirement for Japanese boards of audit.

 

   

U.S. domestic listed companies must adopt and disclose corporate governance guidelines discussing specified subjects, such as director qualifications and responsibilities, responsibilities of key board committees, director compensation, and director training and continuing education. Japanese law requires NTT’s board of directors to adopt a corporate framework necessary to secure the proper operation of NTT’s business. The requirements of such framework differ from the corporate governance guidelines applicable to U.S. listed companies. While NTT is not required to adopt the corporate governance guidelines required under U.S. law, some of these matters are stipulated by the Corporation Law or NTT’s internal company rules.

 

   

U.S. domestic listed companies must adopt a code of business conduct and ethics for directors, officers and employees covering specified subjects and promptly disclose waivers of the code. While there is no such obligation under Japanese law, NTT has adopted a code of ethics covering all its officers and employees applying principles that are generally consistent with those applicable to U.S. domestic companies, and such principles are part of the above-mentioned corporate framework.

 

   

U.S. domestic listed companies must obtain shareholder approval with respect to any equity compensation plan for any employee, director or service provider for compensation for services. U.S. domestic listed companies must also obtain shareholder approval (subject to certain exceptions) prior to the issuance of common stock or securities convertible into or exercisable for common stock (1) to a director, an officer, a substantial security holder or a party related to any of them if the number of shares of common stock which are to be issued or are issuable upon conversion exceeds 1% of the number of shares of common stock or voting power outstanding before the issuance, (2) in any transaction or series of transactions, if the voting power of the common stock is equal to or exceeds 20% of the voting power outstanding before the issuance or if the number of shares of the common stock is equal to or exceeds 20% of the number of shares outstanding before the issuance, and (3) that will result in a change of control of the issuer. NTT follows Japanese law which requires shareholder approval by a special resolution for the issuance of stocks, bonds with stock acquisition rights or stock acquisition rights under “specially favorable” conditions.

Exercising your voting rights via the Internet, etc.

(The website for voting electronically is readable in Japanese only and not available for ADR Holders)

[Voting Procedure via the Internet]

 

 

 

1) To exercise voting rights, please log in to the following Internet website designated by the Company: http://www.web54.net

 

2) You will be prompted to enter your assigned voting exercise code and a password, which are provided in the enclosed voting exercise form.

 

3) Please change the password to a new password and then follow the on-screen instructions.

 

 


When you exercise your voting rights via the Internet, please be aware of the following:

 

 

Basic matters

 

  1. Exercising your voting rights via the Internet is only available by accessing the designated website (http://www.web54.net). Institutional investors can exercise voting rights by accessing the electronic voting platform operated by ICJ, Inc.

 

  2. You may place your vote via the Internet at any time until the close of business (5:30 p.m.) on Wednesday, June 23, 2010.

 

  3. If you place your vote multiple times, only your last vote will be treated as valid.

 

  4. If you exercise your vote by mail and also place your vote via the Internet, whichever we receive last will be treated as valid. If we receive both on the same day, we will treat only your vote placed via the Internet as valid.

 

  5. The costs of using the Internet website to exercise your voting rights, such as the connection fees of internet service providers and applicable communications fees (such as call charges), will be borne by the shareholder.

 

 

Handling your password

 

  1. When you connect to the designated website for the exercise of voting rights via the Internet for the first time, please enter your assigned password and select a new password. Your chosen password is required to verify that the person exercising voting rights is a shareholder. Please safeguard your password. If you enter a wrong password several times, your access to the website will be barred. When this occurs, please follow the instructions on the screen.

 

  2. Your initial password and your chosen password will only be valid for the upcoming general meeting of shareholders (i.e., a new password will be issued for the next general meeting of shareholders).

 

 

System and Software Requirements

 

  1. When using a personal computer

 

  1) Internet access

 

  2) 800 x 600 minimum screen resolution (SVGA)

 

  3) Software applications:

Microsoft® Internet Explorer (Version 5.01 Service Pack 2 or higher—when accessing the site, please ensure that the cookie setting is turned on and the pop-up block function is turned off).

A software equivalent to Adobe®Acrobat® Reader (Version 4.0 or higher) or Adobe®Reader® (Version 6.0 or higher) for viewing PDF files (this is required if you would like to refer to the shareholders’ meeting-related documents and matters to be resolved at the meeting).

(Microsoft® and Internet Explorer are the trademarks, registered trademarks or product names of Microsoft Corporation, and Adobe®, Acrobat®Reader and Adobe®Reader® are those of Adobe Systems Incorporated in the United States and other countries.)

 

  2. When using a mobile phone

 

  1) The following services are available. Use the URL (http://www.web54.net) to get direct access.

i-mode, EZweb, Yahoo! Keitai.

The above are either trademarks or registered trademarks of the companies in parentheses: i-mode (NTT DoCoMo, Inc.), EZweb (KDDI Corporation), Yahoo! (Yahoo! Inc., USA), Yahoo! Keitai (SOFTBANK MOBILE Corporation).

 

  2) Device should have SSL communications function enabling encryption

 

  (1) Please contact the Securities Agent Web Support Hotline regarding compatible devices.

 

  (2) Even if the above requirements are satisfied, those who access the proxy-voting website through some mobile handsets (such as smart phones) may be directed to the PC-designated website.

 

    If you have questions about the use of a personal computer or mobile for exercising your vote via the Internet, please contact:      
   
   

Chuo Mitsui, Securities Agent Web Support Hotline

0120-65-2031 (Toll Free)

(Mon. to Fri. 9:00 to 21:00)

     

Our domestic institutional investors may use the electronic voting platform (known as the Tokyo Stock Exchange Platform) in order to exercise their voting rights in connection with general meeting of shareholders.

END


The Location

of the

25th Ordinary General Meeting of Shareholders

International Convention Center PAMIR

Grand Prince Hotel New Takanawa

13-1, Takanawa 3-chome, Minato-ku, Tokyo

LOGO

 

Note:

  

1. As traffic will be heavy in this area on the day of the meeting, it is recommended you do not come by car.

  

2. You are requested to leave hand baggage in the cloakroom. We appreciate your cooperation.

 

 

This material is printed with soy ink

on paper approved by the Forest Stewardship Council.