Nippon Telegraph & Telephone Corp
A Japanese telecommunications holding company whose roots go back to the nation's first telegraph line in 1869, NTT is behind everyday services like NTT Docomo mobile phones, broadband, and data-center and cloud computing for businesses around the world. Once a state-run monopoly nicknamed "Dendenkosha," it was privatized in 1985 into today's NTT group. Fun fact: the name NTT is the English translation of its Japanese name, Nippon Denshin Denwa, meaning "Nippon Telegraph and Telephone."
American Depositary Receipt (ADR) representing shares of NTT, Inc., formerly known as Nippon Telegraph and Telephone Corporation, renamed in July 2025. Delisted from NYSE in April 2017 and now trades OTC.
20-F · Fiscal year ended Mar 31, 2017 · SEC filing ↗
The original filing sections are available below.
MARKET RISK Quantitative and Qualitative Disclosures about Market Risk The financial instruments that NTT Group holds are continuously exposed to market fluctuations, such as changes in foreign currency exchange rates, interest rates and stock prices. NTT Group utilizes derivati…
MARKET RISK Quantitative and Qualitative Disclosures about Market Risk The financial instruments that NTT Group holds are continuously exposed to market fluctuations, such as changes in foreign currency exchange rates, interest rates and stock prices. NTT Group utilizes derivative financial instruments, such as forward exchange contracts, interest rate swap agreements, currency swap agreements, currency option agreements and forward contracts, from time to time, in order to limit its exposure to loss in relation to debt instruments or assets that may result from fluctuations, such as changes in foreign currency exchange rates and interest rates. NTT Group does not engage in derivative financial instrument transactions for trading purposes. The use of derivative financial instruments is based on specific internal rules and is subject to controls at the relevant department of the head offices of NTT and its subsidiaries. In most cases, derivative instrument transactions are integrated with the underlying debt instruments or financial assets, and the transactions are entered into on the same date as the debt instruments or financial assets and have the same maturity. See Note 22 to the Consolidated Financial Statements for additional information regarding NTT Group’s derivative instruments and hedging activities. Securities Price Risk NTT Group holds available-for-sale securities and held-to-maturity securities. Available-for-sale securities are held as long-term investments. NTT Group does not hold marketable securities for trading purposes. 119 Table of Contents Fair values of available-for-sale securities and held-to-maturity securities were as follows as of March 31, 2017: 2017 Cost Fair value(1) (in millions of yen) Available-for-sale securities ¥ 236,904 ¥ 431,892 Held-to-maturity securities ¥ 4,479 ¥ 4,554 (1) Information provided for reference only. Details of maturities and fair values of held-to-maturity securities were as follows: 2017 Cost Fair value(1) (in millions of yen) Maturing within 1 year ¥ 349 ¥ 346 Maturing between 1 year and 5 years ¥ 623 ¥ 630 Maturing between 5 years and 10 years ¥ 3,007 ¥ 3,039 Maturing after 10 years ¥ 500 ¥ 539 (1) Information provided for reference only. Foreign Exchange Risk NTT Group from time to time enters into forward exchange contracts and currency swap agreements to hedge the risk of fluctuations in foreign currency exchange rates associated with its foreign currency-denominated long-term debt. Such contracts and agreements are fixed at the same maturity as the underlying debt. Of NTT Group’s financial instruments as of March 31, 2017, certain forward exchange contracts were affected by foreign currency exchange rates, but the effect was immaterial. Amounts related to forward exchange contracts and currency swap agreements entered into in connection with foreign currency-denominated long-term debt that eliminate all foreign currency exposures are shown in the table under “Interest Rate Risk.” Interest Rate Risk Market risk for changes in interest rates to which NTT Group is exposed relates principally to debt obligations. NTT Group has long-term debt, primarily with fixed rates. NTT Group enters into interest rate swap agreements from time to time to convert underlying floating rate debt or assets into fixed rate debt or assets, or vice versa. NTT Group may also enter into interest rate option contracts to hedge the risk of a rise in the interest rate of underlying debt. The following tables provide information about NTT Group’s financial instruments that are affected by changes in interest rates, including debt obligations and interest rate swaps. For debt obligations, the table presents cash flows by expected maturity dates, weighted average interest rates and fair values of financial instruments. 120 Table of Contents For interest rate swaps, the table presents notional amounts and weighted average interest rates by expected maturity dates and the fair value of the swap. Notional amounts are calculated based on the contractual payments. Weighted average floating rates are current as of March 31, 2017. While the information is presented in Japanese yen equivalents, the amounts are classified by the currency (Japanese yen and foreign currencies) of the financial instruments’ actual cash flows. Average interest rate Carrying amount and maturity date (year ending March 31) Fair value 2018 2019 2020 2021 2022 Thereafter Total (in millions of yen) Long-term debt including current portion Japanese yen bonds 1.17 % ¥ (284,990 ) ¥ (200,999 ) ¥ (219,973 ) ¥ (179,963 ) ¥ (100,091 ) ¥ (279,947 ) ¥ (1,265,963 ) ¥ (1,309,546 ) U.S. dollar bonds 1.71 % (140,225 ) (22,438 ) (56,079 ) (5,610 ) (84,024 ) — (308,376 ) (304,430 ) Borrowings from banks— Fixed rate: Japanese yen loans 0.87 % (162,203 ) (334,745 ) (164,831 ) (148,667 ) (178,244 ) (760,574 ) (1,749,264 ) (1,839,061 ) Euro loans 1.30 % (411 ) (164 ) (325 ) (239 ) (243 ) (14,196 ) (15,578 ) (15,595 ) Floating rate: Japanese yen loans 0.18 % (12,418 ) (5,646 ) (3,004 ) (726 ) (20,516 ) (39,600 ) (81,910 ) (82,325 ) U.S. dollar loans 1.59 % (66,164 ) (43,007 ) (16,510 ) (96,869 ) (11,100 ) (115,994 ) (349,644 ) (324,621 ) Other loans (primarily floating rate): (15,493 ) (18,068 ) (4,953 ) (12,683 ) (1,299 ) (27,151 ) (79,647 ) (78,054 ) Subtotal (681,904 ) (625,067 ) (465,675 ) (444,757 ) (395,517 ) (1,237,462 ) (3,850,382 ) (3,953,632 ) Forward exchange contracts 0 0 0 0 0 0 0 0 Currency swap agreements 40,596 0 8,318 (345 ) 4,127 (9,847 ) 42,849 42,849 Total ¥ (641,308 ) ¥ (625,067 ) ¥ (457,357 ) ¥ (445,102 ) ¥ (391,390 ) ¥ (1,247,309 ) ¥ (3,807,533 ) ¥ (3,910,783 ) Notional amount and average interest rate (year ending March 31) Fair value 2018 2019 2020 2021 2022 Thereafter (in millions of yen) Interest rate swap agreements Floating to Fixed (Japanese yen) ¥ 35,052 ¥ 19,551 ¥ 3,393 ¥ 15,251 ¥ 27,652 ¥ 85,024 ¥ (3,594 ) Average pay rate 0.5 % 1.3 % 1.8 % 2.4 % 1.3 % 1.7 % Average receive rate 0.2 % 0.8 % 1.1 % 1.6 % 0.5 % 0.7 % Fixed to Floating (Japanese yen) ¥ 0 ¥ 0 ¥ 0 ¥ 5,610 ¥ 0 ¥ 0 ¥ (56 ) Average pay rate 0.0 % 0.0 % 0.0 % 1.44 % 0.0 % 0.0 % Average receive rate 0.0 % 0.0 % 0.0 % 2.07 % 0.0 % 0.0 % Floating to Floating (Japanese yen) ¥ 0 ¥ 0 ¥ 0 ¥ 0 ¥ 0 ¥ 0 ¥ 0 Average pay rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Average receive rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 121 Table of Contents
Read original filing text →Selected Financial Data The following selected financial data for each of the fiscal years ended March 31, 2013 through 2017 have been derived from, and should be read in conjunction with, NTT’s audited consolidated financial statements. NTT’s audited consolidated financial stat…
Selected Financial Data The following selected financial data for each of the fiscal years ended March 31, 2013 through 2017 have been derived from, and should be read in conjunction with, NTT’s audited consolidated financial statements. NTT’s audited consolidated financial statements as of March 31, 2016 and 2017, and for each of the three fiscal years ended March 31, 2015, 2016 and 2017, appear elsewhere in this annual report. 2 Table of Contents SELECTED CONSOLIDATED STATEMENT OF INCOME DATA Nippon Telegraph and Telephone Corporation and Subsidiaries Years ended March 31, 2013 2014 2015 2016 2017 (in millions of yen) Operating revenues ¥ 10,700,740 ¥ 10,925,174 ¥ 11,095,317 ¥ 11,540,997 ¥ 11,391,016 Operating expenses 9,498,772 9,711,521 10,010,751 10,192,848 9,851,227 Operating income 1,201,968 1,213,653 1,084,566 1,348,149 1,539,789 Other income (expenses)*1 (4,321 ) 80,542 (17,937 ) (18,890 ) (12,020 ) Income before income taxes and equity in earnings (losses) of affiliated companies*1 1,197,647 1,294,195 1,066,629 1,329,259 1,527,769 Income tax expenses*1 473,954 486,546 397,349 354,825 468,370 Equity in earnings (losses) of affiliated companies*1 (16,093 ) (50,792 ) 5,889 5,772 (21 ) Net income*1 707,600 756,857 675,169 980,206 1,059,378 Less—Net income attributable to noncontrolling interests*1 185,668 171,384 157,103 242,468 259,249 Net income attributable to NTT*1 ¥ 521,932 ¥ 585,473 ¥ 518,066 ¥ 737,738 ¥ 800,129 2013 2014 2015 2016 2017 (in yen, except share amounts) Per Share of common stock: Net income attributable to NTT*1*2 ¥ 215.34 ¥ 254.61 ¥ 236.85 ¥ 350.34 ¥ 390.94 Cash dividends, applicable to earnings for the year*2 ¥ 80.00 ¥ 85.00 ¥ 90.00 ¥ 110.00 ¥ 120.00 Average number of Shares outstanding*2 2,423,761,538 2,299,516,428 2,187,360,018 2,105,782,828 2,046,678,144 *1 As a result of the application of the equity method for NTT Group’s investment in Philippine Long Distance Telephone Company (currently known as PLDT Inc.) from the beginning of the three months ended June 30, 2013, the above figures for “Other income (expenses),” “Income before income taxes and equity in earnings (losses) of affiliated companies,” “Income tax expenses,” “Equity in earnings (losses) of affiliated companies,” “Net income,” “Less—Net income attributable to noncontrolling interests,” “Net income attributable to NTT” and “Net income attributable to NTT Per Share of common stock” for the fiscal year ended March 31, 2013 have been revised retrospectively. *2 NTT conducted a two-for-one stock split of its common stock with an effective date of July 1, 2015. Figures for “Net income attributable to NTT,” “Cash dividends, applicable to earnings for the year” and “Average number of Shares outstanding” under “Per Share of common stock” listed above have been adjusted to reflect the impact of the stock split as if the stock split had occurred at the beginning of the first fiscal year listed above. 3 Table of Contents SELECTED CONSOLIDATED BALANCE SHEET DATA Nippon Telegraph and Telephone Corporation and Subsidiaries As of March 31, 2013 2014 2015 2016 2017 (in millions of yen) Current assets ¥ 4,669,288 ¥ 4,861,011 ¥ 4,957,228 ¥ 5,426,979 ¥ 5,312,423 Property, plant and equipment (net) 9,776,687 9,839,688 9,801,470 9,551,921 9,719,021 Total assets* 19,549,067 20,284,949 20,702,427 21,035,931 21,250,325 Current liabilities 3,499,389 3,676,824 3,721,688 3,741,128 4,131,393 Long-term liabilities 5,527,675 5,657,407 5,902,657 6,009,624 5,560,357 Capital stock (common stock plus additional paid-in capital) 3,765,562 3,764,960 3,784,673 3,817,510 3,799,985 NTT shareholders’ equity* 8,231,439 8,511,354 8,681,860 8,833,806 9,052,479 Total equity* ¥ 10,522,003 ¥ 10,924,806 ¥ 11,049,810 ¥ 11,240,082 ¥ 11,507,756 * As a result of the application of the equity method for NTT Group’s investment in Philippine Long Distance Telephone Company (currently known as PLDT Inc.) from the beginning of the three months ended June 30, 2013, the above figures for “Total assets,” “NTT shareholders’ equity” and “Total equity” for the fiscal year ended March 31, 2013 have been revised retrospectively. Dividends NTT has paid dividends on Shares semiannually in respect of each fiscal year since its founding in 1985. NTT’s Board of Directors (the “Board”) recommends a year-end dividend, which is subject to approval by shareholders at the ordinary general meeting of shareholders and by the Minister of Internal Affairs and Communications (the “Minister”). Immediately following such approvals, NTT distributes dividends to shareholders or registered pledgees of shares entered or recorded on the register of shareholders and shareholders or pledgees of shares for whom all or part of their Shares were not entered or recorded in the register of shareholders pursuant to Article 6 of the NTT Act as of the preceding March 31 in proportion to their respective holdings of Shares at that date. Year-end dividends may be distributed either in cash or, with shareholder approval, in kind. In addition to year-end dividends, NTT may make cash distributions from its retained earnings to its shareholders or registered pledgees of shares entered or recorded on the register of shareholders and shareholders or pledgees of shares for whom all or part of their shares were not entered or recorded in the register of shareholders pursuant to Article 6 of the NTT Act as of September 30 of each year (interim dividends) provided that approvals are granted by its Board and the Minister. For NTT’s dividend policy, see “Item 8—Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy.” 4 Table of Contents The following table lists the respective shareholder (year-end dividend) and Board (interim dividend) approval dates, as applicable, payment dates and amount of dividends paid by NTT (expressed in Japanese yen and the U.S. dollar equivalents, which were calculated based on the Noon Buying Rate (as defined below under “—Exchange Rate Information”) for Japanese yen on the last date of each period set forth below) for each of the six-month periods indicated. Record Date/Six Months Ended Approval Date Payment Date Dividends per Share* Dividends per Share* (in yen) (in U.S. dollars) September 30, 2012 November 8, 2012 December 10, 2012 ¥40 $0.51 March 31, 2013 June 25, 2013 June 26, 2013 ¥40 $0.42 September 30, 2013 November 8, 2013 December 9, 2013 ¥40 $0.41 March 31, 2014 June 26, 2014 June 27, 2014 ¥45 $0.44 September 30, 2014 November 7, 2014 December 8, 2014 ¥45 $0.41 March 31, 2015 June 26, 2015 June 29, 2015 ¥45 $0.38 September 30, 2015 November 6, 2015 December 7, 2015 ¥50 $0.42 March 31, 2016 June 24, 2016 June 27, 2016 ¥60 $0.53 September 30, 2016 November 11, 2016 December 12, 2016 ¥60 $0.59 March 31, 2017 June 27, 2017 June 28, 2017 ¥60 $0.54 * NTT conducted a two-for-one stock split of its common stock with an effective date of July 1, 2015. The figures for “Dividends per Share” listed above have been adjusted to reflect the impact of the stock split as if the stock split had occurred at the beginning of the first fiscal year listed above. See Note 16 to the Consolidated Financial Statements for a discussion of the Companies Act of Japan (the “Companies Act”) with respect to dividends. Both the payment and the amount of dividends are subject to the level of NTT’s earnings, NTT’s financial condition and other factors, including applicable Government regulatory actions and approval by shareholders and the Board, as applicable, and the Minister. Under Japanese foreign exchange controls currently in effect, dividends paid on Shares held by non-residents of Japan may be converted into any foreign currency and repatriated abroad. Under the terms of the deposit agreement pursuant to which American Depositary Receipts (“ADRs”), which evidence ownership interests in ADSs, are issued by JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), the Depositary is required, to the extent that in its judgment it can convert Japanese yen into U.S. dollars on a reasonable basis and transfer the resulting dollars to the United States, to convert all cash dividends that it receives in respect of deposited Shares into U.S. dollars and to distribute amounts received (after deduction of applicable withholding taxes and expenses of the Depositary) to the holders of ADRs. See “Item 10—Additional Information—Exchange Controls and Other Limitations Affecting Security Holders.” For a discussion of the tax treatment of dividends paid to U.S. holders of ADSs, see “Item 10—Additional Information—Taxation.” Exchange Rate Information In this annual report, all amounts are expressed in Japanese yen (“¥” or “yen”), except as otherwise specified. On June 9, 2017, the Noon Buying Rate was US$1 = ¥110.61. 5 Table of Contents The following table sets forth, for the fiscal periods indicated, certain information concerning the exchange rates for Japanese yen and U.S. dollars based on the noon buying rate in New York City for cable transfers payable in Japanese yen as announced for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”): Fiscal Years Ended March 31 High(1) Low(1) Average(2) Period end(3) (yen per dollar) 2013 94.16 77.92 83.26 94.16 2014 105.25 97.52 100.46 102.98 2015 119.96 101.28 110.78 119.96 2016 123.98 112.42 120.13 112.42 2017 116.78 101.21 108.31 111.41 Months of 2017 High(4) Low(4) Average(5) Period end(6) January 117.68 112.72 114.87 112.72 February 114.34 111.74 112.91 112.06 March 115.02 110.48 112.92 111.41 April 111.52 108.40 110.09 111.44 May 114.19 110.68 112.24 110.71 June (through June 9, 2017) 111.24 109.34 110.26 110.61 (1) The highest and lowest of the Noon Buying Rates on the last business day of each month during the relevant year. (2) The average of the Noon Buying Rates on the last business day of each month during the relevant year. (3) The Noon Buying Rates on the last business day of each relevant year. (4) The highest and lowest of the Noon Buying Rates of each business day in the relevant month/period. (5) The average of the Noon Buying Rates of each business day in the relevant month/period. (6) The Noon Buying Rates on the last business day of each relevant month/period. 6 Table of Contents Risk Factors In addition to the other information contained in this annual report, prospective investors should carefully consider the risks described below related to NTT Group’s business environment, business strategy and operations, regulations to which NTT is subject and NTT’s relationship with the Government. Additional risks not currently known to NTT or that NTT now deems immaterial may also impair NTT Group’s business operations. This annual report also contains forward-looking statements that involve risks and uncertainties. NTT Group’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including the risks NTT Group faces as described below and elsewhere in this annual report. Risks associated with the business environment and NTT Group’s corresponding business strategies NTT Group’s business may be affected by both the global and Japanese economic situation. NTT Group has operations all over the world. An economic slowdown or deceleration in the economic growth of any of these regions may have an adverse effect on the demand for the services that NTT Group provides or on its operations. NTT Group also owns investment securities and other financial assets. If their asset value were to decline because of a recession in the stock and other financial markets, the resulting impairment losses may adversely affect NTT Group’s results of operations. NTT Group pension investments may also be adversely affected by the global and Japanese economic situation. In addition, although NTT Group evaluates its means of capital procurement, including issuing corporate bonds and obtaining loans, any substantial fluctuations in the financial markets may lead to increases in NTT Group’s financing costs. As a result, NTT Group’s results of operations and financial condition may be adversely affected. In response to these risks, NTT Group established a risk management policy, and in accordance with this policy, hedges risks using derivative transactions including forward exchange contracts. In addition, NTT Group is working to diversify its procurement procedures and to secure low-interest and stable financing. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT Group’s operating revenues may suffer from changes in market structure and increased competition. With the growing popularity of smartphones, tablets and high-speed wireless broadband services, the efficient use of signals and low latency, with specifications formulated by the 3rd Generation Partnership Project, the use of cloud services, AI, Big Data and IoT (“Internet of Things,” the concept that all things are connected wirelessly and can be controlled via the Internet) is expanding. At the same time, the structure of the telecommunications services market is changing dramatically as various new stakeholders join telecommunications operators in the market, services provided by over-the-top content (“OTT”) (a content distribution service utilizing other companies’ communications infrastructure, allowing a service provider to distribute services without owning its own communications infrastructure) providers expand, and competition increases on a global level. Additionally, the combination of fixed and mobile telecommunications services has accelerated the development of FMC (fixed-mobile convergence) services. Competition remains active among telecommunications providers, and the competitive environment in which NTT Group operates is becoming more rigorous. NTT Group expects the solutions business to be a major area of growth in the information services market, and hardware vendors and other players are also focused on this business. Moreover, NTT Group conducts a 7 Table of Contents variety of business activities in markets outside of the information and communications sector, and in each market, intense competition resulting from structural changes is increasing. If NTT Group is unable to respond appropriately to increased competition and other changes in the structure of the markets in which it operates, its operating revenues may decline. In the information communications market, NTT Group’s results of operations and financial condition could still be adversely affected if, despite these efforts, the number of subscribers that NTT Group acquires or retains fails to meet expected levels or if subscription ratios for various fee/discount services, trends in the number of subscription transfers to flat-rate services, or other initiatives do not proceed as expected. Moreover, in the information services market, the growth of information service companies in rapidly developing nations, such as India and China, is bringing about global competition. Intensified competition resulting from new competitors’ aggressive market entry may have an adverse effect on NTT Group’s results of operations and financial condition. Furthermore, it is possible that each of NTT Group’s businesses in other markets will fail to achieve forecasted revenues, which may result in an adverse effect on NTT Group’s results of operations and financial condition. In response to these risks, NTT Group implemented measures to accelerate its self-transformation as a “Value Partner” and worked to place the entire NTT Group towards a profit growth track based on the medium-term management strategy “Towards the Next Stage 2.0” formulated and announced in May 2015. Specifically, NTT Group is seeking to expand and establish its global business as a cornerstone of its business operations, promoting efforts to enhance profitability of its domestic network businesses, and creating new markets through the expansion of its B2B2X businesses. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT Group’s growth in its global business may be lower than anticipated. NTT Group is expanding its global business as a cornerstone of its operations, and has also implemented initiatives to accelerate profit creation in this area. However, if these efforts do not progress as anticipated, or the cloud services market does not grow as anticipated, or revenues do not grow as expected due to increased competition or other factors, NTT Group’s results of operations and financial condition may be adversely affected. In response to these risks, and in order to deliver consistent growth of its overseas business operations, NTT Group will strengthen its sales force and marketing efforts, such as by expanding its global accounts and further promoting its up-selling and cross-selling efforts, while strengthening the entire NTT Group’s services and products. In addition, stringent cost-efficiency initiatives are also underway in each of the Group’s companies to, among other things, improve efficiency, optimize services and operations, and lower procurement costs. NTT Group also monitors the progress of these initiatives on a regular basis and responds to any related developments promptly when the need arises. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT Group may not achieve anticipated cost savings. NTT Group is working to generate profits by increasing capital expenditure efficiencies and reducing costs in the domestic fixed-line and mobile communications markets. However, it is possible that NTT Group will be unable to fully achieve the anticipated optimization of its capital expenditures or reductions in sales expenses, 8 Table of Contents facility-related costs, and personnel and other costs due to changes in the competitive environment or due to the current state of progress in streamlining equipment or general business operations. Any such failure to achieve intended cost reductions could adversely impact NTT Group’s results of operations and financial condition. In response to these risks, and to improve capital expenditure efficiencies, NTT Group is working to simplify and streamline the network in each company, as well as further its efficiency in using its existing facilities and reduce procurement costs. Efforts are also being made to promote standardization by utilizing the latest technology. Meanwhile, NTT Group is continuously working to reduce costs and is working to ensure simple yet highly productive business operations based on initiatives such as the conversion to the B2B2X model. NTT Group also monitors the progress of these initiatives on a regular basis and responds to any related developments promptly when the need arises. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT Group’s international and domestic investments, acquisitions, alliances and corporate collaborations may not be successful, or NTT Group may be unable to exert the necessary control over its investments. NTT Group engages in joint ventures, alliances and collaborations, as well as acquisitions and other strategic investments to expand its global business operations in particular in response to changes in market structure and customers’ needs. However, NTT Group may not be able to maintain or enhance the value or financial performance of, or achieve sufficient synergies with, the domestic or overseas operations in which it has invested or agreed to invest or that it may in the future acquire. In addition, there may be occasions when NTT Group will suffer potential losses resulting from the dissolution or disposition of its investments, partnerships or other cooperative initiatives. Furthermore, the recent increase in the number of foreign subsidiaries within NTT Group may result in increased fragmentation within the group and render a common understanding difficult to achieve. There may be occasions when it is difficult for NTT to exert the control over its overseas subsidiaries necessary to oversee their business and operations. In addition, there is a risk that factors related to cross-border business, such as legal restrictions relating to investment and competition, differences in tax systems, differences in business customs including contract practices, labor relations, and international politics, may pose challenges to NTT Group’s management of its overseas business activities. If such risks materialize, NTT Group’s results of operations and financial condition may be adversely affected. In response to these risks, NTT Group is proactively striving to expand its global business operations, and has worked to achieve expected returns from these endeavors by carrying out periodic post-acquisition monitoring of its investments. In addition, NTT Group is taking initiatives to enhance its group governance and risk management. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT Group may be unable to obtain the licenses for third-party intellectual property necessary for the operation of its business, may be subject to claims related to the infringement of the intellectual property from other companies, or may be unable to protect its own intellectual property rights, all of which could adversely affect its business operations and financial position. In order for NTT Group and its business partners to carry out their business operations, they at times need to obtain licenses and other rights to use the intellectual property and other rights of third parties. NTT Group and its business partners have entered into the necessary intellectual property licenses, and based on their experience 9 Table of Contents as well as industry practice, NTT Group believes that it will continue to be able to obtain such licenses on reasonable terms. However, if NTT Group is unable to reach or maintain agreements with the holders of such rights on commercially acceptable terms or at all, NTT Group and its business partners may not be able to provide certain technologies, products or services to its customers. Further, as NTT Group’s global business expands, particularly through overseas acquisitions, claims of intellectual property infringement and other claims against NTT Group, particularly by foreign corporations in jurisdictions in which it has completed acquisitions, may increase as it develops new products, services and technologies, and acquires companies that may be subject to ongoing or future intellectual property litigation. If NTT Group is subject to claims of infringement of intellectual property rights, it may be required to expend considerable time and costs to reach a resolution. If such claims are determined adversely to NTT Group, it may be required to pay substantial damages or royalties to third parties, or may be subject to a temporary or permanent injunction preventing certain NTT Group companies from offering certain products or services and required to develop non-infringing products or technologies, which could result in a loss of revenues from businesses related to such rights. Further, any improper use by third parties of NTT Group’s intellectual property and other rights could result in a decrease in NTT Group’s contemplated license revenues and compromise NTT Group’s competitive advantage. The occurrence of any of these risks could adversely affect NTT Group’s results of operations and financial condition. In response to these risks, NTT Group strategically acquires intellectual property rights, and periodically conducts assessments of intellectual property rights, including measures to properly identify intellectual property rights held by NTT Group and by third parties. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT Group may be unable to hire or retain necessary personnel, which could have an adverse effect on NTT Group’s results of operations and financial condition. A number of companies both in Japan and abroad have entered the information and telecommunications market, in which the diversity and sophistication of services and technology has rapidly increased, and where changes in the market, with a focus on cloud services in particular, are expected to accelerate even further going forward. In this environment, NTT Group’s ability to hire and retain highly skilled personnel significantly affects the success of its business. If the hiring or retention of such key, highly skilled personnel by NTT Group does not proceed as expected, it could adversely affect NTT Group’s ability to develop new technologies, design new products, enhance its existing products and execute its growth strategy, which could negatively impact its results of operations and financial condition. In response to these risks, NTT Group implemented measures to strengthen employee training, in addition to providing training in collaboration with the government, other businesses and educational institutions. In addition, NTT Group works to understand each employee’s work responsibilities, work environment, compensation and benefits and career goals by arranging regular meetings with employees, to enable NTT Group to implement preventive measures promptly as necessary to retain its employees. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. 10 Table of Contents Risks associated with business management Cyberattacks could cause service interruptions or cause the quality of NTT Group’s service to decline, which may affect NTT Group’s results of operations and financial condition. In recent years, as threats related to information security have become increasingly sophisticated and diversified, causing incidents such as damage due to cyberattacks and information leaks to emerge as social problems, developing information security countermeasures for smartphones, cloud services and other new ICT services has become an increasing concern. Given these circumstances, service interruptions or disruptions in the quality of NTT Group’s services due to cyberattacks, such as targeted attacks or unauthorized access of NTT Group’s communication networks, servers or other equipment, or the leakage, tampering or loss of information due to intrusions into company networks, could occur, which could harm NTT Group’s credibility and corporate image and thereby adversely affect NTT Group’s results of operation and financial condition. In response to these risks, NTT Group has been promoting the introduction of the latest research results, continuously strengthening network security, and strengthening its efforts to train highly-skilled personnel in the security field. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. System disruptions, network disruptions, disruptions to business operations or issues with system architecture that occur as a result of natural disasters may affect NTT Group’s results of operations and financial condition. NTT Group has operations both domestically and abroad, and supports society and business activities through its communications networks and information systems. In addition, NTT Group provides a multitude of services that serve as necessary lifelines that ensures people’s safety in their everyday lives. With respect to the provision of these services, natural disasters such as earthquakes, tsunamis, typhoons and floods, pandemics such as new strains of influenza, and other issues including a larger-than-expected increase in telecommunication traffic, terrorism, armed action, regional conflict and various other events could cause system and network failure or threaten the safety of NTT Group employees. As a result, there may be occasions when disruptions in NTT Group’s business operations make it impossible to provide reliable services, which may lead to NTT Group being held liable for related damages, potentially damaging NTT Group’s credibility and corporate image. A large-scale disaster in particular could not only severely damage NTT Group’s telecommunications networks, but could also harm NTT Group employees or cause damage to systems that could take a long time to restore, and the resulting emergency electricity use restrictions could hinder NTT Group’s ability to provide reliable services. These events may lead to reductions in income and substantial repair costs. In response to these risks, NTT Group has implemented a variety of measures, including strengthening the durability and water resistance of exchange offices, re-assessing its transmission lines, and making capital investments in its network facilities to strengthen network resilience, accelerate response time in the event of malfunctions and conduct safety confirmation drills for its employees in preparation for disasters. Through these various efforts, NTT Group is taking steps towards ensuring safe and secure operations of its networks and systems which are essential to the provision of services. NTT Group also provides and delivers systems and services to customers in the system integration business, which typically operates under a service contract model in which services are completed from the receipt of orders through the delivery dates. As a result of this model, NTT Group generally assumes full contractual responsibility at all stages, but there is a possibility that a deviation from initial estimates or problems in project management at the development stage could result in cost overruns or losses due to delivery delays. 11 Table of Contents In response to these risks, for projects that are above a certain size, NTT Group has a review committee review cost estimates and the feasibility of project plans, and also monitors the progress of projects after they have been commissioned. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT’s reputation and credibility may be affected by fraud or misconduct in Japan or abroad, or by inappropriate use or leaks of confidential business information and personal information. NTT Group is subject to a wide variety of laws and regulations, as the scope of its business encompasses a variety of products and services both in Japan and abroad. As a result, some of NTT Group’s business activities require licenses, notifications, and permit approvals. In addition, it is possible that NTT Group’s growing business operations, especially outside of Japan, could be subject to additional burdens stemming from, among other things, the local rules and regulations of the countries in which NTT operates, or the lack thereof, the unpredictable nature of commercial and judicial interpretations of such local laws, the adoption of new laws and the revision of existing laws. With respect to laws and regulations, it may not always be possible to eliminate compliance risk and reputational risk from loss of credibility, including, for example, in the case of an employee’s improper personal behavior. The occurrence of any of the risks described above could adversely affect NTT Group’s business, including its reputation and credibility, as well as NTT Group’s ability to obtain new subscribers or its eligibility to secure governmental contracts, which could in turn adversely affect NTT Group’s results of operations and financial condition. In response to these risks, based on NTT Group’s understanding that legal compliance is an extremely important corporate responsibility, NTT Group is working towards further strengthening its compliance systems in light of the recent tightening of bribery and anti-corruption laws in foreign countries, particularly the United States and the United Kingdom. There is increasing societal demand to ensure the protection of confidential information, such as customers’ personal information, as well as increasing requirements to protect such information from a legal standpoint. However, given the further sophistication of criminal activities aimed at obtaining personal information and other confidential information, it is possible that NTT Group will be unable to eliminate the risk of a leak or misuse of confidential information. In response to these risks, NTT Group has historically made efforts to protect confidential information, such as its customers’ personal information, and NTT Group has also implemented the “NTT Group Information Security Policy,” which requires enhanced internal information management, training and awareness-raising for officers and employees. NTT Group expects to continue being able to ensure the proper management of confidential information in accordance with this policy. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. Misuse of products and services offered by NTT Group may have an adverse impact on NTT Group’s credibility and corporate image and could expose NTT Group to liability. NTT Group’s products and services may be inappropriately used by users. For example, if cybercrimes, such as unsolicited bulk e-mails, illegal money transfers made through online banking, or bank transfer scams, are perpetrated using NTT Group’s services, or if NTT Group customers experience incidents of unsolicited bulk e-mails being sent through its servers, NTT Group customers may be harmed as a result of these actions. Further, there has been a wide range of debate regarding minors’ access to illegal or harmful websites, and the effectiveness of filtering services intended to restrict minors from accessing such harmful sites. In addition, there are also concerns over the increasing incidence of accidents caused by the use of mobile phones while operating vehicles or bicycles, as well as issues with increasing occurrence of problems caused by the use of mobile phones while walking. In addition, there are issues concerning the high fees charged for the 12 Table of Contents excess use of paid content by subscribers and the leaking of private information by fraudulent applications and software. Such issues may adversely affect the credibility of NTT Group’s products and services, adversely impact customer satisfaction, and tarnish NTT Group’s corporate image, which may result in an increasing number of cancellations among current subscribers and an inability to acquire the anticipated number of new subscribers, which could adversely affect NTT Group’s results of operations and financial condition. In response to these risks, NTT Group has worked to provide products and services that can be used comfortably and securely, including providing locks on smartphone use while users are walking, filtering and other functions, and has promoted awareness activities to improve knowledge and personal behaviors with respect to its products and services. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. NTT Group may be subject to unfavorable decisions in litigation or other proceedings, which could have an adverse effect on its operations. Because NTT Group operates through a large number of sites both domestically and abroad, and offers a wide array of goods and services, it is possible that NTT Group will become a party to various types of litigation, disputes, or claims for damages. If NTT Group were to become party to any such litigation, dispute, or claim for damages, in addition to the possibility of a potential financial burden, an unfavorable decision could harm NTT Group’s credibility and corporate image, and thereby adversely affect NTT Group’s results of operation and financial condition. In response to these risks, NTT Group monitors litigation, disputes and claims against all NTT Group companies, including currently active claims and pending claims, and responds to any related developments promptly when the need arises. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. Risks associated with the Government, including rules, regulations and others Changes or decisions regarding telecommunications regulations may affect NTT Group’s business. The regulation of the Japanese telecommunications industry has evolved in many areas, including amendments to telecommunications laws aimed at promoting competition, protecting service users and other purposes. Decisions relating to Government regulations and the resulting changes in the telecommunications industry may affect NTT Group’s results of operations and financial condition. In response to these risks, NTT Group is taking appropriate steps to obtain necessary information on developments relating to the Government’s information and telecommunications policies and regulations, and has also presented its views through public comments and hearings. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. For a summary of Government regulations currently under review, see “Item 4—Information on the Company—Regulations.” The frequencies that NTT Group can use are limited, and it is possible that it will not be able to secure adequate frequency spectrum for its operations. NTT Group has limited frequencies available for its services. While the number of subscribers and the traffic per subscriber are expected to increase in conjunction with the expanded use of devices such as smartphones and tablets, if NTT Group were unable to obtain the frequency spectrum required for unhindered operation or if the start of operations on a different band frequency did not progress as planned, NTT Group may suffer degradation of service quality and incur additional costs. 13 Table of Contents In addition, NTT Group may face constraints in providing wireless services or lose subscribers to competitors, which could have a material adverse effect on NTT Group’s results of operations or financial condition. In response to these risks, NTT Group is working to obtain new frequencies and implementing carrier aggregation with respect to its mobile communications networks to improve the efficiency of frequency usage. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. For details, see “Item 4—Information on the Company—Regulations.” NTT Group may be impacted by laws, regulations and systems relating to the environment, such as those relating to reduction of greenhouse gas emissions. NTT Group is subject, both in Japan and overseas, to laws and regulations relating to the environment, such as those governing the reduction of greenhouse gas emissions, energy conservation, waste disposal and harmful substance removal. In the event that stricter laws and regulations and societal demands with respect to the environment materialize in the future, or new laws and regulations are introduced, costs may increase, which may impact NTT Group’s financial condition and results of operations. In response to these risks, NTT Group is working to reduce the environmental burden on society by implementing a variety of forward-looking measures, such as introducing highly efficient power supplies and reusing and recycling telecommunications facilities, in order to comply with such laws and regulations relating to the environment. However, there can be no assurance that NTT Group’s efforts will ultimately prove to be successful. The Government owns enough NTT Shares to give it considerable influence over whether resolutions at NTT shareholder meetings are adopted, and rules and regulations in Japan provide the Government with regulatory authority over NTT Group companies. The Government, through the Minister of Finance, currently owns 32.39% of NTT’s issued Shares (33.70% of NTT’s outstanding Shares excluding treasury stock), which equates to 33.74% of the voting rights, calculated on the basis of issued Shares minus treasury stock and less-than-one-unit shares. The Government, in its capacity as a shareholder, votes at NTT shareholder meetings and, by virtue of its statutorily mandated position as the largest shareholder, has the power to exert considerable influence over decisions made at such meetings. In 1997, in a statement at the Diet, the Government stated that it did not intend to actively use its position as a shareholder to direct the management of NTT. In fact, the Government has not historically used its power as a shareholder to direct the management of NTT. For details regarding the regulatory authority the Government legally has with respect to NTT Group, see “Item 4—Information on the Company—Regulations.” Investors may have difficulty enforcing judgments under the laws of foreign countries, including the U.S. securities laws regarding the civil liabilities of NTT. NTT is a limited liability, joint-stock corporation established under the laws of Japan. All of NTT’s directors and management reside in Japan. All or a substantial portion of the assets of such persons or NTT are located in Japan. As a result, it may not be possible for investors to effect legal service of process outside Japan upon such persons or NTT or to enforce against them judgments predicated upon the laws of foreign countries, including the civil liability provisions of the U.S. securities laws, in federal or state courts in the United States or other foreign courts. NTT has been advised by its Japanese counsel that there is uncertainty as to the enforceability, in actions originated in Japan, of liabilities predicated solely upon the laws of foreign countries, including the U.S. securities laws, and as to the enforceability in Japan of judgments of federal or state courts in the United States or other foreign courts obtained in actions predicated upon the laws of foreign countries, including the civil liability provisions of the U.S. securities laws. 14 Table of Contents Forward-Looking Statements Some of the statements made in this annual report are forward-looking statements. These include statements with respect to NTT’s plans, strategies and beliefs and other statements that are not historical facts. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of NTT Group’s future operations, financial performance, events or conditions. The statements are based on management’s assumptions and beliefs in light of the information currently available to it. These assumptions and beliefs include information concerning NTT Group and the economy and telecommunications industry in Japan and overseas. The assumptions also involve risks and uncertainties which may cause NTT Group’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Potential risks and uncertainties include: (i) changes in economic conditions, fluctuations in exchange and interest rates, and volatility in securities and other financial markets in Japan and other countries; (ii) NTT Group’s fund procurement; (iii) the effects of changes in market structure and increased competition on NTT Group’s operating revenue; (iv) the pricing of services, including risks and uncertainties associated with the reduction in revenues that may result from changes in rates; (v) the ability of NTT Group to maintain growth and the success of new business models and services and businesses; (vi) projections of future usage of NTT Group’s networks, including broadband services, 3G mobile subscriber services, wireless broadband services through LTE and other Internet-related businesses; (vii) risks and uncertainties associated with the growth of NTT Group’s global businesses; (viii) technology substitution and changes in available technology; (ix) the progress of NTT Group’s efforts to reduce costs; (x) NTT Group’s international and domestic investments, alliances and collaborations; (xi) the ability of NTT Group to obtain licenses or other rights to use the intellectual properties of third parties that are necessary for NTT Group to conduct its business; (xii) the ability of NTT Group to hire or retain necessary personnel; (xiii) the effect on NTT Group’s financial condition and operating results of system/network failures and problems arising during system construction due to causes including: earthquakes, typhoons, other natural disasters and pandemics; power shortages, malfunctioning of equipment, hardware or software failures (including failures of systems or services that NTT Group provides or delivers to customers; cyberattacks, acts of terrorism, armed action, regional conflict, intentional wrongdoing and sabotage; and other similar natural disasters or acts of wrongdoing; (xiv) fraud or misconduct, such as the improper handling and leaking of confidential information obtained in the course of NTT Group’s business, such as customers’ personal information, in Japan and other countries; (xv) the occurrence of crime and other social problems resulting from improper use by certain users of products or services offered by NTT Group; 15 Table of Contents (xvi) concerns over health risks and safety issues associated with the use of products and services offered by NTT Group; (xvii) the effect of ongoing or potential litigation, and the subsequent outcome or rulings of government agencies; (xviii) the effect of the introduction of, or changes to, various laws and regulations, including changes or decisions regarding telecommunications regulations, such as future decisions regarding the setting of interconnection rates and changes to the NTT Act; (xix) the ability of NTT Group to add capacity to its existing networks; for example, the possibility that NTT DOCOMO is unable to secure the necessary frequency spectrum for operation or expand its facilities; (xx) the introduction of new laws and regulations, and the strengthening of existing laws and regulations, relating to the environment, such as the reduction of greenhouse gas emissions; and (xxi) any decision by the Government of Japan to exercise its power to exert influence over decisions made at NTT general meetings of shareholders. Investors should not rely on any obligation of NTT Group to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and NTT Group disclaims any such obligation. NTT desires to qualify for the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 16 Table of Contents
NTT Group Operations and Segment Overview * Figures represent NTT’s equity interest, whether direct or indirect, in each of its subsidiaries as of March 31, 2017. NTT and its principal subsidiaries listed above are all incorporated in Japan, with the exception of Dimension Data,…
NTT Group Operations and Segment Overview * Figures represent NTT’s equity interest, whether direct or indirect, in each of its subsidiaries as of March 31, 2017. NTT and its principal subsidiaries listed above are all incorporated in Japan, with the exception of Dimension Data, which is incorporated in the United Kingdom. NTT Group is the largest provider of fixed and mobile voice related services, IP/packet communications services, telecommunications equipment, system integration and other telecommunications-related services in Japan and operates one of the largest telephone networks in the world. NTT Group consists of NTT (as the holding company), its 944 subsidiaries and its 118 affiliated companies (as of March 31, 2017). The principal business segments of NTT Group are its regional communications business, long distance and international communications business, mobile communications business, and data communications business. NTT Group also has an other business segment. Details of each principal business segment and the consolidated subsidiaries within each principal business segment are described below. NTT Group’s five business segments are described under Note 18 to the Consolidated Financial Statements. The principal services in the regional communications business segment are intra-prefectural communications services and related ancillary services. NTT’s consolidated subsidiaries in the regional communications business segment are NTT East, NTT West, and 49 other companies. The principal services in the long distance and international communications business segment are domestic inter-prefectural communications services, services related to the international communications business, services related to the solutions business and related services. NTT’s consolidated subsidiaries in the long distance and international communications business segment are NTT COMMUNICATIONS, Dimension Data Holdings plc, NTT Security Corporation, NTT America, Inc., NTT EUROPE LTD., Lux e-shelter 1 S.a.r.l., Arkadin International SAS, RagingWire Data Centers, Inc., Virtela Technology Services Incorporated, NETMAGIC SOLUTIONS PRIVATE LIMITED, GYRON INTERNET LIMITED, NTT Plala Inc., Spectrum Holdings Inc., and 368 other companies. The principal services in the mobile communications business segment are mobile phone services and related services. NTT’s consolidated subsidiaries in the mobile communications business segment are NTT DOCOMO(*1) and 117 other companies. (*1) NTT DOCOMO was incorporated in Japan as a joint-stock company in 1991. As of March 31, 2017, NTT’s ownership interest in NTT DOCOMO was 66.66% (including shares owned indirectly). The principal services in the data communications business segment are network system services and system integration services. The consolidated subsidiaries in the data communications business segment are NTT DATA(*1), NTT DATA, Inc., NTT DATA Services, LLC, EVERIS PARTICIPACIONES, S.L.U., NTT Data International L.L.C., and 296 other companies. (*1) NTT DATA was incorporated in Japan as a joint-stock company in 1988. As of March 31, 2017, NTT’s ownership interest in NTT DATA was 54.21% (including shares owned indirectly). 17 Table of Contents The other business segment includes NTT’s operations, and its real estate, finance, construction and power, systems development and development of advanced technologies businesses. NTT’s consolidated subsidiaries in the other business segment are NTT Urban Development, NTT FINANCE, NTT FACILITIES, NTT COMWARE CORPORATION, NTT ADVANCED TECHNOLOGY CORPORATION, and 88 other companies. Main Services NTT Group provides fixed-line broadband and fixed-line telephone services through NTT East and NTT West, and is the largest provider of such services in Japan. As of March 31, 2017, the number of combined NTT East and NTT West broadband service subscriptions for Hikari Access services and for ADSL services was 20,053 thousand subscriptions and 919 thousand subscriptions, respectively. Aggregate subscriber line subscriptions, which is the sum of fixed-line telephone service subscriptions and ISDN service subscriptions, totaled 21,336 thousand subscriptions. In addition, NTT Group provides internet service provider (“ISP”) services through NTT Communications and others. As of March 31, 2017, the number of ISP service subscriptions was 11,231 thousand subscriptions. NTT Group provides mobile broadband and mobile voice communications services through NTT DOCOMO. This service is provided through two networks, LTE and W-CDMA. As of March 31, 2017, NTT DOCOMO had 74,880 thousand subscribers and was the largest provider of mobile phone services in Japan. NTT Group provides data communications services through NTT DATA. NTT DATA is the leading provider of data communications systems and information systems using computer networks as a platform in Japan. NTT DATA primarily engages in strategic planning, designing, installing and operating data communications systems and computer network-based information systems, and providing IT services. In addition, through its subsidiaries, NTT Group provides financial services, including issuing leases and credit cards, real estate services, including building rentals and apartment sales, systems development services, and construction-related services, including the design, construction and maintenance of buildings. NTT’s Agent for U.S. Federal Securities Law Purposes NTT’s agent for U.S. federal securities law purposes is NTT America, Inc., located at 757 Third Avenue, 14th Floor, New York, NY 10017. NTT is located at 5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8116, Japan (Phone number: +81-3-6838-5481). NTT’s Internet website address is http://www.ntt.co.jp/index_e.html. The information on NTT’s website is not incorporated by reference into this document. This annual report will be placed on NTT’s Internet website concurrently with its filing with the United States Securities and Exchange Commission (the “SEC”). History (1) Background On August 1, 1952, pursuant to the Nippon Telegraph and Telephone Public Corporation Act (Act No. 250 of July 31, 1952), NTT Public was incorporated, with its capital stock wholly owned by the Government. On April 1, 1985, pursuant to the Nippon Telegraph and Telephone Corporation Act (Act No. 85 of December 25, 1984), NTT was established, with its capital stock wholly owned by the Government. When NTT was established, it succeeded to all the rights and obligations of NTT Public. 18 Table of Contents (2) History April 1985 NTT was incorporated as a limited liability, joint-stock company. February 1987 NTT’s Shares were listed on the Tokyo Stock Exchange (the “TSE”) and other stock exchanges in Japan. July 1988 NTT’s DATA Communications Division was transferred to NTT DATA System Service Corporation. April 1992 Implemented organizational reform corresponding to the long distance and regional communications service divisions through a review of, and commitment to, a divisional system. July 1992 Business operations relating to car phones, mobile phones, maritime telephones, aircraft passenger telephones and radio paging were transferred to NTT Mobile Communications Network, Inc. December 1992 NTT’s electricity, construction and building management operations were transferred to NTT FACILITIES. September 1994 NTT ADSs were listed on the New York Stock Exchange (the “NYSE”). October 1994 NTT’s Shares were listed on the London Stock Exchange. April 1995 NTT DATA System Service Corporation was listed on the TSE. September 1997 NTT transferred its software headquarters business to NTT COMMUNICATIONWARE CORPORATION. August 1998 NTT DATA System Service Corporation changed its business name to NTT DATA CORPORATION. October 1998 NTT Mobile Communications Network, Inc. was listed on the TSE. July 1999 Implemented a group reorganization by which NTT became a holding company. Operation of NTT’s intra-prefectural communications services was transferred to its two wholly owned subsidiaries, NTT East and NTT West, and inter-prefectural communications services were transferred to NTT COMMUNICATIONS CORPORATION, also a wholly owned subsidiary of NTT. April 2000 NTT Mobile Communications Network, Inc. changed its business name to NTT DOCOMO, INC. November 2000 NTT COMMUNICATIONWARE CORPORATION changed its business name to NTT COMWARE CORPORATION. March 2002 NTT DOCOMO, INC. was listed on the London Stock Exchange and the NYSE. November 2004 NTT URBAN DEVELOPMENT CORPORATION was listed on the TSE. January 2009 NTT implemented a 100-for-1 common stock split. July 2015 NTT implemented a 2-for-1 common stock split. April 2017 NTT voluntarily delisted its ADSs from the NYSE. Reorganization On July 1, 1999, certain of NTT’s business activities were transferred to NTT’s wholly owned subsidiaries NTT East, NTT West and NTT Communications. Under the Act to Amend the Nippon Telegraph and Telephone Corporation Act promulgated in June 1997, NTT is required to hold 100% of the share capital of NTT East and NTT West. NTT East provides regional telecommunications and related services in the Hokkaido, Tohoku, Kanto and Shin-etsu regions of Japan. NTT West provides regional telecommunications and related services in the Tokai, Hokuriku, Kansai, Chugoku, Shikoku and Kyushu regions of Japan. NTT Communications provides domestic inter-prefectural telecommunications, data transmission services such as IP-VPN (Virtual private network) and OCN, and other network and ancillary services throughout Japan. NTT Communications also offers international telecommunications services and intra-city telecommunications services. 19 Table of Contents After the transfer of certain business activities in 1999, NTT began to operate primarily as a holding company. The principal sources of NTT’s revenues consist of the following three categories: • dividends from its subsidiaries; • payments for providing management services through contracts with its subsidiaries; and • payments for its fundamental research and development activities through contracts with each of its subsidiaries that benefit from NTT’s research and development activities. NTT is directly responsible for formulating and promoting the overall strategy of NTT Group, setting financial targets for NTT Group and conducting fundamental research and development for NTT Group. The presidents of NTT East, NTT West, NTT Communications, NTT DOCOMO, NTT DATA and NTT meet from time to time to discuss the strategy of NTT Group. Generally, each of the companies within NTT Group operates autonomously. However, each company must discuss with, or report to, NTT certain fundamental business decisions relating to that company, including amendments to its articles of incorporation, mergers and consolidations, assignments and transfers of businesses, election and removal of directors and corporate auditors, appropriation of profits, increases in share capital, investments, including international investments, loans and guarantees, and the establishment of business operation plans. See “Item 4—Information on the Company—Regulations—NTT Act” regarding recent developments concerning NTT Group’s managerial structure. Voluntary Delisting from the NYSE In light of changes in the Japanese stock market environment that have taken place since NTT initially listed its ADSs on the NYSE, NTT decided to voluntarily delist its ADSs from the NYSE, effective April 3, 2017, as NTT determined that the necessity to remain listed on the NYSE had decreased while the costs associated with being an NYSE-listed company had increased. Following NTT’s delisting from the NYSE, NTT’s ADSs have traded on the U.S. over-the-counter market. NTT’s Shares are currently only listed on the Tokyo Stock Exchange. Business Operations of Subsidiaries NTT Group has undertaken several initiatives to improve its management efficiency and promote cost savings. These include the transfer from NTT to its subsidiaries of certain functions, including telecommunications software and systems development, facility management and maintenance, equipment sales and directory assistance. In addition, NTT Group has begun making these services available not only to NTT Group companies but also to third parties, thereby creating new revenue sources. NTT expects its subsidiaries, as independent companies, to take greater responsibility for the profits or losses of their operations and to have a stronger incentive to boost revenues and cut costs as compared to when they were divisions of NTT. As of March 31, 2017, NTT had 1,062 subsidiaries and affiliated companies. The major changes to each NTT Group company’s business operation structure are as described below. Reorganization of Business Operations Structures of NTT East and NTT West In May 2002, NTT transferred an aggregate of approximately 100,000 NTT East and NTT West employees to approximately 100 regional outsourcing companies with specializations in three fields: facilities and equipment, sales and marketing, and administration and accounting. In July 2005, NTT East consolidated the three fields of its regional outsourcing companies into prefectural units, and outsourced branch corporate marketing operations to these new companies as well. 20 Table of Contents In July 2014, NTT East revised its business management structure in response to the changing market and business environments in order to further enhance operational efficiency and promote service provision by working even more closely with local communities. Specifically, in order to further promote the efficiency of its 17 branch offices in each prefecture of the NTT East area, NTT East merged its branch offices into six business divisions and consolidated operations for efficiency where possible. To promote service provision in even closer conjunction with the local communities, NTT East established 29 branch offices as internal units within these business divisions, which divide the larger markets, namely the greater Tokyo metropolitan area (Tokyo, Kanagawa, Chiba and Saitama) and Hokkaido. In connection with these developments, NTT East reorganized its 17 regional subsidiaries in each prefecture of the NTT East area and NTT East Solutions Corporation, which had overseen corporate sales in the Tokyo area, into four companies. In addition, in order to further increase business efficiency and to promote greater consistency in, and improvement of, service levels, front office operations (including 116 call centers) that had previously been outsourced to multiple companies were re-established as NTT EAST JAPAN SERVICE CORPORATION to operate in a centralized manner. In July 2006, NTT West modified the organization of its headquarters and reinforced its prefectural branch functions. In conjunction with these developments, NTT West also consolidated its facilities and equipment, sales and marketing, and administration and accounting subsidiaries. Furthermore, in April 2008, NTT West established six new companies, including NTT West-Home Techno Corporation, which commenced operations in July 2008. In July 2012, in order to promote and expand strategic growth businesses and to further expand its business areas, NTT West consolidated the NTT West-Home Techno companies into the newly formed NTT Home Techno Corporation. In addition, in October 2013, NTT Business Solutions Corporation was established through the merger and name change of eight regional subsidiaries and six IT-MATE companies in response to the need for stronger sales capabilities in business markets including small- to medium-sized businesses, whose need for ICT use is expected to grow in the future. Services other than information and communications systems proposals, construction, and support for business users have been transferred from eight regional subsidiaries to NTT MARKETING ACT CORPORATION, NTT FIELDTECHNO (name changed from NTT HOMETECHNO), NTT NEOMEIT CORPORATION, and NTT BUSINESS ASSOCIE WEST Co., Ltd. Reorganization of Business Operations Structure of NTT Communications In the fiscal year ended March 31, 2007, NTT Group conducted a review of its corporate businesses and upper layer businesses. Specifically, with respect to its corporate businesses, NTT Group also revised its customer accounts system. Since that time, NTT East and NTT West have been responsible for customers who require more locally oriented service, while NTT Communications has been responsible for other customers such as central government agencies, city banks, and trading companies. Further, with respect to upper layer businesses, companies that operate portal websites and provide Internet access services and video distribution services for television became subsidiaries of NTT Communications. In May 2012, NTT Communications established NTT COM Marketing to consolidate NTT Group’s resources under a single company, with the goal of strengthening sales to small- and medium-sized businesses. NTT COM Marketing began operations in August 2012. NTT COM Marketing succeeded the sales business of NTT Com CHEO, including its marketing support operations, through an absorption-type company split. Further, NTT Com Technology Corporation and NTT Com Solution & Engineering Corporation have worked to further strengthen the competitiveness of their solutions businesses and engineering businesses, and in conjunction with reviews of their respective business objectives and goals, changed their respective names to NTT Com Solutions Corporation and NTT Com Engineering Corporation in January 2015. 21 Table of Contents Reorganization of Business Operations Structure of NTT DOCOMO In July 2008, NTT DOCOMO reorganized its group structure to merge its eight regional subsidiaries, including NTT DoCoMo Hokkaido, Inc., into NTT DOCOMO. Furthermore, in July 2014, NTT DOCOMO reorganized 25 business service subsidiaries nationwide into 12 companies, including DOCOMO CS Co. Ltd., in order to be able to make further improvements to the services it provides at the community level. Reorganization of Business Operations Structure of NTT DATA Since January 2012, NTT DATA has conducted its business operations largely through NTT DATA, Inc. in the U.S., NTT DATA EMEA Ltd. in Europe, the Middle East and Africa, NTT DATA (CHINA) INVESTMENT Co., LTD. in China, and NTT DATA Asia Pacific Pte. Ltd. in the Asia-Pacific region, in response to the accelerating global business needs of its customers, with the goals of both building a global-scale structure that provides an operational system supported by rapid service, and of strengthening the NTT DATA brand abroad. Further, in April 2012, NTT DATA changed its corporate logo to a globally uniform design and initiated business development under the new brand logo. Furthermore, NTT DATA’s acquisition of EVERIS PARTICIPACIONES, S.L.U. (“everis Group”) in January 2014, which has operations in Spain and major countries in Latin America, has enabled NTT to provide comprehensive IT services to customers in these regions. Effective January 7, 2015, NTT DATA designated NTT DATA (CHINA) INVESTMENT Co., LTD. as its primary Chinese subsidiary and integrated and reorganized NTT DATA (CHINA) Co., LTD. and NTT DATA (CHINA) Information Technology Co., LTD. In July 2015, with a view to being able to respond to changes in the business environment in the medium- and long-term and to further promote business cooperation, NTT DATA revised its operating structure from a company system to a divisional system. In March 2016, NTT DATA agreed to acquire the Dell Services Division (consisting of Dell Systems Corporation, Dell Technology & Solutions Limited and Dell Services Pte. Ltd., and Dell Group’s IT services-related assets mainly in North America) from Dell Inc. After completing the acquisition of over 99.9% (asset value base) of Dell Services by March 6, 2017, beginning in April 2017, NTT DATA launched a new operating structure under which the Dell Services Division was consolidated with NTT DATA’s existing North American entity, NTT DATA, Inc., to begin operating as NTT DATA Services. Implementation of Billing and Collection Operations for Communications Services and Other Charges by NTT Finance Starting in July 2012, NTT Finance commenced billing and collection operations with respect to communications services and other charges. The staff involved in billing and collection at NTT East, NTT West, NTT Communications and NTT DOCOMO were brought into NTT Finance as a team of specialists to carry out these operations. As a result, NTT Group was able to meet customer demand with respect to the ability to make one-stop payments, in response to the current environment in which individuals and households use multiple communications services, such as fixed-line telephones, mobile phones, broadband and ISP services. While each NTT Group company has heretofore taken initiatives to improve efficiency with respect to billing and collection operations for communications services, NTT Group is continually seeking further improvements in quality and efficiency. Principal Business Activities NTT Group’s businesses are segmented according to its five primary lines of business: regional communications business, long distance and international communications business, mobile communications business, data communications business, and other business. See Note 18 to the Consolidated Financial Statements attached hereto. 22 Table of Contents The business results for each principal business segment for the fiscal year ended March 31, 2017 are as follows: Regional Communications Business Segment In the regional communications business segment, NTT Group worked to develop its B2B2X business through the Hikari Collaboration Model, the wholesale provision of fiber-optic access infrastructure services to various service providers. [1] Details of Main Initiatives With regard to the Hikari Collaboration Model, the number of service providers providing wholesale service was approximately 550 companies at the end of the fiscal year ended March 31, 2017, as NTT Group further expanded collaborative projects with not only business operators in the communications industry, energy industry, real estate industry, and security industry, but also business operators in diverse industries including the housing industry and media industry in the fiscal year ended March 31, 2017. Furthermore, in the housing industry, new use cases were born, including providing total lifestyle support after home purchases, which includes a combination of this model and HEMS service and lifestyle-related services. As a result of these initiatives, the number of fiber-optic access service subscriptions using this model was 8.74 million. With the development of the Hikari Collaboration Model, NTT Group worked to continually reduce marketing costs. Furthermore, by simplifying and streamlining networks and further increasing the usage of existing facilities, NTT Group worked to make capital investment more efficient. As companies and local governments are proactively promoting the use of Wi-Fi as a powerful information service tool, in various regions, NTT Group continually worked to improve convenience for the increasing number of visitors to Japan by expanding the coverage area of Wi-Fi, resulting in the number of Wi-Fi area owners reaching 557. [2] Number of Subscriptions for Major Services • FLET’S Hikari: 20.05 million subscriptions (an increase of 0.79 million subscriptions from the previous fiscal year) (Included in the above) Hikari Collaboration Model: 8.74 million subscriptions (an increase of 4.05 million subscriptions from the previous fiscal year) • Hikari Denwa: 17.76 million channels (an increase of 0.38 million channels from the previous fiscal year) • FLET’S TV: 1.52 million subscriptions (an increase of 0.09 million subscriptions from the previous fiscal year) Note: The figures for “FLET’S Hikari,” “Hikari Denwa” and “FLET’S TV” include the number of subscriptions for wholesale services provided to service providers through the use of the Hikari Collaboration Model by NTT East and NTT West. Long Distance and International Communications Business Segment In the Long Distance and International Communications Business Segment, in addition to enhancing its provision of seamless ICT solutions combining network and security, etc., NTT Group worked to enhance its service provision in growth areas such as cloud services and IT outsourcing. [1] Details of Main Initiatives To provide an ICT solution based on a more highly reliable international network to its enterprise clients, in October 2016 NTT Group began operations of the “Asia Pacific Gateway,” NTT Group’s high-bandwidth 23 Table of Contents optical submarine cable network. Additionally, to respond to demand for cloud services and data centers in various global regions, in the continually growing market of America, in addition to launching service at its Virginia Ashburn 2 (VA2) Data Center, NTT Group began construction on its Virginia Ashburn 3 (VA3) Data Center, designed to achieve strong security and high-level energy savings, thus proactively expanding its cloud platform by working to provide different variations of data centers. As a result of these initiatives, NTT Group’s data centers were ranked as top class in the world in terms of both total floor area and potential server installation floor area according to a report by U.S. TeleGeography (published in November 2016). NTT Group received an IT outsourcing order from major U.K. insurance provider ReAssure UK Services Limited, and began providing infrastructure services including introduction of cloud services for the company’s servers and security oversight services. [2] Number of Subscriptions for Major Services • Number of customers for Cloud Services: 9,000 customers (an increase of 700 customers from the previous fiscal year) • Hikari TV: 3.02 million subscriptions (a decrease of 0.03 million subscriptions from the previous fiscal year) Mobile Communications Business Segment In the Mobile Communications Business Segment, NTT Group has worked toward the promotion of sales of the billing plan, “Kake-hodai & Pake-aeru,” and “docomo Hikari,” promoting collaboration with various business partners and providing new value-added services to enhance profitability in the smart life area. [1] Details of Main Initiatives In addition to continuing to promote the sales of its “Kake-hodai & Pake-aeru,” as a billing plan tailored to suit a customer’s stage of life that offers more affordable rates to long-term users, in November 2016 NTT Group began offering its “docomo Child Raising Support Program” and other initiatives, working to enhance returns to its customers. As a result, the number of subscriptions to “Kake-hodai & Pake-aeru” reached 37.07 million. By utilizing the Hikari Collaboration Model from the Regional Communications Business Segment, NTT Group promoted the sales of the “docomo Hikari Pack,” which bundles fiber-optic access infrastructure services, internet access service, and mobile service. As a result, the number of subscriptions to “docomo Hikari” reached 3.40 million. In order to strengthen profitability in the Smart Life area, NTT Group pursued the “+d” initiative, which was aimed at creating new added value through collaboration with various business partners, and expanded its content, finance, and settlement services. Specifically, NTT Group collaborated with Perform Group to begin providing the sports streaming service “DAZN for docomo,” and worked to expand the number of member stores for its “d POINTs” loyalty point program. Data Communications Business Segment In the Data Communications Business Segment, NTT Group responded to the acceleration of its customers’ expansion in the global market and the diversification and increased sophistication of their needs by working to expand its business in the global market and to expand and reliably provide a range of IT services, such as system integration, that are responsive to the changes in the market. 24 Table of Contents [1] Details of Main Initiatives To increase its presence through the acquisition of a North America-focused operating base and to enhance cloud services and BPO services, NTT Group acquired the businesses of the Dell Services Division, which has been highly regarded by customers for providing digital solutions and BPO services tailored to the healthcare industry. To create new finance-related services through open innovation, together with venture firms and regional banks, NTT Group established the “BeSTA FinTech Lab,” working to provide new services utilizing FinTech including the implementation of practical testing of information distribution services with location data. Aiming for the expanded use of global geospatial information, creation of new markets, and the stimulation of related industries, in April 2016 NTT Group began to offer the world’s highest-resolution “AW 3D® Global High-resolution 3D Map” developed with the Remote Sensing Technology Center of Japan (RESTEC) to all global land spaces. Other Business Segment In the Other Business Segment, NTT Group mainly provided services related to the real estate business, finance business, construction and electric power business, and system development business. Real Estate Business NTT Group pursued its office and retail operations centered on office buildings and commercial facilities and its residential operations principally through the “Wellith” brand. Furthermore, NTT Group utilized its know-how developed in these operations to pursue global and hotels & resorts businesses. Finance Business NTT Group provided financial services such as leasing, installation payment, and other finance areas concentrating on information-related equipment, billing and collection services for telecommunication service bills, and credit card transaction settlement services. Construction and Electric Power Business By combining and utilizing its technology in ICT, energy, and construction to the fullest extent, NTT Group designed and built large-scale solar power generation systems and data centers. System Development Business To provide optimized, high-quality ICT services, NTT Group worked to develop network operation systems and application services. Global Businesses There is a transformation underway in the international information and communications market “towards the next stage.” Due to the development of the Internet, people are increasingly able to obtain an enormous variety of information over the Internet as well as use applications available over the Internet. Due to the introduction of, among other things, big data, IoT (Internet of Things), virtualization and HTML5, NTT anticipates that the convergence between real-world businesses and Internet-based services will lead to higher value-added services. Against the backdrop of surging growth in cloud computing, NTT expects that developed nations, where revolutionary new services that address sophisticated needs have been developed, will continue to be important markets. Going forward, however, these services will spread to emerging countries, too, which should lead to further growth of the ICT market. 25 Table of Contents NTT Group’s main efforts in the past few years relating to its global business operations have focused on its goal of expanding its global business operations for corporate customers. In October 2010, NTT acquired its subsidiary Dimension Data, based in the Republic of South Africa, which offers development, operation and maintenance of on-site IT infrastructure for corporate customers, such as network equipment, servers and other devices. This acquisition has increased the competitiveness of both companies by integrating NTT’s strength in providing managed network services and data centers with Dimension Data’s strength in the development, operation and maintenance of IT infrastructure. NTT and Dimension Data are working to thereby increase their competitiveness and strengthen the structures through which they provide comprehensive ICT services. In addition, in October 2012, NTT acquired Centerstance, Inc., a U.S.-based consulting company that specializes in the analysis of important corporate business processes and cloud migration of existing systems, and provides integration services with Salesforce.com; Centerstance, Inc.’s stock was later transferred to NTT DATA in May 2015. In April 2013, NTT established NTT Innovation Institute, Inc. (“NTT I3”) as a new R&D center in North America. NTT Group is strengthening the development of its Global Cloud services by promoting the development of services tailored to the North American market through research and development relating to cloud services, next-generation networks and other areas. Additionally, in June 2016, NTT established NTT Security Corporation, a specialized security company that offers services based on the advanced analytics technologies, threat intelligence and security experts of NTT Com Security, Solutionary, Dimension Data, NTT Innovation Institute and NTT Communications. NTT Security started its business operations in August 2016, and provides advanced managed security services (MSS) and professional specialized security services that support the entire security life-cycle, through NTT operating companies worldwide. NTT Group, as its customers’ continued “Value Partner” of choice, is able to develop on a global scale and promote simple and secure Global Cloud services that encompass applications, networks, and cloud platforms as the cornerstone of its business, in order to provide support for the business model innovations of its corporate customers. NTT Group takes advantage of its ability to provide group-wide full-stack services revolving around cloud services by virtue of collaboration between its individual companies, and its ability to consistently land orders for large cloud projects is one example of its record for success. As a result of these initiatives, overseas sales reached $16.90 billion in the fiscal year ended March 31, 2017. Going forward, in order to continue to generate greater profits from its international business, NTT Group will also continue to work to achieve stable growth in sales by strengthening its services, products, sales processes and marketing. NTT Group will also aim to promote cost efficiency by reducing procurement costs and streamlining and optimizing its services and operations. Other principal global investments of each material NTT Group company during the last three fiscal years include the following: (i) NTT Communications NTT Communications is advancing its provision of seamless global business operations to offer the type of seamless ICT solutions to which a telecommunications carrier is best suited to add value. With customers migrating their ICT environments to the cloud and/or data centers, NTT Communications operates its services as a package, including network services, voice and similar applications and security, with globally consistent quality. Arkadin International SAS In January 2014, NTT Communications acquired France-based Arkadin International SAS, the world’s third-largest specialized provider of conferencing services, which provides collaboration services involving 26 Table of Contents teleconference, Web conference and video conference services to 37,000 customers in 32 countries worldwide. NTT Communications plans to expand and improve the features of its communications services by incorporating Arkadin’s service infrastructure into its own. NTT Communications will also leverage Arkadin’s global customer base and its service capabilities to offer new total communications services, centered on conferencing solutions, for companies that are expanding their operations globally. Virtela Technology Services Incorporated In January 2014, NTT Communications acquired Virtela Technology Services Incorporated, a U.S.-based provider of network services and cloud-based managed network services in 196 countries and regions, with strengths in the areas of managed services and virtualization technologies. NTT Communications aims to take the lead position in the global market by combining NTT Communications’ service quality with Virtela’s innovative and efficient management know-how. RagingWire Data Centers, Inc. In January 2014, NTT Communications acquired RagingWire Data Centers, Inc., a U.S. data center operator. This acquisition significantly expands the high-quality data center server room floor space that the NTT Communications group is able to provide in the U.S., and enables NTT Communications to respond to customers’ increased demand for cloud and data center services. NTT Communications also plans to deploy RagingWire’s management know-how in its other data centers, in order to take advantage of RagingWire’s numerous technology patents in efficient data center design and operations. Lux e-shelter 1 S.a.r.l. In June 2015, NTT Communications completed the acquisition of German data center business Lux e-shelter 1 S.a.r.l. (“e-shelter”). Through this acquisition, NTT Communications Group greatly expanded the total area of its high-quality continental European data center server room space and enhanced its capability to respond to the strong demand for global seamless cloud data center services in Europe and elsewhere. Through new collaboration between e-shelter and NTT Communications Group companies, e-shelter will be able to expand its coverage to Asia, North America and elsewhere, and will also be able to provide even broader support for the global development needs of customers by using networks and cloud bases provided by NTT Communications. Furthermore, it will be possible to rapidly expand e-shelter’s business to increase its competitiveness within continental Europe. PT. NTT Indonesia Nexcenter In October 2015, NTT Communications completed its acquisition of PT. Cyber CSF, a data center service provider in Indonesia. In conjunction with the acquisition, PT Cyber CSF was renamed to “PT. NTT Indonesia Nexcenter.” The acquisition has enabled NTT Communications to acquire a high-quality data center located in the heart of Jakarta. By providing seamless ICT solutions that combine this data center with NTT Communications’ global network, security services and cloud services, PT. NTT Indonesia Nexcenter will support the promotion and development of business within Indonesia as well as the business development of companies abroad. (ii) Dimension Data Dimension Data offers services tailored to the characteristics of countries and clients worldwide, and is working both to maintain and optimize the strengths of these traditional core services and at the same time further expand its presence and increase its revenues in growth areas such as cloud services, IT outsourcing and security. Dimension Data’s investment strategy is to grow its revenues and the size of its business and expand its geographic reach. It is focused on scaling in large, established markets, increasing its market share in the existing geographies in which it operates and expanding into new countries and areas. 27 Table of Contents Nexus IS, Inc. In April 2014, Dimension Data acquired 100% of Nexus IS, Inc. Founded in 2004 and headquartered in Valencia, California, Nexus is a privately-owned provider of advanced IT solutions serving enterprises, mid-sized business and public sector clients, with industry specializations in education, retail, hospitality and healthcare. The acquisition of Nexus expands Dimension Data’s operations in the US by 40%, and significantly increases the company’s presence in the West, Southwest and Southeast regions of the country. As a result, clients have access to a deeper network of experts and a broader portfolio of solutions. Nexus has 19 offices in California, Nevada, Colorado, Arizona, Utah, Washington, Texas, Georgia, Florida, and North Carolina. The acquisition of Nexus is a strategic step in enhancing the Group’s geographic coverage and depth of skills and capabilities to support its clients. Oakton Limited In November 2014, Dimension Data Australia announced the successful acquisition of technology and consulting services company Oakton Limited (“Oakton”). The acquisition of Oakton aligns with Dimension Data’s strategy to address the challenges that clients face as they transform to harness the opportunities of becoming digital enterprises. Oakton’s top-end consulting capability, combined with Dimension Data’s expertise across ICT infrastructure integration, cloud, and outsourcing services, enables Dimension Data to create, deliver and manage end-to-end business solutions for our clients. The acquisition will expand Dimension Data’s presence in Australia by over 60%, and significantly broaden the skills and capabilities. Dimension Data and Oakton have a complementary value proposition and footprint. (iii) NTT DOCOMO NTT DOCOMO makes investments in and collaborates with overseas mobile service providers and other overseas business operators, with the long-term aim of strengthening its global competitiveness. NTT DOCOMO aims to strengthen its collaborations with mobile phone service providers by creating new business synergies, such as by launching services for foreign visitors to Japan and developing new services overseas that fully utilize the results of NTT DOCOMO’s domestic corporate collaboration initiatives in Japan, among other initiatives. Further, in recent years, NTT DOCOMO has worked to collaborate with various overseas business entities to provide a variety of services based on the construction of a global cloud platform. DOCOMO PACIFIC, INC. In May 2013, NTT DOCOMO acquired MCV Guam Holding Corp., the largest cable television and Internet service provider in Guam and the Commonwealth of the Northern Mariana Islands. This acquisition was intended to strengthen DOCOMO PACIFIC, INC.’s operational base by improving its market competitiveness. In January 2016, MCV Guam Holding Corp. merged with DOCOMO PACIFIC, INC. DOCOMO PACIFIC (SAIPAN), INC. In March 2016, MCV Guam CNMI Holding Corp., which had previously been a subsidiary of MCV Guam Holding Corp., changed its name to DOCOMO PACIFIC (SAIPAN), INC., as a subsidiary of DOCOMO PACIFIC, INC. DOCOMO PACIFIC (SAIPAN), INC. conducts business operations in Guam and the Northern Mariana Islands. DOCOMO Digital Limited In August 2009, NTT DOCOMO established DOCOMO Digital GmbH in Germany as an entity to manage European subsidiary companies involved in the operation of content sales and carrier settlement platform 28 Table of Contents businesses. Subsequently, in December 2016, DOCOMO Digital GmbH merged with DOCOMO Digital Limited, which had been established in England in January 2016, and the merged company’s headquarters were moved to London. (iv) NTT DATA With the objective of improving its presence in all regions of the world and to cultivate global synergies, NTT DATA is strengthening its competitiveness in major countries, gathering the strengths and resources of each group company, and promoting business collaboration to strengthen the entire group. NTT DATA Enterprise Services, Inc. In December 2013, NTT DATA acquired Optimal Solutions Integration, Inc. (“Optimal”), a leading North American SAP service provider. Optimal provides a broad range of services—from SAP-related strategic planning to consulting, evaluation, implementation, customization and maintenance services—and has large numbers of customers in many industries including consumer, retail, wholesale and distribution, mining, the public sector and manufacturing. This acquisition reinforces NTT DATA’s ability to offer SAP-related products in the North American market, such as SAP HANA, mobile, and analytics, helping it to meet the needs of its customers. NTT DATA intends to expand and improve its SAP-related system development framework, including its business system in India, and will bolster NTT DATA’s ability to handle large-scale projects. In March 2014, Optimal Solutions Integration, Inc. changed its name to NTT DATA Enterprise Services, Inc. EVERIS PARTICIPACIONES, S.L.U. In January 2014, NTT DATA acquired EVERIS PARTICIPACIONES, S.L.U. (“everis Group”). everis Group provides a broad range of IT services, such as consulting, system integration and outsourcing, to customers including major banks, major insurance companies, major telecommunications carriers, government agencies, utilities, and major global manufacturers, mainly in Spain and six Latin American countries. This acquisition brings everis Group’s sizeable and stable customer base, sophisticated consulting capabilities, and talented personnel, who are knowledgeable in providing a variety of services such as system integration and outsourcing, into the NTT DATA group, providing NTT DATA with business platforms in Spain and Latin America and enabling it to provide comprehensive IT services, including consulting and outsourcing, to customers in these regions. Moreover, NTT DATA aims to further improve its price competitiveness and service quality by taking advantage of everis Group’s near-shore and offshore locations. NTT DATA Consulting, Inc. In July 2015, NTT DATA acquired Carlisle & Gallagher Consulting Group, Inc., a U.S. provider of financial IT consulting services. As a result of this acquisition, by combining NTT DATA’s wide range of services and technology with Carlisle & Gallagher Consulting Group, Inc.’s specialized financial consulting expertise, it will become even more possible than before to develop services in areas that require industry-specific expertise, such as the banking and asset management and deployment sectors. The acquisition will also contribute to the growth of Carlisle & Gallagher Consulting Group, Inc.’s existing customers, by utilizing NTT DATA’s global delivery network to provide them with even higher value-added and cost-reduced services. In April 2016, Carlisle & Gallagher Consulting Group, Inc. changed its name to NTT DATA Consulting, Inc. iPay88 Sdn. Bhd In September 2015, NTT DATA acquired iPay88 Sdn. Bhd (“iPay88”), which holds the largest market share in Malaysia’s PC- and mobile-based e-commerce online payment business. As a result of this acquisition, NTT 29 Table of Contents DATA aims to establish a foothold in the growing Asia-Pacific e-commerce online payment business market and to provide a variety of cutting-edge and highly competitive electronic payment services that combine NTT DATA’s solutions and know-how in the payment field, acquired through CAFIS®, with iPay88’s strong customer base and reputed online payment service and payment solution systems for merchants and financial institutions. NTT DATA’s objective is to thereby further expand its payment business throughout the entire Asia-Pacific region, including Malaysia. Dell Services In March 2016, NTT DATA agreed to acquire the Dell Services Division (consisting of Dell Systems Corporation, Dell Technology & Solutions Limited and Dell Services Pte. Ltd., and Dell Group’s IT services-related assets mainly in North America) from Dell Inc. After completing the acquisition of over 99.9% (asset value base) of Dell Services by March 6, 2017, beginning in April 2017, NTT DATA launched a new operating structure under which the Dell Services Division was consolidated with NTT DATA’s existing North American entity, NTT DATA, Inc., to begin operating as NTT DATA Services. NTT DATA Services has a strong business base with its major clients, including health insurance companies and medical institutions, companies in manufacturing industries and service industries, financial institutions and the United States federal government. NTT DATA Services has been highly regarded by customers for providing digital solutions and BPO services tailored to healthcare insurance companies and medical institutions. Through the acquisition of this Division, NTT Group aims to expand its business in the relevant industries of North America, and at the same time also strengthen its services that utilize its cutting-edge technology and BPO services. Competition The implementation of the Telecommunications Business Act (Act No. 86 of 1984) in April 1985 first introduced competition into the telecommunications service industry in Japan. As a result of subsequent deregulation, NTT Group faces competition in all of its business segments, including its fixed-line regional communications business, long distance and international communications business, mobile communications business and data communications business. The growing popularity of smartphones and tablets and the increasing speed of wireless broadband services, including LTE, are quickly re-centering the market’s focus onto mobile platforms. The telecommunications service market structure is also undergoing major changes, such as the market entry of a variety of business operators, including non-telecommunications operators, and intensifying global competition as a result of the widespread use of services provided by OTT operators. In addition, competition with existing carriers over charges and services has continued to intensify the competitive environment. Growth in the fixed-line communications market in Japan is slowing due to the ongoing shift toward mobile communications. In addition to intensifying competition in broadband service facilities and services with respect to broadband services, there has been an increase in competition between the various services made possible by faster mobile connections. The downward trend in NTT Group’s revenues from fixed voice communications services continues as its telephone subscriptions and INS-Net subscriptions decline, due in large part to the increasing penetration of mobile telephones and applications, and continuing diversification in communication methods. The environment surrounding the Japanese mobile communications market has undergone dramatic change due to the rapid proliferation of smartphones and tablet devices and developments related to the government’s competition policy (such as the adjustment of discounts contingent on device purchases as a result of the implementation of the Guidelines for Optimization of Purchase Subsidies for Smartphone Terminals, and the 30 Table of Contents promotion of the entry of Mobile Virtual Network Operators (MVNOs) into the market as a result of the amendment of the Guidelines regarding the application of the Telecommunications Business Act and the Radio Act to MVNO) and other factors. There are presently three MNOs (mobile network operators) in the market: NTT DOCOMO, the KDDI Group and the SoftBank Group. As of March 31, 2017, NTT DOCOMO had a market share of 46.0%, whereas the KDDI Group and the SoftBank Group had market shares of 29.8% and 24.2%, respectively. NTT Group believes that with the rising mobile phone market penetration rate, the Japanese mobile communications market has largely matured, and as a result the competitive environment for acquiring new customers and further improving services remains difficult. The growth rates for NTT DOCOMO’s mobile phone subscriptions for the fiscal years ended March 31, 2015, 2016 and 2017 were 5.5%, 6.6% and 5.5%, respectively. While growth in new subscriptions for conventional voice usage is expected to be limited going forward in view of the rising market penetration rate and Japan’s decreasing population, recently, increased demand for a second tablet device, expanding sales of embedded communication modules due to substantial demand in the corporate customer market, and other factors are contributing to the increase in new subscriptions. The information and communications market is undergoing rapid structural changes. In addition to the existing business model under which NTT East and NTT West provide fiber-optic access services directly to end users, NTT East and NTT West offer the “Hikari Collaboration Model,” under which NTT East and NTT West provide fiber-optic access services to various service providers, allowing such service providers to combine their services with fiber optic access services and provide new services to their customers. In addition, NTT DOCOMO offers the “docomo Hikari Pack,” a customer-friendly rate package that provides a discount by combining the fiber-optic broadband service “docomo Hikari,” which utilizes the “Hikari Collaboration Model,” with smartphones or mobile phones. Going forward, there may be further acceleration in the expansion of integrated fixed-line and mobile phone services. NTT Group expects the solutions business to be a major area of growth in the information services market. For similar reasons, hardware vendors and others are now shifting their focus to this business. Furthermore, information service companies from India that continue to grow rapidly as well as other existing major information service companies are actively entering the global market, resulting in intensifying global competition. Specifically, in the cloud services market, in addition to system integrators and communications carriers, various types of businesses are entering the market, such as participants who were not originally IT service providers and cloud service businesses. For risks associated with continued competition, see “Item 3—Key Information—Risk Factors—Risks associated with the business environment and NTT Group’s corresponding business strategies—NTT Group’s revenues may suffer from changes in market structure and increased competition.” Regulations The Ministry of Internal Affairs and Communications (the “MIC”) is the main regulatory body in Japan responsible for the information and telecommunications industry. The Telecommunications Business Act gives the Minister the authority to regulate telecommunications companies. The Telecommunications Business Act came into effect in 1985 at the same time that NTT was incorporated as a private company and significant changes in the legislative and regulatory framework for telecommunications in Japan opened the Japanese information and telecommunications services industry to competition. Since then, the Government has taken various measures to promote competition in the Japanese telecommunications market. As a result, NTT Group faces increasing competition in many of its business sectors from new companies that have entered or are about to enter the market. NTT and certain of its subsidiaries are subject to regulations that affect their business under the NTT Act, the Radio Act (Act No. 131 of 1950), and the Telecommunications Business Act. A summary of these regulations is provided below. References in parentheses are to the applicable article of the law described, unless otherwise noted. 31 Table of Contents Telecommunications Business Act Business Commencement/Termination Regulations promulgated under the Telecommunications Business Act require start-up businesses that intend to provide telecommunications services to register with the Minister (Article 9). However, where the scale of the telecommunications circuit facilities which are to be installed and the scope of the area covered thereby do not exceed certain thresholds or fall within a certain category of radio facilities, only a notice to the Minister is required (Article 16). The Telecommunications Business Act also requires telecommunications companies to update their registration in the event that they conduct a merger, stock acquisition or other similar transaction (Article 12(2)). In addition, regulations promulgated under the Telecommunications Business Act require businesses in the telecommunications sector to notify the Minister as well as their service subscribers if they suspend or discontinue their telecommunications business (Article 18). Setting of Subscriber Rates and Other Terms of Service Regulations promulgated under the Telecommunications Business Act require businesses in the telecommunications sector to notify the Minister of the terms of the basic telecommunications services they provide (Article 19). Specifically, one ordinance of the Ministry of Internal Affairs and Communications (the “MIC Ordinance”) requires basic telecommunications services to be provided across Japan because they are regarded as essential to the lives of people in Japan. These are known as “universal services.” These services include telephone subscriber lines (base rates) or optical IP telephones equivalent to telephone subscriber lines, Type 1 Public Telephones (public telephones installed pursuant to the MIC standards) and emergency numbers (110, 118, 119). In addition, the Telecommunications Business Act includes regulations relating to consumer protection, including provisions on pre-contract accountability (Article 26), document delivery obligations (Article 26(2)), systems for the termination of initial contracts (Article 26(3)), obligations to handle complaints and inquiries (Article 27), prohibitions on misstatements or on excessive solicitation (Article 27(2)), and measures applicable to business agents, such as trustees (Article 27(3)), among other provisions. Interconnection Regulations promulgated under the Telecommunications Business Act require businesses in the telecommunications sector to respond to the requests of other telecommunications carriers regarding the connection of telecommunications circuit facilities (Article 32). Universal Service Fund (“USF”) The USF is a system under which telecommunications carriers cover the costs and expenses necessary to provide universal services. In order to ensure the provision of universal services, the Minister designates a support organization to provide funds to cover a portion of such costs and expenses (Article 107). Grants are made to eligible telecommunications carriers (Article 108) that provide universal services, including in unprofitable regions. In connection with this system, each telecommunications carrier is obligated to make the appropriate amount of payments to cover the costs and expenses requested by the support organization (Article 110). This funding requirement is referred to as the universal service fund system. The designated support organization began providing services in 2006 in response to the MIC Ordinance being amended in April 2006 to determine the services applicable to the USF and to set the calculation method of grants and contributions. Under the NTT Act, NTT East and NTT West became responsible for providing universal services and were designated as eligible telecommunications carriers by the Minister. In the fiscal year ended March 31, 2017, the aggregate amount of compensation to NTT East and NTT West in connection with the USF was ¥6.8 billion, and in the fiscal year ending March 31, 2018, the aggregate amount of compensation to NTT East and NTT West is expected to be ¥6.9 billion. 32 Table of Contents Regulations Imposed Only on NTT East and NTT West Rates and Other Terms of Service Regulations promulgated under the Telecommunications Business Act require NTT East and NTT West to notify the Minister of the terms and conditions of their rate warranty agreements for designated telecommunications services (Article 20). These regulations also require that rates and other terms of service for designated telecommunications services provided by Category I designated telecommunications facilities be established and submitted to the Minister. The Telecommunications Business Act also provides for the regulation of rates for specified telecommunications services (Article 21) and for price cap regulations. The regulations promulgated under the Telecommunications Business Act require that the Minister be notified whenever the service rates of a business are at or below the standard price index specified by the Minister, and approval of the Minister is required when a business proposes to increase rates above the standard price index. • “Category I designated telecommunications facilities” comprise fixed terminal transmission line facilities installed by a telecommunications carrier where the facilities that have been installed by such carrier in a prefecture represent one-half or more of the total number of such facilities in the prefecture, and other ancillary facilities installed together with these facilities whose connection with other telecommunications carriers is essential for improving convenience to subscribers, and for the comprehensive and reasonable development of telecommunications services (designated by the Minister). The main telecommunications facilities of NTT East and NTT West have been designated as Category I designated telecommunications facilities. • “Designated telecommunications services” are services that are provided by a telecommunications business using a Category I designated telecommunications facility established by such telecommunications business, and that have been designated as services for which “it is particularly necessary to protect the interests of customers by ensuring that the rates and other terms of service are fair and appropriate.” The determination of what constitutes a designated telecommunications service is based on a consideration of various factors, including whether alternative services are being adequately provided by other telecommunications carriers. Specifically, this refers to telephone subscriber line services, INS-Net, public telephones, dedicated services, FLET’S Hikari, Hikari Denwa and other services, but excludes services providing supplementary functions that have minimal beneficial impact on subscribers. • “Specified telecommunications services” are designated telecommunications services or services specified in the MIC Ordinance as having a significant beneficial impact on subscribers. Specifically, this refers to telephone subscriber services, INS-Net and public telephone services provided by NTT East and NTT West. • “Standard price index” refers to an index published by the Minister that shows the standard charges for each type of designated telecommunications service taking into consideration the appropriate costs and commodity prices to support efficient management. • “Price cap regulation” is a system that sets maximum limits on rates. As the actual charge indexes for NTT East and NTT West are below the level of the standard charge index applicable to the one-year period beginning on October 1, 2016, no price adjustments pursuant to the price cap regulation have been made. Interconnection Regulations promulgated under the Telecommunications Business Act require NTT East and NTT West to obtain approval of all interconnection agreements from the Minister as holders of Category I designated telecommunications facilities (Article 33). The Minister’s approval is subject, among other things, to the condition that the interconnection rates be fair and proper according to the method stipulated in the MIC 33 Table of Contents Ordinance for computing proper costs under efficient management. NTT East’s and NTT West’s respective interconnection agreements establish their interconnection rates and conditions for interconnection. • Telephone Line Interconnection Charges In May 1998, in a joint status report on deregulation and competition policy issued by the governments of Japan and the United States, the Government stated its intention to introduce a Long-Run Incremental Cost (“LRIC”) Methodology. In May 2000, the Telecommunications Business Act was amended to include the introduction of an LRIC Methodology, which has since then brought about decreases in interconnection charges. As communication traffic declined significantly, in order to avoid an increase in communication rates through the increase of interconnection charges, it was decided that Non-Traffic Sensitive (“NTS”) costs (costs which do not vary according to the volume of communication traffic) would be removed from interconnection rate costs and be recovered instead through base rates (October 2004 report of the Telecommunications Council). In addition, with respect to a portion of NTS costs, when the USF was reviewed from the standpoint of restricting cost increases for users, it was decided that the cost burden resulting from narrowing the scope of USF subsidies would not be borne only by NTT East and NTT West, but would also be recovered in a fair and equitable manner from other carriers, and that a portion of NTS costs would therefore be reintroduced as interconnection rate costs. The Telecommunications Council of 2013 determined, as a result of a review, that it would continue to apply the LRIC Methodology for interconnection charges for the period from the fiscal year ending March 31, 2017 until the fiscal year ending March 31, 2019. • Optical Fiber Line Interconnection Charges NTT East and NTT West are obligated to lease their optical fiber to other carriers at regulated rates (referred to as “optical fiber interconnection charges”) because the optical fiber owned by NTT East and NTT West qualifies as Category I designated telecommunications facilities under the Telecommunications Business Act. In order to maintain low barriers to entry by other carriers through the lowering of interconnection charges, NTT East and NTT West have employed a future cost method that designates the four-year period from the start of the fiscal year ended March 31, 2017 to the end of the fiscal year ending March 31, 2020 as the computation period in order to calculate subscriber optical fiber interconnection charges. For these interconnection charges, NTT Group has introduced a cost difference adjustment system under which adjustments are made by adding the difference between the actual revenue from interconnection charges and the actual cost of interconnection charges for the following year and future years, which NTT believes will eliminate the risk of unrecoverable amounts. The Information and Communications Council and Postal Services Council conducted an evaluation of the issue of setting per-unit interconnection charges for optical bifurcated lines in the passive optical network (Gigabit Ethernet-Passive Optical Network, or “GE-PON”) and determined that there remained issues that needed to be resolved (March 2012 report by the Information and Communications Council and Postal Services Council). To date, the Information and Communications Council has not set per-unit interconnection charges for optical bifurcated lines. Regulations promulgated under the Telecommunications Business Act require NTT East and NTT West to notify the Minister of (i) plans related to the functions of Category I designated telecommunications facilities, including any changes or additions to such functions (Article 36), (ii) any agreement to share Category I designated telecommunications facilities with other telecommunications carriers (Article 37), and, (iii) in the event that any wholesale telecommunications provision business utilizing Category I designated telecommunications facilities is started, modified, or terminated, NTT East and NTT West are required to notify the Minister of such start, modification, or termination, as well as the type of wholesale service, the fee applicable to certain wholesale businesses that meet certain conditions, and other information (Article 38(2)). Further, there are regulations governing the organization and publication of information furnished to or obtained by the Minister (Article 39(2)). 34 Table of Contents Prohibited Activities NTT East and NTT West, as dominant businesses in the fixed voice and IP/packet communications markets, are prohibited from using interconnection information for other than its intended purposes and from giving unfair preferential treatment to any particular telecommunications carrier (Article 30). Officers of NTT East and NTT West are also prohibited from holding concurrent officer positions at NTT Communications, which was designated by the Minister as a specified relevant carrier (Article 31). NTT East and NTT West are required to carry out necessary and proper monitoring of the subsidiaries to which they outsource services to ensure that such subsidiaries do not participate in prohibited activities, and are also obligated to appropriately manage information relating to interconnection services and to establish an appropriate system to monitor the implementation status of interconnection services (Article 31). Accordingly, NTT Group’s ability to provide services exclusively in collaboration with telecommunications carriers within NTT Group is limited by these regulations. NTT intends to provide services in response to market needs while ensuring that all requirements for fair competition, including the regulations with respect to prohibited activities, are satisfied. However, these regulations may, for example, impede the timely provision of new services by NTT Group or have other adverse effects. Regulations Imposed on NTT DOCOMO Interconnection Regulations promulgated under the Telecommunications Business Act require NTT DOCOMO to submit to the Minister for approval any interconnection agreements relating to connection with Category II designated telecommunications facilities (Article 34). NTT DOCOMO’s main telecommunications facilities for mobile phones were designated by the Minister as Category II designated telecommunications facilities requiring a reliable connection with other telecommunications businesses. NTT DOCOMO is required to establish its interconnection rates and terms of interconnection in its interconnection agreements and to submit them to the Minister. The standard for designation as Category II designated telecommunications facilities was revised in 2012 from facilities with a greater than 25% market share to facilities with a greater than 10% market share. As a result, in addition to the two companies other than NTT DOCOMO with a greater than 25% market share (KDDI Corporation and Okinawa Cellular Telephone Company), Softbank Mobile Corporation also became subject to the regulations for Category II designated communications facilities. In the event that any wholesale telecommunications provision business utilizing Category II designated telecommunications facilities is started, modified, or terminated, regulations promulgated under the Telecommunications Business Act require NTT DOCOMO to notify the Minister of such start, modification, or termination, as well as the type of wholesale service, the fee applicable to certain wholesale businesses that meet certain conditions, and other information (Article 38(2)). Further, there are regulations governing the organization and publication of information furnished to or obtained by the Minister (Article 39(2)). Regulations related to Category II designated telecommunications facilities are applicable to all telecommunications companies who install Category II designated telecommunications equipment, including but not limited to NTT DOCOMO. Prohibited Activities NTT DOCOMO, as a dominant business in the mobile communications market, is prohibited from using interconnection information for other than its intended purposes and from giving unfair preferential treatment to other NTT Group companies as designated by the Minister (Article 30). “Category II designated telecommunications facilities” consist of (a) transmission line facilities connected to mobile phones installed by telecommunications businesses which (i) are installed by the same telecommunications businesses, and 35 Table of Contents (ii) represent ten percent or more of the total number of transmission line facilities in the entire service area, and (b) telecommunications facilities which were installed specifically to provide such telecommunications services for reliable connection with other telecommunications businesses designated by the Minister. Future Developments In December 2014, the Telecommunications Council issued a report on the “State of Information and Communication Policies for the 2020s.” In light of the report, and in order to promote a fair, competitive environment in the telecommunications business and protect telecommunications service users, the partial amendment to the Telecommunications Business Act enabling the provision of wholesale fiber optics services by NTT East and NTT West and allowing subscribers an option to terminate contracts during an agreed period of time at the beginning of a contractual period became effective starting from May 2016. Further, the amendment requires the government to assess the status of the implementation of the amendment after three years, and if deemed necessary, to determine what further measures should be taken on the basis of its assessment. The potential impact on NTT Group has not yet been determined at this time. NTT Act The Supplementary Provisions of the Act to Amend the Nippon Telegraph and Telephone Company Act were promulgated in June 1997 and came into effect in July 1999. As a result, the Nippon Telegraph and Telephone Company Act was re-titled the “Act on Nippon Telegraph and Telephone Corporation, etc.” and NTT was reorganized as a holding company. This Act has been revised by the Act to Amend the Telecommunications Business Act, which was promulgated in June 2001 and took effect in November 2001, and by other subsequent amendments. Purpose The NTT Act requires NTT to own all of the shares issued by NTT East and NTT West, to ensure appropriate and reliable provision of telecommunications services by these companies, and to engage in research activities relating to telecommunications technologies that form the foundation for telecommunications in Japan. The NTT Act also requires NTT East and NTT West to manage regional telecommunications businesses as joint-stock companies. Business Activities The NTT Act requires NTT to engage in the following business activities: (i) subscribing for and holding the shares issued by NTT East and NTT West and exercising rights as a shareholder of such shares; (ii) providing necessary advice, assistance and other related support to NTT East and NTT West; (iii) engaging in research activities relating to telecommunications technologies that form the foundation for telecommunications; and (iv) engaging in business activities incidental to the business activities set forth in (i), (ii) and (iii) above. In addition to these business activities, the NTT Act provides that NTT may engage in actions necessary to complete such business activities after notifying the Minister. The NTT Act requires that NTT East and NTT West engage in regional telecommunications business activities (activities conducted by establishing telecommunications facilities without using the facilities of other telecommunications business carriers) in prefectures in the following regions: • for NTT East: Hokkaido Prefecture, Aomori Prefecture, Iwate Prefecture, Miyagi Prefecture, Akita Prefecture, Yamagata Prefecture, Fukushima Prefecture, Ibaraki Prefecture, Tochigi Prefecture, Gunma Prefecture, Saitama Prefecture, Chiba Prefecture, Tokyo, Kanagawa Prefecture, Niigata Prefecture, Yamanashi Prefecture and Nagano Prefecture; and • for NTT West: Kyoto Prefecture, Osaka Prefecture and all other prefectures not listed above. 36 Table of Contents The NTT Act also requires NTT East and NTT West to engage in business activities incidental to those set forth above. Upon notification to the Minister, the NTT Act permits NTT East and NTT West to engage in business activities necessary to achieve their respective purposes and in regional telecommunications business activities in any region or prefecture not otherwise designated. In addition, upon notification to the Minister, NTT East and NTT West may engage in telecommunications businesses and other business activities utilizing their equipment, technology or employees, to the extent that there is no interference with the smooth implementation of their regional telecommunications business activities and the maintenance of fair competition in regional telecommunications business activities. Responsibilities Pursuant to the NTT Act and the regulations promulgated thereunder, the management of NTT, NTT East and NTT West are required to give consideration to each company’s contribution to securing the appropriate, fair, and reliable provision of telephone services throughout Japan that are indispensable to civil life, and to the innovative and advanced development of telecommunications in Japan through the promotion of research relating to telecommunications technologies and the dissemination of the results thereof. The NTT Act also requires that each company promote public welfare, in view of the important role that telecommunications services play in contributing to societal and economic development. Other Matters Matters Requiring the Approval of the Minister The NTT Act requires that the Minister approve the following actions of NTT, NTT East or NTT West, as applicable: • Issuing new shares or bonds with share acquisition rights (Articles 4 and 5). Under the NTT Act, NTT may issue new shares upon notification to the Minister, and may continue to do so until the number of issued shares reaches a certain threshold specified in the applicable ministerial ordinance of the MIC, even if approval is not obtained (Supplementary Provisions, Article 14). • Adopting resolutions on the appointment or dismissal of corporate directors or corporate auditors of NTT (Article 10). Under the NTT Act, non-Japanese citizens cannot be appointed as corporate directors or corporate auditors of NTT, NTT East or NTT West. • Adopting resolutions to change the respective articles of incorporation of NTT, NTT East or NTT West, to merge or dissolve each company, or to appropriate any surplus (Article 11). • Changing the business operation plans of NTT, NTT East or NTT West (Article 12). • Transferring or mortgaging any significant telecommunications facilities of NTT East or NTT West (Article 14). In addition to the foregoing, the NTT Act imposes several additional duties on NTT, NTT East and NTT West, including: (i) a duty to submit balance sheets, profit and loss accounts and business reports to the Minister (Article 13); (ii) a duty to abide by orders issued by the Minister (Article 16); and (iii) a duty to comply with requests to submit reports on business activities (Article 17). Radio Act Under the Radio Act, any establishment of a radio station requires a license from the Minister (Article 4) and changes to the purpose of the radio station, intended audience and topics of communication require approval from the Minister (Article 17). 37 Table of Contents Mobile communications businesses are required to have a license from the MIC to use radio frequency spectrum. Spectrum band allocations are governed by the Radio Act and related statutes and regulations. Matters Relating to NTT’s Shares Restrictions on the Ratio of Foreign Ownership of the Voting Rights of NTT’s Shares If the ratio of foreign ownership of voting rights to the total voting rights of NTT’s Shares would equal or exceed one-third, NTT is prohibited from recording the names and addresses of such foreign owners on its shareholder registry and registering such foreign ownership. For purposes of calculating the ratio of foreign ownership, voting rights owned by the following are considered to be voting rights under foreign ownership: (1) any person who is not of Japanese nationality; (2) any foreign government or any of its representatives; (3) any foreign juridical person or association; or (4) subject to the applicable ministerial ordinance of the MIC, any juridical person or association 10% or more of the voting rights of which are directly owned by entities listed in clauses (1) through (3) above. NTT’s Articles of Incorporation provide that NTT may distribute dividends to its shareholders or registered pledgees of shares entered or recorded on the register of shareholders and shareholders or pledgees of shares for whom all or part of their shares were not entered or recorded in the register of shareholders pursuant to Article 6 of the NTT Act. Government Ownership and Sales of NTT Shares The NTT Act requires the Government, at all times, to own one-third or more of the total number of issued Shares of NTT. The NTT Act sets forth special provisions regarding the method for calculating the total number of issued Shares of NTT for this purpose (NTT Act, Supplementary Provisions, Article 13), including: (i) if Shares are issued through new Share issuances or the exercise of stock acquisition rights, or in exchange for the acquisition of shares subject to call or put options, the increase in the number of Shares as a result thereof (“Shares Not to be Included in Calculation”) will not be included in the total number of issued Shares; and (ii) if there is a stock split or combination of Shares after the increase in Shares described in clause (i), the number obtained by multiplying the ratio of the stock split or the combination of Shares (if there is a stock split or combination of Shares in two or more stages, the ratio is equal to the product of the ratios for all stages) with the Shares Not to be Included in Calculation would not be included in the total number of issued Shares. As of March 31, 2017, the total number of issued Shares of NTT was 2,096,394,470, of which the Government owned 679,123,568 Shares or 32.39% of the issued Shares (33.70% of outstanding Shares excluding treasury stock). In December 2000, NTT issued 300,000 new Shares (equal to 60 million Shares after a 100-for-1 stock split in 2009 and a 2-for-1 stock split in 2015) in a public offering. These Shares are not included in the total number of issued Shares when calculating the percentage of Government-owned Shares. The total number of Government-owned Shares includes Shares which are unregistered because of a failure in the transfer of title, and such Shares are therefore not actually owned by the Government. These Shares are nominally owned by the Government but are excluded from the total number of Shares owned by the Government when calculating the percentage of Government-owned Shares. If these conditions are taken into account, the percentage of Government-owned Shares is 33.33%. NTT Group’s transactions with Government divisions and agencies are arm’s-length transactions, with the relevant division or agency acting as an individual customer. In its capacity as a shareholder, the Government is entitled to exercise voting rights at NTT general shareholders meetings, and as the largest shareholder, theoretically has the power to have a material impact on a large majority of shareholder meeting resolutions. However, the Government historically has not exercised this authority and has not been directly involved in NTT’s management. 38 Table of Contents Government Dispositions of NTT Shares The NTT Act requires that any disposition of the Government’s NTT’s Shares must be within the limits determined by the Diet in the relevant annual budget (NTT Act, Article 7). Background of Sales and Sale Policy NTT was established with 15.6 million issued Shares; of the 10.4 million Shares that the Government was allowed to sell (the numbers of Shares held less the 5.2 million Shares representing the one-third of issued Shares that the Government was obligated to hold), the Government sold 5.4 million Shares from 1986 to 1988. In addition, on December 17, 1990, the Ministry of Finance promulgated a sale policy under which, with respect to the 5.0 million Shares that remained unsold at that point: (a) 2.5 million Shares would systematically be sold at an approximate rate of 500,000 Shares per year; (b) if in later years the market environment allowed it, such sales would be carried out earlier than scheduled; and (c) sales of the remaining 2.5 million Shares would be frozen for a period of time. (However, for the fiscal year ended March 31, 1998, no sales were actually carried out, due to the market environment and other factors.) For the fiscal year ended March 31, 1999, the Government sold one million Shares in December 1998. For the fiscal year ended March 31, 2000, the Government designated one million Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 48,000 Shares as treasury stock, and the Government sold the remaining 952,000 Shares in November 1999. The above sale policy announced in December 1990 has expired. For the fiscal year ended March 31, 2001, the Government sold one million Shares in November 2000. For the fiscal year ended March 31, 2003, the Government designated one million Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 91,800 Shares as treasury stock on October 8, 2002. For the fiscal year ended March 31, 2004, the Government designated one million Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 85,157 Shares as treasury stock on October 15, 2003. For the fiscal year ended March 31, 2005, the Government designated one million Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 800,000 Shares as treasury stock on November 26, 2004. For the fiscal year ended March 31, 2006, the Government designated 1,123,043 Shares as the maximum number of Shares that it would sell; NTT repurchased all 1,123,043 Shares as treasury stock on September 6, 2005. For the fiscal year ended March 31, 2012, the Government designated 99,334,255 Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 57,513,600 Shares as treasury stock on July 5, 2011 and an additional 41,820,600 Shares as treasury stock on February 8, 2012. For the fiscal year ended March 31, 2014, the Government designated 62,166,721 Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 26,010,000 Shares as treasury stock on March 7, 2014. For the fiscal year ended March 31, 2015, the Government designated 36,156,721 Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 35,088,600 Shares as treasury stock on November 14, 2014 and an additional 1,068,100 Shares as treasury stock on November 28, 2014. 39 Table of Contents For the fiscal year ended March 31, 2017, the Government designated 59,000,043 Shares as the maximum number of Shares that it would sell; of these, NTT repurchased 59,000,000 Shares as treasury stock on June 14, 2016. Capital Investments NTT Group’s capital investments for the fiscal years ended March 31, 2015, 2016 and 2017 are shown in the table below: Year ended March 31, 2015 2016 2017 (in millions of yen) Regional communications business ¥ 666,164 ¥ 622,131 ¥ 583,358 Long distance and international communications business 198,112 227,564 244,859 Mobile communications business 661,765 595,264 597,078 Data communications business 140,900 134,030 158,140 Other business 150,582 108,217 116,592 Total ¥ 1,817,523 ¥ 1,687,206 ¥ 1,700,027 NTT Group used the capital investment amounts shown above, determined on an accrual basis, to acquire tangibles and intangibles. The table below presents the difference between the amount of capital investments shown above and the amount presented on the consolidated statements of cash flows under “Payments for property, plant and equipment” and “Payments for intangibles.” Year ended March 31, 2015 2016 2017 (in millions of yen) Payments for property, plant and equipment ¥ 1,444,917 ¥ 1,265,622 ¥ 1,301,697 Payments for intangibles 358,209 371,924 400,110 Total 1,803,126 1,637,546 1,701,807 Difference in capital investment amounts ¥ (14,397 ) ¥ (49,660 ) ¥ 1,780 Capital investment for each principal business segment in the fiscal year ended March 31, 2017 was as follows: In the regional communications business segment, NTT Group’s emphasis has been on improving customer service and reducing costs, while responding to customer demand for fiber-optic service and making capital investments with the aim of providing high-quality, stable universal services for fixed-line telephone services and other services. NTT Group also worked to increase the efficiency of capital investments by increasing the usage of existing facilities. In the long distance and international communications business segment, NTT Group made capital investments aimed at domestic and international data center- and cloud network-related growth, among other things. In the mobile communications business segment, NTT Group promoted the focused expansion of “PREMIUM 4G” in high-traffic areas in urban districts in order to deliver a network that provides “even better amenities” for its customers. In addition, in order to even further expand its service area, NTT Group developed LTE base stations nationwide. NTT Group also sought to strengthen its management foundation by streamlining capital investments, reducing procurement costs and other expenses, and further increasing efficiency in the construction of telecommunication facilities. In addition, with the objective of improving efficiency in operational costs in the future, NTT Group proactively introduced high-performance equipment to enable the consolidation of its facilities and increases in their capacity. 40 Table of Contents In the data communications business segment, NTT Group made capital investments primarily in the financial sector. NTT Group records its physical plant assets as follows: As of March 31, 2017 Telecom Facilities Land Buildings Other Total (in millions of yen) Regional communications business ¥ 3,306,588 ¥ 423,317 ¥ 819,284 ¥ 320,933 ¥ 4,870,122 Long distance and international communications business 214,865 67,789 275,608 941,473 1,499,735 Mobile communications business 1,641,874 198,178 307,443 1,242,172 3,389,667 Data communications business 89,506 63,782 109,000 865,497 1,128,685 Other business — 539,619 467,299 289,480 1,296,398 Total ¥ 5,252,833 ¥ 1,292,685 ¥ 1,979,534 ¥ 3,659,555 ¥ 12,184,607 NTT Group forecasts ¥1,700.0 billion in capital investments for the fiscal year ending March 31, 2018, the same amount as compared to the previous fiscal year, as a result of its plans to continue improving the efficiency of capital investments for the regional communications business segment and the mobile communications business segment, while also increasing capital investments for facilities related to the data communications business, among others. The following is a breakdown of expected investments by principal business segment: Year ending March 31, 2018 (in millions of yen) Total ¥ 1,700,000 Principal business segments: Regional communications business ¥ 555,000 Long distance and international communications business 249,000 Mobile communications business 570,000 Data communications business 192,000 Notes: (1) The above figures do not include consumption tax. (2) NTT Group plans to procure the required funds from cash on hand, the issuance of corporate bonds and long-term debt. Property, Plants and Equipment The properties of NTT Group are used to provide nationwide telecommunications services in Japan and are generally in good operating condition. As of March 31, 2017, the total balance sheet amount of NTT Group’s fixed assets was ¥ 37,005.6 billion. The breakdown of these fixed assets is 29.8% telecommunications equipment (primarily central office equipment including switching installations); 43.4% telecommunications service lines; 16.6% building and structures; 5.5% machinery, vehicles and tools (vehicles, office equipment, fixtures, etc.); 3.5% land; and 1.1% construction in progress. NTT Group networks are continually being updated, and NTT Group believes that its networks are appropriate for its present operations. NTT Group will increase capital investments for data center and cloud network-related growth and for growth in other areas, while continuing to make efficient domestic capital investments. 41 Table of Contents Procurement As part of its strategy to strengthen its corporate competitiveness and to meet the demands of today’s rapidly developing information and communications sector, NTT Group is making an effort to increase management efficiency and provide superior services to its customers. To realize this goal, NTT Group provides fair and competitive opportunities to a wide range of both domestic and foreign suppliers, and seeks economically rational procurement of competitive products and services that meet its business needs. To continue to fulfill its social responsibility goals, NTT Group is taking steps to avoid the use of conflict minerals, to comply with the disclosure requirements of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding such use and also to promote product procurement that reflects the consideration of environmental, human rights and other issues. Research and Development NTT Group pursued a range of R&D pursuant to its Medium-Term Management Strategy “Towards the Next Stage 2.0.” NTT Group established the “corevo®” brand, a collective term for NTT Group’s AI technology, and promoted collaboration with partners in various industries. Furthermore, in order to commercialize the results of development, NTT Group developed business plans tailored to market trends based on its Comprehensive Commercialization System and worked to promote development for practical use. Initiatives to Expand B2B2X Business In the area of edge computing technology, which accomplishes the real-time and wide-ranging processing of data in the IoT age, NTT Group agreed to collaborations with FANUC CORPORATION to further the optimization of the manufacturing field, and with TOYOTA MOTOR CORPORATION to further technological development and technological evaluation in the field of connected cars. In partnership with Mitsubishi Heavy Industries, Ltd., NTT Group developed a prototype for a control system that automatically detects and defends against cyberattacks on industrial equipment including public infrastructure. Utilizing the “angle-free object search technology (corevo®),” which can recognize and search for objects photographed from any angle with a high level of precision, NTT Group implemented joint testing with Seven & i Holdings Co., Ltd. to search for and provide information on products in convenience stores, and with Tokyo Metro Co., Ltd. within subway stations to provide current location data with photos taken of station map signs and to provide limited-time offers through photos taken of advertising posters. Aiming to increase manufacturing facility operating rate and product quality, NTT Group provided Hitachi Zosen Corporation with “abnormal sound detection technology (corevo®),” which objectively visualizes and analyzes the characteristics of both operating sounds and malfunctions of manufacturing facility devices. NTT Group implemented joint practical testing among six group companies to further the realization of services using a device coordination technology (corevo®) centered on communication robots. Research and Development to Improve Efficiency and Enhance Profitability of Domestic Network Businesses NTT Group developed an “operation-collaboration function,” which facilitates cost reductions by service providers through the use of the Hikari Collaboration Model by cataloging the services of telecommunications operators and service providers, including competitors, and consolidating the management of multiple services from the point they are ordered through the start of service and maintenance. 42 Table of Contents NTT Group developed software which makes high-quality and low-cost network services possible by using general-purpose products utilized in data centers and other facilities. NTT Group developed “malfunction source estimation technology (corevo®)” which largely reduces the time required to investigate the cause of a network malfunction by autonomously extracting the causal relationship between the network malfunction and the alarm sent from the device. Research and Development that Enable Highly Immersive New Experiences NTT Group developed a training system for professional baseball players using “athlete first-person vision synthesis technology,” which enables players to experience simulations of pitches with a high degree of realism, and carried out practical testing with RAKUTEN BASEBALL, INC. (Tohoku Rakuten Golden Eagles). NTT Group developed “MaPieceTM” technology, which allows even those without specialized knowledge to easily collect accessibility information on steps and stairs required to provide directions to wheelchair users, as well as 2.5D map representation technology that realizes simple relief map display that is easy to understand even for foreign visitors to Japan. Utilizing “Kirari!®” technology, which provides ultra-high presence “as if you were there” experiences, NTT Group implemented practical testing of its overseas real-time broadcasting technology to broadcast video from a studio in Japan to the 2017 SXSW (South by Southwest) in Austin, Texas as well as broadcasting the “KABUKI LION SHI-SHI-O: The Adventures of the Mythical Lion show” performed in Las Vegas, Nevada by SHOCHIKU Co., Ltd. to Japan. In order to be able to provide entirely new services that touch the senses and emotions of humans and create new awe-inspiring experiences in public spaces moving forward into 2020, NTT Group began joint research with the international media art research institute Ars Electronica Futurelab. NTT Group conducted practical testing of digital signage which simultaneously delivers information at the time of disaster and provides information based on the language and location of foreign tourists to ensure that urban functions are comfortable and safe. Promoting Cutting-edge Research NTT Group developed a “Quantum Neural Network” calculator based on an entirely new principle of using light to quickly solve problems which are difficult for traditional computers, such as searching for chemical compounds in drug development. NTT Group was the first in the world to solve the macroscopic realism problem of whether the quantum mechanical behavior of a single electron appears in the everyday macroscopic world. To discover how the brains of superior athletes regulate their mental state and control their bodily movements to deliver top-level performance, NTT Group launched the “Sports Brain Science Project” to elucidate the brain’s information processing in order to “Train the Brain to Win,” and started R&D.
Overview of Business Results NTT Group accelerated its self-transformation as a “Value Partner” and worked to place the entire NTT Group towards a profit growth track based on the medium-term management strategy “Towards the Next Stage 2.0” formulated and announced in May 2015.…
Overview of Business Results NTT Group accelerated its self-transformation as a “Value Partner” and worked to place the entire NTT Group towards a profit growth track based on the medium-term management strategy “Towards the Next Stage 2.0” formulated and announced in May 2015. 43 Table of Contents Status of Initiatives to Expand Global Business and Increase Overseas Profit Generation NTT Group seeks to establish and expand its global cloud service as a cornerstone of its business operations, and strengthened its efforts to accelerate overseas profit generation through the following initiatives. In order to enhance NTT Group’s global provision of security services, NTT Group established NTT Security Corporation for the integration of NTT Group’s specialized security technologies and service platforms. NTT Group promoted cross-selling through collaboration among group companies through its global network, cloud migration, and IT outsourcing projects and received orders from customers in a range of industries from various global regions, including Public Transport Victoria in Australia, as well as the finance, manufacturing, and shipping industries. While streamlining and optimizing its services and operations in NTT Group’s global cloud business, in procurement, NTT Group has promoted the unified specifications of procured goods and narrowing down of models to cut procurement costs, working to reform its business structure to strengthen the competitiveness of the entire NTT Group. Status of Initiatives to Improve Efficiency and Enhance Profitability of Domestic Network Businesses NTT Group worked to enhance profitability by creating high value-added services as well as optimizing capital investments and reducing costs for its domestic network businesses. Through its efforts with the “Hikari Collaboration Model” and “+d” to promote collaboration among various businesses, NTT Group worked to create high value-added services. In addition to simplifying and streamlining networks, NTT Group worked to increase the efficiency of capital investment by increasing the usage of existing facilities and reducing procurement costs. NTT Group continued to work to reduce costs by controlling marketing costs through the development of the “Hikari Collaboration Model” and by increasing business efficiency. In addition, in order to support the above initiatives, NTT Group worked to increase the transparency of information regarding group management, further standardize the group’s accounting principles, and bolster cash management including overseas subsidiaries. Furthermore, through project teams formed in FY2015, NTT Group reviewed initiatives aimed at cost reduction and generating profits. Status of Initiatives to Expand B2B2X Business The Japanese government has been developing and implementing a variety of policies centered on the Olympic and Paralympic Games Tokyo 2020 and the Japanese government’s “Vitalization of Local Economies” initiatives. NTT Group plans to make use of these opportunities to accelerate migration to the B2B2X model and, together with businesses in other fields and local governments, strengthen measures aimed at creating services that will become the standard of the next generation. In the sports business, NTT Group developed its B2B2X business through collaborations with the J. League and the U.K.-based Perform Group. As a test case, at NACK5 Stadium Omiya, the home stadium of the J. League soccer club Omiya Ardija, NTT Group implemented the creation of smart stadiums, working to create a new way to enjoy the match through fans’ smartphones and to stimulate the local communities by mutually referring customers to nearby businesses. NTT Group also began to roll out smart stadiums in J. League stadiums nationwide, establishing Wi-Fi access in Yurtec Stadium Sendai as the first project. Additionally, NTT Group launched a new sports content 44 Table of Contents distribution service including video from J. League matches. NTT Group made the “DAZN for docomo” service provided to smartphone users, and provided the “DAZN for docomo” and “DAZN” services for IP TV users through “Hikari-TV.” NTT Group promoted collaboration in the entertainment field including traditional arts such as joint testing with SHOCHIKU Co., Ltd. on a collaboration between NTT Group’s cutting-edge audiovisual recognition technology and kabuki. In addition to NTT Group’s agreement with FANUC CORPORATION, which involves collaborative projects in the area of making factories smarter by utilizing edge computing technology and application distribution technology, NTT Group promoted collaborations in a range of industrial fields, including initiatives to make agriculture smarter by monitoring crop-raising conditions through sensor information, aerial drone photography, and image analysis. In July 2016, the “Sapporo City ICT Utilization Platform Study Panel” was established with the goal of utilizing Sapporo City’s ICT to resolve regional social issues using NTT Group’s ICT technology in fields starting with tourism and sports, and including traffic and snow control, health, and childcare. NTT Group promoted the utilization of ICT in the tourism field in Sapporo City by collecting and analyzing big data (the flow of people and purchasing data centered on tourists) from Sapporo City and regional commercial facilities. Additionally, to establish Sapporo’s brand as a tourism and sports city, at the 2017 Sapporo Asian Winter Games held in February 2017, NTT Group proposed a new way to watch sports using cutting-edge ICT, working to invigorate sports tourism. Note: NTT, NTT East, NTT West, NTT Communications, and NTT DOCOMO are Gold Partners (Telecommunications Services) for the Olympic and Paralympic Games Tokyo 2020. Status of Initiatives for Sustained Improvement in Corporate Value While working to minimize medium- to long-term business risks by appropriately responding to social and environmental issues at NTT Group, NTT Group is promoting initiatives toward sustained improvement in corporate value by making effective contributions to the resolution of social and environmental issues through NTT Group’s business activities. Taking into account the UN’s “Sustainable Development Goals: SDGs,” NTT Group has been engaged in various activities including modifying the “NTT Group CSR Charter” in May 2016 and affirming NTT Group’s agreement with the SDGs in September 2016. Status of Initiatives for Cybersecurity While promoting cutting-edge R&D and moving forward with the development of the latest R&D results, NTT Group promoted a group-wide initiative through the “Group CISO Committee.” Furthermore, through the newly established NTT Security Corporation, NTT Group has created a system to provide cutting-edge security technology to NTT Group’s customers. Additionally, in terms of the nationwide issue of developing IT security engineers, NTT Group promoted human resource development within NTT Group and participated in the study panel for inter-industry human resources development, contributing to security personnel development on a national level. Status of Initiatives to Ensure Diverse Personnel Can Demonstrate their Talents Recognizing diversity management as a key part of NTT Group’s management strategy, NTT Group has striven to ensure diverse personnel can demonstrate their talents. For example, in terms of sexual minorities such as LGBT persons, in addition to receiving the highest level “GOLD” evaluation in the “PRIDE Index,” which evaluates companies’ approaches to sexual minorities such as LGBT persons, NTT Group promoted initiatives such as clarifying that the systems including leave for marriage also apply to same-sex partners. Furthermore, in 45 Table of Contents terms of NTT Group’s “Work Style Reform,” NTT Group is actively promoting the usage of the teleworking and flextime systems, regardless of rank or position, to create an easier working environment for all of NTT Group’s employees. Status of Initiatives for the Environment In September 2016, NTT Group announced the “NTT Group Environmental Statement” and “The Eco Strategy 2030,” pledging to contribute to lowering the environmental burden on society while contributing to adapting to climate change and preserving the ecosystem by providing ICT services and cutting-edge technology. While continuing to promote energy saving and cost cutting by introducing cutting-edge electrical power units, NTT Group is also contributing to energy saving in society through sales of these units. In addition to the above, NTT Group has taken group-wide initiatives to ensure the high stability and reliability of NTT Group’s networks. While quickly and efficiently recovering networks following the 2016 Kumamoto Earthquake, NTT Group also provided support to those affected by the disaster by installing a temporary free Wi-Fi hotspot in the evacuation center. Business Outlook Business Development Pursuant to the Medium-Term Management Strategy In line with its Medium-Term Management Strategy “Towards the Next Stage 2.0,” NTT Group will continue to work to reform its business structure and increase its capital efficiency through stock repurchases, aiming to grow its EPS (earnings per share) to 400 yen or more by the fiscal year ending March 31, 2018. Initiatives to Expand Global Business and Increase Overseas Profit Generation To realize solid sales growth in its overseas business, NTT Group will work to further enhance its global business promotion system as well as its services and products. Furthermore, by expanding its global accounts and promoting up-selling and cross-selling, NTT Group will work to enhance its sales and marketing. Additionally, NTT Group will continue to work to reform its business structure by maximizing cost efficiency and strengthening group governance and risk management. Initiatives to Improve Efficiency and Enhanced Profitability of Domestic Network Business In the highly competitive domestic fixed-line communications market and mobile communications market, NTT Group will continue to make efforts toward profit generation through increased efficiency in capital investment and cost reductions. Specifically, in relation to the increased efficiency in capital investment, NTT Group will work to make networks simplified and streamlined, to utilize the results of research and development including software control technology, to further increase the usage efficiency of existing facilities, and to unify specifications of procured goods and narrow down models in order to cut procurement costs. Additionally, NTT Group will work to make its IT systems more efficient through the use of the latest technology, including virtualization as well as shared platforms. With regard to cost reductions, NTT Group is continually enhancing initiatives to improve work processes by further standardizing and systematizing work. NTT Group will boost the competitiveness of its products and services through cost reductions, improve its user service and enhance returns to its customers, while simultaneously working to establish simple, efficient business operations based on its transition to the B2B2X model and other initiatives. 46 Table of Contents Initiatives to Expand B2B2X Business NTT Group is supporting the communications services field as a Gold Partner (Telecommunications Services) for the Olympic and Paralympic Games Tokyo 2020, and NTT Group sees the initiative to bring about Society 5.0 (the creation of a new smart society that helps to resolve social issues), which is being promoted through public-private partnerships, as a great opportunity to utilize its collective strength and organically use its national-scale fixed-line and mobile broadband networks, as well as its technology and know-how in the information systems field. In particular, by expanding its collaborations with businesses in other fields and local governments, NTT Group will accelerate the transition to the B2B2X model and work to create new value and emotions aimed at resolving social issues. Through the above efforts, NTT Group will create services that will be inherited as the standard of the next generation and connect to sustained growth in its domestic business. Promotion of Fundamental Research & Development NTT Group will develop the core technologies required for the achievement of its Medium-Term Management Strategy, including cloud, security, AI, and IoT in order to contribute to the acceleration of profit creation. NTT Group will also develop technology to reduce equipment cost by segmentalizing functions of network equipment and to reduce the time required for network building, maintenance, and operations. Simultaneously, through the promotion of collaboration with other companies toward the creation of new value, NTT Group will consistently transform output of R&D into new businesses and proactively expand both in Japan and abroad. Initiatives for Sustained Improvement in Corporate Value In accordance with the guidelines set out in “NTT Group CSR Charter,” NTT Group will help resolve the many social and environmental issues that exist both in and outside of Japan and promote collective initiatives toward improved corporate value and the sustainable development of society. Initiatives for Cybersecurity To continue to counter increasingly diverse and large-scale cyberattacks on international events, governments, and companies, while promoting the introduction of the latest R&D results, NTT Group will enhance its initiative to develop security personnel with high-level skills. Initiatives to Ensure Diverse Personnel Can Demonstrate their Talents NTT Group respects and utilizes personnel with diverse values and individuality, creating a work environment that ensures diverse personnel can demonstrate their talents, irrespective of gender, age, race, nationality, disability status, sexual orientation, or gender identity, advancing initiatives to deepen understanding of work-life management among all of its employees, and promoting its “Work Style Reform.” Initiatives for the Environment In accordance with the “NTT Group Environmental Statement,” NTT Group is promoting initiatives to contribute to lowering the environmental burden and adapting to climate change through the services and technologies provided by the Group companies such as its ICT services, as well as to preserve ecosystems in cooperation with all of its stakeholders including its business partners and local communities. Furthermore, NTT Group is continually working to improve energy efficiency and resource circulation throughout its business activities. In addition to the above initiatives, to secure high levels of stability and reliability for its network, NTT Group will work to provide even safer and more secure services through the accumulation of everyday network operational knowhow and implementation of disaster drills based on its collaborative frameworks with external agencies. 47 Table of Contents Results of Operations The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016 Operating Results Year Ended March 31, 2016 2017 Change Percent Change (in billions of yen) Operating revenues: 11,541.0 11,391.0 (150.0 ) (1.3 )% Fixed voice related services 1,330.0 1,233.9 (96.1 ) (7.2 )% Mobile voice related services 837.8 865.3 27.5 3.3 % IP/Packet communications services 3,757.8 3,809.0 51.1 1.4 % Sales of telecommunications equipment 953.0 806.5 (146.5 ) (15.4 )% System integration 3,063.5 3,041.6 (21.9 ) (0.7 )% Other 1,598.8 1,634.8 35.9 2.2 % Operating expenses 10,192.8 9,851.2 (341.6 ) (3.4 )% Operating income 1,348.1 1,539.8 191.6 14.2 % Other income (expenses) (18.9 ) (12.0 ) 6.9 36.4 % Income before income taxes and equity in earnings (losses) of affiliated companies 1,329.3 1,527.8 198.5 14.9 % Income tax expense (benefit) 354.8 468.4 113.5 32.0 % Equity in earnings (losses) of affiliated companies 5.8 (0.0 ) (5.8 ) — Net income 980.2 1,059.4 79.2 8.1 % Less—net income attributable to noncontrolling interests 242.5 259.2 16.8 6.9 % Net income attributable to NTT 737.7 800.1 62.4 8.5 % Operating Revenues NTT Group’s operating revenues are divided into six service categories, comprising fixed voice related services, mobile voice related services, IP/packet communications services, sales of telecommunications equipment, system integration and other. Operating revenues in the fiscal year ended March 31, 2017 decreased 1.3% from the previous fiscal year to ¥11,391.0 billion. This decrease was due to such factors as exchange rate fluctuations due to the appreciation of the yen, despite the increase in revenues from mobile communications services in the mobile communications business segment and continued expansion due to NTT Group’s overseas business. Operating revenues for each service category for the fiscal year ended March 31, 2017 are summarized as follows: Fixed Voice Related Services NTT Group’s fixed voice related services include a portion of the services it provides in the regional communications business segment and long distance and international communications business segment, such as telephone subscriber lines, INS-Net, conventional leased circuits and high speed digital. Fixed voice related revenues for the fiscal year ended March 31, 2017 decreased 7.2% from the previous fiscal year to ¥1,233.9 billion, accounting for 10.8% of total operating revenues. This was due to a continued decline in the number of subscriptions for telephone subscriber lines and INS-Net caused by the increased popularization of mobile phones and optical IP telephones, and an increase in free or low-priced communications services offered by OTT operators (content distribution services utilizing other companies’ communications infrastructure, allowing a service provider to distribute services without owning its own communications infrastructure). 48 Table of Contents Mobile Voice Related Services Mobile voice related services include a portion of the services NTT Group provides in the mobile communications business segment, such as LTE (Xi). Mobile voice related revenues for the fiscal year ended March 31, 2017 increased 3.3% from the previous fiscal year to ¥865.3 billion, accounting for 7.6% of total operating revenues. This was due to, among other things, growth in Voice ARPU. IP/Packet Communications Services NTT Group’s IP/packet communications services include a portion of the services it provides in the regional communications business segment, such as FLET’S Hikari, a portion of the services it provides in the long distance and international communications business segment, such as Arcstar Universal One, IP-VPN, and OCN, as well as a portion of the services it provides in the mobile communications business segment, such as LTE (Xi) packet communications services. In the fiscal year ended March 31, 2017, revenues from IP/packet communications services increased 1.4% from the previous fiscal year to ¥3,809.0 billion, accounting for 33.4% of total operating revenues. This increase was due to, among other things, the increased use of packets under the “Kake-hodai & Pake-aeru” billing plan and an increase in the number of subscriptions to docomo Hikari in the mobile communications business segment, despite a decrease in revenues due to the progress of transfers to the Hikari Collaboration Model in the regional communications business segment. Sales of Telecommunications Equipment This category includes a portion of the services NTT Group provides in the regional communications business segment and the mobile communications business segment. In the fiscal year ended March 31, 2017, revenues from telecommunications equipment sales decreased 15.4% from the previous fiscal year to ¥806.5 billion, accounting for 7.1% of total operating revenues. This decrease was primarily due to a decrease in the number of wholesale sales of handsets, such as smartphones, in the mobile communications business segment. System Integration NTT Group’s system integration services include its data communications business segment and a portion of the services it provides in the long distance and international communications business segment and the regional communications business segment. In the fiscal year ended March 31, 2017, revenues from system integration decreased 0.7% from the previous fiscal year to ¥3,041.6 billion, accounting for 26.7% of total operating revenues. This decrease was due to factors such as the impact of exchange rate fluctuations on overseas business, despite growth in both domestic and overseas business. Other Other services principally comprise building maintenance, real estate rentals, systems development, leasing activities and the Smart Life area in the mobile communications business segment. In the fiscal year ended March 31, 2017, revenues from other services increased 2.2% from the previous fiscal year to ¥1,634.8 billion, accounting for 14.4% of total operating revenues. This increase was due mainly to an increase in revenues associated with operations in the Smart Life area in the mobile communications business segment. 49 Table of Contents Operating Expenses Operating expenses in the fiscal year ended March 31, 2017 decreased 3.4% from the previous fiscal year to ¥9,851.2 billion. The reasons for the decrease are discussed below. Personnel expenses and expenses for purchase of goods and services and other expenses, described below, are included in cost of services, cost of equipment sold, cost of system integration, and selling, general and administrative expenses in the consolidated statements of income. Personnel Expenses Personnel expenses in the fiscal year ended March 31, 2017 decreased 1.0% from the previous fiscal year to ¥2,276.8 billion. This decrease was mainly due to a decrease in personnel expenses in the regional communications business segment due to employee retirements among other factors, despite the continued increase of personnel expenses in the data communication business segment. Expenses for Purchase of Goods and Services and Other Expenses In the fiscal year ended March 31, 2017, expenses for purchase of goods and services and other expenses decreased 1.1% from the previous fiscal year to ¥5,612.0 billion. This decrease was mainly due to efforts to improve operational efficiency leading to reduced expenses in the regional communications business segment, long distance and international communications business segment, mobile communications business segment and elsewhere, despite an increase in the number of consolidated overseas subsidiaries. Depreciation and Amortization Expenses Depreciation and amortization expenses in the fiscal year ended March 31, 2017 decreased 17.2% from the previous fiscal year to ¥1,462.2 billion. This decrease was mainly due to the change in NTT Group’s method for calculating depreciation of property, plant, and equipment from the declining-balance method to the straight-line method, in addition to improved efficiency in capital investments in the regional communications business and mobile communications business. Operating Income As a result of the foregoing, operating income for the fiscal year ended March 31, 2017 increased 14.2% from the previous fiscal year to ¥1,539.8 billion. Other Operating Revenues and Expenses Other Income (Expenses) Other expenses for the fiscal year ended March 31, 2017 decreased to ¥(12.0) billion, from ¥(18.9) billion in the previous fiscal year. Income before Income Taxes and Equity in Earnings (Losses) of Affiliated Companies Net income before income taxes in the fiscal year ended March 31, 2017 increased 14.9% from the previous fiscal year to ¥1,527.8 billion for the reasons discussed above. Income Tax Expense (Benefit) In the fiscal year ended March 31, 2017, income tax expense increased 32.0% from the previous fiscal year to ¥468.4 billion. This increase in income tax expense was due to an increase in net income before income taxes, in addition to the reduction to “Income tax expenses (benefit): Deferred” that occurred in the fiscal year ended 50 Table of Contents March 31, 2016 due to the decrease of the valuation allowance resulting from the change in the estimate of realizability of deferred tax assets by NTT West and NTT DOCOMO. As a result, effective tax rates for the fiscal year ended March 31, 2016 and for the fiscal year ended March 31, 2017 were 26.69%, and 30.66%, respectively. Equity in earnings (losses) of affiliated companies Equity in earnings (losses) of affiliated companies for the fiscal year ended March 31, 2017 was approximately equivalent to the previous fiscal year, decreasing to ¥(0.0) billion compared to ¥5.8 billion for the previous fiscal year. Net Income and Net Income Attributable to NTT As a result, net income for the fiscal year ended March 31, 2017 increased 8.1% from the previous fiscal year to ¥1,059.4 billion. Net income attributable to NTT (excluding the portion attributable to non-controlling interests) for the fiscal year ended March 31, 2017 increased 8.5% from the previous fiscal year to ¥800.1 billion. Segment Information NTT Group has five business segments: regional communications business, long distance and international communications business, mobile communications business, data communications business and other business. (For further details, see Note 18 to the Consolidated Financial Statements.) The regional communications business segment comprises fixed voice related services, IP/packet communications services, sales of telecommunications equipment, system integration services and other services. The long distance and international communications business segment principally comprises fixed voice related services, IP/packet communications services, system integration services and other services. The mobile communications business segment comprises mobile voice related services, IP/packet communications services, sales of telecommunications equipment and other services. The data communications business segment comprises system integration services. The other business segment principally comprises building maintenance, real estate rentals, systems development, leasing activities and other services related to research and development. 51 Table of Contents An overview of the operational results for each business segment is as follows (intersegment revenues are included in the operating revenues, operating expenses and operating income of operational results for each business segment): The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016 Fiscal Year Ended March 31, 2017 Service Types Operating Revenues (billions of yen) Comparison with Previous Fiscal Year (%) Regional communications business Fixed voice related services 1,210.6 (6.7 )% IP/packet communications services 1,540.8 (1.5 )% System integration services 166.2 3.1 % Other services 390.6 1.7 % Total (including intersegment revenues) 3,308.2 (2.9 )% Intersegment 571.5 14.4 % Total (excluding intersegment revenues) 2,736.7 (5.9 )% Long distance and international communications business Fixed voice related services 262.6 (7.9 )% IP/packet communications services 397.2 6.8 % System integration services 1,303.3 (8.6 )% Other services 166.2 (1.5 )% Total (including intersegment revenues) 2,129.3 (5.4 )% Intersegment 89.1 (0.5 )% Total (excluding intersegment revenues) 2,040.2 (5.6 )% Mobile communications business Mobile voice related services 875.2 3.0 % IP/packet communications services 2,101.3 7.5 % Other services 1,608.1 (6.7 )% Total (including intersegment revenues) 4,584.6 1.3 % Intersegment 48.7 12.1 % Total (excluding intersegment revenues) 4,535.8 1.2 % Data communications business System integration services (including intersegment revenues) 1,718.7 6.3 % Intersegment 109.6 5.4 % Total (excluding intersegment revenues) 1,609.2 6.4 % Other business Other services (including intersegment revenues) 1,282.3 (0.9 )% Intersegment 813.1 (0.8 )% Total (excluding intersegment revenues) 469.2 (1.2 )% Total Consolidated Operating Revenues 11,391.0 (1.3 )% Note: The above figures do not include consumption tax or other taxes. (1) Regional Communications Business Segment Operating revenues in the regional communications business segment for the fiscal year ended March 31, 2017 decreased to ¥3,308.2 billion (a decrease of 2.9% from the previous fiscal year) due to a decrease in revenues from fixed voice-related services, among other factors. On the other hand, operating expenses decreased to ¥2,948.7 billion in the fiscal year ended March 31, 2017 (a decrease of 6.2% from the previous fiscal year), as a result of reducing expenses by controlling marketing 52 Table of Contents costs through the development of the Hikari Collaboration Model and by sustained operational efficiency, as well as a decrease in depreciation and amortization expenses due to the change in calculating the depreciation method. As a result, segment operating income in the fiscal year ended March 31, 2017 increased 35.7% to ¥359.5 billion. The state of operations for each service in the regional communications business segment was as follows: (Fixed Voice Related Services) Fixed voice related revenues for the fiscal year ended March 31, 2017 in this segment decreased to ¥1,210.6 billion (a decrease of ¥87.5 billion (6.7%) from the previous fiscal year), primarily due to the reasons below. As a result of the shift in customer demand to mobile telephones, IP phones and broadband access services and to free or low-priced communications services offered by OTT operators, the aggregate number of fixed line subscriptions (fixed-line telephone & INS-Net) as of March 31, 2017 stood at 21,336 thousand, a decrease of 1,382 thousand from the previous fiscal year. The numbers of fixed-line telephone and INS-Net subscriptions were as follows: As of March 31, 2016 2017 Change Percent Change (in thousands) NTT East: Telephone subscriptions 9,875 9,315 (559 ) (5.7 )% INS-Net subscriptions 1,414 1,293 (121 ) (8.6 )% NTT West: Telephone subscriptions 10,068 9,482 (586 ) (5.8 )% INS-Net subscriptions 1,361 1,246 (116 ) (8.5 )% (1) Number of Telephone subscriptions is the total of individual lines and central station lines (including lines under the Subscriber Telephone Light Plan). (2) INS-Net includes INS-Net 64 and INS-Net 1500. In terms of the number of channels, transmission rate, and line use rate (base rate), INS-Net 1500 is in all cases roughly ten times greater than INS-Net 64. For this reason, one INS-Net 1500 subscription is calculated as ten INS-Net 64 subscriptions (including INS-Net 64 Lite Plan subscriptions). For the fiscal year ended March 31, 2017, aggregate fixed-line ARPU (telephone subscriber lines plus INS-Net subscriber lines) was ¥2,610 for NTT East and ¥2,580 for NTT West, a decrease of ¥40 (1.5%) and ¥30 (1.1%), respectively, from the corresponding figures in the previous fiscal year. This decline was due to, among other factors, the shift by high-volume users to IP telephone services and the migration of users from fixed-line services to mobile phone services. See “—Segment Information—The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016—Footnote 2, ‘ARPU: Average monthly revenue per unit’” for a description of ARPU, and “—Segment Information—The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016—Footnote 3, ‘Method of calculating ARPU—(a) NTT East, NTT West’” for a description of how aggregate fixed-line ARPU is calculated. (IP/Packet Communications Services) Revenues for IP/Packet Communications Services in this segment decreased to ¥1,540.8 billion (a decrease of ¥23.6 billion (1.5%) from the previous fiscal year), primarily due to the reasons below. As a result of NTT’s initiatives to expand its B2B2X business through the Hikari Collaboration Model, as of March 31, 2017, the number of FLET’S Hikari subscriptions (including the Hikari Collaboration Model) had 53 Table of Contents risen to 20,053 thousand channels, an increase of 794 thousand (4.1%) compared to the previous fiscal year; the number of Hikari Denwa subscriptions increased to 17,759 thousand channels, an increase of 385 thousand channels (2.2%) compared to the previous fiscal year; and the number of FLET’S TV subscriptions increased to 1,521 thousand channels, an increase of 89 thousand channels (6.2%) compared to the previous fiscal year. The numbers of subscriptions for “FLET’S Hikari (including the Hikari Collaboration Model),” “FLET’S ADSL,” “Hikari Denwa,” the IP telephone service, and “FLET’S TV Transmission Service” were as follows: As of March 31, 2016 2017 Change Percent Change (in thousands) NTT East: FLET’S Hikari (including the Hikari Collaboration Model)(1) 10,666 11,173 507 4.8 % FLET’S ADSL 475 411 (64 ) (13.5 )% Hikari Denwa (channels)(2) 9,123 9,369 246 2.7 % FLET’S TV Transmission Service(2) 910 951 42 4.6 % NTT West: FLET’S Hikari (including the Hikari Collaboration Model)(1) 8,593 8,880 287 3.3 % FLET’S ADSL 577 508 (70 ) (12.1 )% Hikari Denwa (channels)(2) 8,252 8,390 139 1.7 % FLET’S TV Transmission Service(2) 522 570 48 9.2 % (1) FLET’S Hikari (including Hikari Collaboration Model) includes B FLET’S, FLET’S Hikari Next, FLET’S Hikari Light, FLET’S Hikari Lightplus and FLET’S Hikari WiFi Access provided by NTT East, B FLET’S, FLET’S Hikari Premium, FLET’S Hikari Mytown, FLET’S Hikari Next, FLET’S Hikari Light and FLET’S Hikari WiFi Access provided by NTT West, and the “Hikari Collaboration Model,” the wholesale provision of services by NTT East and NTT West to service providers. (2) The figures for “Hikari Denwa” and “FLET’S TV Transmission Service” include wholesale services provided to service providers by NTT East and NTT West. FLET’S Hikari ARPU for the fiscal year ended March 31, 2017 was ¥5,250 for NTT East, ¥260 (4.7%) lower than in the previous fiscal year. FLET’S Hikari ARPU for the fiscal year ended March 31, 2017 for NTT West was ¥5,280, ¥190 (3.5%) lower than in the previous fiscal year. These reductions were due to reduced earnings as a result of the progress of the Hikari Collaboration Model, among other factors. See “—Segment Information—The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016—Footnote 3, ‘Method of calculating ARPU—(a) NTT East, NTT West’” for a description of how FLET’S Hikari ARPU is calculated. (Other Services) With respect to system integration and other services, NTT Group worked to promote the utilization of ICT by providing services that are responsive to the issues and needs of each of its customers, including businesses and local governments. (2) Long Distance and International Communications Business Segment Operating revenues in the long distance and international communications business segment for the fiscal year ended March 31, 2017 decreased to ¥2,129.3 billion (a decrease of 5.4% from the previous fiscal year) due to, among other things, the impact of exchange rate fluctuations and a reduction in revenues from fixed voice-related services, despite an increase in revenues from data networks and growth in both domestic and overseas businesses based on the data center business. On the other hand, operating expenses for the fiscal year ended March 31, 2017 also decreased to ¥2,088.4 billion (a decrease of 3.1% from the previous fiscal year) due to, among other things, decreased expenses, such as cost reductions due to increased efficiency in service sales costs 54 Table of Contents for consumer services, and reductions based on exchange rate fluctuations, partially offset by temporary expenses relating to structural changes and by impairments such as goodwill in Dimension Data. As a result, segment operating income in the fiscal year ended March 31, 2017 decreased to ¥40.8 billion (a decrease of 57.8% from the previous fiscal year). Operations for each service in the long distance and international communications business segment were as follows: (Fixed Voice Related Services) Revenues for fixed voice-related services in this segment decreased to ¥262.6 billion (a decrease of ¥22.5 billion (7.9%) from the previous fiscal year). This decrease was primarily due to, among other things, a decrease in the number of fixed telephone subscriptions due to the increasing popularization of mobile phones and optical IP phones and the increase in the number of free or low-priced communications services offered by OTT operators. (IP/Packet Communications Services) Revenues for IP/packet communications services in this segment increased to ¥397.2 billion (an increase of ¥25.4 billion (6.8%) from the previous fiscal year). This increase was primarily due to the initiatives described below. In terms of products for individual customers, for “OCN mobile ONE,” an LTE-compatible mobile data communications service, NTT Communications increased the number of its subscribers by adding new options and rate plans, such as launching Wi-Fi hotspots that can be connected to for free, and billing plans that provide high volumes of data that can be shared by multiple users under the same plan. For enterprise customers, NTT Communications worked to increase the number of subscriptions for “Arcstar Universal One,” a corporate network service, by launching a number of advanced functions, such as improved functions that provide optionality for opening of new lines immediately on demand and changing bandwidth on demand. The following table shows the number of subscriptions for IP/packet communications-related services in the long distance and international communications business segment: As of March 31 2016 2017 Change Percent change (in thousands) Network Services (VPN)*1 (lines) 339 353 14 4.2 % OCN (ISP) 8,046 7,739 (307 ) (3.8 )% Plala (ISP)*2 3,005 3,106 101 3.4 % Hikari TV*2 3,052 3,023 (29 ) (0.9 )% *1 “Network Services (VPN)” includes Arcstar Universal One and Arcstar Global IP-VPN. *2 Revenues from Plala and Hikari TV are included in “Other” operating revenues. (System Integration Services) Revenues for systems integration services in this segment decreased to ¥1,303.3 billion (a decrease of ¥122.0 billion (8.6%) from the previous fiscal year). This decrease was due to the impact of exchange rate fluctuations, despite strengthened efforts to expand global cloud services as the foundation of the business for the entire NTT Group. Among its primary initiatives, in order to further strengthen its ability to provide full-stack and full-lifecycle services, NTT Group worked to expand its cloud computing platforms through establishing data centers. NTT 55 Table of Contents Group also worked to strengthen its ability to offer seamless ICT solutions combining network and security and other features and to strengthen its ability to provide services in the growth areas of cloud services and IT outsourcing. In particular, NTT Group expanded the AI capabilities it had installed on the managed security services operations platform of “WideAngle,” NTT Com’s comprehensive risk-management service, substantially strengthening its cyber-attack analysis logic. In addition, NTT Com has been working to provide services that comprehensively support risk management and counter-measures against increasingly sophisticated and malicious security threats in conjunction with NTT Security Corporation. (3) Mobile Communications Business Segment Consolidated operating revenues for the mobile communications business segment for the fiscal year ended March 31, 2017 increased to ¥4,584.6 billion (an increase of 1.3% from the previous fiscal year) due to, among other factors, increased packet usage under the “Kake-hodai & Pake-aeru” billing plan and an increase in the number of docomo Hikari subscriptions, in addition to the growth of NTT Group’s Smart Life area, despite a decrease in the number of wholesale device sales. On the other hand, despite an increase in revenue-linked expenses as a result of the expansion of NTT Group’s docomo Hikari business and growth of the Smart Life area, consolidated operating expenses for the fiscal year ended March 31, 2017 decreased to ¥3,632.9 billion (a decrease of 2.8% from the previous fiscal year) due to, among other factors, the promotion of cost optimization initiatives and the change in calculating the depreciation method. As a result, consolidated operating income increased to ¥951.6 billion (an increase of 20.7% from the previous fiscal year). Operations for each service in the mobile communications business segment were as follows: (Mobile Voice Related Services / IP/Packet Communications Services) Revenues for mobile voice-related services in this segment increased to ¥875.2 billion (an increase of ¥25.8 billion (3.0%) from the previous fiscal year). This increase was primarily due to an increase in Voice ARPU. Furthermore, IP/Packet Communications Services revenues increased to ¥2,101.3 billion (an increase of ¥146.5 billion (7.5%) from the previous fiscal year). This increase was due to an increase in Packet ARPU driven by increased demand for second tablet devices, leading to increased packet usage under the “Kake-hodai & Pake-aeru” billing plan, and an increase in the number of docomo Hikari subscriptions, despite a decrease in revenues due to the effect of strengthening efforts to enhance returns to customers. As of March 31, 2017, the number of subscriptions to NTT DOCOMO mobile phone services increased by 3.92 million, from 70.96 million at the end of the previous fiscal year to 74.88 million subscriptions. In addition, churn rates decreased by three basis points to 0.59%. The following table shows the number of mobile communications subscriptions and estimated market share: As of March 31, 2016 2017 Change Percent Change (in thousands) Mobile phone services(1) 70,964 74,880 3,916 5.5 % (Included in the above) Kake-hodai & Pake-aeru 29,704 37,066 7,362 24.8 % LTE (Xi) services 38,679 44,544 5,865 15.2 % FOMA services 32,285 30,336 (1,949 ) (6.0 )% Estimated mobile phone market share(1)(2) 45.3 % 46.0 % 0.7 points — sp-mode services 32,463 35,921 3,458 10.7 % i-mode services 18,770 15,493 (3,277 ) (17.5 )% (1) Mobile phone services subscriptions, LTE (Xi) services subscriptions and FOMA services subscriptions include communications module service subscriptions. (2) Market share data is based on number of subscriptions of other carriers, which is computed based on figures released by the Telecommunications Carriers Association. 56 Table of Contents Aggregate ARPU of mobile phone services increased by ¥260 (6.2%) to ¥4,430 in the fiscal year ended March 31, 2017, from ¥4,170 in the fiscal year ended March 31, 2016. This was due to an increase of ¥40 (3.3%) in Voice ARPU to ¥1,250 in the fiscal year ended March 31, 2017, from ¥1,210 in the fiscal year ended March 31, 2016, resulting from, among other factors, the effect of continued transition to the “Kake-hodai & Pake-aeru” billing plan, despite a decrease in revenues due to the effect of strengthening efforts to enhance returns to customers, and an increase of ¥220 (7.4%) in Data ARPU to ¥3,180 in the fiscal year ended March 31, 2017, from ¥2,960 in the fiscal year ended March 31, 2016, resulting from, among other factors, increased usage of smartphones and increased demand for second devices, such as tablets, despite a decrease in revenues due to the effect of strengthening efforts to enhance returns to customers. See “—Segment Information—The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016—Footnote 1, ‘MOU (average monthly minutes of use per unit): Average communication time per subscription’” at the end of this item for a description of how MOU is calculated. See “—Segment Information—The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016—Footnote 3, ‘Method of calculating ARPU—(b) NTT DOCOMO’” at the end of this item for a description of how ARPU is calculated for mobile phone services. The following table shows data regarding ARPU and MOU of mobile phone services: As of March 31, 2016 2017 Change Percent Change Aggregate ARPU ¥ 4,170 ¥ 4,430 ¥ 260 6.2 % Voice ARPU 1,210 1,250 40 3.3 % Data ARPU 2,960 3,180 220 7.4 % Packet ARPU 2,910 2,990 80 2.7 % “docomo Hikari” ARPU 50 190 140 280.0 % MOU (minutes) 133 137 4 3.0 % (Other Services) Revenues from other services in this segment decreased by ¥114.8 billion (6.7%) from the previous fiscal year to ¥1,608.1 billion. This decrease was due a reduction in the number of devices sold, despite growth in the Smart Life area. (4) Data Communications Business Segment Operating revenues in the data communications business segment for the fiscal year ended March 31, 2017 increased to ¥1,718.7 billion (an increase of 6.3% from the previous fiscal year) due to, among other things, an increase in the number of consolidated subsidiaries resulting from the acquisition of the Dell Services Division, and an expansion of the scale of its business with the distribution and services industries and with government agencies, partially offset by a decrease in operating revenues from the impact of exchange rate fluctuations. On the other hand, operating expenses increased to ¥1,610.8 billion (an increase of 7.1% from the previous fiscal year) due to, among other things, an increase in personnel expenses and expenses for purchase of goods and services and other expenses as a result of the increase in the number of consolidated subsidiaries, in addition to M&A-related temporary expenses, partially offset by a smaller impact from unprofitable transactions. As a result, segment operating income in the fiscal year ended March 31, 2017 decreased 4.3% from the previous fiscal year to ¥107.9 billion. (5) Other Business Segment In the other business segment, operating revenues for the fiscal year ended March 31, 2017 decreased to ¥1,282.3 billion (a decrease of 0.9% from the previous fiscal year), primarily due to decreased revenues in the 57 Table of Contents construction and electricity businesses. On the other hand, operating expenses for the fiscal year ended March 31, 2017 also decreased to ¥1,205.0 billion (a decrease of 1.3% from the previous fiscal year) due to, among other things, a decrease in revenue-linked expenses. As a result, segment operating income increased to ¥77.3 billion (an increase of 4.4% from the previous fiscal year). (Reference) Geographic Sales Information As of March 31, 2016 2017 Change Percent Change (in billions of yen) Domestic(*) 9,646.2 9,556.4 (89.8 ) (0.9 )% Overseas(*) 1,894.8 1,834.6 (60.2 ) (3.2 )% Operating revenues (Total) 11,541.0 11,391.0 (150.0 ) (1.3 )% (*) Figures are shown based on the geographic location of the services and products provided. Domestic operating revenues for the fiscal year ended March 31, 2017 decreased to ¥9,556.4 billion (a decrease of 0.9% from the previous fiscal year), due to, among other things, a decrease in fixed voice related revenues and revenues from the sale of telecommunications equipment. Foreign operating revenues for the fiscal year ended March 31, 2017 decreased to ¥1,834.6 billion (a decrease of 3.2% from the previous fiscal year) due to, among other things, the decrease in operating revenues from the impact of exchange rate fluctuations, partially offset by the impact of the expansion of overseas consolidated subsidiaries. Notes: 1. MOU (average monthly minutes of use per unit): Average communication time per user 2. ARPU: Average monthly revenue per unit Average monthly revenue per unit, or ARPU, is used to measure average monthly operating revenues on a per subscriber (user) basis. In the case of NTT Group’s fixed-line business, ARPU is calculated by dividing revenue items included in the operating revenues of NTT Group’s regional communications business segment (i.e., fixed-line (telephone subscriber lines plus INS-Net subscriber lines) and FLET’S Hikari) by the number of Active Subscribers to the relevant services. In the case of the mobile communications business, ARPU is calculated by dividing communications services revenue items included in operating revenues from NTT Group’s mobile communications business segment, such as revenues from LTE (Xi) mobile phone services, FOMA mobile phone services and docomo Hikari services (with certain exceptions), by the number of Active users to the relevant services. The calculation of these figures excludes revenues that are not representative of monthly average usage, such as telecommunications equipment sales, activation fees and universal service charges. NTT believes that its ARPU figures calculated in this way provide useful information regarding the monthly average usage of its subscribers. The revenue items included in the numerators of NTT Group’s ARPU figures are based on its financial results comprising its U.S. GAAP results of operations. 3. Method of calculating ARPU (a) NTT East and NTT West NTT separately computes the following two categories of ARPU for the fixed-line business conducted by each of NTT East and NTT West, using the following measures: • Aggregate Fixed-line ARPU (Telephone Subscriber Lines + INS-Net Subscriber Lines): Calculated based on revenues from monthly charges and call charges for Telephone Subscriber 58 Table of Contents Lines and INS-Net Subscriber Lines, which are included in operating revenues from Voice Transmission Services (excluding IP Services), and revenues from FLET’S ADSL and FLET’S ISDN, which are included in operating revenues from IP Services. • FLET’S Hikari ARPU: Calculated based on revenues from FLET’S Hikari (including FLET’S Hikari optional services), which are included in operating revenues from IP Services and Supplementary Business, revenues from monthly charges, call charges and device connection charges for Hikari Denwa, which are included in operating revenues from IP Services, and revenues from “FLET’S Hikari” optional services, which are included in Supplementary Business revenues. (1) FLET’S Hikari includes B FLET’S, FLET’S Hikari Next, FLET’S Hikari Light, FLET’S Hikari Lightplus and FLET’S Hikari WiFi Access provided by NTT East, B FLET’S, FLET’S Hikari Premium, FLET’S Hikari Mytown, FLET’S Hikari Next, FLET’S Hikari Light and FLET’S Hikari WiFi Access provided by NTT West, and the “Hikari Collaboration Model” wholesale provision of services provided by NTT East and NTT West to service providers. FLET’S Hikari optional services include wholesale services provided to service providers by NTT East and NTT West. (2) Revenues from interconnection charges are excluded from the calculation of Aggregate Fixed-line ARPU (Telephone Subscriber Lines + INS-Net Subscriber Lines) and FLET’S Hikari ARPU. (3) For purposes of calculating Aggregate Fixed-line ARPU (Telephone Subscriber Lines + INS-Net Subscriber Lines), the number of subscribers is the number of subscribers for fixed-line services (telephone subscriber lines or INS Net subscriber lines). (4) In terms of number of channels, transmission rate, and line use rate (base rate), INS-Net 1500 is in all cases roughly ten times greater than INS-Net 64. For this reason, one INS-Net 1500 subscription is calculated as ten INS-Net 64 subscriptions. (5) For purposes of calculating FLET’S Hikari ARPU, the number of subscribers is determined based on the number of FLET’S Hikari subscribers (including B FLET’S, FLET’S Hikari Next, FLET’S Hikari Light, FLET’S Hikari Lightplus and FLET’S Hikari WiFi Access provided by NTT East, B FLET’S, FLET’S Hikari Premium, FLET’S Hikari Mytown, FLET’S Hikari Next, FLET’S Hikari Light and FLET’S Hikari WiFi Access provided by NTT West), and “Hikari Collaboration Model” wholesale services provided by NTT East and NTT West to service providers. (6) Number of Active Subscribers used in the ARPU calculation of NTT East and NTT West is as below: FY Results: Sum of number of Active Subscribers for each month from April to March Active Subscribers = (number of subscribers at end of previous month + number of subscribers at end of current month)/2 (b) NTT DOCOMO NTT computes ARPU for NTT DOCOMO as follows: Aggregate ARPU = Voice ARPU + Packet ARPU + “docomo Hikari” ARPU. Voice ARPU: Voice ARPU-related revenues (basic monthly charges and voice communications charges) / Number of Active Users Packet ARPU: Packet ARPU-related revenues (flat monthly fees and packet communication charges) / Number of Active Users docomo Hikari ARPU: docomo Hikari ARPU-related revenues (basic monthly charges and voice communication charges) / Number of Active Users 59 Table of Contents The sum of Packet ARPU and docomo Hikari ARPU is referred to as “Data ARPU.” (1) Number of Active Users used in the ARPU calculation of NTT DOCOMO is as below. FY Results: Sum of number of Active Users for each month from April to March Active Users = (number of users at end of previous month + number of users at end of current month)/2. (2) The number of “users” used to calculate ARPU is the total number of subscriptions, excluding the subscriptions listed below: No. of active users = subscriptions a. Subscriptions of communication module services, “Phone Number Storage,” “Mail Address Storage,” “docomo Business Transceiver” and wholesale telecommunications services and interconnecting telecommunications facilities that are provided to Mobile Virtual Network Operators (MVNOs); and b. Data Plan subscriptions in the case where the customer contracting for such subscription in his/her name also has a subscription for Xi or FOMA services in his/her name. Revenues from communication module services, “Phone Number Storage,” “Mail Address Storage,” “docomo Business Transceiver” and wholesale telecommunications services and interconnecting telecommunications facilities that are provided to Mobile Virtual Network Operators (MVNOs) are not included in NTT DOCOMO’s ARPU calculation. The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015 Operating Results Year Ended March 31, 2015 2016 Change Percent Change (in billions of yen) Operating revenues: 11,095.3 11,541.0 445.7 4.0 % Fixed voice related services 1,441.4 1,330.0 (111.4 ) (7.7 )% Mobile voice related services 872.1 837.8 (34.2 ) (3.9 )% IP/Packet communications services 3,672.2 3,757.8 85.7 2.3 % Sales of telecommunications equipment 997.0 953.0 (44.0 ) (4.4 )% System integration 2,691.8 3,063.5 371.7 13.8 % Other 1,421.0 1,598.8 177.9 12.5 % Operating expenses 10,010.8 10,192.8 182.1 1.8 % Operating income 1,084.6 1,348.1 263.6 24.3 % Other income (expenses) (17.9 ) (18.9 ) (1.0 ) (5.3 )% Income before income taxes and equity in earnings (losses) of affiliated companies 1,066.6 1,329.3 262.6 24.6 % Income tax expense (benefit) 397.3 354.8 (42.5 ) (10.7 )% Equity in earnings (losses) of affiliated companies 5.9 5.8 (0.1 ) (2.0 )% Net income 675.2 980.2 305.0 45.2 % Less—net income attributable to noncontrolling interests 157.1 242.5 85.4 54.3 % Net income attributable to NTT 518.1 737.7 219.7 42.4 % Operating Revenues NTT Group’s operating revenues are divided into six service categories, comprising fixed voice related services, mobile voice related services, IP/packet communications services, sales of telecommunications equipment, system integration and other. 60 Table of Contents Operating revenues in the fiscal year ended March 31, 2016 increased 4.0% from the previous fiscal year to ¥11,541.0 billion. This increase was due to such factors as an increase in domestic business revenues as a result of the increase in mobile communications and system integration revenues, in addition to the growth in overseas business. Operating revenues for each service category for the fiscal year ended March 31, 2016 are summarized as follows: Fixed Voice Related Services NTT Group’s fixed voice related services include a portion of the services it provides in the regional communications business segment and long distance and international communications business segment, such as telephone subscriber lines, INS-Net, conventional leased circuits and high speed digital. Fixed voice related revenues for the fiscal year ended March 31, 2016 decreased 7.7% from the previous fiscal year to ¥1,330.0 billion, accounting for 11.5% of total operating revenues. This was due to a continued decline in the number of subscriptions for telephone subscriber lines and INS-Net caused by the increased popularization of mobile phones and optical IP telephones, and an increase in free or low-priced communications services offered by OTT operators (content distribution services utilizing other companies’ communications infrastructure, allowing a service provider to distribute services without owning its own communications infrastructure). Mobile Voice Related Services Mobile voice related services include a portion of the services NTT Group provides in the mobile communications business segment, such as LTE (Xi). Mobile voice related revenues for the fiscal year ended March 31, 2016 decreased 3.9% from the previous fiscal year to ¥837.8 billion, accounting for 7.3% of total operating revenues. This was due to, among other things, the discount effect of the “Monthly Support” discount program. IP/Packet Communications Services NTT Group’s IP/packet communications services include a portion of the services it provides in the regional communications business segment, such as FLET’S Hikari, a portion of the services it provides in the long distance and international communications business segment, such as Arcstar Universal One, IP-VPN, and OCN, as well as a portion of the services it provides in the mobile communications business segment, such as LTE (Xi) packet communications services. In the fiscal year ended March 31, 2016, revenues from IP/packet communications services increased 2.3% from the previous fiscal year to ¥3,757.8 billion, accounting for 32.6% of total operating revenues. This increase was due to, among other things, an increase in subscriptions for FLET’S Hikari (including Hikari Collaboration Model) in the regional communications business segment and the promotion of upgrades to higher-level plans of the “Kake-hodai & Pake-aeru” billing plan. Sales of Telecommunications Equipment This category includes a portion of the services NTT Group provides in the regional communications business segment and the mobile communications business segment. In the fiscal year ended March 31, 2016, revenues from telecommunications equipment sales decreased 4.4% from the previous fiscal year to ¥953.0 billion, accounting for 8.3% of total operating revenues. This decrease was due to a decrease in the number of wholesale sales of handsets, such as smartphones, in the mobile communications business segment. 61 Table of Contents System Integration NTT Group’s system integration services include its data communications business segment and a portion of the services it provides in the long distance and international communications business segment and the regional communications business segment. In the fiscal year ended March 31, 2016, revenues from system integration increased 13.8% from the previous fiscal year to ¥3,063.5 billion, accounting for 26.5% of total operating revenues. This increase was due to factors such as the growth in both domestic and overseas business. Other Other services principally comprise building maintenance, real estate rentals, systems development, leasing activities and the Smart Life area in the mobile communications business segment. In the fiscal year ended March 31, 2016, revenues from other services increased 12.5% from the previous fiscal year to ¥1,598.8 billion, accounting for 13.9% of total operating revenues. This increase was due mainly to an increase in revenues associated with operations in the Smart Life business in the mobile communications business segment and an increase in revenues in the real estate business. Operating Expenses Operating expenses in the fiscal year ended March 31, 2016 increased 1.8% from the previous fiscal year to ¥10,192.8 billion. The reasons for the increase are discussed below. Personnel expenses and expenses for purchase of goods and services and other expenses, described below, are included in cost of services, cost of equipment sold, cost of system integration, and selling, general and administrative expenses in the consolidated statements of income. Personnel Expenses Personnel expenses in the fiscal year ended March 31, 2016 increased 0.9% from the previous fiscal year to ¥2,299.7 billion. This increase was mainly due to an increase in personnel expenses due to the increase in consolidated overseas subsidiaries and the increase in overseas business operations, despite the focus on reducing the number of personnel employed in the regional communications business segment. Expenses for Purchase of Goods and Services and Other Expenses In the fiscal year ended March 31, 2016, expenses for purchase of goods and services and other expenses increased 4.1% from the previous fiscal year to ¥5,675.9 billion. Efforts to improve operational efficiency led to reduced expenses in the regional communications business segment, long distance and international communications business segment and mobile communications business segment. However, overall expenses increased compared with the previous fiscal year as a result of, among other things, an increase in the number of consolidated overseas subsidiaries. Depreciation and Amortization Expenses Depreciation and amortization expenses in the fiscal year ended March 31, 2016 decreased 3.4% from the previous fiscal year to ¥1,766.3 billion. This decrease was mainly due to a reduction in investments as a result of making more efficient capital investments in the regional communications business and mobile communications business, which offset the increase in depreciation and amortization expenses due to the increase in capital investments for data centers and other investments in the long distance and international communications business segment. 62 Table of Contents Operating Income As a result of the foregoing, operating income for the fiscal year ended March 31, 2016 increased 24.3% from the previous fiscal year to ¥1,348.1 billion. Other Operating Revenues and Expenses Other Income (Expenses) Other income (expenses) for the fiscal year ended March 31, 2016 slightly decreased to ¥(18.9) billion, from ¥(17.9) billion in the previous fiscal year. Income before Income Taxes and Equity in Earnings (Losses) of Affiliated Companies Net income before income taxes in the fiscal year ended March 31, 2016 increased 24.6% from the previous fiscal year to ¥1,329.3 billion for the reasons discussed above. Income Tax Expense (Benefit) In the fiscal year ended March 31, 2016, income tax expense decreased 10.7% from the previous fiscal year to ¥354.8 billion. This decrease in income tax expense was primarily due to the reduction to “Income tax expenses (benefit): Deferred” due to the decrease of the valuation allowance resulting from the change in the estimate of realizability of deferred tax assets by NTT West and NTT DOCOMO. As a result, effective tax rates for the fiscal year ended March 31, 2015 and for the fiscal year ended March 31, 2016 were 37.25%, and 26.69%, respectively. Equity in earnings (losses) of affiliated companies Equity in earnings (losses) of affiliated companies for the fiscal year ended March 31, 2016 was approximately equivalent to the previous fiscal year, decreasing slightly to ¥5.8 billion compared to ¥5.9 billion for the previous fiscal year. Net Income and Net Income Attributable to NTT As a result, net income for the fiscal year ended March 31, 2016 increased 45.2% from the previous fiscal year to ¥980.2 billion. Net income attributable to NTT (excluding the portion attributable to non-controlling interests) for the fiscal year ended March 31, 2016 increased 42.4% from the previous fiscal year to ¥737.7 billion. Segment Information NTT Group has five business segments: regional communications business, long distance and international communications business, mobile communications business, data communications business and other business. (For further details, see Note 18 to the Consolidated Financial Statements.) The regional communications business segment comprises fixed voice related services, IP/packet communications services, sales of telecommunications equipment, system integration services and other services. The long distance and international communications business segment principally comprises fixed voice related services, IP/packet communications services, system integration services and other services. The mobile communications business segment comprises mobile voice related services, IP/packet communications services, sales of telecommunications equipment and other services. The data communications business segment comprises system integration services. 63 Table of Contents The other business segment principally comprises building maintenance, real estate rentals, systems development, leasing activities and other services related to research and development. An overview of the operational results for each business segment is as follows (intersegment revenues are included in the operating revenues, operating expenses and operating income of operational results for each business segment): The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015 Fiscal Year Ended March 31, 2016 Service Types Operating Revenues (billions of yen) Comparison with Previous Fiscal Year (%) Regional communications business Fixed voice related services 1,298.0 (7.7 )% IP/packet communications services 1,564.4 1.1 % System integration services 161.2 (1.4 )% Other services 384.2 (1.3 )% Total (including intersegment revenues) 3,407.9 (2.8 )% Intersegment 499.6 5.6 % Total (excluding intersegment revenues) 2,908.2 (4.1 )% Long distance and international communications business Fixed voice related services 285.1 (7.2 )% IP/packet communications services 371.9 2.7 % System integration services 1,425.3 22.9 % Other services 168.6 (0.7 )% Total (including intersegment revenues) 2,250.9 12.6 % Intersegment 89.5 (2.5 )% Total (excluding intersegment revenues) 2,161.4 13.4 % Mobile communications business Mobile voice related services 849.4 (3.9 )% IP/packet communications services 1,954.8 5.5 % Other services 1,722.9 4.6 % Total (including intersegment revenues) 4,527.1 3.3 % Intersegment 43.5 0.9 % Total (excluding intersegment revenues) 4,483.7 3.3 % Data communications business System integration services (including intersegment revenues) 1,616.8 7.0 % Intersegment 104.0 (5.2 )% Total (excluding intersegment revenues) 1,512.8 8.0 % Other business Other services (including intersegment revenues) 1,294.5 1.7 % Intersegment 819.6 (4.4 )% Total (excluding intersegment revenues) 474.8 14.5 % Total Consolidated Operating Revenues 11,541.0 4.0 % Note: The above figures do not include consumption tax or other taxes. (1) Regional Communications Business Segment Despite an increase in IP/packet communications revenues attributable to the increase in “FLET’S Hikari (including Hikari Collaboration Model)” subscriptions, operating revenues in the regional communications business segment for the fiscal year ended March 31, 2016 decreased to ¥3,407.9 billion (a decrease of 2.8% from the previous fiscal year) due to a decrease in fixed voice related revenues resulting from the decline in fixed-line telephone subscriptions. On the other hand, operating expenses decreased to ¥3,142.9 billion in the fiscal year ended March 31, 2016 (a decrease of 5.8% from the previous fiscal year), as a result of reducing 64 Table of Contents expenses by controlling marketing costs through the development of the Hikari Collaboration Model and by sustained operational efficiency, as well as a decrease in personnel expenses resulting from a decrease in the number of employees and a decrease in depreciation and amortization expenses resulting from making more efficient capital investments. As a result, segment operating income in the fiscal year ended March 31, 2016 increased 56.9% to ¥265.0 billion. The state of operations for each service in the regional communications business segment was as follows: (Fixed Voice Related Services) Fixed voice related revenues for the fiscal year ended March 31, 2016 in this segment decreased to ¥1,298.0 billion (a decrease of ¥107.8 billion (7.7%) from the previous fiscal year), primarily due to the reasons below. As a result of the shift in customer demand to mobile telephones, IP phones and broadband access services and to free or low-priced communications services offered by OTT operators, the aggregate number of fixed line subscriptions (fixed-line telephone & INS-Net) as of March 31, 2016 stood at 22,718 thousand, a decrease of 1,625 thousand from the previous fiscal year. The numbers of fixed-line telephone and INS-Net subscriptions were as follows: As of March 31, 2015 2016 Change Percent Change (in thousands) NTT East: Telephone subscriptions 10,492 9,875 (618 ) (5.9 )% INS-Net subscriptions 1,559 1,414 (144 ) (9.3 )% NTT West: Telephone subscriptions 10,794 10,068 (726 ) (6.7 )% INS-Net subscriptions 1,499 1,361 (137 ) (9.2 )% For the fiscal year ended March 31, 2016, aggregate fixed-line ARPU (telephone subscriber lines plus INS-Net subscriber lines) was ¥2,650 for NTT East and ¥2,610 for NTT West, a decrease of ¥50 (1.9%) and ¥40 (1.5%), respectively, from the corresponding figures in the previous fiscal year. This decline was due to, among other factors, the shift by high-volume users to IP telephone services and the migration of users from fixed-line services to mobile phone services. See “—Segment Information—The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015—Footnote 2, ‘ARPU: Average monthly revenue per unit’” for a description of ARPU, and “—Segment Information—The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015—Footnote 3, ‘Method of calculating ARPU—(a) NTT East, NTT West’” for a description of how aggregate fixed-line ARPU is calculated. (IP/Packet Communications Services) Revenues for IP/Packet Communications Services in this segment increased to ¥1,564.4 billion (an increase of ¥17.3 billion (1.1%) from the previous fiscal year), primarily due to the reasons below. In February 2015, NTT began providing its “Hikari Collaboration Model,” the world’s first full-fledged wholesale provision of fiber-optic access services, in order to rejuvenate the ICT market by promoting the 65 Table of Contents creation of new value through the use of fiber-optic access services by diverse service providers in a wide variety of industries. NTT continued to implement measures to expand B2B2X business through the Model throughout the fiscal year. NTT promoted collaborative projects with mobile network operators and ISPs, in addition to business operators in diverse industries including the energy industry, real estate industry, and security industry. As a result, the number of service providers providing wholesale service was 350 at the end of the fiscal year ended March 31, 2016. In the cable television industry, new use cases were born, including the adoption of the Hikari Collaboration Model in the conversion of all service areas to fiber optics. As a result of these initiatives, the number of fiber-optic access service subscriptions using this model was 4.69 million. As a result of these initiatives, as of March 31, 2016, the number of FLET’S Hikari subscriptions (including the Hikari Collaboration Model) had risen to 19,259 thousand channels, an increase of 543 thousand (2.9%) compared to the previous fiscal year; the number of Hikari Denwa subscriptions increased to 17,374 thousand channels, an increase of 267 thousand channels (1.6%) compared to the previous fiscal year; and the number of FLET’S TV subscriptions increased to 1,432 thousand channels, an increase of 87 thousand channels (6.5%) compared to the previous fiscal year. The numbers of subscriptions for “FLET’S Hikari (including the Hikari Collaboration Model),” “FLET’S ADSL,” “Hikari Denwa,” the IP telephone service, and “FLET’S TV Transmission Service” were as follows: As of March 31, 2015 2016 Change Percent Change (in thousands) NTT East: FLET’S Hikari (including the Hikari Collaboration Model)(1) 10,403 10,666 264 2.5 % FLET’S ADSL 550 475 (75 ) (13.6 )% Hikari Denwa (channels)(2) 9,032 9,123 91 1.0 % FLET’S TV Transmission Service(2) 877 910 33 3.7 % NTT West: FLET’S Hikari (including the Hikari Collaboration Model)(1) 8,313 8,593 280 3.4 % FLET’S ADSL 669 577 (92 ) (13.7 )% Hikari Denwa (channels)(2) 8,076 8,252 176 2.2 % FLET’S TV Transmission Service(2) 468 522 54 11.6 % (1) FLET’S Hikari (including Hikari Collaboration Model) includes B FLET’S, FLET’S Hikari Next, FLET’S Hikari Light, FLET’S Hikari Lightplus and FLET’S Hikari WiFi Access provided by NTT East, B FLET’S, FLET’S Hikari Premium, FLET’S Hikari Mytown, FLET’S Hikari Next, FLET’S Hikari Light and FLET’S Hikari WiFi Access provided by NTT West, and the “Hikari Collaboration Model,” the wholesale provision of services by NTT East and NTT West to service providers. (2) The figures for “Hikari Denwa” and “FLET’S TV Transmission Service” include wholesale services provided to service providers by NTT East and NTT West. FLET’S Hikari ARPU for the fiscal year ended March 31, 2016 was ¥5,510 for NTT East, ¥20 (0.4%) higher than in the previous fiscal year. This slight increase was due to, among other things, a decrease in various discount services. FLET’S Hikari ARPU for the fiscal year ended March 31, 2016 for NTT West was ¥5,470, ¥210 (3.7%) lower than in the previous fiscal year. The main reason for this decrease is the continued impact of discount programs. See “—Segment Information—The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015—Footnote 3, ‘Method of calculating ARPU—(a) NTT East, NTT West’” for a description of how FLET’S Hikari ARPU is calculated. 66 Table of Contents (Other Services) With respect to system integration and other services, NTT Group worked to advance business model proposals that effectively promote “vitalization of local economics” through ICT by utilizing the strengths of each locality’s business structures and by focusing on understanding the issues and needs of each local government. Specifically, in the tourism sector, there is increasingly widespread movement amongst local governments and shopping districts for quick installation of public Wi-Fi in tourist areas in response to the increasing number of foreign tourists. In order to meet this demand, NTT Group has provided support for the installation and operation of Wi-Fi in Fukuoka City and Sapporo City. (2) Long Distance and International Communications Business Segment Despite a decline in domestic fixed voice related revenues, operating revenues in the long distance and international communications business segment for the fiscal year ended March 31, 2016 increased to ¥2,250.9 billion (an increase of 12.6% from the previous fiscal year) due to, among other things, an increase in system integration revenues as a result of the expansion of consolidated subsidiaries. On the other hand, operating expenses for the fiscal year ended March 31, 2016 increased to ¥2,154.2 billion (an increase of 14.3% from the previous fiscal year) due to, among other things, an increase in personnel expenses and other costs as a result of an increase in the number of consolidated subsidiaries. As a result, segment operating income in the fiscal year ended March 31, 2016 decreased to ¥96.7 billion (a decrease of 14.9% from the previous fiscal year). Operations for each service in the long distance and international communications business segment were as follows: (Fixed Voice Related Services) Revenues for fixed voice-related services in this segment decreased to ¥285.1 billion (a decrease of ¥22.0 billion (7.2%) from the previous fiscal year). This decrease was primarily due to, among other things, a decrease in the number of fixed telephone subscriptions due to the increasing popularization of mobile phones and optical IP phones and the increase in the number of free or low-priced communications services offered by OTT operators, despite NTT Group’s continued support of a variety of customer needs, including, among other things, revising the rates for the “PL@TINUM LINE” telephone service. (IP/Packet Communications Services) Revenues for IP/packet communications services in this segment increased to ¥371.9 billion (an increase of ¥9.9 billion (2.7%) from the previous fiscal year). This increase was primarily due to the initiatives described below. In terms of products for individual customers, for “OCN mobile ONE,” an LTE-compatible mobile data communications service, NTT Communications substantially increased the number of its subscribers by working to strengthen its sales structure, such as by offering a nationwide same-day delivery counter for “voice-enabled SIM cards,” which allow users to make voice calls. For enterprise customers, NTT Communications worked to increase the number of subscriptions for “Arcstar Universal One,” a corporate network service currently provided in 196 countries and regions, by launching a number of advanced functions. For example, NTT Communications launched “Multi-Cloud Connect,” an optional service which allows speedy, flexible and lower-cost multi-cloud environments to be built by connecting with a wide array of cloud services, including the company’s own cloud services. 67 Table of Contents The following table shows the number of subscriptions for IP/packet communications-related services in the long distance and international communications business segment: As of March 31 2015 2016 Change Percent change (in thousands) Network Services (VPN)*1 (lines) 303 339 37 12.0 % OCN (ISP) 8,282 8,046 (236 ) (2.9 )% Plala (ISP)*2 2,960 3,005 45 1.5 % Hikari TV*2 3,014 3,052 38 1.2 % *1 “Network Services (VPN)” includes Arcstar Universal One and Arcstar Global IP-VPN. *2 Revenues from Plala and Hikari TV are included in “Other services” of the Long distance and international communications business described in the operational results table for each business segment above. (System Integration Services) Revenues for systems integration services in this segment increased to ¥1,425.3 billion (an increase of ¥265.6 billion (22.9%) from the previous fiscal year). This increase was due to strengthened efforts to expand global cloud services as the foundation of the business for the entire NTT Group. Specifically, NTT Group carried out the initiatives described below. In order to further strengthen its ability to provide full-stack and full-lifecycle services, NTT Group pursued M&A and worked to expand its cloud computing platforms through establishing data centers. NTT Group also worked to strengthen its ability to offer seamless ICT solutions combining network and security and other features and to strengthen its ability to provide services in the growth areas of cloud services and IT outsourcing. In particular, NTT Group increased its system integration revenues by expanding its consolidated subsidiaries, including Lux e-shelter 1 S.a.r.l, RagingWire Data Centers, Inc., Arkadin International SAS and Oakton Limited. In addition, in order to strengthen its ability to meet the demand for cloud services and data centers in various global regions, NTT Group began providing services at new data centers that achieve high reliability, through redundancy of electric power facilities and telecommunications equipment, and enhanced security, in Sacramento in North America, Vienna in Europe, and Hong Kong, Mumbai and Bangkok in Asia, thereby working to increase the number of its customers worldwide. Furthermore, with a particular focus on cloud migration and IT outsourcing projects, NTT Group promoted cross-selling through collaboration between NTT Communications and Dimension Data, the leading companies in this segment, and NTT DATA and other leading companies in the data communications segment, and received orders from leading companies in a variety of industries. (3) Mobile Communications Business Segment Consolidated operating revenues for the mobile communications business segment for the fiscal year ended March 31, 2016 increased to ¥4,527.1 billion (an increase of 3.3% from the previous fiscal year) due to, among other factors, the expansion of NTT Group’s Smart Life business and a relatively favorable impact on revenues of the “Kake-hodai & Pake-aeru” billing plan compared to the previous fiscal year. Further, despite an increase in revenue-linked expenses as a result of the expansion of NTT Group’s Smart Life business, consolidated operating expenses for the fiscal year ended March 31, 2016 decreased to ¥3,738.8 billion (a decrease of 0.2% from the previous fiscal year) due to, among other factors, the promotion of cost optimization initiatives. As a result, consolidated operating income increased to ¥788.4 billion (an increase of 24.0% from the previous fiscal year). 68 Table of Contents Operations for each service in the mobile communications business segment were as follows: (Mobile Voice Related Services / IP/Packet Communications Services) Revenues for mobile voice-related services decreased to ¥849.4 billion (a decrease of ¥34.4 billion (3.9%) from the previous fiscal year). This decrease was due to a decrease in voice ARPU, primarily due to the discount effect of the “Monthly Support” program, despite efforts to increase the number of subscriptions and to maintain or reduce churn rates. IP/Packet Communications Services revenues in this segment increased to ¥1,954.8 billion (an increase of ¥101.8 billion (5.5%) from the previous fiscal year). This increase was due to an increase in packet ARPU, primarily due to increased demand for second tablet devices as a result of an improved tablet device lineup and to the promotion of upgrades to higher-level plans of the “Kake-hodai & Pake-aeru” billing plan. As of March 31, 2016, the number of subscriptions to NTT DOCOMO mobile phone services increased by 4.37 million, from 66.60 million at the end of the previous fiscal year to 70.96 million subscriptions. In addition, churn rates slightly increased to 0.62%, approximately equivalent to the end of the previous fiscal year. The following table shows the number of mobile communications subscriptions and estimated market share: As of March 31, 2015 2016 Change Percent Change (in thousands) Mobile phone services(1) 66,595 70,964 4,368 6.6 % (Included in the above) Kake-hodai & Pake-aeru 17,827 29,704 11,877 66.6 % LTE (Xi) services 30,744 38,679 7,934 25.8 % FOMA services 35,851 32,285 (3,566 ) (9.9 )% Estimated mobile phone market share(1)(2) 43.6 % 45.3 % 1.7 % sp-mode services 28,160 32,463 4,303 15.3 % i-mode services 22,338 18,770 (3,569 ) (16.0 )% (1) Mobile phone services subscriptions, LTE (Xi) services subscriptions and FOMA services subscriptions include communications module service subscriptions. (2) Market share data is based on number of subscriptions of other carriers, which is computed based on figures released by the Telecommunications Carriers Association. Aggregate ARPU of mobile phone services increased by ¥70 (1.7%) to ¥4,170 in the fiscal year ended March 31, 2016, from ¥4,100 in the fiscal year ended March 31, 2015. This was due to an increase of ¥140 (5.0%) in Data ARPU to ¥2,960 in the fiscal year ended March 31, 2016, from ¥2,820 in the fiscal year ended March 31, 2015, resulting from the reduced impact on revenues of the “Kake-hodai & Pake-aeru” billing plan and the introduction of “docomo Hikari,” despite a decrease of ¥70 (5.5%) in voice ARPU to ¥1,210 in the fiscal year ended March 31, 2016, from ¥1,280 in the fiscal year ended March 31, 2015, resulting from the continuing impact of the “Monthly Support” discount program. See “—Segment Information—The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015—Footnote 1, ‘MOU (average monthly minutes of use per unit): Average communication time per subscription’” at the end of this item for a description of how MOU is calculated. See “—Segment Information—The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015—Footnote 3, ‘Method of calculating ARPU—(b) NTT DOCOMO’” at the end of this item for a description of how ARPU is calculated for mobile phone services. 69 Table of Contents The following table shows data regarding ARPU and MOU of mobile phone services: As of March 31, 2015 2016 Change Percent Change Aggregate ARPU ¥ 4,100 4,170 ¥ 70 1.7 % Voice ARPU 1,280 1,210 (70 ) (5.5 )% Data ARPU 2,820 2,960 140 5.0 % Packet ARPU 2,820 2,910 90 3.2 % “docomo Hikari” ARPU 0 50 50 — % MOU (minutes) 122 133 11 9.0 % (Other Services) With respect to sales of telecommunications equipment, a part of other services, in order to meet the diverse needs of its customers, NTT DOCOMO has strived to enrich its handset lineup, adding new models such as Android smartphones, iPhone 6s*, “docomo Feature Phones”, “docomo tablets,” wearable devices and Wi-Fi routers, among other devices. * TM and © 2016 Apple Inc. All rights reserved. iPhone is a trademark of Apple Inc. The iPhone trademark is used under license from AIPHONE CO, Ltd. (4) Data Communications Business Segment Operating revenues in the data communications business segment for the fiscal year ended March 31, 2016 increased to ¥1,616.8 billion (an increase of 7.0% from the previous fiscal year) due to, among other things, an increase in the number of overseas consolidated subsidiaries, the cultivation of new customers, and an expansion of the scale of systems provided to existing customers. On the other hand, operating expenses increased to ¥1,504.1 billion (an increase of 5.6% from the previous fiscal year) due to, among other things, an increase in personnel expenses and expenses for purchase of goods and services and other expenses as a result of the increase in the number of consolidated subsidiaries. As a result, segment operating income in the fiscal year ended March 31, 2016 increased 30.5% from the previous fiscal year to ¥112.7 billion. In the data communications business segment, NTT responded to the acceleration of customers’ expansion in the global market and the diversification and increased sophistication of their needs by working to expand its business in the global market and to expand and reliably provide a range of IT services, such as system integration, that are responsive to the changes in the market. Operating revenues for business operations directed toward the public and social infrastructure field, which provide high value-added IT services that support government, medicine, communications, energy and other social infrastructure and regionalization, increased as a result of business expansion in response to changes in the market in conjunction with new businesses created under the nationwide IT strategy and institutional changes in the utility industry (power system reform), despite an anticipated decline in the government and telecom industries. Operating revenues for the global business of this segment, which supplies high value-added IT services both within and across various regions overseas, increased due to, among other factors, increased revenues from an increase in the number of consolidated subsidiaries through the acquisition of Carlisle & Gallagher Group, Inc. in the North American market, which is the largest IT services market in the world and is expected to grow even further. 70 Table of Contents (5) Other Business Segment In the other business segment, operating revenues for the fiscal year ended March 31, 2016 increased to ¥1,294.5 billion (an increase of 1.7% from the previous fiscal year), primarily due to increased revenues in the real estate business as a result of improved vacancy rates for both new and existing properties in the leasing business and as a result of the expansion of property sales, among other factors. On the other hand, operating expenses for the fiscal year ended March 31, 2016 also increased to ¥1,220.4 billion (an increase of 1.3% from the previous fiscal year) due to, among other things, an increase in revenue-linked expenses. As a result, segment operating income increased to ¥74.0 billion (an increase of 9.7% from the previous fiscal year). (Reference) Geographic Sales Information As of March 31, 2015 2016 Change Percent Change (in billions of yen) Domestic(*) 9,509.9 9,646.2 136.3 1.4 % Overseas(*) 1,585.4 1,894.8 309.4 19.5 % Operating revenues (Total) 11,095.3 11,541.0 445.7 4.0 % (*) Figures are shown based on the geographic location of the services and products provided. Domestic operating revenues for the fiscal year ended March 31, 2016 increased to ¥9,646.2 billion (an increase of 1.4% from the previous fiscal year), due to, among other things, an increase in IP/packet communications revenues and an increase in domestic system integration revenues. Foreign operating revenues for the fiscal year ended March 31, 2016 increased to ¥1,894.8 billion (an increase of 19.5% from the previous fiscal year) due to, among other things, the expansion of overseas consolidated subsidiaries. Notes: 1. MOU (average monthly minutes of use per unit): Average communication time per user 2. ARPU: Average monthly revenue per unit Average monthly revenue per unit, or ARPU, is used to measure average monthly operating revenues attributable to each designated service on a per subscriber (user) basis. In the case of NTT Group’s fixed-line business, ARPU is calculated by dividing revenue items included in the operating revenues of NTT Group’s regional communications business segment (i.e., fixed-line (telephone subscriber lines plus INS-Net) and FLET’S Hikari) by the number of Active Subscribers to the relevant services. In the case of the mobile communications business, ARPU is calculated by dividing revenue items included in operating revenues from NTT Group’s mobile communications business segment, such as revenues from LTE (Xi) mobile phone services and FOMA mobile phone services, that are incurred consistently each month (i.e., basic monthly charges and voice/packet transmission charges), by the number of Active users to the relevant services. The calculation of these figures excludes revenues that are not representative of monthly average usage, such as telecommunications equipment sales, activation fees and universal service charges. NTT believes that its ARPU figures calculated in this way provide useful information regarding the monthly average usage of its subscribers. The revenue items included in the numerators of NTT Group’s ARPU figures are based on its financial results comprising its U.S. GAAP results of operations. 71 Table of Contents 3. Method of calculating ARPU (a) NTT East and NTT West NTT separately computes the following two categories of ARPU for the fixed-line business conducted by each of NTT East and NTT West, using the following measures: • Aggregate Fixed-line ARPU (Telephone Subscriber Lines + INS-Net Subscriber Lines): Calculated based on revenues from monthly charges and call charges for Telephone Subscriber Lines and INS-Net Subscriber Lines, which are included in operating revenues from Voice Transmission Services (excluding IP Services), and revenues from FLET’S ADSL and FLET’S ISDN, which are included in operating revenues from IP Services. • FLET’S Hikari ARPU: Calculated based on revenues from FLET’S Hikari (including FLET’S Hikari optional services), which are included in operating revenues from IP Services and Supplementary Business, revenues from monthly charges, call charges and device connection charges for Hikari Denwa, which are included in operating revenues from IP Services, and revenues from “FLET’S Hikari” optional services, which are included in Supplementary Business revenues. (1) FLET’S Hikari includes B FLET’S, FLET’S Hikari Next, FLET’S Hikari Light, FLET’S Hikari Lightplus and FLET’S Hikari WiFi Access provided by NTT East, B FLET’S, FLET’S Hikari Premium, FLET’S Hikari Mytown, FLET’S Hikari Next, FLET’S Hikari Light and FLET’S Hikari WiFi Access provided by NTT West, and the “Hikari Collaboration Model” wholesale provision of services provided by NTT East and NTT West to service providers. FLET’S Hikari optional services include wholesale services provided to service providers by NTT East and NTT West. (2) Revenues from interconnection charges are excluded from the calculation of Aggregate Fixed-line ARPU (Telephone Subscriber Lines + INS-Net Subscriber Lines) and FLET’S Hikari ARPU. (3) For purposes of calculating Aggregate Fixed-line ARPU (Telephone Subscriber Lines + INS-Net Subscriber Lines), the number of subscribers is determined using the number of lines for each service. (4) In terms of number of channels, transmission rate, and line use rate (base rate), INS-Net 1500 is in all cases roughly ten times greater than INS-Net 64. For this reason, one INS-Net 1500 subscription is calculated as ten INS-Net 64 subscriptions. (5) For purposes of calculating FLET’S Hikari ARPU, the number of subscribers is determined based on the number of FLET’S Hikari subscribers (including B FLET’S, FLET’S Hikari Next, FLET’S Hikari Light, FLET’S Hikari Lightplus and FLET’S Hikari WiFi Access provided by NTT East, B FLET’S, FLET’S Hikari Premium, FLET’S Hikari Mytown, FLET’S Hikari Next, FLET’S Hikari Light and FLET’S Hikari WiFi Access provided by NTT West), and “Hikari Collaboration Model” wholesale services provided by NTT East and NTT West to service providers. (6) Number of Active Subscribers used in the ARPU calculation of NTT East and NTT West is as below: FY Results: Sum of number of Active Subscribers for each month from April to March Active Subscribers = (number of subscribers at end of previous month + number of subscribers at end of current month)/2 (b) NTT DOCOMO NTT computes ARPU for NTT DOCOMO as follows: Mobile Aggregate ARPU = Voice ARPU + Packet ARPU + “docomo Hikari” ARPU. 72 Table of Contents (1) NTT DOCOMO’s Voice ARPU is based on operating revenues related to voice services, such as basic monthly charges and voice communication charges, and its Packet ARPU is based on operating revenues related to packet services, such as basic monthly charges, flat monthly fees and packet communication charges attributable to its LTE (Xi) and FOMA services, and its “docomo Hikari” ARPU is based on operating revenues from basic monthly charges and voice communication charges for “docomo Hikari” (including “docomo Hikari” optional services). (2) NTT DOCOMO’s ARPU and MOU calculation methods changed from the second quarter of the fiscal year ended March 31, 2016. Accordingly, the ARPU data for the results for the fiscal year ended March 31, 2015 have also changed. (3) Number of Active Users used in the ARPU calculation of NTT DOCOMO is as below. FY Results: Sum of number of Active Users for each month from April to March Active Users = (number of users at end of previous month + number of users at end of current month)/2. (4) The number of “users” used to calculate ARPU is the total number of subscriptions, excluding the subscriptions listed below: No. of active users = subscriptions a. Subscriptions of communication module services, “Phone Number Storage,” “Mail Address Storage,” “docomo Business Transceiver” and wholesale telecommunications services and interconnecting telecommunications facilities that are provided to Mobile Virtual Network Operators (MVNOs); and b. Data Plan subscriptions in the case where the customer contracting for such subscription in his/her name also has a subscription for Xi or FOMA services in his/her name. Revenues from communication module services, “Phone Number Storage,” “Mail Address Storage,” “docomo Business Transceiver” and wholesale telecommunications services and interconnecting telecommunications facilities that are provided to Mobile Virtual Network Operators (MVNOs) are not included in NTT DOCOMO’s ARPU calculation. Liquidity and Capital Resources The fiscal year ended March 31, 2017 compared with the fiscal year ended March 31, 2016 Financing, Capital Resources and Use of Funds Net cash provided by operating activities during the fiscal year ended March 31, 2017 amounted to ¥2,917.4 billion, an increase of ¥205.5 billion from ¥2,711.8 billion in the fiscal year ended March 31, 2016. This increase was primarily the result of, among other things, an increase in the amount of accounts receivable collected in the fiscal year ended March 31, 2017 compared to the fiscal year ended March 31, 2016. NTT Group used the net cash provided by operating activities mainly to acquire property, plant and equipment, acquire new subsidiaries and to complete stock repurchases. Net cash used in investing activities during the fiscal year ended March 31, 2017 amounted to ¥2,089.3 billion, an increase of ¥329.5 billion from ¥1,759.8 billion in the fiscal year ended March 31, 2016. This increase was due to, among other things, a ¥64.3 billion increase in payments for property, plant and equipment and in intangible assets computed on a cash basis, in addition to a ¥208.4 billion increase in expenditures on acquisitions of subsidiaries. The increase in payments for investments in property, plant and equipment and in intangible assets for the fiscal year ended March 31, 2017 resulted from, among other things, an increase in capital expenditures due to measures to consolidate facilities and increase existing facility capacity in the mobile communications business 73 Table of Contents and the expansion of the scope of large-scale projects in the data communications business, despite a reduction in fiber-optic-related capital expenditures in the regional communications business. For the fiscal year ended March 31, 2017, capital investments amounted to ¥1,700.0 billion on an accrual basis, of which ¥583.4 billion was invested in the regional communications business and ¥597.1 billion was invested in the mobile communications business. Net cash used in financing activities during the fiscal year ended March 31, 2017 amounted to ¥981.5 billion, an increase in payments of ¥273.9 billion from ¥707.6 billion in the fiscal year ended March 31, 2016. The increase in payments was due to, among other things, a net increase of ¥280.5 billion in payments due to stock repurchases in addition to a net increase of ¥140.2 billion in payments for the acquisition of shares of subsidiaries from noncontrolling interests, partially offset by a net decrease of ¥175.9 billion in expenses from the repayment of short-term and long-term debt. The capital raised from the issuance of long-term debt in the fiscal year ended March 31, 2017 includes ¥128.3 billion in net proceeds from corporate bond offerings and an aggregate of ¥192.2 billion in loans from financial institutions. As of March 31, 2017, the total balance of the interest-bearing debt of NTT Group was ¥4,088.2 billion, a decrease of ¥75.1 billion compared to the balance of ¥4,163.3 billion as of March 31, 2016. The ratio of interest-bearing debt to shareholders’ equity stood at 45.2% as of March 31, 2017 (compared to 47.1% as of March 31, 2016). Interest-bearing debt as of March 31, 2017 comprises short-term debt and long-term debt, as shown in Note 11 to the Consolidated Financial Statements, as well as ¥10.6 billion in deposits received pursuant to depositary agreements. NTT Group believes that the net cash it expects to generate from operating activities, financing made available to NTT Group from banks and other financial institutions and/or offerings of equity or debt securities in the capital markets will provide the requisite financial resources to meet NTT Group’s currently anticipated capital investment and expenditure needs and debt service requirements. Management believes NTT Group’s working capital is sufficient for its present requirements. For the fiscal year ending March 31, 2018, NTT Group expects to make capital investments totaling ¥1,700.0 billion on an accrual basis, which represents a similar amount as for the fiscal year ended March 31, 2017, due to, among other things, an increase in capital investments due to effect of consolidating the Dell Services Division, which became a consolidated subsidiary of NTT Group during the fiscal year ended March 31, 2017, for the entire fiscal year and the expansion of the scope of large-scale projects in the data communications business, partially offset by, among other things, a decrease in capital investments related to network improvements in the regional communications business and improved efficiency in the construction of LTE base stations in the mobile communications business. The total amount of expected capital investments includes ¥555.0 billion by the regional communications business and ¥570.0 billion by the mobile communications business. The actual amount of capital investments may vary from expected levels, since capital investments may be influenced by trends in demand, the competitive environment and other factors. In addition, the actual amount of NTT Group’s funding will depend on its future performance, market conditions and other factors, and is therefore difficult to predict. Liquidity As of March 31, 2017, NTT Group had cash and cash equivalents balance (including short-term investments with principal maturities of less than three months) of ¥925.2 billion, a decrease of ¥163.1 billion compared to the balance of ¥1,088.3 billion as of March 31, 2016. Cash equivalents represent a temporary cash surplus used to repay debts and make capital investments, among other things, and are used as working capital. Accordingly, the balance of cash equivalents fluctuates each fiscal year depending on particular funding and working capital requirements. 74 Table of Contents Contractual Obligations The following table summarizes NTT Group’s existing contractual obligations as of March 31, 2017: Payments Due by Period Contractual Obligations Total Less than one year One to three years Three to five years More than five years (in millions of yen) Long-term debt(1) Bonds 1,574,339 425,215 499,489 369,688 279,947 Bank loans 2,276,043 256,689 591,253 470,586 957,515 Interest payments on long-term debt 195,594 40,747 58,428 36,840 59,579 Capital lease obligations(2) 48,276 16,840 20,120 8,291 3,025 Operating leases 165,290 41,176 54,907 30,366 38,841 Purchase obligations(3) 222,087 134,541 80,850 4,275 2,421 Other long-term obligations(4) — — — — — Total contractual obligations 4,481,629 915,208 1,305,047 920,046 1,341,328 (1) See Note 11 to the Consolidated Financial Statements for details on Long-term debt. (2) Capital lease obligations include interest. (3) Purchase obligations mainly represent outstanding commitments for the purchase of property, plant and equipment and other assets. The amount includes outstanding commitments with a remaining term of one year or less but excludes those which are cancelable. (4) The amount of other long-term obligations is not shown in the above table, due to the immateriality of certain obligations and uncertainty of certain payments. In addition, NTT Group expects to contribute a total amount of ¥16,531 million to its pension plans in the fiscal year ending March 31, 2018 (see Note 12 to the Consolidated Financial Statements). As of March 31, 2017, NTT Group had outstanding commitments mainly for the purchase of property, plant and equipment and other assets of approximately ¥222.1 billion. NTT Group expects to fund such commitments with cash provided by operating activities. The fiscal year ended March 31, 2016 compared with the fiscal year ended March 31, 2015 Financing, Capital Resources and Use of Funds Net cash provided by operating activities during the fiscal year ended March 31, 2016 amounted to ¥2,711.8 billion, an increase of ¥320.0 billion from ¥2,391.8 billion in the fiscal year ended March 31, 2015. This increase was primarily the result of, among other things, an increase in operating income in the fiscal year ended March 31, 2016 compared to the fiscal year ended March 31, 2015. NTT Group used the net cash provided by operating activities mainly to acquire property, plant and equipment, repay interest-bearing debt and pay dividends. Net cash used in investing activities during the fiscal year ended March 31, 2016 amounted to ¥1,759.8 billion, a decrease of ¥108.8 billion from ¥1,868.6 billion in the fiscal year ended March 31, 2015. This decrease was due to, among other things, a ¥165.6 billion decrease in payments for property, plant and equipment and in intangible assets computed on a cash basis, partially offset by a ¥78.4 billion increase in expenditures on acquisitions of subsidiaries. The decrease in payments for investments in property, plant and equipment and in intangible assets for the fiscal year ended March 31, 2016 resulted from, among other things, improved efficiency in the construction of LTE base stations in the mobile communications business, in addition to reduced fiber-optic-related capital expenditures in the regional communications business. For the fiscal year ended March 31, 2016, capital investments amounted to ¥1,687.2 billion on an accrual basis, of which ¥622.1 billion was invested in the regional communications business and ¥595.2 billion was invested in the mobile communications business. 75 Table of Contents Net cash used in financing activities during the fiscal year ended March 31, 2016 amounted to ¥707.6 billion, an increase in payments of ¥29.6 billion from ¥678.0 billion in the fiscal year ended March 31, 2015. The increase in payments was due to, among other things, a net increase of ¥411.3 billion in expenses from the repayment of short-term and long-term debt, partially offset by a net decrease of ¥244.5 billion in payments due to stock repurchases and a net decrease of ¥159.4 billion in payments for the acquisition of shares of subsidiaries from noncontrolling interests. The capital raised from the issuance of long-term debt in the fiscal year ended March 31, 2016 includes ¥6.1 billion in net proceeds from corporate bond offerings and an aggregate of ¥392.2 billion in loans from financial institutions. As of March 31, 2016, the total balance of the interest-bearing debt of NTT Group was ¥4,163.3 billion, a decrease of ¥243.4 billion compared to the balance of ¥4,406.7 billion as of the end of the previous fiscal year. The ratio of interest-bearing debt to shareholders’ equity stood at 47.1% as of March 31, 2016 (compared to 50.8% as of the end of the previous fiscal year). Interest-bearing debt as of March 31, 2016 comprises short-term debt and long-term debt, as shown in Note 11 to the Consolidated Financial Statements, as well as ¥10.7 billion in deposits received pursuant to depositary agreements. Liquidity As of March 31, 2016, NTT Group had cash and cash equivalents balance (including short-term investments with principal maturities of less than three months) of ¥1,088.3 billion, an increase of ¥239.1 billion compared to the balance of ¥849.2 billion as of the end of the previous fiscal year. Research and Development Research and development costs are charged to expenses as incurred. Research and development costs for the fiscal years ended March 31, 2015, March 31, 2016 and March 31, 2017 were ¥233.8 billion, ¥213.4 billion and ¥211.6 billion, respectively. The following table presents a summary of research and development costs by segment for the fiscal years ended March 31, 2015, March 31, 2016 and March 31, 2017: Year ended March 31, 2015 2016 2017 (in millions of yen) Regional Communications Business(1) ¥ 99,239 ¥ 93,740 ¥ 91,298 Long Distance and International Communications Business(2) 16,380 15,971 15,976 Mobile Communications Business(3) 96,997 83,315 83,050 Data Communications Business(4) 12,912 12,413 12,360 Other Business(5) 114,724 109,996 108,932 Sub-total 340,252 315,435 311,616 Elimination (106,500 ) (102,000 ) (100,000 ) Total ¥ 233,752 ¥ 213,435 ¥ 211,616 (1) Research and development relating to IP and broadband services, increasing access services to meet diversifying user needs, high value-added services, and other services. (2) Development of high value-added services in fields ranging from IP networks to platforms, and other services. (3) Research and development in the area of new products and services related to mobile communications, and research and development aimed at increasing the quality of existing services and enhancing the performance of network functions, among other things. (4) Technology development to strengthen competitiveness in systems integration and other fields. (5) Research and development relating to: (a) the creation of basic technologies required for the development of advanced networks and new services that will support the development of an ICT society, (b) technologies that contribute to reducing industry’s burden on the environment, (c) new principles, new parts and new materials expected to bring about extensive technological innovations in the information and communications sector, and (d) others. 76 Table of Contents Information on Market and Operation Trends (Trend Information) In the information and telecommunications market, a wide range of changes took place, with the increased spread and market penetration of devices that utilize fixed-line and mobile broadband, and improved convenience in people’s everyday lives and productivity in various industries through the emergence of new services made possible by the evolution of technologies such as cloud services, AI, Big Data and IoT. In addition, the role of information and telecommunications is becoming increasingly important, including strengthening security measures against increasingly sophisticated and complex cyberattacks, strengthening natural disaster countermeasures and managing safe and secure social systems. This change can be seen on a global scale. The fixed-line communications market is also changing dramatically. In addition to growing competition in broadband service facilities and services centered around the shift to fiber-optic services, there has been an increase in new services that use a variety of wireless devices, as a result of which there has been more diversification of customer usage applications, and an increase in off-load needs resulting from the increase in the amount of data transmitted. There has been a dramatic change in the environment surrounding the mobile communications market due to the rapid proliferation of smartphones and tablet devices, developments related to the government’s competition policy (such as new market entry by Mobile Virtual Network Operators (MVNOs), the obligation to unlock handset SIMs, the adjustment of subsidies for device purchases, the proposals by the Ministry of Internal Affairs and Communications’ “Task Force on Service Verification from the Perspective of Consumers and Task Force on Mobile Phone Rates and Other Conditions for Service Offerings” and “Terms for Providing Mobile Services/Follow-Up Meetings on Devices”) the rise of inexpensive smartphones from MVNOs and elsewhere, and other factors. NTT Group anticipates the following major trends in the fiscal year ending March 31, 2018: • NTT Group expects an increase in consolidated operating revenues for the fiscal year ending March 31, 2018 resulting from an increase in mobile communications services revenues and fiber-optic communications services revenues in the mobile communications business segment, and from the impact of the acquisition of the Dell Services Division on the data communications business segment. • NTT Group expects a net increase in the overall number of subscriptions to fiber-optic access services, such as “FLET’S Hikari,” during the fiscal year ending March 31, 2018, due to improvements of the business support structure for partners through the Hikari Collaboration Model and by creating new demand through the combination of various services, including video services. • Fixed-line telephone and INS-Net subscriptions are expected to decline in the fiscal year ending March 31, 2018, similar to the decline recorded in the fiscal year ended March 31, 2017, due to, among other things, continued customer migration to mobile phone and IP telephone services or to free or low-priced communications services offered by OTT operators. • NTT Group expects a net increase in the number of mobile phone service subscriptions in the fiscal year ending March 31, 2018. NTT intends to retain customers by further enhancing the Kake-hodai & Pake-aeru billing plan and by offering it as a set with “DOCOMO Hikari,” and to reduce its subscription cancellations by expanding its networks and services to differentiate itself from other companies. In addition, NTT Group is working to support the needs for various services and devices, such as smartphones, tablets, wearable devices, Wi-Fi routers and others. In addition to these initiatives, in order to improve the profitability of the Smart Life business, NTT Group will promote its “+d” initiatives, in which new value is created by collaborating with a variety of businesses, and also expand its content services and finance/online payment services. At the same time, NTT will continue to streamline capital investments and improve cost efficiency in an effort to reduce costs. • In order to achieve consistent growth in its overseas business in the future, NTT Group is working to strengthen its products and services and to further improve its global business promotion systems. NTT 77 Table of Contents Group will continue to strengthen its sales and marketing, including its global account expansion and promotion of upselling and cross-selling. Furthermore, NTT Group will also work to promote thorough cost efficiency and strengthen group governance and risk management. Additional information relating to market trends can be found elsewhere in this Item 5. The foregoing contains forward-looking statements reflecting the expectations and perceptions of NTT Group’s current management based on the various factors described above, market and industry-related conditions, and NTT Group’s performance under such conditions (see “Item 3—Key Information—Forward-Looking Statements”). Off-Balance Sheet Arrangements As of March 31, 2017, NTT Group’s contingent liabilities for loans and other loans that NTT Group guaranteed totaled ¥75.8 billion. Critical Accounting Policies NTT Group’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Note 2 to the Consolidated Financial Statements includes a summary of significant accounting policies used in the preparation of these financial statements. NTT believes that, of its significant accounting policies, the following may involve a higher degree of judgment or complexity. Revenue recognition Revenues arising from fixed voice related services, mobile voice related services, IP/packet communications services and other services are recognized at the time these services are provided to customers. Revenues from non-recurring upfront fees, such as activation fees, are deferred and recognized as revenue over the estimated average period of the customer contract for each service. The related direct costs are deferred only to the extent of the non-recurring upfront fee amount and are amortized over the same period. While this policy does not have a material impact on net income, the reported amounts of revenue and cost of services are affected by the level of revenues from non-recurring upfront fees and related direct costs and the estimated average customer relationship period. Factors that affect management’s estimate of the average customer relationship period over which such fees and costs are amortized include subscriber churn rates and newly introduced or anticipated products, services and technologies. The current amortization periods are based on an analysis of historical trends and the experience of NTT and its subsidiaries, adjusted for the estimated impact of future events and circumstances. Sales of telecommunications equipment less certain amounts of agency commissions and customer incentives are recognized as revenue upon delivery of the equipment to agent resellers, which is considered to have occurred when the agent resellers have taken title to the product, and the risks and rewards of ownership have been substantially transferred. In connection with revenues from system integration projects, provision for estimated losses, if any, is made in the fiscal year in which the loss first becomes probable and reasonably quantifiable. NTT Group recognizes such losses based on estimates of total expected contract revenues and costs upon completion. NTT Group follows this method because it permits reasonably dependable estimates of revenues and costs to be made at various stages of a contract. Recognized losses are subject to revision as the contract progresses to completion. Revisions in loss estimates are charged to income in the period in which the facts that give rise to the revision become known. Property, plant and equipment, software and certain other amortizable intangible assets and intangible assets with indefinite useful lives NTT Group estimates the useful lives and the residual values of property, plant and equipment, software and certain other intangibles with finite useful lives, in order to determine the amount of depreciation and amortization expense to be recorded during any reporting period. The useful lives and the residual values are estimated at the time the assets are acquired and are based on historical experience with similar assets as well as 78 Table of Contents anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expenses in future periods. Alternatively, these types of technological changes could result in the recognition of an impairment charge to reflect a write-down in the value of the assets. Effective July 1, 2014, NTT Group revised its estimate of the expected useful life of certain software for telecommunications network and internal-use software based on the actual utilization of the software to reflect an extended expected useful life of up to 7 years. Due to this change, “Depreciation and amortization” for the fiscal year ended March 31, 2015 decreased by ¥51.3 billion. NTT and its subsidiaries in Japan traditionally used the declining-balance method for calculating depreciation of property, plant and equipment. Effective April 1, 2016, NTT and its subsidiaries adopted the straight-line method of depreciation. In line with the change in the depreciation method, NTT and its subsidiaries reviewed the residual carrying amount of property, plant and equipment and made changes where necessary. As a result of the change in the depreciation method, depreciation expenses on a consolidated basis for the fiscal year ended March 31, 2017 decreased by ¥244.2 billion. NTT Group also reviews such assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If the total of the expected future undiscounted cash flow is less than the carrying amount of the asset, NTT Group records the difference between the carrying value of the asset and its fair value as measured through various valuation techniques, including discounted cash flow models, quoted market value and third-party independent appraisals, as considered necessary, under “Impairment losses—Other.” For the fiscal year ended March 31, 2015, NTT Group recorded an impairment loss of ¥30.2 billion on its multimedia broadcasting business for mobile devices-related long-lived assets. Intangible assets with indefinite lives are not amortized and are tested for impairment at least once a year. NTT Group’s total “Impairment losses—Other” in the fiscal years ended March 31, 2015, 2016 and 2017 (including the impairment loss described above) were ¥38.7 billion, ¥28.0 billion and ¥20.6 billion, respectively. Goodwill Goodwill is tested for impairment at the reporting unit level, which is either at the business segment level or one level below, at least annually and more frequently if there are indications of impairment, using a two-step process that begins with an estimation of the fair value of the reporting unit. Under the first step, the fair value of the reporting unit, which is calculated based on assumptions such as discounted cash flow projections, is compared with its carrying amounts (including goodwill). Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. During the fiscal year ended March 31, 2015, NTT DOCOMO realigned its operating segments in order to reflect its changing business management. As a result of this realignment of operating segments, NTT Group reorganized the reporting structure of its mobile communications business segment into communications, smart life and other businesses reporting units. In conjunction with this change, NTT Group reassigned the goodwill attributable to these reporting units prior to the realignment to the communications, smart life and other businesses reporting units using a relative fair value allocation approach based on the composition of each business reporting unit prior to the realignment. The determinants used for the fair value measurement include management’s estimate of the reporting unit’s continuing ability to generate income from operations and cash flows in future periods, and the strategic significance of the reporting unit to NTT’s business objectives. NTT Group measures fair value based on certain assumptions that are determined to be currently reasonable. However, actual values may differ from those stated in the consolidated financial statements if unexpected changes occur in the business operation environment in the future. NTT Group’s total “Impairment losses—Goodwill” in the fiscal years ended March 31, 2015, 2016 and 2017 were ¥3.5 billion, ¥4.7 billion and ¥53.3 billion, respectively. The material reporting units are Dimension 79 Table of Contents Data in the long distance and international communications business segment and Global Business in the data communications business segment. As of March 31, 2017, the carrying amount of goodwill attributable to Dimension Data decreased to ¥235.7 billion, due to the recognition of an impairment loss of ¥48.8 billion as the result of the annual impairment test conducted for the fiscal year ended March 31, 2017. As of March 31, 2017, the carrying amount of goodwill attributable to Global Business in the data communications business segment was ¥396.2 billion. As a result of the annual impairment test conducted for the fiscal year ended March 31, 2017, the fair value of the reporting unit attributable to Global Business exceeded their carrying amounts by 13.3%. Investments NTT Group holds investments in other companies, which NTT Group accounts for under the cost method, equity method or at fair value. NTT Group recognizes an impairment loss when the decline in value below the carrying amount of the investment is other than temporary, which then establishes a new cost basis in the investment. When determining if the decline in value is other than temporary, NTT Group considers, among other items, the magnitude of the decline in value below the carrying amounts, the length of time the value has been below the carrying amounts, the financial condition of the investee company, the strength of the industry in which it operates, and NTT Group’s ability or intent to retain the investment. NTT Group performs a review for impairment whenever events or changes in circumstances indicate that the carrying amount of an investment may not be recoverable. Further, NTT Group utilizes a variety of information, including cash flow projections, independent valuations and, if applicable, stock price analyses, in performing its evaluations. Such projections and valuations necessarily require estimates involving, among others, demographics (e.g., population, penetration rates and penetration speed, churn rates, etc.), technology changes, capital investments, market growth and share, ARPU and terminal values. NTT Group’s total impairment losses for “Marketable securities and other investments” in the fiscal years ended March 31, 2015, 2016 and 2017 were approximately ¥2.0 billion, ¥6.0 billion and ¥3.0 billion, respectively. NTT Group reviews factors such as the financial condition and near-term prospects of those investees in order to determine if the value of any of its investments in them has suffered a decline that was other than temporary due to the recent economic and financial environment surrounding the industry of those equity method investees. For the fiscal year ended March 31, 2017, NTT Group recorded an impairment loss of ¥23.9 billion relating to investments in affiliated companies, including Hutchison Telephone Company Limited. In the past, NTT Group experienced material impairments in the value of its investments in equity method affiliates that were included in “Equity in earnings (losses) of affiliated companies” in its consolidated statements of income and comprehensive income for relevant years. NTT Group may experience similar impairments with respect to “Marketable securities and other investments” and “Investments in affiliated companies” again in the future. NTT Group may also experience material gains or losses on the sale of investments. Employees’ retirement benefits The total costs of employees’ retirement benefits and pension plans represented approximately 1.0%, 0.9% and 1.0% of NTT Group’s total operating expenses for the fiscal years ended March 31, 2015, 2016 and 2017, respectively. The amounts recognized in the consolidated financial statements related to employees’ retirement benefits and pension plans are determined on an actuarial basis, which utilizes certain assumptions in the calculation of such amounts. The assumptions used in determining net periodic costs and liabilities for retirement benefits and pension plans include the expected long-term rate of return on plan assets, a discount rate, the rate of increase in compensation levels, average remaining years of service, and other factors. Specifically, the expected long-term rate of return on assets and the discount rate are two critical assumptions. Assumptions are evaluated at least annually, and events may occur or circumstances change that may have a significant effect on the critical assumptions. In accordance with accounting principles generally accepted in the United States, actual results that differ from NTT Group’s assumptions are accumulated and amortized over future periods, thereby reducing the year-to-year volatility in pension expenses. As of March 31, 2017, the total amount of net actuarial loss was 80 Table of Contents ¥420.9 billion. The net actuarial loss exceeding 10% of the greater of the projected benefit obligation or the fair value of plan assets will be amortized over the expected average remaining service period of employees on a straight-line basis. That amortization will increase future pension costs. NTT Group used an expected long-term rate of return on pension plan assets of 2.0% to 2.5% for the fiscal years ended March 31, 2016 and March 31, 2017. In determining the expected long-term rate of return on pension plan assets, NTT considers the current and projected asset allocations, as well as expected long-term investment returns and risks for each category of plan assets based on NTT’s analysis of historical results. The target allocation ratios for plan assets are developed in consideration of the expected long-term investment returns for each category of plan assets. In the fourth quarter of the fiscal year ended March 31, 2017, with an objective of ensuring more stable pension financing, NTT Group revised the target allocation ratios for plan assets. As a result of this revision, the expected long-term rate of return on pension plan assets decreased from 2.0% to 2.5% to 1.0% to 1.9%, but had an immaterial effect on the consolidated financial statements for the fiscal year ended March 31, 2017. As a result, NTT Group did not revise the expected long-term rate of return on pension plan assets used to determine net periodic benefit cost for the fiscal year ended March 31 2017. With respect to the target allocation ratio for each plan asset, for Severance Payments and Contract-type Corporate Pension Plans, approximately 65.0%, 10.0%, 5.0% and 20.0% of the plan assets will be allocated to domestic bonds, domestic stocks, foreign stocks and life insurance company general accounts, respectively, and for the NTT Corporate Defined Benefit Pension Plan, approximately 55.8%, 15.0%, 6.2%, 10.6% and 12.4% (weighted-average) of plan assets will be allocated to domestic bonds, domestic stocks, foreign bonds, foreign stocks and life insurance company general accounts, respectively, to moderate the level of volatility in pension plan asset returns and reduce risks. As of March 31, 2017, the actual allocations of plan assets were generally consistent with the projected allocations stated above, and the target allocation ratios for plan assets for the year ending March 31, 2018 are expected to maintain the same levels. The actual returns for the fiscal years ended March 31, 2016 and 2017 were approximately 0% and 3%, respectively. The actual returns on pension plan assets may vary in future periods, depending on market conditions. The fair value of plan assets is measured using market values on the plan measurement date. Another critical assumption is the discount rate used in the annual actuarial valuation of net periodic costs and benefit obligations. In determining the net periodic costs, NTT Group used a discount rate of 1.0% as of March 31, 2016 and 0.5% as of March 31, 2017. In determining the benefit obligations, NTT Group used a discount rate of 0.5% as of March 31, 2016 and 0.7% as of March 31, 2017. In determining the appropriate discount rate, NTT considers available information about the current yield on high-quality fixed-income investments with maturities corresponding to the expected duration of the pension benefit obligations (“PBO”). The following table illustrates the sensitivity to changes in the discount rate and the expected return on pension plan assets, while holding all other assumptions constant, for NTT Group’s pension plans as of March 31, 2017: Change in Assumption Change in PBO Change in Pre-Tax Pension Expenses Change in Equity (Net of Tax) (in billions of yen) 50 basis point increase / decrease in discount rate -/+ 240.0 +/- 6.0 +/- 170.0 50 basis point increase / decrease in expected return on assets — -/+ 11.0 — Income taxes NTT Group recognizes deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and the tax bases of assets or liabilities and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to be applicable during the periods in which existing temporary differences reverse and loss carryforwards are utilizable. The effect on deferred tax assets and liabilities of a change in tax rates is 81 Table of Contents recognized in income tax expenses in the period that includes the enactment date. In accordance with the Act on Partial Revision of the Income Tax Act enacted on March 31, 2015, the income tax rates have been changed for fiscal years beginning on or after April 1, 2015. As a result of this change in the tax rate, net deferred tax asset amounts existing on the enactment date decreased by ¥54.4 billion, whose effect is included in “Income tax expense (benefit)—Deferred” in the consolidated statements of income for the fiscal year ended March 31, 2015. Net income attributable to NTT decreased by ¥47.8 billion for the fiscal year ended March 31, 2015. Following the enactment of the Act for the Partial Revision of the Income Tax Act and the Act for the Partial Revision of the Local Tax Act on March 29, 2016, the corporate tax rates have been changed for fiscal years that began on or after April 1, 2016. As a result of this change in the tax rate, net deferred tax asset amounts existing on the enactment date decreased by ¥32.7 billion, whose effect is included in “Income tax expense (benefit)—Deferred” in the consolidated statements of income for the fiscal year ended March 31, 2016. Net income attributable to NTT decreased by ¥23.7 billion for the fiscal year ended March 31, 2016. NTT Group recognizes a valuation allowance on deferred tax assets to reflect the amount of future tax benefits that are not expected to be realized. In determining the appropriate valuation allowance, NTT Group takes into account the level of expected future taxable income and available tax planning strategies. If future taxable income is lower than expected or if expected tax-planning strategies are not available as anticipated, NTT Group may recognize an additional valuation allowance through income tax expense (benefit)—Deferred in the period in which such judgment is made. As of March 31, 2016 and 2017, NTT Group had deferred tax assets of ¥1,561.8 billion and ¥1,732.3 billion, which included respective valuation allowance of ¥167.1 billion and ¥379.5 billion. The valuation allowance mainly related to deferred tax assets of NTT and certain subsidiaries with operating loss carryforwards for tax purposes that are not expected to be realized. The net change in the total valuation allowance for the fiscal years ended March 31, 2016 and March 31, 2017 were a decrease of ¥98.8 billion and an increase of ¥212.3 billion, respectively. The decrease in the amount of the valuation allowance for the fiscal year ended March 31, 2016 was due primarily to a decrease of ¥43.7 billion for regional tax in NTT West related to the improvement of its forecast of future taxable income and a decrease of ¥32.7 billion in NTT DOCOMO considering the prudent and feasible tax-planning strategies that became available during the year. The increase in the amount of the valuation allowance for the fiscal year ended March 31, 2017 was due primarily to the impact of NTT America, Inc.’s merger with Verio Inc., its subsidiary. For additional details, please see Note 13 to the Consolidated Financial Statements. Accrued liabilities for point programs NTT Group offers mobile services subscribers “points” based on the usage of mobile, FLET’S Hikari and other services. Points may be exchanged for benefits, including discounts on handsets. NTT Group records “Accrued liabilities for point programs” relating to the points that customers earn. The aggregate total amount of accrued liabilities for point programs recognized as short-term and long-term liabilities as of March 31, 2016 and 2017 was ¥94.1 billion and ¥114.6 billion, respectively. Point program expenses for the fiscal years ended March 31, 2015, 2016 and 2017 were ¥77.8 billion, ¥60.3 billion and ¥94.7 billion, respectively. In determining the accrued liabilities for point programs, NTT Group estimates such factors as the point utilization rate, taking into account the forfeitures caused by, among other things, expected future subscription cancellations if NTT Group could estimate such forfeitures. Higher than estimated point utilization rates could result in the need to recognize additional expenses or accrued liabilities in the future. In determining the accrued liabilities for point programs, NTT Group estimates that as of March 31, 2017, a one-percent increase in the point utilization rate would result in an immaterial amount of additional liability accrual, if all other factors are held constant. 82 Table of Contents Application of New Accounting Standards Not Yet Adopted Revenue from Contracts with Customers On May 28, 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which requires an entity to recognize revenue when the entity transfers control of promised goods or services to customers. Revenue is recognized in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. An entity also is required to disclose sufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The FASB also issued ASU 2016-08 “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU2016-10 “Identifying Performance Obligations and Licensing,” ASU2016-12 “Narrow-Scope Improvements and Practical Expedients,” ASU 2016-20 “Technical Corrections and Improvements to Topic 606,” and ASU 2017-05 “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” in March, April, May and December 2016, and February 2017, respectively, to amend ASU 2014-09 partially. On August 12, 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers: Deferral of the Effective Date,” and deferred the effective date of ASU 2014-09 by one year. Consequently, the new standard is effective for annual reporting periods beginning after December 15, 2017. The standard is expected to take effect for NTT Group on April 1, 2018. Early adoption of the standard as of April 1, 2017 would also be permitted. The two permitted transition methods under the new standard are the full retrospective method, or the modified retrospective method. Under the full retrospective method, all periods presented will be updated upon adoption to conform to the new standard and a cumulative adjustment for effects on periods prior to the reporting period will be recorded to retained earnings at the beginning of the initial reporting period. Under the modified retrospective approach, the current reporting period will be updated to conform to the new standard and a cumulative adjustment for effects of applying the new standard to periods prior to the reporting period that includes the date of initial application is recorded to retained earnings as of the date of initial application, and also incremental disclosures related to the amount affected by the application of this new standard are required. NTT has not decided on a transition method and is currently evaluating the impact of the new standard on NTT’s consolidated financial statements and related disclosures. The impact on revenue resulting from the application of the new standard will be subject to assessments that are dependent on many variables, including, but not limited to, the terms, the transaction prices including discounts and the mixture of the goods and services of NTT’s contractual arrangements. While NTT is continuing to assess all potential impacts resulting from the application of the new standard, NTT believes that the most significant impacts may include the following items: • The new standard requires the recognition of incremental costs of obtaining contacts and direct costs of fulfilling contracts with customers as assets. Under the current standard, those costs relating to communication services provided on the Regional communications business, the Long distance and international communications business, and the Mobile communications business are capitalized and amortized up to the upfront fees as the upper limit over the estimated average period of the subscription for each service. After adopting the new standard, all of those costs will be capitalized, and therefore, part of the sales commissions and other charges that have previously been treated as expenses will be recognized as additional assets. For the fiscal year ended March 31, 2017, the majority of the amount of sales commissions incurred for agent resellers was ¥320,800 million which was mainly included in the Mobile communication business. • The new standard requires that if customers are granted by an entity the option to acquire additional goods or services at a discount by a contract agreed between the customer and the entity, the entity 83 Table of Contents shall identify this option as a separate performance obligation upon granting such option as a part of the consideration of the transaction being recognized as contract liabilities, and recognize revenue when the additional good or service is transferred at a discount to the customer or when such option expires. Under the current standard, NTT Group records accrued liabilities relating to the points that customers earn. After adopting the new standard, NTT Group will recognize a part of the consideration for transactions of mobile communications and other services as contract liabilities at the time when the points are granted, and recognize revenue when points are used for additional goods or services at a discount. For the fiscal year ended March 31, 2017, the majority of the amount of expenses for point programs under the existing standards was ¥94,291 million, which was included in the Mobile communication business. NTT Group is in the process of establishing its operating processes and internal controls for the adoption of the new revenue recognition standard. Recognition and Measurement of Financial Assets and Financial Liabilities On January 5, 2016, the FASB issued ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities,” which makes targeted improvements to the accounting for, and presentation and disclosure of, financial instruments. ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. ASU 2016-01 does not affect the accounting for investments that would otherwise be consolidated or accounted for under the equity method. The new standard also affects the recognition of changes in fair value of financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017. The new standard is expected to take effect for NTT Group on April 1, 2018. NTT is currently evaluating the effect of adopting the ASU. Leases On February 25, 2016, the FASB issued ASU 2016-02 “Leases,” which requires all lessees to recognize right-of-use assets and lease liabilities, principally. The new standard is effective for fiscal years beginning after December 15, 2018. The new standard is expected to take effect for NTT Group on April 1, 2019. Early adoption is permitted. The adoption of the new accounting standard is expected to result in the recognition of additional right-of-use assets and lease liabilities. NTT is considering the scope and the amounts of assets and liabilities to be recognized. Simplifying the Test for Goodwill Impairment On January 26, 2017, the FASB issued ASU 2017-04 “Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment test. Instead, the amendments in this update require that an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019 on a prospective basis. The new standard is expected to take effect for NTT Group on April 1, 2020. Early adoption of the standard for goodwill impairment tests with measurement dates after January 1, 2017 would also be permitted. NTT is currently evaluating the effect of adopting the ASU. Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost On March 10, 2017, the FASB issued ASU2017-07 “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which requires that employers report the service cost component in the same line item(s) as other employee compensation costs arising from services rendered during 84 Table of Contents the period, and report the other components of net benefit cost separately from the service cost component and outside a subtotal of operating income. Only the service cost component will be eligible for capitalization. The updated presentation of net benefit cost in an employer’s income statement is to be applied retrospectively while the change in capitalized benefit cost is to be applied prospectively. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017. The standard is expected to take effect for NTT Group on April 1, 2018. Early adoption of the standard as of April 1, 2017 would also be permitted. NTT is currently evaluating the effect of adopting the ASU. 85 Table of Contents