NTV Annual Report 2005
Transcription
NTV Annual Report 2005
Nippon Television Network Corporation Annual Report for the Year Ended March 31, 2005 http://www.ntv.co.jp/english/ Printed in Japan Nippon Television Network Corporation Annual Report for the Year Ended March 31, 2005 ON NEW MEDIA ANYTIME, ANYWHERE Corporate Data CONTENTS Consolidated Financial Highlights 2 Average Viewer Ratings by Viewing-Time Period 3 To Shareholders and Stakeholders 4 Platform for a New Era 12 1. Three Foundations for Winning 14 2. Creating Content for the Mobile Viewer 16 3. Spreading the Boundaries of Digitization 18 4. Social Responsibility 20 Corporate Governance 22 Financial Section 23 Stock Price 51 NTV Group 52 NTV Global Network 53 NTV Corporation Organization Chart 54 Corporate Data 55 Directors 55 Directors (As of July 1, 2005) Head Office: Nippon Television Network Corporation 1-6-1 Higashi Shimbashi, Minato-ku, Tokyo 105-7444, Japan Tel: 81-3-6215-1111 (As of July 1, 2005) Board of Directors and Statutory Auditors Representative Director, Chairman Seiichiro Ujiie Representative Director, Adviser Kohei Manabe Date of Establishment: October 28, 1952 Representative Director Shintaro Kubo Board Directors Start of Operations: August 28, 1953 Noritada Hosokawa Katsuhiro Masukata Yoshihiro Yamane Yoichi Shimada Tadao Kurosaki Takeshi Sakai Toru Shoriki Tsuneo Watanabe* Gaishi Hiraiwa* Nobuo Yamaguchi* Hiroshi Maeda* Yoshifumi Akao* Number of Employees: (As of March 31, 2005) 1,123 (Non-consolidated) Common Stock: Authorized 100,000,000 Shares Issued 25,364,548 Shares Paid-in Capital: ¥18,576 Million Standing Statutory Auditor Kinya Yokoegawa Stock Exchange Listing: Tokyo Statutory Auditors Transfer Agent and Registrar: The Chuo Mitsui Trust and Banking Company, Limited 3-33-1 Shiba, Minato-ku, Tokyo 105-0014, Japan Ryuzo Sejima** Tomonari Doi** Kenya Mizukami** * Outside appointments are pursuant to Article 188.2-7.2 of the Commercial Code of Japan. ** Outside appointments pursuant to Article 18.1 of the Law for Special Exceptions to the Commercial Code Concerning Audits, etc., of Corporations. Operating Officers President Shintaro Kubo* Executive Vice President Noritada Hosokawa* Managing Officer Katsuhiro Masukata* Operating Officers Yoshihiro Yamane* Yoichi Shimada* Tadao Kurosaki* Takeshi Sakai* Senior Operating Officers Cautionary Statements with Respect to Forward-Looking Statements: Statements made in this annual report with respect to NTV’s plans and benefits as well as other statements that are not historical facts are forward-looking statements, which involve risks and uncertainties. Potential risks and uncertainties include, without limitation, general economic conditions in NTV’s markets, exchange rates and NTV’s ability to continue to win customers’ acceptance of its products, which are offered in highly competitive markets characterized by continual new product introductions and rapid developments in technology. Kunisuke Hirabayashi Masaki Matsumoto Fumihiro Hirai Hime Miura Hiroshi Akimoto Operating Officers Yasuhiro Nose Haruhisa Murokawa * Concurrent Director This annual report was printed using a waterless printing method, recycled paper and soy-based ink. 55 MEDIA NTV’s Mission — A Commitment to Mirroring the New Era As the first commercial broadcaster in Japan, NTV commenced operations in 1953, bringing to the nation a new form of media to complement the established fields of newspapers, publishing and radio. MIRRORS In the half century that has followed, NTV has made an enduring impression on the evolving information-based culture of Japan. Today, the media sector is in a dynamic transitional phase driven by rapid advancements in digital technology. This has generated significant change and prompted the convergence between broadcasting and communications. THE NEXT We view this period of transformation as an opportunity to pursue further growth. NTV is taking a pioneering role in line with its axiom that “media mirrors the next generation.” GENERATION 1 Consolidated Financial Highlights Thousands of U.S. Dollars*1 (except per share figures) Millions of Yen (except per share figures) 2005 2004 2005 ¥357,614 ¥328,375 $3,329,739 Years Ended March 31 For the year: Net sales Cost of sales 245,109 217,844 2,282,207 Operating income 34,325 35,937 319,599 Net income 16,846 19,359 156,853 ¥493,558 ¥513,430 $4,595,512 366,646 354,046 3,413,836 ¥ 671.08 ¥ 771.74 165.00 120.00 Operating income margin 9.6 10.9 Return on assets 3.3 3.9 Return on equity 4.7 5.7 32.8 18.6 At year-end: Total assets Total shareholders’ equity Per share: Net income* 2 Cash dividends* 3 $ 6.25 1.54 Ratio (%): Dividend payout ratio Notes: 1. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥107.4 to $1, the approximate rate of exchange at March 31, 2005. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate. 2. Net income per share is computed based on the weighted average number of shares outstanding during the respective years. 3. Cash dividends per share are the amounts applicable to the respective years, including dividends to be paid after the end of the year. 4. Facts and figures throughout this report relate to the respective years ended March 31 unless otherwise stated. ���������� ����������������� ����������� ����������������� ����������������� ����������������� � ��� ��� ��� ��� �� �� �� �� ��� �� �� �� �� �� �� �� 2 �� �� �� �� �� �� �� �� �� �� �� �� �� �� Average Viewer Ratings by Viewing-Time Period (%) All Day 12 (6:00-24:00) 9 6 3 94 95 96 97 98 99 00 01 02 03 04 (Calendar Year) (%) Prime Time 20 (19:00-23:00) 15 10 5 94 95 96 97 98 99 00 01 02 03 04 (Calendar Year) (%) Golden Time 20 (19:00-22:00) 15 10 5 94 95 96 97 98 99 00 01 02 03 04 (Calendar Year) (%) Non-Prime Time (6:00-19:00 23:00-24:00) 10 8 6 4 2 94 95 96 97 98 99 00 01 02 03 04 (Calendar Year) NTV TV Company A TV Company B TV Company C TV Company D 3 ” s s e c c u S l a t o T Achieving “ a i d e M e v i s n e h e r as a Comp St ak eh ol de rs To Sh ar eh ol de rs an d President sentative Director and Shintaro Kubo, Repre 4 Company 5 “Success depends on anticipating change rather than merely following it. This is NTV’s DNA.” Over the course of its history, NTV has always shown outstanding presence as a pioneer among companies in the Japanese broadcasting industry. For ten years through 2003, we won the quadruple crown title of annual viewer ratings because of our ability to produce original and pace-setting programs. The times, however, have completely changed and today we face numerous perplexing issues. No longer do we stand at the pinnacle of the industry. Our net sales while strong remain below their peak of the year ended March 31, 2002. By taking greater advantage of NTV’s DNA, we aim to improve on a solid performance and reclaim our position as No. 1. It is imperative that we continue to create programs that captivate viewers and to do so we need people who think outside the box. Leveraging this revolutionary thinking, we must also evolve beyond existing businesses and consider opportunities and collaboration unthinkable in the past. As president, I have set forth NTV’s objective to achieve “total success.” Our industry has reached a critical juncture. The broadcasting and communication domains are converging. Our competitive arena is expanding from the free, advertising-driven terrestrial broadcasting market to fee-based markets in satellite broadcasting, the Internet and mobile media. Against this backdrop, our goal is to become a comprehensive media company that succeeds in each domain and all major distribution channels. Accordingly, NTV must diversify its businesses and revenue streams. To achieve “total success,” we must draw more and more on our DNA, and the ability to both anticipate change and shape the future. 6 7 8 King of Content by 2008 Our eyes are on 2008, the year of NTV’s 55th anniversary and also the year of the Beijing Olympics. From now, we will see dynamic transformation in the media industry, with the 29th Olympiad a watershed as the largest and most technologically advanced media event in history. People will have more options for watching the Olympic Games than ever before, from mobile devices and phones to televisions and computers receiving digital terrestrial, communications satellite (CS) and broadcasting satellite (BS) services. This is such a momentous opportunity for growth and innovation that NTV is putting all of its efforts into succeeding in every one of these new media fields. We intend to win back our top viewer ratings and reclaim our crown as king of content. In Tune with the Times Recent media technologies are changing how and where people watch television, but why they turn it on has not changed. It is easy to appreciate the higher picture quality of digital broadcasts and the convenience of mobile and IP-based devices, but what still matters most to viewers is content. It follows that the most fundamental factor for achieving our objective is to continuously create fresh and original content that sets new, higher standards for programming quality. It is in fact NTV’s content that sets us at the top of our class and reflects our ability to broadcast inventive programs in tune with the times. At NTV, I believe we must continue to leverage our DNA toward producing superior content for the coming multimedia society. 9 Goals for a Successful Future Toward accomplishing our objective of “total success” as a comprehensive media company, we have condensed core management and operational concepts into the following five main goals: Tapping Our Creative Capacity Having held the quadruple crown for ten years straight, I can say that NTV’s hit programs were made possible by the abundant inventiveness that springs from our corporate culture. It is vital to keep nurturing our creative capacity in a supportive, expansive environment and to this end we will allocate capital resources for improving our content development capabilities. Winning Over Clients With satellite and fee-based broadcasting, television viewers have an incredible array of choices for programs, and companies have more outlets for advertising. Nevertheless, our goal is to be the one company most preferred by viewers and advertisers. NTV will win them over by constantly offering innovative content, products and services. Giving Back to Our Shareholders The support of our shareholders is essential for “total success.” We will make every effort to distribute stable dividends while increasing corporate value. Our basic dividend policy is to link payments to performance by emphasizing the payout ratio. From the year ended March 31, 2005, we have set a payout ratio target of 33%. Gaining the Trust of Society As the industry experiences change and redefines its business boundaries, NTV aims to be the company most trusted to lead the expansion of television’s role in society. This requires nurturing the trust of our viewers in everything we do, from producing programming, reporting news, providing sales and services and contributing to our communities. We are cognizant of our responsibility as a media company to consider and enhance culture and public standards. 10 Strengthening Cost Management Our operating environment is becoming more dynamic, unpredictable and fiercely competitive. In this context, it is imperative that we build on our rock-solid operating foundation that can effectively implement meticulous cost management. Although it has been a long-standing problem in the broadcasting industry, NTV was one of the first companies to tackle this problem head-on. I am confident in our abilities to continue making significant cost reductions without lowering employee motivation. Furthermore, our current earnings capability is considerably higher than that of our rivals, which we believe holds us in good stead. In the true spirit of a pioneer, NTV will capitalize on the openings that change provides and emerge a clear victor in 2008. We will draw upon our DNA, that is, our ability to materialize opportunities into successes, to expand into new fields as a winning company. Having assumed the responsibilities of president, I look forward to tackling the challenges ahead with our strong, forward-looking management and our talented and diverse group of employees. We value the support of our shareholders and stakeholders as vital to our goal of achieving “total success.” Shintaro Kubo Representative Director and President Nippon Television Network Corporation 11 Platform for a New Era 12 � � �� � ����� ������ ������ ��� �� �� ������� ����� �������� ������ � �� � � � � � � � ��� ����� �������� � ������ ������� � �� �������� � ������ � ���� �������� �� � �� � �������� ��� �������� ����������� �� � � � �� ���������� � � �� � � �� � � � � �� �� ������� ������� ����������� ������� ���������� ����������� �������������������� ������������������ �������� ����������������� �� �� �� �� �� �� �� �� ������������ ����������������� � ������������������������������� ������������������������������ ����������� ����������������������� ��� ��� ��� ���� ��� �� ��� ��� ��� ������� ����������������������������������������������������������������� ������������������������������������������������ ������������������������������������������ ����������������� ������������������ ����������������� �������� ������� ����������������� ��������������� ���������� �������� ������������������� ������������������ ���������� ������� ����������������������������������� ����������� ������� ���������� �������� ������� ���������������� �������� ��������� �������� ����� ���� ������� ������� �� ������� 13 © TAKASHI YANASE / FRÖEBELKAN • TMS • NTV NTV’s future depends on the production of cartoon characters Anpanman and Lupin the high-quality content in the multimedia age. 3rd is doing particularly well. Entering its 18th Despite an increasing variety of broadcasting year of television showings in October 2005, technologies and communications devices, we Anpanman has grown into a substantial ¥86 will stay focused on the creation of true value billion merchandise market. Our investment in the — content that is cherished by viewers — as the production of works at Studio Ghibli coupled with essence of television. Broadcasting is simply DVD sales of other popular programs and spin-off a means of distribution and content is the end merchandise serve to double this strength in the product consumed by viewers. NTV aims to expand growing copyright business. the content business in line with new technologies A second foundation for winning is our by leveraging advantages found in its inherent aggressive approach to the movie business. We are strengths that form three foundations for winning. making concerted efforts to produce our own movies Our first foundation is the copyright business. Merchandise based on the popular television t h a t O n ly s m a r g o r P : s s e cc A R e c ip e f o r S u �� � �� �� � �� �� � �� �� � � �� �� �� Wi n n i n g r o f s n o i t a d Three Foun �� �� � � � �� � � � �� + 2 a. w & 14 contents under the NTV Original Movie (NOMO) project. Tokyo is committed to across-the-board efforts to nurture Tower became a hit movie after opening in January this business as a pillar of non-broadcasting source 2005 and plans for more high-profile films are in of earnings. NTV has achieved considerable success the works. in clearing copyright issues related to an archive of The third foundation is our bold posture in more than 180,000 programs, a resource of strong taking on new business opportunities. In October earnings potential for VoD services. Additionally, 2005, we are planning the full-fledged launch of a we will work to create fresh, original content that Video-on-Demand (VoD) service. For this purpose, keeps users coming back for more. we established the VoD Business Department in September 2005, which reports to the newly created NTV2 VoD Business Division. The Company NTV Can Create Media Market Scale in 2003 (Billions of Yen) Visual 4,918 Movies Satellite TV programs Terrestrial TV programs Audio 932 Game software Video software Print Primary Distribution Market 651 295 196 58 18 5,010 Multi-Use Market Source: Research Concerning the Current State of Production and Distribution of Media Contents (Institute for Information and Communications Policy, MIC) 15 �� � �� � � �� �� �� r b i l e Vi e w e o M e h t r o ontent f Creating C �� �� �� � � � �� � � � �� �� � �� �� � �� vices e D t c a p m o C n Ultrao g n i w e i V Wi d e r n a o t s t s a Te l e v i s i o c d ital Broa g i D g n i g n i r NTV is B mobile 16 Scheduled to start in spring 2006, “one-segment” more important role in each individual’s daily services (a unique digital broadcasting service life. According to various surveys in Japan, more in Japan) will enable the transmission of content than 80% of the respondents indicated interest to cellular phones and other mobile devices by in watching television on their cellular phones. using one of 13 segments on the digital terrestrial By utilizing these communication devices as a broadcasting spectrum. Acutely aware of the broadcasting medium, we are confident datacasting opportunities presented by this new service, NTV is will enable users to easily access more detailed taking an aggressive approach to creating content information about television programs and order for this innovative broadcasting medium. related products. The launch of “one-segment” services will Although we do not expect this change to allow people to watch television on ultra-compact happen overnight, we believe young people, the devices that fit in a shirt pocket, at times and chief users of cellular phones, will quickly adopt places unreachable until now. With greater access the new technology. and opportunity, we anticipate viewing time to significantly increase and datacasting to play a cket o P t r i h S a in that Can Fit Audience �������������������������������� ��������������������������� ��� �������������������������������������������������������������������������� ���� ������������������������������������� w & ���� ��������������������������������������������� + a. ���� ��������������������������������������������������������� ����������������������������������������������������� 2 ���� ���������������������������������������� ������������������������������ ���� �������������������������������������������������������������������������� �������������������������������� ���� ������������������������������������������� ����������������������������������� ���� ����� ��� ���������������������� ������������������������������������������������������������������������� � ������������������������������������� 17 interactive �� � igitizatio D f o s e i r a the Bound Spreading � � � � �� � � �� �� �� �� �� � �� �� � �� �� � � �� �� �� n E x p lo r in g — n io is v le e T f ace o C h a n g in g t h e F 18 Since digital terrestrial broadcasting in Japan started from December 2003, area coverage has steadily widened and compatible hardware has advanced. Further expansion is expected in fiscal 2005 with full-fledged digital broadcasting. Spurred by the launch of “one-segment” digital broadcasting and enriched datacasting, coverage is estimated to extend to 27 million households, or 57%, by the end of 2005. NTV is making every effort to complete the transition to high-definition (HD) production and transmission equipment, taking full advantage of the cutting-edge facilities at the NTV Tower ��������������������������������� ����������������������� ���������������������������������� in Shiodome. NTV can already boast the highest ratio of HD programs among the key commercial broadcasters in Tokyo, reaching 66% of households in Japan as of April 2005, but we aim to extend our reach to more than 80% of households in 2007. ����� NTV is conducting new experiments with digitization and datacasting. Specifically, we are developing services in cooperation with local governments that will enable people to electronically submit various applications such as residency ����� certificates through their televisions. Among other initiatives, we are participating in reception t io n s D iv e r s e A p p li c a tests of “one-segment” ����� �� �� �� �� �� �� �� �� �� ��������������� broadcasting in subways and underground walkways. These efforts are significantly contributing to increased awareness of NTV’s technical expertise. With regard to networking, Kitanihon Broadcasting Co., Ltd., an NTV affiliate, kicked off the first digital broadcasting service to areas ������ �������� ������� ���������� �������� ����������� ���������������� ���������� ������������ �������������������������������������������������������������������� � ��������������������������������������������������������������������������� outside Tokyo, Osaka and Nagoya in October 2004. We anticipate affiliated networks will take steps toward digitization in the next few years. Digitization requires a significant up-front investment for these stations, so their most pressing issue is how to build cost-efficient digital networks. NTV is implementing specific measures to substantially reduce these costs and cooperating in the joint ordering of equipment and use of common specifications for FPU (field pickup unit) masters. a. h. b. c. g. d. f. e. 19 social NTV is highly conscious of its responsibility 31, 2005, the Ministry of Internal Affairs and as a media company and takes into account Communications singled out NTV for having the various environmental and social issues in the highest ratio (25%) of subtitle broadcasting time implementation of management measures. to total broadcasting time among private-sector Recognizing this responsibility, NTV emphasizes broadcasters. Highlighting our activities to preserve strict adherence to corporate ethics, encourages the world's cultural heritage, NTV has lent its full personal development and promotes social cooperation in the renovation of a special viewing contribution. room for the world-renowned painting of the Mona In fostering personnel, NTV also promotes Lisa by Leonardo da Vinci at the Louvre Museum in initiatives to encourage the development of talented Paris. In our charity program, 24-Hour Television: employees and improve corporate value. These Love Saves the Earth, donations from viewers, measures include a personnel evaluation system, corporate clients and NTV's network affiliates have career planning services, a job request program and raised a total of more than ¥23 billion as of 2004, a performance-based compensation system. the 27th year of this annual event, for assistance NTV takes great pride in its contributions to to public welfare and environmental activities. society. The Company has an established policy to In 2003, we established the NTV Environmental deliver information and services to the broadest Management Office to guide corporate efforts to possible audience. In order to lower barriers to protect the environment. Our new head office is a information access, for example, NTV uses subtitles during broadcasts. In the year ended March L in k s le b a in a t s u S g in e a li z C o m m it t e d t o R �� 20 � �� �� �� � � � �� � � � �� �� � �� �� � �� �� � � �� �� �� ponsib Social Res ility contribution shining example. Designed with energy conservation 24-Hour Television — Use of Charity Donations in 2004 and environmental harmony in mind, NTV Tower is (Yen) contributing to reductions in energy consumption Domestic natural disaster assistance by 8% and CO2 emissions by 7%. In addition, NTV was one of the first media companies to participate in Team Minus 6%, a government initiative promoted by the Ministry of the Environment to prevent global warming and meet CO2 reduction targets in accordance with the Kyoto Protocol, which took effect in February 2005. 10,000,000 Donations to support global environmental protection Overseas aid 57,594,165 Buses with lifts 4,621,000 13,773,361 Wheelchair-accessible compact vehicles with ramps Donations to support the training of dogs that assist the disabled 7,489,800 Gifts 4,619,450 In July 2005, NTV created the Environmental ISO Promotion Committee, with the president appointed as chief environmental officer, launching companywide efforts toward the acquisition of ISO 14001 certification in 2005. 12,110,800 Cash disbursement 773,105,130 Special vehicles for public service activities 687,118,154 Spending Total 785,215,930 Donations raised in 2004 (27th annual charity event) totaled ¥719,045,124. Donations raised over 27 years of charity events have totaled ¥23,208,275,214. Source: 24-Hour Television Charity Committee (October 1, 2003 to September 30, 2004) Sector e t a r o p r o C e h t y and b e t w e e n S o c ie t NTV was selected by the FTSE4Good Index Series in September 2004. In line with the Dow Jones Sustainability World Index, the FTSE4Good Index Series is a key indicator for measuring the performance of companies that meet globally recognized corporate responsibility standards, and it facilitates investment in those companies. The FTSE4Good Index Series also includes a number of major Japanese companies including Sony Corporation, Teijin Limited and Toyota Motor Corporation. 21 Corporate Governance Management Structure Primary Initiatives in Fiscal 2004 NTV’s Board of Directors has a total of 15 The Compliance Committee, established in members, five of whom are outside appointments. December 2003, is responsible for overall corporate The Board of Statutory Auditors, which has four governance. As part of its activities, the Committee members, includes three outside auditors. formulated the NTV Compliance Charter, which can NTV has also created an internal control be viewed on the Company’s website. Underpinned system that incorporates various function-specific by this Charter, the Committee also checks committees. The Business Operations Audit on a daily basis cost management issues and Committee has been established as a part of the improves systems related to program production Board of Directors to supervise all aspects of and deliberates on measures to enhance ethical business execution. The Remuneration Committee awareness of employees. Reinforcing business was formed under the Board of Directors to oversight systems through internal auditing field inquiries about compensation for directors regulations, the Committee is also responsible for and other employees. Key to NTV’s corporate staff adjustments as well as periodic training and governance activities is the Compliance Committee. compliance education. This committee was formed to ensure effective The Compliance & Standards Division was corporate governance and highly transparent established in June 2004 to handle various activities. Through strict compliance with laws and legal issues as well as review programs and regulations, NTV is taking significant strides to commercials. The Division also provides guidance garner the trust and support of the public. on the objectivity of news and documentary The framework of the internal control system is programs while fostering an internal culture that specifically implemented as described below. First, emphasizes ethical behavior. In fiscal 2004, the all of our directors and employees have pledged to Division took the initiative to update Company uphold the NTV Compliance Charter. Second, the rules on document management and worked Business Operations Audit Committee is dedicated toward complete compliance with the Personal to preventing and uncovering illicit behavior Information Protection Law. With the enactment through internal audits. Third, the Compliance of the Whistleblower Protection Act, NTV also & Standards Division conducts checks on every strengthened related systems, such as expanding facet of daily business activities from a legal contacts through the NTV Whistle internal perspective. Fourth, the Operations Improvement notification system. Committee, an organization under the direction of the Compliance Committee, concentrates efforts on the improvement of compliance-related systems. Fifth, NTV Whistle was put in place as an internal notification system so employees are able to report inappropriate conduct. 22 Financial Section CONTENTS Six-Year Summary 24 Management’s Discussion and Analysis 25 Consolidated Balance Sheets 34 Consolidated Statements of Income 36 Consolidated Statements of Shareholders’ Equity 37 Consolidated Statements of Cash Flows 38 Notes to Consolidated Financial Statements 39 Independent Auditors’ Report 50 23 Six-Year Summary Thousands of U.S. Dollars* 1 (except for per share figures) Millions of Yen (except for per share figures) 2005 Years Ended March 31 2004 2003 2002 2001 2000 2005 For the year: Net sales ¥ 357,614 ¥ 328,375 ¥ 336,299 ¥ 358,683 ¥ 352,409 ¥ 328,014 $3,329,739 Cost of sales 245,109 217,844 215,180 218,889 207,744 203,863 2,282,207 Operating income 34,325 35,937 47,407 63,574 67,303 54,351 319,599 Net income 16,846 19,359 20,296 34,648 36,008 34,003 156,853 At year-end: Total assets ¥ 493,558 ¥ 513,430 ¥ 476,634 ¥ 443,798 ¥ 410,042 ¥ 364,896 $4,595,512 Total shareholders’ equity 366,646 354,046 327,116 323,319 291,501 253,912 3,413,836 Per share: Net income*2 671.08 ¥ 771.74 ¥ 801.99 ¥ 1,366.34 ¥ 1,419.96 ¥ 1,341.04 $ 6.25 165.00 120.00 120.00 120.00 120.00 80.00 1.54 14,688.07 14,183.02 13,102.25 12,750.14 11,495.33 20,025.50 136.76 Operating income margin 9.6 10.9 14.1 17.7 19.1 16.6 Return on assets 3.3 3.9 4.4 8.1 9.3 10.0 Cash dividends* ¥ 3 Shareholders’ equity Ratio (%): Return on equity Dividend payout ratio 4.7 5.7 6.2 11.3 13.2 14.7 32.8 18.6 15.4 9.4 8.9 6.3 Notes: 1. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥107.4 to $1, the approximate rate of exchange at March 31, 2005. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate. 2. Net income per share is computed based on the weighted average number of shares outstanding during the respective years, retroactively adjusted for stock splits. 3. Cash dividends per share are the amounts applicable to the respective years, including dividends to be paid after the end of year, retroactively adjusted for stock splits. 4. Facts and figures throughout this report relate to the respective years ended March 31 unless otherwise stated. 24 Management’s Discussion and Analysis 1. Overview Taking a broad look at economic conditions in Japan, there were signs of a recovery in the first half of the year ended March 31, 2005, led by a moderate increase in consumer spending amid improvements in corporate earnings. At the start of the second half, this positive trend slowed, reflecting the deceleration in exports and higher crude oil prices. In the advertising market, the Athens Olympics and a stifling summer buoyed demand. As a result, advertising spending totaled ¥5,857.1 billion in 2004, up 3.0% for the first increase in four calendar years according to research by Dentsu Inc. Of this total, spending on television advertising increased in 15 of 21 categories, including financing and insurance, beverages and real estate and housing facilities. Of these 15 categories, six showed significant double-digit growth. As a consequence, total spending on television advertising rose 4.9% to ¥2,043.6 billion, rebounding to the ¥2 trillion level after a three-year lapse. Satellite media-related advertising grew 4.1% to ¥43.6 billion owing mainly to an increase in BS digital broadcasting. Under these operating conditions, the NTV Group recorded significant growth of 8.9% in consolidated net sales to ¥357,614 million in the year ended March 31, 2005, marking the first increase in three years. This gain in sales was supported by a firm rise in revenues in the television broadcasting segment, owing to the robust advertising market and a considerable upward swing in revenues in the cultural activities segment. Operating income and net income decreased on account of an increase in costs with the operation of NTV’s new head office. However, the NTV Group recorded higher net sales and net income than original targets for the year ended March 31, 2005. Net sales were 7.5% higher than our original estimate and net income was 49.1% higher. This was the result of our efforts to thoroughly manage costs for program production combined with external factors, such as the favorable turn in the advertising market. ��������������������������������� �������������������������������� �������������������������������������������������������� �������������������������������������������������������� ��������������������� �������������������������������� �������� ��� ��� ����������� �� ��� ��� ��� ��� ��� ��� �� �� �� �� ��� ��� �� �� ��� ��� ��� ��� ��� ��� Increased Spending �� �� �� �� �� �� Contribution Ratio Finance/Insurance 113.9 25.8 Beverages/Cigarettes 108.3 16.1 Cosmetics/Toiletries 106.0 15.7 Transportation/Leisure 106.0 11.7 Real Estate/Housing Facilities 105.2 5.6 ��� Decreased Spending �� �� �� ��������������� ������������������������������������������������������������ Comparison Ratio Comparison Ratio Contribution Ratio Foodstuffs 94.7 39.0 Hobbies/Sporting Goods 94.4 19.4 Information/Communications 97.0 18.9 Government/Organizations Pharmaceuticals/ Medical Supplies 89.5 12.7 97.6 10.0 Note: The contribution ratio represents the percentage of contribution to the total amount of the increase or decrease. Source: 2004 Advertising Expenditures in Japan (Dentsu Inc.) 25 (1) Net Sales In the year ended March 31, 2005, the NTV Group posted consolidated net sales of ¥357,614 million, an increase of 8.9%, or ¥29,239 million. The significant jump in sales in the cultural activities segment played a part in overall growth, especially record-setting box-office receipts for the movie Hauru no Ugoku Shiro (Howl’s Moving Castle) and strong sales of DVD titles. In the television broadcasting segment, sales rose in tandem with major single-episode programs, such as the Athens Olympics, as well as a recovery in the spot advertising market. Solid performance in these two segments provided sturdy support for sales expansion in the NTV Group. (2) Gross Profit Gross profit edged up 1.8%, or ¥1,974 million, to ¥112,505 million. Cost of sales totaled ¥245,109 million, an increase of 12.5%, or ¥27,265 million, reflecting a peak in depreciation and amortization to ¥21,060 million in accordance with the full-scale operation of the Shiodome head office. The increase in net sales, however, covered for the higher cost of sales. Program production costs, one of the largest expenditures, decreased 0.5% on an unconsolidated basis to ¥109,570 million, contributing to higher gross profit. ���������� ������������������������ ����������������� ����������� ����������������� ������������������ ��������������������� ������������������ ������������������ ��� ��� ��� ��� ��� ��� ��� ��� ��� (3) Operating Income Operating income fell 4.5%, or ¥1,612 million, to ¥34,325 million. This decrease reflects an upswing in selling, general and administrative (SG&A) expenses of 4.8%, or ¥3,586 million, to ¥78,180 million, owing mainly to an increase in running costs at the Shiodome head office. �� �� �� �� ��� �� �� �� �� �� �� �� 26 �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� (4) Income Before Income Taxes and Minority Interests Despite an improvement in other expenses, the aforementioned increase in SG&A expenses resulted in a drop in income before income taxes and minority interests of 8.0%, or ¥2,766 million, to ¥31,787 million. (5) Net Income As a result of the above, net income amounted to ¥16,846 million, a decrease of 13.0%, or ¥2,513 million. Owing to a fall in the share prices of listed companies, NTV had planned to record a ¥3,550 million loss on devaluation of investment securities as an extraordinary loss. Share prices rebounded by March 31, 2005, however, and accounting readjustments revised this loss to ¥145 million. 2. Performance by Segment (1) Television Broadcasting In the television broadcasting segment, revenues are derived from sales of broadcasting time to advertisers (broadcasting sales) and programs to network affiliates, through the production and broadcasting of television programs. Broadcasting sales are classified into two categories: broadcasting time during specific programs (time sales) and advertising spots between programs (spot sales). The production and broadcasting of television programs in this segment are handled by NTV Eizo Center Corporation and five other consolidated subsidiaries, as well as two unconsolidated subsidiaries and nine associated companies. During the year ended March 31, 2005, total television broadcasting sales increased ¥4,794 million, or 1.7%, to ¥289,810 million (all segment sales include inter-segment transactions). The main components of broadcasting sales are as follows. ����������������� ����������������� ������� ��� ��� ������������������ ���� ���� ���� ���� ��� ��� ���� ���� ���� ���� ���� ��� ���� � ���� ���� ���� ��� ��� ��� ��� ��� ��� ���������������� ����������������������������� �� �� �� �� �� �� �� �� �� �� �� �� �� ��������������������������� ���������������������� 27 Time sales rose in the first half of the year ended March 31, 2005, owing mainly to large-scale single-episode programs, such as the Athens Olympics and international soccer friendly matches. Despite strong special program sales around the New Year, time sales declined in the second half due to the absence of the Major League Baseball season opener and the Tokyo International Marathon, which aired in the same period of the previous fiscal year. There was also a decline in time sales for regular programs throughout the fiscal year. As a result, time sales edged down to ¥148,699 million in the year ended March 31, 2005. In spot sales, there was a recovery in the first half of the year ended March 31, 2005, reflecting the positive effect of demand for consumer electronics, most notably from July through September due to the Athens Olympics, and higher advertising placements for beverages during the intense summer. While the domestic economy showed some signs of slowing in the second half of the year ended March 31, 2005, NTV continued to aggressively promote efficient sales activities in the first half, resulting in a sales increase. Accordingly, spot sales for fiscal 2004 increased 2.6% to ¥120,137 million, offsetting the decline in time sales. Operating income in the television broadcasting segment fell ¥5,801 million, or 18.6%, to ¥25,345 million, owing to a considerable increase in depreciation and amortization despite efforts to reduce costs by aiming to enhance the efficiency of program production spending for regular programs in particular. (2) Cultural Activities In the cultural activities segment, NTV promotes concerts and art exhibits, film investments and production, sports events and book publishing. Nippon Television Music Corporation plans and produces recorded music, including CDs, and represents music copyrights and manages merchandising rights. VAP Inc. plans, produces, records and sells CDs, videotapes and DVDs. This segment also includes two unconsolidated subsidiaries and one associated company. ����������������������� ���������� ����������������� ����������� ����������� ����������������� ����������������� ����������������� ����������������� ��� �� ��� ��� ��� ��� ��� ��� ��� ��� ��� �� ��� ��� ��� ��� ��� �� �� �� �� 28 �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� Total cultural activities segment sales increased ¥23,244 million, or 59.8%, to ¥62,103 million. In movies, Hauru no Ugoku Shiro (Howl’s Moving Castle), which hit theaters in November 2004 and Tokyo Tower, an NTV Original Movie (NOMO) project released in January 2005, attracted broad popularity. In DVDs, the South Korean dramas Winter Sonata and Beautiful Days and the DVD version of the popular comedy television show Downtown no Gaki no Tsukaiyaarahende!! were runaway hits. CDs by popular music artists Mr. Children, Bump of Chicken and YUZU also provided a boost to sales. Sales were also strong for character goods including those for the Anpanman and Lupin the 3rd cartoons. From January 2005, the ALPHONSE MUCHA: Treasures from the Mucha Foundation exhibition was held at the Tokyo Metropolitan Art Museum. During a two-month period, more than 238,000 visitors enjoyed the event, contributing strongly to revenues. In its 19th year, Disney on Ice was shown in Tokyo and Yokohama, providing a steady stream of box-office revenue. As a result, operating income in the cultural activities segment climbed ¥4,303 million, or 110.0%, to ¥8,215 million. (3) Other In the other segment, NTV Services Inc. engages in building management, insurance sales and sales of novelty goods at various events. Nippon Television Work 24 Corporation is involved in general facility management services, including property. Nippon Television Football Club Co., Ltd. manages a professional soccer team. Forecast Communications Inc. offers Internet-related services. Five other associated companies are also a part of this segment. Total sales in this segment in the year ended March 31, 2005, were ¥13,717 million, up ¥1,806 million, or 15.2%. Operating income increased ¥264 million, or 29.0%, to ¥1,175 million. These gains reflect the addition of tenant leasing, merchandise sales and building management operations at the Shiodome head office, as well as the initial leasing of the former head office building in Kojimachi. ������������������� ���������� ����������������� ����� ���������� ����������������� ����������������� ����������������� ����������������� ����������������� ���� ��� ���� ��� ���� ���� ��� ��� ��� ���� ��� ���� ��� ���� ��� ��� ��� ��� ��� ��� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �������������������������������������������������� 29 3. Liquidity and Financial Resources Net property and equipment fell ¥12,780 million, or 5.5%, to ¥218,590 million due to a considerable amount of depreciation. Investments and other assets increased ¥6,528 million, or 7.0% to ¥99,871 million, reflecting the purchase of investment securities and an increase in other assets. As of March 31, 2005, total liabilities were ¥121,747 million, a decrease of ¥34,372 million, or 22.0%, from the end of the previous fiscal year. Total current liabilities were ¥84,700 million, down ¥33,320 million from the end of the previous fiscal year, primarily reflecting the repayment of short-term bank loans. Total non-current liabilities declined ¥1,052 million to ¥37,047 million, owing to the partial reversal of liabilities for retirement benefits in accordance with the partial transition from the approved retirement annuity system (the Company's defined benefits pension plan) and lump-sum retirement benefits to a 401(k)-type plan. Minority interests amounted to ¥5,165 million, an increase of ¥1,900 million from the end of the previous fiscal year on account of an increase in minority interests at consolidated subsidiaries that had performed favorably in the year ended March 31, 2005. Total shareholders’ equity was ¥366,646 million, an increase of ¥12,600 million. Despite a decrease in unrealized gain on available-for-sale securities due to a fall in share prices on stocks held, retained earnings rose along with the recording of net income. (1) Liquidity Management and Capital Procurement Policy The NTV Group uses retained earnings and procures funds through borrowings to meet ongoing requirements for operating capital and capital expenditures. Bank loans were taken out to build the new Shiodome head office and invest in digital broadcasting equipment. As of March 31, 2005, short-term bank loans were ¥11.5 billion. NTV plans to repay this amount in full during the year ending March 31, 2006. The NTV Group plans to invest in corporate initiatives for sustainable growth and believes NTV has the ability to continue funding these investments with retained earnings. (2) Financial Position As of March 31, 2005, total assets were ¥493,558 million, a decrease of ¥19,872 million, or 3.9% from a year earlier. Total current assets declined ¥13,620 million to ¥175,097 million, owing to a decrease in cash and cash equivalents in accordance with the repayment of short-term bank loans. ���������������� ����������������������������������� ��������������������������� ��� ����������������� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ���� ���� ��� ��� ���� ��� ���� ���� ��� ������������ �������������� ������ �� 30 �� �� �� �� �� �� �� �� �� �� �� �� �� �� 4. Strategic Events and Outlook (3) Cash Flows As of March 31, 2005, cash and cash equivalents were ¥66,878 million, down ¥11,052 million from a year earlier. This was mainly the result of the repayment of short-term bank loans, which outweighed an increase in net cash provided by operating activities. Net cash provided by operating activities totaled ¥49,286 million, up from ¥30,520 million in the previous fiscal year. Decreases in cash included a decline in income before income taxes and minority interests, as well as a drop in trade notes and accounts payables, which was due to shortened payment cycles to comply with the Act Against Delay in Payment of Subcontract Proceeds. These factors were overcome, however, by sources of cash including an increase in depreciation, a non-cash item and a decrease in income taxes paid. Net cash used in investing activities was ¥23,046 million. The main uses of cash were payments for the refurbishment of the former head office at Kojimachi, purchases of investment securities and payments for long-term loans. Net cash used in financing activities was ¥37,275 million, compared with net cash provided by financing activities of ¥7,131 million in the previous fiscal year, reflecting the repayment of short-term bank loans. This section contains forward-looking statements about the NTV Group’s future performance. Please refer to the “Cautionary Statements with Respect to Forward-Looking Statements” at the end of this annual report. (1) Management Issues Faced in the Year Ended March 31, 2005, and Future Management Policy The year ended March 31, 2005, saw signs of a recovery in the Japanese economy and an increase in consumer spending. There was also significant improvement in the advertising market, which deeply affects the earnings of the NTV Group. NTV was confronted with several issues in the year ended March 31, 2005. Even though NTV had attained the quadruple crown title of annual viewer ratings for ten consecutive years, we allowed this title to slip away to a competing broadcaster in the year ended March 31, 2005. One reason for this was low viewer ratings for professional baseball games during the regular season. NTV is collaborating with a wide variety of parties that both directly and indirectly shape the face and future of professional baseball in Japan for ways to boost its popularity, such as through reforms including interleague matches. As conditions do not warrant optimism for viewer ratings for our other regular programs, we are taking decisive action in the form of a large reorganization of program lineups and the appointment of young producers. NTV is ��������������������������� ������������������������������ ���������������������� ��� ������� ������������������������ ���� ���� ����� ����� ��� ��� ���� ����� ��� �� �� �� ��������������������������������������������������������� ������������������������÷������������� �� �� �� ���������������������� ������������������������������� ÷������������������������������������� �� �� �� ������������������������ ��������������������������������������� ÷����������������� 31 also concentrating more efforts on single-episode programs. From 2005, NTV plans to broadcast the FIFA Club World Championship Toyota Cup Japan, a tournament of the best soccer clubs from six continents, in December of each year. To regain top viewer ratings, we must continue to produce high-quality programs by effectively leveraging the cutting-edge facilities in NTV Tower, our Shiodome head office replete with the latest digital equipment to prepare and edit program content. One of our most urgent management issues is responding to the multimedia and multichannel era amid a fusion of broadcasting and communications technologies. In this context, the NTV Group plans to launch from autumn 2005 a full-scale VoD service for distributing fee-based content over the Internet and “one-segment” broadcasting. NTV is building a virtual shopping zone for video content for various distribution channels, such as PCs and cellular phones. As a comprehensive distribution business, NTV’s VoD service will be a first in the broadcasting industry. In this business, we will offer a wide range of appealing content, and plan to incorporate advertising revenues in addition to content viewing fees. After launching the service, we aim to quickly build membership to one million users and grow the business into a non-broadcasting source of earnings by adding content and aggressively selling advertising. Business performance during the year ending March 31, 2006 is expected to see little impact. 32 The NTV Group has the following measures in place to address issues particular to the television broadcasting segment and the cultural activities segment. Television Broadcasting In the television broadcasting segment, the two most urgent issues we face are developing and providing the best content in the industry, as well as improving viewer ratings. NTV is focusing on single-episode programs, aiming to foster young upwardly mobile creators and improve the quality of the programming schedule. Promptly responding to client needs is another crucial issue. In recent years, the needs of advertisers and the lifestyles of viewers have changed remarkably and we must strategically reposition network time, local time and spot advertising slots. As for marketing strategy, NTV is revising its program schedules in April and October based on an analysis of program content, client needs and viewer lifestyles, while flexibly allocating a balance of network and local commercials, as well as time and spot commercials. We will also continue to accurately pinpoint diverse advertiser needs and create content that surpasses the expectations of our advertisers. Cultural Activities In the cultural activities segment, the NTV Group is making every effort to improve earnings capabilities by leveraging its competitive advantages. We have hosted many successful art exhibitions thanks to strong ties with art museums, mainly in France, through a project to restore the murals of the Sistine Chapel in the Vatican. We will continue to sponsor popular art exhibitions with an appropriate commitment of management resources. In the year ending March 31, 2006, NTV plans to hold three standout events: the Masterpieces from the Louvre Museum: 19th Century French Paintings from Neoclassicism to Romanticism at the Yokohama Museum of Art; Hauru no Ugoku Shiro Dai Sakasuten (Howl’s Moving Castle in Festival) at the Museum of Contemporary Art, Tokyo; and the We Will Rock You spectacular at Shinjuku Koma Stadium. Projecting strong attendance, NTV expects to enjoy significant profits in the cultural activities segment. In the copyrights business field, NTV is concentrating on promoting merchandise for Anpanman and Lupin the 3rd, popular cartoons in Japan and investing in the production of works at Studio Ghibli. We aim to diversify revenue sources by maximizing the value of our content copyrights as a precious resource of the NTV Group. 2) Earnings Estimates for the Year Ending March 31, 2006 In the year ending March 31, 2006, NTV estimates net sales of ¥343 billion, ordinary income of ¥27 billion and net income of ¥11 billion. NTV expects sales to decline in the television broadcasting segment, owing to the absence of special demand from the Athens Olympics and oppressive summer in 2004. In the cultural activities segment, NTV estimates a decrease in sales due to the lack of blockbuster movies and DVDs that boosted sales in the year ended March 31, 2005. Accordingly, NTV estimates net sales to decline ¥15,114 million, or 4.2%. In terms of expenses, NTV expects production costs to increase due to large-scale single-episode programs including the World Grand Champions Cup 2005 (volleyball), FIFA Club World Championship Toyota Cup Japan 2005 (soccer) and Torino Winter Olympics. The Company estimates depreciation to decrease, having crossed its peak. However, NTV projects a shortfall that will not cover the projected decline in net sales. Further exacerbating this downturn, NTV anticipates it will incur losses on devaluation of investment securities of approximately ¥5.0 billion. In light of the aforementioned projections, net income is forecast to fall ¥5,947 million, or 35.3%. ���������������������������������������������������������������� ��������������������������������������� Capital expenditures Depreciation and amortization 2006 2007 2008 2009 2010 7.3 7.1 5.2 6.8 4.0 16.5 15.3 13.3 11.7 9.8 33 Consolidated Balance Sheets Nippon Television Network Corporation and Consolidated Subsidiaries March 31, 2005 and 2004 Thousands of U.S. Dollars (Note 1) Millions of Yen ASSETS Current assets: Cash and cash equivalents Time deposits Marketable securities (Note 3) Receivables: Trade notes Trade accounts Other Allowance for doubtful accounts Program rights Deferred tax assets (Note 8) Prepaid expenses and other Allowance for doubtful accounts Total current assets Property and equipment—At cost (Notes 4 and 9): Land Buildings and structures Machinery, vehicles and equipment Construction in progress Total Accumulated depreciation Net property and equipment Investments and other assets: Investment securities (Note 3) Investment in unconsolidated subsidiaries and associated companies Deferred tax assets (Note 8) Other assets Allowance for doubtful accounts Total investments and other assets TOTAL See notes to consolidated financial statements. 34 2005 2004 ¥ 66,878 100 2,076 ¥ 77,930 100 329 5,250 78,484 1,708 (59) 9,530 5,231 6,597 (698) 6,339 76,232 5,582 (96) 11,525 5,981 5,445 (650) 2005 $ 622,700 931 19,330 48,883 730,764 15,901 (549) 88,734 48,706 61,425 (6,499) 175,097 188,717 1,630,326 114,936 90,831 93,836 485 115,120 90,468 99,778 268 1,070,168 845,726 873,706 4,515 300,088 (81,498) 305,634 (74,264) 2,794,115 (758,826) 218,590 231,370 2,035,289 77,545 75,212 722,020 7,225 552 14,680 (131) 7,132 312 10,856 (169) 67,272 5,140 136,685 (1,220) 99,871 93,343 929,897 ¥493,558 ¥513,430 $4,595,512 Thousands of U.S. Dollars (Note 1) Millions of Yen LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term bank loans (Note 5) Payables: Trade notes Trade accounts Other Income taxes payable Accrued expenses and other Total current liabilities Non-current liabilities: Liabilities for retirement benefits (Note 6) Guarantee deposits received (Note 4) Deferred tax liabilities (Note 8) Other Total non-current liabilities Minority interests 2005 2004 2005 ¥ 11,500 ¥ 45,903 3,081 49,424 7,292 6,640 6,763 2,838 53,720 2,852 2,256 10,451 28,687 460,186 67,896 61,825 62,971 84,700 118,020 788,641 10,438 20,127 4,964 1,518 13,507 20,046 4,546 97,188 187,402 46,220 14,134 37,047 38,099 344,944 5,165 3,265 48,091 $ 107,076 Commitments and contingent liabilities (Notes 9 and 10) Shareholders’ equity (Notes 7 and 11): Common stock, no par value—authorized, 50,000,000 shares; issued, 25,364,548 shares in 2005 and 2004 Additional paid-in capital Retained earnings Unrealized gain on available-for-sale securities Foreign currency translation adjustments Total Treasury stock—at cost, 409,210 shares in 2005 and 408,930 shares in 2004 Total shareholders’ equity TOTAL 18,576 17,928 330,171 9,666 (159) 18,576 17,928 316,418 10,835 (179) 172,961 166,927 3,074,218 90,000 (1,480) 376,182 363,578 3,502,626 (9,536) (9,532) (88,790) 366,646 354,046 3,413,836 ¥493,558 ¥513,430 $4,595,512 35 Consolidated Statements of Income Nippon Television Network Corporation and Consolidated Subsidiaries Years Ended March 31, 2005 and 2004 Thousands of U.S. Dollars (Note 1) Millions of Yen Net sales Cost of sales Gross profit Selling, general and administrative expenses (Note 9) Operating income Other income (expenses): Interest and dividend income Interest expense Gain on sales of property and equipment Loss on devaluation of investment securities Loss on revision of retirement benefit plan Moving expense related to new head office building 50th anniversary expense of broadcasting service Other—net 2005 2004 2005 ¥357,614 ¥328,375 $3,329,739 245,109 217,844 2,282,207 112,505 110,531 1,047,532 78,180 74,594 727,933 34,325 35,937 319,599 784 (70) 5 (145) (2,269) 7,300 (652) 47 (1,350) (21,127) 709 (134) 935 (558) (843) (673) (771) (892) (7,849) (2,538) (1,384) (23,631) Income before income taxes and minority interests 31,787 34,553 295,968 Income taxes (Note 8): Current Deferred 11,416 1,727 9,247 4,941 106,294 16,080 13,143 14,188 122,374 Income before minority interests 18,644 20,365 173,594 Minority interests in net income (1,798) (1,006) (16,741) Other expenses—net Total income taxes Net income ¥ 16,846 ¥ 19,359 Yen Per share of common stock (Note 2.m): Net income Cash dividends applicable to the year See notes to consolidated financial statements. 36 $ 156,853 U.S. Dollars 2005 2004 2005 ¥671.08 165.00 ¥771.74 120.00 $6.25 1.54 Consolidated Statements of Shareholders’ Equity Nippon Television Network Corporation and Consolidated Subsidiaries Years Ended March 31, 2005 and 2004 Thousands Millions of Yen Shares of Common Stock Common Stock Additional Paid-in Capital Balance, April 1, 2003 Net income Cash dividends, ¥95 per share Bonuses to directors Interim cash dividends, ¥25 per share Adjustment of retained earnings from the exclusion of equity method of an associated company Net increase in unrealized gain on available-for-sale securities Foreign currency translation adjustments Increase in treasury stock—net 25,365 ¥18,576 ¥17,928 Balance, March 31, 2004 Net income Cash dividends, ¥95 per share Bonuses to directors Interim cash dividends, ¥25 per share Net decrease in unrealized gain on available-for-sale securities Foreign currency translation adjustments Increase in treasury stock—net 25,365 Balance, March 31, 2005 25,365 Retained Earnings ¥299,477 19,359 (2,372) (140) Unrealized Gain on Availablefor-sale Securities ¥ Foreign Currency Translation Adjustments 775 ¥(110) Treasury Stock ¥(9,530) (623) 717 10,060 (69) (2) 18,576 17,928 316,418 16,846 (2,369) (100) 10,835 (179) (9,532) (624) (1,169) 20 (4) ¥18,576 ¥17,928 ¥330,171 ¥ 9,666 ¥(159) ¥(9,536) Thousands of U.S. Dollars (Note 1) Common Stock Balance, March 31, 2004 Net income Cash dividends, $0.88 per share Bonuses to directors Interim cash dividends, $0.23 per share Net decrease in unrealized gain on available-for-sale securities Foreign currency translation adjustments Increase in treasury stock—net $172,961 Balance, March 31, 2005 $172,961 Additional Paid-in Capital Retained Earnings Unrealized Gain on Availablefor-sale Securities $166,927 $2,946,164 $100,885 156,853 (22,059) (931) Foreign Currency Translation Adjustments $(1,667) Treasury Stock $(88,752) (5,809) (10,885) 187 (38) $166,927 $3,074,218 $ 90,000 $(1,480) $(88,790) See notes to consolidated financial statements. 37 Consolidated Statements of Cash Flows Nippon Television Network Corporation and Consolidated Subsidiaries Years Ended March 31, 2005 and 2004 Thousands of U.S. Dollars (Note 1) Millions of Yen Operating activities: Income before income taxes and minority interests Adjustments for: Income taxes—paid Depreciation and amortization Reversal of liabilities for retirement benefits Gain on sales of property and equipment Loss on devaluation of investment securities Equity in losses of unconsolidated subsidiaries and associated companies Changes in operating assets and liabilities: (Increase) decrease in trade notes and accounts receivables Decrease (increase) in program rights (Decrease) increase in trade notes and accounts payables Other—net 2004 2005 ¥ 31,787 ¥ 34,553 $ 295,968 (7,032) 21,060 (3,069) (5) 145 89 (1,163) 1,995 (4,053) 9,532 (19,183) 12,676 (1,686) (935) 558 430 (65,475) 196,089 (28,575) (47) 1,350 829 1,334 (3,915) 4,426 2,262 (10,829) 18,575 (37,737) 88,752 Total adjustments 17,499 (4,033) 162,932 Net cash provided by operating activities 49,286 30,520 458,900 (100) 100 290 (11,612) 147 (902) 249 (6,452) (4,766) 963 9,243 (51,326) 12,118 (3,280) 82 (8,419) (977) (931) 931 2,700 (108,119) 1,369 (8,399) 2,318 (60,074) (44,376) (23,046) (41,596) (214,581) (34,403) (2,846) (4) (22) 10,138 (2,995) (2) (10) (320,326) (26,499) (38) (204) (37,275) 7,131 (347,067) Investing activities: Increase in long-term deposits Decrease in long-term deposits Proceeds from sales of marketable securities Purchases of property and equipment Proceeds from sales of property and equipment Purchases of intangible assets Proceeds from sales of investment securities Purchases of investment securities Other—net Net cash used in investing activities Financing activities: Change in short-term bank loans—net Dividends paid Purchases of treasury stock Other—net Net cash (used in) provided by financing activities Foreign currency translation adjustments on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year See notes to consolidated financial statements. 38 2005 (17) (69) (157) (11,052) 77,930 (4,014) 81,944 (102,905) 725,605 ¥ 66,878 ¥ 77,930 $ 622,700 Notes to Consolidated Financial Statements Nippon Television Network Corporation and Consolidated Subsidiaries Years Ended March 31, 2005 and 2004 1. Basis of Presenting Consolidated Financial Statements The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Japanese Securities and Exchange Law and its related accounting regulations, and in conformity with accounting principles generally accepted in Japan, which are different in certain respects as to application and disclosure requirements of International Financial Reporting Standards. In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifications have been made in the 2004 financial statements to conform to the classifications used in 2005. The consolidated financial statements are stated in Japanese yen, the currency of the country in which Nippon Television Network Corporation (the “Company”) is incorporated and operates. The translation of Japanese yen amounts into U.S. dollar amounts is included solely for the convenience of readers outside Japan and has been made at the rate of ¥107.4 to $1, the approximate rate of exchange at March 31, 2005. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate. 2. Summary of Significant Accounting Policies a. Consolidation — The consolidated financial statements as of March 31, 2005 and 2004 include the accounts of the Company and its 12 significant subsidiaries (together, the “Group”). Under the control or influence concept, those companies in which the Company, directly or indirectly, is able to exercise control over operations are fully consolidated, and those companies over which the Company has the ability to exercise significant influence are accounted for by the equity method. Investments in 4 (4 in 2004) unconsolidated subsidiaries and 15 (16 in 2004) associated companies are accounted for by the equity method. Investments in the remaining unconsolidated subsidiaries and associated companies are stated at cost. All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profit included in assets resulting from transactions within the Group is eliminated. b. Cash Equivalents — Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits and mutual funds investing in bonds that represent short-term investments, all of which mature or become due within three months of the date of acquisition. c. Program Rights — Costs incurred in connection with the production of programming and the purchase of rights to programs are capitalized and amortized as the respective programs are broadcasted. Program rights are carried at cost, determined by the specific identification method. d. Marketable and Investment Securities — Marketable and investment securities are classified as trading securities, held-to-maturity debt securities or available-for-sale securities depending on management’s intent. The Group classifies securities as held-to-maturity debt securities and available-for-sale securities. Held-to-maturity debt securities are stated at amortized cost. Marketable available-for-sale securities are stated at fair value with unrealized gains and losses, net of applicable taxes, reported in a separate component of shareholders’ equity. The cost of securities sold is determined based on the moving-average method. 39 Non-marketable available-for-sale securities are stated at cost determined by the moving-average method. For other than temporary declines in fair value, non-marketable available-for-sale securities are reduced to net realizable value by a charge to income. e. Property and Equipment — Property and equipment are stated at cost. Depreciation is computed by the declining-balance method over the estimated useful lives of the assets, while the straight-line method is applied to buildings acquired after April 1, 2000. The range of useful lives is from 3 to 50 years for buildings and structures and from 2 to 20 years for machinery, vehicles and equipment. f. Retirement and Pension Plan — The Company has an unfunded lump-sum retirement benefits plan, a defined contribution pension plan and a prepaid retirement plan. Subsidiaries have an unfunded lump-sum retirement benefits plan and a non-contributory funded pension plan. Effective April 1, 2000, the Group adopted a new accounting standard for employees’ retirement benefits and accounted for the liability for retirement benefits based on projected benefit obligations and plan assets at the balance sheet date. The Company’s transitional assets, determined at the beginning of the year, are being amortized over 10 years. The annual provision for retirement benefits for directors and corporate auditors is calculated to state the liability at the amount that would be required if all directors and corporate auditors retired at each balance sheet date. According to the enactment of the Defined Contribution Pension Plan Law in October 2001, the Company shifted a portion of the existing defined benefit pension plan (qualified pension plan and severance lump-sum payment plan) to a defined contribution pension plan and a prepaid retirement plan in line with the implementation of the defined contribution pension law. The Company applied accounting treatments specified in the guidance issued by the Accounting Standards Board of Japan (“ASB”). The effect of this transfer was to increase income before income taxes by ¥2,269 million ($21,127 thousand) and was recorded as profit on transfer of pension plans in the consolidated statement of income for the year ended March 31, 2005. The transition amount of this shift, ¥3,096 million ($28,827 thousand), is scheduled to be paid to the private pension account, for 4 years after plan shifts. On March 31, 2005, the untransition amount accounted for payable (other) of ¥738 million ($6,872 thousand) and non-current liabilities (other) of ¥1,477 million ($13,752 thousand). g. Leases — All leases are accounted for as operating leases. Under Japanese accounting standards for leases, finance leases that deem to transfer ownership of the leased property to the lessee are to be capitalized, while other finance leases are permitted to be accounted for as operating lease transactions if certain “as if capitalized” information is disclosed in the notes to the consolidated financial statements. h. Income Taxes — The provision for income taxes is computed based on the pretax income included in the consolidated statements of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred taxes are measured by applying currently enacted tax laws to the temporary differences. i. Appropriations of Retained Earnings — Appropriations of retained earnings at each year end are reflected in the financial statements for the following year upon shareholders’ approval. j. Foreign Currency Translations — Receivables and payables denominated in foreign currencies are translated into Japanese yen at the exchange rates at the balance sheet date. Foreign exchange gains and losses are recognized during the fiscal year in which they occur. 40 k. Foreign Currency Financial Statements — The balance sheet and revenue and expense accounts of the consolidated overseas subsidiaries are translated into yen at the current exchange rates as of the balance sheet date except for shareholders’ equity, which is translated at the historical exchange rate. Differences arising from such translation were shown as “Foreign currency translation adjustments” in a separate component of shareholders’ equity. l. Cash Dividends — Cash dividends charged to retained earnings are those actually paid during the year which represents year-end dividends for the preceding year and interim dividends for the current year. m. Per Share Information — Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share is not disclosed because it is anti-dilutive. Cash dividends per share presented in the accompanying consolidated statements of income are dividends applicable to the respective years including dividends to be paid after the end of the year. n. New Accounting Pronouncements — In August 2002, the Business Accounting Council issued a Statement of Opinion, “Accounting for Impairment of Fixed Assets,” and in October 2003 the ASB issued ASB Guidance No. 6, “Guidance for Accounting Standard for Impairment of Fixed Assets.” These new pronouncements are effective for fiscal years beginning on or after April 1, 2005 with early adoption permitted for fiscal years ending on or after March 31, 2004. The new accounting standard requires an entity to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition. The Group expects to adopt these pronouncements as of April 1, 2005 and is currently in the process of assessing the effect of adoption of these pronouncements. 3. Marketable and Investment Securities Marketable and investment securities as of March 31, 2005 and 2004 consisted of the following: Thousands of U.S. Dollars Millions of Yen 2005 Marketable securities: Government and corporate bonds Trust fund investments and others 2004 2005 ¥ 1,076 1,000 ¥ 329 $ 10,019 9,311 Total Investment securities: Equity securities Government and corporate bonds Trust fund investments and others ¥ 2,076 ¥ 329 $ 19,330 ¥60,269 8,853 8,423 ¥59,673 8,265 7,274 $561,164 82,430 78,426 Total ¥77,545 ¥75,212 $722,020 41 The carrying amounts and aggregate fair value of marketable securities and investment securities at March 31, 2005 and 2004 were as follows: Millions of Yen March 31, 2005 Securities classified as: Available-for-sale: Equity securities Government and corporate bonds Trust fund investments and others Held-to-maturity Cost ¥33,781 4,977 2,256 5,029 Unrealized Gains Unrealized Losses ¥18,035 103 1,049 57 ¥3,139 180 4 Fair Value ¥48,677 4,900 3,301 5,086 Millions of Yen March 31, 2004 Securities classified as: Available-for-sale: Equity securities Government and corporate bonds Trust fund investments and others Held-to-maturity Cost ¥27,452 3,588 2,288 5,037 Unrealized Gains Unrealized Losses ¥19,449 90 997 21 ¥2,260 121 4 Fair Value ¥44,641 3,557 3,281 5,058 Thousands of U.S. Dollars March 31, 2005 Securities classified as: Available-for-sale: Equity securities Government and corporate bonds Trust fund investments and others Held-to-maturity Cost $314,534 46,341 21,006 46,825 Unrealized Gains $167,924 959 9,767 530 Unrealized Losses $29,227 1,676 37 Fair Value $453,231 45,624 30,736 47,355 Available-for-sale securities whose fair value is not readily determinable as of March 31, 2005 and 2004 were as follows: Carrying Amount Thousands of U.S. Dollars Millions of Yen Available-for-sale—Non-marketable securities 2005 2004 2005 ¥17,714 ¥19,025 $164,934 Proceeds from sales of available-for-sale securities for the years ended March 31, 2005 and 2004 were ¥249 million ($2,318 thousand) and ¥82 million, respectively. Gross realized gains and losses on these sales, computed on the moving average cost basis, were ¥65 million ($605 thousand) and nil, respectively, for the year ended March 31, 2005 and ¥6 million and ¥4 million, respectively, for the year ended March 31, 2004. 42 The carrying values of debt securities by contractual maturities for securities classified as available-for-sale at March 31, 2005 are as follows: Available for Sale Millions of Yen Thousands of U.S. Dollars Due in one year or less Due after one year through five years Due in ten years and after ¥ 2,156 9,948 4,049 $ 20,074 92,626 37,700 Total ¥16,153 $150,400 4. Collateralized Property At March 31, 2005, land of ¥101,031 million ($940,698 thousand) was pledged as collateral for guarantee deposits received of ¥19,000 million ($176,909 thousand). 5. Short-term Bank Loans Short-term bank loans outstanding were generally represented by bank overdraft arrangements. The annual interest rates ranged from 0.24% to 0.30% and from 0.23% to 1.56% at March 31, 2005 and 2004, respectively. 6. Retirement and Pension Benefits Plan The Company and certain subsidiaries have severance payment plans for employees, directors and corporate auditors. Retirement benefits for employees are determined on the basis of length of service, basic rate of pay at the time of termination and certain other factors. If the termination is involuntary, the employee is usually entitled to greater payment than those in the case of voluntary termination. The liability for employees’ retirement benefits at March 31, 2005 and 2004 consisted of the following: Thousands of U.S. Dollars Millions of Yen 2005 Projected benefit obligation Fair value of plan assets Unrecognized pension assets Unrecognized net transitional assets Prepayment of pension cost ¥9,386 (908) Net liability ¥9,356 876 2 2004 2005 ¥24,804 (14,164) 195 1,665 41 $87,393 (8,454) ¥12,541 $87,114 8,156 19 43 The components of net periodic benefit costs for the years ended March 31, 2005 and 2004 are follows: Thousands of U.S. Dollars Millions of Yen 2005 Service cost Interest cost Expected return on plan assets Recognized actuarial loss Amortization of prior service cost Amortization of net transitional assets Defined contribution pension plan premium cost Net periodic benefit costs Loss on revision of retirement benefit plan Total ¥ 971 352 (33) (141) (166) (235) 198 2004 ¥1,191 500 (60) (911) 104 (278) 946 2,269 ¥3,215 ¥ 2005 $ 9,041 3,277 (307) (1,313) (1,546) (2,188) 1,844 546 8,808 21,127 546 $29,935 Assumptions used for the years ended March 31, 2005 and 2004 are set forth as follows: Discount rate Expected rate of return on plan assets Recognition period of actuarial gain/loss Amortization period of prior service cost Amortization period of net transitional asset 2005 2004 2.3% 0.5% 1 year 1 year 10 years 2.3% 0.5% 1 year 1 year 10 years Retirement benefits for directors and corporate auditors are paid subject to approval of the shareholders in accordance with the Japanese Commercial Code (the “Code”). Retirement benefits as of March 31, 2005 and 2004 included those for directors and corporate auditors in the amount of ¥1,082 million ($10,074 thousand) and ¥966 million, respectively. 7. Shareholders’ Equity Japanese companies are subject to the Code. The Code requires that all shares of common stock are recorded with no par value and at least 50% of the issue price of new shares is required to be recorded as common stock and the remaining net proceeds as additional paid-in capital, which is included in capital surplus. The Code permits Japanese companies, upon approval of the Board of Directors, to issue shares to existing shareholders without consideration as a stock split. Such issuance of shares generally does not give rise to changes within the shareholders’ accounts. The Code also provides that an amount at least equal to 10% of the aggregate amount of cash dividends and certain other appropriations of retained earnings associated with cash outlays applicable to each period shall be appropriated as a legal reserve (a component of retained earnings) until such reserve and additional paid-in capital equals 25% of common stock. The amount of total additional paid-in capital and legal reserve that exceeds 25% of the common stock may be available for dividends by resolution of the shareholders. In addition, the Code permits the transfer of a portion of additional paid-in capital and legal reserve to the common stock by resolution of the Board of Directors. The Code allows Japanese companies to repurchase treasury stock and dispose of such treasury stock by resolution of the Board of Directors. The repurchased amount of treasury stock cannot exceed the amount available for future dividend plus the amount of common stock, additional paid-in capital or legal reserve to be reduced in the case where such reduction was resolved at the shareholders meeting. 44 In addition to the provision that requires an appropriation for a legal reserve in connection with the cash payment, the Code imposes certain limitations on the amount of retained earnings available for dividends. The amount of retained earnings available for dividends under the Code was ¥287,411 million ($2,676,086 thousand) as of March 31, 2005, based on the amount recorded in the parent company’s general books of account. Dividends are approved by the shareholders at a meeting held subsequent to the fiscal year to which the dividends are applicable. Semiannual interim dividends may also be paid upon resolution of the Board of Directors, subject to certain limitations imposed by the Code. 8. Income Taxes The Company and its domestic subsidiaries are subject to Japanese national and local income taxes which, in the aggregate, resulted in normal effective statutory tax rates of approximately 40.7% and 42.1% for the years ended March 31, 2005 and 2004, respectively. The tax effects of significant temporary differences and tax loss carryforwards which resulted in deferred tax assets and liabilities as of March 31, 2005 and 2004 are as follows: Thousands of U.S. Dollars Millions of Yen 2005 Current: Deferred tax assets: Devaluation of program rights Accrued enterprise taxes Accrued bonuses Unrealized gain on available-for-sale securities Other Less valuation allowance ¥ Non-current: Deferred tax assets: Retirement benefits Devaluation of property and equipment Devaluation of investment securities Other Less valuation allowance Total Offset with deferred tax liabilities ¥ 4,065 358 966 $ 702 (95) 5,233 Total Deferred tax liabilities: Unrealized gain on available-for-sale securities Other Net deferred tax assets 3,244 519 905 70 497 (2) 2005 2004 30,205 4,832 8,426 652 4,629 (19) 48,725 5,996 (15) (2) (19) ¥ 5,231 ¥ 5,981 $ 48,706 ¥ 5,018 123 2,665 861 (402) ¥ 5,251 491 3,035 1,037 (464) $ 46,723 1,145 24,814 8,017 (3,743) 8,265 (8,265) 9,350 (9,350) 76,956 (76,956) ¥ (5,982) (6,686) (9) ¥ (5,974) (7,377) (233) $ (55,698) (62,253) (85) (12,677) 8,265 (13,584) 9,350 (118,036) 76,956 ¥ (4,412) ¥ (4,234) $ (41,080) Net deferred tax assets Deferred tax liabilities: Tax benefit from deferred gain on sales of property and equipment Unrealized gain on available-for-sale securities Other Total Offset with deferred tax assets Net deferred tax liabilities 45 For the years ended March 31, 2005 and 2004, the difference between the statutory tax rate and effective tax rate is less than 5% of the statutory tax rate; therefore, tax rate reconciliation is not disclosed. 9. Leases a. Finance Lease Transactions As lessee The Group leases certain machinery, vehicles and equipment, office space and other assets. Total rental expenses including lease payments under finance leases for the years ended March 31, 2005 and 2004 were ¥373 million ($3,473 thousand) and ¥298 million, respectively. Pro forma information of leased property such as acquisition cost, accumulated depreciation, obligation under finance leases, depreciation expense, interest expense of finance leases that do not transfer ownership of the leased property to the lessee on an “as if capitalized” basis for the years ended March 31, 2005 and 2004 was as follows: Thousands of U.S. Dollars Millions of Yen 2005 2004 2005 Acquisition cost Accumulated depreciation ¥1,875 697 ¥1,624 520 $17,458 6,490 Net book value ¥1,178 ¥1,104 $10,968 ¥ ¥ $ 3,454 7,877 Machinery, Vehicles and Equipment Obligations under Finance Leases Due within one year Due after one year Total Less—Sublease Total 371 846 1,217 (39) ¥1,178 400 820 1,220 (116) ¥1,104 11,331 (363) $10,968 Obligations under finance leases including obligations on sublease were ¥39 million ($363 thousand) and ¥116 million at March 31, 2005 and 2004, respectively. Depreciation expense, which is not reflected in the accompanying consolidated statements of income, is computed by the straight-line method and was ¥373 million ($3,473 thousand) and ¥298 million for the years ended March 31, 2005 and 2004, respectively. The amounts of obligations, acquisition cost and depreciation under finance leases include the imputed interest expense portion. As lessor Total lease receipts were ¥241 million ($2,244 thousand) and ¥173 million for the years ended March 31, 2005 and 2004, respectively. 46 Pro forma information on leased property such as acquisition cost, accumulated depreciation, receivables under finance lease, depreciation expense, interest income of finance leases that do not transfer ownership of the leased property to the lessee on an “as if capitalized” basis for the years ended March 31, 2005 and 2004 was as follows: Thousands of U.S. Dollars Millions of Yen 2005 2004 2005 Acquisition cost Accumulated depreciation ¥1,860 961 ¥1,814 549 $17,318 8,947 Net book value ¥ 899 ¥1,265 $ 8,371 Due within one year Due after one year ¥ 286 1,097 ¥ 314 1,342 $ 2,663 10,214 Total ¥1,383 ¥1,656 $12,877 Machinery and Equipment Receivables under Finance Leases Depreciation expense was ¥412 million ($3,836 thousand) and ¥257 million for the years ended March 31, 2005 and 2004, respectively. The amounts of receivables under finance leases include the imputed the interest income portion. b. Operating Lease Transactions The minimum rental commitments under noncancelable operating leases at March 31, 2005 and 2004 were as follows: Thousands of U.S. Dollars Millions of Yen 2005 As Lessee 2005 2004 Due within one year Due after one year ¥ 45 272 ¥ 53 20 $ 419 2,533 Total ¥ 317 ¥ 73 $ 2,952 Due within one year Due after one year ¥ 130 6,121 ¥ 130 6,250 $ 1,210 56,993 Total ¥6,251 ¥6,380 $58,203 As Lessor 10. Contingent Liabilities The Group’s contingent liabilities as of March 31, 2005 as guarantors of indebtedness were as follows: Millions of Yen Thousands of U.S. Dollars Employees Broadcasting Satellite System Corporation ¥ 737 1,792 $ 6,862 16,685 Total ¥2,529 $23,547 47 11. Subsequent Event The following appropriations of retained earnings at March 31, 2005 were approved at the Company’s shareholders meeting held on June 29, 2005: Millions of Yen Year-end cash dividends, ¥140 ($1.30) per share Bonuses to directors ¥3,494 100 Thousands of U.S. Dollars $32,530 931 12. Segment Information Information about industry segments, geographic segments and sales to foreign customers for the years ended March 31, 2005 and 2004 was as follows: (1) Industry Segments 2005 a. Sales and operating income Millions of Yen Television Broadcasting Sales to outside customers Intersegment sales/transfers Total sales Operating expenses Operating income Cultural Activities Other Elimination/ Corporate Consolidated ¥288,607 1,203 ¥61,429 674 ¥ 7,578 6,139 ¥(8,016) ¥357,614 289,810 264,465 62,103 53,888 13,717 12,542 (8,016) (7,606) 357,614 323,289 ¥ 25,345 ¥ 8,215 ¥ 1,175 (410) ¥ 34,325 ¥ Thousands of U.S. Dollars Sales to outside customers Intersegment sales/transfers Television Broadcasting Cultural Activities $2,687,216 11,201 $571,965 6,276 2,698,417 2,462,430 578,241 501,751 235,987 $ 76,490 Total sales Operating expenses Operating income $ Other Elimination/ Corporate Consolidated $ 70,558 $3,329,739 57,160 $(74,637) 127,718 116,778 (74,637) (70,819) 3,329,739 3,010,140 $ 10,940 $ (3,818) $ 319,599 b. Assets, depreciation and capital expenditures Millions of Yen Television Broadcasting Assets Depreciation Capital expenditures ¥313,061 18,734 7,076 Cultural Activities ¥33,396 246 867 Other ¥53,990 1,863 1,156 Elimination/ Corporate Consolidated ¥93,111 217 115 ¥493,558 21,060 9,214 Thousands of U.S. Dollars Assets Depreciation Capital expenditures 48 Television Broadcasting Cultural Activities Other $2,914,907 174,432 65,885 $310,950 2,291 8,073 $502,700 17,346 10,763 Elimination/ Corporate Consolidated $866,955 $4,595,512 2,020 196,089 1,070 85,791 2004 a. Sales and operating income Millions of Yen Television Broadcasting Sales to outside customers Intersegment sales/transfers Total sales Operating expenses Operating income Cultural Activities Other Elimination/ Corporate Consolidated ¥284,520 496 ¥37,863 996 ¥ 5,992 5,919 ¥(7,411) 285,016 253,870 38,859 34,947 11,911 11,000 (7,411) (7,379) 328,375 292,438 ¥ 31,146 ¥ 3,912 (32) ¥ 35,937 ¥ 911 ¥328,375 ¥ b. Assets, depreciation and capital expenditures Millions of Yen Television Broadcasting Assets Depreciation Capital expenditures ¥341,557 11,026 43,698 Cultural Activities ¥22,566 131 310 Other ¥41,312 1,426 5,292 Elimination/ Corporate Consolidated ¥107,995 93 461 ¥513,430 12,676 49,761 (2) Geographic Segments Sales and total assets of the Company and its domestic subsidiaries for the years ended March 31, 2005 and 2004 represented more than 90% of the consolidated sales and total assets of the respective years. Accordingly, geographic segments were not disclosed. (3) Sales to Foreign Customers Sales to foreign customers for the years ended March 31, 2005 and 2004 represented less than 10% of the consolidated sales of the respective years. Accordingly, sales to foreign customers were not disclosed. 49 50 Stock Price ����������������� ������ ������ ������ ����� � �������������� ��������� ��������� ��������� ��������� � ���� � � � � � � �� �� �� ���� � � � � � � � � � ���� �� �� �� � � � � � � � 51 NTV Group Television Broadcasting Culture-Related Business Other Business Program Planning and Production NTV Eizo Center Corporation* NTV Video Corporation* NTV Enterprises Co., LTD.* Nippon Television Art Corp.* NTV America Company* NTV International Corporation* Nippon Television Network Europe B.V. NTV Personnel Center Nishi Nippon Eizo Co. Nagasaki Vision Co. Kagoshima Vision Co. Kanazawa Eizo Center Co. Nagano Visual Center Corp. Cosmo Space Co., Ltd. Pro Media Niigata Co. Copyright Management Nippon Television Music Corporation* Rights Inn Corporation Property Management and Events Organization NTV Services Inc.* Nippon Television Work 24 Corporation* Satellite Broadcasting BS Nippon Corporation CS Nippon Corporation Audio and Visual Content Planning, Production and Sales VAP Inc.* Variws Tokyo Inc. Art Exhibition Planning Mamma Aiuto Inc. Professional Football Team Management Nippon Television Football Club Co., Ltd.* (TOKYO VERDY 1969) Art Exhibition Goods Sales Art Yomiuri Co., Ltd. Internet and Broadband Forecast Communications Inc.* B-BAT Inc. Other Shiodome Urban Energy AsiaOne Corporation RF Radio Nippon Co., Ltd. *Consolidated 52 NTV Global Network NTV Affiliates (Japan) STV RAB ABS YBC TeNY CTV NKT KRY YTV HTV RNB TOS KKT FCT KNB YBS NTV SDT RNC FBS NIB MMT TSB KTK FBC TVI RKC JRT UMK KYT NTV/NNN Overseas News Bureaus Moscow London Paris NTV Europe Beijing Cairo Shanghai Seoul Los Angeles New York NTV International Washington, D.C. Bangkok 53 NTV Corporation Organization Chart Executive Administration Public Relations Legal Affairs Broadcast Standards Rights & Contracts Management Viewer Relations Personal Information Management Office Comprehensive Planning Compliance & Standards Board of Statutory Auditors Administration NTV Group Strategy Planning Health Clinic Network Strategy Planning Network Operations Nippon TV Network System Program Sales Administration Human Resources Labor Relations Corporate Administration Corporate Shares Management Investor Relations Facility Planning & Development NTV Environmental Management Office NTV Group Strategy Planning Network Board of Directors Business Operations Audit Committee Board of Executive Officers Human Resources Administration Corporate Administration External Discussion Council IT Planning & Development Finance Accounting Finance Asset Management Events Venue Planning & Development Event Promotion & Administration “24-Hour TV” Administration Office Events Network Sales Spot Commercial Sales Local Sales Sales Promotion & Administration Sales Development On-Air Commercial Operations Administration Nagoya Sales Office Publicity NTV Event Management Office Media Business Strategy Planning Media Business International Strategy Planning Administration Content Business Planning & Development Sales Kansai Office Publicity Media Strategy Planning & Development Content Business Programming & Production Entertainment Infotainment Sports Programming *1 Domestic Bureaus Yokohama Chiba Saitama Naha *2 Overseas Bureaus London (NNN) Paris (NNN) Moscow (NNN) Cairo (NNN) Beijing (NNN) Shanghai (NNN) Seoul (NNN) Bangkok (NNN) New York (NNN) Washington, D.C. (NNN) Los Angeles (NNN) 54 News News Code Committee Commentators Committee Engineering & Technology Production Engineering Broadcast Engineering NTV2 VoD Business Licensing Business Media Commerce Business Film Projects Development Publishing Content Archive Administration Drama Production Team & CP Groups Programming Marketing & Research Announcers Program Administration Political News, Economic & Financial News, National News, Foreign News, Camera Crew, News Programs & Documentaries Administration Nippon News Network Administration Office Domestic Bureaus *1 Overseas Bureaus *2 Production Engineering Management Technical Operations Digital Content Master Control Operations Transmission Management Technology Planning Technology Research & Development Technology Management VoD Business Corporate Data CONTENTS Consolidated Financial Highlights 2 Average Viewer Ratings by Viewing-Time Period 3 To Shareholders and Stakeholders 4 Platform for a New Era 12 1. Three Foundations for Winning 14 2. Creating Content for the Mobile Viewer 16 3. Spreading the Boundaries of Digitization 18 4. Social Responsibility 20 Corporate Governance 22 Financial Section 23 Stock Price 51 NTV Group 52 NTV Global Network 53 NTV Corporation Organization Chart 54 Corporate Data 55 Directors 55 Directors (As of July 1, 2005) Head Office: Nippon Television Network Corporation 1-6-1 Higashi Shimbashi, Minato-ku, Tokyo 105-7444, Japan Tel: 81-3-6215-1111 (As of July 1, 2005) Board of Directors and Statutory Auditors Representative Director, Chairman Seiichiro Ujiie Representative Director, Adviser Kohei Manabe Date of Establishment: October 28, 1952 Representative Director Shintaro Kubo Board Directors Start of Operations: August 28, 1953 Noritada Hosokawa Katsuhiro Masukata Yoshihiro Yamane Yoichi Shimada Tadao Kurosaki Takeshi Sakai Toru Shoriki Tsuneo Watanabe* Gaishi Hiraiwa* Nobuo Yamaguchi* Hiroshi Maeda* Yoshifumi Akao* Number of Employees: (As of March 31, 2005) 1,123 (Non-consolidated) Common Stock: Authorized 100,000,000 Shares Issued 25,364,548 Shares Paid-in Capital: ¥18,576 Million Standing Statutory Auditor Kinya Yokoegawa Stock Exchange Listing: Tokyo Statutory Auditors Transfer Agent and Registrar: The Chuo Mitsui Trust and Banking Company, Limited 3-33-1 Shiba, Minato-ku, Tokyo 105-0014, Japan Ryuzo Sejima** Tomonari Doi** Kenya Mizukami** * Outside appointments are pursuant to Article 188.2-7.2 of the Commercial Code of Japan. ** Outside appointments pursuant to Article 18.1 of the Law for Special Exceptions to the Commercial Code Concerning Audits, etc., of Corporations. Operating Officers President Shintaro Kubo* Executive Vice President Noritada Hosokawa* Managing Officer Katsuhiro Masukata* Operating Officers Yoshihiro Yamane* Yoichi Shimada* Tadao Kurosaki* Takeshi Sakai* Senior Operating Officers Cautionary Statements with Respect to Forward-Looking Statements: Statements made in this annual report with respect to NTV’s plans and benefits as well as other statements that are not historical facts are forward-looking statements, which involve risks and uncertainties. Potential risks and uncertainties include, without limitation, general economic conditions in NTV’s markets, exchange rates and NTV’s ability to continue to win customers’ acceptance of its products, which are offered in highly competitive markets characterized by continual new product introductions and rapid developments in technology. Kunisuke Hirabayashi Masaki Matsumoto Fumihiro Hirai Hime Miura Hiroshi Akimoto Operating Officers Yasuhiro Nose Haruhisa Murokawa * Concurrent Director This annual report was printed using a waterless printing method, recycled paper and soy-based ink. 55 Nippon Television Network Corporation Annual Report for the Year Ended March 31, 2005 http://www.ntv.co.jp/english/ Printed in Japan Nippon Television Network Corporation Annual Report for the Year Ended March 31, 2005 ON NEW MEDIA ANYTIME, ANYWHERE