Annual Report 2006
Transcription
Annual Report 2006
TV Asahi Annual Report 2006 This annual report was produced using recycled paper. Printed in Japan. Annual Report 2006 Consolidated Financial Highlights TV Asahi Corporation and Consolidated Subsidiaries Board of Directors Investor Information Years ended March 31, 2006 and 2005 As of June 28, 2006 As of March 31, 2006 Millions of yen Net sales TV broadcasting Percentage change Thousands of U.S. dollars 2006/2005 2006 2006 2005 ¥249,384 ¥242,037 3.0% $2,122,959 218,813 213,640 2.4% 1,862,714 Network time 93,384 91,299 2.3% 794,960 100,563 98,125 2.5% 856,074 Sales of programs 11,303 11,310 –0.1% 96,220 Other 13,563 12,905 5.1% 115,459 Spot Music publication 10,759 9,071 18.6% 91,589 Other businesses 19,812 19,326 2.5% 168,656 Operating income 17,076 13,606 25.5% 145,365 Net income 9,467 7,383 28.2% 80,591 Capital expenditures 5,042 6,176 –18.4% 42,922 Depreciation and amortization 8,560 8,389 2.0% 72,870 Total assets 316,080 297,544 6.2% 2,690,730 Total stockholders’ equity 242,849 226,729 7.1% 2,067,328 Percentage change Yen U.S. dollars Per share of common stock: Net income—basic Total stockholders’ equity ¥ 9,226 ¥ 241,216 7,199 28.2% 225,237 7.1% Percent Equity ratio 2,053 76.2% —% 4.0% 3.3% —% Notes: 1. For convenience only, U.S. dollar amounts have been translated from Japanese yen at the rate of ¥117.47 to US$1, the rate of exchange prevailing on the Tokyo Foreign Exchange Market on March 31, 2006. Notes: 2. For the calculation of per share of common stock, see Note 8 of Notes to Consolidated Financial Statements. Notes: 3. Return on equity (ROE) = 100 x (Net income ÷ Average total stockholders’ equity at the beginning and the end of the fiscal year). 01 To Our Stakeholders 02 TV Asahi at a Glance 04 ACT 1 : Progress Report on Phase Two of the Companywide Reform Campaign 09 ACT 2 : Overview of Japan’s TV Industry 12 ACT 3 : Endeavors in the Digital Era 15 Protecting the Environment, Contributing to Society 16 Corporate Governance 17 Financial Section 39 TV Asahi Network 40 Principal Subsidiaries and Affiliates 41 Board of Directors 41 Investor Information Corporate Data Authorized Number of Shares 3,000,000 Corporate Name TV Asahi Corporation President Masao Kimiwada * Issued Number of Shares 1,006,000 Abbreviation TV Asahi Senior Executive Director Hiroshi Hayakawa * Number of Stockholders 39,755 Executive Directors Kenji Kazama Ikuo Kamiyama Hidekazu Kitamura Hiroaki Takada Keiji Takano Toshio Fukuda Number of Shares Held by Foreign Investors 113,505 (11.28%) Head Office 9-1 Roppongi 6-chome, Minato-ku, Tokyo 106-8001, Japan Tel. +81-3-6406-1111 http://www.company.tv-asahi.co.jp/e/ Listing Tokyo Stock Exchange Stockholder Information Members of the Board Toru Takeda Tomoo Tama Mutsuko Horikoshi Takahiro Otsuka Seishi Fukuda Kojiro Watanabe Kotaro Akiyama Tsuyoshi Okada Yoshitoshi Kitajima Mitsuru Gondo Yoshio Nishimura Tetsuzo Hori Standing Corporate Auditors Sachio Arikura Yasuharu Murase Contents Stock Information Chairman Michisada Hirose * 79 Change 76.8% Return on equity $ Board of Directors Corporate Auditors Koichi Kobayashi Sawako Noma Takahisa Hamamoto * Representative Directors Date of Establishment November 1, 1957 Date of Service Start February 1, 1959 Fiscal Year-End March 31 Paid-in Capital ¥36,642,800,000 General Meeting of Stockholders June Number of Employees 1,234 Transfer Agent The Sumitomo Trust & Banking Co., Ltd. Underwriter Daiwa Securities SMBC Co. Ltd. Sub-Underwriter Nomura Securities Co., Ltd. Nikko Citigroup Limited 41 Major Stockholders Name Shares Percent of voting rights Asahi Shimbun Publishing Company 340,495 33.85 Toei Co., Ltd. 161,842 16.09 Dai Nippon Printing Co., Ltd. 40,300 4.01 Kyusyu Asahi Broadcasting Co., Ltd. 32,147 3.20 The Master Trust Bank of Japan, Ltd. (Trust Account) 22,799 2.27 Satellite Channels Incorporated 20,854 2.07 State Street Bank & Trust Company 505025 16,422 1.63 The Trustee Services Bank, Ltd. (Trust Account) 16,171 1.61 Forward-Looking Statements Kodansha Ltd. 13,640 1.36 This report contains forward-looking statements that are based on management’s assumptions and beliefs in light of the information currently available to it. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this report. Such risks include but are not limited to market trends and economic conditions. Dentsu Inc. 12,710 1.26 To Our Stakeholders Michisada Hirose Masao Kimiwada Chairman President First of all, we would like to take this opportunity to offer our sincerest gratitude to you, our stakeholders, for your support of TV Asahi. We are pleased to report that in fiscal 2006, ended March 31, 2006, TV Asahi continued to perform well, posting higher sales and income. Improvement in corporate earnings and an optimistic shift in the business environment brought on positive economic conditions, which led to favorable demand for TV advertising. At TV Asahi, fiscal 2006 was the first year of Phase Two of the Companywide Reform Campaign. We embarked on this two-year campaign as a stronger broadcaster, due to successes achieved in Phase One: a huge improvement in viewer ratings, a rapid increase in advertising revenues and growing nonadvertising revenues from such operations as TV shopping, a relatively new area for us. Our Phase Two goal is to achieve staying power, i.e., to consistently capture high ratings, and then utilize the high-ratings status to generate stable profits. We have set concrete targets for ratings and for non-consolidated revenues, and we are making steady progress toward them. In fiscal 2006, TV Asahi’s ratings continued to improve. Our rating in prime time (7 p.m. to 11 p.m.) recorded an average of 13.2%, placing us in the No. 2 spot for the first time in our corporate history. We secured a rating of 12.6% in golden time (7 p.m. to 10 p.m.), showing a steady ascent on the ratings chart. Our all-day (6 a.m. to midnight) rating held firm at 7.8%, which in fiscal 2005 represented a corporate all-time high. The prime time 2 (11 p.m. to 1 a.m.) rating increased to 8.5%, putting TV Asahi in the No. 1 position. TV Asahi’s higher viewer ratings have translated into higher advertising revenues. Our nonadvertising revenues remain strong as well, reflecting our solid efforts in TV shopping and the special events business. In regard to terrestrial digital broadcasting, our coverage area is steadily expanding. We have also launched OneSeg, a service that delivers terrestrial digital broadcasting content to mobile devices including cellular phones. Fiscal 2007 will be the last year of Phase Two of the Companywide Reform Campaign and we believe our performance will secure our rising stature in the industry. For fiscal 2007, we aim for consolidated net sales of ¥254 billion, operating income of ¥17.4 billion, and net income of ¥10 billion. These results and our ongoing reform will provide a great foundation for the celebration of TV Asahi’s 50th anniversary in 2009. On behalf of the Board of Directors and all the employees at TV Asahi, we thank you for your continued understanding and support as we strive to achieve our goals. June 2006 Michisada Hirose Masao Kimiwada Chairman President 1 TV Asahi at a Glance TV Broadcasting Business Sales (Millions of Yen) 250,000 200,000 150,000 100,000 50,000 0 02 03 04 05 06 Special Programming TV broadcasting, the mainstay segment of the TV Asahi Group, comprises operations related to the production and transmission of TV programs aired on the TV Asahi network. These activities are undertaken % of 2006 Net Sales primarily by TV Asahi and subsidiary TV Asahi 87.8% Productions Co., Ltd., and account for about 90% of consolidated net sales. TV Asahi has earned high praise from viewers for news and information programs, such as Hodo Station — the network’s most recognized daily news show — and Takeshi’s TV Tackle, in which Takeshi Kitano, a worldrenowned director, leads weekly discussions on newsworthy topics. In the entertainment genre, popular late-night entertainment shows have been promoted to prime time, where the shows continue to gain ratings. In the drama genre, TV Asahi has gained a reputation for producing high-quality special drama programs. Regular drama series have also secured strong ratings. Sports programming is another important genre. TV Asahi has exclusive broadcasting rights for major events, such as the 2006 FIFA World Cup TM Asian Qualifiers, the 2005 FINA World Championships held in Montreal, and the Grand Prix of Figure Skating Final 2005 in Tokyo. In the animation genre, TV Asahi has continued to focus on programs, such as Doraemon and Crayon Shin-chan, which appeal to overseas audiences. Regular Programming 2 Grand Prix of Figure Skating Final 2005/2006 Hodo Station Takeshi’s TV Tackle Montreal 2005 FINA World Championships Animal Trail Golden Legend Couples London Hearts Music Publication Business Sales (Millions of Yen) 12,500 TV Asahi Music Co., Ltd., the core subsidiary of the Company’s music production business, administers copyrights for music compositions, manages artists and markets merchandise of popular artists, and scouts % of 2006 Net Sales for promising new talent through tie-ups with television 4.3% programs. TV Asahi Music is also the exclusive agent for a number of artists particularly well liked by young adults. HY, KETSUMEISHI, Shonan no Kaze and Sasuke are artists who continue to grow in popularity. 10,000 7,500 5,000 2,500 KETSUMEISHI HY 0 02 03 04 05 06 Other Businesses Sales Shonan no Kaze Complementing its TV broadcasting business, TV Asahi is involved in such activities as special events production, TV shopping, video and DVD sales, motion picture investment, as well as content distribution on the Internet and % of 2006 Net Sales to mobile phones. In the special events business, TV Asahi sponsors 7.9% Summer Sonic and Fuji Rock Festival, concerts that have become summer traditions. In the TV shopping business, many of our products have become hit products. In video and DVD sales, we distribute a steady stream of new content, particularly series of popular TV dramas and entertainment shows. In motion picture investment, the release of YAMATO, a movie set during World War II, drew in a large audience. In the Internet and mobile content distribution business, “Tele Asa com·plete!,” a subscriptionbased information site for mobile phone users, remains popular. Doraemon Nobita's Dinosaur 2006 (Millions of Yen) ©Fujiko-Pro, Shogakukan, TVAsahi, Shin-ei, ADK 2006 20,000 16,000 12,000 8,000 4,000 0 02 03 04 05 06 YAMATO ©2005 YAMATO Production Committee Summer Sonic My Little Brother 3 Act 1: Progress Report on Phase Two of the Companywide Reform Campaign TOWARD SUSTAINABLE GROWTH tv asahi 4 TV Asahi is currently engaged in Phase Two of the Companywide Reform Campaign. Phase One of this campaign, which ran from June 2002 through March 2005, delivered a dramatic improvement in viewer ratings and advertising revenues. Nonadvertising revenues also expanded, buoyed by TV shopping in particular, and contributed handsomely to earnings and profits. In Phase Two, TV Asahi will build on these achievements to ensure consistently high viewer ratings and a solid profit structure. Achieving Breakthrough Results Review of Phase One of the Companywide Reform Campaign The main goal of Phase One, which ended in March 2005, was to achieve the top prime time rating in Japan. Our efforts resulted in an average prime time rating of 12.3% in fiscal 2005 — the highest level in seven years — and an average all-day rating of 7.8% that placed us third in this time period for the first time in 34 years. In fiscal 2005, non-consolidated net sales amounted to ¥218.2 billion, a record high, while non-consolidated net income reached ¥6.4 billion, more than three times the level recorded in fiscal 2003. These results reflect our transformation into a company with a high-profit structure. In our effort to boost ratings, we prioritized a rejuvenation of the executive team in the programming production section, the most important area of broadcasting operations. This has created clearer lines of responsibility and smoother communication among the production staff. We also channeled more personnel into the production sections to reinforce creative capabilities. Moreover, we established the practice of promoting popular late-night shows to prime time. This practice was useful not only in securing a supply of popular entertainment shows but also in enhancing the quality of such shows. The biggest benefit, however, was the development of stronger bonds of trust among production staff and entertainers/actors. We also enthusiastically applied new approaches to advertise programs and were rewarded as one program after another captured mainstream interest. Through these efforts, TV Asahi has acquired an excellent reputation not only among viewers but also among program sponsors and advertising agencies. What is Phase Two of the Companywide Reform Campaign? Phase One made higher viewer ratings the top management priority. It has also propelled us to become a leader in the media industry. In Phase Two, the two-year follow-up launched in April 2006, we will establish our staying power. Our goal is to achieve consistently high ratings and generate stable income. Towards this end, we have set concrete targets for ratings and non-consolidated revenues. For ratings, our goal is to maintain levels of 13% or more in golden time and prime time, and 8% or more in the all-day time slot and prime time 2. The key word is “maintain.” It is much more of a challenge to hold ratings at high levels than it is to reach a high level for a short period of time. For non-consolidated net sales, we seek to achieve advertising revenues of ¥200 billion and maintain nonadvertising revenues at a minimum of ¥28 billion. Advertising revenues should grow, as more and more program sponsors and advertising agencies regard TV Asahi as a reliable network against the backdrop of consistently high ratings. We will also capitalize on growth opportunities in our nonadvertising businesses, such as the increasingly popular TV shopping business as well as Internet-based services, special events management and video and DVD sales. Securing second spot in prime time TV Asahi realized brisk improvement in average ratings in fiscal 2006. The most notable achievement was the jump in average prime time rating, from 12.3% in fiscal 2005 to 13.2% in fiscal 2006, which put us in the No. 2 spot for the first time in our history. Another commendable achievement was the prime time 2 rating, which shifted from 7.9% to 8.5%, and made TV Asahi No. 1 in this time slot for the first time ever. With these achievements, we have cleared two of the four ratings targets we are aiming for in Phase Two. Our prime time strategy was to focus on strengthening our drama and sports content while continuing our commitment to popular entertainment programs. This focus has proven successful, exemplified by the fact that four of our special dramas captured ratings above 20%, while several of our regular drama series drew average ratings above 15%. These results demonstrate our commitment to the drama genre. TV Asahi’s Viewer Ratings by Rating Time Periods (%) 14 12 10 8 6 1st Half 2nd Half 2004 1st Half 2nd Half 2005 Source: Video Research Ltd. All-Day (6 a.m. — midnight) Golden Time (7 p.m. — 10 p.m.) Prime Time (7 p.m. — 11 p.m.) Prime Time 2 (11 p.m. — 1 a.m.) 1st Half 2nd Half 2006 5 Meanwhile, in sports, the final match of the 2006 FIFA World CupTM Asian Qualifiers, North Korea vs. Japan, was an exclusive to TV Asahi obtained from the Asian Football Confederation. This broadcast generated a rating of 43.4% and drew the largest audience for any program aired by any broadcaster in Japan in fiscal 2006. We also captured an average rating of 19.9% for the broadcast of three men’s matches of the East Asian Football Championship 2005. In addition, our broadcast of the 2005 FINA World Championships, a world swimming event held in Montreal, was also received well. New to our sports programming in fiscal 2006 was the Grand Prix of Figure Skating Final, for which we had exclusive broadcasting rights in Japan. The three consecutive nights of world-caliber performances drew an average rating of 23.2%. Overall, consistently high ratings on sports events have reinforced TV Asahi’s image as a broadcaster with a strong sports lineup. In news and information, Hodo Station, a news program that airs every weekday evening, has become a viewer favorite for its reliability and casual style. The enthusiasm for this program resulted in a high average rating of 14.5%. Entertainment shows round out our prime time programming lineup. The enduring appeal of our shows is another factor that continues to support our high average prime time rating. In prime time 2, TV Asahi continues to battle for top ratings. The audience for this time slot is predominantly young adults, and our entertainment shows aimed at this demographic are extremely popular. In the all-day time slot, our average rating reached 7.8%, tying a previous record high. In golden time, our average rating jumped from 11.9% to 12.6%, and marked the highest level since 1985. With our strong lineup of dramas, sports events, entertainment shows and news and information programs, we have a firm foothold in the competition for ratings and are moving ever closer to the targets stated for Phase Two. Viewer Ratings for Japan’s Top Four Commercial Broadcasters (%) 11 (%) 16 (%) 16 (%) 11 10 15 15 10 9 14 14 9 8 13 13 8 7 12 12 7 6 11 11 6 5 10 10 2004 2005 2006 All-day (6:00 a.m. – midnight) 2004 2005 2006 Golden Time (7:00 p.m. – 10:00 p.m.) 2004 2005 2006 5 Prime Time (7:00 p.m. – 11:00 p.m.) 2004 2005 2006 Prime Time 2 (11:00 p.m. – 1:00 a.m.) Source: Video Research Ltd. TV Asahi Company A Company B Company C Favorable Advertising and Nonadvertising Revenues (Non-Consolidated) 6 Time sales expand 2.6% As a rule, network time is sold in six-month blocks under program sponsorship contracts. Since higher time sales are closely linked to a broadcaster’s ability to sustain consistently high ratings on regular programming, TV Asahi directs considerable energy toward maintaining stable high ratings for each program in prime time. Major one-time programs, such as sports events and special dramas, influence time sales as well. We therefore strive to secure rights to major sports events and to develop special programs that will lead to higher time sales. In fiscal 2006, time sales reached ¥94.2 billion, up ¥2.4 billion on a year-on-year basis. The increase reflects the improved reputation of TV Asahi among program sponsors and advertising agencies for capturing high ratings for regular programming in prime time and for sports events and drama specials. High ratings underpin larger share of spot sales TV Asahi’s Time Sales Revenues (Non-Consolidated) (Billions of yen) 100 10 80 8 60 6 40 4 20 2 (%) 0 0 2004 2005 2006 -2 Time sales Year-on-year growth Our spot ads target the Kanto region, the area surrounding Tokyo. In fiscal 2006, spot sales shot up by ¥2.5 billion, to ¥100.8 billion, and contributed considerably to net sales. We experienced good demand from the finance/insurance and services/entertainment industries, followed by the publishing, wholesaling and housing/building materials industries. Act 1: Progress Report on Phase Two of the Companywide Reform Campaign TV Asahi’s high ratings have fueled TV Asahi’s Spot Sales Revenues TV Asahi’s Share of Spot Sales growth in spot sales at a rate that outpaces (Non-Consolidated) the industry average. In fiscal 2003, when (%) (%) 25 21.0 (Billions of yen) (%) 120 18 we launched Phase One of the 20 20.5 Companywide Reform Campaign, our 100 15 share of the Kanto spot ad market was 15 20.0 80 12 18.4%. By fiscal 2005, we broke into the 20 10 19.5 60 9 percentile mark, at 20.1%, and in fiscal 5 19.0 40 6 2006, our share expanded to 20.8%. 20 3 0 18.5 We have also been working with our sponsors and advertising agencies to 0 0 -5 18.0 2004 2005 2006 2004 2005 2006 develop new commercial formats. In fiscal Sources: Data from respective companies 2005, this effort led to the “dramercial,” a Left scale Spot sales Total spot sales of the five commercial Year-on-year growth string of four commercials evolving into one broadcasters in Tokyo (year-on-year growth) TV Asahi’s spot sales (year-on-year growth) story. Following on this success, in fiscal Right scale TV Asahi’s share of spot sales 2006 we created the “promercial,” which combines music promotional videos and commercials. This strategy was well received by our sponsors. We also worked together with a major cosmetics company aimed at strengthening their brand power, and aired 54 versions of ads for a single brand over a six-hour period, from 6 p.m. to midnight. We are now applying to have this feat entered into the Guinness World Book of Records. Ongoing cost-control efforts TV Asahi’s efforts to maintain profitability consist of expanding advertising revenues through higher ratings while curbing costs through efficient use of funds and streamlined expenses. The biggest component of operating costs is program production expenses. Compared with the top broadcasters in Japan, we have been able to control production costs as we do not recklessly increase our budget in pursuit of higher ratings. TV Asahi also makes efficient use of its production budget. While we allocate funds to the production of special programs and sports events that have the potential for high ratings, we also eliminate programs no longer in tune with viewers’ needs and programs with low ratings. Popularity of TV shopping buoys nonadvertising revenues Advertising revenues are prone to considerable fluctuation, depending on the economy. To create a financial structure more resilient to changes in the domestic economy, TV Asahi has made achieving a fixed level of revenues from activities other than advertising a target of the Companywide Reform Campaign. We are actively engaged in businesses that utilize the infrastructure and content we have as a TV broadcaster. A key source of nonadvertising revenue for TV Asahi is TV shopping, a business that was started in April 2003. We are deeply involved in the production of our TV shopping programs, from the selection of quality items to the development of efficient marketing techniques. The TV shopping segment of Imatoku!, a lifestyle information program, has come out with numerous hit products. 7 Imatoku! Major Nonadvertising Revenues (Non-Consolidated) (Billions of yen) 6.0 4.7 5.0 4.3 4.0 3.3 3.6 3.0 2.4 2.0 2.2 1.2 1.0 2.1 1.8 1.7 1.5 1.8 2.1 1.5 0.8 0.3 0 2004 2005 2006 Special Events 2004 2005 2006 Motion Pictures 2004 2005 2006 Video and DVD 2004 2005 2006 TV Shopping 2004 2005 2006 Internet-based Operations 0.5 0.3 2004 2005 2006 Merchandise Sales Act 1: Progress Report on Phase Two of the Companywide Reform Campaign Our special events business covers a variety of events, the number of which has increased over the years. Of note, Fuji Rock Festival and Summer Sonic, concerts that have become annual summer traditions, were supported by huge crowds of music enthusiasts again in fiscal 2006. Other major events that successfully attracted large audiences include Dinosaur Expo 2005, and tours in Japan by the French Equestrian Theater Zingaro and the American Ballet Theater. The motion picture investment business is genFuji Rock Festival erating steady returns, as well. Feature film versions of animated TV programs, such as Crayon Shin-chan and Doraemon, drew many movie fans to theaters. In addition, we invested in various motion pictures, including the megahit YAMATO. This movie, set during World War II, generated nearly ¥5 billion in box office receipts. Crayon Shinchan Densetsu wo Yobu Rounding out our nonadvertising operations is the distribution of popular TV programBuriburi 3-pun Pokkiri Daishingeki ©Yoshito Usui/Futabasha Publishers, Ltd., Shin-ei ming content in secondary forms, such as DVD and video. In fiscal 2006, we recorded brisk Animation Company, Ltd., TV Asahi sales of My Little Brother, a drama special in fiscal 2005 that ran over five consecutive nights and captured high ratings. Trick Special, a special drama based on the hit series Trick, also contributed to sales. Reaching Phase Two targets With continued recovery in corporate earnings and consumer spending, we look forward to a steady economic environment. Fiscal 2007 is the year that wraps up Phase Two. We will direct our energy toward building on the results of Phase One and establish a corporate structure that guarantees success in the digital era. To secure high ratings, we will continue to focus on strengthening our content lineup. Specifically, we will boost our content creation capabilities, reinforce our morning information programs and secure broadcast rights to major sports events. In the drama genre, we will create a new drama slot which will be jointly produced with Asahi Broadcasting Corporation, our affiliate in Osaka. This will not only increase the number of our regular drama slots, but also further build up our production capabilities. For morning information programs, we will start our broadcast at an earlier hour, which will create a five-and-a-half hour block in which to offer information pertinent to the day. TV Asahi also has broadcasting rights to an exciting selection of major sports events. In June 2006, we will deliver 2006 FIFA World CupTM match, Japan vs. Croatia. In addition to our usual golf coverage of the U.S. Open and the British Open championships, we will broadcast the FINA Synchronized Swimming World Cup, taking place in Yokohama, Japan, in September 2006. With such appealing content, we are confident of maintaining high ratings, which will certainly underpin expansion of our advertising revenue. Moreover, we will pursue growth in our nonadvertising revenues, as well as continue our cost-control measures and aim for further growth. 8 Consistently solid results from music publication business TV Asahi Music Co., Ltd., a member of the TV Asahi Group, scouts for promising new talent and manages artists. KETSUMEISHI, one of the company’s exclusive artists, delivered a hit with the single Sakura and achieved megahit status with the album Ketsunopolice 4 with sales exceeding two million copies in fiscal 2006. The band had a successful concert tour with tickets selling out at every venue all over Japan. Artist merchandise sold at performances brought in steady revenue as well, contributing nicely to sales. Shonan no Kaze, another exclusive artist under management, is also gaining in popularity. Their single release Junrenka recorded high sales, increasing expectation of a hit album release. TV Asahi Music will continue to scout for and develop promising new talent and will strive to create a business structure that consistently delivers hit artists and hit songs. Ketsunopolice 4 (KETSUMEISHI) Sakura (KETSUMEISHI) Junrenka (Shonan no Kaze) Act 2: Overview of Japan’s TV Industry THE DIGITAL CHALLENGE Japan’s TV industry has made considerable progress since the first broadcast went on air, and today, as a nationwide media outlet, TV has an enormous impact on society. The industry has evolved through technological breakthroughs, such as color broadcast, communication satellite broadcast and broadcast satellite digital broadcast. The next challenge is to smoothly complete the transition to terrestrial digital broadcasting. 9 tv asahi Japan’s TV Industry The regulated TV industry Japan Broadcasting Corporation — the publicly funded broadcaster more familiarly known as NHK — and five key commercial broadcasters in Tokyo are the leaders in the national TV industry. The industry is regulated by the Radio Law and the Broadcast Law. Radio waves are deemed to be a public good, and thus, a company must attain a license from the government in order to engage in broadcasting operations. Broadcasters have a duty to serve the public. They must abide by various rules and regulations in their broadcasting business, such as providing emergency reporting in times of natural disasters, upholding public order and standards of decency in broadcast content and taking a politically impartial stand. Commercial broadcasters transmit programs to viewers free of charge, and each broadcaster relies primarily on its advertising revenues for funding. A voluntary limit is set on the amount of advertising a network can run by The National Association of Commercial Broadcasters in Japan, to which all commercial broadcasters belong. Relationship between key stations and affiliate stations There are 127 commercial broadcasters in Japan. Commercial broadcasting licenses are issued for each district and are valid for a specific zone therein. In addition, to enable as many people as possible to engage in free speech through broadcasting, the Radio Law limits ownership of local stations by the five key commercial broadcasters in Tokyo. The five key commercial broadcasters in Tokyo have built national affiliate networks with local stations to ensure comprehensive news coverage. Another important feature of having a national network is the nationwide reach of commercials, which makes time sales possible. Thus, affiliate stations are not subsidiaries or affiliates in the corporate sense, but they are valuable partners in the execution of broadcasting operations. Toward national terrestrial digital broadcasting In line with government policy, terrestrial digital broadcasting started in December 2003 in three regions: Kanto, centering on Tokyo; Chukyo, surrounding Nagoya; and Kinki, covering Kyoto, Osaka, Kobe and Nara. The current schedule is for terrestrial digital broadcasting to gradually roll out on a national level starting in 2006, and for analog broadcasting to terminate in July 2011. The digitization of terrestrial broadcasting is part of the national government’s strategy to promote information technology, and its implementation will serve not only to make more effective use of airwaves but also to raise the level of broadcasting quality. Terrestrial digital broadcasting affords the advantages of high-definition picture and high-fidelity sound quality, but the technology also offers electronic program guides, interactive services, data broadcasting and other features that benefit the elderly and the disabled. 10 TV Asahi History 1957 1959 1960 1967 1973 July Granted provisional license January Officially licensed as JOEX-TV April Started color broadcasting November Founded as Nippon Educational Television Co., Ltd. February Began full-scale broadcasting operations December Unified corporate name and abbreviation to NET TV November Switched from specialized broadcaster of educational programs to general content broadcaster Act 2: Overview of Japan’s TV Industry In April 2006, One-Seg, a service that delivers terrestrial digital broadcast to mobile devices, started up, making digital broadcasting more accessible to the public. With terrestrial digital broadcasting starting on a national level in 2006, TV Asahi is working with affiliate stations across the country to guarantee a smooth start of services. TV Asahi is also making steady progress in preparations for the full transfer to digital broadcasting in 2011. As of April 30, 2006, the high-definition rate of our programs was 66.2%. TV Asahi will continue to provide broadcasting services, such as program-related data broadcasting and Dolby Digital 5.1ch surround for regular programs, that incorporate the benefits of digital technology. Terrestrial Digital Broadcasting Schedule 2003 2006 2011 Terrestrial broadcasts Current analog broadcast Broadcasting begins in Kanto, Chukyo and Kinki regions Digital broadcast Broadcasting begins in other regions Switch to digital broadcasting complete (Analog broadcasting terminates July 2011) The Domestic Ad Market Advertising spending in Japan According to research by Dentsu Inc., total spending on advertising in calendar 2005 grew 1.8% over the previous year, to ¥5,962.5 billion, reflecting economic recovery and marking the second consecutive year of improvement. TV advertising accounted for ¥2,041.1 billion of total spending on advertising, down 0.1% but essentially on par with the level recorded in 2004, despite the absence of a major televised event comparable to the 2004 Summer Olympics in Athens. Spending on advertising in the domestic market should rise in 2006, sustained by favorable business results among corporations, increased capital spending, and a number of worldwide sports events, such as the 2006 FIFA World CupTM. 11 1977 1996 2000 2003 2005 April Changed corporate name to Asahi National Broadcasting Co., Ltd., and abbreviation to TV Asahi October Completed TV Asahi Network October Listed on First Section of Tokyo Stock Exchange July Relocated corporate headquarters to Roppongi Hills December Began BS digital broadcasting (BS Asahi) October Adopted new corporate logo and changed name to TV Asahi Corporation February Captured rating of 47.2%, the highest in the Company’s history with the final match of the 2006 FIFA World CupTM Asian Qualifiers, Japan vs. North Korea December Began terrestrial digital broadcasting Act 3: Endeavors in the Digital Era WELCOMING THE DIGITAL REVOLUTION tv asahi 12 tv asahi Seeking to raise content value and profits, TV Asahi has embarked on several broadband businesses and has launched new services, including content distribution. Here is a look at our broadband businesses, all of which complement existing TV broadcasting operations and underpin efforts to capitalize on new possibilities. TV Asahi’s Broadband Businesses Broadcasting and broadband Strong content on TV not only leads to higher ratings and an increase in advertising revenues, it also leads to a competitive advantage in the distribution of content across different media forms. TV Asahi’s content distribution business has grown to include sales of popular dramas and other shows on video and DVD, movie productions of popular TV series, and delivery of program-related content to mobile phones. Greater penetration of broadband technology has cast a spotlight on the provision of content distribution on broadband. Broadcasters are seeking ways in which to maximize the use of this new infrastructure. TV Asahi, too, is exploring ways in which broadband businesses can complement our broadcasting business. The following are leading examples of our endeavors in diversifying our content distribution business on broadband. Attracting Internet users to subscription-based content TV Asahi is strengthening broadband-oriented activities, such as online sales and content distribution. Visitors to our home page — http://www.tv-asahi.co.jp/ — can view content related to our programs and link to “TV Asahi bb,” a video distribution site, which bundles content from TV Asahi in one place. “TV Asahi bb” is a subscription-based web site with content such as news, animation, professional wrestling and children’s programs. We have also enriched our shopping site, which allows consumers to purchase items presented on TV shopping programs as well as merchandise related to programs, and have introduced an easy-to-use ordering format to facilitate the buying process. With our excellent list of items and many customers returning to repurchase, our online sales are growing. We will continue to improve content distribution and enhance our selection of TV/Internet shopping items in order to expand nonadvertising revenues. Mobile phone content on “Tele Asa com·plete!” In 2002, TV Asahi launched “Tele Asa com·plete!,” a subscription-based information distribution service for mobile phone users. This service offers news and information as well as downloadable content related to dramas, animation and entertainment shows. Users are also able to send in comments to programs. Our efforts to provide unique content that can only be obtained on “Tele Asa com·plete!” has made the site one of the most popular mobile sites run by television broadcasters. In addition to “Tele Asa com·plete!,” we have also launched a mobile site of our animation series Crayon Shinchan. This site provides downloadable content and games related to the animation series and is popular among children. 13 Act 3: Endeavors in the Digital Era Using broadband technology in live shows In the past years, TV Asahi has aired Test the Nation, an annual special program that gauges the IQ of viewers. This program is broadcast live, and we provide an interactive service that enables viewers to participate by computer, mobile phone and terrestrial digital data broadcasting. Since Test the Nation debuted in 2003, the program has been popular. In fiscal 2006, the program included an IQ test aimed at matching individuals with their suitable occupations. This test drew hits from more than 1.1 milTest the Nation digital data broadcasting lion people. This use of broadband in a live show attracted considerable interest from members of the TV industry as an example of how broadband can complement terrestrial digital broadcasting. TV Asahi will continue to explore ways which data broadcasting is able to enhance the television viewing experience. Tie-up with KDDI on One-Seg 14 In April 2006, TV Asahi launched One-Seg, a terrestrial digital broadcasting service for portable devices, such as mobile phones. One-Seg is a free service using airwaves. It enables users to watch programs and receive data broadcasting. Data broadcasting, which delivers news and program information, allows users to link to fee-based mobile sites as well. To research the effectiveness of a new business model that integrates TV broadcasting and next-generation mobile communications on One-Seg, TV Asahi has tied up with KDDI, a major telecommunications company, and has launched an experimental service. Together, TV Asahi and KDDI will research and develop new advertising for One-Seg, create an online shopping model, and produce online content related to TV programs. Currently, the programs available for viewing on One-Seg are the same as those delivered to the home. We consider One-Seg to be a promising area for us. We will continue development, with a firm eye on the market penetration of One-Seg-compatible devices and on the potential for independent programming in 2008. Protecting the Environment, Contributing to Society While TV Asahi fulfills its public duty and mission through its TV broadcasting business, the Company is also actively involved in protecting the environment and in contributing to the wellbeing of society. Ongoing Environmental Management To date, TV Asahi has produced programs, such as Spaceship Earth and Naturing Special, emphasizing the importance of protecting the earth’s natural environment. Moreover, we also practice environment-friendly measures throughout our business activities. The Archive Operation & Reengineering Department has implemented various procedures that lessen our burden on the environment. In July 2002, these efforts were recognized by the International Standards Organization with ISO 14001 certification, the international standard for environmental management systems. Since acquiring ISO 14001, TV Asahi has continued to enhance environmental management practices. We review routine practices in detail in order to identify ways to reduce the impact our daily operations have on the environment. For example, we collect and recycle videotapes and employ advanced energy- and resource-conservation methods at our new headquarters. Social Welfare and Support for Victims of Natural Disasters TV Asahi Social Welfare Organization, established in 1977, promotes social welfare programs for children, the elderly and the disabled. The organization is engaged in a myriad of social welfare activities, including therapy support for seniors, music-based rehabilitation programs for mentally challenged individuals, ski competitions and marathon races for physically challenged persons, and a national speech contest in sign language for high school students, and also makes grants to facilities that assist the physically and mentally challenged. The organization also holds charity concerts at TV Asahi Headquarters and sponsors sumo wrestling charity events, in cooperation with the Nihon Sumo Kyokai, with the intention of raising awareness of social issues such as traffic safety. The proceeds from such events are donated to organizations involved in relevant social welfare programs. In 1999, TV Asahi set up the Doraemon Charity Fund. Doraemon is one of the most popular animation characters in Japan and the animation series has been broadcast on the TV Asahi network since 1979. The fund provides assistance to victims of natural disasters both in Japan and abroad. To date, TV Asahi has undertaken nine fundraising campaigns to help the victims of large natural disasters such as the earthquake in Turkey (August 1999), the earthquake in Taiwan (September 1999), the volcanic eruptions and earthquakes that hit the Izu Islands off the coast of Tokyo (summer 2000), the Niigata Chuetsu earthquake (October 2004), the earthquakes and tsunamis in the Indian Ocean (December 2004) and the Northern Pakistan earthquake (October 2005). The collected funds were delivered to the affected regions through the TV Asahi Social Welfare Organization. (Photograph by Kazuji Shimizu) Selected for FTSE4Good Index Series In September 2004, TV Asahi was selected for inclusion in the FTSE4Good Index Series, a measure of corporate social responsibility developed by FTSE, an independent U.K.-based company that provides equity and bond indices to investors. The FTSE4Good Index Series is designed to measure the performance of companies that meet globally recognized corporate responsibility standards and is applied widely throughout the world. Companies are selected according to the following criteria: 1) their work towards environmental sustainability 2) their development of positive relationships with stakeholders 3) their championing of and support for universal human rights. TV Asahi’s inclusion in the FTSE4Good Index Series substantiates the solid reputation we have earned through various socially responsible activities we are engaged in, including our environmentfriendly endeavors, the Doraemon Charity Fund, and diverse financial contributions through the TV Asahi Social Welfare Organization. We are grateful that our commitment to the public, as reflected in our social activities, has been FTSE4Good Index Series recognized internationally and we will continue to reinforce our efforts. Certificate of Membership 15 Corporate Governance TV Asahi has a management supervision system that hinges on compliance-based internal controls Basic policy on corporate governance TV Asahi regards the implementation of corporate governance measures to be one of the most essential tasks of management. The Company’s management supervision system relies on the practice of ethics and corporate compliance. Moreover, without forfeiting its fundamental duty to serve the public, TV Asahi aims to pursue profits in an equitable manner. This philosophy is the basis of TV Asahi’s corporate governance policy and underlies all our operations. Thus, it is both crucial and strategic for TV Asahi to continue to contribute to society, to provide vital information and entertainment to viewers, and to maintain reliable broadcast facilities. Corporate governance structure Of the Company’s 20 Board members, five are from outside the Company. In addition, of our five corporate auditors, two are external auditors. Business activities are carried out by executive officers who are appointed by the Board and also by full-time internal members of the Board who assist the executive officers. The meetings of the Board of Directors are attended by the five corporate auditors. Full-time internal directors form the Council of Executive Directors, which as a rule holds weekly meetings. Business activities are reported and discussions are held concerning the operation of the business sections for which the respective directors are responsible. The Council effectively acts as the checking mechanism for the execution of each business activity. Routine business activities by employees are covered by internal control mechanisms. Powers and responsibilities are set out by written regulations, and whenever necessary, are checked by a number of internal departments such as the Compliance Audit Department, the Legal Affairs Department and the Broadcast Standards and Practices Department. Reports on the status of activities are submitted to the Council of Executive Directors and other pertinent councils. Executive Officers also present detailed reports on the progress of business activities to the Board of Directors. As a rule, the Board meets once a month. It is the Board of Directors’ duty to ensure that management decisions determined at Board meetings and execution of business activities are undertaken in accordance with prevailing laws, the Company’s Articles of Incorporation and other regulations, and to make certain that business activities are executed in an appropriate and responsible manner. It is the corporate auditors’ task to examine the execution of business activities by the Board of Directors from the perspective of legality and appropriateness to the Company’s entire scope of operations. 16 Internal controls are the cornerstone of compliance At TV Asahi, the establishment and implementation of internal controls are of the utmost importance to management. The Company has developed a “Compliance Manual” and “Compliance Program” in order to reinforce the importance of abiding by the law. Within this structure, overall responsibility lies with the President, and under his direction TV Asahi provides training sessions based on compliance measures. The Company has also established systems and structures for instances in which laws and rules are violated. These involve immediate investigation of the matter, taking necessary remedial measures, and taking appropriate steps for limiting damage and preventing recurrence. To enhance the internal control mechanism still further, TV Asahi has introduced training systems to promote corporate compliance and an in-house hotline for anonymously reporting concerns. In addition, the Company has created the “Compliance Handbook,” which contains a variety of case studies, and has distributed copies to all senior executives and employees in order to advance the understanding and importance of internal control mechanisms. Financial Section Contents 18 Five-Year Summary 19 Management’s Discussion and Analysis 24 Consolidated Balance Sheets 26 Consolidated Statements of Income 27 Consolidated Statements of Stockholders’ Equity 28 Consolidated Statements of Cash Flows 29 Notes to Consolidated Financial Statements 38 Independent Auditors’ Report 17 Five-Year Summary TV Asahi Corporation and Consolidated Subsidiaries Years ended March 31, 2006, 2005, 2004, 2003 and 2002 Thousands of U.S. dollars Millions of yen 2006 2005 2004 2003 2002 2006 ¥249,384 ¥242,037 ¥218,079 ¥209,035 ¥219,926 $2,122,959 218,813 213,640 195,081 194,329 207,273 1,862,714 93,384 91,299 88,146 89,040 94,851 794,960 100,563 98,125 84,606 83,330 89,341 856,074 11,303 11,310 11,220 11,062 11,105 96,220 13,563 12,905 11,109 10,897 11,976 115,459 10,759 9,071 7,227 4,061 4,115 91,589 For the year: Net sales TV broadcasting business Network time Spot Sales of programs Other Music publication business Other businesses 19,812 19,326 15,771 10,645 8,538 168,656 172,179 165,775 156,125 147,007 149,733 1,465,727 Selling, general and administrative expenses 60,129 62,656 55,433 54,598 56,715 511,867 Operating income 17,076 13,606 6,521 7,430 13,478 145,365 Income before income taxes and minority interests 17,229 12,932 3,797 5,069 11,982 146,667 Cost of sales Net income 9,467 7,383 1,687 1,908 5,939 80,591 Capital expenditures 5,042 6,176 30,701 23,232 6,827 42,922 Depreciation and amortization 8,560 8,389 7,832 6,365 5,727 72,870 ¥316,080 ¥297,544 ¥288,967 ¥294,047 ¥291,133 $2,690,730 150,177 146,060 139,416 171,558 182,915 1,278,429 Net property, plant and equipment 63,061 65,898 68,808 67,844 52,217 536,826 Total current liabilities 50,655 51,921 48,660 57,990 54,081 431,217 At year-end: Total assets Total current assets Interest-bearing debt — — 862 3,212 10,699 — 242,849 226,729 220,508 215,842 216,515 2,067,328 ¥009,226 ¥007,199 ¥001,560 ¥001,780 ¥005,904 $0,000,079 1,500 1,300 700 700 1,000 13 241,216 225,237 219,193 214,555 215,224 2,053 Number of shares outstanding (Thousands) 1,006 1,006 1,006 1,006 1,006 — Number of employees (Non-consolidated) 1,234 1,250 1,262 1,278 1,289 — Return on sales 3.8 3.1 0.8 0.9 2.7 — Return on equity 4.0 3.3 0.8 0.9 2.8 — Return on assets 3.0 2.5 0.6 0.7 2.0 — 76.8 76.2 76.3 73.4 74.4 — Total stockholders’ equity Per share of common stock (Yen and U.S. dollars): Net income—basic Cash dividends 18 Stockholders’ equity Other data: Key ratio (%): Equity ratio Notes: 1. For convenience only, U.S. dollar amounts have been translated from Japanese yen at the rate of ¥117.47 to US$1, the rate of exchange prevailing on the Tokyo Foreign Exchange Market on March 31, 2006. Notes: 2. For the calculation of per share of common stock, see Note 8 of Notes to Consolidated Financial Statements. Management’s Discussion and Analysis Major Accounting Method Transactions and Changes The consolidated financial statements of the TV Asahi Group (the “Group”) are prepared in accordance with accounting standards generally accepted in Japan as fair and appropriate. Some assets and liabilities, as well as some income and expenses, are based on estimates and management interpretations established at the time these consolidated financial statements were prepared. Operating Environment for TV Broadcasting Industry During the fiscal year under review, the Japanese economy was affected by the increase in oil prices. However, the economy continued to show strong recovery due to a rise in capital spending as a result of improvements in corporate earnings, an increase in consumer spending arising from a reduction in the unemployment rate, and a positive trend in stock prices. In the broadcasting industry, demand for TV advertising seemed to falter, following the boom experienced in calendar 2004, but total advertising spending was favorable due to the recovering economy. Operating Results Net Sales Net Sales Against this economic backdrop, the TV Asahi Group secured higher profits not (Millions of yen) (%) 280,000 12 210,000 6 140,000 0 70,000 -6 only from its mainstay TV broadcasting business but also from its music publication business and other businesses. Total net sales, which include intersegment sales, reached ¥257,702 million, up 3.5%, with intersegment sales accounting for ¥8,318 million, or 20.9% more than in fiscal 2005. Excluding intersegment transactions, the Group showed net sales of ¥249,384 million, up 3.0% year-on-year. 0 -12 02 03 04 05 06 A breakdown of sales by operating segment is presented below. Figures for each segment are those before eliminating inter-segment sales (except for those used in graphs). Net Sales Percentage Growth TV Broadcasting Business Sales from TV Broadcasting Business (Millions of yen) Network time sales rose 2.4%, to ¥93,933 million. This increase is a reflection of high ratings captured in popular entertainment shows such as Takeshi’s TV Tackle and Golden Legend in regular programming, as well 240,000 as aggressive marketing of one-time sports events, such as the 2005 FINA World Championships in Montreal, the 2005 Grand Prix of Figure Skating 180,000 Final in Tokyo and the 2006 Winter Olympics in Turin, and major drama 120,000 presentations, such as Face Love and Death. 60,000 Spot sales surpassed the ¥100 billion mark for the first time in the history of TV Asahi (the “Company”), gaining 2.5% year-on-year, to reach 0 02 03 04 05 06 ¥100,825 million, despite the high growth hurdle from fiscal 2005. By client sector, demand was noticeably sluggish from the pharmaceutical and food/beverage industries but quite favorable from the finance/insurance, service/entertainment and housing/building materials industries as well as the publishing industry, which includes sales from music publishers. 19 Program sales edged up 0.1%, to ¥11,878 million, while other revenues climbed 6.9%, to ¥14,271 million, due to higher broadcastingrelated revenues from several subsidiaries, including Take Systems Co., Ltd., Trust Network Inc., and TV Asahi Productions Co., Ltd. As a result, TV broadcasting sales reached ¥220,907 million in fiscal 2006, up 2.6% from the previous year. Sales from Music Publication Business (Millions of yen) 12,000 Music Publication Business The music publication and copyright management businesses delivered favorable results, owing to the redevelopment and reapplication of music titles for which TV Asahi Music Co., Ltd., retains management rights. KETSUMEISHI, one of the company’s exclusive artists, achieved an 9,000 outstanding hit with the single Sakura and achieved megahit status for the 6,000 album Ketsunopolice 4. The band also had a successful national concert 3,000 tour with tickets for performances at arenas and other large-scale venues selling out on the first day of sales. In addition, sales of artist merchandise 0 02 03 04 05 06 at these performances soared to an all-time high. Other exclusive artists also posted solid results. As a result, segment sales jumped 19.9%, to ¥10,939 million. Other Businesses Sales from Other Businesses In the motion picture business, domestic productions, including animation Crayon Shin-chan Densetsu wo Yobu Buriburi 3-pun Pokkiri Daishingeki, (Millions of yen) 20,000 live-action Masked Rider Hibiki/Magic Rangers The Movie, Japanese samurai drama Semi Shigure and the psycho-thriller Siren drew lots of movie fans to theaters. In addition, YAMATO, a big-screen production 15,000 released for the 2006 New Year break in Japan, reached megahit status, 10,000 with nearly ¥5 billion in box office receipts. Closing out the fiscal year, in 5,000 March 2006, Doraemon Nobita’s Dinosaur 2006 — the first new Doraemon production in two years — opened in theaters. The popularity of 0 02 03 04 05 06 this animated character had in no way diminished during his absence from the big screen in 2005 and the production became a megahit. In the special events business, TV Asahi undertook numerous events, including the French Equestrian Theater Zingaro, Dinosaur Expo 2005, 20 rock concert SUMMER SONIC 2005 and the Pushkin Museum Exhibition. The Company’s TV shopping business continues to post good results, mainly from TV shopping program Selection X and Ima Toku!, a lifestyle information program which features a telemarketing segment. The TV Asahi Group also continued to focus on strengthening its content distribution business, which includes publishing, DVD and video repackaging of popular TV programs, and subscription-based information and download services for mobile phone users. With especially good results from TV shopping and Internet-based businesses, sales from other businesses expanded 5.6%, to ¥25,856 million. Income and Expenses Cost of sales grew 3.9%, to ¥172,179 million, while selling, general and administraOperating Income tive expenses declined 4.0%, to ¥60,129 million. Total operating expenses inched up 1.7%, to ¥232,308 million, largely because of an increase in agency commis- (Millions of yen) (%) 20,000 10 15,000 7.5 10,000 5 sions from higher time sales and spot sales, and an increase in music publication costs, which accompanied the improvement in sales in the music publication business. 2.5 5,000 Operating income surged 25.5%, to ¥17,076 million. Non-operating revenue rose 11.5%, to ¥1,127 million, primarily owing to higher interest and dividend income. Non-operating expenses shrank 13.3%, to ¥888 0 0 million, reflecting a ¥212 million year-on-year reduction in equity of losses of 02 03 04 05 06 Operating Income Ratio of Operating Income to Net Sales affiliates due to a decrease in losses of Asahi Satellite Broadcasting Limited (BS Asahi), an affiliate accounted for under the equity method. No extraordinary gain was recorded in fiscal 2006, while extraordinary losses Net Income decreased 91.1%, to ¥86 million. This decline is attributable to the absence of (Millions of yen) (%) 10,000 4.0 7,500 3.0 5,000 2.0 2,500 1.0 losses related to the Roppongi redevelopment project and the subsequent relocation of subsidiaries’ offices to the Ark Broadcasting Center. Such losses were recorded in fiscal 2005 but not in fiscal 2006. As a result, net income climbed 28.2%, to ¥9,467 million. Net income per 0 share also improved 28.2%, rising from ¥7,198.89 in fiscal 2005 to ¥9,225.56 in fiscal 2006. 0 02 03 04 05 06 Net Income Return on Sales Financial Position Assets Total Assets Current assets reached ¥150,177 million, up ¥4,117 million from the previous year. Cash and cash equivalents fell by ¥3,795 million, but short-term investments grew (Millions of yen) by ¥7,261 million, which led to a year-on-year increase of ¥3,466 million in cash 320,000 and cash equivalents and short-term investments at March 31, 2006. 240,000 Fixed assets expanded by ¥14,418 million, to ¥165,902 million. 160,000 In regard to tangible and intangible assets, the Company purchased a new high-definition satellite news gathering truck, but with depreciation and amortiza- 80,000 tion amounting to ¥8,560 million, there was a total decrease of ¥3,714 million. 0 02 03 04 05 06 Total investments and other assets grew by ¥18,132 million, to ¥96,586 million, as investment in securities increased by ¥21,722 million due to an increase in market value of shareholdings in other companies. Return on Equity and Return on Assets Consequently, total assets stood at ¥316,080 million, up ¥18,535, at March 31, 2006. (%) 4.0 Liabilities 3.0 Current liabilities reached ¥50,655 million, down ¥1,266 million, mainly because of a large balance in accrued consumption taxes at the end of the previous fiscal year. 2.0 Non-current liabilities increased ¥3,427 million, to ¥20,911 million, as a rise in 1.0 the market value of shareholdings increased deferred income taxes. 0 02 03 04 05 06 Return on Equity Return on Assets Consequently, total liabilities stood at ¥71,566 million, up ¥2,161 million, at March 31, 2006. 21 Stockholders’ Equity Stockholders’ Equity Net unrealized gain on other securities increased by ¥8,224 million, to ¥16,186 (Millions of Yen) (%) 280,000 80 210,000 60 140,000 40 70,000 20 0 million, owing to higher market value on shareholdings. Total stockholders’ equity thus climbed by ¥16,119 million, to ¥242,849 million. Liquidity and Capital Resources 0 02 03 04 05 06 Stockholders’ Equity Equity Ratio Cash Flow Analysis During the period under review, cash and cash equivalents on a consolidated basis decreased by ¥3,295 million from the previous year, to ¥53,953 million. Cash Flow from Operating Activities Operating Cash Flows (Millions of yen) 28,000 Cash flow from operating activities showed an increase of ¥19,519 million, which is ¥5,290 million less than in the previous year, despite net income before income taxes and minority interests rising by ¥4,297 million from the previous year to ¥17,229 million. The main reason for the decrease was a reduction of ¥4,701 million in 21,000 cash related to consumption taxes due to TV Asahi receiving refund of 14,000 consumption taxes the previous year and paying such taxes this fiscal 7,000 year. In addition, as a result of an increase in taxable income, income tax increased by ¥5,231 million compared to the previous year. 0 02 03 04 05 06 Cash Flow from Investing Activities Cash flow from investing activities showed a year-on-year increase of Investing Cash Flows ¥1,917 million, to ¥21,354 million, compared to the total of ¥19,438 million from the previous year, despite a year-on-year decrease of ¥3,818 million (Millions of yen) in payments for the purchase of broadcasting equipment. The principal 0 reason for this is an increase of ¥3,271 million in expenses related to -7,500 investing activities compared to the previous year. In addition, despite the -15,000 maturity of investments bringing in ¥2,505 million, purchase of securities increased by ¥5,709 million on a year-on-year basis, to ¥12,996 million. -22,500 -30,000 22 02 03 04 05 06 Cash Flow from Financing Activities Cash flow from financing activities decreased by ¥661 million to ¥1,521 million due to the repayment of long-term debt in the previous year. Use of Funds and Financial Policy TV Asahi will use its own funds to develop and promote terrestrial digital broadcasting and to finance capital expenditures and other investments pertinent to strengthening content production capabilities. Moreover, in April 2004, TV Asahi implemented a cash management system whereby TV Asahi, the Group leader, oversees the procurement and management of funds for the entire Group. Risk Information Dependence on TV Broadcasting Business TV Asahi’s revenue is derived largely from its TV broadcasting business, which is dependent on the advertising spending of companies that are in turn greatly influenced by the state of the Japanese economy. Moreover, within the TV broadcasting business, viewer ratings play an essential role in the determination of price in the sale of advertising time. Thus, in the event the Japanese economy experiences a downturn and/or the Company is not able to produce and broadcast programs that are widely popular among the viewers, the operating results of the Company may be influenced. Competition, Capital Expenditures and Investments Terrestrial digital broadcasting commenced on December 1, 2003. With its move to its new headquarter building in the previous fiscal year, TV Asahi invested in broadcasting equipment necessary for terrestrial digital broadcasting. The Company will continue to position digital broadcasting as an important management issue until the full transition to digital broadcasting is completed in 2011. In addition, terrestrial digital broadcasting may bring about further competition with other media services other than terrestrial broadcasting, such as BS digital broadcasting, CS digital broadcasting, cable television and content broadcasting on broadband. Thus, the Company will continue to allocate appropriate capital expenditure and make other investments in order to maintain technical standards, improve its content production competency, acquire popular content and strengthen its media strategy. In the event sufficient profits cannot be attained to balance such investments, the operating results of the Company may be influenced. Regulations (License and Foreign Ownership) The main business of the Company is its TV broadcasting business, which is administered under various regulations such as the Radio Law and Broadcasting Law of Japan. For the launch of its TV broadcasting business, TV Asahi was granted its broadcasting license on January 9, 1959, in accordance with the Radio Law, and started broadcasting service on February 1, 1959. As stipulated in the Law, the license period is five years, and thus, the Company has continued to apply for license renewal. According to the Radio Law, there exists a foreign ownership restriction that prohibits a foreign national to be an executive director. There is also a restriction that states that one-fifth of voting rights of a free-to-air radio or television broadcaster cannot be owned by foreign entities or by foreign entities and Japanese companies that are controlled by a foreign entity. In effect, under certain conditions, it is possible to reject the transfer of stock registration to a foreign entity or Japanese companies controlled by a foreign entity. Moreover, when the amount of voting rights held by a foreign entity (including Japanese companies controlled by a foreign entity) reaches 15%, the Company is required to disclose the fact, in accordance with the Broadcast Law. 23 Consolidated Balance Sheets TV Asahi Corporation and Consolidated Subsidiaries March 31, 2006 and 2005 Thousands of U.S. dollars (note 2) Millions of yen 2006 2005 2006 ¥027,972 63,182 37,883 14,294 1,907 5,013 74 ¥031,767 63,686 30,622 14,542 1,985 3,565 107 $0,238,120 537,857 322,491 121,682 16,234 42,675 630 150,177 146,060 1,278,429 22,643 21,419 16,694 297 2,008 23,419 23,484 16,694 215 2,086 192,755 182,336 142,113 2,528 17,094 63,061 65,898 536,826 Intangible assets, net: Software Other 5,930 326 6,791 342 50,481 2,775 Net intangible assets 6,256 7,133 53,256 74,473 1,110 21,368 365 52,752 3,029 23,147 475 633,975 9,449 181,902 3,107 96,586 78,453 822,219 ¥316,080 ¥297,544 $2,690,730 Assets Current assets: Cash (note 12) Trade notes and accounts receivable Short-term investments (notes 3 and 12) Inventories Deferred income taxes (note 10) Other current assets Less allowance for doubtful receivables Total current assets Property and equipment, net of accumulated depreciation; ¥43,900 million ($373,712 thousand) in 2006 and ¥39,142 million in 2005: Buildings and structures Machinery and vehicles Land Construction in progress Other Net property and equipment 24 Investments and other assets: Investments in securities (notes 3 and 4) Deferred income taxes (note 10) Other investments and other assets Less allowance for doubtful receivables Total investments and other assets Total assets See accompanying notes to consolidated financial statements. Thousands of U.S. dollars (note 2) Millions of yen 2006 2005 2006 ¥015,341 12,715 15,317 4,740 2,542 ¥013,904 14,008 15,337 4,885 3,787 $0,130,595 108,240 130,391 40,351 21,640 50,655 51,921 431,217 17,235 3,498 178 17,306 — 178 146,718 29,778 1,515 Total non-current liabilities 20,911 17,484 178,011 Total liabilities 71,566 69,405 609,228 Minority interests 1,665 1,410 14,174 36,643 36,643 311,935 55,343 134,650 16,186 27 55,343 126,828 7,961 (46) 471,125 1,146,250 137,788 230 242,849 226,729 2,067,328 ¥316,080 ¥297,544 $2,690,730 Liabilities and Stockholders’ Equity Current liabilities: Trade notes and accounts payable Other payables Accrued expenses Accrued income taxes (note 10) Other current liabilities Total current liabilities Non-current liabilities: Liabilities for retirement and severance benefits (note 5) Deferred income taxes (note 10) Other non-current liabilities Stockholders’ equity: Common stock (note 6): Authorized 3,000,000 shares; issued and outstanding 1,006,000 shares in 2006 and 2005 Additional paid-in capital (notes 6 and 7) Retained earnings (note 7) Net unrealized gain on other securities (note 3) Foreign currency translation adjustments Total stockholders’ equity Commitments and contingencies (note 9) Total liabilities and stockholders’ equity 25 Consolidated Statements of Income TV Asahi Corporation and Consolidated Subsidiaries Years ended March 31, 2006 and 2005 Thousands of U.S. dollars (note 2) Millions of yen Net sales Cost of sales (note 5) Gross profit Selling, general and administrative expenses (notes 5 and 11) Operating income Other income (deductions): Interest income Dividend income Interest expenses Equity in losses of affiliates Loss on devaluation of investments in securities and other investments Provision for allowance for doubtful receivables Other, net Income before income taxes and minority interests Income taxes (note 10): Current Deferred Income before minority interests Minority interests Net income 26 2006 2005 2006 ¥249,384 172,179 ¥242,037 165,775 $2,122,959 1,465,727 77,205 60,129 76,262 62,656 657,232 511,867 17,076 13,606 145,365 246 395 (1) (689) 126 291 (3) (901) 2,094 3,362 (9) (5,865) (55) — 257 (133) (11) (43) (468) — 2,188 153 (674) 1,302 17,229 12,932 146,667 7,640 (156) 5,886 (440) 65,038 (1,328) 7,484 5,446 63,710 9,745 7,486 82,957 278 103 2,366 ¥009,467 ¥007,383 $0,080,591 Yen Per share of common stock: Net income—basic (note 8) Cash dividends applicable to the year (note 7) See accompanying notes to consolidated financial statements. U.S. dollars (note 2) 2006 2005 ¥9,225.56 1,500.00 ¥7,198.89 1,300.00 2006 $78.54 12.77 Consolidated Statements of Stockholders’ Equity TV Asahi Corporation and Consolidated Subsidiaries Years ended March 31, 2006 and 2005 Thousands of U.S. dollars (note 2) Millions of yen Common stock (note 6): Balance at beginning of year Balance at end of year Additional paid-in capital (notes 6 and 7): Balance at beginning of year Balance at end of year Retained earnings (note 7): Balance at beginning of year Increase resulting from an affiliate newly accounted for by the equity method Cash dividends Bonuses to directors and corporate auditors Net income Balance at end of year Net unrealized gain on other securities at end of year (note 3) Foreign currency translation adjustments at end of year Total stockholders’ equity at end of year 2006 2005 2006 ¥036,643 ¥036,643 $0,311,935 36,643 36,643 311,935 55,343 55,343 471,125 55,343 55,343 471,125 126,828 120,870 1,079,663 5 (1,509) (141) 9,467 — (1,308) (117) 7,383 42 (12,846) (1,200) 80,591 134,650 126,828 1,146,250 16,186 7,961 137,788 27 (46) 230 ¥242,849 ¥226,729 $2,067,328 See accompanying notes to consolidated financial statements. 27 Consolidated Statements of Cash Flows TV Asahi Corporation and Consolidated Subsidiaries Years ended March 31, 2006 and 2005 Thousands of U.S. dollars (note 2) Millions of yen 2006 Cash flows from operating activities: Income before income taxes and minority interests ¥17,229 Adjustments to reconcile income before income taxes and minority interests to net cash provided by operating activities: Depreciation and amortization 8,560 Loss on devaluation of investments in securities and other investments 55 Equity in losses of affiliates 689 Allowance for doubtful receivables (142) Decrease in liabilities for retirement and severance benefits (26) Interest and dividend income (641) Interest expenses 1 (Increase) decrease in trade notes and accounts receivable 501 Decrease in inventories 248 Increase in trade notes and accounts payable 852 Other, net (619) Sub total Interest and dividend received Interest paid Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Increase in short-term investments Capital expenditures Proceeds from sale of property and equipment Purchase of intangible assets Purchase of investments in securities and investments in subsidiaries Other, net Net cash used in investing activities 28 Cash flows from financing activities: Decrease in short-term debt Payments on long-term debt Dividends paid to stockholders Dividends paid to minority stockholders of subsidiaries Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (note 12) See accompanying notes to consolidated financial statements. 2005 2006 ¥12,932 $146,667 8,389 133 901 (11) (1,007) (417) 3 (6,969) 2,760 3,213 7,034 72,870 468 5,865 (1,209) (221) (5,456) 9 4,265 2,111 7,253 (5,270) 26,707 598 (1) (7,785) 26,961 405 (3) (2,554) 227,352 5,091 (9) (66,272) 19,519 24,809 166,162 (5,390) (4,420) 11 (1,096) (12,996) 2,537 (2,119) (8,237) 31 (1,971) (7,287) 145 (45,884) (37,627) 94 (9,330) (110,633) 21,597 (21,354) (19,438) (181,783) — — (1,510) (11) (800) (62) (1,308) (13) — — (12,854) (94) (1,521) (2,183) (12,948) 62 (14) 528 (3,294) 57,247 3,174 54,073 (28,041) 487,333 ¥53,953 ¥57,247 $459,292 Notes to Consolidated Financial Statements TV Asahi Corporation and Consolidated Subsidiaries 1. Basis of Presentation and Summary of Significant Accounting Policy (a) Basis of Presentation TV Asahi Corporation (the Company) and its domestic subsidiaries maintain their books of account in conformity with the financial accounting standards of Japan, and its foreign subsidiaries in conformity with those of the countries of their domicile. The accompanying consolidated financial statements have been compiled from the consolidated financial statements filed with the Ministry of Finance as required by the Securities and Exchange Law of Japan and include certain reclassifications and additional financial information for the convenience of readers outside Japan. (b) Principles of Consolidation The Japanese consolidation standards define the scope of consolidation of subsidiaries and affiliates under the control or influence concept. Under the control or influence concept, a company in which the parent company or its consolidated subsidiaries are able to exercise control over operations either directly or indirectly, is fully consolidated, and a company over which the parent company and/or its consolidated subsidiaries have the ability to exercise significant influence is accounted for by the equity method. In accordance with these standards, the accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries, whether directly or indirectly controlled. The investments in affiliates are accounted for by the equity method, with the exception of certain affiliates that have no material effect on the accompanying consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation. The cost in excess of net assets acquired by the Company is amortized using the straight-line method over five years. (c) Cash and Cash Equivalents For the purpose of the statements of cash flows, the Company considers cash equivalents to consist of all highly liquid investments that have maturities of generally three months or less when purchased and that have insignificant risk of changes in value. (d) Short-term Investments and Investments in Securities Under the Accounting Standards for Financial Instruments, securities are classified into four categories—“trading securities,” “held-tomaturity securities,” “investment in affiliates” and “other securities.” Securities classified as “trading securities” are stated at fair value and unrealized gains or losses are recorded in the consolidated statements of income. Securities classified as “held-to-maturity securities” are stated at amortized cost. Securities classified as “other securities” with fair value are stated at fair value and unrealized gains or losses, net of related taxes, are excluded from earnings and recorded in a separate component of stockholders’ equity. Realized gains and losses on those other securities are determined by the moving average cost. Debt classified as “other securities” for which fair value is not available are stated at amortized cost. Equity securities classified as “other securities” for which fair value is not available are stated at moving average cost. Holding securities of the Company are classified as held-to-maturity securities and other securities. (e) Inventories Inventories are stated at cost. Cost is determined principally by the specific identification method. ( f ) Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is calculated by the straight-line method, over the estimated useful lives of the respective assets. The estimated useful lives are as follows: Buildings 15–50 years Broadcasting equipment 6 years (g) Intangible Assets Intangible assets are carried at cost less amortization. Amortization of computer software for internal use is calculated by the straight-line method, over the estimated useful life of five years. Amortization of other intangible assets is calculated by the straight-line method at rates based on the estimated useful lives of the respective assets. (h) Allowance for Doubtful Accounts Allowance for doubtful receivables consists of the amount of uncollectible receivables based on historical loss ratios and the amount that takes into account the possibility of certain liabilities. 29 ( i ) Foreign Currency Translation Under the Accounting Standards for Foreign Currency Transactions, receivables and payables denominated in foreign currencies are translated into yen at the rate of exchange as of the balance sheet dates, and gains or losses resulting from the translation of foreign currencies are credited or charged to income. Assets and liabilities, and revenues and expenses of overseas subsidiaries are translated into yen at the rate of exchange as of the balance sheet dates. Thus, a comprehensive adjustment resulting from translation is presented in a stockholders’ equity as “Foreign currency translation adjustments.” ( j ) Income Taxes Income taxes in Japan applicable to the Company and its domestic consolidated subsidiaries consist of corporate tax, inhabitant tax and business tax. The Accounting Standards for Income Taxes require that deferred income taxes be accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled, and the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (k) Data per Common Share Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the respective year. Cash dividends per share are computed based on dividends actually paid during the year. ( l ) Impairment of Long-lived Assets Effective April 1, 2005, the Company and its domestic consolidated subsidiaries adopted a new accounting standard for the impairment of fixed assets (“Opinion Concerning the Establishment of an Accounting Standard for the Impairment of Fixed Assets” issued by the Business Accounting Deliberation Council on August 9, 2002) and the “Implementation Guidance on the Accounting Standard for the Impairment of Fixed Assets” (Business Accounting Standard Implementation Guidance No. 6 issued on October 31, 2003). The effect of adoption of the new standard was nil. (m) Reclassifications Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the presentation used as of and for the year ended March 31, 2006. 2. Basis of Financial Statement Translation The accompanying consolidated financial statements are expressed in yen and, solely for the convenience of the reader, have been translated into United States dollars at the rate of ¥117.47 = US$1, the appropriate exchange rate prevailing on the Tokyo Foreign Exchange Market as of March 31, 2006. The translation should not be construed as a representation that any amounts shown could be converted to U.S. dollars. 3. Short-term Investments and Investments in Securities Balance sheet amount, fair value and gross unrealized gain and gross unrealized loss of held-to-maturity securities with fair value as of March 31, 2006 and 2005 are summarized as follows: Millions of yen 2006 Balance sheet amount 30 Government bond securities Corporate bond securities Other debt securities 2005 Gross Gross unrealized gain unrealized loss Fair value Gross Gross unrealized gain unrealized loss Fair value ¥15,099 9,905 — ¥1 4 — ¥0(17) (272) — ¥15,083 9,637 — ¥30,600 6,620 — ¥15 15 — ¥(1) (3) — ¥30,614 6,632 — ¥25,004 ¥5 ¥(289) ¥24,720 ¥37,220 ¥30 ¥(4) ¥37,246 Thousands of U.S. dollars 2006 Balance sheet amount Government bond securities Corporate bond securities Other debt securities Balance sheet amount Gross Gross unrealized gain unrealized loss Fair value $128,535 84,319 — $09 34 — $0,(145) (2,315) — $128,399 82,038 — $212,854 $43 $(2,460) $210,437 Acquisition cost, balance sheet amount and gross unrealized gain and gross unrealized loss of other securities with fair value as of March 31, 2006 and 2005 is summarized as follows: Millions of yen 2006 2005 Gross Gross Acquisition cost unrealized gain unrealized loss Equity securities Debt securities Other securities Balance sheet Gross Gross amount Acquisition cost unrealized gain unrealized loss Balance sheet amount ¥14,139 3,529 2,028 ¥27,502 32 51 ¥(320) (35) — ¥41,321 3,526 2,079 ¥09,019 2,018 1,527 ¥13,619 81 16 ¥(356) — — ¥22,282 2,099 1,543 ¥19,696 ¥27,585 ¥(355) ¥46,926 ¥12,564 ¥13,716 ¥(356) ¥25,924 Thousands of U.S. dollars 2006 Gross Gross Acquisition cost unrealized gain unrealized loss Equity securities Debt securities Other securities Balance sheet amount $120,362 30,042 17,264 $234,120 272 434 $(2,724) (298) — $351,758 30,016 17,698 $167,668 $234,826 $(3,022) $399,472 It is not practicable to estimate the fair value of the securities listed below as of March 31, 2006 and 2005 because of lack of market price and difficulty in estimating fair value. Thousands of U.S. dollars Millions of yen 2006 2005 2006 Held-to-maturity securities: Commercial paper ¥13,500 ¥12,500 $129,795 Other securities: Unlisted equity securities Certificates of deposit Cash in trust ¥12,857 13,500 4,000 ¥12,796 — — $109,449 114,923 34,051 ¥30,357 ¥12,796 $258,423 Projected future redemption of other securities with maturities and held-to-maturity securities at March 31, 2006 is summarized as follows: Due within one year Debt securities Other securities Due after ten years ¥18,300 75 ¥6,900 — ¥1,300 — ¥2,000 — ¥18,375 ¥6,900 ¥1,300 ¥2,000 Due within one year Debt securities Other securities Millions of yen Due after one year Due after five years through five years through ten years Thousands of U.S. dollars Due after one year Due after five years through five years through ten years Due after ten years $155,784 639 $58,738 — $11,067 — $17,026 — $156,423 $58,738 $11,067 $17,026 31 4. Investments in Affiliates The aggregate carrying amounts of investments in affiliates as of March 31, 2006 and 2005 are ¥6,565 million ($55,887 thousand) and ¥6,934 million, respectively. 5. Retirement and Severance Benefits The Company and its consolidated subsidiaries have noncontributory pension plans to provide retirement and severance benefits to substantially all employees. The principal pension plans are unfunded defined benefit pension plans. Under the plans, employees are entitled to lump-sum payments based on the current rate of pay and length of service upon retirement or termination of employment for reasons other than dismissal for cause. In addition to the above plans, the Company and certain consolidated subsidiaries have tax qualified noncontributory pension plans. The liability under these plans is funded by contributions to trusted pension funds. Under the Accounting Standards for Retirement and Severance Benefits, provisions have been made in the accompanying consolidated financial statements based on the present value of the projected future retirement and severance benefits attributable to employee services rendered by the end of the year, less amounts funded under noncontributory pension plans. The funded status of the pension plans at March 31, 2006 and 2005 is outlined as follows: Thousands of U.S. dollars Millions of yen 2006 Projected benefit obligation Plan assets at fair value Funded status Unrecognized actuarial loss Unrecognized prior service cost Amount recognized in the consolidated balance sheets 2005 2006 ¥(24,478) 6,299 ¥(24,074) 5,089 $(208,376) 53,622 (18,179) 1,710 169 (18,985) 2,473 186 (154,754) 14,557 1,438 ¥(16,300) ¥(16,326) $(138,759) Net periodic pension cost for the years ended March 31, 2006 and 2005 consisted of the following components: Thousands of U.S. dollars Millions of yen Service cost Interest cost Expected return on plan assets Amortization of unrecognized actuarial loss Amortization of unrecognized prior service cost Net periodic pension cost 2006 2005 ¥1,176 558 (127) 202 17 ¥1,191 559 (119) 169 17 $10,011 4,750 (1,081) 1,719 145 2006 ¥1,826 ¥1,817 $15,544 Significant assumptions of pension plans used to determine these amounts in fiscal 2006 and 2005 are as follows: 32 Periodic allocation method for projected benefit Discount rate Expected rate of return on plan assets Period for amortization of unrecognized actuarial loss Period for amortization of unrecognized prior service cost 2006 2005 Straight-line 2.5% 2.5% 15 years 15 years Straight-line 2.5% 2.5% 15 years 15 years Directors and corporate auditors are not covered by the plans described above. For such persons, the Company and certain consolidated subsidiaries have defined benefit pension plans. Under the plans, directors and corporate auditors are entitled to lump-sum payments based on the current rate of pay and length of service when they leave the Company. The plans are not funded; however, provision has been made in the accompanying consolidated financial statements for the vested benefits to which directors and corporate auditors are entitled if they were to retire or sever immediately at the balance sheet dates. As of March 31, 2006 and 2005, the liability for retirement and severance benefits related to these plans was ¥935 million ($7,959 thousand) and ¥980 million, respectively. 6. Common Stock Under the Commercial Code of Japan, the entire amount of the issue price of shares is required to be designated as stated common stock account although a company in Japan may, by resolution of its Board of Directors, account for an amount not exceeding 50% of the issue price of new shares as additional paid-in capital. On October 1, 2001, the Commercial Code of Japan was amended to eliminate the provision of common stock par value resulting in all common stock being recorded with no par value. 7. Legal Reserve and Cash Dividends The Commercial Code of Japan provides that an amount equal to at least 10% of appropriations paid in cash be appropriated as a legal reserve until an aggregated amount of such reserve and additional paid-in capital equal 25% of common stock. Either additional paid-in capital or the legal reserve may be available for dividends by resolution of the stockholders to the extent that the amount of total additional paid-in capital and legal reserve exceeds 25% of stated common stock. Balances of the legal reserve are included in retained earnings in the accompanying consolidated balance sheets. The amount available for dividends is based on the amount recorded in the Company’s non-consolidated books of account in accordance with the Commercial Code of Japan. In accordance with the Commercial Code of Japan, proposed appropriations of retained earnings have not been reflected in the financial statements at the end of each fiscal year. The proposed appropriation of retained earnings at March 31, 2006 of cash dividends of ¥700 ($5.96) per common share aggregating ¥704 million ($5,993 thousand) and bonuses to directors and corporate auditors was approved at the Company’s general meeting of stockholders held on June 28, 2006. 8. Net Income per Share Information Reconciliation of the numbers and the amounts used in the basic net income per share computations for the years ended March 31, 2006 and 2005 are as follows: Thousands of U.S. dollars Millions of yen 2006 2005 Net income Net income not applicable to common stockholders: Directors’ and corporate auditors’ bonuses ¥9,467 ¥7,383 2006 (186) (141) (1,584) Net income applicable to common stockholders ¥9,281 ¥7,242 $79,007 $80,591 Number of shares Weighted average number of shares on which basic net income per share is calculated 2006 2005 1,006,000 1,006,000 9. Commitments and Contingencies At March 31, 2006, the Company has guaranteed ¥2,519 million ($21,444 thousand) of employee mortgage loans to financial institutions, and ¥1,538 million ($13,093 thousand) of third parties loans to financial institutions. 10. Income Taxes The Company and its consolidated subsidiaries are subject to a number of taxes based on income. The aggregate normal tax rates for domestic companies were approximately 40.7% in 2006 and 2005. Foreign consolidated subsidiaries are subject to income taxes of the countries in which they are incorporated. Reconciliation between the normal income tax rate and the effective income tax rate as a percentage of income before income taxes and minority interests for the year ended March 31, 2006 was as follows: 2006 Normal income tax rate Expenses not deductible for tax purposes Equity in losses of affiliates Income not credited for tax purposes Tax credit for information technology investment Other 40.7% 2.4 1.6 (0.6) (0.8) 0.1 Effective income tax rate 43.4% The reconciliation for the year ended March 31, 2005 was not subject to disclosure as the difference between the rates was less than 5%. 33 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of March 31, 2006 and 2005 are presented below: Thousands of U.S. dollars Millions of yen 2006 Total gross deferred tax assets: Accrued bonuses Accrued business tax Liabilities for retirement and severance benefits Inventories Amortization of broadcasting rights fees Other Total gross deferred tax liabilities: Net unrealized gain on other securities Deferred profit on sale of property Net deferred tax assets (liabilities) 2005 2006 ¥0(1,190) 416 6,573 552 1,169 1,753 ¥01,173 505 6,228 693 1,083 1,846 $0(10,130 3,541 55,955 4,699 9,952 14,923 11,653 11,528 99,200 (11,115) (1,019) (5,467) (1,047) (94,620) (8,675) (12,134) (6,514) (103,295) ¥00,(481) ¥05,014 $00(4,095) 11. Selling, General and Administrative Expenses Significant components of selling, general and administrative expenses for the years ended March 31, 2006 and 2005 are as follows: Thousands of U.S. dollars Millions of yen Salaries and bonuses Agency commissions Advertising expense 2006 2005 ¥09,990 38,699 2,187 ¥12,380 37,954 2,508 2006 $085,043 329,437 18,618 12. Supplementary Cash Flow Information Reconciliation between “Cash” in the accompanying consolidated balance sheets and “Cash and cash equivalents” in the accompanying consolidated statements of cash flows as of March 31, 2006 and 2005 is as follows: Thousands of U.S. dollars Millions of yen 34 2006 2005 Cash Time deposits with maturities of over three months when acquired Short-term investments with maturities of three months or less when acquired ¥27,972 (23) 26,004 ¥31,767 (22) 25,502 $238,120 (195) 221,367 2006 Cash and cash equivalents ¥53,953 ¥57,247 $459,292 13. Segment Information Information about industry segment, geographic segment and overseas sales of the Company and its consolidated subsidiaries for the years ended March 31, 2006 and 2005 is summarized as follows: (a) Industry Segment Information The Company and its subsidiaries’ major business categories are TV broadcasting business, music publication business and other businesses. Millions of yen 2006 TV broadcasting Sales to outside customers Inter-segment sales Operating expenses Music publication Other businesses Total ¥218,813 2,094 ¥10,759 180 ¥19,812 6,044 ¥249,384 8,318 220,907 207,995 10,939 7,675 25,856 24,854 257,702 240,524 Elimination/ corporate ¥ Consolidated — (8,318) ¥249,384 — (8,318) (8,216) 249,384 232,308 Operating income ¥012,912 ¥03,264 ¥01,002 ¥017,178 ¥ (102) ¥017,076 Assets Depreciation and amortization Capital expenditures ¥157,157 7,593 4,727 ¥09,851 49 35 ¥32,162 918 280 ¥199,170 8,560 5,042 ¥116,910 — — ¥316,080 8,560 5,042 Elimination/ corporate Consolidated Millions of yen 2005 TV broadcasting Sales to outside customers Inter-segment sales Music publication Other businesses Total ¥213,640 1,663 ¥9,071 51 ¥19,326 5,166 ¥242,037 6,880 215,303 205,401 9,122 6,843 24,492 23,014 248,917 235,258 Operating income ¥009,902 ¥2,279 ¥01,478 ¥013,659 ¥ Assets Depreciation and amortization Capital expenditures ¥159,790 7,447 4,578 ¥7,482 54 63 ¥29,937 888 1,535 ¥197,209 8,389 6,176 Operating expenses ¥ — (6,880) ¥242,037 — (6,880) (6,827) 242,037 228,431 (53) ¥013,606 ¥100,335 — — ¥297,544 8,389 6,176 Thousands of U.S. dollars 2006 TV broadcasting Sales to outside customers Inter-segment sales Music publication Other businesses Total Elimination/ corporate $1,862,714 17,826 $91,589 1,532 $168,656 51,451 $2,122,959 70,809 1,880,540 1,770,622 93,121 65,336 220,107 211,577 2,193,768 2,047,535 Operating income $0,109,918 $27,785 $008,530 $0,146,233 $ Assets Depreciation and amortization Capital expenditures $1,337,848 64,638 40,240 $83,860 417 298 $273,789 7,815 2,384 $1,695,497 72,870 42,922 Operating expenses $ Consolidated — (70,809) $2,122,959 — (70,809) (69,941) 2,122,959 1,977,594 (868) $0,145,365 $995,233 — — $2,690,730 72,870 42,922 Corporate assets of ¥124,749 million ($1,061,965 thousand) and ¥107,026 million as of March 31, 2006 and 2005 in the Elimination/ corporate line consist primarily of surplus funds (cash and deposits, and securities), long-term investments (investment securities) and assets relating to the administrative operations. 35 (b) Geographic Segment Information Both domestic sales and assets located in Japan are over 90% of those for all segments for the years ended March 31, 2006 and 2005. (c) Overseas Sales Overseas sales, which include export sales of the Company and its domestic subsidiaries, are less than 10% of consolidated sales for the years ended March 31, 2006 and 2005. 14. Lease Information (a) Finance Leases Finance leases other than those that are deemed to transfer the ownership of the leased assets to lessees are generally accounted for by the method that is applicable to ordinary operating leases under accounting principles generally accepted in Japan. Certain key information about such lease contracts of the Company and its consolidated subsidiaries for the years ended March 31, 2006 and 2005 are as follows: (1) Lessee ( i ) Acquisition cost, accumulated depreciation and net carrying amount of leased assets, if they had been capitalized: Millions of yen 2006 Machinery and vehicles Thousands of U.S. dollars 2005 Machinery and vehicles 2006 Machinery and vehicles Others Total Others Total Acquisition cost Accumulated depreciation ¥1,011 508 ¥2,021 1,105 ¥3,032 1,613 ¥1,007 468 ¥2,361 1,292 ¥3,368 1,760 $8,607 4,325 $17,204 9,406 Others $25,811 13,731 Total Net carrying amount ¥0,503 ¥0,916 ¥1,419 ¥0,539 ¥1,069 ¥1,608 $4,282 $07,798 $12,080 ( ii ) Lease expense and future minimum lease payments including interest expense: Thousands of U.S. dollars Millions of yen Lease expense Future minimum lease payments: Within one year Thereafter 2006 2005 ¥0,656 ¥0,738 2006 $05,584 ¥0,526 893 ¥0,575 1,033 $04,478 7,602 ¥1,419 ¥1,608 $12,080 (2) Lessor ( i ) Acquisition cost, accumulated depreciation and net book value of leasing assets: Millions of yen 2006 Machinery and vehicles 36 Others Thousands of U.S. dollars 2005 Total Machinery and vehicles Others 2006 Total Machinery and vehicles Others Total Acquisition cost Accumulated depreciation ¥116 90 ¥129 25 ¥245 115 ¥116 82 ¥116 7 ¥232 89 $988 766 $1,098 213 $2,086 979 Net carrying amount ¥026 ¥104 ¥130 ¥034 ¥109 ¥143 $222 $0,885 $1,107 ( ii ) Lease income, depreciation and future minimum lease payments including interest income: Thousands of U.S. dollars Millions of yen 2006 Lease income Depreciation Future minimum lease payments: Within one year Thereafter 2005 2006 ¥066 26 ¥044 26 $0,562 221 ¥060 101 ¥064 146 $0,511 860 ¥161 ¥210 $1,371 (b) Operating Leases Future minimum lease payments required under noncancellable operating leases as of March 31, 2006 and 2005, are summarized as follows: Thousands of U.S. dollars Millions of yen Future minimum lease payments: Within one year Thereafter 2006 2005 2006 ¥1,784 3,569 ¥1,784 5,354 $15,187 30,382 ¥5,353 ¥7,138 $45,569 37 Independent Auditors’ Report To the Board of Directors of TV Asahi Corporation: We have audited the accompanying consolidated balance sheets of TV Asahi Corporation and consolidated subsidiaries as of March 31, 2006 and 2005, and related consolidated statements of income, stockholders’ equity and cash flows for the years then ended, all expressed in Japanese yen. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TV Asahi Corporation and consolidated subsidiaries as of March 31, 2006 and 2005, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in Japan. The accompanying consolidated financial statements as of and for the year ended March 31, 2006 have been translated into United States dollars solely for the convenience of the reader. We have recomputed the translation and, in our opinion, the consolidated financial statements expressed in yen have been translated into United States dollars on the basis described in Note 2 to the consolidated financial statements. 38 Toyo & Co. Tokyo, Japan June 28, 2006 TV Asahi Network 1 2 Domestic Network 6 TV Asahi Corporation 1 HTB 2 ABA 3 IAT 4 KHB 5 AAB 6 YTS 7 KFB 8 NT21 9 ABN 10 SATV 11 HAB 12 FBC 13 NBN 14 ABC 15 HOME 16 YAB 17 KSB 18 EAT 3 5 8 11 12 Hokkaido Television Broadcasting Co., Ltd. Asahi Broadcasting Aomori Co., Ltd. 13 Iwate Asahi Television Co., Ltd. 16 TV Asahi 10 17 18 22 20 21 Akita Asahi Broadcasting Co., Ltd. 9 14 15 19 Higashinippon Broadcasting Co., Ltd. 4 7 23 24 Yamagata Television System Co., Ltd. Fukushima Broadcasting Co., Ltd. The Niigata Television Network 21, Inc. Asahi Broadcasting Nagano Co., Ltd. 25 Shizuoka Asahi Television Co., Ltd. Hokuriku Asahi Broadcasting Co., Ltd. 19 KBC 20 NCC 21 KAB 22 OAB 23 UMK 24 KKB 25 QAB Fukui Broadcasting Corporation Nagoya Broadcasting Network Asahi Broadcasting Corporation Hiroshima Home Television Co., Ltd. Yamaguchi Asahi Broadcasting Co., Ltd. Setonaikai Broadcasting Co., Ltd. Ehime Asahi Television Co., Ltd. Kyusyu Asahi Broadcasting Co., Ltd. Nagasaki Culture Telecasting Corporation Kumamoto Asahi Broadcasting Co., Ltd. Oita Asahi Broadcasting Co., Ltd. Miyazaki Telecasting Co., Ltd. Kagoshima Broadcasting Corporation Ryukyu Asahi Broadcasting Corporation 5 International Network 4 1 7 2 10 12 Bureaus 14 11 6 8 America 3 9 13 1 New York (TV ASAHI America’s bureau) 2 Washington D.C. (TV ASAHI America’s bureau) 3 Los Angeles (TV ASAHI America’s bureau) 4 London 5 Moscow 6 Cairo 7 Paris (ABC’s bureau) Asia/Oceania 8 Bangkok 9 Manila 10 China General (Beijing) 11 Taipei (ABC’s bureau) 12 Seoul 13 Singapore (NBN’s bureau) 14 Shanghai (ABC’s bureau) ABC: Asahi Broadcasting Corporation 39 Cooperation Europe/Africa NBN: Nagoya Broadcasting Network America CNN USA Europe/Africa TF1 RTL TVP France Germany Poland Asia/Oceania CCTV Dalian TV Station CTV ETTV GMA RTM CH7 China China Taiwan Taiwan Philippines Malaysia Australia Principal Subsidiaries and Affiliates TV Broadcasting Businesses Related to Program Production Consolidated Subsidiaries Logical Solution & D Inc. 100.00 (100.00) Other Businesses Take Systems Co., Ltd. 85.00 (35.83) TV Shopping Business Consolidated Subsidiary TV Asahi Productions Co., Ltd. 40.00 TV Asahi Living Co., Ltd. 100.00 TV Asahi Create Co., Ltd. 87.00 (37.83) Businesses Related to Broadcasting Facilities Consolidated Subsidiary Trust Network Inc. 90.00 (45.00) Video Pack Nippon Company Ltd. 42.40 Music Publication Housougijyutsusha Co., Ltd. 100.0 (52.50) Consolidated Subsidiary TV ASAHI America, Inc. 100.00 TV ASAHI Music Co., Ltd. 100.00 Affiliates — equity method applied Affiliate — equity method applied Japan Cable Television, Ltd. 41.74 (8.44) BS Asahi Sounds, Ltd. 40.00 (20.00) Flex Co., Ltd. 25.67 40 Television Asahi Service Co., Ltd. 70.00 (21.25) Announcer Training School Consolidated Subsidiary TV Asahi ASK Co., Ltd. 100.00 Facilities Administration Business Consolidated Subsidiary TV Asahi BEST Co., Ltd. 100.00 Bunkakobo, Inc. 20.00 Media Mix Japan Co., Ltd. 23.56 (3.56) JCTV-HQ 0.00 [100.00] BS/CS Digital Broadcasting Affiliates — equity method applied Asahi Satellite Broadcasting Limited 29.96 (0.50) CS One Ten, Ltd. 15.00 Multi Lingual & Multi Data Broadcasting Consolidated Subsidiaries TV Asahi Data Vision Corporation 100.00 Note: Figure under each company name shows the equity held by the Company, which equals the total of direct and indirect holdings. Figures in ( ) are indirect holdings. The figure in [ ] corresponds to the holding held by an affiliate. JCTV-HQ is 100% held by Japan Cable Television, Ltd. and is counted as an affiliate company of TV Asahi. Consolidated Financial Highlights TV Asahi Corporation and Consolidated Subsidiaries Board of Directors Investor Information Years ended March 31, 2006 and 2005 As of June 28, 2006 As of March 31, 2006 Millions of yen Net sales TV broadcasting Percentage change Thousands of U.S. dollars 2006/2005 2006 2006 2005 ¥249,384 ¥242,037 3.0% $2,122,959 218,813 213,640 2.4% 1,862,714 Network time 93,384 91,299 2.3% 794,960 100,563 98,125 2.5% 856,074 Sales of programs 11,303 11,310 –0.1% 96,220 Other 13,563 12,905 5.1% 115,459 Spot Music publication 10,759 9,071 18.6% 91,589 Other businesses 19,812 19,326 2.5% 168,656 Operating income 17,076 13,606 25.5% 145,365 Net income 9,467 7,383 28.2% 80,591 Capital expenditures 5,042 6,176 –18.4% 42,922 Depreciation and amortization 8,560 8,389 2.0% 72,870 Total assets 316,080 297,544 6.2% 2,690,730 Total stockholders’ equity 242,849 226,729 7.1% 2,067,328 Percentage change Yen U.S. dollars Per share of common stock: Net income—basic Total stockholders’ equity ¥ 9,226 ¥ 241,216 7,199 28.2% 225,237 7.1% Percent Equity ratio 2,053 76.2% —% 4.0% 3.3% —% Notes: 1. For convenience only, U.S. dollar amounts have been translated from Japanese yen at the rate of ¥117.47 to US$1, the rate of exchange prevailing on the Tokyo Foreign Exchange Market on March 31, 2006. Notes: 2. For the calculation of per share of common stock, see Note 8 of Notes to Consolidated Financial Statements. Notes: 3. Return on equity (ROE) = 100 x (Net income ÷ Average total stockholders’ equity at the beginning and the end of the fiscal year). 01 To Our Stakeholders 02 TV Asahi at a Glance 04 ACT 1 : Progress Report on Phase Two of the Companywide Reform Campaign 09 ACT 2 : Overview of Japan’s TV Industry 12 ACT 3 : Endeavors in the Digital Era 15 Protecting the Environment, Contributing to Society 16 Corporate Governance 17 Financial Section 39 TV Asahi Network 40 Principal Subsidiaries and Affiliates 41 Board of Directors 41 Investor Information Corporate Data Authorized Number of Shares 3,000,000 Corporate Name TV Asahi Corporation President Masao Kimiwada * Issued Number of Shares 1,006,000 Abbreviation TV Asahi Senior Executive Director Hiroshi Hayakawa * Number of Stockholders 39,755 Executive Directors Kenji Kazama Ikuo Kamiyama Hidekazu Kitamura Hiroaki Takada Keiji Takano Toshio Fukuda Number of Shares Held by Foreign Investors 113,505 (11.28%) Head Office 9-1 Roppongi 6-chome, Minato-ku, Tokyo 106-8001, Japan Tel. +81-3-6406-1111 http://www.company.tv-asahi.co.jp/e/ Listing Tokyo Stock Exchange Stockholder Information Members of the Board Toru Takeda Tomoo Tama Mutsuko Horikoshi Takahiro Otsuka Seishi Fukuda Kojiro Watanabe Kotaro Akiyama Tsuyoshi Okada Yoshitoshi Kitajima Mitsuru Gondo Yoshio Nishimura Tetsuzo Hori Standing Corporate Auditors Sachio Arikura Yasuharu Murase Contents Stock Information Chairman Michisada Hirose * 79 Change 76.8% Return on equity $ Board of Directors Corporate Auditors Koichi Kobayashi Sawako Noma Takahisa Hamamoto * Representative Directors Date of Establishment November 1, 1957 Date of Service Start February 1, 1959 Fiscal Year-End March 31 Paid-in Capital ¥36,642,800,000 General Meeting of Stockholders June Number of Employees 1,234 Transfer Agent The Sumitomo Trust & Banking Co., Ltd. Underwriter Daiwa Securities SMBC Co. Ltd. Sub-Underwriter Nomura Securities Co., Ltd. Nikko Citigroup Limited 41 Major Stockholders Name Shares Percent of voting rights Asahi Shimbun Publishing Company 340,495 33.85 Toei Co., Ltd. 161,842 16.09 Dai Nippon Printing Co., Ltd. 40,300 4.01 Kyusyu Asahi Broadcasting Co., Ltd. 32,147 3.20 The Master Trust Bank of Japan, Ltd. (Trust Account) 22,799 2.27 Satellite Channels Incorporated 20,854 2.07 State Street Bank & Trust Company 505025 16,422 1.63 The Trustee Services Bank, Ltd. (Trust Account) 16,171 1.61 Forward-Looking Statements Kodansha Ltd. 13,640 1.36 This report contains forward-looking statements that are based on management’s assumptions and beliefs in light of the information currently available to it. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this report. Such risks include but are not limited to market trends and economic conditions. Dentsu Inc. 12,710 1.26 TV Asahi Annual Report 2006 This annual report was produced using recycled paper. Printed in Japan. Annual Report 2006
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