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Toshiba Corp
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Thank you for waiting. We'd like to start the FY 2021 Third Quarter Business Results Announcement Conference. The conference, as we informed to you in advance, will be held online.
To start with, we have made a timely disclosure at 3:30 based on a resolution of the Board. And at the conference, we will start with an explanation concerning Extraordinary General Meeting of Shareholders and then we'll provide an explanation in regards to the third quarter earnings results, and we intend to start the Q&A session from about 04:30. We are assuming about an hour for the Q&A session. The first 30 minutes will be used to respond to questions from the members of the media, and the questions from analysts and investors will be addressed in the latter part, scheduling about 5:00 p.m. to 5:30 p.m. We will receive questions from -- using the teleconferencing system. As we have informed you in advance, you need to be preregistered to use the teleconferencing system.
So I'd like to introduce the presenters for today. Our representative Executive Officer, President and CEO, Mr. Satoshi Tsunakawa; Representative Executive Officer, Corporate Executive Vice President and CFO, Mr. Masayoshi Hirata; and my name is Hara from the Corporate Communications Department. So we'd like to ask Tsunakawa some -- to explain using the PowerPoint material update on the EGM.
I would like to start by thanking everyone for attending IR Day held recently. Based on your variable feedback, we will continue to pursue a further improvement in our strategic reorganization plan so that we can enhance shareholder value to the extent possible.
As disclosed today, we have decided to convene an Extraordinary General Meeting of Shareholders on March 24, in order to confirm our shareholders' opinions concerning our strategic reorganization. As the agenda item is unusual in that it is not required by law, I would like to quickly explain the nature of the agenda item, the condition for approval and why we propose decision item 4 shareholder resolution. Please refer to the timely disclosures for details on the agenda item and Toshiba's current opinions.
First of all, we would like to provide key points of the company's agenda item. The objective of agenda item #1 proposed by the company is to confirm our shareholders' opinions concerning the strategic reorganization. In addition to the 2-way spin-off plan we announced recently, we also included the distribution of passes from Kioxia shares in the agenda item. Please note that this agenda item is not a legally binding one. We will disclose the averaging ratio of for, against or abstained after the shareholders' meeting has finished.
We would like to receive shareholder feedback on the optimal and most efficient method of executing our strategic reorganization on a continuous basis, so that we can continue to make incremental improvements to our plan. The objectives of these spinoffs include: eliminating the conglomerate discount to unlock true enterprise value; achieving efficient capital allocation suited to the characteristics of each business; achieving focused and agile management; and enhancing investment options for our shareholders. With respect to the management structure, we have received requests to announce details as soon as possible. The Nomination Committee has continued the consideration process, and we will follow up with another announcement as soon as decided.
We have engaged in continuous business portfolio review since last July. We believe that core objective of the review is to build a system that enables each business to grow and succeed by leveraging its strengths. The businesses that we designated as noncore will aim to grow and improve with an injection of external capital and active support of new major shareholders.
With respect to shareholder returns, based on a smooth execution of the business plan that we explained on February 7, 2022, capital in excess of the appropriate level is expected to be JPY 300 billion over the next 2 years. This surplus amount will be used for shareholder returns to the extent that it does not hinder the smooth execution of the strategic reorganization plan.
Here, I would like to explain the reasons for our change of plan from a 3-way split with 2-way split. First, compared to 3-way split, the 2-way split allows for a more stable financial base, eliminating uncertainties about maintaining Toshiba's stock listing. The 2-way split also makes it easier to establish a strong, disciplined governance structure by reducing the required number of management structures. In addition, separation costs and operational burden of listing review can be largely reduced. We have engaged in continuous dialogue and consideration with potential partnership, and the spin-off will enable us to find collaboration partners that align to their specific interests.
As I have explained that the change resulted not from an attempt to simplify the approval process as some media reports suggest, but from an effort to refine the spinoff scheme. It is based on this comprehensive understanding. First of all, we aim to confirm our shareholders' opinions at this Extraordinary Shareholders Meeting and thus, the resolution is not legally binding. We plan to get a legally binding resolution at the Annual Shareholders' Meeting to be convened in 2023. Based on this, we decided to make the company's proposed item 1 and item 4 ordinary shareholder resolution. There are two main reasons. First, we wish to respect the wishes of the majority of our shareholders at the meeting. If we were to seek an extraordinary resolution and more than half but less than 2/3 approve, this raises the concern that we would be respecting the wishes of the opposing minority and more than the supporting majority. As we aim to conform to the collective opinion of our shareholders to the extent possible, we decided to make this item a matter for ordinary shareholder resolution.
In addition, we expect this strategic organization to be certified as a business reorganization plan pursuant to the Act on Strengthening Industrial Competitiveness, which allows us to execute the plan based solely on a resolution by the Board of Directors. Yet in order to repatch the wish of the shareholders, we are scheduling a legally binding resolution at the General Meeting of Shareholders to be held in 2023.
In this case, based on applicable laws in Japan, I understand that the conditions for a resolution is an ordinary resolution, but the company has not yet made a decision. We firmly believe that this strategic reorganization plan is a great opportunity for our technology and teamwork to pursue further growth and progress. Toshiba's management and the Board thinks that this strategic organization plan is optimal, and we would like our shareholders to vote for this agenda and make a big push towards Toshiba's future reform. We will continuously listen to all the stakeholders' opinions and reflect them in our plan to the extent possible. Thank you for your attention.
Next, Mr. Hirata will explain using the PowerPoint material FY 2021 third quarter consolidated business results.
I would like to explain about the fiscal year 2021 third quarter consolidated business results. Please refer to Page 3.
There are three main points. The first point is that overall, there is a recovery trend from COVID-19 and the Q3 year-to-date net sales increased in all business segments year-on-year, and operating income increased mainly in Semiconductor business and Energy business. I will explain about the numbers later on. The second point is free cash flow and amount of orders received. Free cash flow improved year-on-year, mainly due to an improvement in EBITDA. An amount of orders received is also steadily increasing. The third point is the full year performance forecast.
As informed on February 7, due to the further physical impact of soaring material costs and logistics costs as well as semiconductor shortage, we made a downward revision to our net sales guidance by JPY 10 billion and operating income guidance by JPY 15 billion. I will explain in detail later on, but impact on Industrial Systems business and Building Solutions business is increasing.
Please turn to Page 6. These are the income and loss items. As I just mentioned, net sales in year-to-date -- net sales from -- in the third quarter of 2021 is JPY 2,355.1 billion, a year-on-year increase of JPY 255.6 billion, 12%. And this includes positive impact from depreciation of the Japanese in yen that turned increase in net sales of JPY 60.4 billion. Operating income is JPY 87.6 billion. Due to earnings growth and positive impact from yen depreciation, this is a year-on-year increase of JPY 63.6 billion.
Including equity earnings from Kioxia, nonoperating income is positive JPY 64.5 billion. Consequently, income before income taxes is JPY 152.1 billion, a year-on-year increase of JPY 78.8 billion. As a result, net income, excluding tax expense, et cetera, is JPY 114.9 billion, an increase of JPY 71.3 billion from the same period last year.
Page 7 shows the overview of operating income improvement compared with the same period last year. At the very left is the fiscal year 2020 Q3 cumulative operating income of JPY 24 billion, and if we do not factor-in the restructuring cost of Device and Retail businesses of JPY 12.3 billion incurred in the same period last year, operating income was approximately JPY 36 billion. From this number, mainly because of recovery from COVID-19, there has been an increase in earnings of JPY 50 billion.
Consequently, as written on the right-hand side, the Q3 year-to-date operating income this fiscal year is JPY 87.6 billion. I mentioned at the outset that the impact of soaring material costs and logistics costs as well as semiconductor shortage still continues and is increasing. Therefore, as written on this slide, semiconductor shortage led to a decrease in sales, causing a decline in profit of approximately JPY 10 billion. And soaring material costs and logistics costs has included an increase in cost, pushing down profit by approximately JPY 26 billion. In total, factors with a negative impact on profit is JPY 36 billion, according to our analysis.
Page 8 is the breakdown of nonoperating income. Q3 year-to-date nonoperating income is JPY 64.5 billion, a year-on-year increase of JPY 15.2 billion. Equity in earnings of affiliates improved significantly by JPY 42.8 billion, which mainly consists of increase in equity earnings from Kioxia of JPY 40.3 billion.
Page 9 shows free cash flow. Cash flow from operating activities because of collection of account receivables in the end of last fiscal year and other factors is favorable, a positive JPY 165.2 billion. Regarding cash flow from investing activity, since we steadily invested towards future growth, it is negative JPY 81.2 billion, which has a total of positive JPY 84 billion.
At the bottom of this slide is equity attributable to shareholders of the company. Mainly because of our share repurchase of JPY 400 billion and dividend payment of JPY 99 billion, there is a total decline of JPY 200 billion to JPY 1.98 trillion. Shareholders' equity ratio is 31%. Due to the same reasons, net interest-bearing debt was JPY 110.8 billion. Slide 10 is the detailed items. Please refer to that later.
On Slide 11 and onwards, I would like to explain on the segment results. Now, Page 12 is the consolidated business results by segments, and the detail is described on the next page onwards. So this is the results breakdown for Energy Systems & Solutions. Net sales was JPY 361.5 billion, up JPY 58 billion year-over-year. Operating income was JPY 8.1 billion, up JPY 14.3 billion improvement year-over-year. As you can see, Power Generation Systems, Transmission & Distribution Systems, in all, improved net sales and operating income.
Please refer to Page 14. Upper chart, as for the Infrastructure Systems & Solutions, net sales was JPY 416.6 billion, operating income was JPY 6.9 billion. As for the net sales, Public Infrastructure was up, but Railway and Industrial Systems was down due to a large impact from COVID-19 and semiconductor shortages. The result, net sales for the whole segment was mostly flat. Next is operating income. Due to the higher material costs and restructuring costs for Industrial Systems and due to the cost increase for overseas projects in the Railway, operating income for the segment year-to-date third quarter was down by JPY 3.6 billion.
Lower, on the slide 14 is Building Solutions. Net sales was JPY 434.5 billion, operating income was JPY 17.9 billion. Net sales was up JPY 42.7 billion, driven by a recovery in air conditioners and elevators. There were some positive factors on operating income such as increased revenue in foreign exchange rate, yet due to higher material costs and transportation costs as well as shortages of semiconductors and others, operating income was mostly flat year-over-year.
Slide 15 is the results breakdown of Electronic Devices & Storage Solutions. Net sales was JPY 659.8 billion, up JPY 143 billion year-over-year, and operating income was JPY 55.8 billion, up JPY 48.5 billion year-on-year. Both Semiconductor and HDD, mostly due to a recovery from COVID impact, increased the sales, and also income increased due to the top line growth as well as weaker yen and effects from restructuring.
Upper half of Slide 16 is Retail & Printing Digital Solutions. Net sales was JPY 334.6 billion. Operating income was JPY 8.3 billion, recovered from the operating loss of last year. This is also due to a recovery from COVID pandemic. Besides, the positive impact from restructuring implemented in the last fiscal year, both retail Business and Printing business were marking an increase in net sales and operating income. Lower half of the Slide 16 is Digital Solutions. Mostly due to an increase in sales from system projects for government, net sales was JPY 156.1 billion, up JPY 4.8 billion. Operating income was JPY 13.2 billion, up JPY 4.1 billion.
Slide 17 summarizes orders received and order backlog over the last 3 years. From left is orders received. Orders performed well, marking an increase of 11% year-over-year during the 9 months this year. This is due to the orders of large projects in Energy Systems in FY '21 as was seen in FY '19. The right-hand side is the order backlog. Order backlog for year-to-date in the third quarter increased steadily, up 3% during the same period of the last year.
Page 19 explains the equity earnings from Kioxia. On to- left, you can see the quarterly track record of equity earnings and losses, and we recorded JPY 19 billion in the third quarter this fiscal year. The market trend is shown on the right for your reference.
From Page 20, I would like to describe our FY 2021 forecast. Please turn to Page 21. Although we announced the numbers on the 7th of February, I would like to provide some explanation on the details today. We are projecting net sales of JPY 3.34 trillion, lower by JPY 10 billion, and operating income of JPY 155 billion, lower by JPY 15 billion vis-a-vis the previously announced forecast. I will explain the details in the subsequent pages.
Although operating income is projected to come in lower, we are expecting nonoperating income to improve by JPY 40 billion due to recording income on sale of assets, foreign exchange gain, as well as equity earnings from Kioxia in the third quarter. On [indiscernible], we are forecasting JPY 150 billion for net income. Free cash flow, shown at the bottom is expected to reach JPY 60 billion, with some JPY 20 billion improvement coming from increases in advanced payments, amongst other reasons. As for the exchange rate at the end of the period, we are assuming JPY 110 to a dollar, with the expectation that the yen will weaken by JPY 5 in reflection of the current level.
Page 22 gives the forecast by segment for fiscal 2021. Please look at the far-right column showing the changes from the previous announcement. Energy Systems is expected to achieve improvements in both net sales and operating income, mainly within the Thermal & Hydro Power Systems operations in the Power Generation Systems business. Regarding Infrastructure Systems, despite steady performance from public infrastructure, net sales and operating income are both expected to be lower for Railway and Industrial Systems due to reduced factory utilization caused by COVID-19 and shortage of semiconductors, et cetera. Accordingly, we're projecting net sales to be lower by JPY 30 billion and operating income by JPY 8 billion for the segment vis-a-vis previous announcement.
As for Building Solutions, we have adjusted down our operating income forecast by JPY 5 billion compared to the previous announcement due to worsening of impacts from parts shortage and higher material prices in both elevator and escalator and in lighting. As for Device & Storage, we are projecting for net sales to be lower by JPY 10 billion and operating income by JPY 2 billion due to sluggish performance of HDD. Regarding Digital Solutions, we are projecting for JPY 2 billion higher operating income, reflecting progress in our plan. As a result of all this, we have adjusted down our net sales and operating income forecast by JPY 10 billion and JPY 15 billion, respectively.
Page 23 explains the improvement in operating income from the actual in fiscal 2020 to the forecast in fiscal 2021. On the left is the operating income of JPY 104.4 billion in fiscal 2020. However, the amount becomes approximately JPY 120 billion when you add back the cost of restructuring executed in fiscal 2020.
In fiscal 2021, we are recording JPY 13 billion of fixed cost for growth and JPY 10 billion of restructuring cost to streamline overseas sites, et cetera, as shown in the right. Despite this, we are still projecting to achieve JPY 155.5 billion for the fiscal, year due to some JPY 60 billion improvement in sales, mainly due to recovery from the COVID impact.
As noted in the rectangular boxes, we're expecting a total negative impact of around JPY 60 billion for the fiscal year, made up of JPY 20 billion due to the semiconductor shortage and JPY 39 billion due to soaring material and logistics costs. Our assumption is that the negative impact from these factors have worsened by around JPY 16 billion in comparison to our November forecast. We have added some slides to explain the breakdown of fiscal 2021 forecast by segment from Pages 26 in the Appendix section, for your reference.
This concludes my explanation on the fiscal 2021 third quarter consolidated business results. Thank you.
This concludes our presentation. We'd now like to start the Q&A session, although it is a bit earlier than the scheduled starting time.
In addition to Mr. Tsunakawa and Mr. Hirata, we also have Executive Officer Responsible for Legal Affairs, representative Executive Officer Corporate Executive Vice President, Naoya Sakurai.
We would now like to spend about 30 minutes to accept questions from media representatives.
[Operator Instructions]
First of all, Mikael Business [ Kalajian ].
I have two questions. First question is that now, the -- in regard to the stakeholder approval by 3/3, it is not just an AGM. However, the EGM to be organized in June 2023 that company will avoid the proposal to be approved at 2/3, and avoidance of 2/3 seems to be drawing some criticism, not just in Japan, but from overseas as well. And are you -- do you think that you are able to win the support from the shareholders simply with the -- a simple majority of the approval? And also, in regard to the application of the Act on Strengthening Industrial Competitiveness, the government to approve that type of policy is for promoting the policies. And what were the great good for other countries to approve of this plan?
This is Tsunakawa speaking. This time around, the company is proposing 2/3 of approval. As I described earlier, for this type -- for this time, the approval will not be having the binding power. And therefore, we are seeking an ordinary resolution of simple majority. And also, next year, once we decided on the detail about the EGM, then we would like to organize the EGM in June, and we will ask the approval from the shareholders and nothing has been decided on the June 23 EGM. However, yet the company is thinking of applying for the Act of Strengthening Industrial Competitiveness, and we believe that approval could be granted by the Board of Directors and legally speaking, that is sufficient. And yet, the company decided to ask for the opinion from the shareholders, and because of this reason, we will put this agenda to the EGM approval in '23.
Now, the -- in regard to the President Kioxia Holdings is the only preference before us in regard to this type of reorganization. And in that preference, they seek also, explore the simple majority and proceeded with the procedures afterwards. And therefore, according to the rules in regulations in Japan, this particular strategic reorganization can be approved at the simple majority at the EGM. However, the company has not decided anything in regard to EGM of FY '23.
And there are specific reasons under the Act of Strengthening Industrial Competitiveness. In fact, it is not the change of our resolution method. It is regarding the financial structure of the company, as well as tax scheme, and there are great benefits to the company if you apply for this act. And that's why the company is thinking of applying for this particular act. And of course, this is quite a large-scale spin-off. And with the certification by the Japanese company -- Japanese government and with that, we believe that the -- there will be a great confidence in this transaction. We are not pursuing a peculiar path. In fact, -- for example, the relaxed terms and conditions for the loans as well as the tax benefits from this type of transactions. And therefore, we'd like to seek following the regulation under the Act of Strengthening Industrial Competitiveness.
Next question is from Yao-san from Nihon Keizai Shimbun.
My name is Yao from Nikkei. Can you hear me?
Yes, we can hear you.
I have two questions. The first question, I understand that the company has come up with the company proposal at the EGM. Do you expect to receive support? You've announced the increase in the returns in February, but it doesn't seem that the share price has increased. But the share price now, as well as the dialogue with the shareholders, you have asked -- decided to go for a simple majority. But what do you think of -- in term -- in regards to receiving support?
We have only provided that explanation recently, and so we would like to give a thorough explanation to investors going forward from here. In regards to the share price and in April last year, we have received a letter from CBC with a suggestion of privatization that had risen the share price significantly. But in regards to our share price, it's somewhat complex as to what causes the share price to fluctuate. So I'm not fully tuned to the reasons, but from our position, we intend to give fair explanation and make an effort to receive more than a majority, to have 50% support.
From the company's perspective, and you feel that this is optimal way to increase the corporate value and you feel that you're able to receive approval, I feel that this is the best initiative to increase corporate value. We are confident on this, and so we want to proceed with this. And on that basis, I want to hear the intent of the investors and also, understand the.
Direction. The second question, the background to the decision-making. Now, in February this year, you've heard decided to sell the air conditioning subsidiaries. And you have also indicated that you wanted to divest elevated and escalate our business. And we're going to focus on the simple majority for the approval or background to this decision-making.
Is that because you have received requests from the shareholders and you're responding to that, Or are you going to make money by selling a business? I just wanted to understand the reason and background to the decision.
In regards to the noncore business decision thereof and also, the shareholder return, these are of a completely different dimensions. In regards to noncore business, the decision thereof, and after July for us to make the decision on midterm management plan, we have been discussing within the company, and in September timing, the course of direction was more or less determined. And the course of direction was more or less determined by that point in time, but in November, strategic reorganization when we made announcement about the spin-off, at that point in time, the official decision has not been made by the Board as yet. But as for direction, this was already confirmed. And when we made the announcement in November, I referred to this, but the spin-off plan, and because we made the announcement, it wasn't the case that transformation was complete. And I said that, that was the start of the transformation. And we are working on the portfolio reorganization and not waiting for the completion of the spin-off. I said that we will work on that.
In other words, the distributable amount of returns, how much would that be?
So separate from the amount of returns, the portfolio reorganization was to be looked at. We said that we are going to invest in areas where we can grow and the course of direction was already determined in that regard at that point in time. Now, as a result of the spin-off, the excess capital beyond the appropriate level of our capital will be a return, and that is a completely different dimension to that.
And is that because there was a request from the shareholders, and could you respond to that point?
The business portfolio, it is not related to the request from the shareholders. In terms of distributable amount from the past, we've been saying that the level in excess of appropriate level of capital will be returned. This is part of the next plan. And so in the first half of the year, we have paid JPY 150 billion of returns. And on this occasion, we have put together the plan. And when we look at the balance sheet, the capital in excess of the appropriate level was assumed. And so we said that we're going to return that. And we've announced the number of JPY 300 billion over the next 2 years. And in this regard, this is no different from the returns policy that we had from the past.
Thank you very much. Next, NHK, Mai-san, please go ahead.
This is Mai from NHK. Can you hear me?
Yes, we can hear you. Please go ahead.
I also have two questions. First -- the first question may overlap with the previous question. Last week, you announced the 2-way spin-off plan, and one week has passed since this announcement. And probably, you have received various opinions from various people, at the moment, shareholders as well as employees. What kind of voices are reaching you, Mr. Tsunakawa, at the moment, from these people?
Shareholders -- we are talking individually. The outcome of one-on-one communication that we do not disclose, please understand. Within the company as well, we explained in detail and thoroughly. Particularly Device Co. and Infrastructure Service Co., they are going to be positioned as core businesses, and we want them to be as vigorous as possible, and we want to keep up their efforts.
By the way, opinions of the shareholders, I understand that you cannot disclose details. But do they have a forward-looking reaction towards the announcement or are they asking for further improvement? General new ones, you want to understand?
Various opinions have been raised. So we would like to listen sincerely to these various opinions, and what we are able to improve, we would like to make efforts to improve, that is our stance.
Understood. And my second question is proposal from 3D. In particular, the first proposal or request to amend the articles of incorporation, 2-way split, even under the 2-ways split in terms of strategic reorganization, this proposal may still be effective. And when this is submitted to next month's EGM, if 2/3 votes cannot be obtained for this request for this proposal. In proceeding with the plan, would this be an impediment?
pursuing proposal from 3D, just 30 minutes before, we made our disclosure. And people from the media representatives, you may not have been able to read everything, but there's a lot of information in the timely disclosure. A position opinion that we disclosed and our agenda item #2 and the shareholders' first proposal, if you have information or our disclosure material with you on Page 10, that's a statement. In other words, reorganization. The fact that there is going to be a reorganization, has to be included in the company's articles of incorporation. That is the proposal. And the company has opposed to this proposal, and we have written three reasons to oppose. And legally binding resolution is to take place on this point at a later date. Therefore, the company thinks that it is not necessary to have this included in the articles of incorporation, that's the first reason.
And the second reason is, this is a special or unique proposal, and this opposed by the shareholders does not suit the nature of the articles of incorporation. The articles of incorporation stipulates basic facts to manage the company. But the proposal by is by the shareholders is about strategic reorganization, and such matters do not suit the intrinsic nature of the articles of incorporation of the company. Because of this reason, we think that this kind of request is beyond a request for normal amendment.
And the third logic is that it is a very unusual proposal. The shareholder has made this proposal, but the proposing shareholders themselves is opposed to this proposal. Therefore, we doubt whether it is a constructive request to amend our company's articles of incorporation. Therefore, please reach the -- our opinion concerning the EGM, our disclosure material for details.
Then conversely, the major shareholder asking, originally, for a 2/3 approval. Is now satisfied with the majority vote? Is that the correct understanding?
Did you ask about our company? There were two proposals by 3D. And the first proposal is to include strategic reorganization into the company's Article of Incorporation. And there is another third agenda item for the EGM. That is to consider various options, including privatization. And if you're referring to that proposal, with regards to this point as well, please read from Page 11 onwards of our opinion.
From a strategic point of view, we believe that the proposal that we announced is the best one and optimum one. And we are not saying that we are excluding various options -- various strategic options. This is a corporate management matter, and these kinds of matters, I think, should be left up to the management of the company. And these are the main reasons why we are opposing.
I referred to the third agenda item of EGM. If there's a modified proposal presented to us concerning privatization and other options, we are prepared to consider. But at this point in time, we have limited management resources, and we are in a stage to embark on spin-off and actually executing what is proposed, is it most effective for our company. And it also says that all information about considerations made within the company should be disclosed to investors. But that is a matter of confidentiality. Disclosing all of this confidential information may end up impairing the company's value.
And these are the reasons why we have opposed to this third agenda item, and we would like to go with the majority vote for this proposal. We need 2/3 vote or more to -- including the articles of incorporation. So even if this proposal is rejected, this does not mean that our company's proposal for strategic reorganization will be rejected. We would like to explain thoroughly about our reorganization plan. And with more than a majority of 50% of the shareholders approving, [ EB ] leave that we will gain the support of the shareholders. And just because we will not be able to obtain 2/3 supporting votes, it does not mean that we cannot proceed with our spin-off. This is a very complicated matter. I hope I've been able to explain the situation well.
So even if you are going for a majority vote, you think there is not a possibility of the shareholders criticizing again?
We think so. And if there's a specific and bona fide proposal for other options, we are prepared to consider. These were the points I wanted to mention.
Thank you very much. Now, towards the end, Mr. Tsunakawa mentioned that put against the second proposal, that doesn't mean that it is not complete with the proposal #1. It is described on Page 11 of the document released today, Toshiba to hold the Extraordinary General Meeting of Shareholders on March 24.
Next question is from Toyo Keizai, Takahashi-san, please.
This is Takahashi of Toyo Keizai. And I'd like to add-on to the previous question and just clarify, among the 3 proposals, the second proposal is only requiring the 2/3 of voting. And for the #1 and #3, it is just a simple majority, as I understand. And based on that premise, then if the proposal 1 is rejected, then what would happen?
Now, if the shareholders says no to the 2-way split, and though this is not legally binding forces and therefore, depending upon the management's decision, the company may pursue and go ahead with that plan.
What is your stance?
Our stance is to sincerely listen to the opinions of the shareholders, and therefore, the spin-off plan and their contents could be revised or we could choose a completely different option. And we'd like to discuss after such decisions be granted seriously.
So different options, what you mean? Is that, for example, inclusive of privatization?
Yes, that included as well, all available options will be reviewed once again, in my opinion.
Next question is that earlier, you mentioned as your explanation, be it air conditioners and also, building businesses, the selling of such business was indicated at the early decision -- early timing. However, at the time of November, there were no decisions. And at this point in time, when you review the separation of the companies into Infrastructure Service Co. and Device Co., are you planning to further sell businesses to form such two group of companies?
At this point in time, we are not sure about the future. However, at this point in time, I believe that we were able to make a clear classification of focus versus non focus, and therefore, we have no further sales plan.
So there's no tentative one -- pending one as you did in the presentation back in November.
Correct.
Next Asahi Shimbun, Uchiyama-san, please.
This is Uchiyama from Asahi, the newspaper. Can you hear me?
Yes.
Well, I would like to ask about the governance. And Tsunakawa-san gave explain about the development structure, and that is continuously considered by the Remuneration Committee. But by the end of March, and the Chair of the Board as well as the Audit Committee to be supplemented, in other words, you are going to, just like outside directors and ask for shareholder approval at the March. But you only have a proposal 1 from the company. And so at the EGM in March, you don't intend to raise the proposal in regards to selection of directors. That's the first point.
And also, together with that and the delays at Toshiba over the last year, various things have changed. And the shedding in value, so a lot many people are willing to take on that position. But Tsunakawa-san, yourself, with the Nomination Committee and the directors, what type of communication are you engaging? Why is the selection process being delayed? Could you explain what type of communication you're engaged in?
Also, Tsunakawa-san you're provisional, but you've been in this position for a year. And by this provisional, this structure becoming more prolonged, do you feel that this is not going to lead to issues in terms of governance or do you feel that there are impact there? And if you could share with us your thoughts in regards to that impact?
No. Nomination Committee is currently studying this, as they have indicated. In regards to the Board structure, we do not have a proposal at EGM in March. So we expect that to be proposed in June for the AGM. And the reason why there is a delay here, spinoff, the new -- the shape, a new company structure has been determined. So spin-off, the new structure is taking into consideration to identify the management with the right expert knowledge. And we're also -- are considering external hires as well. That's the reason it's taking some time. As for my position, the same response, Nomination Committee is responsible for making that decision. And so until the -- my successor is selected, I want to continue to serve my role at the best of my ability.
Just I want to confirm, you have adjusted, you said, improved from 3-ways split to 2-way split, and you said you're going to continue to make improvement. So the management plan and the split or whatever, every time that those changes are made, do you have to go through changing the set process for selecting the directors?
And Tsunakawa-san, your position, in regards to your responsibility as CEO, you said that you've left that to the Nomination Committee, but yourself, as -- do you -- are you thinking of stepping down at certain point in time?
Well, in regards to my position, I've left it entirely up to the Nomination Committee. So there is nothing more to say on that point. In regards to the 3-way split or 2-way split. Now whether it be with a 3-way split or 2-way split, our core business, one, is the Energy Service and Infrastructure and also, the Semiconductor. The intent to grow the core business, this has not changed at all the 3-way or 2-way split. And so the Nomination Committee is looking at these 3 core operations and what type of structure is needed to enable them to grow. So the same type of mindset is still adopted.
So I want to just confirm, in your first explanation, because there was a split plan, there was a delay in the selection of the directors, but you're not saying that. And so Infrastructure or the core operation, you're selecting people with the expected knowledge. And you're just saying that the process for selecting these people has been delayed?
Yes. And we also are looking outside the company, so that we are able to do a broad-range search, and that is leading to extended time.
Thank you very much. There are two people raising their hands.
[indiscernible].
This is Abe from TV Tokyo. Can you hear me?
Yes, we can hear you.
I have a question to President Tsunakawa. Once again, not 2/3, but you have decided to go for a majority vote. What is the aim of it? The condition -- You mentioned that you end up emphasizing too much the intents of the majority shareholders too much if you go for a 2/3 vote. Could you please elaborate on this point? If you purely wish to confirm the intent of the shareholders, it seems as though it's better for you to go for a 2/3 vote. Is it because you are not confident? What other reasons are there?
Basically, as I mentioned before, this resolution is not a legally binding resolution. And a legally binding resolution will take place in the annual general shareholders meeting to be held in 2023. If 60% of the shareholders' vote in favor, if it's a 2/3 vote, it means that the proposal will not be passed, which means that the 60% of the shareholders who voted in favor, their intent will not become effective. That is what I wanted to say.
Another point, if I may. And you mentioned before that you explained thoroughly and in detail to the employees. The noncore businesses, the employees of subsidiaries working. The employees of -- the employees working for subsidiaries positioned as the noncore businesses, how are they responding?
That will be the elevator business, lighting business as well as air conditioning business. These are very important businesses for society. And a new partner who can invest into this business and to support future growth, that is the kind of partner we would like to find. And that option, we think is better for the growth of this business in the future.
For -- you have explained about this already to the employees?
Yes. To executives, explanation has already taken place.
And what other voices are you hearing from the employees of such businesses?
There are various voices coming up. That's how we interpret the situation. There are various voices.
Specifically, what kind of opinions?
I would like to refrain from disclosing in detail.
Roughly speaking, are they, in general, satisfied, are they convinced or are they dissatisfied, or are they asking for some improvement? I do not want to ask in detail, but what is the general tendency?
There are various voices coming up. Please understand the situation this way.
With this, we'd like to close the session from -- for the media -- members of the media.
Next, I'd like to have half an hour to take questions from institutional investors and the analysts. And those who are registered on the telephone conference system, I can raise questions.
And the first is the Japanese channel, followed by the English channel.
[Operator Instructions]
First, we will invite questions from the Japanese channel.
[indiscernible]
First, SMBC Nikko, Yoshizumi-san, please.
This is Yoshizumi of SMBC Nikko. Now, I'd like to ask questions to Mr. Hirata. Two questions. First question is that in regard to Kioxia shares. And I believe that the relevant question was raised on IR Day. And for the collateral set on the Kioxia shares, are there any elements or conditions so that Toshiba will be relieved from the obligations of collateral? For example, in the case of IPO, the collateral will be removed? And are there anything else? Because that -- it seems that there are barriers to trade transactions. And are there anything that you could remove the collateral from the Kioxia shares?
Basically, as I've explained the other day, Kioxia is having some borrowings from the financial institutions. And for that launch, Toshiba needed to provide some collaterals. And the contents of collateral is the Kioxia shares owned by Toshiba. So the Kioxia and be it Bain, what they are seeking as an IPO. Therefore, once they do IPO and they scope up responsibility, will be transferred to the other shareholders. And with that, the collateral oe lean will be terminated. So that is the context of the contract. Even -- not in the case of IPO, if other shareholders could undertake the guarantee to the loan that Kioxia has, and then Toshiba's obligation will be removed. That is all.
I understood quite well. And the second question is regarding the business performance. Now, you've downgraded the forecast the last week. So we thought that your business performance is very weak. However, the performance of the third question -- third quarter was quite robust. And yet, you have a weaker fourth quarter forecast. Now, how you incorporate the risk factors? It is a bit risk factors.
However, when we look at the business segment, it seems that there is no strong downside or the risks projected for the business. However, for eliminations and others, seems to be very negative. So are you incorporating risk in the businesses? And in the case that there are some risks being materialized, are you going to allocate the risk to each business unit? And what is the probability of expression of risk in the fourth quarter? How much of them could realize? If you have any read on that, be appreciated.
Thank you very much for your question. Basically, in each business unit, we only have slightly less than 2 months to go toward the end of this fiscal year. And therefore, some business have a very good visibility in regard to their business. And therefore, we have a very thorough forecast among us. Some businesses that may require the further stretch or the push in achieving this target. And then they are doing some cost reduction efforts or the more sales outlets or they are preparing such forecast. And on the other hand, some business units are that -- there are some unforeseeable risks that may be in the business and such business -- each business segment is forecasting such risks.
And in others and eliminations, in particular, from the subsidiary side, there are some risks that is not undertaken by our side. If you look at Page 22 and the full year forecast, there is a number compared to the previous forecast, and there is a JPY 5 billion worsening of the number towards the far right, versus previous forecast announced on November draft. We've explained this by thoroughly last week. However, in the fourth quarter of 2021 pertaining to the spin-off consultation expenses have been happening. And we started to first see some consultation expense to happen. And with that, we've incorporated some cost worsening at this juncture.
Now, in the fourth quarter, the JPY 25 billion negative impact that you are forecasting in the form of expenses. So do you think that JPY 25 billion cost will incur? So I'm referring to the others and eliminations cost, and this is about JPY 20 billion or so. I think that cost is not realistic.
No, that is not the case. Well, the versus forecast -- versus previous forecast towards the right-hand side, you see others and eliminations. There is a worsening of JPY 5 billion. And cost increases just within this range of cost in regard to the spin-off.
I understand. In regard to year-over-year, fourth quarter is to reduce JPY 20 billion in sales. What does it mean?
On that part, on the 7th of February, Mr. Hatazawa explained in their presentation. And Mr. Sato also presented on this topic. There are some research and development expenses for the future as well as some CapEx made for production. There are some expenditures happened on the side of the headquarters. Particularly, Toshiba had not replaced the system for a very long time. And in regard to the upgrading and renewing of the systems that are significant certain amount of expenses is incurring. And there will be the fourth quarter that some system will be accepted and received.
And also, as is explained, the land of Fukaya, partly, the land was already sold. However, part of the land is still remaining. And for the foil contamination of the piece of land, there might be some increase in costs, increased costs that could increase as well. And many companies are actually handing this type of models. Now, for example, PCB need to be handled in the foil, going forward, and we need to accelerate the type of issues going forward. And there might be some possibility that the fourth quarter, we may have to incur some of the costs and -- that was projected into our updated forecast.
Next question is Ezawa-san from Citigroup Securities.
Ezawa from Citigroup Securities. I have one large question, and that is related to the previous person's question. On Page 23 of the earnings result, the presentation for the fourth quarter or the full year, you have the waterfall chart. One. And it is related to the previous question is for the elimination. This is minus JPY 25 billion. So consultation fee or there are some contamination related and R&D expenditures and CapEx, and so those together, leads to the fourth quarter other than elimination.
Can those be the reason to explain that? And are you looking at some risk buffer? I want for you to confirm that. And on Page 23, and improvement in earnings power and the fixed cost for growth in the fourth quarter, more than JPY 10 billion negative, that's what that says. That's for the detail. A significant decrease vis-a-vis the third quarter. You do give some explanation in the common box above, but if you could give a supplementary comment, please?
Thank you for your question. First of all, of the others adjustment, your question was asking whether we are looking at a risk. Now, the forecast on this occasion, as I have explained before and based on my -- the sense, for other adjustments and some risk of the division company [indiscernible] a little bit, that has not been looked at as part of others and the cost for others. And overall, we have to make a downward adjustment. And so for others, and that is related to the corporate division. So R&D expenditure there, we're really going to spend that. And we scrutinized that quite thoroughly and came to this number.
And for the fourth quarter, in regards to the improvement in our earning power, and this will end up being negative. Now, in this regard, and inclusive of the division companies and because we are looking at various intent items. And so in the fourth quarter, there were positives and there were also negative in the fourth quarter. And we need to ascertain each on a per project basis to come up with the expected numbers, and that has been included in our forecast. That completes my response.
Well, and in the fourth quarter, there was going to be negative impact from decrease in ASP. Is it because of the difference in mix on the project? That's the reason it's going to be negative JPY 9.2 billion in the fourth quarter? Is this the appropriate forecast? And also, minus JPY 12.7 billion regarding fixed cost for growth and the depreciation and R&D expenditure. Can you use these factors as a reason to make up that number?
In regards to JPY 12.7 billion that you have referred to, you're right, R&D expenditure accounts for the large portion of that. And in regards to the ASP coming down, particularly in related to key DSC, there is a decrease in the average selling price, and we expect acceleration of that in the fourth quarter. And I've also explained, in regards to the intent, there are some where the mix is not that good, and we have regarded this as a decrease in ASP. So it's those that account for that.
Thank you very much. Next, UBS Securities, Yasui-san.
This is Yasui from UBS Securities. Can you hear me?
Yes, we can hear you.
I have a question to President Tsunakawa. I have two questions to President Tsunakawa and one question to Mr. Hirata. And the two questions to President Tsunakawa. First, you announced a 2-way split. It was a significant change, but the share price does not respond so much, unfortunately. Did you make this change based on the -- it seems as though you made this change based on the dialogue with the shareholders, but the share price did not respond so much. What is the opinion of -- what is the current opinion of shareholders? And maybe, there's a difference between the opinion of shareholders as well as investors who are not shareholders at the moment. If you have the same understanding, please elaborate.
And my second point is existing shareholders continue to hold Toshiba shares because they think the specials will rise. And it seems as though the option of privatization no longer exists. And as 3D mentions in the proposal, what was the price indicated when there was a privatization proposal? You have to disclose this information. Otherwise, it's difficult to judge whether really, the 2-way split plan is better than the privatization option. I'm sorry to take up this topic once again, but I would like you to kindly respond to this question.
And my question to Mr. Hirata is, you're planning an increase in free cash flow. What is the reason behind this? JPY 150 billion net income this time and this is not factoring in Kioxia, but JPY 150 billion net income. For this level of free cash flow of JPY 60 billion, is that normal? These are the 3 questions I have.
About your first point. We changed from a 3-way split to a 2-way split. We made this change or we made an improvement in our plan from 3-way split to a 2-way plan. Intrinsically, essentially, Infrastructure business and Semiconductor business, these two core businesses, we wanted to unlock the value of these 2 businesses. We wanted two definite management operation of these businesses to management with a lot of expertise. And this basic stance remains unchanged. However, as I mentioned in my presentation on Page 4, these are various benefits, and that's another reason why we changed it to a 2-way split. And I do not know why the share price is responding this way, frankly speaking. Last year, CBC proposed privatization and that suddenly pushed up the share price significantly, but share price movement involves various complicated factors.
Investors who hold Toshiba shares and investors who do not hold Toshiba shares, currently, we are focusing on a dialogue with investors who hold Toshiba shares on Tuesday and Wednesday, on the same day as when we made the announcement last week and day after we mainly held a group sessions with investors already holding Toshiba shares. And concerning privatization, the SRC strategic review committee consisting of 5 outside directors. This committee communicated with many shareholders and investors. And there was the first round, second round, three round. There were three rounds of discussions with investment plans as well. And including price, various terms and conditions were discussed. As a result, we reached the conclusion that compared with the privatization, reorganization through a 2-way split is the optimum solution. That is the conclusion reached by the Board of Directors. There is no further information that I can disclose to you.
I understand, I take note of your opinion. That point is not clear, and maybe, that is why there is this current reaction. We would like to sincerely take note of your opinion. That's all I had to say.
This is Hirata, and I would like to respond about your question about free cash flow. First of all, equity earnings from Kioxia, if that is included -- and there is no impact of equity earnings from Kioxia on free cash flow. This is not -- it's just added on to a P&L and there was no impact on the cash. In that sense, JPY 150 billion is our current net income, and the Kioxia-related equity earnings is about JPY 40 billion.
So JPY 100 billion net income and free cash flow of JPY 60 billion?
As we have been saying from before, from FY 2021, we are strengthening and placing more focus on capital investments. So we do want a net income level to remain, but we are now in a time of increasing investment, and that is why we have this situation. This concludes my response.
I have a follow-up question to Mr. Tsunakawa about your first response. There are current shareholders and there are investors who are not shareholders. Between the two, is there a significant difference in opinion? Please allow me to confirm that point. And the second point is you cannot disclose the proposed privatization price. I want to come to that point once again.
About your first point, we do not understand that there is a significant difference in opinion between the 2 types of investors. And about your second point, we understand that no specific price came up. Thank you.
Now, we'd like to undertake questions from the English channel.
[Operator Instructions]
There seems to be no questions from the English channel. So we will get back to the Japanese channel. And we'd like to ask questions from the Japanese channel.
[Operator Instructions]
It seems that there is no further questions from the Japanese channel. So it's a bit early, however, we'd like to close today's session. Thank you all very much for your participation today. Those of you who are joining via conference call, please make sure that you hang up the phone. Thank you.
[Statements in English on this transcript were spoken by an interpreter present on the live call.]