Read the summaries for the Phar-Mor and HealthSouth cases and prepare a similar summary for the Toshiba case. The summary should

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TOSHIBA: ACCOUNTING FRAUD

Anupam Mehta wrote this case solely to provide material for class discussion. The author does not intend to illustrate either effective or ineffective handling of a managerial situation. The author may have disguised certain names and other identifying information to protect confidentiality. This publication may not be transmitted, photocopied, digitized, or otherwise reproduced in any form or by any means without the permission of the copyright holder. Reproduction of this material is not covered under authorization by any reproduction rights organization. To order copies or request permission to reproduce materials, contact Ivey Publishing, Ivey Business School, Western University, London, Ontario, Canada, N6G 0N1; (t) 519.661.3208; (e) [email protected]; www.iveycases.com. Copyright © 2016, Richard Ivey School of Business Foundation Version: 2016-06-27

On July 22, 2015, Masashi Muromachi was appointed president of Toshiba Corporation (Toshiba) after the resignation of the former chief executive officer (CEO), Hisao Tanaka. Tanaka had resigned over the revelation of a JP¥151.8 billion (US$1.2 billion)1 accounting scandal that shocked the world. At a press conference, Muromachi commented on his new role: “I am strongly feeling the social responsibility of alarming and causing trouble to our 400,000 shareholders, including domestic and international investors, as well as our clients and the authorities concerned. We will devote ourselves wholeheartedly to regain your trust, and revive Toshiba under the new management.”2 Toshiba, a Japanese multinational conglomerate with net sales of ¥6.5 trillion and total assets of ¥6.2 trillion, had been widely criticized in the news for the multi- billion-dollar accounting fraud. The company’s stock prices had declined by 38 per cent since it announced the accounting probe,3 and the company had withdrawn the dividend that had been declared earlier.4 The impact of the decreased share prices and the withdrawal of the declared dividend due to the accounting scandal had been challenging for investors in the company, who had always regarded Toshiba as a reputable company. On September 30, 2015, shareholders protested at an investor meeting, questioning the company officials as to what went wrong. As the Hürriyet Daily News noted, “Nearly 2000 shareholders turned up to an investor meeting outside Tokyo, peppering a new management team with questions about the affair which led to the resignation of Toshiba’s president and seven other top executives in July.”5 The investors were wondering the same as everyone else watching the scandal unfold: How could a company with a 140-year history do this, and why? “There was no explanation of what we [wanted] to know most: why it happened and who is to blame,” said one investor.6 Understanding investors’ concerns and the damage done by the accounting fraud to Toshiba’s investors worldwide, Muromachi, the newly appointed CEO, apologized to investors: “Toshiba Corporation expresses [its] sincere apologies to our shareholders, customers, business partners, and all other stakeholders for any concern or inconvenience caused by issues relating to the appropriateness of its accounting.”7 However, investors were still haunted by the unsolved puzzle of the accounting scandal. What would the company do in response to this crisis? D

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Page 2 9B16B011 ABOUT THE COMPANY Toshiba was founded in 1938 with the merger of two firms, Shibaura Seisaku-sho (established in 1875) and Tokyo Denki (established in 1890). The Toshiba Group expanded and was driven by a combination of acquisitions and organic growth in the 1940s and 1950s. The company name was officially changed to Toshiba Corporation in 1978. Since then, Toshiba, headquartered in Tokyo, Japan, had dealt in various products and services, including information technology equipment and systems, industrial and social infrastructure systems, electronic components and materials, consumer electronics, office equipment, household appliances, lighting, and logistics.8 As of March 31, 2015, the company’s financial and stock data included common stock valued at ¥439 billion and net sales of ¥6.7 trillion (US$55 billion), with 4 billion shares issued.9 The company employed approximately 200,000 people.10 Toshiba marketed itself as committed to improving the quality of life for all people and ensuring progress in the world community.11 Domestically, Toshiba was listed on the Tokyo Stock Exchange (TSE), Nagoya Stock Exchange, and Osaka Securities Exchange. As of March 2015, Toshiba had diversified into energy and infrastructure, community solutions, healthcare systems and services, electronic devices and components, lifestyle products and services, and others. FINANCIAL PERFORMANCE Financial Performance before 2008 Toshiba had enjoyed good overall sales and performance until 2008, with the net sales of the company growing from ¥5.2 trillion to ¥7.2 trillion by the end of March 2008. At the beginning of 2008, Toshiba was in fourth position in the global portable personal computer market. Financial Performance, 2009–2014 During 2009, Toshiba recorded disappointing results. The company implemented action programs to improve its profitability by bringing in a ¥319.2 billion public offering to increase its capital expenditure (mainly for strategic investments). From 2009 to 2013, Toshiba’s total sales decreased from ¥6.5 trillion to ¥5.8 trillion, a fall of approximately 11 per cent. In June 2013, Hisao Tanaka was named the president and CEO of Toshiba Group, while Asotosh Nishida held the position of chairman of the board of directors. The economic growth the firm had experienced was better than the previous year, but in terms of global economic growth, issues with the external business environment persisted. For the fiscal year ending in March 2014, all business segments showed better sales and growth; as a result, the overall net sales of the company increased to ¥6.5 trillion, up from ¥5.8 trillion in the year ending March 2013. The operating income rose to ¥290 million, an increase of 47 per cent, for the same period (see Exhibits 1, 2, and 3). Financial Performance, Q1 2015 For the first quarter of the financial year ending March 31, 2015, the net sales of the company stood at ¥1,349 billion. In terms of operating income, the company incurred an operating loss of ¥11 billion, leading to a net income (loss) attributable to shareholders amounting to ¥12.3 billion.12 D

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Page 3 9B16B011 THE FACTS OF THE ACCOUNTING FRAUD On February 12, 2015, Toshiba received an order from the Securities and Exchange Surveillance Commission (SESC) to allow a disclosure inspection with respect to some projects in which a percentage of completion method of accounting, among other methods, was used (see Exhibit 4). The Japanese market regulator investigated Toshiba’s accounting methods under the authority granted by Article 177 of the Financial Instruments and Exchange Act.13 The SESC’s investigation was launched in response to a whistleblowing tip, the details of which were never disclosed. It was then unclear whether the irregularities were due to errors or were deliberate. Technology experts helped to recover deleted and old email messages that connected Toshiba with accounting fraud. The recovered emails contained messages suggesting the use of misleading practices, confirming that the irregularities were not simply errors: they were intentional manipulations. An internal investigation committee was set up by Toshiba to investigate the company’s book of accounts from financial year (FY) 2009 through the third quarter of FY2014. FY2008 was also included, but as a comparison year for the FY2009 securities report.14 When the committee revealed the various fraudulent distortions across various Toshiba companies, Toshiba had no other choice but to establish an independent investigation committee, which first met on May 8, 2015. The independent investigation committee consisted of members from outside the company, as opposed to the company-appointed members of the internal committee. The problem was identified as accounting fraud when investigators found evidence of overstated profits in various Toshiba business units, including the visual products unit, the personal computer unit, and the semiconductor unit. It was found that the total amount of contract costs was underestimated, and contract losses were not recorded in a timely manner. The fraud had began under CEO Atsutoshi Nishida in 2008, in the middle of the global financial crisis, which had drastically reduced Toshiba’s profitability.15 The fraud had evidently continued with the same intensity under the next CEO, Norio Sasaki. In June 2013, Hisao Tanaka, a long-time manager of procurement and manufacturing in Toshiba’s consumer electronics division, was promoted to the position of president and CEO. As part of his management strategy, Tanaka pushed his employees to meet their budget targets.16 The fraud continued under Tanaka in this budget- conscious environment, and eventually ended in scandal. Toshiba had a policy of personnel rotation after every few years, which had complicated (and perhaps facilitated) the fraud issue. Due to this policy, by the time a project was finished, the person who initiated it was gone and his or her successor was held responsible for the losses of the project, if any. This system led to making immediate goals a priority, even if it meant taking orders at a loss. In one of Toshiba’s manufacturing contracts, the cost of the ordered work was expected to exceed the negotiated price; however, the company did not record a provision on the balance sheet for any loss-making contracts. In another project, Toshiba exaggerated its cost reductions. A review of the contract work concluded that ¥1.7 billion could be shed in costs; however, in reality, the costs were only reduced by ¥100 million.17 To meet its profit targets, Toshiba implemented a plan to carry over and overstate profits by adjusting profits and losses—a practice that had been going on since 2008. It was determined that Toshiba used a cash-based method for its accounting instead of using the accrual method. The company had also requested that its vendors issue postdate invoices in order to show those expenses in the next quarter, even though the expenses D

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Page 4 9B16B011 had already been incurred. The company had also failed to record some items, such as valuation losses, loan loss allowances, and so on.18 Eight of the 16 members of the board resigned after the fraud became known.19 TOSHIBA’S CORPORATE CULTURE According to a summary of the investigator’s report, “Toshiba had a corporate culture in which management decisions could not be challenged.” The investigation report further stated that “[e]mployees were pressured into inappropriate accounting by postponing loss reports or moving certain costs into later years.” Toshiba’s accounting fraud occurred less than four years after the Olympus Corporation scandal with accounting fraud.20 In light of these instances of fraud in Japan, Japan’s finance minister, Taro Aso, called the accounting fraud at Toshiba “very regrettable” and “a blow to the country’s efforts to regain the confidence of global investors.” He also added, “If [Japan] fails to implement appropriate corporate governance, it could lose the market’s trust.”21 THE SITUATION BY SEPTEMBER 2015 The fraud was detected on July 21, 2015, and showed overstated earnings of ¥152 billion. On August 3, 2015, Toshiba was removed from the Dow Jones Sustainability World Index.22 Toshiba planned to decide in late September how to punish its non-executives who were caught in the fraud. To prevent the reoccurrence of such a situation, Toshiba said that it would scrap its monthly president’s meetings, where employees were told by top management to achieve unrealistic targets.23 The company also decided to sell some of its assets to recover part of the funds lost to the fraud. By September 29, 2015, Toshiba’s shares were at ¥292.8,24 a signficiant decrease from the peak stock price of ¥539.9, attained in December 2014.25 Mark Newman, an analyst at Sanford Bernstein, said that the financial impact was likely to be manageable because of Toshiba’s flash-memory business. That business supplied smartphone makers such as Apple Inc., and was expected to provide a majority of the company’s operating profit in the current year.26 Yoshihiro Nakatani, a senior fund manager at Asahi Life Asset Management, had recommendations for Toshiba:

They need to change into a more transparent organization, which could mean the executives stepping down and bringing more outside directors. . . . There is an increasing chance of a downgrade. . . . Concerns are mounting that this will begin to affect the company’s relationship with financial institutions.27

On September 14, 2015, the TSE, under its Securities Listing Regulations, designated the shares of the company as “Securities on Alert,” effective September 15, 2015. The TSE required payment from the company in the amount of ¥91.2 million as a listing agreement violation penalty.28 The fears of Toshiba’s shareholders intensified. What were the reasons behind this accounting fraud? What would its implications be?

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Page 5 9B16B011

EXHIBIT 1: CONSOLIDATED STATEMENTS OF INCOME, TOSHIBA GROUP (¥ BILLIONS)

Note: Financial data reported for financial year ended March 31st. Source: Toshiba, Annual Report: Financial Review, 2008–2014, accessed September 25, 2015, www.toshiba.co.jp/about/ir/en/finance/ar.

EXHIBIT 2: CONSOLIDATED STATEMENTS OF INCOME, TOSHIBA GROUP (¥ MILLIONS)

Assets 2009 2010 2011 2012 2013 2014

Current assets 2,720,631 2,761,606 2,799,668 3,009,513 3,160,440 3,209,224

Long-term receivables and investments

534,853 622,854 660,380 701,225 706,188 664,646

Property, plant, and equipment

1,089,579 978,726 900,205 851,365 884,680 960,035

Other assets 1,108,162 1,087,987 1,019,066 1,190,634 1,348,694 1,407,718

Total assets 5,453,225 5,451,173 5,379,319 5,752,737 6,100,002 6,241,623

Liabilities and equity 2009 2010 2011 2012 2013 2014

Short-term debt 1,033,884 257,364 311,762 326,141 433,128 203,523

Other current liabilities

2,033,889 2,231,081 2,186,547 2,343,421 2,304,311 2,388,523

Total current liabilities 3,067,773 2,488,445 2,498,309 2,669,562 2,737,439 2,592,046

Long-term debt 776,768 960,938 769,544 909,620 1,038,448 1,184,864

Other long-term liabilities

849,403 874,168 931,850 943,344 908,038 812,386

Total long-term liabilities 1,626,171 1,835,106 1,701,394 1,852,964 1,946,486 1,997,250

Equity attributable to shareholders of Toshiba Corporation

447,346 797,455 868,119 863,481 1,034,268 1,229,066

Equity attributable to non- controlling interests

311,935 330,167 311,497 366,730 381,809 423,261

Total liabilities and equity

5,453,225 5,451,173 5,379,319 5,752,737 6,100,002 6,241,623

Note: Financial data reported for financial year ended March 31st. Source: Toshiba, Annual Report: Financial Review, 2008–2014, accessed September 25, 2015, www.toshiba.co.jp/about/ir/en/finance/ar.

Net sales, operating income (loss), net income (loss)

2009 2010 2011 2012 2013 2014

Net sales 6,364,800 6,129,900 6,270,700 5,994,300 5,727,000 6,502,500

Cost of sales 5,103,905 4,710,778 4,781,880 4,538,563 4,313,956 4,854,349

Selling, general, and administrative expenses

1,493,754 1,301,472 1,250,128 1,253,156 1,215,289 1,357,430

Operating income (loss) −232,859 117,600 238,700 202,600 197,700 290,800

Income (loss) from continuing operations −259,677 27,200 194,700 145,400 159,600 180,900

Income taxes 61,562 33,534 407,200 64,200 59,315 96,299

Net income (loss) attributable −343,559 −19,700 137,800 70,100 77,400 50,800

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Page 6 9B16B011

EXHIBIT 3: CONSOLIDATED STATEMENT OF CASH FLOWS, TOSHIBA GROUP (¥ MILLIONS)

Cash flows 2009 2010 2011 2012 2013 2014

Net cash provided by (used in) operating activities −16,011 451,445 374,084 334,997 132,316 286,586

Net cash used in investing activities −335,308 −252,922 −214,700 −377,227 −196,347 −246,555

Free cash flows† −351,319 198,523 159,384 −42,230 −64,031 40,031

Net cash provided by (used in) financing activities 478,452 −277,861 −154,716 −240 41,772 −89,309

Effect of exchange rate changes on cash and cash equivalents

−31,989 2,994 −13,277 −2,065 17,123 11,449

Net increase (decrease) in cash and cash equivalents 95,144 −76,344 −8,609 −44,535 −5,136 −37,829

Cash and cash equivalents at beginning of year 248,649 343,793 267,449 258,840 214,305 209,169

Cash and cash equivalents at end of year 343,793 267,449 258,840 214,305 209,169 171,340

† Free cash flow = Net cash provided by operating activities + Net cash used in investing activities Note: Financial data reported for financial year ended March 31st. Source: Toshiba, Annual Report: Financial Review, 2008–2014, accessed September 25, 2015, www.toshiba.co.jp/about/ir/en/finance/ar.

EXHIBIT 4: PERCENTAGE OF COMPLETION METHOD OF ACCOUNTING This method of accounting recognizes a portion of revenue associated with a long-term contract in each accounting period of construction or production under the contract. The percentage of completion is typically estimated by dividing the total construction costs incurred to date by the total estimated costs of the contract or job.

%

Total estimated revenue, or gross profit, is then multiplied by this percentage of completion to derive the total revenue or gross profit that has been earned to date.

% Percentage of completion follows the accrual principle of accounting and matches expenses with related revenue. Source: Roman L. Weil, Katherine Schipper, and Jennifer Francis, Student Solutions Manual to Financial Accounting: An Introduction to Concepts, Methods, and Uses, 14th. ed. (Mason, OH: Cengage Learning, 2014).

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Page 7 9B16B011 ENDNOTES

1 All currency amounts are in Japanese yen (¥) unless otherwise specified;JP¥1 = US$0.0082 on October 5, 2015. 2 Michal Addady, “Toshiba’s Accounting Scandal Is Much Worse than We Thought,” Fortune, September 8, 2015, accessed September 12, 2015, http://fortune.com/2015/09/08/toshiba-accounting-scandal. 3 Pavel Alpeyev and Takashi Amano, “Toshiba Executives Resign over $1.2 Billion Accounting Scandal,” Bloomberg, July 21, 2015, accessed September 17, 2015, www.bloomberg.com/news/articles/2015-07-21/toshiba-executives-resign-over-1-2- billion-accounting-scandal. 4 “Toshiba Cancels Dividend over Accounting Probe,” RTÉ News, May 11, 2015, accessed September 16, 2015, www.rte.ie/news/business/2015/0511/700223-toshiba-accounting-dividend. 5 “Toshiba Management Faces Investor Wrath over Accounting Scandal,” Hürriyet Daily News, September 3, 2015, accessed September 16, 2015, www.hurriyetdailynews.com/toshiba-management-faces-investor-wrath-over-accounting-scandal- .aspx?pageID=238&nID=89184&NewsCatID=345. 6 “Toshiba Investors Still Puzzled about Bad Books,” Nikkei Asian Review, July 2, 2015, accessed October 14, 2015, http://asia.nikkei.com/magazine/20150702-ASIA-S-STARTUPS-SWITCHED-ON/Business/Toshiba-investors-still-puzzled- about-bad-books. 7 Masashi Muromachi, Toshiba, “Toshiba's New Management Team Is Determined to Regain Your Trust,” message from the president, accessed October 14, 2015, www.toshiba.co.jp/worldwide/about/message.html. 8 “Companies,” Toshiba, accessed December 2, 2015, www.toshiba.co.jp/worldwide/about/company/index.html. 9 “Corporate Data,” Toshiba, accessed December 8, 2015, www.toshiba.co.jp/worldwide/about/corp_data.html. 10 “Company Overview,” Toshiba, accessed June 17, 2016, http://toshiba.semicon-storage.com/us/company/taec/company- overview.html. 11 “Corporate Philosophy,” Toshiba, accessed December 10, 2015, www.toshiba.co.jp/csr/en/policy/aim.htm. 12 Toshiba, Annual Report: Financial Review, 2015, accessed September 25, 2015, www.toshiba.co.jp/about/ir/en/finance/ar. 13 Kin'yū shōhin torihiki-hō [Financial Instruments and Exchange Act], Act No. 25 of 1948, Japan, accessed June 16, 2016, www.fsa.go.jp/common/law/fie01.pdf. 14 Toshiba, “Notice on Media Coverage of Investigation on Appropriateness of Toshiba’s Accounting,” press release, July 4, 2015, accessed October 5, 2015, www.toshiba.co.jp/about/ir/en/news/20150704_1.pdf. 15 Tyler Durden, “Japan Inc. Rocked by Massive Accounting Fraud: Toshiba CEO Quits After Admitting 7 Years of Cooked Books,” ZeroHedge, July 21, 2015, accessed October 5, 2015, www.zerohedge.com/news/2015-07-21/japan-inc-rocked-massive- accounting-scandal-toshiba-ceo-quits-after-admitting-7-year. 16 Richard Trenholm, “Toshiba CEO Quits as Accounting Scandal Adds Up to $1.22 Billion,” CNET, July 21, 2015, accessed December 11, 2015, www.cnet.com/news/toshiba-ceo-quits-over-1-22bn-accounting-scandal. 17 Independent Investigation Committee for Toshiba Corporation, Investigation Report: Summary Version (Tokyo: Toshiba Corporation, July 20, 2015), accessed June 17, 2016, www.toshiba.co.jp/about/ir/en/news/20150725_1.pdf. 18 “Toshiba Accounting Scandal Snowballs to 24 Cases, ¥54.8 Billion,” Japan Times, June 13, 2015, accessed October 5, 2015, www.japantimes.co.jp/news/2015/06/13/business/corporate-business/toshiba-accounting-scandal-snowballs-to-24-cases- %C2%A554-8-billion/#.VjAsVbcrLIV. 19 Durden, op. cit. 20 Three executives from Olympus Corporation pleaded guilty to accounting fraud, covering up losses of US$1.7 billion over 13 years; Terje Langeland, “Olympus Sued for $273 Million After 13-Year Fraud,” Bloomberg, April 9, 2014, www.bloomberg.com/news/articles/2014-04-09/olympus-sued-for-273-million-after-13-year-fraud. 21 Sean Farrell, “Toshiba Boss Quits over £780m Accounting Scandal,” Guardian, July 21, 2015, accessed December 2, 2015, www.theguardian.com/world/2015/jul/21/toshiba-boss-quits-hisao-tanaka-accounting-scandal. 22 S & P Dow Jones Indices, McGraw Hill Financial, “Toshiba Corporation to be Removed from Dow Jones Sustainability Index,” press release, July 27, 2015, accessed December 12, 2015, www.sustainability-indices.com/images/150727-statement-toshiba- exclusion-vdef.pdf. 23 “Toshiba Unveils More Exec Pay Cuts over Accounting Scam,” Japan Times, July 30, 2015, accessed December 11, 2015, www.japantimes.co.jp/news/2015/07/30/business/corporate-business/toshiba-unveils-pay-cuts-affecting-16-execs-accounting-scam. 24 The highest value for Toshiba shares was ¥539.9 on December 5, 2014. The lowest value as of the time of writing was ¥158.0 on February 12, 2016. (Toshiba Corporation, “Tokyo Stock Quote—Toshiba Corp.,” Bloomberg, accessed June 16, 2016. 25 “Toshiba Corp. 6502.JP,” Wall Street Journal, accessed December 10, 2015, http://quotes.wsj.com/JP/6502. The highest value for Toshiba shares was ¥539.9 on December 5, 2014. The lowest value as of the time of writing was ¥158.0 on February 12, 2016. 26 Eric Pfanner, “Toshiba Still Struggles with Fukushima Impact,” Wall Street Journal, June 22, 2015, accessed June 17, 2016, www.wsj.com/articles/toshiba-still-struggles-with-fukushima-impact-1434998874. 27 “Toshiba Chiefs to Quit as Panel Finds ‘Organized’ Accounting Fraud: Sources,” Japan Times, July 16, 2015, accessed December 10, 2015, www.japantimes.co.jp/news/2015/07/16/business/corporate-business/toshiba-chiefs-quit-panel-finds- organized-accounting-fraud-sources. 28 Toshiba, “Notice on Designation of Toshiba Shares as ‘Securities on Alert’ and Imposition of Listing Agreement Violation Penalty,” press release, September 14, 2015, accessed December 12, 2015, www.toshiba.co.jp/about/ir/en/news/20150914_1.pdf.

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