Announcement Regarding the Company Split (Simplified Absorption-Type Company Split) with a Consolidated Subsidiary

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April 7,2022

KDDI Corporation

At the Board of Directors meeting held on April 7, 2022, KDDI decided to split off its management business and its business of planning, proposing, and executing business strategies for subsidiary companies [Jump to the applicable section1] related to the energy business (the "Subsidiary Companies") into a wholly owned consolidated subsidiary called au Energy Holdings Corporation (the "Shareholder Preparatory Company"), as well as to split off its business related to electrical power retail and other activities into a wholly owned consolidated subsidiary called au Energy & Life, Inc. (the "Business Preparatory Company"), through an absorption-type corporate split (the "Company Split") with a planned effective date of July 1, 2022. Plans call for an absorption-type company split agreement creating the Shareholder Preparatory Company and the Business Preparatory Company (the "Preparatory Companies") to be concluded with each company on April 21, 2022.
Furthermore, a portion of the disclosure-related matters and content have been omitted because it is a simplified absorption-type company split where the business will be split off into a wholly owned subsidiary of KDDI.

I. About the Company Split

1. Purpose of the Company Split

The Company is working to expand its energy business ever since it joined the electrical power retail business following the electrical power retail market being opened for competition in April 2016.

The business landscape for energy is expected to undergo changes in light of efforts to realize a decarbonized society. To this end, we decided to cause the Shareholder Preparatory Company, which is the Company's consolidated subsidiary, to succeed to the businesses described above, to create a separate and independent business from the Company, and to accelerate decision making and business expansion at the Subsidiary Companies through the Company Split. As a result, we are working to rapidly respond to shifts in the business landscape and to provide dynamic services that match customer demand while maintaining our electricity retail service as a core operation, thereby achieving business growth.

2. Summary of the Company Split

  • (1)

    Schedule of the Company Split

    • Date of resolution by the board of directors of the Company:
      April 7, 2022
    • Date of resolution by the board of directors of the Shareholder Preparatory Company:
      April 21, 2022 (scheduled date)
    • Date of resolution by the board of directors of the Business Preparatory Company:
      April 21, 2022 (scheduled date)
    • Date of execution of the Company Split agreement:
      April 21, 2022 (scheduled date)
    • Date of Company Split (effective date):
      July 1, 2022 (scheduled date)
  • (2)

    Method of the Company Split

    This is an absorption-type split with KDDI as the company to be split and each of the Preparatory Companies as the company absorbing the operations to be split off.

  • (3)

    Details of the Allocation relating to the Company Split

    No allocation of shares or other payment will be made for the Company Split.

  • (4)

    Treatment regarding Share Options and Bonds with Share Options Associated with the Company Split

    KDDI has not issued any share options or bonds with share options.

  • (5)

    Stated Capital Increased or Decreased due to the Company Split

    There will be no increase or decrease in the Company's stated capital due to the Company Split.

  • (6)

    Rights and Obligations Succeeded to by the Succeeding Company

    Upon the Company Split, the Shareholder Preparatory Company will succeed to the management business, including funds management, pertaining to the Subsidiary Companies operated by the Company, and the business of planning, proposing, and executing business strategies related to the Subsidiary Companies; and the Shareholder Preparatory Company will succeed to what is defined in the absorption-type company split agreement among the assets (including stock in the Business Preparatory Company and ENERES Co.,Ltd.), liabilities, and other rights, obligations, and contractual statuses retained by the Company and related to the management business in question immediately before the Company Split becomes effective.
    Upon the Company Split, the Business Preparatory Company will succeed to the electrical power retail business operated by the Company, and business related to serving as a proxy or other actions in concluding retail service agreements with regard to electricity and gas; and the Business Preparatory Company will succeed to what is defined in the absorption-type company split agreement among the assets, liabilities, and other rights, obligations, and contractual statuses retained by the Company and related to the retail business in question immediately before the Company Split becomes effective.

  • (7)

    Prospect of Fulfillment of Obligations

    We have determined that there will be no impediment to the fulfillment of obligations payable by Preparatory Companies, on or after the effective date of the Company Split.

3. Outline of the Companies Involved in the Company Split (Splitting Company is as of the end of March 2022 (however, for (9) only, as of the end of September 2021), Succeeding Company is as of April 6, 2022)

Splitting CompanySucceeding Company
(1) Name KDDI Corporation au Energy Holdings Corporation
(2) Location of the Head Office 2-3-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo 3-10-10 Iidabashi, Chiyoda-ku, Tokyo
(3) Name and Title of the Representative Makoto Takahashi, President Koichiro Nakagiri, President and Representative Director
(4) Summary of Business Telecommunications business Management business, including funds management, pertaining to the Subsidiary Companies, and the business of planning, proposing, and executing business strategies related to the Subsidiary Companies
(5) Stated Capital 141,852 million yen 100 million yen
(6) Date of Establishment June 1, 1984 April 6, 2022
(7) Number of Issued Shares 2,304,179,550 shares 4,000 shares
(8) Fiscal Year-End March 31 March 31
(9) Major Shareholders and Shareholding Ratio KYOCERA Corporation 14.54%
The Master Trust Bank of Japan, Ltd. (trust account) 14.17%
Toyota Motor Corporation 13.74%
Custody Bank of Japan, Ltd.
(trust account) 5.85%		 KDDI Corporation 100%
Splitting CompanySucceeding Company
(1) Name KDDI Corporation au Energy & Life, Inc.
(2) Location of the Head Office 2-3-2 Nishi-Shinjuku, Shinjuku-ku, Tokyo 3-10-10 Iidabashi, Chiyoda-ku, Tokyo
(3) Name and Title of the Representative Makoto Takahashi, President Hideki Kajikawa, President and Representative Director
(4) Summary of Business Telecommunications business Electrical power retail business, and business related to serving as a proxy or other actions in concluding retail service agreements with regard to electricity and gas
(5) Stated Capital 141,852 million yen 100 million yen
(6) Date of Establishment June 1, 1984 April 6, 2022
(7) Number of Issued Shares 2,304,179,550 shares 4,000 shares
(8) Fiscal Year-End March 31 March 31
(9) Major Shareholders and Shareholding Ratio KYOCERA Corporation 14.54%
The Master Trust Bank of Japan, Ltd. (trust account) 14.17%
Toyota Motor Corporation 13.74%
Custody Bank of Japan, Ltd.
(trust account) 5.85%		 KDDI Corporation 100%

(10) Financial Condition and Business Results for the Latest three Year

KDDI Corporation (International Financial Reporting Standards) (consolidated)
Fiscal TermFiscal year ended March 2019Fiscal year ended March 2020Fiscal year ended March 2021
Equity attributable to owners of the parent (million yen) 4,183,492 4,384,424 4,759,720
Total assets (million yen) 7,330,416 9,580,149 10,535,326
Equity per share attributable to owners of the parent (yen) 1,779.41 1,906.35 2,091.82
Operating revenue (million yen) 5,080,353 5,237,221 5,312,599
Operating income (million yen) 1,013,729 1,025,237 1,037,395
Profit for the year before income tax (million yen) 1,010,275 1,020,699 1,038,056
Profit for the year attributable to owners of the parent (million yen) 617,669 639,767 651,496
Basic earnings per share (yen) 259.10 275.69 284.16
au Energy Holdings Corporation (Japanese GAAP) (non-consolidated)
Total equity (million yen) 200
Total assets (million yen) 200
Equity per share (yen) 50,000
au Energy & Life, Inc. (Japanese GAAP) (non-consolidated)
Total equity (million yen) 200
Total assets (million yen) 200
Equity per share (yen) 50,000
  • Note:
    Because no immediately preceding fiscal year exists for the Preparatory Companies, we have only included balance sheet items as of the date of their establishment.

4. Outline of the Splitting Business Sectors

  • (1)

    Details of Business of the Splitting Sectors

    • Shareholder Preparatory Company
      Management business, including funds management, pertaining to the Subsidiary Companies, and the business of planning, proposing, and executing business strategies related to the Subsidiary Companies
    • Business Preparatory Company
      Electrical power retail business, and business related to serving as a proxy or other actions in concluding retail service agreements with regard to electricity and gas
  • (2)

    Business Results of the Splitting Sectors

    • Shareholder Preparatory Company
      No operating revenue in the business within the splitting department.
    • Business Preparatory Company
      Operating revenue: ¥182,062 million *Fiscal year ended December 31, 2021 (April 1, 2021-December 31, 2021)
  • (3)

    Items and Book Values of the Splitting Assets and Liabilities

    • Shareholder Preparatory Company

      (Unit: millions of yen)
      AssetsLiabilities
      ItemsBook valuesItemsBook values
      Assets 48,464 Liabilities -

    • Business Preparatory Company

      (Unit: millions of yen)
      AssetsLiabilities
      ItemsBook valuesItemsBook values
      Assets 36,060 Liabilities 28,971
  • Note:
    Because the amounts stated above are calculated in consideration of only the important increases and decreases that are expected to occur until the effective date on the basis of the balance sheet as of December 31, 2021, the actual split amounts will be values based on adjustments made to the values above based on other increases and decreases that occur before the effective date.

5. Status after the Company Split

There will be no change in the name, Head Office location, position or name of the representative, business, stated capital, or fiscal term of KDDI, which is the company to be split, as a result of the Company Split.

6. Future Outlook

The impact of the Company Split on KDDI's consolidated operating results will be minor because it is a corporate split in which KDDI and its wholly owned subsidiaries form business companies.

(Note) Forecast of consolidated financial results for the current fiscal year and consolidated financial results for the previous fiscal year (million yen)

Operating revenueOperating incomeProfit for the year attributable to owners of the parentBasic earnings per share (yen)
Forecast of consolidated financial results for the current fiscal year
(FY2022.3)		 5,350,000 1,050,000 655,000 292.68
Consolidated financial results for the previous fiscal year
(FY2021.3)		 5,312,599 1,037,395 651,496 284.16

Disclosure Material: pdfファイルをダウンロードしますAnnouncement Regarding the Company Split (Simplified Absorption-Type Company Split) with a Consolidated Subsidiary (82KB)

  • [1]
    ENERES Co.,Ltd. and au Energy & Life, Inc.
  • The information contained in the articles is current at the time of publication.
    Products, service fees, service content and specifications, contact information, and other details are subject to change without notice.