FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June, 2005
Commission File Number 2 - 68279
RICOH COMPANY, LTD.
-----------------------------------------------
(Translation of Registrant's name into English)
15-5, Minami-Aoyama 1-Chome, Minato-ku, Tokyo 107-8544, Japan
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(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F __
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): __ )
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): __ )
(Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
Yes __ No X
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-__ )
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Ricoh Company, Ltd.
------------------------------
(Registrant)
By: /S/ Etsuo Kobayashi
------------------------------
Etsuo Kobayashi
Executive Vice President
General Manager of
Personnel Division
June 7, 2005
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$$/BREAK/SECTION=TX/ELEMENT=1
/NOPRE/NOPOST/NOFOLIO/$$END
(TRANSLATION)
June 7, 2005
NOTICE OF
105TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder,
The Company would hereby like to inform you that the 105th ordinary general
meeting of shareholders will be held as follows, and would be grateful if you
could attend the meeting.
Those who will not be able to attend the meeting on the day are kindly requested
to consider appended "Reference Material for Exercising Voting Rights" and
indicate on the voting form enclosed herewith your approval or disapproval of
the matters to be resolved, and return the form bearing your registered seal or
signature to us. Your voting right can also be exercised via the Internet
(http://www.web54.net). Please submit your voting right no later than Monday,
June 27, 2005.
Yours faithfully,
Masamitsu Sakurai, President
Ricoh Company, Ltd.
1-3-6 Nakamagome, Ohta-ku, Tokyo
1. DATE AND TIME: Tuesday, June 28, 2005, from 10:00 a.m.
2. VENUE: Ricoh's registered head office:
1-3-6 Nakamagome, Ohta-ku, Tokyo
3. MEETING AGENDA:
ITEMS TO BE REPORTED 1. The Business Report, Consolidated Balance Sheets
and Consolidated Statements of Income as well as
the results of auditing consolidated financial
statements by accounting auditors and the Board of
Corporate Auditors for the fiscal year ended
March 31, 2005 (April 1, 2004 to March 31,
2005).
2. The Non-Consolidated Balance Sheets and
Non-Consolidated Statements of Income for the
fiscal year ended March 31, 2005, and the
acquisition of treasury shares by resolution of
the Board of Directors in accordance with the
authorization provided in the Company's Articles
of Incorporation.
ITEMS TO BE RESOLVED
Agenda 1: Approval of the proposed appropriation of
retained earnings for the fiscal year
Agenda 2: Partial amendment to the Articles of Incorporation
Please see appended "Reference Material for
Exercising Voting Rights" (pages 31 through 33)
Agenda 3: Election of one (1) director
Agenda 4: Granting of retirement allowances to retiring
directors and a corporate auditor
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Shareholders are requested to fill out and submit the appended voting form at
the reception desk on the above-mentioned date.
This English translation is an abridged version of the original notice in
Japanese. In the event of any discrepancy, the Japanese version shall prevail.
- 1 -
$$/BREAK/$$END
TO OUR SHAREHOLDERS,
I would like to use this opportunity to deliver our business report to thank our
shareholders for their continuous support.
Consolidated net sales of the Ricoh Group in fiscal year 2005 (April 1,
2004 to March 31, 2005) posted Yen 1,814.1 billion, up 1.9% from the previous
year,whereas net income fell 9.4% to Yen 83.1 billion from the previous fiscal
year due to increased expenses in association with prior, strategic investments,
including sales promotion of color machines, a rise in R&D expenses, and scaling
down of some optical disk operations, as part of the strategy to select
profitable business domains on which management resources are concentrated.
With regard to dividends, an interim dividend of Yen 10 per share is
already disbursed and a dividend of Yen 10 per share at the end of the term will
be proposed (total of Yen 20.0 for the fiscal year) at the 105th Ordinary
General Meeting of Shareholders.
With the 15th mid-term business plan to start from fiscal year 2006
(April 1, 2005 to March 31, 2006), the Ricoh Group aims at achieving further
growth by reinforcing its corporate competitiveness through "creation of new
values for customers" and "establishment of highly efficient management
structures" and so respond to shareholders' expectations.
It is true that there are various uncertain factors such as economic
trends and foreign exchange fluctuations, but the Ricoh Group is determined to
do the utmost efforts to achieve consolidated net sales of Yen 1.9 trillion and
net income of Yen 97 billion in fiscal year 2006.
We humbly request for your continued support.
Sincerely,
June 2005
Masamitsu Sakurai, President
- 2 -
$$/BREAK/$$END
Reference Documents Attached to Notice of 105th Ordinary General Meeting
of Shareholders
BUSINESS REPORT FOR 105TH BUSINESS TERM
(April 1, 2004 to March 31, 2005)
(The following is an unofficial English translation of the Reports for the
105th Fiscal Year of the Company. The Company provides this translation for your
reference and convenience only and without any warranty as to its accuracy or
otherwise.)
1. OPERATING CONDITIONS
(1) OPERATING PROGRESS AND RESULTS OF THE RICOH GROUP
(a) Overview
In the fiscal year ended March 31, 2005, the Japanese economy remained steady
due to an improvement in corporate earnings and an increase in capital
investment. In the U.S., consumer spending and capital investment strengthened,
resulting in economy expansion. In Europe, the economy recovered, but the pace
was moderate hurt mainly by the strong euro. Meanwhile, the Chinese economy
maintained high growth rate as exports and investment in fixed assets continued
to increase.
Under such circumstances, the Ricoh Group strives to engender the trust
of more customers and pursues a further growth and development, by providing
customers with new values that contribute to higher productivity and knowledge
creation at work anytime, anywhere, aiming to achieve its vision of "Becoming
No. 1 in the 21st Century." To this end, we proactively promote business
activities to provide products and services to customers, who work in a new
style through broadband communications anytime, anywhere, as well as those who
work at conventional offices.
In the office equipment business--one of the Ricoh Group's core
segments--we have been pursuing "the transition from mere manufacturing and
marketing of such equipment as copiers and printers to the solution business to
support the customers' business improvement and innovation through the supply of
equipment and systems," since the launch of the 13th Medium-term Management
Plan.
We foresee that the customers' requirements to improve and innovate
their business will further proliferate. Concurrently, with installation of
digital network further prevailing and customer needs for larger volumes of
electronic and color processing of information ever increasing, it will become
an important issue for the customers to efficiently and effectively manage the
input/output, storage and retrieval of TDV (total document volume), comprising
not only copying but also printing functions.
Having recognized this trend, the Ricoh Group has set "the expansion of
our profitability by meeting customer needs for TDV" as it major strategy for
the 14th Medium-term Business Plan between April 2002 and March 2005. The key
elements of the strategy and respective aims are as follows.
(i) B to C (Black and white to Color) Transition:
To provide a full line of color products, which are comparable to
monochrome models in price and made with space-saving design, and which
satisfy the customers' needs not only for replacing monochrome machines
but also for color processing of information.
(ii) Increasing sales of high-speed machines:
To provide high-speed machines which are competitive in terms of unit
price, maintenance cost and reliability, thereby satisfying the customer
needs for effective output capability.
- 3 -
$$/BREAK/$$END
(iii) Providing full printing solutions:
To offer the best combination of copiers and printers to satisfy the
customer needs to further reduce their costs.
The results of achieving these basic strategies during the 14th
Medium-term Business Plan and in the fiscal period under review are as follows.
Responding to the B to C Transition, we launched new models of color
multi-feature machines and color laser printers one after another to reinforce
the product lineup. In the fiscal year under review, we introduced a high-speed
color multifunction copier/printer, "imagio Neo C600 Series," which produces 45
copies per minute, and color multifunction "imagio Neo C455 Series" machines
which feature higher picture quality by using color PxP toner based on Ricoh's
unique polymerization method.
As a result, the Ricoh Group could largely increase the market share in
Japan, the U.S. and Europe--major markets for color multifunction copiers.
In the low-end business printer market, the Ricoh Group released the
GELJET printer "IPSiO G Series" in the previous fiscal period, targeting
customers planning to replace other vendors' monochrome laser printers and
inkjet printers. Featuring high-speed output, high picture-quality on plain
paper and low running costs, the machine has earned a high rating as a
business-use printer.
As a result of the Ricoh Group's efforts to increase sales of high-speed
machines, high-speed digital multifunction copiers continued to do very well in
both the domestic and overseas markets, reinforcing our steady position in the
market. Last year, we also introduced high-speed digital multifunction machines
that respond to customers' growing awareness of security and environmental
protection. In the period under review, we launched the "imagio Neo 753/603
Series" high-speed digital multifunction machines, which feature the world's
first function to prevent illegal copying and the highest energy efficiency
among this class of machines, which was realized through the use of "QSU," our
proprietary energy-saving technology.
In the printing solutions sector, the Ricoh Group has steadily increased
the sales to major customers who are doing business on a global scale, due to
their high evaluation of our proposition for minimizing total expenses through
optimal combination of copiers and printers, as well as our worldwide service
and support networks. In the fiscal period under review, we began offering the
remote management service "@Remote," which enables constant monitoring via the
Internet of the condition of output machines and their use. This service is
aimed at reducing the burden of managing IT-related operations at work and total
cost of ownership (TCO), while improving the operational efficiency. We provide
this service as part of total support services, which we promote worldwide.
With the transfer completion on October 1, 2004 of all the shares of
Hitachi Printing Solutions, Ltd. to the Ricoh Group, Hitachi Printing Solutions,
Ltd. was renamed Ricoh Printing Systems, Ltd. to become a member of the Ricoh
Group. We expect synergy effects from combining high-speed, reliability and
systems technologies, which this new company has cultivated, with our various
technologies for printers and copiers. By leveraging these synergy effects, we
will increase product lineups in many fields--ranging from backbone systems to
office-use equipment--aiming to further expand our printing business.
In the fiscal period under review, net sales posted Yen 1,814.1 billion,
up 1.9% from the previous year. However, operating income decreased 9.7% to Yen
135.5 billion due to increased expenses in association with prior, strategic
investments, including promotion of color machines, a rise in R&D expenses and
scaling down of some optical disk operations, as part of the strategy to select
profitable business domains on which management resources are concentrated.
Profits before tax dropped 5.4% to Yen 135.3 billion. As a result, net income
fell 9.4% to Yen 83.1 billion.
- 4 -
$$/BREAK/$$END
(b) Segment performance
Consolidated sales by category
================================================================================
Sales Percentage
Category (billion yen) of total Change(%)
- --------------------------------------------------------------------------------
Imaging Solutions 715.0 39.4% -11.0%
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Network Input/Output Systems 670.8 37.0 20.2
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Network System Solutions 205.8 11.3 5.1
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Office Equipment Total 1,591.8 87.7 2.2
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Other Businesses 222.2 12.3 -0.1
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Total 1,814.1 100.0 1.9
================================================================================
Japan 972.9 53.6 6.4
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Overseas 841.1 46.4 -2.9
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The Americas 325.5 17.9 -0.2
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Europe 408.9 22.5 1.6
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Others 106.6 6.0 -22.4
================================================================================
.. OFFICE EQUIPMENT (up 2.2% year on year to Yen 1,591.8 billion)
In the Office Equipment sector, sales of printing systems, such as
multifunctional printers (MFPs) and laser printers, sharply increased. In
addition, sales of customer support and service continued to rise in the
solutions business. Even though the Ricoh Group's performance was affected by
intensified competition, decrease in sales of optical discs and the yen's
appreciation against the U.S. dollar, the development and expansion of
strategies for our core products proved effective, and sales remained firm in
both domestic and overseas markets. As a result, sales of Office Equipment rose
2.2% from the previous year to Yen 1,591.8 billion.
.. Imaging Solutions (down 11.0% year on year to Yen 715.0 billion) As for
digital copiers, the Company strengthened its product lineup from
standard models to high-speed models. The Company has been continuously
launching new color copiers, which are selling well particularly in
overseas markets. Due to its strategical shift to printing systems,
however, the Company saw sales of Imaging Solutions fall 11.0% from a
year earlier to Yen 715.0 billion.
.. Network Input/Output Systems (up 20.2% year on year to Yen 670.8
billion) In the Printing Systems field, the Company introduced new
products that feature higher speed, networking, and color technology to
increase sales of printing equipment that meets customer needs. With
respect to MFPs, domestic models such as "imagio Neo 752/602 series" and
color models as "imagio Neo C245" and "imagio Neo C385," and overseas
models such as "Aficio 2035/2045 series" and color models as "Aficio
2232C/2238C series" won wide acclaim from customers. As for laser
printers, sales of both monochrome and color models advanced
domestically and abroad. Ricoh Printing Systems, Ltd.--a new printer
company that the Ricoh Group acquired--contributed to the group's
earnings. Sales of GELJET printers, cost-effective color printers for
office use, also continued to rise.
Concerning Other I/O Systems, the Company streamlined the
optical disc business by reorganizing key models, such as in-house
developed drives and part units, other than media.
As a result, sales of overall Network I/O Systems, for which the
Ricoh Group promoted proactive strategies as a key business area, posted
Yen 670.8 billion, up 20.2% from the previous year.
.. Network System Solutions (up 5.1% year on year to Yen 205.8 billion)
Sales from the solutions business, including support and service,
continued to increase both in Japan and abroad, as customers welcomed
proposals to optimize their total printing costs. Demand for PC servers
began to recover in Japan. As a result, sales of Network System
Solutions increased 5.1% year on year to Yen 205.8 billion.
- 5 -
$$/BREAK/$$END
.. OTHER BUSINESSES (down 0.1% year on year to Yen 222.2 billion)
In Japan, while sales of measuring equipment in the middle of low-demand period
and semiconductors suffering from a lack of demand declined due to weak demand,
those of optical equipment and leasing were robust. Overseas, sales dropped
affected partly by sales of consolidated subsidiaries, which are engaged in
optical (analog camera)-related businesses, in the first half of the term. As a
result, sales from Other Businesses fell 0.1% from a year earlier to Yen 222.2
billion.
(2) PLANT AND EQUIPMENT INVESTMENT AND FUNDING OF THE RICOH GROUP
In the fiscal period under review, the Ricoh Group invested a total of Yen 84.7
billion (including an investment of Yen 23.3 billion by the Company) in plant
and equipment, mainly comprising the following.
(a) Major equipment and facility expansions completed during the fiscal
year:
Electronic components plant (Yashiro Plant)
Equipment-related supplies plant (Numazu Plant)
Logistics center facilities (Gotenba Plant and Numazu Plant)
(b) Major equipment and facility expansions in progress in the fiscal year:
Electronic components plant (Yashiro Plant)
Equipment-related supplies plant (Numazu Plant)
Ricoh Leasing Co., Ltd. procured funds amounting to Yen 65.1 billion
through borrowings, and Yen 18.0 billion through corporate bond issue.
(3) TRANSITION OF OPERATING RESULTS AND ASSETS OF THE RICOH GROUP AND THE
COMPANY
(a) Transition of operating results and assets of the Ricoh Group
(Billions of yen; except for net income per share)
================================================================================
Fiscal year Fiscal year Fiscal year Fiscal year
ended ended ended ended
Items March 2002 March 2003 March 2004 March 2005
- --------------------------------------------------------------------------------
Net sales 1,672.3 1,738.3 1,780.2 1,814.1
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Profits before tax 113.9 123.4 143.0 135.3
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Net income 61.6 72.5 91.7 83.1
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Net income per share 88.27 99.79 123.63 112.64
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Total assets 1,832.9 1,884.9 1,852.7 1,953.6
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Shareholders' equity 633.0 657.5 795.1 862.9
================================================================================
Notes:
1. The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the U.S.
2. Net income per share is calculated based on the average number of
outstanding common stock during the fiscal year.
- 6 -
$$/BREAK/$$END
(b) Transition of operating results and assets of the Company
(Billions of yen; except for net income per share)
- --------------------------------------------------------------------------------
Fiscal year Fiscal year Fiscal year Fiscal year
ended ended ended ended
Items March 2002 March 2003 March 2004 March 2005
- --------------------------------------------------------------------------------
Net sales 860.1 855.0 876.3 897.2
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Profits before tax 67.6 68.8 62.5 62.7
- --------------------------------------------------------------------------------
Net income 40.0 42.8 58.5 41.9
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Net income per share 57.42 58.75 79.18 56.64
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Total assets 908.0 933.3 937.3 949.5
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Shareholders' equity 553.6 596.6 642.4 659.9
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Notes:
1. Net income per share is calculated based on the average number of
outstanding common stock during the fiscal year, from which the number
of shares of treasury stock is deducted.
2. Since fiscal year ended March 2003, the Company has been applying
"Accounting Standards for Net Income per Share" (Corporate Accounting
Standard No. 2) and "Policies Applied to Accounting Standards Related to
Net Income per Share" (Corporate Accounting Standard Application Policy
No. 4) in the calculation of net income per share.
(4) ISSUES THE RICOH GROUP FACES
Now that customers' needs have increasingly diversified, it seems that they are
not satisfied with only buying products or receiving specific services.
The business climate is also uneasy as the competition in the field of
colorization of documents and solutions is increasingly intensifying.
Thus, the market environment is changing dramatically. Meanwhile, the
Ricoh Group regards this as golden business opportunities for boosting its
profitability, because it has the capability and edge enough to cope with any
change. We will strive to pursue and achieve growth and development, by
providing ahead of peers products and services that satisfy customers' needs. To
this end, we will concentrate on certain fields, further enhance our capability
and edge, and create new value for customers.
Based on this initiative, we set "printing," "emerging markets" and
"industries" in the 15th Medium-term Management Plan, which was launched in
April 2005, as the fields where we will expand businesses. In order for the
Ricoh Group to grow and develop mainly in these fields, we consider it important
to strengthen corporate competitiveness through "the creation of new values for
customers" and "the establishment of highly efficient management structures."
To create new values for customers, the Ricoh Group will strive harder
than ever before to implement "the customer satisfaction (CS) operation,"
through which we proactively create new values, while paying special attention
to the three customer values: "Simplifying knowledge creation," "Sensitivity to
people's needs" and "Sensitivity to the earth." In other words, we will make
further efforts to support customers in knowledge creation activities and
provide them with technical environment for knowledge creation; to improve
user-friendliness for optimal utilization of our products and services; and to
supply products and services which will enable customers to contribute to
protecting the earth's environment. We will also enhance technical capabilities
to produce goods and services based on such new values.
Moreover, the Ricoh Group will continuously pursue highly efficient
management to raise profitability. In addition to boosting profitability of
individual businesses by making operational processes more efficient through
restructuring, we will improve management efficiency by further thoroughly
selecting and concentrating businesses.
- 7-
$$/BREAK/$$END
The Ricoh Group will proactively invest resultant profits in growth
fields and the enhancement of technical power, aiming to increase sales and
profits while further raising corporate value.
We will continue restructuring our management structures to establish
the foundation for realizing growth strategies set up in the 15th Medium-term
Management Plan. Specifically, we will heighten transparency in management and
enhance the management oversight function, by separating "management oversight"
and "management/business operations execution." Through these efforts, we will
create a tense atmosphere in the execution of management and business
operations--the core of corporate management, in order to further improve the
quality and speed of management.
2. CORPORATE PROFILE (as of March 31, 2005)
(1) MAIN BUSINESS OF THE RICOH GROUP
================================================================================
Imaging Solutions
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Digital copiers, color copiers, analog copiers,
printers, facsimile machines, diazo copiers, other
equipment, and ancillary supplies and services, etc.
- --------------------------------------------------------------------------------
Network Input/Output Systems
- --------------------------------------------------------------------------------
Office Equipment Printing systems: Multifunction printers
Business (MFPs), laser printers, GELJET
printers, other equipment, and
ancillary supplies, services and
software, etc.
Other I/O systems: Optical disks, scanners, etc.
- --------------------------------------------------------------------------------
Network System Solutions
- --------------------------------------------------------------------------------
Personal computers, servers, networking equipment,
network-related software, application software,
services and support, etc.
- --------------------------------------------------------------------------------
Other businesses Optical equipment, meters, semiconductors, etc.
================================================================================
(2) PRINCIPAL OFFICES AND PLANTS OF THE RICOH GROUP
(a) Major domestic offices and plants
====================================================================================================
The Company (location) Subsidiaries, etc. (location)
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Head Office (Tokyo) Ricoh Optical Industries Co., Ltd. (Iwate Pref.)
- ----------------------------------------------------------------------------------------------------
Ginza Office (Tokyo) Tohoku Ricoh Co., Ltd. (Miyagi Pref.)
- ----------------------------------------------------------------------------------------------------
Ohmori Office (Tokyo) Ricoh Printing Systems, Ltd. (Tokyo)
- ----------------------------------------------------------------------------------------------------
Ohmori Office 2 (Tokyo) Ricoh Elemex Corporation (Aichi Pref.)
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Software Research Center (Tokyo) Ricoh Tohoku Co., Ltd. (Miyagi Pref.)
- ----------------------------------------------------------------------------------------------------
Shin-Yokohama Office (Kanagawa Pref.) Ricoh Sales Co., Ltd. (Tokyo)
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Research and Development Center (Kanagawa Pref.) Ricoh Chubu Co., Ltd. (Aichi Pref.)
- ----------------------------------------------------------------------------------------------------
Atsugi Plant (Kanagawa Pref.) Ricoh Kansai Co., Ltd. (Osaka Pref.)
- ----------------------------------------------------------------------------------------------------
Hatano Plant (Kanagawa Pref.) Ricoh Chugoku Co., Ltd. (Hiroshima Pref.)
- ----------------------------------------------------------------------------------------------------
Gotenba Plant (Shizuoka Pref.) Ricoh Kyushu Co., Ltd. (Fukuoka Pref.)
- ----------------------------------------------------------------------------------------------------
Numazu Plant (Shizuoka Pref.) Ricoh Technosystems Co., Ltd. (Tokyo)
- ----------------------------------------------------------------------------------------------------
Fukui Plant (Fukui Pref.) NBS Ricoh Co., Ltd. (Tokyo)
- ----------------------------------------------------------------------------------------------------
Ikeda Plant (Osaka Pref.) Ricoh Logistics System Co., Ltd. (Tokyo)
- ----------------------------------------------------------------------------------------------------
Yashiro Plant (Hyogo Pref.) Ricoh Leasing Co., Ltd. (Tokyo)
====================================================================================================
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$$/BREAK/$$END
(b) Major overseas offices
====================================================================================================
Subsidiaries, etc. (location) Subsidiaries, etc. (location)
- ----------------------------------------------------------------------------------------------------
RICOH CORPORATION (U.S.A) RICOH ELECTROICS, INC. (U.S.A)
- ----------------------------------------------------------------------------------------------------
LANIER WORLDWIDE, INC. (U.S.A) RICOH UK PRODUCTS LTD. (U.K)
- ----------------------------------------------------------------------------------------------------
RICOH EUROPE B.V. (Netherlands) RICOH INDUSTRIE FRANCE S.A.S. (France)
- ----------------------------------------------------------------------------------------------------
NRG GROUP PLC (U.K) RICOH ASIA INDUSTRY (SHENZHEN) LTD. (China)
- ----------------------------------------------------------------------------------------------------
RICOH CHINA CO., LTD. (China) SHANGHAI RICOH FACSIMILE CO., LTD. (China)
- ----------------------------------------------------------------------------------------------------
RICOH ASIA PACIFIC PTE. LTD. (Singapore)
====================================================================================================
(3) SHAREHOLDERS' EQUITY
(a) Total number of shares
Authorized: 993,000,000
Issued: 744,912,078
(b) Number of shareholders at year-end: 48,138
(c) Major shareholders
========================================================================================================
The shareholders' stake The Company's stake in the
in the Company shareholders
-----------------------------------------------------
Thousands Percentage Thousands Investment
of shares of voting of shares ratio
Name rights
- --------------------------------------------------------------------------------------------------------
Master Trust Bank of Japan, Ltd. (Trust Account) 89,150 12.25 - -
- --------------------------------------------------------------------------------------------------------
Japan Trustee Services Bank, Ltd. (Trust Account) 61,447 8.44 - -
- --------------------------------------------------------------------------------------------------------
Nippon Life Insurance Company 31,262 4.29 - -
- --------------------------------------------------------------------------------------------------------
UFJ Bank Ltd. 18,942 2.60 - -
- --------------------------------------------------------------------------------------------------------
Nipponkoa Insurance Co., Ltd. 18,171 2.50 55 0.01
- --------------------------------------------------------------------------------------------------------
The Bank of Tokyo-Mitsubishi, Ltd. 16,028 2.20 - -
- --------------------------------------------------------------------------------------------------------
The New Technology Development Foundation 15,839 2.18 - -
- --------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank N.A. London 14,920 2.05 - -
- --------------------------------------------------------------------------------------------------------
State Street Bank and Trust Company 12,343 1.70 - -
- --------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank 10,277 1.41 - -
N.A. London S.L. Omnibus Account
========================================================================================================
Note:
1. Major shareholders are those listed as of March 31, 2005.
The details of UFJ Bank Ltd.'s stake as of the end of March 2005 are
the following:
UFJ Bank Ltd.: 9,145,000 shares
UFJ Equity Investments Co., Ltd: 9,797,000 shares
2. In addition to the above, stakes in the Company include 1,000,000 shares
(0.14%) that Nipponkoa Insurance Co., Ltd. owns and has entrusted with
Master Trust Bank of Japan, Ltd. These shares are registered in the name
of Masters Trust Bank of Japan, Ltd. as the owner, but Nipponkoa
Insurance Co., Ltd. reserves the right to instruct on exercising voting
rights on these shares.
- 9 -
$$/BREAK/$$END
(d) Breakdown of shareholders
- --------------------------------------------------------------------------------
Thousands of Number of Investment
Category shares held shareholders ratio
- --------------------------------------------------------------------------------
Financial institutions 378,921 240 50.87
- --------------------------------------------------------------------------------
Securities companies 7,153 62 0.96
- --------------------------------------------------------------------------------
Other domestic companies 33,048 776 4.44
- --------------------------------------------------------------------------------
Foreign corporate
investors 253,608 619 34.04
- --------------------------------------------------------------------------------
Individual investors
and others 62,064 46,440 8.33
- --------------------------------------------------------------------------------
Treasury stock 10,116 1 1.36
- --------------------------------------------------------------------------------
Total 744,912 48,138 100.00
- --------------------------------------------------------------------------------
(4) ACQUISITION, DISPOSAL AND OWNERSHIP OF SHARES OF TREASURY STOCK
(i) Acquired shares:
Common shares 5,429,557 shares
Total acquisition cost Yen 10,624 million
Of the above, shares were purchased by resolution of the 104th
Ordinary Meeting of Shareholders based on authorization of the
Articles of Incorporation The reason for the purchase: in order to
realize a flexible capital strategy to comply with changes in the
business environment as follows:
Common shares 5,113,000 shares
Total amount of acquisition Yen 9,986 million
(ii) Disposed shares:
Common shares 1,330,510 shares
Total disposal cost Yen 2,641 million
(iii) Shareholdings at year-end:
Common shares 10,116,234 shares
(5) EMPLOYEES OF THE RICOH GROUP AND THE COMPANY
(a) Employees of the Ricoh Group
- --------------------------------------------------------------------------------
Office equipment Other Common businesses
Classification business businesses in the group Total
- --------------------------------------------------------------------------------
Number of employees 69,018 5,130 949 75,097
- --------------------------------------------------------------------------------
(b) Employees of the Company
- --------------------------------------------------------------------------------
Change from previous Average length
Number of employees fiscal year Average age of service
- --------------------------------------------------------------------------------
11,388 Decrease of 176 40.6 17.4
- --------------------------------------------------------------------------------
- 10 -
$$/BREAK/$$END
(6) STATUS OF CONSOLIDATION
(a) Major consolidated subsidiaries
==============================================================================================================
Percentage
of voting
Name Paid-in capital rights Principle business
- --------------------------------------------------------------------------------------------------------------
Tohoku Ricoh Co., Ltd. 2,272 million JPY 100.00% Manufacture of copiers and IT equipment
- ------------------------------------------------------------------------------------------------------------
Ricoh Elemex Corporation 3,456 million JPY 55.76 Manufacture of copiers and IT equipment
- ------------------------------------------------------------------------------------------------------------
Ricoh Printing Systems, Ltd. 5,000 million JPY 100.00 Manufacture and marketing of IT equipment
- ------------------------------------------------------------------------------------------------------------
Ricoh Sales Co., Ltd. 622 million JPY 100.00 Marketing of copiers and IT equipment
- ------------------------------------------------------------------------------------------------------------
Ricoh Technosystems Co., Ltd. 1,000 million JPY 100.00 Marketing of IT equipment; maintenance
of copiers and IT equipment
- ------------------------------------------------------------------------------------------------------------
Ricoh Kansai Co., Ltd. 700 million JPY 100.00 Marketing of copiers and IT equipment
- ------------------------------------------------------------------------------------------------------------
Ricoh Leasing Co., Ltd. 7,896 million JPY 51.11 General leasing
- ------------------------------------------------------------------------------------------------------------
RICOH CORPORATION 286 million USD 100.00 Marketing of copiers, IT equipment and
optical machines
- ------------------------------------------------------------------------------------------------------------
LANIER WORLDWIDE, INC. 256 million USD 100.00 Marketing of copiers and IT equipment
- ------------------------------------------------------------------------------------------------------------
RICOH EUROPE B.V. 17 million EUR 100.00 Marketing of copiers, IT equipment and
optical machines
- ------------------------------------------------------------------------------------------------------------
NRG GROUP PLC 49 million GBP 100.00 Marketing of copiers and IT equipment
==============================================================================================================
Note:
The respective percentage of total investment ratio for Ricoh Elemex
Corporation, Ricoh Leasing Co., Ltd. and Lanier Worldwide, Inc. include voting
rights of those shares held by subsidiaries.
(b) Consolidations
To enhance the printer business, the Company made Ricoh Printing Systems, Ltd. a
subsidiary in October 2004 through the acquisition of shares.
In January 2005, Ricoh Sales Co., Ltd. was established through the
merger of five sales companies: Tokyo Ricoh Co., Ltd., Kanagawa Ricoh Co., Ltd.,
Chiba Ricoh Co., Ltd., Saitama Ricoh Co., Ltd. and Nishi Tokyo Ricoh Co., Ltd.,
to consolidate a framework to provide optimal solutions, marketing and services,
as well as increase competitiveness.
(c) Result of consolidation
As of the end of fiscal year under review, the Ricoh Group had 285 consolidated
subsidiaries and 62 affiliates accounted for under the equity method. Results of
consolidation were as stated in "1. Operating Results, (3) Transition of
operating results and assets of the Ricoh Group and the Company, (a) Transition
of operating results and assets of the Ricoh Group."
- 11 -
$$/BREAK/$$END
(7) DIRECTORS AND CORPORATE AUDITORS
============================================================================================================
Position or principal duty Name
- ------------------------------------------------------------------------------------------------------------
President and Representative Masamitsu Sakurai
Director
Deputy President and
Representative Director: Management Strategy, Personnel Tatsuo Hirakawa
Executive Managing Director: Supervision of Office Equipment Business, Corporate Koichi Endo
Planning, Corporate Communications, SCM Structural
Reform, Legal Affairs and Intellectual Property,
Public Relations
Executive Managing Director: Domestic Marketing, CSR, Social Contribution Masayuki Matsumoto
Executive Managing Director: Overseas Marketing; General Manager of Overseas Katsumi Yoshida
Business Group
Managing Director: CS, Quality; General Manager of Management Quality Makoto Hashimoto
Control Division
Managing Director: Research and Development, Environment; General Kiyoshi Sakai
Manager of Research and Development, Head of Group
Technology Planning Office
Managing Director: Production Technology Strategy Takashi Nakamura
Managing Director: Image Engine/Solutions Development; General Manager Shiro Kondoh
of MFP Division
Managing Director: Sales in Europe Kazuo Togashi
Managing Director: Domestic Marketing; General Manager of Marketing Kazunori Azuma
Group
Managing Director: Finance Solutions Yuji Inoue
Managing Director: Business Management, Internal Control, Accounting Zenji Miura
and Finance, IR; General Manager of Accounting
Division
Director: Information Communication Business, Technological Nobuo Mii
Matters; Managing Partner of Ignite Group
Corporate Auditor: (Full-time) Hisaaki Koga
Corporate Auditor: (Full-time) Hideyuki Takamatsu
Corporate Auditor: (Full-time) Koji Tomizawa
Corporate Auditor: President of Matsuishi Law Office Kenji Matsuishi
Corporate Auditor: President and Representative Director of Sanai-oil Takehiko Wada
Co., Ltd.
============================================================================================================
Notes:
1. Changes of directors took place in the fiscal year under review as
follows:
June 2004: Takashi Nakamura, Yuji Inoue and Zenji Miura were
appointed as Managing Directors.
June 2004: Koji Tomizawa was appointed as Corporate Auditor.
June 2004: Hiroshi Hamada retired from Chairman and
Representative Director.
June 2004: Haruo Kamimoto retired from Deputy President and
Representative Director.
June 2004: Josei Itoh retired from Director.
2. Director Nobuo Mii is an external director appointed under Article 188
Paragraph 2 Item 7-2 of the Commercial Code.
3. Corporate Auditor Kenji Matsuishi is an external corporate auditor as
stipulated in Article 18 Paragraph 1 of the Law for Special Exceptions
to the Commercial Code Concerning Audit, etc., of Kabushiki Kaisha.
- 12 -
$$/BREAK/$$END
(8) REMUNERATION, ETC. TO BE PAID TO ACCOUNTING AUDITORS
Remuneration, etc. to be paid to the accounting auditor KPMG AZSA & Co. by the
Company and its subsidiaries are as follows:
(i) Total sum of remuneration, etc. to be paid to the accounting auditor by
the Company and its subsidiaries, etc.: Yen 543 million
(ii) Of the amount of (i) above, total sum of remuneration, etc. to be paid
for the audit certificate services provided in Article 2 Paragraph 1 of
the Certified Public Accountants Law: Yen 194 million
(iii) Of the amount of (ii) above, total sum of remuneration, etc. to be paid
by the Company to the accounting auditor: Yen 72 million
Note:
In the audit contract signed between the Company and the accounting auditor,
there is no classification between remuneration for audit services pursuant to
the Law for Special Exceptions to the Commercial Code Concerning Audit, etc.,of
Kabushiki Kaisha and that in accordance with the Securities and Exchange Law.
Accordingly, the amount of (iii) above represents the sum of these
remunerations.
3. SUBSEQUENT EVENTS
There were no significant subsequent events.
- 13 -
$$/BREAK/$$END
CONSOLIDATED BALANCE SHEETS (as of March 31, 2005)
Millions of yen
----------------------------
As of March 31,
----------------------------
2005 2004
-------------- -------------
ASSETS
Current Assets:
Cash and cash equivalents 186,857 203,039
Time deposits 1,454 962
Marketable securities 138 45,124
Trade receivables:
Notes 75,233 76,499
Accounts 396,150 362,784
Less- Allowance for doubtful receivables (17,451) (17,039)
Short-term lease receivables, net 166,636 154,122
Total trade receivables 453,932 422,244
Inventories:
Finished goods 109,224 100,154
Work in process and raw materials 58,141 45,215
Total inventories 167,365 145,369
Deferred income taxes and other 53,365 55,079
Total Current Assets 1,029,747 1,025,939
Fixed Assets:
Property, Plant and Equipment, at cost:
Land 43,077 43,423
Buildings 203,537 200,844
Machinery and equipment 643,386 653,467
Construction in progress 18,720 10,629
Less- Accumulated depreciation (661,310) (669,651)
Total 247,410 238,712
Investment and other assets:
Finance receivables 391,947 359,925
Investment securities 31,154 21,871
Investment in and advances to affiliates 49,316 46,967
Goodwill 47,502 25,298
Other intangible assets 69,414 43,233
Lease deposits and other 87,179 90,848
Total investment and other assets 676,512 588,142
Total Fixed Assets: 923,922 826,854
-------------- -------------
Total Assets 1,953,669 1,852,793
============== =============
- 14 -
$$/BREAK/$$END
CONSOLIDATED BALANCE SHEETS (as of March 31, 2005)
Millions of yen
----------------------------
As of March 31,
----------------------------
2005 2004
-------------- -------------
LIABILITIES
Current Liabilities:
Short-term borrowings 38,710 68,952
Current maturities of long-term indebtedness 144,808 82,210
Trade payables:
Notes 29,686 29,937
Accounts 306,813 267,735
Total trade payables 336,499 297,672
Accrued income taxes 24,074 25,050
Accrued expenses and other 127,423 133,544
Total Current Liabilities 671,514 607,428
Long-term Liabilities:
Long-term indebtedness 226,567 281,570
Accrued pension and severance costs 92,672 83,492
Deferred income taxes 48,767 36,295
Total Long-term Liabilities: 368,006 401,357
Total Liabilities 1,039,520 1,008,785
Minority Interests 51,151 48,877
Shareholders' Investment:
Common stock 135,364 135,364
Additional paid-in capital 186,551 186,599
Retained earnings 584,515 515,372
Accumulated other comprehensive income (loss) (21,963) (30,272)
Treasury stock (21,469) (11,932)
Total shareholders' investment 862,998 795,131
-------------- -------------
Total Liabilities, Minority Interests
and Shareholders' Investment 1,953,669 1,852,793
============== =============
- 15 -
$$/BREAK/$$END
CONSOLIDATED STATEMENTS OF INCOME (from April 1, 2004 to March 31, 2005)
Millions of yen
----------------------------
For the year ended March 31,
----------------------------
2005 2004
-------------- -------------
Net sales 1,814,108 1,780,245
Cost of sales 1,059,531 1,014,619
Gross profit 754,577 765,626
Selling, general and administrative expenses 619,071 623,935
Transfer to the government of the substitutional
portion of Employees' Pension Fund:
Settlement loss - 48,657
Subsidy from government - (56,972)
Operating income 135,506 150,006
Other (income) expenses:
Interest and dividend income 2,240 1,925
Interest expenses (4,684) (5,290)
Foreign currency exchange gain and loss, net 1,547 (6,136)
Others, net 774 2,558
Total other (income) expenses (123) (6,943)
Income before minority interests, equity in earnings
of affiliates and cumulative effect of accounting
change 135,383 143,063
Provision for income taxes:
Current 39,281 53,303
Deferred 11,353 3,338
Total income taxes 50,634 56,641
Minority interests (4,726) (4,094)
Equity in earnings of affiliates 3,120 2,065
Income before cumulative effect of accounting
change 83,143 84,393
Cumulative effect of accounting change, net of tax - 7,373
Net income 83,143 91,766
============== ============
- 16 -
$$/BREAK/$$END
ACCOUNTING POLICIES REGARDING THE PREPARATION OF
CONSOLIDATED FINANCIAL STATEMENTS
SCOPE OF CONSOLIDATION
1. ITEMS RELATED TO SCOPE OF CONSOLIDATION
(1) NUMBER OF CONSOLIDATED SUBSIDIARIES: 285 COMPANIES
The name of major consolidated subsidiaries can be found in 2. Corporate
Profile, (6) Status of consolidation.
(2) MAJOR NON-CONSOLIDATED SUBSIDIARIES
Edisys Co., Ltd., others
Non-consolidated subsidiaries are all small-scale entities with net sales, net
income/loss and retained earnings insignificant for the Company. As such, their
non-inclusion in scope of consolidation does not significantly affect the
Company's consolidated financial statements.
2. APPLICATION OF THE EQUITY METHOD
(1) NUMBER OF NON-CONSOLIDATED SUBSIDIARIES AND AFFILIATES TO WHICH THE
EQUITY METHOD IS APPLIED: 62 COMPANIES
Name of major non-consolidated subsidiaries and affiliates to which the equity
method is applied: Coca-Cola West Japan Co., Ltd., others
(2) There are no non-consolidated subsidiaries or affiliates to which the
equity method is not applied.
SIGNIFICANT ACCOUNTING POLICIES
1. BASIS FOR PREPARING CONSOLIDATED FINANCIAL STATEMENTS
The consolidated statutory report including consolidated balance sheets and
consolidated statements of income has been prepared on the basis of accounting
principles generally accepted in the United States of America ("U.S.GAAP"), in
compliance with Article 179, Section 1 of the Commercial Code Enforcement
Regulations. However, in compliance with the article, certain disclosure that is
required on the basis of U.S.GAAP is omitted.
2. ACCOUNTING POLICY FOR SECURITIES
The Company's evaluation for securities is in conformity with Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," of the U.S.
Financial Accounting Standards Board (FASB). Securities held by the Company and
its consolidated subsidiaries are classified mainly as available-for-sale
securities.
Those available-for-sale securities are reported at fair value with
unrealized gains and losses, net of related taxes, excluded from earnings and
reported in accumulated other comprehensive income (loss).
3. ACCOUNTING POLICY FOR INVENTORIES
Inventories are stated principally at the lower of cost or market using the
gross average method.
4. DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT:
Depreciated principally by using the declining-balance method. Meanwhile, most
of overseas subsidiaries use the straight-line method.
- 17 -
$$/BREAK/$$END
5. GOODWILL AND OTHER INTANGIBLE FIXED ASSETS:
Goodwill and intangible assets that have indefinite useful lives are not
amortized but tested at least annually for impairment, in accordance with the
FASB Statement No. 142, "Goodwill and Other Intangible Assets." Other intangible
fixed assets that have definite useful lives are depreciated by using the
straight-line method.
6. BASIS FOR PROVISION OF RESERVES
(1) ALLOWANCE FOR DOUBTFUL ACCOUNTS:
To prepare for losses incurred by bad debts, potential loss is calculated by
taking historical loss ratio and recoverability of loans to and receivables from
a certain customer. The estimated allowance for doubtful accounts is calculated
based on the past loan losses in consideration of current economic conditions.
For receivables in arrears, special estimated allowance for doubtful accounts is
set aside.
(2) RESERVE FOR RETIREMENT ALLOWANCES:
The measurement of pension costs and liabilities is determined in accordance
with SFAS No.87, "Employers' Accounting for Pensions." Under SFAS 87, changes in
the amount of either the projected benefit obligation or plan assets resulting
from actual results different from that assumed and from changes in assumptions
can result in gains and losses not yet recognized in the consolidated financial
statements. Amortization of an unrecognized net gain or loss is included as a
component of the net periodic benefit plan cost for a year if, as of the
beginning of the year, that unrecognized net gain or loss exceeds 10 percent of
the greater of (1) the projected benefit obligation or (2) the fair value of
that plan's assets. In such case, the amount of amortization recognized is the
resulting excess divided by the average remaining service period of active
employees expected to receive benefits under the plan.
7. The consumption tax and the local consumption tax are excluded from profits
and losses.
NOTES TO CONSOLIDATED BALANCE SHEETS
1. Allowance for doubtful accounts related to short-term lease receivables and
lease receivables: Yen 16,566 million
2. Other accumulated comprehensive income (loss) includes foreign currency
translation adjustments, unrealized gain (loss) on securities, unrealized
gain (loss) on derivatives, and the minimum pension liability adjustment.
3. Pledged assets: Yen 3,312 million
4. Guarantee obligation: Yen 230 million
5. The amounts are rounded to the next million.
NOTES TO CONSOLIDATED STATEMENTS OF INCOME
1. Net income per share Yen 112.64
2. The amounts are rounded to the next million.
- 18 -
$$/BREAK/$$END
[English Translation of the Auditors' Report Originally Issued in the Japanese
Language]
INDEPENDENT AUDITORS REPORT
---------------------------
April 25, 2005
The Board of Directors
Ricoh Company, Ltd.
KPMG AZSA & Co.
Tetsuzo Hamajima (Seal),
Designated and Engagement Partner
Certified Public Accountant
Mikihiro Himeno (Seal),
Designated and Engagement Partner
Certified Public Accountant
We have audited the consolidated statutory report, that is the consolidated
balance sheet and the consolidated statement of income of Ricoh Company, Ltd.
for the 105th business year (from April 1, 2004 to March 31, 2005) in accordance
with Article 19 -2(3) of the "Law for Special Exceptions to the Commercial Code
Concerning Audits, etc., of Kabushiki Kaisha." The consolidated statutory report
is the responsibility of the Company's management. Our responsibility is to
express an opinion on the consolidated statutory report based on our audit as
independent auditors.
We conducted our audit in accordance with auditing standards generally accepted
in Japan. Those auditing standards require us to obtain reasonable assurance
about whether the consolidated statutory report is free of material
misstatement. An audit is performed on a test basis, and includes assessing
accounting principles used, the method of their application and estimates made
by management as well as evaluating the overall presentation of the consolidated
statutory report. We believe that our audit provides a reasonable basis for our
opinion. Our audit procedures also include those considered necessary for the
Company's majority-owned subsidiaries.
As a result of the audit, in our opinion, the consolidated statutory report
referred to above presents fairly the consolidated results of their operations
in conformity with related laws and regulations and the Articles of
Incorporation of the Company.
No conflict of interest as defined by the Accounting Law exists between Ricoh
Company, Ltd. Our firm and engagement partners have no interest in the Company
which should be disclosed pursuant to the provisions of the Certified Public
Accountants Law of Japan.
Our firm has been providing recurring services described in Article 2(2) of the
"Certified Public Accounts Law of Japan" to the Company, which are not
considered prohibited services to an audit client.
- 19 -
$$/BREAK/$$END
Transcript of Corporate Auditor's Report on Consolidated Financial Statements
(originally issued in Japanese)
CORPORATE AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
The Board of Corporate Auditors discussed with each Corporate Auditor concerning
the consolidated financial statements (the consolidated balance sheet and the
consolidated statement of income) of Ricoh Company, Limited for the 105th
business year (from April 1, 2004 to March 31, 2005). Upon discussion, the board
prepared this audit report as follows.
1. OUTLINE OF CORPORATE AUDITORS' AUDIT METHODS
In accordance with an audit policy prescribed by the Board of Corporate
Auditors, each Corporate Auditor received reports on the consolidated financial
statements from the Directors, internal audit division, other administrative
divisions and Account Auditors to audit them.
2. AUDIT RESULTS
We regard that the audit methods and results by KPMG AZSA & Co. are appropriate.
April 26, 2005
The Board of Corporate Auditors, Ricoh Company Limited
Full-time corporate auditors:
Hisaaki Koga (Seal), Hideyuki Takamatsu (Seal), Koji Tomizawa (Seal)
Corporate auditors:
Kenji Matsuishi (Seal), Takehiko Wada (Seal)
Note: Corporate auditors Kenji Matsuyoshi and Takehiko Wada are external
auditors in accordance with Article 18 Item 1 of the Law for Special
Exceptions to the Commercial Code Concerning Audits, etc., of
Kabushiki Kaisha.
- 20 -
$$/BREAK/$$END
NON-CONSOLIDATED BALANCE SHEETS (as of March 31, 2005)
Millions of yen
--------------------------------------
As of March 31,
--------------------------------------
2005 2004
------------- -------------
ASSETS
Current Assets:
Cash on hand and in bank 10,148 14,687
Notes receivable - trade 7,983 7,345
Accounts receivable - trade 213,503 209,588
Marketable securities 128,186 211,045
Finished goods 29,336 24,043
Raw materials 3,665 2,934
Work in progress 6,348 6,286
Supplies 6,924 6,448
Short-term loans receivable 33,753 27,213
Deferred tax assets 11,706 17,415
Accounts receivable - other 29,510 14,551
Other current assets 5,493 4,393
Allowance for doubtful accounts (1,492) (1,965)
Total Current Assets 485,067 543,987
Fixed Assets:
Tangible fixed assets:
Buildings 40,423 41,503
Structures 1,783 1,752
Machinery and equipment 18,422 18,619
Vehicles 12 15
Tools 17,521 19,044
Land 25,980 26,023
Construction in progress 4,806 3,570
Total tangible fixed assets 108,949 110,528
Intangible fixed assets:
Leasehold right and others 9,203 9,296
Software 21,741 17,597
Total Intangible fixed assets 30,945 26,893
Investments and Other Assets:
Investment securities 28,058 19,116
Investment security in subsidiaries
and affiliates 184,437 138,681
Investment in subsidiaries and
affiliates 28,440 19,055
Long-term loans receivable 70,170 61,669
Deferred tax assets 7,073 10,913
Lease deposit 6,515 5,930
Other investments 2,582 3,358
Allowance for doubtful accounts (2,693) (2,824)
Total investments and other assets 324,584 255,901
Total Fixed Assets 464,480 393,323
------------- -------------
Total Assets 949,547 937,310
============= =============
- 21 -
$$/BREAK/$$END
NON-CONSOLIDATED BALANCE SHEETS (as of March 31, 2005)
Millions of yen
--------------------------------------
As of March 31,
--------------------------------------
2005 2004
------------- -------------
LIABILITIES
Current Liabilities:
Notes payable - trade 6,033 4,156
Accounts payable - trade 109,598 99,181
Bonds due within one year 40,000 -
Accounts payable - other 13,650 13,674
Accrued expenses 34,872 43,805
Income tax payable, etc. 3,061 6,146
Reserve for bonuses 11,855 13,873
Warranty reserve 389 330
Other current liabilities 6,427 5,958
Total Current Liabilities 225,887 187,125
Long-term Liabilities:
Bonds 60,000 100,000
Long-term accounts payable - other 2,810 6,445
Reserve for retirement allowances 352 341
Reserve for directors' retirement
bonuses 519 982
Total Long-term Liabilities 63,683 107,769
Total Liabilities 289,571 294,895
(Shareholders' Equity)
Common Stock 135,364 135,364
Capital Surplus:
Additional paid-in capital 179,522 179,522
Other capital surplus - 0
Total Capital Surplus 179,522 179,522
Retained Earnings
Legal reserve 14,955 14,955
Reserve for deferral of capital gain
on property 574 600
Reserve for special depreciation 802 499
Reserve for warranty on computer
programs 218 304
Reserve for social promotion 112 110
General reserve 301,350 260,350
Unappropriated retained earnings 42,392 58,478
Total Retained Earnings 360,404 355,298
Net unrealized holding gains on
securities and others 4,598 4,161
Treasury stock (19,914) (11,932)
Total Shareholders' Equity 659,975 642,415
------------- -------------
Total Liabilities and
Shareholders' Equity 949,547 937,310
============= =============
- 22 -
$$/BREAK/$$END
NON-CONSOLIDATED STATEMENTS OF INCOME (from April 1, 2004 to March 31, 2005)
Millions of yen
--------------------------------------
For the year ended March 31,
--------------------------------------
2005 2004
------------- -------------
Ordinary Income and Loss
Operating income and expenses
Operating income: 897,217 876,366
Net sales 897,217 876,366
Operating expenses: 840,355 814,204
Cost of sales 619,968 600,991
Selling, general and administrative
expenses 220,387 213,213
Total operating income 56,861 62,161
Non-operating income and expenses
Non-operating income:
Interest and dividend income 6,625 6,131
Other revenue 5,199 3,633
Total non-operating revenue 11,824 9,765
Non-operating expenses:
Interest expenses 1,474 1,475
Other expenses 44,77 7,938
Total non-operating expenses 5,952 9,414
Ordinary income 62,733 62,513
Extraordinary Income and Loss
Extraordinary income:
Gain on exemption from the obligation
for benefits related to
substitutional portion of Employees'
Pension Fund - 26,949
Gain on transfer of securities to an
employee retirement benefit trust - 2,691
Gains on sales of subsidiary shares - 572
Gains on settlement of qualified
pension plan - 6
Total extraordinary income - 30,219
Net income before taxes 62,733 92,732
Corporate, inhabitant and enterprise
taxes 11,500 21,100
Corporate and other tax adjustments 9,250 13,037
Net income 41,983 58,595
Profit carried over 9,630 5,736
Reversal of reserve for social
contribution 88 89
Loss on disposal of treasury stock 1,922 -
Interim cash dividends 7,387 5,943
Unappropriated retained earnings for
the year 42,392 58,478
============= =============
- 23 -
$$/BREAK/$$END
I. SIGNIFICANT ACCOUNTING POLICIES
1. ACCOUNTING POLICY FOR SECURITIES
(1) SECURITIES OF SUBSIDIARIES AND AFFILIATES
Securities of subsidiaries and affiliates are stated at cost based on the moving
average method.
(2) OTHER SECURITIES
Marketable securities: Marked to market based on the market price at the end
of the term and other factors (accounting for all
valuation differences with the full capital injection
method; the cost of securities sold is valued at
moving average cost).
Non-marketable securities: Stated at cost based on the moving average method.
2. ACCOUNTING POLICY FOR INVENTORIES
Inventories are stated principally at the lower of cost or market using the
gross average method.
3. ACCOUNTING POLICY FOR DERIVATIVES
Derivatives are stated at market value.
4. DEPRECIATION AND AMORTIZATION
(1) TANGIBLE FIXED ASSETS:
Depreciated by using the declining-balance method.
Buildings (excluding fixtures) acquired after April 1, 1998 are
depreciated using the straight-line method.
Major useful life:
Buildings: 5-50 years
Machinery and equipment: 2-12 years
(2) INTANGIBLE FIXED ASSETS:
Depreciated by using the straight-line method.
With software for sale in the market, however, the Company records the
larger of an amortization based on projected sales profits or a uniform
amortization based on a projected effective sales period for the balance. The
initially projected effective sales term is three years. With software for
internal use, the Company uses the straight-line method based on a usable period
of five years.
5. BASIS FOR PROVISION OF RESERVES
(1) ALLOWANCE FOR DOUBTFUL ACCOUNTS:
To prepare for losses incurred by accounts receivables and loans, potential loss
is calculated by taking historical loss ratio in case of non-classified
loans/receivables. Potential loss for classified loans/receivables is
individually assessed.
(2) RESERVE FOR BONUSES:
Reserve for bonuses is provided by estimating the amount of bonuses payable to
employees for the fiscal year based on corporate rules for calculating bonus
payment.
- 24 -
$$/BREAK/$$END
(3) WARRANTY RESERVE:
To cover product after-sales service expenses, the Company calculates the
product warranty reserve based on projected service costs during warrantee
terms.
(4) RESERVE FOR RETIREMENT ALLOWANCES:
To prepare for projected retirement allowances, the Company records the
estimated obligations at the end of the fiscal year based on projected year-end
benefit obligations and plan assets. Actuarial gain or loss is amortized using
the straight-line method over periods (15 years) which are less than the average
remaining years of service of the employees, and the amortization will be stated
in the year following the year in which the gain or loss is recognized.
Underfunded pension obligations are amortized using the straight-line method
over periods (15 years) which are less than the average remaining years of
service of the employees.
(5) RESERVE FOR DIRECTORS' RETIREMENT BONUSES:
The Company calculates the necessary amount of directors' retirement bonuses at
the end of the fiscal year based on internal rules, in compliance with the
provision in Article 43 of the Commercial Code Enforcement Regulations.
6. CONSUMPTION TAXES
The consumption tax and the local consumption tax are excluded from profits and
losses.
7. LEASING
Finance leases where ownership does not transfer to the lessees are accounted
for in the same manner as operating leases.
8. HEDGE ACCOUNTING
(1) HEDGE ACCOUNTING METHODS:
The Company uses the allocation methods for currency swaps that meet the
requirements for the method.
(2) HEDGE INSTRUMENTS AND TARGETS:
There is no hedging instrument or hedged item at the end of this fiscal year.
(3) HEDGING POLICIES:
In accordance with its internal Market Risk Management Rules, the Company uses
derivatives to manage the exposure of its assets and liabilities to market
fluctuations, within the range of the hedged assets and liabilities.
(4) HEDGE EFFECTIVENESS:
Effectiveness is assessed by rate analysis of the sum total of price fluctuation
involving hedged transactions and the sum total of price fluctuation involving
hedge methods. However, evaluation of hedge effectiveness is omitted for
currency swaps conducted through assigning transactions.
- 25 -
$$/BREAK/$$END
9. CHANGE OF PRESENTATION FOR FINANCIAL STATEMENT
(Balance Sheets)
"Amendment of Securities and Exchange Law (97th law, enacted on June 9, 2004)",
requires companies to treat investment in limited partnership for investment
operation and other similar partnership as investment in securities. In
accordance with the amendment, Ricoh changed its balance sheet disclosure of
investments in partnership for investment operation, which meet the condition of
securities under securities and exchange law, from "Other investments" to
"Investment securities", both component of "Investments and Other Assets." The
amount of such investment is 3,076 million yen in "Investment securities" and
2,002 million yen in "Other investments" as of March 31, 2005 and 2004,
respectively.
10. ADDITIONAL INFORMATION
(Presentation of pro forma standard taxation of corporate enterprise tax on
income statements) On February 13, 2004, ASBJ pronounced statement of Practical
Issues Task Force No. 12, "Practical treatment regarding presentation of pro
forma standard taxation of corporate enterprise tax on income statements". In
accordance with the statement, Ricoh treated levy per value-added and capital,
amount of 1,010 million yen, as Selling, general and administrative expenses for
the year ended March 31, 2005.
NOTES TO BALANCE SHEETS
1. Short-term receivable due from subsidiaries
and affiliates Yen 237,781 million
Long-term receivable due from subsidiaries
and affiliates Yen 70,511 million
2. Short-term payable due to subsidiaries and
affiliates Yen 54,515 million
3. Accumulated depreciation of tangible fixed
assets Yen 335,627 million
4. Guarantee obligation Yen 168 million
5. Trade notes receivable discounted with banks Yen 46 million
6. In addition to the fixed assets stated in Balance Sheets, the Company
leases material fixed assets such as computers and electronic component
manufacturing facilities.
7. Net assets pursuant to Article 124-3 of the Commercial Code Enforcement
Regulations Yen 4,598 million
8. The amounts less than one million yen are omitted.
NOTES TO STATEMENTS OF INCOME
1. Sales to subsidiaries and affiliates Yen 796,526 million
2. Purchase from subsidiaries and affiliates Yen 318,482 million
3. Non-operating transactions with subsidiaries
and affiliates Yen 11,026 million
4. Net income per share Yen 56.64
5. The amounts less than one million yen are omitted.
- 26 -
$$/BREAK/$$END
PROPOSAL FOR APPROPRIATION OF UNAPPROPRIATED RETAINED EARNINGS
Yen
-------------------------------------------
For the year ended March 31,
-------------------------------------------
2005 2004
------------------- -------------------
Unappropriated retained earnings at year-end 42,392,066,985 58,478,829,574
Reversal of reserve for deferral of capital gain on fixed
assets 24,290,071 25,773,094
Reversal of reserve for special depreciation 186,560,715 198,199,491
Reversal of reserve for warranty on computer program 50,684,928 85,900,776
Total 42,653,602,699 58,788,702,935
To be appropriated as follows:
Cash dividends 7,347,958,440 7,388,948,910
(Yen 10.00 per share)
Directors' bonuses 155,700,000 178,800,000
Reserve for special depreciation 657,002,782 500,529,515
Reserve for social contribution 88,000,000 89,800,000
General reserve 25,000,000,000 41,000,000,000
Retained earnings brought forward to the next fiscal year 9,404,941,477 9,630,624,510
=================== ===================
Note: On December 1, 2004, the Company paid interim cash dividends of Yen
10.00 per share, totaling Yen 7,387,855,900.
- 27 -
$$/BREAK/$$END
[English Translation of the Auditors' Report Originally Issued in the Japanese
Language]
INDEPENDENT AUDITORS' REPORT
----------------------------
April 25, 2005
The Board of Directors
Ricoh Company, Ltd.
KPMG AZSA & Co.
Tetsuzo Hamajima (Seal),
Designated and Engagement Partner
Certified Public Accountant
Mikihiro Himeno (Seal),
Designated and Engagement Partner
Certified Public Accountant
We have audited the statutory report, that is the balance sheet, the statement
of income, the business report (limited to accounting matters), and the proposal
for appropriation of unappropriated retained earnings, and its supporting
schedules (limited to accounting matters) of Ricoh Company, Ltd. for the 105th
business year from April 1, 2004 to March 31, 2005 in accordance with Article
2(1) of the "Law for Special Exceptions to the Commercial Code Concerning
Audits, etc. of Kabushiki Kaisha." With respect to the aforementioned business
report and supporting schedules, our audit was limited to those matters derived
from the accounting books and records of the Company and its subsidiaries. The
statutory report and supporting schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
statutory report and supporting schedules based on our audit as independent
auditors.
We conducted our audit in accordance with auditing standards generally accepted
in Japan. Those auditing standards require us to obtain reasonable assurance
about whether the statutory report and supporting schedules are free of material
misstatement. An audit is performed on a test basis, and includes assessing the
accounting principles used, the method of their application and estimates made
by management, as well as evaluating the overall presentation of the statutory
report and supporting schedules. We believe that our audit provides a reasonable
basis for our opinion. Our audit procedures also include those considered
necessary for the Company's subsidiary.
As a result of the audit, our opinion is as follows:
(1) The balance sheet and the statement of income present fairly the
financial position and the results of operations of the Company in
conformity with related laws and regulations and the Articles of
Incorporation of the Company.
(2) The business report (limited to accounting matters) presents fairly the
status of the Company in conformity with related laws and regulations
and the Articles of Incorporation of the Company.
(3) The proposal for appropriation of unappropriated retained earnings has
been prepared in conformity with related laws and regulations and the
Articles of Incorporation of the Company.
(4) With respect to the supporting schedules (limited to accounting
matters), there are no items to be noted that are not in conformity with
the provisions of the Commercial Code.
Our firm and engagement partners have no interest in the Company which should be
disclosed pursuant to the provisions of the Certified Public Accounts Law of
Japan.
Our firm has been providing recurring services described in Article 2(2) of the
"Certified Public Accounts Law of Japan" to the Company, which are not
considered prohibited services to an audit client.
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$$/BREAK/$$END
Transcript of the Corporate Auditor's Report (originally issued in Japanese)
CORPORATE AUDITOR'S REPORT
April 26, 2005
The Board of Corporate Auditors received each corporate auditor's report on
audit methods and results concerning the execution of duties of each director
for the 105th business year from April 1, 2004 to March 31, 2005. Upon
discussion, the board prepared this audit report as follows.
1. OUTLINE OF CORPORATE AUDITORS' AUDIT METHODS
Each of the corporate auditors, in accordance with the policy and work shares
prescribed by the Board of Corporate Auditors, attended the meetings of the
Board of Directors and other important meetings of the Company, received reports
on business operations from the Directors, etc., inspected important written
approvals, etc., examined the status of activities and assets (including laws,
etc. governing corporate structure as well as the internal corporate management
system for risk management, etc.) of the head office and principal places of
business, and had the subsidiaries of the Company submit reports on their
business operations whenever necessary. The board also received reports and
briefings from the independent auditors, and examined the statutory reports and
supporting schedules of the Company.
With respect to any transactions by the Directors, transactions between
the Directors and the Company involving conflict of interests, gratuitous
provision of profits by the Company and any other transactions not customary in
nature between the Company and its subsidiaries or shareholders, or related to
acquisition and disposal of treasury stock, we, in addition to the above
mentioned auditing, asked the Directors, etc. to submit reports, whenever
necessary, and examined these transactions in detail.
2. AUDIT RESULTS
(1) We hereby state that the audit method and results of KPMG AZSA & Co.,
independent auditors, are appropriate.
(2) We hereby state that the business report fairly presents the Company's
situation in accordance with the law and the Articles of Incorporation.
(3) There is no matter that should be specially indicated for the proposal
for appropriation of retained earnings, considering the state of the
Company's asset and other circumstances.
(4) Supporting schedules fairly present matters to be disclosed, and there
is no item that should be indicated.
(5) There is no important fact that represents an unfair act, or violates
the law or the Articles of Incorporation, with respect to the execution
of directors' duties including those for the subsidiary. Also, we found
no violations of duties by directors with respect to any transactions by
the Directors, no transaction between the Directors and the Company
involving conflict of interests, no gratuitous provision of profits by
the Company nor any other transactions not customary in nature between
the Company and its subsidiaries or shareholders, or related to
acquisition and disposal of treasury stock.
The Board of Corporate Auditors, Ricoh Company, Limited
Full-time corporate auditors:
Hisaaki Koga (Seal), Hideyuki Takamatsu (Seal), Koji Tomizawa (Seal)
Corporate auditors:
Kenji Matsuishi (Seal), Takehiko Wada (Seal)
Note: Corporate auditors Kenji Matsuishi and Takehiko Wada are external
auditors in accordance with Article 18 Item 1 of the Law for Special
Exceptions to the Commercial Code Concerning Audits, etc., of
Kabushiki Kaisha.
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$$/BREAK/$$END
CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
Millions of yen
----------------------------------
For the year ended March 31,
----------------------------------
2005 2004
------------- -------------
1. Cash flows from operating activities
Net income 83,143 91,766
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization 78,201 76,968
Increase in trade receivables (26,429) (11,367)
Increase in inventories (12,885) (4,317)
Increase in trade payables 27,276 21,316
Other, net (16,526) (19,455)
Net cash provided by operating activities 132,780 154,911
2. Cash flows from investing activities
Expenditures for property, plant and equipment, net (83,355) (75,242)
Proceeds from sales of available-for-sale securities, net 38,689 9,946
Other, net (51,532) 1,913
Net cash used in investing activities (96,198) (63,383)
3. Cash flows from financing activities
Decrease in borrowings, indebtedness and debt securities, net (30,459) (51,798)
Dividend payments (14,793) (11,136)
Payment for purchase of treasury stock (10,624) (11,411)
Other, net (563) (490)
Net cash used in financing activities (56,439) (74,835)
4. Effect of exchange rate changes on cash and cash equivalents 1,200 (2,897)
5. Net increase in cash and cash equivalents (18,657) 13,796
6. Cash and cash equivalents at beginning of year 203,039 189,243
7. Adjustment for change of fiscal period on consolidated
subsidiaries 2,475 -
8. Cash and cash equivalents at ends of year 186,857 203,039
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$$/BREAK/$$END
REFERENCE MATERIAL FOR EXERCISING VOTING RIGHTS
1. NUMBER OF VOTING RIGHTS OF ALL SHAREHOLDERS: 728,016
2. AGENDA AND INFORMATION:
AGENDA 1: APPROVAL OF THE PROPOSED APPROPRIATION OF RETAINED EARNINGS FOR THE
FISCAL YEAR
(April 1, 2004 to March 31, 2005)
The proposal for appropriation of retained earnings is described in the attached
105th Business Report (see page 27).
Year-end cash dividends to shareholders for the current term will be
paid at the rate of Yen 10.00 per share, in consideration of our business
results for the current term, the strengthening of our corporate structure and
the expansion of business in the future. Including interim cash dividends for
the current term, shareholders will earn a total of Yen 20.00 per share in cash
dividends.
AGENDA 2: PARTIAL AMENDMENT TO THE ARTICLES OF INCORPORATION
(1) REASONS FOR CHANGE:
(i) The Company pursues a flexible capital policy to prepare for the
expansion of business in the future and protect corporate value.
Accordingly, it is proposed to change Article 5 of the current Articles
of Incorporation concerning the total number of shares authorized to be
issued.
(ii) The Company will further promote restructuring and enhance the Board of
Directors' function to oversee corporate management. To this end, it
will make the board's operations more efficient and executive, while
providing the board with a better environment that enables member
directors to speedily make decisions and devote themselves to
supervision of management. Hence, it is proposed to change the number of
directors prescribed in Article 17 of the current Articles of
Incorporation.
(iii) In order to separate the management "oversight" and "execution"
functions, and strengthen the management oversight function of the Board
of Directors, the Company will abolish the title of director for the
chairman, president, senior managing director and managing director.
Therefore, it is proposed to delete Article 21, Paragraph 1 of the
current Articles of Incorporation.
(iv) The Company would like a representative director to be appointed by the
Board of Directors to convene general shareholders meetings and act as
chairman of the meetings. Accordingly, Articles 12 and 14 of the current
Articles of Incorporation are changed.
(v) The Company would like a director to be appointed by the Board of
Directors to convene board of directors meetings and act as chairman of
the meetings. Accordingly, it is proposed to change Article 22 of the
current Articles of Incorporation.
It is also proposed to change the contents of articles and article
numbers, in accordance with amendments described above.
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$$/BREAK/$$END
(2) DETAILS OF PROPOSED AMENDMENT:
The details of proposed amendment are as follows:
(Underlined portions indicate the changes.)
======================================================= ====================================================
Current Articles of Incorporation Proposed provisions after amendment
- ------------------------------------------------------- ----------------------------------------------------
Chapter II. Shares Chapter II. Shares
(Total Number of Shares to be Issued and Types of (Total Number of Shares to be Issued and Types of
Share Certificates) Share Certificates
Article 5 Article 5)
1. The total number of shares to be issued by 1. The total number of shares to be issued
- --
the Company is nine hundred and ninety-three by the Company is one billion and five
----------------------------- ---------------------------
million (993,000,000) shares. If any shares are hundred million (1,500,000,000) shares. If
-------------------- ------------------------------
cancelled, the number of shares so cancelled any shares are cancelled, the number of
shall be deducted from the total number of shares so cancelled shall be deducted from
shares to be issued. the total number of shares to be issued.
2. The types of share certificates to be issued 2. (Unchanged)
- --
by the Company shall be subject to the Share
Handling Regulations established by the Board of
Directors.
Chapter III. General Meeting of Shareholders Chapter III. General Meeting of Shareholders
(Calling of Meeting) (Calling of Meeting)
Article 12 Article 12
1. The ordinary general meeting of shareholders 1. (Unchanged)
shall be called in June each year and an
extraordinary general meeting of shareholders shall
be called as the necessity arises.
2. A general meeting of shareholders shall be 2. A general meeting of shareholders shall
called by the President in accordance with the be called by a Representative Director
------------- -------------------------
resolution of the Board of Directors. previously appointed by the resolution of the
---------------------------------------------
3. In the event that the President is unable to Board of Directors.
------------- -------------------
act, one of the other directors shall call such 3. In the event that the Representative
------------------
meeting in the order determined in advance by Director as appointed above is unable to act,
---------------------------
resolution of the Board of Directors. one of the other directors shall call such
meeting in the order determined in advance by
resolution of the Board of Directors.
(Chairman) (Chairman)
Article 14 Article 14
The President shall preside over a general meeting of A Representative Director previously appointed by
- ------------- -------------------------------------------------
shareholders. In the event that the President is resolution of the Board of Directors shall preside
------------- ------------------------------------
unable to act, one of the other directors shall act over a general meeting of shareholders. In the
in his place in the order determined in advance by event that the Representative Director is unable
-----------------------
resolution of the Board of Directors. to act, one of the other directors shall act in
his place in the order determined in advance by
resolution of the Board of Directors.
======================================================= ====================================================
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$$/BREAK/$$END
======================================================= ====================================================
Current Articles of Incorporation Proposed provisions after amendment
- ------------------------------------------------------- ----------------------------------------------------
Chapter IV. Directors and Board of Directors Chapter IV. Directors and Board of Directors
(Number) (Number)
Article 17 Article 17
The Company shall have not more than thirty (30) The Company shall have not more than fifteen (15)
----------- ------------
directors. directors.
(Directors with Specific Titles; Representative (Representative Directors)
-------------------------------
Directors)
Article 21 Article 21
1. One (1) Chairman, one (1) President, and one (1) (Deleted)
- -- ------------------------------------------------
or more Executive Vice Presidents, Executive
--------------------------------------------
Managing Directors and Managing Directors may be
------------------------------------------------
appointed from among the directors by resolution
------------------------------------------------
of the Board of Directors.
--------------------------
2. One (1) or more representative directors One (1) or more representative directors shall be
- -- appointed by resolution of the Board of Directors.
shall be appointed by resolution of the Board of
Directors.
(Calling of Meetings of Board of Directors; Chairman; (Calling of Meetings of Board of Directors;
Resolutions) Chairman; Resolutions)
Article 22 Article 22
1. The Board of Directors shall decide important 1. (Unchanged)
matters concerning the execution of business
and affairs of the Company as well as such matters
as are provided for in laws and ordinances.
2. A meeting of the Board of Directors shall be 2. A meeting of the Board of Directors shall
called and presided over by the Chairman. In be called and presided over by a Director
------------ -- ----------
case the office of the Chairman is vacant or in previously appointed by the Board of
----------------------------------------------- ------------------------------------
case the Chairman is unable to act, one of the Directors. In case the Director is unable to
----------------- --------- ---------------------
other directors shall act in his place in the act, one of the other directors shall act in
order determined in advance by resolution of the his place in the order determined in advance
Board of Directors. by resolution of the Board of Directors.
3. Notice of a meeting of the Board of Directors 3. (Unchanged)
shall be dispatched to each director and each
statutory auditor three (3) days before the date
of the meeting; provided, however, that such
meeting may be held without going through the
procedure for calling if so agreed by all the
directors and the statutory auditors.
4. Resolutions at a meeting of the Board of 4. (Unchanged)
Directors shall be adopted by a majority of the
directors present who shall constitute a majority
of the total number of directors.
======================================================= ====================================================
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$$/BREAK/$$END
AGENDA 3: ELECTION OF ONE (1) DIRECTOR
In order to enhance the management oversight function of the Board of Directors
and increase the transparency of management processes, it is proposed to elect
one outside director.
The candidate for director is as follows:
===============================================================================================================
Name Number of the
(Date of birth) Brief personal profile Company's shares held
- ---------------------------------------------------------------------------------------------------------------
Mar. 1968 Completed Graduate School of Economics,
University of Tokyo
Jul. 1968 Assistant, Faculty of Economics, University of Tokyo
Jan. 1972 Assistant Professor, Department of Commercial
Science, Yokohama City University
Apr. 1974 Assistant Professor, Faculty of Economics,
Takaaki Wakasugi Tohoku University
(March 11, 1943) Jun. 1985 Professor, Faculty of Economics, University of 0
Tokyo
Sep. 1990 University of Michigan Business School
Director, Mitsui Life Financial Research Center
(to date)
Apr. 2003 Director and General Manager, Japan Corporate
Governance Research Institute, Inc. (to date)
Apr. 2004 Professor, Faculty of Economics, Tokyo Keizei
University (to date)
Jun. 2004 Honorary Professor, University of Tokyo
===============================================================================================================
Notes:
1. There is no conflict of interests between the candidate and the Company.
2. Mr. Takaaki Wakasugi meets the requirements regarding the outside
directors prescribed in Article 188, Paragraph 2-7-2 of the Commercial
Code.
AGENDA 4: GRANTING OF RETIREMENT ALLOWANCES TO RETIRING DIRECTORS AND A
CORPORATE AUDITOR
The Company proposes to pay retirement allowances in appropriate amounts with
the set limits, according to the standards prescribed by the Company and the
past practice, to Messrs. Makoto Hashimoto, Kiyoshi Sakai, Kazuo Togashi and
Yuji Inoue, who will retire as directors at the end of this meeting, and Mr.
Hideyuki Takamatsu, who will retire as a corporate auditor at the end of this
meeting, in order to reward their services. The Company requests that the
details such as the amount, timing and manner of payment shall be left to the
decisions of the Board of Directors regarding Directors and to the consultation
of Corporate Auditors regarding Corporate Auditor.
Brief personal profile of the retiring directors and the corporate
auditor are as follows:
===============================================================================
Name Brief personal profile
- -------------------------------------------------------------------------------
Makoto Hashimoto Jun. 1994 Director of the Company
Jun. 1998 Managing Director of the Company (to date)
- -------------------------------------------------------------------------------
Kiyoshi Sakai Jun. 2002 Managing Director (to date)
- -------------------------------------------------------------------------------
Kazuo Togashi Jun. 2003 Managing Director of the Company (to date)
- -------------------------------------------------------------------------------
Yuji Inoue Jun. 2004 Managing Director of the Company (to date)
- -------------------------------------------------------------------------------
Hideyuki Takamatsu Jun. 2000 Corporate Full-time Auditor of the Company (to
date)
===============================================================================
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