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RICOH COMPANY, LTD.
April 10, 2009
VIA EDGAR AND
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OVERNIGHT DELIVERY
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Ms. Cecilia Blye
Chief, Office of Global Security Risk
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Re: Ricoh Company, Ltd.
Form 20-F for the Fiscal Year Ended March 31, 2008
Filed June 27, 2008
File No. 2-68279
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Dear Ms. Blye:
In connection with the comments regarding the annual report of Ricoh
Company, Ltd. ("Ricoh") on Form 20-F for the fiscal year ended March 31, 2008 in
your letter dated March 31, 2009, we offer the following responses. For the
convenience of the staff of the U.S. Securities and Exchange Commission (the
"Staff"), we have reproduced the two comments set forth in your letter in
boldface type, which is followed by our responses.
General
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1. WE NOTE THE DISCLOSURE ON PAGE 21 OF YOUR FORM 20-F THAT YOU OPERATE IN
AFRICA AND THE MIDDLE EAST, REGIONS THAT INCLUDE SUDAN, SYRIA, AND IRAN. ALSO,
WE NOTE THAT YOU LIST DISTRIBUTORS OF YOUR OFFICE EQUIPMENT AND DIGITAL
DUPLICATORS IN IRAN, SUDAN, AND SYRIA ON YOUR WEBSITE. IRAN, SUDAN, AND SYRIA
ARE IDENTIFIED BY THE U.S. DEPARTMENT OF STATE AS STATE SPONSORS OF TERRORISM,
AND ARE SUBJECT TO U.S. ECONOMIC SANCTIONS AND EXPORT CONTROLS. WE NOTE THAT
YOUR FORM 20-F DOES NOT INCLUDE DISCLOSURE REGARDING CONTACTS WITH IRAN, SUDAN,
AND SYRIA. PLEASE DESCRIBE TO US THE NATURE AND EXTENT OF YOUR PAST, CURRENT,
AND ANTICIPATED CONTACTS WITH THE REFERENCED COUNTRIES, WHETHER THROUGH
AFFILIATES, DISTRIBUTORS, RESELLERS, OR OTHER DIRECT OR INDIRECT ARRANGEMENTS.
YOUR RESPONSE SHOULD DESCRIBE ANY PRODUCTS, EQUIPMENT, COMPONENTS, TECHNOLOGY,
AND SERVICES YOU HAVE PROVIDED TO THOSE COUNTRIES, AND ANY AGREEMENTS,
COMMERCIAL ARRANGEMENTS, OR OTHER CONTACTS YOU HAVE HAD WITH THE GOVERNMENTS OF
THOSE COUNTRIES OR ENTITIES CONTROLLED BY THOSE GOVERNMENTS.
RESPONSE:
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Ms. Cecilia Blye
Chief, Office of Global Security Risk
April 10, 2009
Page 2
Ricoh does not have any direct or indirect subsidiaries or affiliates in
Iran, Sudan or Syria, nor does it have any factories or other properties located
in such countries. Ricoh's indirect non-U.S. subsidiaries, Ricoh International
B.V. (a company organized under the laws of the Netherlands) and NRG
International Limited (a company organized under the laws of the Channel
Islands), sell Ricoh products to certain unaffiliated distributors (including
those that are listed on Ricoh's website) in Iran, Sudan and Syria. In addition,
as discussed below, such subsidiaries also sell and rent Ricoh products to
offices of certain international organizations located in Sudan and Syria. The
products so sold or rented in Iran, Sudan and Syria are not sold or rented by
Ricoh's subsidiaries or affiliates organized in the United States, and Ricoh and
its subsidiaries and affiliates have in place appropriate policies and
procedures to ensure that permissible transactions are conducted in full
compliance with applicable laws and regulations.
For the fiscal years ended March 31, 2006, 2007 and 2008, Ricoh's total net
sales were Yen 1,909.2 billion, Yen 2,068.9 billion and Yen 2,219.9 billion,
respectively. Ricoh's limited business contact with each country is discussed
below. The financial figures provided below for each country is based primarily
on information provided to us by the two indirect subsidiaries noted above in
response to inquiries we initiated to respond to your queries. As you will note,
however, the business with these countries is de minimis and is not material,
either individually or in the aggregate, to Ricoh.
Iran
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As noted above, two of Ricoh's indirect non-U.S. subsidiaries sell wide
format copiers, digital copiers (which reproduce images by printing a copy of
each scanned page), multifunctional printers, laser printers, digital
duplicators (which reproduce images by printing from a master proof), laser
facsimile machines, peripherals, and related supplies and parts of such products
to certain unaffiliated distributors in Iran.
For the fiscal years ended March 31, 2006, 2007 and 2008, net sales to Iran
were approximately Yen 493.1 million, Yen 581.6 million and Yen 462.9 million,
respectively. As a percentage of total net sales, net sales to Iran for the
fiscal years ended March 31, 2006, 2007, 2008 comprised approximately 0.026%,
0.028% and 0.021%, respectively. Ricoh does not have any plans to increase its
unaffiliated distributor base in Iran and does not anticipate any material
change in the extent or nature of its activities in Iran in the near future.
While sales to the unaffiliated distributors in Iran were conducted
pursuant to certain distribution agreements, to the best of Ricoh's knowledge,
it has not directly or indirectly entered into any agreement or commercial
arrangement, nor does it have any direct or indirect contact, with the
government of Iran or any entity controlled by the government of Iran.
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Ms. Cecilia Blye
Chief, Office of Global Security Risk
April 10, 2009
Page 3
Sudan
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As noted above, two of Ricoh's indirect non-U.S. subsidiaries sell wide
format copiers, digital copiers, multifunctional printers, laser printers,
digital duplicators, peripherals, and related supplies and parts of such
products to certain unaffiliated distributors in Sudan. In addition, such
non-U.S. subsidiaries also sell and rent these Ricoh products to offices of
international organizations (such as the World Health Organization, the World
Food Programme and the United Nations Mission in Sudan) located in Sudan.
For the fiscal years ended March 31, 2006, 2007 and 2008, net sales to
Sudan were approximately Yen 221.3 million, Yen 273.8 million and Yen 336.5
million, respectively. As a percentage of total net sales, net sales to Sudan
for the fiscal years ended March 31, 2006, 2007, 2008 comprised approximately
0.012%, 0.013% and 0.015%, respectively. Ricoh does not have any plans to
increase its unaffiliated distributor base or its sales or rentals to offices of
international organizations located in Sudan and does not anticipate any
material change in the extent or nature of its activities in Sudan in the near
future.
While sales to the unaffiliated distributors in Sudan were conducted
pursuant to certain distribution agreements and sales and rentals to offices of
international organizations located in Sudan were conducted pursuant to certain
sales or rental agreements, to the best of Ricoh's knowledge, it has not
directly or indirectly entered into any agreement or commercial arrangement, nor
does it have any direct or indirect contact, with the government of Sudan or any
entity controlled by the government of Sudan.
Syria
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As noted above, two of Ricoh's indirect non-U.S. subsidiaries sell wide
format copiers, digital copiers, multifunctional printers, laser printers,
digital duplicators, peripherals, and related supplies and parts of such
products to certain unaffiliated distributors in Syria. In addition, such
non-U.S. subsidiaries also sell and rent these Ricoh products to certain
international organizations (such as the United Nations Works and Reconstruction
Agency) located in Syria.
For the fiscal years ended March 31, 2006, 2007 and 2008, net sales to
Syria were approximately Yen 217.9 million, Yen 350.6 million and Yen 281.6
million, respectively. As a percentage of total net sales, net sales to Syria
for the fiscal years ended March 31, 2006, 2007, 2008 comprised approximately
0.011%, 0.017% and 0.013%, respectively. Ricoh does not have any plans to
increase its unaffiliated distributor base or its sales or rentals to offices of
international organizations located in Syria and does not anticipate any
material change in the extent or nature of its activities in Syria in the near
future.
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Ms. Cecilia Blye
Chief, Office of Global Security Risk
April 10, 2009
Page 4
While sales to the unaffiliated distributors in Syria were conducted
pursuant to certain distribution agreements and sales and rentals to offices of
international organizations located in Sudan were conducted pursuant to certain
sales or rental agreements, to the best of Ricoh's knowledge, it has not
directly or indirectly entered into any agreement or commercial arrangement, nor
does it have any direct or indirect contact, with the government of Syria or any
entity controlled by the government of Syria.
2. PLEASE DISCUSS THE MATERIALITY OF ANY CONTACTS WITH IRAN, SUDAN, AND SYRIA
DESCRIBED IN RESPONSE TO THE FOREGOING COMMENT, AND WHETHER THOSE CONTACTS
CONSTITUTE A MATERIAL INVESTMENT RISK FOR YOUR SECURITY HOLDERS. YOU SHOULD
ADDRESS MATERIALITY IN QUANTITATIVE TERMS, INCLUDING THE APPROXIMATE DOLLAR
AMOUNTS OF ANY ASSOCIATED REVENUES, ASSETS, AND LIABILITIES FOR THE LAST THREE
FISCAL YEARS AND ANY SUBSEQUENT PERIOD. ALSO, ADDRESS MATERIALITY IN TERMS OF
QUALITATIVE FACTORS THAT A REASONABLE INVESTOR WOULD DEEM IMPORTANT IN MAKING AN
INVESTMENT DECISION, INCLUDING THE POTENTIAL IMPACT OF CORPORATE ACTIVITIES UPON
A COMPANY'S REPUTATION AND SHARE VALUE. AS YOU MAY BE AWARE, VARIOUS STATE AND
MUNICIPAL GOVERNMENTS, UNIVERSITIES, AND OTHER INVESTORS HAVE PROPOSED OR
ADOPTED DIVESTMENT OR SIMILAR INITIATIVES REGARDING INVESTMENT IN COMPANIES THAT
DO BUSINESS WITH U.S.-DESIGNATED STATE SPONSORS OF TERRORISM. YOUR MATERIALITY
ANALYSIS SHOULD ADDRESS THE POTENTIAL IMPACT OF THE INVESTOR SENTIMENT EVIDENCED
BY SUCH ACTIONS DIRECTED TOWARD COMPANIES THAT HAVE OPERATIONS ASSOCIATED WITH
IRAN, SUDAN, AND SYRIA.
RESPONSE:
As discussed in more detail in the response to Comment 1 above, as a
percentage of total net sales, Ricoh's net sales derived from each of Iran,
Sudan and Syria, did not exceed 0.03% for each such country during the fiscal
years ended March 31, 2006, 2007 and 2008. In addition, as a percentage of
Ricoh's total net sales, the aggregate net sales derived from Iran, Sudan and
Syria collectively did not exceed 0.06% for any of the fiscal years ended March
31, 2006, 2007 and 2008. Accordingly, Ricoh does not view its business contracts
with Iran, Sudan or Syria to be quantitatively material to Ricoh or its
investors.
In addition, Ricoh does not believe that its limited business contacts with
Iran, Sudan and Syria to be qualitatively material to its reputation or its
share value because (i) Ricoh has in place policies and procedures that ensure
that transactions with Iran, Sudan and Syria are in compliance with applicable
laws and regulations, (ii) Ricoh does not have any subsidiaries or affiliates,
factories or other properties in Iran, Sudan or Syria and (iii) the agreements
entered into by indirect non-U.S. subsidiaries of Ricoh as they relate to Iran,
Sudan or Syria are for the distribution through unaffiliated distributors, or
the sale or rental to offices of international organizations located in such
countries, of a limited selection of Ricoh products solely for general
commercial use. Ricoh products sold in Iran, Sudan and Syria have strictly
non-sensitive
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Ms. Cecilia Blye
Chief, Office of Global Security Risk
April 10, 2009
Page 5
commercial applications; they do not have military or dual-use applications nor
are they the type of products that can contribute to human rights abuses.
Ricoh recognizes that some institutional and government investors have
announced their concerns about investing in companies that do business with
countries that are U.S. designated state sponsors of terrorism; and in addition,
various governments, and several universities and asset management companies
have proposed or adopted divestment or similar initiatives regarding investment
in companies that do business with U.S. designated state sponsors of terrorism.
Ricoh will continue to monitor such legislation as well as the level of investor
concern regarding its business contacts with those countries.
At the current time, however, given the limited amount of business and the
safeguards for regulatory compliance Ricoh has in place, Ricoh believes that its
limited sales into Iran, Sudan and Syria (i) are not material to its operations
or financial results, (ii) do not present a material investment risk to its
investors and (iii) are not reasonably likely to have any adverse effect on its
reputation or share value. If this situation were to change, Ricoh will consider
including appropriate disclosure in its Annual Report on Form 20-F and other
filings with the U.S. Securities and Exchange Commission (the "Commission").
* * *
In connection with our response to your comments on our filing, we
acknowledge that (i) Ricoh is responsible for the adequacy and accuracy of the
disclosure in the filings, (ii) Staff comments or changes to disclosure in
response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings and (iii) Ricoh may not assert Staff comments
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
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Ms. Cecilia Blye
Chief, Office of Global Security Risk
April 10, 2009
Page 6
Should you have any questions regarding our responses, please do not
hesitate to contact either by phone and/or email my colleague Hiroshi Ohsawa,
General Manager of Accounting Department (+81-3-6278-4905;
hiroshi.ohsawa@nts.ricoh.co.jp) or myself (+81-3-5411-4738;
zenji.miura@nts.ricoh.co.jp).
Sincerely,
/s/ Zenji Miura
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Zenji Miura
Director, Chief Financial Officer
Corporate Executive Vice President
Ricoh Company, Ltd.
cc: Mr. Pradip Bhaumik, Special Counsel
Office of Global Security Risk
United States Securities and Exchange Commission