UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F/A
(AMENDMENT NO.1)
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2010
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number 1-07294
KABUSHIKI KAISHA KUBOTA
(Exact name of registrant as specified in its charter)
KUBOTA CORPORATION
(Translation of registrants name into English)
JAPAN
(Jurisdiction of incorporation or organization)
2-47, Shikitsuhigashi 1-Chome, Naniwa-Ku, Osaka, JAPAN
(Address of principal executive offices)
Junichi Adachi, +81-6-6648-2645, +81-6-6648-2632, 2-47, Shikitsuhigashi 1-Chome, Naniwa-Ku, Osaka, JAPAN
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class |
Name of each exchange on which registered | |
Common Stock* | New York Stock Exchange |
* | Not for trading, but only in connection with the listing of American Depositary Receipts pursuant to the requirement of the New York Stock Exchange. |
American Depositary Receipts evidence American Depositary Shares, each American Depositary Share representing five shares of the registrant's common stock.
Securities registered or to be registered pursuant to Section 12(g) of the Act
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Outstanding as of | ||||
Title of Class |
March 31, 2010 (Tokyo Time) |
March 31, 2010 (New York Time) | ||
Common stock | 1,271,846,635 shares | |||
American Depositary Shares | 6,236,091 ADS |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¨
If this report is an annual or transition report, indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non- accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x.
International Financial Reporting Standards as issued by the International Accounting Standards Board ¨.
Other ¨ .
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ¨ Item 18 ¨
If it is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
Page | ||||
1 | ||||
Item 4. |
Information on the Company | 2 | ||
4.C |
Organization Structure | 2 | ||
Item 5. |
Operating and Financial Review and Prospects | 3 | ||
5.B |
Liquidity and Capital Resources | 3 | ||
Item 18. |
Financial Statements | 6 | ||
Item 19. |
Exhibits | 7 |
i
Kubota Corporation (the registrant) hereby amends its annual report on Form 20-F for the fiscal year ended March 31, 2010 (the Form 20-F), which was filed with the Securities and Exchange Commission on June 25, 2010. The purpose of this amendment (this Form 20-F/A) is to (i) change the percentage ownership of Kubota Agricultural Machinery (SUZHOU) Co., Ltd. from 60.0 to 90.0 in a table in C. Organization Structure of Item 4. Information on the Company; (ii) delete the third paragraph of the discussion in Finance and Liquidity Management of B. Liquidity and Capital Resources of Item 5 Operating and Financial Review and Prospects because it is redundant; (iii) add the conformed signature of our independent registered public accounting firm, Deloitte Touche Tohmatsu LLC, to the Reports of Independent Registered Public Accounting Firm; and (iv) add the Index to Exhibits right before the exhibits. Except as otherwise stated herein, no other information contained in the Form 20-F has been updated by this Form 20-F/A and no disclosures have been updated to reflect events that occurred at a later date.
1
As used herein, Kubota or the Company refer to Kubota Corporation and its subsidiaries unless the context otherwise indicates.
Certain sections of this Form 20-F/A contain forward-looking statements that are based on managements expectations, estimates, projections and assumptions. Words such as expects, anticipates, believes, scheduled, estimates, variations of these words and similar expressions are intended to identify forward-looking statements which include but are not limited to projections of revenues, earnings, segment performance, cash flows and so forth. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation: general economic conditions in the Companys markets, particularly government agricultural policies, levels of capital expenditures, both in public and private sectors, foreign currency exchange rates, continued competitive pricing pressures in the marketplace, as well as the Companys ability to continue to gain acceptance of its products.
Item 4. Information on the Company
As of March 31, 2010, the Kubota Corporation group consists of Kubota Corporation, 105 subsidiaries and 19 affiliates. Kubota Corporation plays a leading role in the group. The following table sets forth the Companys significant subsidiaries:
Country of Incorporation or Residence |
Name |
Percentage ownership (%) | ||
Japan |
Kubota Construction Co., Ltd. Kubota Credit Co., Ltd. Kubota Environmental Service Co., Ltd. Kubota-C.I. Co., Ltd. |
100.0 66.8 100.0 70.0 | ||
U.S.A. |
Kubota Tractor Corporation Kubota Credit Corporation, U.S.A. Kubota Manufacturing of America Corporation Kubota Engine America Corporation |
90.0 100.0 100.0 90.0 | ||
Canada |
Kubota Metal Corporation | 100.0 | ||
Germany |
Kubota Baumaschinen GmbH | 100.0 | ||
France |
Kubota Europe S.A.S. | 73.8 | ||
Thailand |
The Siam Kubota Industry Co., Ltd. | 60.0 | ||
China |
Kubota Agricultural Machinery (SUZHOU) Co., Ltd. | 90.0 |
2
Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital Resources
Finance and Liquidity Management
The Companys financial policy is to ensure adequate financing and liquidity for its operations and to maintain the strength of its balance sheet. Through cash and cash equivalents, other current assets, cash flows provided by operating activities, and borrowing, the Company is in a position to fully finance the expansion of its business, R&D, and capital expenditures for current and future business projects. The specific methods of obtaining financing available to the Company are borrowing from financial institutions, establishing committed lines of credit, and the issuance of bonds and commercial paper (CP) in the capital markets.
The weighted average interest rate on such short-term borrowings at March 31, 2010, was 1.5% (U.S. dollar 0.8%, Thai Baht 1.7%, others 1.7%). As for long-term debt, both fixed and floating rates were included in the interest rates, and the weighted average interest rate on such long-term debt at March 31, 2010, was 1.8% (Japanese yen 1.2%, U.S. dollar 2.0%, others 3.4%). With regard to the maturity profile of these borrowings, please refer to Item 5.F Tabular Disclosure of Contractual Obligations
After the worsening of the sub-prime loan problem and shockwaves from the Lehman Brothers collapse in the United States, the world financial market had been in turmoil and unstable for a certain period. Even in such period, the Company was able to raise enough funds for business operations and has not encountered financing problems.
Regarding the lines of credit, the Company has established committed lines of credit totaling ¥20.0 billion with certain Japanese banks. However, the Company currently does not use these lines. The Company also maintains a CP program allowing for the issuance of CP of up to ¥100.0 billion. There was no outstanding issue of CP as of the end of March 2010.
The Company utilizes group financing. With group financing, the Company centralizes and pursues the efficiency of cash management domestically through the Kubota Cash Management System, under which the excess or shortage of cash at most of its subsidiaries in Japan is invested or funded, as necessary.
To maintain the strength of its balance sheet and help secure adequate funding resources, the Company carefully monitors its interest-bearing debt, excluding debt related to sale financing programs. The Company is providing retail financing programs to support machinery sales in Japan, North America and Thailand. At the end of March 2010, the amount of interest-bearing debt increased ¥2.0 billion, to ¥403.1 billion. Of the ¥403.1 billion, ¥343.5 billion was borrowings from financial institutions, and the remaining ¥59.6 billion consisted of corporate bonds.
3
The Company plans its capital expenditures considering future business demand and cash flows. The Company intends to fund the investment basically through cash provided by operating activities, and to also utilize available borrowings from financial institutions. The Companys commitments for capital expenditures are not material. The Company has underfunded pension liabilities of ¥40.2 billion, which relate primarily to the parent company, as of the end of March, 2010. The Companys contributions to pension plans for the year ending March 31, 2011 are expected to be ¥14.3 billion.
The Companys basic policy for the return of profit to shareholders is to maintain stable dividends or raise dividends together with repurchases of treasury stock. The Company uses net cash provided by operating activities for these dividends and repurchases.
The amount of working capital increased ¥58.6 billion, to ¥380.6 billion, from the prior year-end. Additionally, the ratio of current assets to current liabilities increased 21.4 percentage points, to 186.5%, due primarily to an increase in cash and cash equivalent, and a decrease in short-term borrowings. There is some seasonality to the Companys liquidity and capital resources because a high percentage of the notes and accounts receivable from local governments is collected during April through June each year. Currently, the Company believes the working capital is sufficient for the Companys present requirements.
All things considered, the Company believes that it can support its current and anticipated capital and operating requirements for the foreseeable future. The currencies in which the Company has its debt are mainly Japanese yen and U.S. dollars. There are no restrictions regarding the manner in which the funds may be used.
There are restrictive covenants related to its borrowings including clauses of negative pledges, rating triggers and minimum net worth. The financial covenants are as follows: the rating trigger covenant states that the Company shall keep or be higher than the BBB rating by Rating and Investment Information, Inc. (R&I) and the minimum net worth covenant states that the Company shall keep the amount of total equity of more than ¥405.0 billion on the consolidated financial statement and more than ¥287.0 billion on the separate financial statement of a parent company. The Company is in compliance with those restrictive covenants at March 31, 2010.
Cash Flows
Net cash provided by operating activities during the year under review was ¥119.1 billion, and cash inflow increased ¥141.6 billion from the prior year. Cash inflow in the prior year substantially decreased due to discontinued sales of trade receivable in North America. Cash inflow in the year under review largely increased due to a decrease in inventories and notes and accounts receivables in addition to the absence of the effect of the above-mentioned discontinuation of sales of trade receivables.
Net cash used in investing activities was ¥43.4 billion, a decrease of ¥30.6 billion from the prior year. Cash outflow decreased substantially due to a decrease in purchases of fixed assets, increases in proceeds from sales and redemption of investments and slowdown of increase in finance receivables.
Net cash used in financing activities was ¥34.7 billion, and cash inflow decreased ¥119.5 billion from the prior year. In the prior year, the Company increased fund raisings by interest bearing debt as a result of discontinuing sales of trade receivables. Cash inflow largely decreased due to the absence of substantial fund raising in the current year.
Including the effect of exchange rate, cash and cash equivalents at the end of March 2010 were ¥111.4 billion, an increase of ¥41.9 billion from the prior year.
Over the past three years, the amount of net cash provided by operating activities was ¥186.6 billion in aggregate and net increases in borrowings were ¥111.6 billion in aggregate. Additionally, during the same period, proceeds from sales of property, plant, and equipment and proceeds from sales of investments were ¥14.1 billion in total. The aggregate amount of these cash flows was used chiefly to fund increases in finance receivables, which exceeded collections of finance receivables by ¥101.7 billion, purchase of fixed assets of ¥95.3 billion, payment of dividends to stockholders of ¥53.8 billion and repurchase of common stock for ¥13.5 billion. Cash and cash equivalents increased an aggregate of ¥28.8 billion during the same period.
Ratings
The Company has obtained a credit rating from R&I, a rating agency in Japan, to facilitate access to funds from the capital market in Japan. The Companys ratings are A+ for long-term debt and a-1 for short-term debt as of March 2010 and its outlook is positive. The Companys favorable credit ratings provide it access to capital markets and investors.
4
Assets, Liabilities, and Equity
1) Assets
Total assets at the end of March 2010 amounted to ¥1,409.0 billion, an increase of ¥23.2 billion (1.7%) from the end of the prior year. Current assets were ¥820.8 billion, an increase of ¥4.5 billion from the prior year-end. Cash and cash equivalent increased, while inventories and notes and accounts receivable decreased due to reduced purchasing to lower their inventory levels and lower revenues of the fiscal year under review. Inventory turnover dropped 0.6 points, to 4.9 times.
Investments and long-term finance receivables were ¥321.7 billion, an increase of ¥41.8 billion from the prior year-end. Long-term finance receivables increased along with business expansion in Thailand, and other investment increased due to the recovery of the stock market. Other assets decreased ¥18.3 billion to ¥45.6 billion mainly due to a decrease of long-term deferred tax assets.
2) Liabilities
Total liabilities amounted to ¥737.4 billion, a decrease of ¥32.2 billion (4.2%) from the end of the prior year.
Current liabilities were ¥440.2 billion a decrease of ¥54.1 billion from the prior year-end mainly due to a decrease in short-term borrowings and a decrease in accounts payable due to decreased production.
On the other hand, long-term liabilities increased ¥22.0 billion, to ¥297.2 billion, long-term debt largely increased due to issuance of corporate bond by overseas subsidiaries, while accrued retirement and pension costs decreased.
3) Equity
Total equity amounted to ¥671.6 billion, an increase of ¥55.4 billion (9.0%) from the end of the prior year.
Retained earnings increased steadily due to net income, and accumulated other comprehensive income improved due mainly to an increase in unrealized gains on securities affected by upturn in stock prices. The shareholders equity ratio* was 44.5%, 2.8 percentage points higher than the prior year end. The debt-to-equity ratio** was 64.4%, 5.0 percentage points lower than at the prior year-end.
* | Shareholders equity ratio = shareholders equity / total assets |
** | Debt-to-equity ratio = interest-bearing debt / shareholders equity |
Derivatives
To offset currency and interest rate fluctuation risks, the Company uses various types of derivatives, including foreign exchange forward contracts, currency swaps, and interest rate swaps. As a basic policy, the Company conducts its derivative transactions within the range of its outstanding credit and obligations, and the Company does not engage in speculative derivative transactions. The counterparties for the Companys derivative transactions are financial institutions with high creditworthiness; therefore, the Company does not anticipate any credit losses on such transactions. For more specific details, please refer to Note 13 to the consolidated financial statements.
5
See Consolidated Financial Statements attached hereto.
6
Documents filed as exhibits to this Form 20-F/A are as follows:
1.1* | Articles of Incorporation of the Registrant (English translation) |
1.2* | Share Handling Regulations of the Registrant (English translation) |
2.1** | Form of Amended and Restated Deposit Agreement among the Registrant, JPMorgan Chase Bank as Depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt |
8.1 | List of Significant Subsidiaries (See Organizational Structure in Item 4.C. of this Form 20-F) |
11.1* | Code of Ethics for Senior Financial Officers of the Registrant (English translation) |
12.1 | Certification of the principal executive officer of the Company required by Rule 13a-14(a) |
12.2 | Certification of the principal financial officer of the Company required by Rule 13a-14(a) |
13.1 | Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
101* | Instance Document |
101* | Schema Document |
101* | Calculation Linkbase Document |
101* | Definition Linkbase Document |
101* | Labels Linkbase Document |
101* | Presentation Linkbase Document |
* | Previously filed with the Securities and Exchange Commission on June 25, 2010. |
** | Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-91654) filed on June 26, 2002. |
(Note) The Company has not included as exhibits certain instruments with respect to its long-term debt, the amount of debt authorized under each of which does not exceed 10% of its total assets, and it agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
7
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this amendment to the annual report on its behalf.
KUBOTA CORPORATION | ||||
Date: July 9, 2010 | By | /s/ Satoru Sakamoto | ||
Satoru Sakamoto | ||||
Director and Managing Executive Officer (Principal Financial and Accounting Officer) |
8
Attachment
Index to Consolidated Financial Statements
Page in Consolidated Financial Statements | ||
F-1 | ||
Report of Independent Registered Public Accounting Firm (relating to the Companys consolidated financial statements) |
F-2 | |
Report of Independent Registered Public Accounting Firm (relating to the Companys internal control over financial reporting) |
F-3 | |
F-4 and F-5 | ||
F-6 | ||
F-6 | ||
F-7 | ||
F-8 | ||
F-9 to F-36 |
KUBOTA Corporation and Subsidiaries
(¥ in millions except per share amounts) |
||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
For the year: |
||||||||||||||||||||
Revenues |
¥ | 930,644 | ¥ | 1,107,482 | ¥ | 1,154,574 | ¥ | 1,127,456 | ¥ | 1,065,736 | ||||||||||
Ratio to previous year |
84.0 | % | 95.9 | % | 102.4 | % | 105.8 | % | 107.2 | % | ||||||||||
Cost of revenues |
681,374 | 810,226 | 824,093 | 794,687 | 753,952 | |||||||||||||||
Selling, general, and administrative expenses |
179,352 | 193,426 | 192,935 | 199,356 | 186,017 | |||||||||||||||
Other operating expenses |
216 | 1,015 | 671 | 3,066 | 4,709 | |||||||||||||||
Operating income |
69,702 | 102,815 | 136,875 | 130,347 | 121,058 | |||||||||||||||
Income from continuing operations |
47,908 | 54,735 | 74,627 | 83,957 | 86,087 | |||||||||||||||
Income (loss) from discontinued operations, net of taxes |
| | 189 | (1,286 | ) | (115 | ) | |||||||||||||
Net income |
47,908 | 54,735 | 74,816 | 82,671 | 85,972 | |||||||||||||||
Net income attributable to Kubota Corporation: |
42,326 | 48,064 | 68,026 | 76,457 | 81,034 | |||||||||||||||
Ratio to previous year |
88.1 | % | 70.7 | % | 89.0 | % | 94.4 | % | 68.7 | % | ||||||||||
Ratio to revenues |
4.5 | % | 4.3 | % | 5.9 | % | 6.8 | % | 7.6 | % | ||||||||||
At year-end: |
||||||||||||||||||||
Total assets |
¥ | 1,409,033 | ¥ | 1,385,824 | ¥ | 1,464,270 | ¥ | 1,502,532 | ¥ | 1,405,402 | ||||||||||
Working capital |
380,590 | 321,971 | 303,177 | 240,417 | 241,786 | |||||||||||||||
Long-term debt |
243,333 | 208,588 | 183,945 | 150,105 | 152,024 | |||||||||||||||
Net assets |
671,619 | 616,243 | 691,327 | 695,706 | 635,382 | |||||||||||||||
Total Kubota Corporation shareholders equity |
626,397 | 578,284 | 648,097 | 659,637 | 606,484 | |||||||||||||||
Per common share and per 5 common shares data: |
|
|||||||||||||||||||
Income from continuing operations attributable to Kubota Corporation per common share: |
||||||||||||||||||||
Basic |
¥ | 33.28 | ¥ | 37.68 | ¥ | 52.65 | ¥ | 60.00 | ¥ | 62.23 | ||||||||||
Diluted |
33.28 | 37.68 | 52.65 | 60.00 | 61.76 | |||||||||||||||
Income from continuing operations attributable to Kubota Corporation per 5 common shares: |
||||||||||||||||||||
Basic |
¥ | 166.38 | ¥ | 188.40 | ¥ | 263.27 | ¥ | 299.99 | ¥ | 311.13 | ||||||||||
Diluted |
166.38 | 188.40 | 263.27 | 299.99 | 308.57 | |||||||||||||||
Net income attributable to Kubota Corporation per common share: |
||||||||||||||||||||
Basic |
¥ | 33.28 | ¥ | 37.68 | ¥ | 52.80 | ¥ | 59.01 | ¥ | 62.14 | ||||||||||
Diluted |
33.28 | 37.68 | 52.80 | 59.01 | 61.67 | |||||||||||||||
Net income attributable to Kubota Corporation per 5 common shares: |
||||||||||||||||||||
Basic |
¥ | 166.38 | ¥ | 188.40 | ¥ | 264.01 | ¥ | 295.03 | ¥ | 310.69 | ||||||||||
Diluted |
166.38 | 188.40 | 264.01 | 295.03 | 308.34 | |||||||||||||||
Kubota Corporation shareholders equity per common share outstanding |
¥ | 492.51 | ¥ | 454.60 | ¥ | 506.09 | ¥ | 510.75 | ¥ | 466.71 | ||||||||||
Kubota Corporation shareholders equity per 5 common shares outstanding |
¥ | 2,462.55 | ¥ | 2,273.02 | ¥ | 2,530.44 | ¥ | 2,553.74 | ¥ | 2,333.55 | ||||||||||
Cash dividends per common share |
¥ | 14 | ¥ | 15 | ¥ | 13 | ¥ | 11 | ¥ | 9 | ||||||||||
Cash dividends per 5 common shares |
¥ | 70 | ¥ | 75 | ¥ | 65 | ¥ | 55 | ¥ | 45 |
Notes: 1. |
Per share amounts have been calculated per common share and per 5 common shares since each American Depository Share represents 5 shares of common stock. | |
2. |
Cash dividends per common share are based on dividends paid during the year. | |
3. |
In accordance with Accounting Standards Codification 810, Consolidation, the figures of the consolidated statements of income for the prior years have been reclassified to conform to the current year presentation. |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Kubota Corporation:
We have audited the accompanying consolidated balance sheets of Kubota Corporation and subsidiaries (the Company) as of March 31, 2010 and 2009, and the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended March 31, 2010. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our report dated June 19, 2009, we expressed a qualified opinion, because certain information required by Accounting Standards Codification (ASC) 280, Segment Reporting was not presented in the consolidated financial statements for the years ended March 31, 2009 and 2008. As discussed in Note 1 to the consolidated financial statements, the Company has now presented the segment information required by ASC 280 for the years ended March 31, 2009 and 2008. Accordingly, our present opinion on the consolidated financial statements for the years ended March 31, 2009 and 2008, as expressed herein, is different from that expressed in our prior report on the previously issued consolidated financial statements for the years ended March 31, 2009 and 2008.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Kubota Corporation and subsidiaries as of March 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company adopted a new accounting standard for noncontrolling interests during the year ended March 31, 2010.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Companys internal control over financial reporting as of March 31, 2010, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 18, 2010 expressed an unqualified opinion on the Companys internal control over financial reporting.
/s/ Deloitte Touche Tohmatsu LLC
Osaka, Japan
June 18, 2010
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Kubota Corporation:
We have audited the internal control over financial reporting of Kubota Corporation and subsidiaries (the Company) as of March 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2010, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended March 31, 2010 of the Company and our report dated June 18, 2010 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Companys adoption of a new accounting standard for noncontrolling interests during the year ended March 31, 2010.
/s/ Deloitte Touche Tohmatsu LLC
Osaka, Japan
June 18, 2010
F-3
KUBOTA Corporation and Subsidiaries
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
¥ | 111,428 | ¥ | 69,505 | ||||
Notes and accounts receivable: |
||||||||
Trade notes |
57,412 | 65,429 | ||||||
Trade accounts |
317,485 | 324,583 | ||||||
Less: Allowance for doubtful notes and accounts receivable |
(2,821 | ) | (2,512 | ) | ||||
Short-term finance receivablesnet |
104,840 | 97,292 | ||||||
Inventories |
172,323 | 207,401 | ||||||
Other current assets |
60,161 | 54,648 | ||||||
Total current assets |
820,828 | 816,346 | ||||||
Investments and long-term finance receivables: |
||||||||
Investments in and loan receivables from affiliated companies |
15,945 | 14,511 | ||||||
Other investments |
109,306 | 96,197 | ||||||
Long-term finance receivablesnet |
196,473 | 169,257 | ||||||
Total investments and long-term finance receivables |
321,724 | 279,965 | ||||||
Property, plant, and equipment: |
||||||||
Land |
89,664 | 90,479 | ||||||
Buildings |
214,329 | 208,901 | ||||||
Machinery and equipment |
358,354 | 361,323 | ||||||
Construction in progress |
5,306 | 6,970 | ||||||
Total |
667,653 | 667,673 | ||||||
Accumulated depreciation |
(446,760 | ) | (442,052 | ) | ||||
Net property, plant, and equipment |
220,893 | 225,621 | ||||||
Other assets: |
||||||||
Long-term trade accounts receivable |
26,688 | 27,071 | ||||||
Other |
19,670 | 37,680 | ||||||
Less: Allowance for doubtful non-current receivables |
(770 | ) | (859 | ) | ||||
Total other assets |
45,588 | 63,892 | ||||||
Total |
¥ | 1,409,033 | ¥ | 1,385,824 | ||||
F-4
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term borrowings |
¥ | 88,333 | ¥ | 132,100 | ||||
Trade notes payable |
14,266 | 16,405 | ||||||
Trade accounts payable |
143,683 | 163,222 | ||||||
Advances received from customers |
3,397 | 6,306 | ||||||
Notes and accounts payable for capital expenditures |
9,245 | 13,301 | ||||||
Accrued payroll costs |
25,856 | 26,266 | ||||||
Accrued expenses |
27,352 | 25,717 | ||||||
Income taxes payable |
22,842 | 4,733 | ||||||
Other current liabilities |
33,832 | 45,947 | ||||||
Current portion of long-term debt |
71,432 | 60,378 | ||||||
Total current liabilities |
440,238 | 494,375 | ||||||
Long-term liabilities: |
||||||||
Long-term debt |
243,333 | 208,588 | ||||||
Accrued retirement and pension costs |
40,177 | 56,591 | ||||||
Other long-term liabilities |
13,666 | 10,027 | ||||||
Total long-term liabilities |
297,176 | 275,206 | ||||||
Commitments and contingencies |
||||||||
Equity: |
||||||||
Kubota Corporation shareholders equity: |
||||||||
Common stock, |
84,070 | 84,070 | ||||||
Capital surplus |
89,241 | 93,150 | ||||||
Legal reserve |
19,539 | 19,539 | ||||||
Retained earnings |
477,303 | 452,791 | ||||||
Accumulated other comprehensive loss |
(34,491 | ) | (62,184 | ) | ||||
Treasury stock (14,072,545 shares and 13,856,291 shares in 2010 and 2009, respectively), at cost |
(9,265 | ) | (9,082 | ) | ||||
Total Kubota Corporation shareholders equity |
626,397 | 578,284 | ||||||
Noncontrolling interests |
45,222 | 37,959 | ||||||
Total equity |
671,619 | 616,243 | ||||||
Total |
¥ | 1,409,033 | ¥ | 1,385,824 | ||||
See notes to consolidated financial statements.
F-5
Consolidated Statements of Income
KUBOTA Corporation and Subsidiaries
(¥ in millions except per share amounts) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Revenues |
¥ | 930,644 | ¥ | 1,107,482 | ¥ | 1,154,574 | ||||||
Cost of revenues |
681,374 | 810,226 | 824,093 | |||||||||
Selling, general, and administrative expenses |
179,352 | 193,426 | 192,935 | |||||||||
Other operating expenses |
216 | 1,015 | 671 | |||||||||
Operating income |
69,702 | 102,815 | 136,875 | |||||||||
Other income (expenses): |
||||||||||||
Interest and dividend income |
3,381 | 4,822 | 4,472 | |||||||||
Interest expense |
(2,127 | ) | (2,664 | ) | (986 | ) | ||||||
Gain (loss) on sales of securitiesnet |
1,821 | (116 | ) | 704 | ||||||||
Valuation loss on other investments |
(143 | ) | (8,618 | ) | (6,715 | ) | ||||||
Foreign exchange gain (loss)net |
2,894 | (11,525 | ) | (9,043 | ) | |||||||
Othernet |
(2,045 | ) | (1,455 | ) | (2,730 | ) | ||||||
Other income (expenses), net |
3,781 | (19,556 | ) | (14,298 | ) | |||||||
Income from continuing operations before income taxes and equity in net income of affiliated companies |
73,483 | 83,259 | 122,577 | |||||||||
Income taxes: |
||||||||||||
Current |
28,540 | 23,637 | 43,929 | |||||||||
Deferred |
(2,563 | ) | 5,109 | 4,115 | ||||||||
Total income taxes |
25,977 | 28,746 | 48,044 | |||||||||
Equity in net income of affiliated companies |
402 | 222 | 94 | |||||||||
Income from continuing operations |
47,908 | 54,735 | 74,627 | |||||||||
Income from discontinued operations, net of taxes |
| | 189 | |||||||||
Net income |
47,908 | 54,735 | 74,816 | |||||||||
Less: Net income attributable to the noncontrolling interests |
5,582 | 6,671 | 6,790 | |||||||||
Net income attributable to Kubota Corporation |
¥ | 42,326 | ¥ | 48,064 | ¥ | 68,026 | ||||||
Net income attributable to Kubota Corporation per common share: |
||||||||||||
Basic and Diluted: |
||||||||||||
Continuing operations |
¥ | 33.28 | ¥ | 37.68 | ¥ | 52.65 | ||||||
Discontinued operations |
| | 0.15 | |||||||||
Total |
¥ | 33.28 | ¥ | 37.68 | ¥ | 52.80 | ||||||
See notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income (Loss)
KUBOTA Corporation and Subsidiaries
(¥ in millions) |
|||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||||
Net income |
¥ | 47,908 | ¥ | 54,735 | ¥ | 74,816 | |||||
Other comprehensive income (loss), net of tax: |
|||||||||||
Foreign currency translation adjustments |
8,250 | (61,832 | ) | (563 | ) | ||||||
Unrealized gains (losses) on securities |
11,761 | (26,283 | ) | (36,839 | ) | ||||||
Unrealized gains (losses) on derivatives |
556 | (1,512 | ) | (126 | ) | ||||||
Pension liability adjustments |
9,808 | (13,945 | ) | (16,405 | ) | ||||||
Total other comprehensive income (loss) |
30,375 | (103,572 | ) | (53,933 | ) | ||||||
Comprehensive income (loss) |
78,283 | (48,837 | ) | 20,883 | |||||||
Less: Comprehensive income (loss) attributable to the noncontrolling interests |
7,528 | (3,540 | ) | 7,927 | |||||||
Comprehensive income (loss) attributable to Kubota Corporation |
¥ | 70,755 | ¥ | (45,297 | ) | ¥ | 12,956 | ||||
See notes to consolidated financial statements.
F-6
Consolidated Statements of Changes in Equity
KUBOTA Corporation and Subsidiaries
(¥ in millions except shares of common stock outstanding) |
||||||||||||||||||||||||||||||
Kubota Corporation Shareholders Equity | Non- Controlling Interests |
Total Equity |
||||||||||||||||||||||||||||
Common Stock |
Capital Surplus |
Legal Reserve |
Retained Earnings |
Accumulated Other Comprehensive Income(Loss) |
Treasury Stock at Cost |
|||||||||||||||||||||||||
Balance at March 31, 2007 |
¥ | 84,070 | ¥ | 93,150 | ¥ | 19,539 | ¥ | 376,815 | ¥ | 86,247 | ¥ | (184 | ) | ¥ | 36,069 | ¥ | 695,706 | |||||||||||||
Cumulative effect of adopting accounting for uncertainty in income taxes |
261 | 261 | ||||||||||||||||||||||||||||
Net income |
68,026 | 6,790 | 74,816 | |||||||||||||||||||||||||||
Other comprehensive income (loss) |
(55,070 | ) | 1,137 | (53,933 | ) | |||||||||||||||||||||||||
Cash dividends paid to Kubota Corporation shareholders, ¥13 per common share |
(16,777 | ) | (16,777 | ) | ||||||||||||||||||||||||||
Cash dividends paid to noncontriolling interests |
(1,681 | ) | (1,681 | ) | ||||||||||||||||||||||||||
Purchases and sales of treasury stock |
(7,980 | ) | (7,980 | ) | ||||||||||||||||||||||||||
Retirement of treasury stock |
(4,398 | ) | 4,398 | | ||||||||||||||||||||||||||
Increase in noncontrolling interests related to contribution |
1,482 | 1,482 | ||||||||||||||||||||||||||||
Changes in ownership interests in subsidiaries |
(567 | ) | (567 | ) | ||||||||||||||||||||||||||
Balance at March 31, 2008 |
84,070 | 93,150 | 19,539 | 423,927 | 31,177 | (3,766 | ) | 43,230 | 691,327 | |||||||||||||||||||||
Net income |
48,064 | 6,671 | 54,735 | |||||||||||||||||||||||||||
Other comprehensive loss |
(93,361 | ) | (10,211 | ) | (103,572 | ) | ||||||||||||||||||||||||
Cash dividends paid to Kubota Corporation shareholders, ¥15 per common share |
(19,193 | ) | (19,193 | ) | ||||||||||||||||||||||||||
Cash dividends paid to noncontriolling interests |
(767 | ) | (767 | ) | ||||||||||||||||||||||||||
Purchases and sales of treasury stock |
(7 | ) | (5,316 | ) | (5,323 | ) | ||||||||||||||||||||||||
Increase in noncontrolling interests related to contribution |
14 | 14 | ||||||||||||||||||||||||||||
Changes in ownership interests in subsidiaries |
(978 | ) | (978 | ) | ||||||||||||||||||||||||||
Balance at March 31, 2009 |
84,070 | 93,150 | 19,539 | 452,791 | (62,184 | ) | (9,082 | ) | 37,959 | 616,243 | ||||||||||||||||||||
Net income |
42,326 | 5,582 | 47,908 | |||||||||||||||||||||||||||
Other comprehensive income |
28,429 | 1,946 | 30,375 | |||||||||||||||||||||||||||
Cash dividends paid to Kubota Corporation shareholders, ¥14 per common share |
(17,814 | ) | (17,814 | ) | ||||||||||||||||||||||||||
Cash dividends paid to noncontriolling interests |
(489 | ) | (489 | ) | ||||||||||||||||||||||||||
Purchases and sales of treasury stock |
(183 | ) | (183 | ) | ||||||||||||||||||||||||||
Increase in noncontrolling interests related to contribution |
2,109 | 2,109 | ||||||||||||||||||||||||||||
Changes in ownership interests in subsidiaries |
(3,909 | ) | (736 | ) | (1,885 | ) | (6,530 | ) | ||||||||||||||||||||||
Balance at March 31, 2010 |
¥ | 84,070 | ¥ | 89,241 | ¥ | 19,539 | ¥ | 477,303 | ¥ | (34,491 | ) | ¥ | (9,265 | ) | ¥ | 45,222 | ¥ | 671,619 | ||||||||||||
See notes to consolidated financial statements.
F-7
Consolidated Statements of Cash Flows
KUBOTA Corporation and Subsidiaries
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Operating activities: |
||||||||||||
Net income |
¥ | 47,908 | ¥ | 54,735 | ¥ | 74,816 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||||||
Depreciation and amortization |
29,171 | 31,242 | 30,565 | |||||||||
(Gain) loss on sales of securitiesnet |
(1,821 | ) | 116 | (704 | ) | |||||||
Valuation loss on other investments |
143 | 8,618 | 6,715 | |||||||||
(Gain) loss from disposal of fixed assetsnet |
118 | (151 | ) | 925 | ||||||||
Equity in net income of affiliated companies |
(402 | ) | (222 | ) | (94 | ) | ||||||
Deferred income taxes |
(2,563 | ) | 5,109 | 4,115 | ||||||||
Change in assets and liabilities: |
||||||||||||
(Increase) decrease in notes and accounts receivable |
20,380 | (128,586 | ) | 31,750 | ||||||||
(Increase) decrease in inventories |
38,802 | (35,636 | ) | (6,656 | ) | |||||||
(Increase) decrease in interest in sold receivables |
| 70,132 | (6,763 | ) | ||||||||
(Increase) decrease in other current assets |
1,205 | (21,322 | ) | (13,309 | ) | |||||||
Decrease in trade notes and accounts payable |
(22,780 | ) | (19,771 | ) | (23,311 | ) | ||||||
Increase (decrease) in income taxes payable |
18,005 | (7,008 | ) | (10,842 | ) | |||||||
Increase (decrease) in other current liabilities |
(9,896 | ) | 28,727 | 7,539 | ||||||||
Increase (decrease) in accrued retirement and pension costs |
467 | (10,054 | ) | (10,998 | ) | |||||||
Other |
335 | 1,494 | 6,362 | |||||||||
Net cash provided by (used in) operating activities |
119,072 | (22,577 | ) | 90,110 | ||||||||
Investing activities: |
||||||||||||
Purchases of fixed assets |
(26,621 | ) | (32,959 | ) | (35,735 | ) | ||||||
Purchases of investments and change in loan receivables |
(389 | ) | (5,908 | ) | 3,337 | |||||||
Proceeds from sales of property, plant, and equipment |
1,182 | 2,961 | 115 | |||||||||
Proceeds from sales and redemption of investments |
9,101 | 261 | 490 | |||||||||
Increase in finance receivables |
(172,218 | ) | (193,495 | ) | (196,494 | ) | ||||||
Collection of finance receivables |
150,368 | 154,935 | 155,202 | |||||||||
Other |
(4,822 | ) | 184 | 741 | ||||||||
Net cash used in investing activities |
(43,399 | ) | (74,021 | ) | (72,344 | ) | ||||||
Financing activities: |
||||||||||||
Proceeds from issuance of long-term debt |
121,966 | 129,967 | 113,962 | |||||||||
Repayments of long-term debt |
(90,067 | ) | (74,386 | ) | (84,895 | ) | ||||||
Net increase (decrease) in short-term borrowings |
(43,729 | ) | 54,619 | (15,840 | ) | |||||||
Cash dividends |
(17,814 | ) | (19,193 | ) | (16,777 | ) | ||||||
Purchases of treasury stock |
(191 | ) | (5,338 | ) | (7,997 | ) | ||||||
Purchases of noncontrolling interests |
(6,407 | ) | | | ||||||||
Other |
1,570 | (809 | ) | (133 | ) | |||||||
Net cash provided by (used in) financing activities |
(34,672 | ) | 84,860 | (11,680 | ) | |||||||
Effect of exchange rate changes on cash and cash equivalents |
922 | (7,541 | ) | 97 | ||||||||
Net increase (decrease) in cash and cash equivalents |
41,923 | (19,279 | ) | 6,183 | ||||||||
Cash and cash equivalents, beginning of year |
69,505 | 88,784 | 82,601 | |||||||||
Cash and cash equivalents, end of year |
¥ | 111,428 | ¥ | 69,505 | ¥ | 88,784 | ||||||
See notes to consolidated financial statements.
F-8
Notes to Consolidated Financial Statements
KUBOTA Corporation and Subsidiaries
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Kubota Corporation (the parent company) and subsidiaries (collectively the Company) are one of Japans leading manufacturers of a comprehensive range of machinery and other industrial and consumer products, including farm equipment, engines, construction machinery, pipe-related products, environment-related products, and industrial castings.
The manufacturing operations of the Company are conducted primarily at 20 plants in Japan and at 10 overseas plants located in the United States and certain other countries. Farm equipment, construction machinery, ductile iron pipe, and certain other products are sold both in Japan and in overseas markets which consist mainly of North America, Europe, and Asia.
Basis of Financial Statements
The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
In September 2008, the Securities and Exchange Comission amended the foreign issuer reporting requirements to eliminate an option which permitted foreign private issuers to omit segment disclosures in accordance with U.S. GAAP. This amendment is effective for fiscal years ended on or after December 15, 2009, and was adopted by the Company in the year ended March 31, 2010 for all periods presented.
Principles of Consolidation
The consolidated financial statements include the accounts of the parent company and all majority-owned subsidiaries. The accounts of certain consolidated subsidiaries that have December 31 fiscal year-ends have been included in the March 31 consolidated financial statements. The accounts of variable interest entity (VIE) are included in the consolidated financial statements, as applicable.
The Company is involved with a VIE which engages in farming by water culture. The VIE has been consolidated since the Company is the primary beneficiary. Total assets of the VIE at March 31, 2010 were ¥219 million. There are no restrictions on the use of the VIEs assets. Also, the creditors or beneficial interest holders of the consolidated VIE have no recourse to the general credit of the Company. The Company is not a primary beneficiary of the unconsolidated VIEs and does not hold any significant variable interests in these VIEs.
Intercompany items have been eliminated in consolidation.
Investments in affiliates in which the Company has the ability to exercise significant influence over their operating and financial policies, but where the Company does not have a controlling financial interest are accounted for using the equity method.
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. Significant estimates and assumptions are used primarily in the area of inventory valuation, impairment of investments, collectability of notes and receivables, impairment of long-lived assets, accruals for employee retirement and pension plans, valuation allowance for deferred tax assets, uncertain tax positions, revenue recognition for long-term contracts, and loss contingencies. Actual results could differ from those estimates.
Foreign Currency Translation
The assets and liabilities of foreign subsidiaries, using the local currency as their functional currency, are translated to Japanese yen based on the current exchange rate prevailing at each balance sheet date and any resulting translation adjustments are included in accumulated other comprehensive income (loss). Revenues and expenses are translated into Japanese yen using the average exchange rates prevailing for each period presented.
Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Time deposits with original maturities of three months or less amounting to ¥24,230 million, ¥4,022 million, and ¥3,915 million, respectively, were included in cash and cash equivalents at March 31, 2010, 2009, and 2008,.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined by the average-cost method.
F-9
Investments
The Company classifies all its marketable equity securities as available for sale and carries them at fair value with a corresponding recognition of the net unrealized holding gains or losses (net of tax) as an item of other comprehensive income (loss) in equity. The fair values of those securities are determined based on quoted market prices.
Gains and losses on sales of available-for-sale securities as well as other nonmarketable equity securities which are carried at cost are computed on the average-cost method. When a decline in a value of the marketable security is deemed to be other than temporary, the Company recognizes an impairment loss to the extent of the decline. In determining if and when such a decline in value is other than temporary, the Company evaluates the extent to which cost exceeds market value, the duration of market declines, and other key measures. Other non-marketable securities are stated at cost and reviewed periodically for impairment.
Allowance for Doubtful Receivables
The Company provides an allowance for doubtful notes and receivables. The allowance for these doubtful receivables is based on historical collection trends and managements judgement on the collectability of these accounts. Historical collection trends, as well as prevailing and anticipated economic conditions, are routinely monitored by management, and any required adjustment to the allowance is reflected in current operations.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation expenses related to manufacturing activities are included in cost of revenues, and the other depreciation expenses are classified in selling, general, and administrative expenses. Depreciation of those assets is principally computed using the declining-balance method based on the estimated useful lives of the assets. The estimated useful lives range from 10 to 50 years for buildings and from 2 to 14 years for machinery and equipment.
Long-Lived Assets
The Company evaluates long-lived assets to be held and used for impairment using an estimate of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the estimate of undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recorded based on the fair value of the assets. The Company evaluates long-lived assets to be disposed of by sale at the lower of carrying amount or fair value less cost to sell.
Retirement and Pension Plans
The funded status of the Companys defined benefit pension plans and severance indemnity plans are recognized as an asset or a liability in the consolidated balance sheets with a corresponding adjustment to pension liability adjustment in accumulated other comprehensive income (loss), net of tax. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at March 31, the measurement date.
The Company amortizes the prior service costs (benefits) due to the amendments of the benefit plans over the average remaining service period of the participants at the time of amendments. The Company immediately recognizes net actuarial gains and losses in excess of 20% of the larger of the projected benefit obligation or plan assets in the year following the year in which such gains and losses were incurred, while the portion between 10% and 20% is amortized over the average participants remaining service period.
Income Taxes
Deferred tax assets and liabilities are computed based on the differences between the financial statement and the income tax bases of assets and liabilities and tax loss and other carry forwards using the enacted tax rate. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that management believes will more likely than not be realized.
The Company recognizes the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Interest and penalties accrued related to unrecognized tax benefits are included in income taxes in the consolidated statements of income.
Sales Tax
Revenues are presented exclusive of sales tax.
F-10
Revenue Recognition
The Company recognizes revenue related to product sales when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable, and (4) collectibility is reasonably assured. The Company records estimated reductions to sales at the time of sale for sales incentive programs including product discounts, customer promotions, and volume-based rebates.
The sales of environmental and other plant and equipment are recorded when the installation of plant and equipment is completed and accepted by the customer for short-term contracts, and recorded under the percentage-of-completion method of accounting for long-term contracts. (See Note 9. REVENUE RECOGNITION FOR LONG-TERM CONTRACTS.) Estimated losses on sales contracts are charged to income in the period in which they are identified. The percentages of revenues to consolidated revenues for the years ended March 31, 2010, 2009, and 2008 that pertain to long-term contracts were 2.1%, 1.9%, and 1.7%, respectively.
Housing real estate sales are recorded when the title is legally transferred to the customer in accordance with the underlying contract and real estate laws and regulations.
In October 2007, Kubota Maison Co., Ltd., subsidiary of housing real estate, was excluded from consolidated subsidiaries and became an affiliated company. As a result, there were no housing real estate sales for the year ended March 31, 2010 and 2009. The percentage of revenues to consolidated revenues for the years ended March 31, 2008 that pertain to housing real estate sales was 0.3%.
Finance receivables are composed of the total arrangement fee less unamortized discounts. Based on imputed interest for the time value of money and reserve for credit losses, income is recorded over the terms of the receivables using the interest method.
Research and Development and Advertising
Research and development and advertising costs are expensed as incurred.
Shipping and Handling Costs
Shipping and handling costs are included in selling, general, and administrative expenses.
Expense from the Payments for Health Hazard of Asbestos
The Company expenses payments to certain residents who lived near the Companys plant and current and former employees when the Company determines that a payment is warranted based on the medical condition of the individual concerned and in accordance with the Companys policies and procedures.
The Company also accrues an estimated loss from asbestos-related matters by a charge to income if both of the following conditions are met:
(a) | It is probable that a liability has been incurred at the date of financial statements. |
(b) | The amount of loss can be reasonably estimated. |
(See Note 18. COMMITMENTS AND CONTINGENCIES.)
Derivative Financial Instruments
All derivatives are recognized in the consolidated balance sheets at fair value and are reported in other current assets, other assets, other current liabilities, or other long-term liabilities.
On the date the derivative contract is entered into, the Company designates the derivative as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge).
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific assets and liabilities on the consolidated balance sheets or to specific firm commitments or forecasted transactions. The Company considers its hedges to be highly effective in offsetting changes in cash flows of hedged items, because the currency, index of interest rates, amount, and terms of the derivatives correspond to those of the hedged items in accordance with the Companys policy.
Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income (loss), until earnings are affected by the variability in cash flows of the designated hedged item. The ineffective portion of changes in the fair value of derivatives is immediately recorded in earnings.
The Company also uses derivatives not designated as cash flow hedges in certain relationships for economic purposes. Changes in the fair value of derivatives not designated are reported in earnings immediately.
F-11
Fair Value Measurement
Certain assets and liabilities that fall within the scope of the fair value measurements are classified into three levels.
Level 1 | | Quoted prices in active markets for identical assets or liabilities. | ||
Level 2 | | Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. | ||
Level 3 | | Unobservable inputs for the assets or liabilities. These are measured using entitys own assumptions and inputs that are reasonably available or inputs many market participants use with reasonable confidence because observable inputs are not available due to lack of similar assets or liabilities in active markets or inappropriate market price by a decline of liquidity. |
Securitization of Receivables
The Company sold trade receivables to investors through independent securitization trusts until the year ended March 31, 2009. At the time the receivables are sold to the securitization trusts, the balances are removed from the consolidated balance sheets of the Company. The investment in the sold receivables pool is allocated between the portion sold and the portion retained based on their relative fair values on the date of sale. The gain or loss for each qualifying sale of receivables is determined based on book value allocated to the portion sold. If forecasted future cash flows result in an other-than-temporary decline in the fair value of the retained interests, then an impairment loss is recognized to the extent that the fair value is less than the carrying amount. Such losses would be included in the consolidated statements of income. The Company estimates fair value based on the present value of expected future cash flows less credit losses.
Discontinued Operations
The results of discontinued operations are reported as a separate line item in the consolidated statements of income under income (loss) from discontinued operations, net of taxes.
Net income attributable to Kubota Corporation per common share
Net income attributable to Kubota Corporation per common share is computed by dividing net income attributable to Kubota Corporation by the weighted-average number of common shares outstanding during each year. The weighted average number of common shares outstanding for the years ended March 31, 2010, 2009, and 2008 was 1,271,985,454, 1,275,574,702 and 1,288,336,590, respectively. There were no potentially dilutive shares outstanding for the years ended March 31, 2010, 2009, and 2008.
New Accounting Standards
In December 2007, the Financial Accounting Standards Board (FASB) issued a new accounting standard related to business combinations. This standard requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires recognition of contingent consideration and capitalization of in-process research and development at fair values as well as expensing of acquisition-related costs as incurred. This standard is effective in fiscal years beginning after December 15, 2008 and was adopted by the Company on April 1, 2009. The adoption of this statement did not have a material impact on the Companys consolidated results of operations and financial position.
In December 2007, the FASB issued a new accounting standard related to noncontrolling interests in consolidated financial statements. This standard establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This standard is effective in fiscal years beginning after December 15, 2008 and was adopted by the Company on April 1, 2009. Upon the adoption of this standard, noncontrolling interests, which were previously referred to as minority interests and classified between total liabilities and shareholders equity on the consolidated balance sheets, are now included as a separate component of total equity. Net income is classified and attributed between noncontrolling interests and Kubota Corporation in the consolidated statements of income, and related presentation of consolidated statements of cash flows and other consolidated financial statements has been changed. Amounts in the prior consolidated financial statements have been reclassified or adjusted to conform to the current presentation. In addition, changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. The adoption of this standard resulted in a ¥3,909 million decrease of capital surplus at March 31, 2010.
F-12
In December 2008, the FASB issued a new accounting standard related to employers disclosures about postretirement benefit plan assets. This standard requires more detailed disclosures about plan assets including investment allocation, each class of plan assets, valuation techniques used to measure the fair value of plan assets, and concentrations of risk within plan assets. This standard is effective for fiscal years ending after December 15, 2009 and was adopted by the Company for the year ended March 31, 2010. The adoption of this standard did not have a material impact on the Companys consolidated results of operations and financial position.
In May 2009, the FASB issued a new accounting standard related to subsequent events. This standard establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This standard is effective for interim or annual financial periods ending after June 15, 2009. In February 2010, the FASB amended this standard to remove the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated. The Company adopted this standard for the first quarter ended June 30, 2009. The adoption of this standard did not have an impact on the Companys consolidated result of operations and financial position.
In June 2009, the FASB issued the FASB Accounting Standards Codification (ASC). The ASC restructured the previous U.S. GAAP by providing the authoritative literature in a topical structure. The ASC is effective for interim and annual periods ending after September 15, 2009 and was adopted by the Company for the second quarter ended September 30, 2009. The adoption of the ASC did not have an impact on the Companys consolidated results of operations and financial position.
In June 2009, the FASB issued a new accounting standard related to improvements to financial reporting by enterprises involved with VIE. This standard requires an analysis to determine whether the enterprises variable interest or interests give it a controlling financial interest in a VIE. This standard also requires ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE and eliminates the quantitative approach previously required for determining the primary beneficiary of a VIE. This standard is effective for fiscal years beginning after November 15, 2009. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial statements.
In September 2009, the FASB issued a new accounting standard related to investments in certain entities that calculate net asset value per share (or its equivalent). This standard creates a practical expedient to measure the fair value of an investment on the basis of the net asset value per share of the investment (or its equivalent) determined as of the reporting entitys measurement date. This standard is effective for the interim and annual periods ending after December 15, 2009 and was adopted by the Company for the third quarter ended December 31, 2009. The adoption of this standard did not have a material impact on the Companys consolidated results of operations and financial position.
In October 2009, the FASB issued a new accounting standard related to revenue recognition for multiple-deliverable arrangements. This standard requires arrangement consideration be allocated to all deliverables using a selling price or estimated selling price and eliminates the residual method of allocation. This standard also requires additional qualitative and quantitative disclosures. This standard is effective for fiscal years beginning on or after June 15, 2010 and can be applied prospectively for revenue arrangements entered into or materially modified, or retrospectively for all prior periods. The Company is currently calculating the impact of the applying this standard on the consolidated financial statements.
F-13
2. INVENTORIES
Inventories are comprised of the following:
(¥ in millions) |
||||||
At March 31: |
2010 | 2009 | ||||
Finished products |
¥ | 111,280 | ¥ | 132,125 | ||
Spare parts |
23,544 | 23,848 | ||||
Work in process |
22,498 | 31,165 | ||||
Raw materials and supplies |
15,001 | 20,263 | ||||
¥ | 172,323 | ¥ | 207,401 | |||
3. INVESTMENTS IN AND LOAN RECEIVABLES FROM AFFILIATED COMPANIES
Investments in and loan receivables from affiliated companies in which the Company has the ability to exercise significant influence over their operating and financial policies are comprised of the following:
(¥ in millions) |
||||||
At March 31: |
2010 | 2009 | ||||
Investments |
¥ | 15,667 | ¥ | 14,443 | ||
Loan receivables |
278 | 68 | ||||
¥ | 15,945 | ¥ | 14,511 | |||
The following table presents a summary of financial information of affiliated companies:
(¥ in millions) |
||||||
At March 31: |
2010 | 2009 | ||||
Current assets |
¥ | 55,958 | ¥ | 68,841 | ||
Noncurrent assets |
62,414 | 62,858 | ||||
Total assets |
118,372 | 131,699 | ||||
Current liabilities |
61,495 | 74,758 | ||||
Noncurrent liabilities |
19,441 | 20,794 | ||||
Net assets |
¥ | 37,436 | ¥ | 36,147 | ||
(¥ in millions) |
|||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||
Revenues |
¥ | 210,492 | ¥ | 216,430 | ¥ | 215,574 | |||
Cost of revenues |
155,350 | 160,690 | 162,533 | ||||||
Net income |
873 | 419 | 482 |
Trade notes and accounts receivable from affiliated companies at March 31, 2010 and 2009 were ¥24,827 million and ¥21,302 million, respectively.
Revenues from affiliated companies aggregated ¥65,246 million, ¥55,374 million, and ¥48,847 million for the years ended March 31, 2010, 2009, and 2008, respectively.
Cash dividends received from affiliated companies were ¥72 million, ¥46 million, and ¥31 million for the years ended March 31, 2010, 2009, and 2008, respectively.
Retained earnings include net undistributed earnings of affiliated companies in the amount of ¥10,652 million and ¥9,719 million at March 31, 2010 and 2009, respectively.
F-14
4. OTHER INVESTMENTS
The following table presents the cost, fair value, and gross unrealized holding gains and losses for securities by major security type:
(¥ in millions) |
||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
At March 31: |
Cost | Fair Value | Gross Unrealized Holding Gains |
Gross Unrealized Holding Losses |
Cost | Fair Value | Gross Unrealized Holding Gains |
Gross Unrealized Holding Losses | ||||||||||||||||
Other investments: |
||||||||||||||||||||||||
Available-for-sale: |
||||||||||||||||||||||||
Equity securities of financial institutions |
¥ | 24,422 | ¥ | 44,186 | ¥ | 19,775 | ¥ | 11 | ¥ | 24,412 | ¥ | 40,275 | ¥ | 15,864 | ¥ | 1 | ||||||||
Other equity securities |
16,080 | 54,985 | 38,946 | 41 | 17,665 | 40,653 | 23,304 | 316 | ||||||||||||||||
¥ | 40,502 | ¥ | 99,171 | ¥ | 58,721 | ¥ | 52 | ¥ | 42,077 | ¥ | 80,928 | ¥ | 39,168 | ¥ | 317 | |||||||||
The following table presents the gross unrealized losses on, and related fair value of, the Companys available-for-sale securities, aggregated by the length of time that individual investment securities have been in a continuous unrealized loss position:
(¥ in millions) |
||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
Less than 12 months | 12 months or longer | Less than 12 months | 12 months or longer | |||||||||||||||||||||
At March 31: |
Fair Value | Gross Unrealized Holding Losses |
Fair Value | Gross Unrealized Holding Losses |
Fair Value | Gross Unrealized Holding Losses |
Fair Value | Gross Unrealized Holding Losses | ||||||||||||||||
Other investments: |
||||||||||||||||||||||||
Available-for-sale: |
||||||||||||||||||||||||
Equity securities of financial institutions |
¥ | 22 | ¥ | 11 | ¥ | | ¥ | | ¥ | 2 | ¥ | 1 | ¥ | | ¥ | | ||||||||
Other equity securities |
700 | 41 | | | 1,958 | 316 | | | ||||||||||||||||
¥ | 722 | ¥ | 52 | ¥ | | ¥ | | ¥ | 1,960 | ¥ | 317 | ¥ | | ¥ | | |||||||||
For the years ended March 31, 2010, 2009, and 2008, valuation losses on other investments were recognized to reflect the decline in fair value considered to be other-than-temporary totaling ¥143 million, ¥8,618 million, and ¥6,715 million, respectively.
The following table presents proceeds from sales of available-for-sale securities and the gross realized gains and losses on these sales:
(¥ in millions) |
|||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||||
Proceeds from sales of available-for-sale securities |
¥ | 3,588 | ¥ | 182 | ¥ | 2,001 | |||||
Gross realized gains |
1,821 | 20 | 705 | ||||||||
Gross realized losses |
| (132 | ) | (1 | ) |
Investments in non-traded and unaffiliated companies, for which there is no readily determinable fair value, were stated at cost of ¥10,135 million and ¥15,269 million at March 31, 2010 and 2009, respectively. Investments in non-marketable equity securities for which there is no readily determinable fair value were accounted for using the cost method. Each investment in non-marketable equity securities is reviewed annually for impairment or upon the occurrence of an event on change in circumstances that may have a significant adverse effect on the carrying value of the investment.
F-15
5. FINANCE RECEIVABLES
The Company provides retail finance and finance leases to customers mainly in order to facilitate sales of farm equipment and construction machinery.
Finance receivablesnet are comprised of the following:
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
Retail |
¥ | 211,875 | ¥ | 218,745 | ||||
Finance leases |
106,774 | 59,442 | ||||||
Total finance receivables |
318,649 | 278,187 | ||||||
Less: |
||||||||
Unearned income |
(15,630 | ) | (10,052 | ) | ||||
Allowance for credit losses |
(1,706 | ) | (1,586 | ) | ||||
Total finance receivablesnet |
301,313 | 266,549 | ||||||
Less: current portion |
(104,840 | ) | (97,292 | ) | ||||
Long-term finance receivablesnet |
¥ | 196,473 | ¥ | 169,257 | ||||
The following table presents the annual maturities of retail finance receivables and future minimum lease payments on finance leases:
(¥ in millions) |
||||||
Years ending March 31: |
Retail | Finance Leases | ||||
2011 |
¥ | 78,568 | ¥ | 32,413 | ||
2012 |
61,158 | 28,336 | ||||
2013 |
42,488 | 21,548 | ||||
2014 |
23,698 | 13,407 | ||||
2015 |
4,328 | 6,897 | ||||
2016 and thereafter |
1,635 | 4,173 | ||||
Total |
¥ | 211,875 | ¥ | 106,774 | ||
There are no unguaranteed residual values related to finance leases at March 31, 2010.
The Company includes finance income and expenses in revenues and cost of revenues in the consolidated statements of income.
The following table presents the amounts of finance income and expenses included in revenues and cost of revenues:
(¥ in millions) |
|||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||
Finance income |
¥ | 21,364 | ¥ | 23,242 | ¥ | 27,539 | |||
Finance expenses |
10,029 | 11,578 | 15,363 |
F-16
6. ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following table presents the changes in allowance for doubtful notes and accounts receivable:
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Balance at beginning of year |
¥ | 2,512 | ¥ | 1,983 | ¥ | 2,011 | ||||||
Provision for doubtful accounts |
636 | 1,041 | 482 | |||||||||
Write-offs |
(46 | ) | (32 | ) | (531 | ) | ||||||
Other |
(281 | ) | (480 | ) | 21 | |||||||
Balance at end of year |
¥ | 2,821 | ¥ | 2,512 | ¥ | 1,983 | ||||||
The following table presents the changes in allowance for doubtful non-current receivables:
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Balance at beginning of year |
¥ | 859 | ¥ | 981 | ¥ | 2,811 | ||||||
Provision for doubtful accounts |
59 | 50 | 140 | |||||||||
Write-offs |
(74 | ) | (1 | ) | (137 | ) | ||||||
Other |
(74 | ) | (171 | ) | (1,833 | ) | ||||||
Balance at end of year |
¥ | 770 | ¥ | 859 | ¥ | 981 | ||||||
The following table presents the changes in allowance for finance receivables:
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Balance at beginning of year |
¥ | 1,586 | ¥ | 1,380 | ¥ | 1,072 | ||||||
Provision for doubtful accounts |
855 | 914 | 542 | |||||||||
Write-offs |
(327 | ) | (308 | ) | (133 | ) | ||||||
Other |
(408 | ) | (400 | ) | (101 | ) | ||||||
Balance at end of year |
¥ | 1,706 | ¥ | 1,586 | ¥ | 1,380 | ||||||
7. SHORT-TERM BORROWINGS AND LONG-TERM DEBT
Short-term borrowings at March 31, 2010 consisted of notes payable to banks of ¥88,333 million. Short-term borrowings at March 31, 2009 consisted of notes payable to banks of ¥125,600 million and commercial paper of ¥6,500 million.
Stated annual interest rates on short-term borrowings ranged primarily from 0.50% to 4.78% and from 0.20% to 5.41% at March 31, 2010 and 2009, respectively. The weighted average interest rates on such short-term borrowings at March 31, 2010 and 2009 were 1.5% and 3.1%, respectively.
Available committed lines of credit with certain banks at March 31, 2010 and 2009 totaled ¥20,000 million and ¥25,000 million, respectively. The terms of committed lines of credit are 1 year. The Company had no outstanding borrowings as of March 31, 2010 and 2009 related to committed lines of credit.
Long-term debt is comprised of the following:
(¥ in millions) |
||||||||||
At March 31: |
Due in years ending March 31: |
2010 | 2009 | |||||||
Unsecured bonds: |
||||||||||
Yen notes (fixed rate 1.20%) |
2011 | ¥ | 10,000 | ¥ | 10,000 | |||||
Yen notes (floating rate 0.83%) |
2012 | 4,000 | 4,000 | |||||||
Yen notes (floating rate 0.92%) |
2013 | 4,000 | | |||||||
Yen notes (floating rate 0.91%) |
2013 | 2,000 | | |||||||
Yen notes (floating rate 0.65%) |
2013 | 5,000 | | |||||||
U.S.$ notes (floating rate 0.73%) |
2013 | 4,600 | | |||||||
Yen notes (fixed rate 1.54%) |
2013 | 10,000 | 10,000 | |||||||
Yen notes (fixed rate 1.27%) |
2013 | 10,000 | 10,000 | |||||||
Yen notes (fixed rate 1.53%) |
2015 | 10,000 | 10,000 | |||||||
Loans, principally from banks and insurance companies, maturing on various dates through 2018: |
||||||||||
Collateralized |
24,216 | 37,320 | ||||||||
Unsecured |
224,963 | 181,125 | ||||||||
Capital lease obligations |
5,986 | 6,521 | ||||||||
Total |
314,765 | 268,966 | ||||||||
Less: current portion |
(71,432 | ) | (60,378 | ) | ||||||
¥ | 243,333 | ¥ | 208,588 | |||||||
Both fixed and floating rates were included in the interest rates of the long-term loans from banks and insurance companies. The weighted average rates at March 31, 2010 and 2009 were 2.0% and 2.9%, respectively.
F-17
The following table presents the annual maturities of long-term debt at March 31, 2010:
(¥ in millions) |
|||
Years ending March 31: |
|||
2011 |
¥ | 71,432 | |
2012 |
95,545 | ||
2013 |
92,329 | ||
2014 |
17,343 | ||
2015 |
25,258 | ||
2016 and thereafter |
12,858 | ||
Total |
¥ | 314,765 | |
Assets pledged as collateral are comprised of the following:
(¥ in millions) |
||||||
At March 31: |
2010 | 2009 | ||||
Trade notes |
¥ | | ¥ | 2,061 | ||
Trade accounts |
17,806 | 14,214 | ||||
Short-term finance receivables |
18,445 | 23,797 | ||||
Other current assets *1 |
573 | 566 | ||||
Long-term finance receivables |
12,447 | 21,416 | ||||
Property, plant, and equipment |
6,233 | 8,782 | ||||
Total |
¥ | 55,504 | ¥ | 70,836 | ||
*1 | Other current assets represent the restricted cash which are pledged as collateral in accordance with the terms of borrowing. |
The above assets were pledged against the following liabilities:
(¥ in millions) |
||||||
At March 31: |
2010 | 2009 | ||||
Short-term borrowings |
¥ | 20,751 | ¥ | 28,233 | ||
Current portion of long-term debt |
14,137 | 17,416 | ||||
Long-term debt |
10,079 | 19,904 | ||||
Total |
¥ | 44,967 | ¥ | 65,553 | ||
Both short-term and long-term bank loans are made under general agreements which provide that security and guarantees for future indebtedness will be given upon request of the bank, and that the bank has the right to offset cash deposits against obligations that have become due or, in the event of default, against all obligations due to the bank. Long-term agreements with lenders other than banks also generally provide that the Company must give additional security upon request of the lender.
There are restrictive covenants related to its borrowings including clauses of the negative pledges, rating trigger and minimum net worth. The financial covenants are as follows: the rating trigger states that the Company shall keep or be higher than the “BBB” rating by Rating and Investment Information, Inc. and the minimum net worth covenant states that the Company shall keep the amount of total equity of more than ¥405.0 billion on consolidated financial statement and more than ¥287.0 billion on separate financial statement of a parent company. The Company is compliant with those restrictive covenants at March 31, 2010.
F-18
8. RETIREMENT AND PENSION PLANS
The parent company and most subsidiaries mainly in Japan have defined benefit pension plans and/or severance indemnity plans covering substantially all of their employees. In the parent company and certain subsidiaries, employees who terminate their employment have the option to receive benefits in the form of a lump-sum payment or annuity payments from defined benefit pension plans. The benefits are mainly calculated based on accumulated points under the point-based benefits system. The points consist of service period points which are attributed to the length of service, job title points which are attributed to the job title of each employee, and performance points which are attributed to the annual performance evaluation of each employee.
Certain subsidiaries have defined contribution pension plans covering most of their employees.
Funded Status
The following table presents the funded status and the amounts recognized in the consolidated balance sheets:
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
Funded status: |
||||||||
Benefit obligations |
¥ | 168,974 | ¥ | 167,277 | ||||
Fair value of plan assets |
129,156 | 111,006 | ||||||
Funded status-net |
¥ | (39,818 | ) | ¥ | (56,271 | ) | ||
Amounts recognized in the consolidated balance sheets: |
||||||||
Accrued retirement and pension costs |
¥ | (40,177 | ) | ¥ | (56,591 | ) | ||
Prepaid expenses for benefit plans, included in other assets |
359 | 320 | ||||||
Amounts recognized in the consolidated balance sheets-net |
¥ | (39,818 | ) | ¥ | (56,271 | ) | ||
The following table presents the amounts recognized in accumulated other comprehensive income, before tax:
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
Actuarial loss |
¥ | 24,192 | ¥ | 41,371 | ||||
Prior service benefit |
(4,436 | ) | (5,244 | ) | ||||
Total recognized in accumulated other comprehensive income, before tax |
¥ | 19,756 | ¥ | 36,127 | ||||
The following table presents the projected benefit obligations and the fair value of plan assets for the pension plans with projected benefit obligations in excess of plan assets, and the accumulated benefit obligations and the fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets:
(¥ in millions) |
||||||
At March 31: |
2010 | 2009 | ||||
Plans with projected benefit obligations in excess of plan assets: |
||||||
Projected benefit obligations |
¥ | 166,643 | ¥ | 165,625 | ||
Fair value of plan assets |
126,466 | 109,034 | ||||
Plans with accumulated benefit obligations in excess of plan assets: |
||||||
Accumulated benefit obligations |
¥ | 165,148 | ¥ | 164,556 | ||
Fair value of plan assets |
125,074 | 109,034 | ||||
F-19
Benefit Obligations
The following table presents the changes in benefit obligations, the balances of accumulated benefit obligations, and the weighted-average assumptions used in calculating benefit obligation:
(¥ in millions) |
||||||||
2010 | 2009 | |||||||
Change in benefit obligations: |
||||||||
Benefit obligations at beginning of year |
¥ | 167,277 | ¥ | 173,689 | ||||
Service cost |
5,933 | 5,944 | ||||||
Interest cost |
3,646 | 3,730 | ||||||
Actuarial loss (gain) |
3,729 | (2,554 | ) | |||||
Benefits paid (lump-sum payments) |
(7,913 | ) | (7,736 | ) | ||||
Benefits paid (annuity payments) |
(4,247 | ) | (4,079 | ) | ||||
Foreign currency exchange rate changes |
549 | (1,717 | ) | |||||
Benefit obligations at end of year |
¥ | 168,974 | ¥ | 167,277 | ||||
Accumulated benefit obligations at March 31 |
¥ | 168,377 | ¥ | 166,850 | ||||
Weighted-average assumptions used in calculating benefit obligation at March 31*1: |
||||||||
Discount rate |
2.4 | % | 2.5 | % | ||||
*1 | The rate of compensation increase is not used in the calculations of benefit obligations under the point-based benefits system. |
Plan Assets
The following table presents the changes in plan assets:
(¥ in millions) |
||||||||
For the years ended March 31: |
2010 | 2009 | ||||||
Fair value of plan assets at beginning of year |
¥ | 111,006 | ¥ | 130,360 | ||||
Actual return on plan assets |
13,064 | (22,073 | ) | |||||
Employer contributions |
13,830 | 13,374 | ||||||
Benefits paid (lump-sum payments) |
(5,053 | ) | (4,819 | ) | ||||
Benefits paid (annuity payments) |
(4,247 | ) | (4,079 | ) | ||||
Foreign currency exchange rate changes |
556 | (1,757 | ) | |||||
Fair value of plan assets at end of year |
¥ | 129,156 | ¥ | 111,006 | ||||
The Companys policy and objective for plan asset management is to maximize returns on plan assets to meet future benefit payment requirements under risks which the Company considers permissible. To mitigate any potential concentration risk, careful consideration is given to balancing the portfolio among industry sectors, companies and geographies, taking into account interest rate sensitivity, dependence on economic growth, currency and other factors that affect investment returns. The Companys target allocation is 40% equity securities, 58% debt securities, and 2% other investment vehicles, mainly consisting of cash and short-term investments and the general accounts of insurance company.
A large portion of the plan assets is managed by trust banks and investment advisors. Those fund managers are bound by the Companys plan asset management guidelines which are established to achieve the optimized asset compositions in terms of the long-term overall plan asset management, and are measured against specific benchmarks.
To measure the performance of the plan asset management, the Company establishes bench mark return rates for each individual investment, combines these individual bench mark rates based on the asset composition ratios within each asset category, and compares the combined rates with the corresponding actual return rates on each asset category.
F-20
The following table presents the fair value of plan assets by category at March 31, 2010:
(¥ in millions) |
||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Equity securities: |
||||||||||||
Financial institutions (Japanese companies) |
¥ | 6,805 | ¥ | | ¥ | | ¥ | 6,805 | ||||
Other industries (Japanese companies) |
5,129 | | | 5,129 | ||||||||
Pooled funds (Japanese companies) *1 |
| 20,284 | | 20,284 | ||||||||
Pooled funds (foreign companies) * 1 |
| 22,764 | | 22,764 | ||||||||
Debt securities: |
||||||||||||
Pooled funds (Japanese issuers) *2 |
| 58,377 | | 58,377 | ||||||||
Pooled funds (foreign issuers) *3 |
| 10,998 | | 10,998 | ||||||||
Cash and short-term investments |
1,056 | 1,509 | | 2,565 | ||||||||
General accounts of insurance company |
| 1,717 | | 1,717 | ||||||||
Other assets * 4 |
| 205 | 312 | 517 | ||||||||
Fair value of plan assets |
¥ | 12,990 | ¥ | 115,854 | ¥ | 312 | ¥ | 129,156 | ||||
*1 | These funds are invested in listed equity securities. |
*2 | These funds are invested in approximately 85% Japanese government and municipal bonds, and 15% Japanese corporate bonds. |
*3 | These funds are invested in foreign government bonds. |
*4 | This class includes the pooled funds which invest in private equity. |
Plan assets are categorized by level based on the inputs used to measure the fair value of each asset.
The equity securities of financial institutions and other industries are valued at the closing price reported on the stock exchange on which the individual securities are traded. Pooled funds and the general accounts of insurance company are typically valued using the net asset value per share (NAV) provided by the administrator of the fund or insurance company. The NAV is based on the value of the underlying assets owned by the fund or insurance company, minus liabilities and divided by the number of shares or units outstanding. Cash and short-term investments are valued at their cost plus imputed interest. These assets were classified as Level 1 or Level 2 at March 31, 2010, depending on availability of quoted market prices.
The ending balance of, and the change in, the other assets categorized as Level 3 were not material for the year ended March 31, 2010.
Net Periodic Benefit Cost
The following table presents the components of the total net periodic benefit cost for the defined benefit pension plans and the severance indemnity plans:
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Net periodic benefit cost: |
||||||||||||
Service cost |
¥ | 5,933 | ¥ | 5,944 | ¥ | 5,830 | ||||||
Interest cost |
3,646 | 3,730 | 3,751 | |||||||||
Expected return on plan assets |
(2,200 | ) | (2,428 | ) | (3,023 | ) | ||||||
Amortization of prior service benefit |
(808 | ) | (808 | ) | (808 | ) | ||||||
Amortization of actuarial loss |
9,611 | 128 | | |||||||||
Total |
¥ | 16,182 | ¥ | 6,566 | ¥ | 5,750 | ||||||
Weighted-average assumptions used in calculating net periodic benefit cost *1 : |
||||||||||||
Expected return on plan assets |
2.5 | % | 2.5 | % | 3.0 | % | ||||||
Discount rate |
2.5 | % | 2.5 | % | 2.5 | % |
*1 | The rate of compensation increase is not used in the calculations of net periodic benefit cost under the point-based benefits system. |
The amortization of actuarial loss of ¥9,611million for the year ended March 31, 2010 contained the immediate recognition amount of net actuarial losses in excess of 20% of the projected benefit obligation. This actuarial loss was derived from significant decline on fair value of plan assets during the years ended March 31, 2009 and March 31, 2008 due to financial crisis.
F-21
The expected rate of return on plan assets is determined after considering several applicable factors including the composition of plan assets held, assumed risks of asset management, historical results of the returns on plan assets, the Companys principal policy for plan asset management, and forecasted market conditions.
The following table presents the amounts recognized in other comprehensive income (loss), before tax, and the reclassification adjustments for the loss (benefit) realized in net income, before tax:
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Actuarial gain (loss) recognized in other comprehensive income |
¥ | 7,712 | ¥ | (22,897 | ) | ¥ | (26,868 | ) | ||||
Reclassification adjustment for prior service benefit realized in net income |
(808 | ) | (808 | ) | (808 | ) | ||||||
Reclassification adjustment for actuarial loss realized in net income |
9,611 | 128 | | |||||||||
Net recognized in other comprehensive income (loss), before tax |
¥ | 16,515 | ¥ | (23,577 | ) | ¥ | (27,676 | ) | ||||
The following table presents the estimated prior service benefit and actuarial loss that will be amortized from accumulated other comprehensive income into net periodic benefit cost for the year ending March 31, 2011:
(¥ in millions) |
||||
Prior service benefit |
¥ | (808 | ) | |
Actuarial loss |
472 |
Expected Cash Flows
The Company estimates contributions to its defined benefit pension plans for the year ending March 31, 2011, to be approximately ¥14,300 million.
The following table presents the total expected benefit payments to the participants of the defined benefit pension plans and the severance indemnity plans:
(¥ in millions) |
|||
Years ending March 31: |
|||
2011 |
¥ | 12,477 | |
2012 |
12,095 | ||
2013 |
12,140 | ||
2014 |
11,686 | ||
2015 |
11,687 | ||
2016-2020 |
50,238 |
9. REVENUE RECOGNITION FOR LONG-TERM CONTRACTS
Long-term contracts accepted by the Company consist mainly of construction works with the Japanese national government and local governments, such as construction of environmental control plants and facilities for water supply. These contracts are generally completed within two to three years.
The contracts, which are fully executed before the commencement of construction projects, include the terms of the contract price, expected completion date and critical milestone dates, and acceptance inspections (e.g., performance tests and external appearance inspections). The contracts are legally enforceable and the parties are expected to perform their obligations under the contracts. The Company is able to develop reasonably dependable estimates of the total contract cost based on the construction order, that includes details on every single component unit, labor hour costs, and all overhead. Further, the Company believes that it is able to develop reasonably dependable estimates of the extent of progress towards completion of individual contracts and, therefore, the long-term contracts are accounted for using the percentage of completion method. Concerning the method of measuring the extent of progress toward completion, the Company uses the cost-to-cost method in measuring the extent of progress toward completion. In most cases, the Companys contracts with customers include the delivery and installation of component units.
F-22
In the situation where an option or an addition which has separate content from an existing contract has occurred, it is treated as a separate contract. Otherwise, it is combined with the original contract. Additional contract revenue arising from any claims for customer-caused overruns or delays is recognized when the contract modification is approved by the customer. Any revisions in revenue, cost, and profit estimates or in measurements of the extent of progress toward completion are accounted for in the consolidated statements of income in the fiscal year in which those revisions are determined. A disclosure is made of the effect of such revisions in the financial statements, if significant.
The following table details the notes receivable and accounts receivable related to the long-term contracts accounted for under the percentage of completion method, by maturities:
(¥ in millions) |
||||||||||||||||||
2010 | 2009 | |||||||||||||||||
At March 31: |
Less than 1 year |
1-2 years | Over 2 years |
Less than 1 year |
1-2 years | Over 2 years | ||||||||||||
Notes receivable |
¥ | 176 | ¥ | | ¥ | | ¥ | 99 | ¥ | | ¥ | | ||||||
Accounts receivable |
7,945 | 236 | | 8,930 | 40 | | ||||||||||||
¥ | 8,121 | ¥ | 236 | ¥ | | ¥ | 9,029 | ¥ | 40 | ¥ | | |||||||
A large portion of such receivables have already been billed to customers. The total aggregated amounts which had not been billed or were not billable were not material at March 31, 2010 and 2009. The total aggregated amounts subject to uncertainty were not material.
With respect to the inventories related to the long-term contracts, the aggregated amounts of manufacturing or production costs which exceed the aggregated estimate costs of all in-process, the total aggregated amounts subject to uncertainty, and advances received offset with inventories were not material at March 31, 2010 and 2009.
10. INCOME TAXES
Income from continuing operations before income taxes and equity in net income of affiliated companies and income taxes are comprised of the following:
(¥ in millions) |
|||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||||
Income from continuing operations before income taxes and equity in net income of affiliated companies: | |||||||||||
Domestic |
¥ | 42,208 | ¥ | 35,739 | ¥ | 65,172 | |||||
Foreign |
31,275 | 47,520 | 57,405 | ||||||||
Total |
¥ | 73,483 | ¥ | 83,259 | ¥ | 122,577 | |||||
Income taxes: |
|||||||||||
Current |
|||||||||||
Domestic |
¥ | 16,462 | ¥ | 5,719 | ¥ | 26,550 | |||||
Foreign |
12,078 | 17,918 | 17,379 | ||||||||
28,540 | 23,637 | 43,929 | |||||||||
Deferred |
|||||||||||
Domestic |
(2,090 | ) | 7,073 | 3,537 | |||||||
Foreign |
(473 | ) | (1,964 | ) | 578 | ||||||
(2,563 | ) | 5,109 | 4,115 | ||||||||
Total |
¥ | 25,977 | ¥ | 28,746 | ¥ | 48,044 | |||||
F-23
A reconciliation of the differences between the Japanese statutory tax rate and the effective tax rate is as follows:
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||
Normal Japanese statutory tax rates applied to income from continuing operations before income taxes and equity in net income of affiliated companies |
40.6 | % | 40.6 | % | 40.6 | % | |||
Increase (decrease) in taxes resulting from: |
|||||||||
Increase (decrease) in valuation allowance |
(0.2 | ) | 0.4 | 0.1 | |||||
Permanently nondeductible expenses *1 |
0.4 | 4.1 | 0.4 | ||||||
Nontaxable dividend income |
(0.4 | ) | (0.7 | ) | (0.4 | ) | |||
Extra tax deduction on expenses for research and development |
(2.8 | ) | (0.5 | ) | (1.7 | ) | |||
Reversal of taxes provided on unremitted earnings of foreign subsidiaries and affiliates *2 |
| (8.3 | ) | | |||||
Othernet |
(2.2 | ) | (1.1 | ) | 0.2 | ||||
Effective income tax rates applied to income from continuing operations before income taxes and equity in net income of affiliated companies |
35.4 | % | 34.5 | % | 39.2 | % | |||
*1 | Permanently nondeductible expenses for the year ended March 31, 2009 consisted primarily of nondeductible surcharge expense of ¥2,958 million for the alleged violation of the Anti-Monopoly Law. |
*2 | Reversal of taxes provided on unremitted earnings of foreign subsidiaries and affiliates for the year ended March 31, 2009 amounting to ¥6,870 million was due to Japanese tax law revision related to the taxation of dividends from overseas subsidiaries and affiliates. |
Net deferred tax assets are included in the consolidated balance sheets as follows:
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
Other current assets |
¥ | 29,938 | ¥ | 26,583 | ||||
Other assets |
4,199 | 16,683 | ||||||
Other current liabilities |
(4 | ) | (2 | ) | ||||
Other long-term liabilities |
(3,119 | ) | (254 | ) | ||||
Net deferred tax assets |
¥ | 31,014 | ¥ | 43,010 | ||||
The significant components of deferred tax assets and liabilities are as follows:
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
Deferred tax assets: |
||||||||
Allowance for doubtful receivables |
¥ | 1,030 | ¥ | 1,069 | ||||
Intercompany profits |
7,483 | 6,121 | ||||||
Adjustment of investment securities |
8,334 | 8,445 | ||||||
Write-downs of inventories and fixed assets |
1,404 | 1,988 | ||||||
Accrued bonus |
5,847 | 5,938 | ||||||
Retirement and pension costs |
19,115 | 25,960 | ||||||
Tax loss and credit carryforwards |
4,025 | 3,991 | ||||||
Other temporary differences |
21,737 | 21,086 | ||||||
Gross deferred tax assets |
68,975 | 74,598 | ||||||
Less: valuation allowance |
(1,509 | ) | (1,631 | ) | ||||
Net deferred tax assets |
¥ | 67,466 | ¥ | 72,967 | ||||
Deferred tax liabilities: |
||||||||
Adjustment of investment securities |
¥ | 25,554 | ¥ | 17,570 | ||||
Unremitted earnings of foreign subsidiaries and affiliates |
7,284 | 5,878 | ||||||
Other temporary differences |
3,614 | 6,509 | ||||||
Gross deferred tax liabilities |
¥ | 36,452 | ¥ | 29,957 | ||||
Deferral of income taxes relating to intercompany profits of ¥7,483 million and ¥6,121 million at March 31, 2010 and 2009 included in the above table is accounted for in accordance with ASC 810, Consolidation. The movements of ¥1,362 million, ¥(5,672) million, and ¥(547) million for the years ended March 31, 2010, 2009, and 2008 in such deferral of income taxes are presented as Income taxes Deferred in the consolidated statements of income. The total amounts of deferred tax assets recorded in accordance with ASC 740, Income Taxes were ¥59,983 million and ¥66,846 million at March 31, 2010 and 2009, respectively.
F-24
Provisions have been recorded for unremitted earnings of all foreign subsidiaries and affiliates where earnings are not deemed to be permanently reinvested. Substantially all of the undistributed earnings of domestic subsidiaries and affiliates would not, under present Japanese tax law, be subject to tax through tax-free distributions.
The following table presents the reconciliation of the beginning and ending balances of the valuation allowance:
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Balance at beginning of year |
¥ | 1,631 | ¥ | 1,326 | ¥ | 1,212 | ||||||
Addition |
391 | 565 | 421 | |||||||||
Deduction |
(513 | ) | (260 | ) | (307 | ) | ||||||
Balance at end of year |
¥ | 1,509 | ¥ | 1,631 | ¥ | 1,326 | ||||||
Based upon the level of historical taxable income and projections for future taxable income over the periods which the net deductible temporary differences are expected to reverse and/or the tax losses and credits are carried forward, management believes it is more likely than not that the Company will realize the benefits of these deferred tax assets, net of the existing valuation allowances at March 31, 2010.
At March 31, 2010, the tax loss carryforwards in the aggregate amounted to ¥10,048 million, which are available to offset future taxable income, and will expire in the period from 2011 through 2017.
The following table presents the reconciliation of unrecognized tax benefits:
(¥ in millions) |
||||||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | |||||||||
Balance at beginning of year |
¥ | 6,759 | ¥ | 6,950 | ¥ | 3,491 | ||||||
Gross increase for tax positions taken in prior years |
26 | 31 | 3,535 | |||||||||
Gross decrease for tax positions taken in prior years |
(2,029 | ) | (23 | ) | (40 | ) | ||||||
Settlements |
(4,534 | ) | (108 | ) | (11 | ) | ||||||
Lapse of statute of limitations |
(27 | ) | (15 | ) | (9 | ) | ||||||
Other |
5 | (76 | ) | (16 | ) | |||||||
Balance at end of year |
¥ | 200 | ¥ | 6,759 | ¥ | 6,950 | ||||||
The total amount of unrecognized tax benefits that would affect the effective tax rate, if recognized, is not material at March 31, 2010, 2009, and 2008.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income taxes in the consolidated statements of income. Both interest and penalties accrued at March 31, 2010, 2009, and 2008, and interest and penalties included in income taxes for the years ended March 31, 2010, 2009, and 2008 were not material.
During the year ended March 31, 2008, the U.S. Internal Revenue Service (IRS) and the National Taxation Agency in Japan (NTA) reached an agreement on a bilateral Advance Pricing Agreement (APA), for which the Company had submitted requests with respect to certain intercompany transactions between related parties in U.S. and Japan. The Company accrued an estimated additional tax payment to the NTA of ¥6,500 million and ¥6,521 million in other long-term liabilities at March 31, 2009 and 2008, respectively, and recognized an estimated tax refund from the IRS of ¥4,647 million and ¥5,941 million in other assets at March 31, 2009 and 2008, respectively.
The Company accrued a tax payment to the NTA of ¥4,534 million in income taxes payable and recognized a tax refund from the IRS of ¥2,807 million in other current assets at March 31, 2010 by settling the related unrecognized tax benefits due to the expiration of the period covered by the APA. This difference between estimates and actual results is attributed to decline in operating profit ratio of the U.S. subsidiaries, and is included in Gross decrease for tax positions taken in prior year in the above table.
Based on the information available as of March 31, 2010, a change to the unrecognized tax benefits within the next 12 months is not material.
The Company files income tax returns in Japan, U.S., and various foreign tax jurisdictions. At March 31, 2010, the Company is no longer subject, with limited exception, to regular income tax examinations by the tax authorities for the years on or before March 31, 2008 in Japan, and for the years on or before December 31, 2001 in U.S., respectively. While the tax authority could conduct a transfer pricing examination for the years on and after April 1, 2001, the intercompany transactions between related parties in U.S. and Japan will not be subject to a tax examination since the Advance Pricing Agreement between U.S. and Japan has been agreed.
F-25
11. SHAREHOLDERS EQUITY
Dividends
The Corporate Law of Japan (the Corporate Law) permits companies to pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution of the shareholders meeting. Semiannual interim dividends may also be paid once a year upon resolution of the Board of Directors if the articles of incorporation of the companies so stipulate. For companies that meet certain criteria such as (1) having the Board of Directors, (2) having independent auditors, (3) having the Board of Corporate Auditors, (4) the term of service of the directors is one year rather than two years of normal term, and (5) prescribing that the Board of Directors may declare dividends in its articles of incorporation, the Board of Directors may declare dividends (except for dividends in kind). The Company meets all the above criteria.
The Corporate Law also provides certain limitations on the amounts available for dividends. Under the Corporate Law, the amount available for dividends is based on other retained earnings, less treasury stock, as recorded on the books of the parent company. At March 31, 2010, other retained earnings, less treasury stock, recorded on the parent Companys books of account were ¥218,109 million.
Purchase of Treasury Stock
The Corporate Law also provides for companies to purchase treasury stock. Companies may purchase its treasury stock through market transactions by resolution of the Board of Directors if companies have prescribed so in its articles of incorporation. The Company meets this condition. The same limitations as dividends exist in the amount available for this purchase of treasury stock.
Increases/Decreases and Transfer of Common Stock, Reserve, and Surplus
The Corporate Law requires that an amount equal to 10% of dividends must be appropriated as additional paid-in capital or as a legal reserve depending on the equity account charged upon the payment of such dividends until the total of additional paid-in capital and legal reserve equals 25% of the common stock. Under the Corporate Law, the total amount of additional paid-in capital and legal reserve may be reversed without limitation of such threshold. The Corporate Law also provides that common stock, capital surplus, legal reserve, and other retained earnings can be transferred among the accounts under certain conditions upon resolution of the shareholders meeting.
Accumulated Other Comprehensive Income (Loss)
The following table presents the components of accumulated other comprehensive income (loss), net of taxes:
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
Foreign currency translation adjustments |
¥ | (42,215 | ) | ¥ | (47,887 | ) | ||
Unrealized gains on securities |
21,050 | 9,322 | ||||||
Unrealized losses on derivatives |
(1,592 | ) | (2,162 | ) | ||||
Pension liability adjustments |
(11,734 | ) | (21,457 | ) | ||||
Total accumulated other comprehensive loss |
¥ | (34,491 | ) | ¥ | (62,184 | ) | ||
Effects of Changes in Ownership Interests in Subsidiaries
The following table presents the effects of changes in Kubota Corporations ownership interests in its subsidiaries on Kubota Corporation shareholders equity for the year ended March 31, 2010:
(¥ in millions) |
||||
Net income attributable to Kubota Corporation |
¥ | 42,326 | ||
Transfers from (to) the noncontrolling interests: |
||||
Increase in capital surplus for purchases of noncontrolling interests |
125 | |||
Decrease in capital surplus for purchases of noncontrolling interests |
(3,828 | ) | ||
Decrease in capital surplus for changes in ownership interests in subsidiaries from other transactions |
(206 | ) | ||
Net transfers to the noncontrolling interests |
(3,909 | ) | ||
Change from net income attributable to Kubota Corporation and transfer to noncontrolling interests |
¥ | 38,417 | ||
F-26
12. OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the components of other comprehensive income (loss), including reclassification adjustments and tax effects:
(¥ in millions) |
||||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
For the years ended March 31: |
Before-tax Amount |
Tax
Benefit (Expense) |
Net-of-tax Amount |
Before-tax Amount |
Tax
Benefit (Expense) |
Net-of-tax Amount |
Before-tax Amount |
Tax
Benefit (Expense) |
Net-of-tax Amount |
|||||||||||||||||||||||||||
Foreign currency translation adjustments: |
||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments arising during period |
¥ | 8,248 | ¥ | 2 | ¥ | 8,250 | ¥ | (62,293 | ) | ¥ | 461 | ¥ | (61,832 | ) | ¥ | (1,794 | ) | ¥ | 1,231 | ¥ | (563 | ) | ||||||||||||||
Reclassification adjustment for losses (gains) realized in net income |
| | | | | | | | | |||||||||||||||||||||||||||
8,248 | 2 | 8,250 | (62,293 | ) | 461 | (61,832 | ) | (1,794 | ) | 1,231 | (563 | ) | ||||||||||||||||||||||||
Unrealized gains (losses) on securities: |
||||||||||||||||||||||||||||||||||||
Unrealized gains (losses) on securities arising during period |
21,476 | (8,718 | ) | 12,758 | (53,868 | ) | 21,870 | (31,998 | ) | (68,025 | ) | 27,615 | (40,410 | ) | ||||||||||||||||||||||
Reclassification adjustment for losses (gains) realized in net income |
(1,678 | ) | 681 | (997 | ) | 8,734 | (3,019 | ) | 5,715 | 6,011 | (2,440 | ) | 3,571 | |||||||||||||||||||||||
19,798 | (8,037 | ) | 11,761 | (45,134 | ) | 18,851 | (26,283 | ) | (62,014 | ) | 25,175 | (36,839 | ) | |||||||||||||||||||||||
Unrealized gains (losses) on derivatives: |
||||||||||||||||||||||||||||||||||||
Unrealized losses on derivatives arising during period |
(1,310 | ) | 472 | (838 | ) | (2,378 | ) | 1,054 | (1,324 | ) | (916 | ) | 322 | (594 | ) | |||||||||||||||||||||
Reclassification adjustments for losses (gains) realized in net income |
2,179 | (785 | ) | 1,394 | (316 | ) | 128 | (188 | ) | 795 | (327 | ) | 468 | |||||||||||||||||||||||
869 | (313 | ) | 556 | (2,694 | ) | 1,182 | (1,512 | ) | (121 | ) | (5 | ) | (126 | ) | ||||||||||||||||||||||
Pension liability adjustments: |
||||||||||||||||||||||||||||||||||||
Pension liability adjustments arising during period |
7,712 | (3,133 | ) | 4,579 | (22,897 | ) | 9,356 | (13,541 | ) | (26,868 | ) | 10,943 | (15,925 | ) | ||||||||||||||||||||||
Reclassification adjustment for losses (gains) realized in net income |
8,803 | (3,574 | ) | 5,229 | (680 | ) | 276 | (404 | ) | (808 | ) | 328 | (480 | ) | ||||||||||||||||||||||
16,515 | (6,707 | ) | 9,808 | (23,577 | ) | 9,632 | (13,945 | ) | (27,676 | ) | 11,271 | (16,405 | ) | |||||||||||||||||||||||
Other comprehensive income (loss) |
¥ | 45,430 | ¥ | (15,055 | ) | ¥ | 30,375 | ¥ | (133,698 | ) | ¥ | 30,126 | ¥ | (103,572 | ) | ¥ | (91,605 | ) | ¥ | 37,672 | ¥ | (53,933 | ) | |||||||||||||
The following table presents the components of other comprehensive income (loss) attributable to Kubota Corporation and noncontrolling interests:
(¥ in millions) |
||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||
For the years |
Kubota Corporation |
Non-controlling Interests |
Total | Kubota Corporation |
Non-controlling Interests |
Total | Kubota Corporation |
Non-controlling Interests |
Total | |||||||||||||||||||||||||
Foreign currency translation adjustments |
¥ | 6,408 | ¥ | 1,842 | ¥ | 8,250 | ¥ | (51,789 | ) | ¥ | (10,043 | ) | ¥ | (61,832 | ) | ¥ | (1,425 | ) | ¥ | 862 | ¥ | (563 | ) | |||||||||||
Unrealized gains (losses) on securities |
11,728 | 33 | 11,761 | (26,270 | ) | (13 | ) | (26,283 | ) | (36,834 | ) | (5 | ) | (36,839 | ) | |||||||||||||||||||
Unrealized gains (losses) on derivatives |
570 | (14 | ) | 556 | (1,512 | ) | | (1,512 | ) | (485 | ) | 359 | (126 | ) | ||||||||||||||||||||
Pension liability adjustments |
9,723 | 85 | 9,808 | (13,790 | ) | (155 | ) | (13,945 | ) | (16,326 | ) | (79 | ) | (16,405 | ) | |||||||||||||||||||
Other comprehensive income (loss) |
¥ | 28,429 | ¥ | 1,946 | ¥ | 30,375 | ¥ | (93,361 | ) | ¥ | (10,211 | ) | ¥ | (103,572 | ) | ¥ | (55,070 | ) | ¥ | 1,137 | ¥ | (53,933 | ) | |||||||||||
F-27
13. DERIVATIVE FINANCIAL INSTRUMENTS
Risk Management Policy
The Company is subject to market rate risks due to fluctuation of foreign currency exchange rates and interest rates. The Company manages these risks by using derivative financial instruments in accordance with established policies and procedures. The Company does not use derivative financial instruments for trading purposes. The credit risks associated with these instruments are not considered to be significant since the counterparties are financial institutions with high creditworthiness and the Company does not anticipate any such losses.
Foreign Currency Exchange Risks
The Companys foreign currency exposure relates primarily to its foreign currency denominated assets in its international operations. The Company entered into foreign exchange forward contracts and foreign currency option contracts (foreign exchange contracts) designated to mitigate its exposure to foreign currency exchange risks.
Interest Rate Risks
The Company is exposed to interest rate risks mainly inherent in its debt obligations with both fixed and variable rates. Debt obligations that are sensitive to interest rate changes are disclosed in Note 7. In order to hedge these risks, the Company uses interest rate swap contracts and cross-currency interest rate swap contracts to change the characteristics of its fixed and variable rate exposures.
Cash Flow Hedges
The accounting treatments of changes in the fair value of foreign exchange contracts and interest rate swap agreements depend on whether derivatives are designated as cash flow hedges. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges are reported in accumulated other comprehensive income. As for foreign exchange contracts related to forecasted intercompany transactions, the amounts are subsequently reclassified into earnings when unrelated third party transactions occur. In the case of interest rate swaps, the amounts are reclassified into earnings when the related interest expense is recognized. The unrecognized net loss (net of tax) of approximately ¥ 1,019 million on derivatives included in accumulated other comprehensive income (loss) at March 31, 2010 will be reclassified into earnings within the next 12 months. The ineffective portion of changes in the fair value of derivatives is immediately recorded in earnings.
Derivatives Not Designated as Hedging Instruments
The Company uses derivatives not designated as cash flow hedges in certain relationships, such as a part of foreign exchange contracts, interest rate swap contracts, and cross-currency interest rate swap contracts, for economic purposes. Changes in the fair value of derivatives not designated are reported in earnings immediately.
Fair Values of Derivative Instruments
(¥ in millions) | ||||||||||||||||||
Other current assets | Other current liabilities | Other long-term liabilities | ||||||||||||||||
At March 31: |
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Derivatives designated as hedging instruments: |
||||||||||||||||||
Foreign exchange contracts |
¥ | 14 | ¥ | | ¥ | | ¥ | 139 | ¥ | | ¥ | | ||||||
Interest rate swap contracts |
| | 1,688 | 3,153 | 704 | 48 | ||||||||||||
Cross-currency interest rate swap contracts |
| | 41 | | 52 | | ||||||||||||
Total derivatives designated as hedging instruments |
¥ | 14 | ¥ | | ¥ | 1,729 | ¥ | 3,292 | ¥ | 756 | ¥ | 48 | ||||||
Derivatives not designated as hedging instruments: |
||||||||||||||||||
Foreign exchange contracts |
¥ | 2 | ¥ | 7 | ¥ | 474 | ¥ | 1,939 | ¥ | | ¥ | | ||||||
Interest rate swap contracts |
| | 230 | 223 | 142 | 511 | ||||||||||||
Cross-currency interest rate swap contracts |
| | 1,032 | 72 | 1,491 | 137 | ||||||||||||
Total derivatives not designated as hedging instruments |
¥ | 2 | ¥ | 7 | ¥ | 1,736 | ¥ | 2,234 | ¥ | 1,633 | ¥ | 648 | ||||||
Total |
¥ | 16 | ¥ | 7 | ¥ | 3,465 | ¥ | 5,526 | ¥ | 2,389 | ¥ | 696 | ||||||
Income Effect of Derivative Instruments
(¥ in millions) |
||||||||||
Gain (Loss) (before tax) Recognized in Other Comprehensive
Income and Realized in Net Income |
||||||||||
Derivative instruments in cash flow hedges |
Effective Portion Recognized in OCI |
Consolidated Statements of Income Line Item |
Effective Portion Reclassified from Accumulated OCI to Net Income |
|||||||
For the year ended March 31, 2010: |
||||||||||
Foreign exchange contracts |
¥ | 356 | Revenues | ¥ | 203 | |||||
Interest rate swap contracts |
(1,495 | ) | Interest expense | (2,304 | ) | |||||
Cross-currency interest rate swap contracts |
(171 | ) | Interest expense | (78 | ) | |||||
Total |
¥ | (1,310 | ) | ¥ | (2,179 | ) | ||||
For the three months ended March 31, 2009: |
||||||||||
Foreign exchange contracts |
¥ | (139 | ) | Revenues | ¥ | 563 | ||||
Interest rate swap contracts |
(1,637 | ) | Interest expense | (177 | ) | |||||
Total |
¥ | (1,776 | ) | ¥ | 386 | |||||
(¥ in millions) |
||||||
Gain (Loss) (before tax) Recognized in Net Income | ||||||
Derivative instruments not designated as hedging instruments |
Consolidated Statements of Income Line Item |
Gain
(Loss) Recognized in Net Income |
||||
For the year ended March 31, 2010: |
||||||
Foreign exchange contracts |
Foreign exchange gain (loss)net | ¥ | 1,346 | |||
Interest rate swap contracts |
Othernet | (175 | ) | |||
Cross-currency interest rate swap contracts |
Othernet | (2,525 | ) | |||
Total |
¥ | (1,354 | ) | |||
For the three months ended March 31, 2009: |
||||||
Foreign exchange contracts |
Foreign exchange gain (loss)net | ¥ | (5,026 | ) | ||
Interest rate swap contracts |
Othernet | (340 | ) | |||
Cross-currency interest rate swap contracts |
Othernet | (209 | ) | |||
Total |
¥ | (5,575 | ) | |||
The amount of gain or loss related to the hedging ineffectiveness was not material for the year ended March 31, 2010.
F-28
14. FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK
Fair Value of Financial Instruments
The following table summarizes the carrying value and fair value of financial instruments:
(¥ in millions) |
||||||||||||||||
2010 | 2009 | |||||||||||||||
At March 31: |
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||
Financial assets: |
||||||||||||||||
Finance receivablesnet |
¥ | 211,363 | ¥ | 212,021 | ¥ | 217,503 | ¥ | 223,508 | ||||||||
Long-term trade accounts receivable |
47,610 | 50,409 | 50,004 | 52,616 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Long-term debt |
(308,779 | ) | (309,258 | ) | (262,445 | ) | (261,891 | ) |
The fair value of finance receivables, long-term trade accounts receivable, and long-term debt is based on discounted cash flows using the current market rate. The carrying value of finance receivablesnet at March 31, 2010 and 2009 in the table excludes finance leases. Long-term trade accounts receivable in the table includes the current portion, which is included in trade accounts receivable on the consolidated balance sheet.
The carrying value of cash and cash equivalents, notes and accounts receivable and payable (excluding the current portion of long-term trade accounts receivable), and short-term borrowings approximate the fair value because of the short maturity of those instruments. The carrying value and fair value of other investments and derivatives are disclosed in Note 15.
Concentration of Credit Risks
A large portion of trade accounts receivable and retail finance receivables are from dealers or customers in the farm equipment market in North America. Trade accounts receivable and retail finance receivables arise from the sales of the Companys products to a large number of dealers and to retail customers, respectively. The Company considers that credit risks on these receivables are limited since no single dealer or customer represents a significant concentration of credit risks.
F-29
15. FAIR VALUE MEASUREMENTS
The following table presents the Companys financial assets and financial liabilities that are measured at fair value on a recurring basis:
(¥ in millions) |
||||||||||||
At March 31: |
Level 1 | Level 2 | Level 3 | Total | ||||||||
2010: |
||||||||||||
Assets: |
||||||||||||
Available-for-sale securities: |
||||||||||||
Equity securities of financial institutions |
¥ | 44,186 | ¥ | | ¥ | | ¥ | 44,186 | ||||
Other equity securities |
54,985 | | | 54,985 | ||||||||
Derivatives: |
||||||||||||
Foreign exchange contracts |
| 16 | | 16 | ||||||||
Total assets |
¥ | 99,171 | ¥ | 16 | ¥ | | ¥ | 99,187 | ||||
Liabilities: |
||||||||||||
Derivatives: |
||||||||||||
Foreign exchange contracts |
¥ | | ¥ | 474 | ¥ | | ¥ | 474 | ||||
Interest rate swap contracts |
| 2,764 | | 2,764 | ||||||||
Cross-currency interest rate swap contracts |
| 2,616 | | 2,616 | ||||||||
Total liabilities |
¥ | | ¥ | 5,854 | ¥ | | ¥ | 5,854 | ||||
2009: |
||||||||||||
Assets: |
||||||||||||
Available-for-sale securities: |
||||||||||||
Equity securities of financial institutions |
¥ | 40,275 | ¥ | | ¥ | | ¥ | 40,275 | ||||
Other equity securities |
40,653 | | | 40,653 | ||||||||
Derivatives: |
||||||||||||
Foreign exchange contracts |
| 7 | | 7 | ||||||||
Total assets |
¥ | 80,928 | ¥ | 7 | ¥ | | ¥ | 80,935 | ||||
Liabilities: |
||||||||||||
Derivatives: |
||||||||||||
Foreign exchange contracts |
¥ | | ¥ | 2,078 | ¥ | | ¥ | 2,078 | ||||
Interest rate swap contracts |
| 3,935 | | 3,935 | ||||||||
Cross-currency interest rate swap contracts |
| 209 | | 209 | ||||||||
Total liabilities |
¥ | | ¥ | 6,222 | ¥ | | ¥ | 6,222 | ||||
Available-for-sale securities are valued using a quoted price for identical instruments in active markets. Derivatives are valued using observable market inputs from major international financial institutions.
16. SUPPLEMENTAL EXPENSE INFORMATION
The following table presents the amounts of research and development expenses, advertising costs, shipping and handling costs, and depreciation included in cost of revenues and selling, general, and administrative expenses:
(¥ in millions) |
|||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||
Research and development expenses |
¥ | 25,241 | ¥ | 26,290 | ¥ | 24,784 | |||
Advertising costs |
7,658 | 9,721 | 9,550 | ||||||
Shipping and handling costs |
36,497 | 49,172 | 51,068 | ||||||
Depreciation |
28,903 | 30,467 | 30,119 |
Other operating expenses for the year ended March 31, 2009 included a loss from impairment of fixed assets of ¥748 million.
Other operating expenses for the year ended March 31, 2008 included a loss from disposal of fixed assets of ¥925 million and a gain on disposal of business of ¥314 million resulting from a partial sale of the shares of a company which conducts condominium business.
F-30
17. SECURITIZATION OF RECEIVABLES
The Company sold trade receivables to investors through independent securitization trusts until the year ended March 31, 2009. The Company has no sold receivables at March 31, 2010 and 2009.
The Company recognized pretax losses resulting from the sales of trade receivables of ¥679 million and ¥3,008 million for the years ended March 31, 2009 and 2008, respectively. The Company recognized pretax gains resulting from the sales of finance receivables of ¥77 million for the year ended March 31, 2008.
The Company continued to service the receivables for a fee based on a percentage of the receivables transferred. The investors and the securitization trusts had no recourse to the Companys assets for failure of debtors to pay when due. The amount of servicing assets or liabilities was not material at March 31, 2008.
The following table summarizes certain cash flows received from securitization trusts:
(¥ in millions) |
|||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||
Proceeds from collections reinvested in revolving-period securitizations |
¥ | | ¥ | 55,561 | ¥ | 160,468 | |||
Servicing fees received |
| 230 | 413 |
18. COMMITMENTS AND CONTINGENCIES
Commitments
The Company leases certain office space and equipment and employee housing under cancelable and noncancelable lease agreements. Leased assets under capital leases are comprised of the following:
(¥ in millions) |
||||||||
At March 31: |
2010 | 2009 | ||||||
Machinery and equipment |
¥ | 11,633 | ¥ | 12,415 | ||||
Accumulated depreciation |
(7,572 | ) | (6,961 | ) | ||||
Software |
302 | 350 | ||||||
¥ | 4,363 | ¥ | 5,804 | |||||
Amortization expenses under capital leases for the years ended March 31, 2010, 2009, and 2008 were ¥4,550 million, ¥4,840 million, and ¥3,861 million, respectively.
The following table presents the annual maturities of future minimum lease commitments under capital and non-cancelable operating leases at March 31, 2010:
(¥ in millions) |
|||||||
Years ending March 31: |
Capital Leases | Operating Leases | |||||
2011 |
¥ | 3,201 | ¥ | 1,088 | |||
2012 |
1,983 | 775 | |||||
2013 |
753 | 647 | |||||
2014 |
97 | 554 | |||||
2015 |
55 | 263 | |||||
2016 and thereafter |
23 | 181 | |||||
Total minimum lease payments |
6,112 | ¥ | 3,508 | ||||
Less: amounts representing interest |
(126 | ) | |||||
Present value of net minimum capital lease payments |
¥ | 5,986 | |||||
Capital lease obligations are included in the current portion of long-term debt and long-term debt in the consolidated balance sheets. Rental expenses under operating leases for the years ended March 31, 2010, 2009, and 2008 were ¥4,942 million, ¥5,281 million, and ¥5,619 million, respectively.
Commitments for capital expenditures outstanding at March 31, 2010 amounted to ¥1,616 million.
F-31
Guarantees
The Company is contingently liable as guarantor of the indebtedness of distributors including affiliated companies, and customers for their borrowings from financial institutions. The Company would have to perform under these guarantees in the event of default on a payment within the guarantee periods of 1 year to 10 years. The maximum potential amount of undiscounted future payments of these financial guarantees at March 31, 2010 was ¥5,991 million. The fair value of these financial guarantees is not material and the probability of incurrence of a loss is remote.
The Company issues contractual product warranties under which it generally guarantees the performance of products delivered and services rendered for a specified period or term. The Company determines its reserve for product warranties based on an analysis of the historical data of costs to perform under product warranties.
The following table presents the reconciliation of the beginning and ending balances of accrued product warranty cost:
(¥ in millions) |
||||||||
For the years ended March 31: |
2010 | 2009 | ||||||
Balance at beginning of year |
¥ | 6,031 | ¥ | 6,457 | ||||
Addition |
4,284 | 4,503 | ||||||
Utilization |
(3,739 | ) | (3,984 | ) | ||||
Other |
131 | (945 | ) | |||||
Balance at end of year |
¥ | 6,707 | ¥ | 6,031 | ||||
Accrued product warranty cost is included in other current liabilities in the consolidated balance sheets.
Legal Proceedings
The Company is subject to various legal actions arising in the ordinary course of business. The following is a summary of the significant legal proceedings.
(Anti-Trust)
In December 1999, the Company received a surcharge order from the Fair Trade Commission of Japan for a violation of the Anti-Monopoly Law relating to participation in fixing the shares of ductile iron straight pipe orders in Japan. In June 2009, the Company received, as a result of the hearing procedure, the ultimate decision which ordered the Company to pay the surcharge of ¥ 7,072 million, and the Company paid the surcharge during the year ended March 31, 2010. However, the Company filed a revocation suit to the Tokyo High Court considering the ultimate decision unacceptable in July 2009.
The Company recorded the surcharge as selling, general, and administrative expenses for the year ended March 31, 2009 based on the preliminary decision of the commission.
(Asbestos-Related Lawsuits)
Since May 2007, the Company has been subject to seven asbestos-related lawsuits in Japan, which were filed against the Company or defendant party consisting of the Japanese Government and asbestos-related companies including the Company. The claims for compensation totaling ¥15,196 million consisted mostly of four lawsuits, which concerned a total of 388 construction workers who suffered from asbestos-related diseases, and were filed against the Japanese Government and 46 asbestos-related companies including the Company. The Company does not have any cost-sharing arrangements with other potentially responsible parties for these seven lawsuits.
The Company is not able to predict the ultimate outcome of these lawsuits or the timing of settlement due to inherent uncertainties in lawsuits.
Matters Related to Health Hazard of Asbestos
(Background)
Until 1995, the Companys plant in Amagasaki, Hyogo Prefecture, Japan, had produced asbestos-containing products. The Company decided to make voluntary consolation payments to certain residents in June 2005, and established the relief payment system in place of the consolation payment to the residents in April 2006. With regard to the current and former employees who suffered and are suffering from asbestos-related diseases, the Company will make the compensation which is not required by law but is made in accordance with the Companys internal policies.
F-32
The Japanese government established the Law for the Relief of Patients Suffering from Asbestos-Related Diseases (Asbestos Law) in March 2006. This law was enacted for the purpose of promptly providing relief to the people suffering from asbestos-related diseases who are not eligible for relief by compensation from the Insurance in accordance with the Workers Accident Compensation Insurance Law. The relief aid payments are contributed by the national government, municipal governments, and business entities. The contribution made by business entities includes a special contribution by the companies which operated a business closely related to asbestos, and commenced from the year ended March 31, 2008.
(Accounting for Asbestos-Related Expenses)
The Company expenses the consolation payments, the relief payments, and the compensation for employees, based on the Companys accounting policies and procedures. The Company accrues in those cases where the conditions of loss contingencies are met. (See Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.) The recorded expenses totaled ¥503 million, ¥1,155 million, and ¥1,090 million for the years ended March 31, 2010, 2009, and 2008, respectively, which were included in selling, general, and administrative expenses. The Company accrued the asbestos-related expenses of ¥352 million, ¥721 million, and ¥968 million at March 31, 2010, 2009, and 2008, respectively. Though the Company believes that this amount appears to be a better estimate than any other amount within a reasonably estimable range of amounts, the additional exposure to loss in excess of this accrued amount of ¥760 million exists.
Since the Company has no basis or information to estimate the number of current and former employees and residents that are going to apply for payments, such payments are not included in the accrued amounts. The Company believes it is not possible to reasonably estimate the amount of its ultimate liability relating to this contingency. However, the Company believes the asbestos-related issues contain potentially material risks for the Companys consolidated results of operations, financial position, and its liquidity.
19. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental information related to the consolidated statements of cash flows is as follows:
(¥ in millions) |
|||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||
Cash paid during the year: |
|||||||||
Interest |
¥ | 9,614 | ¥ | 12,768 | ¥ | 12,875 | |||
Income taxes |
15,336 | 38,472 | 56,535 | ||||||
Non-cash investing and financing activities: |
|||||||||
Retirement of treasury stock |
¥ | | ¥ | | ¥ | 4,398 | |||
Obtaining assets by entering into capital leases capital lease |
2,740 | 2,916 | 3,678 |
During the year ended March 31, 2010, the Company purchased noncontrolling interests reported in the Farm & Industrial Machinery segment. The Company retains the controlling interests before and after the transaction, the cash flow of which is classified in financing activities as Purchases of noncontrolling interests.
20. DISCONTINUED OPERATIONS
During the year ended March 31, 2007, Kubota Retex Corp., a subsidiary reported in the Social Infrastructure Segment, decided to liquidate and withdraw from the industrial waste treatment market. During the year ended March 31, 2008, the Company completed liquidation.
The following table presents the operating results of the discontinued operation for the year ended March 31, 2008:
(¥ in millions) |
||||
Revenues |
¥ | | ||
Income from discontinued operations before income taxes |
¥ | 316 | ||
Income taxes |
(127 | ) | ||
Income from discontinued operations |
¥ | 189 |
F-33
21. SEGMENT INFORMATION
The Companys major operations comprise: Farm & Industrial Machinery; Water & Environment Systems; Social Infrastructure; and Other. The Farm & Industrial Machinery segment manufactures and distributes farm equipment, engines, and construction machinery. The Water & Environment Systems segment manufactures and distributes pipe-related products and environment-related products. The Social Infrastructure segment manufactures and distributes industrial castings, spiral welded steel pipes, vending machines, electronic equipped machinery, and air-conditioning equipment. The Other segment includes construction and other services.
The segments represent the components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer in determining how to allocate the Companys resources and evaluate performance. The segments also represent the Companys organizational structure principally based on the nature of products and services.
The accounting policies for the reporting segments are consistent with the accounting policies used in the Companys consolidated financial statements.
Reporting Segments
Information by reporting segment is summarized as follows:
(¥ in millions) |
|||||||||||||||||||
For the years ended March 31: |
Farm
& Industrial Machinery |
Water
& Environment Systems |
Social Infrastructure |
Other | Adjustments | Consolidated | |||||||||||||
2010: |
|||||||||||||||||||
Revenues: |
|||||||||||||||||||
External customers |
¥ | 616,726 | ¥ | 222,949 | ¥ | 63,293 | ¥ | 27,676 | ¥ | | ¥ | 930,644 | |||||||
Intersegment |
77 | 611 | 2,710 | 14,091 | (17,489 | ) | | ||||||||||||
Total |
616,803 | 223,560 | 66,003 | 41,767 | (17,489 | ) | 930,644 | ||||||||||||
Operating income |
¥ | 60,485 | ¥ | 19,723 | ¥ | 2,699 | ¥ | 2,629 | ¥ | (15,834 | ) | ¥ | 69,702 | ||||||
Identifiable assets at March 31, 2010 |
¥ | 930,480 | ¥ | 186,768 | ¥ | 65,519 | ¥ | 42,246 | ¥ | 184,020 | ¥ | 1,409,033 | |||||||
Depreciation |
18,489 | 6,033 | 1,933 | 552 | 1,896 | 28,903 | |||||||||||||
Capital expenditures |
14,820 | 5,969 | 1,992 | 741 | 2,516 | 26,038 | |||||||||||||
2009: |
|||||||||||||||||||
Revenues: |
|||||||||||||||||||
External customers |
¥ | 754,416 | ¥ | 234,275 | ¥ | 86,480 | ¥ | 32,311 | ¥ | | ¥ | 1,107,482 | |||||||
Intersegment |
52 | 1,748 | 2,872 | 14,085 | (18,757 | ) | | ||||||||||||
Total |
754,468 | 236,023 | 89,352 | 46,396 | (18,757 | ) | 1,107,482 | ||||||||||||
Operating income |
¥ | 103,831 | ¥ | 3,121 | ¥ | 8,004 | ¥ | 1,812 | ¥ | (13,953 | ) | ¥ | 102,815 | ||||||
Identifiable assets at March 31, 2009 |
¥ | 899,104 | ¥ | 206,793 | ¥ | 73,947 | ¥ | 45,225 | ¥ | 160,755 | ¥ | 1,385,824 | |||||||
Depreciation |
20,040 | 6,062 | 1,953 | 485 | 1,927 | 30,467 | |||||||||||||
Capital expenditures |
24,072 | 5,285 | 1,988 | 618 | 1,374 | 33,337 | |||||||||||||
2008: |
|||||||||||||||||||
Revenues: |
|||||||||||||||||||
External customers |
¥ | 793,654 | ¥ | 224,697 | ¥ | 96,929 | ¥ | 39,294 | ¥ | | ¥ | 1,154,574 | |||||||
Intersegment |
16 | 1,312 | 2,889 | 13,971 | (18,188 | ) | | ||||||||||||
Total |
793,670 | 226,009 | 99,818 | 53,265 | (18,188 | ) | 1,154,574 | ||||||||||||
Operating income |
¥ | 132,961 | ¥ | 3,744 | ¥ | 11,657 | ¥ | 3,379 | ¥ | (14,866 | ) | ¥ | 136,875 | ||||||
Identifiable assets at March 31, 2008 |
¥ | 932,231 | ¥ | 211,577 | ¥ | 80,420 | ¥ | 39,381 | ¥ | 200,661 | ¥ | 1,464,270 | |||||||
Depreciation |
19,791 | 5,879 | 1,933 | 423 | 2,093 | 30,119 | |||||||||||||
Capital expenditures |
26,798 | 4,750 | 2,408 | 478 | 729 | 35,163 | |||||||||||||
(Notes)
1. | The unallocated corporate expenses included in Adjustments amounted to ¥15,834 million, ¥13,953 million, and ¥14,866 million for the years ended March 31, 2010, 2009, and 2008, respectively. The unallocated corporate assets included in Adjustments amounted to ¥190,282 million, ¥167,079 million, and ¥208,180 million at March 31, 2010, 2009, and 2008, respectively, which consisted mainly of cash and cash equivalents, investment securities, and corporate properties held or used by the administration departments of the parent company. Adjustments also included the elimination of intersegment transactions. |
2. | The aggregated amounts of operating income equal to those in the consolidated statements of income, and please refer to the consolidated statements of income for the reconciliation of operating income to income from continuing operations before income taxes and equity in net income of affiliated companies. |
3. | Intersegment revenues are recorded at values that approximate market prices. |
F-34
Revenues from External Customers by Product Groups
Information for revenues from external customers by product groups is summarized as follows:
(¥ in millions) |
|||||||||
For the years ended March 31: |
2010 | 2009 | 2008 | ||||||
Farm & Industrial Machinery: |
|||||||||
Farm Equipment and Engines |
¥ | 561,165 | ¥ | 671,292 | ¥ | 677,074 | |||
Construction Machinery |
55,561 | 83,124 | 116,580 | ||||||
616,726 | 754,416 | 793,654 | |||||||
Water & Environment Systems: |
|||||||||
Pipe-related Products |
144,465 | 153,514 | 146,806 | ||||||
Environment-related Products |
78,484 | 80,761 | 77,891 | ||||||
222,949 | 234,275 | 224,697 | |||||||
Social Infrastructure |
63,293 | 86,480 | 96,929 | ||||||
Other |
27,676 | 32,311 | 39,294 | ||||||
Total |
¥ | 930,644 | ¥ | 1,107,482 | ¥ | 1,154,574 | |||
Geographic Segments
Information for revenues from external customers by destination and long-lived assets based on physical location are summarized as follows:
(¥ in millions) |
|||||||||
2010 | 2009 | 2008 | |||||||
Revenues from external customers by destination for the years ended March 31: |
|||||||||
Japan |
¥ | 501,663 | ¥ | 549,189 | ¥ | 572,236 | |||
North America |
174,371 | 274,151 | 329,495 | ||||||
Europe |
67,791 | 108,742 | 125,388 | ||||||
Asia |
148,589 | 139,069 | 93,014 | ||||||
Other Areas |
38,230 | 36,331 | 34,441 | ||||||
Total |
¥ | 930,644 | ¥ | 1,107,482 | ¥ | 1,154,574 | |||
Long-lived assets based on physical location at March 31: |
|||||||||
Japan |
¥ | 183,042 | ¥ | 190,662 | ¥ | 199,806 | |||
North America |
20,210 | 21,442 | 26,889 | ||||||
Other Areas |
17,641 | 13,517 | 11,378 | ||||||
Total |
¥ | 220,893 | ¥ | 225,621 | ¥ | 238,073 | |||
(Notes)
1. | Revenues from North America include those from the United States of ¥146,319 million, ¥236,473 million, and ¥281,590 million for the years ended March 31, 2010, 2009, and 2008, respectively. |
2. | There is no single customer, revenues from whom exceed 10% of total consolidated revenues of the Company. |
F-35
Supplemental Geographic Information
In addition to the disclosure required by U.S. GAAP, the Company provides the following supplemental information of revenues, cost of revenues and operating expenses, operating income, and identifiable assets based on physical location as required by Financial Instruments and Exchange Law of Japan, to which the Company is subject as a Japanese public company:
(¥ in millions) |
|||||||||||||||||||||||||
For the years ended March 31: |
Japan | North America |
Europe | Asia | Other Areas |
Total | Corporate & Eliminations |
Consolidated | |||||||||||||||||
2010: |
|||||||||||||||||||||||||
Revenues: |
|||||||||||||||||||||||||
External customers |
¥ | 544,141 | ¥ | 174,069 | ¥ | 64,561 | ¥ | 135,384 | ¥ | 12,489 | ¥ | 930,644 | ¥ | | ¥ | 930,644 | |||||||||
Intersegment |
178,670 | 6,196 | 1,707 | 850 | | 187,423 | (187,423 | ) | | ||||||||||||||||
Total |
722,811 | 180,265 | 66,268 | 136,234 | 12,489 | 1,118,067 | (187,423 | ) | 930,644 | ||||||||||||||||
Cost of revenues and operating expenses |
667,762 | 167,075 | 63,488 | 121,558 | 10,724 | 1,030,607 | (169,665 | ) | 860,942 | ||||||||||||||||
Operating income |
¥ | 55,049 | ¥ | 13,190 | ¥ | 2,780 | ¥ | 14,676 | ¥ | 1,765 | ¥ | 87,460 | ¥ | (17,758 | ) | ¥ | 69,702 | ||||||||
Identifiable assets at March 31, 2010 |
¥ | 644,611 | ¥ | 401,106 | ¥ | 60,387 | ¥ | 177,509 | ¥ | 14,487 | ¥ | 1,298,100 | ¥ | 110,933 | ¥ | 1,409,033 | |||||||||
2009: |
|||||||||||||||||||||||||
Revenues: |
|||||||||||||||||||||||||
External customers |
¥ | 588,236 | ¥ | 280,231 | ¥ | 102,746 | ¥ | 122,248 | ¥ | 14,021 | ¥ | 1,107,482 | ¥ | | ¥ | 1,107,482 | |||||||||
Intersegment |
259,324 | 9,588 | 3,420 | 1,153 | | 273,485 | (273,485 | ) | | ||||||||||||||||
Total |
847,560 | 289,819 | 106,166 | 123,401 | 14,021 | 1,380,967 | (273,485 | ) | 1,107,482 | ||||||||||||||||
Cost of revenues and operating expenses |
795,095 | 262,515 | 99,520 | 108,600 | 11,930 | 1,277,660 | (272,993 | ) | 1,004,667 | ||||||||||||||||
Operating income |
¥ | 52,465 | ¥ | 27,304 | ¥ | 6,646 | ¥ | 14,801 | ¥ | 2,091 | ¥ | 103,307 | ¥ | (492 | ) | ¥ | 102,815 | ||||||||
Identifiable assets at March 31, 2009 |
¥ | 675,623 | ¥ | 429,974 | ¥ | 69,960 | ¥ | 118,220 | ¥ | 7,908 | ¥ | 1,301,685 | ¥ | 84,139 | ¥ | 1,385,824 | |||||||||
2008: |
|||||||||||||||||||||||||
Revenues: |
|||||||||||||||||||||||||
External customers |
¥ | 607,377 | ¥ | 332,042 | ¥ | 121,114 | ¥ | 79,483 | ¥ | 14,558 | ¥ | 1,154,574 | ¥ | | ¥ | 1,154,574 | |||||||||
Intersegment |
292,371 | 9,160 | 4,142 | 1,623 | | 307,296 | (307,296 | ) | | ||||||||||||||||
Total |
899,748 | 341,202 | 125,256 | 81,106 | 14,558 | 1,461,870 | (307,296 | ) | 1,154,574 | ||||||||||||||||
Cost of revenues and operating expenses |
806,786 | 305,194 | 114,224 | 71,808 | 12,444 | 1,310,456 | (292,757 | ) | 1,017,699 | ||||||||||||||||
Operating income |
¥ | 92,962 | ¥ | 36,008 | ¥ | 11,032 | ¥ | 9,298 | ¥ | 2,114 | ¥ | 151,414 | ¥ | (14,539 | ) | ¥ | 136,875 | ||||||||
Identifiable assets at March 31, 2008 |
¥ | 716,207 | ¥ | 487,654 | ¥ | 82,992 | ¥ | 88,882 | ¥ | 11,314 | ¥ | 1,387,049 | ¥ | 77,221 | ¥ | 1,464,270 | |||||||||
(Note) Major countries or regions outside Japan in each geographic area:
North America | United States, Canada | |||
Europe |
Germany, France, United Kingdom | |||
Asia |
Thailand, China, South Korea | |||
Other Areas |
Australia |
22. SUBSEQUENT EVENTS
On May 11, 2010, the Companys Board of Directors resolved to pay a cash dividend to shareholders of record on March 31, 2010 of ¥5 per common share (¥25 per 5 common shares) or a total of ¥6,361 million.
F-36
INDEX TO EXHIBITS
1.1* | Articles of Incorporation of the Registrant (English translation) |
1.2* | Share Handling Regulations of the Registrant (English translation) |
2.1** | Form of Amended and Restated Deposit Agreement among the Registrant, JPMorgan Chase Bank as Depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt |
8.1 | List of Significant Subsidiaries (See Organizational Structure in Item 4.C. of this Form 20-F) |
11.1* | Code of Ethics for Senior Financial Officers of the Registrant (English translation) |
12.1 | Certification of the principal executive officer of the Company required by Rule 13a-14(a) |
12.2 | Certification of the principal financial officer of the Company required by Rule 13a-14(a) |
13.1 | Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
101* | Instance Document |
101* | Schema Document |
101* | Calculation Linkbase Document |
101* | Definition Linkbase Document |
101* | Labels Linkbase Document |
101* | Presentation Linkbase Document |
* | Previously filed with the Securities and Exchange Commission on June 25, 2010. |
** | Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-91654) filed on June 26, 2002. |
(Note) The Company has not included as exhibits certain instruments with respect to its long-term debt, the amount of debt authorized under each of which does not exceed 10% of its total assets, and it agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.