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Annual Report 2006 アニュアルレポート | SHOWA CORPORATION 株式会社ショーワ

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(1)
(2)

Financial and Operating Highlights ... 1

Message from the President ... 2

Showa’s Global Network and

Mutually Complementary Parts & Products ... 4

Review of Operations ... 6

Showa’s Technology ... 8

Topics ... 10

Contents

Profile

Showa Corporation manufactures and markets high-precision components for motor vehicles including

shock absorbers, steering systems and drive train products for automobiles and motorcycles, as well as

components for outboard marine engines. The Company is one of the leading manufacturers of shock

absorbers for automobiles and motorcycles in the world today.

Established in 1938, the Company began manufacturing motor vehicle parts in 1946. In 1970, the

Company became affiliated with Honda Motor Co., Ltd., a world leader in automobile and motorcycle

manufacturing. When merged with Seiki Giken Kogyo Co., Ltd., a manufacturer of power steering

products, the Company was renamed Showa Corporation in 1993. In 1964, Showa’s shares were listed

on the Second Section of the Tokyo Stock Exchange (TSE). In 1985, the Company’s shares were

upgraded to the First Section of the TSE.

Headquartered in Gyoda City, Saitama, Japan, Showa operates five manufacturing plants, three

research and development facilities and two manufacturing subsidiaries within Japan.

The Company’s global business operation, a network of 30 facilities that includes 12 consolidated

subsidiaries, spreads over 15 nations including Japan.

Showa Corporation’s business activities revolve around customer satisfaction, as emphasized in the

Company’s principle “To meet customer needs with the highest quality and the most competitive

products.” Furthermore, at Showa, we strive to maintain our forward-looking stance and continue to

encourage technological, operational and administrative innovation.

Environmental preservation for the benefit of future generations is a great concern and a continuing

theme of Showa Corporation. We actively support a range of environmental preservation initiatives

through our product offerings and corporate activities.

Showa Corporation and its global group Companies in 15 nations embrace the Company’s business

philosophy described above. The Company and its affiliates strive to expand their business, providing

additional benefits to our customers and shareholders as well as to the communities and societies

where we operate.

Forward-looking statements: Forward-looking statements made in this annual report concerning performance or business strategies have been determined according to assumptions and

Financial Section ... 11

Corporate Information ... 30

Board of Directors and Corporate Auditors ... 31

(3)

Thousands of

Millions of yen

U.S. dollars

2005

2006

2006

Motor vehicle parts

¥228,197

¥244,818

$2,084,089

Other

5,359

5,630

47,927

Total

¥233,557

¥250,448

$2,132,016

Thousands of

Millions of yen

U.S. dollars

2005

2006

2006

Japan

¥100,921

¥105,625

$

0,

899,165

North America

76,473

80,066

681,586

Europe

18,723

17,617

149,970

Others

37,439

47,139

401,285

Total ¥233,557

¥250,448

$2,132,016

Financial and Operating Highlights

SHOWA CORPORATION and Consolidated Subsidiaries Years ended 31st March, 2005 and 2006

Thousands of

Millions of yen

U.S. dollars

2005

2006

2006

Net sales

¥233,557

¥250,448

$2,132,016

Operating income

16,675

17,175

146,207

Income before income taxes and minority interests

16,272

18,564

158,031

Net income

9,196

10,451

88,967

Cash dividends paid during the period

987

1,367

11,637

Total assets

133,165

151,354

1,288,448

Shareholders’ equity

73,530

87,825

747,637

Depreciation and amortisation

6,197

6,758

57,529

Capital expenditures

8,728

11,777

100,255

Per share amounts:

Yen

U.S. dollars

Net income (basic)

¥

0

121.03

¥

0

137.56

$

2,077

1.17

Cash dividends

15.00

20.00

0.17

Shareholders’ equity

967.84

1,156.02

9.84

• Throughout this report, U.S. dollar amounts have been translated from Japanese yen solely for the convenience of the reader at the rate of ¥117.47=U.S.$1.00, the exchange rate prevailing at 31st March, 2006.

• The breakdown by geographic area is based on the degree of proximity to the geographic region. • Major countries or regions that fall under a category other than “Japan” are following:

North America: United States, Canada

Europe: Spain, U.K.

Others: South America, Southeast Asia, China

*Figures exclude the intra-group transactions.

NET SALES BY BUSINESS SEGMENTS

NET SALES BY GEOGRAPHICAL AREAS*

(4)

Review of Fiscal 2006

Looking back at the economic environments surrounding

the Showa Groups for this fiscal year, we note that the

recovery in the U.S. has been quite considerate while that in

Europe took place at moderate pace. Turning the eyes to

Asia, the economic expansion has continued. Japan also

enjoyed a steady recovery trend.

Now, when we review the motor vehicle industries of

the world, we can see that the new car sales in the U.S.

exceeded that in the previous period as the increase in the

sales of passenger cars offset the decrease in light trucks.

No substantial change has been seen in the European

markets. In Japan, driven by strong export demands, the

automotive production has increased. Though the

automotive demands were generally strong throughout Asia,

notably strong demands were seen for automobile in China

and motorcycle in the several ASEAN countries.

Under these circumstances, and making the most of

production bases that are strategically deployed worldwide,

the Showa Group has actively expanded production,

procurement and sales, and enhanced various measurers of

quality control.

We are today delighted to be able to report the financial

highlights as follows. net sales increased by 7.2% to

¥250,448 million (US$2,132 million). Operating income

increased by 3.0% to ¥17,175 million (US$146 million) due to

increase in revenues. Ordinary income increased by 4.1% to

¥17,716 million (US$150 million), and net income increased

by 13.7% to ¥10,451 million (US$88 million).

Outlook for Fiscal 2007

Looking to the future, we believe that the U.S. economic

recovery will continue to be stable, while that in the

European economy will be gradual. Although the economy

in Thailand and Indonesia may slow down slightly, the Asian

region as a whole will be able to keep up the economic

growth. Japan is expected to show far economic recovery.

Generally speaking, we consider that the world economy

will continue to stay in a healthy condition.

With China being the primary driving force, we believe

the development in the automotive industry in Asia will

continue. However, in view of the various uncertain and

unstable factors such as the unpredictable oil price, cost of

materials and fluctuation in foreign exchange, we will need

to take new initiatives in the fields ranging from R&D to

production. In order to improve product quality and

strengthen our overall cost competitiveness, we will further

shift our operations to the more local production and local

procurement.

We aim to embody our goal “Committed to customer

Message from the President

<Medium-term Goal>

Committed to customer satisfaction through global enterprise

<Strategic Orientation> Quality is No. 1

World-class cost competitiveness

The best technology to boost our product competitiveness

Personnel and a corporate culture that support a global corporation

<Behavioral Guideline>

A thorough system of reporting, communicating, and consulting

Speed, Challenge, and Straightforward Action

Improving our skills, boosting motivation levels, and upholding ethical integrity

Elimination of waste of materials, funds, and human resources.

(5)

satisfaction through global enterprise” by continuing to

invest in people, encourage the independence of the

overseas affiliate companies, reinforce the business

infrastructure, and improve the constitution of the Group.

Strengthening Competitiveness

Domestic Operations:

We will continue to accelerate in-house production of rubber

and forged products. By doing so, we hope to accumulate

advanced technology in-house, improve product quality and

strengthen cost competitiveness, which in turn will result in

stronger product competitiveness. Reconstruction of the R&D

center, one to develop the shock absorbers for automobiles

and the other for motorcycles, will create an environment in

which R&D and production are efficiently integrated. This

will contribute to improving the speed of development.

Global Operations:

In order to respond to the demand for automobiles in Asia,

we will set up the following three plants to increase the

capacity of production; a plant for manufacturing the shock

absorbers and power steering systems in Wuhan, Hubei,

China, a plant for components for the electric power steering

systems in Faridabad, India, and a plant for the power

steering components in Chonburi, Thailand. Elsewhere, we

will enhance an integrated manufacturing base in Canada for

the pumps for hydraulic power steering. At the same time,

we will make capital investments in the U.S. to bolster the

capacity of in-house production of the springs, pressed and

sintered components. We firmly believe that these

developments will further enrich and enlarge the business of

the Group.

Dividends for Shareholders:

Showa Corporation considers the return of profits to

shareholders based on business performance and results to

be an important issue, and moreover, we also believe

retained earnings to be important in order to develop

business and strengthen corporate structures for the future

business considerations.

The year-end dividend for Fiscal 2006 was ¥10 per share.

Combined with the interim payment of the dividend, the

total amount paid out per share for this fiscal period was

¥20. As a result, the payout ratio was 18.65%, the return on

equity was 11.9%, and the dividend rate for shareholders'

equity was 2.1% respectively for this fiscal year.

Capital from retained earnings will be put toward

meeting capital requirements for future overseas

development, product development, and improvement in

our efforts to improve profitability and to strengthen the

company’s financial structure.

Status of Corporate Governance

Basic Approach to Corporate Governance

Showa Corporation aims to be a company that enjoys the

trust of its shareholders and society as a whole, and that

continues to live up to the expectations placed upon it. To

achieve this goal, we are flexibly and efficiently developing

our business on a global scale in order to increase our

corporate value, however we also consider it essential to

maintain a clear understanding of the risks involved in such

to ensure that the company is conforming strictly to all

relevant laws, regulations, and other conventions both

inside and outside of the company.

Executive Management Structures

Showa oversees and audits the execution of its businesses

through the Board of Directors and the Board of Auditors.

The Board of Directors is comprised of 16 Directors and

makes decisions regarding important business matters and

other statutory issues, and oversees the execution of the

business operations.

The Board of Auditors is comprised of 4 Auditors

(including 3 outside Auditors), and each Corporate Auditor

attends meeting of the Board of Directors and other

important internal meetings in accordance with the internal

Audit Policies, division of responsibilities, and other

directives stipulated by the Board of Auditors. It also

oversees the execution of activities by the Directors, in part

through audits of the business and financial status of Showa

Corporation and its key subsidiaries. The Board of Auditors

works closely with the Internal Auditing Committee and an

independent auditing firm, and is reported by them with

regard to such issues as audit plans and their results. The

external members of the Board of Auditors have no

business interest whatsoever with the Company.

(6)

Fork pipes for

motorcycles from

China to Vietnam

Rear cushions,

Damper components,

Fork and Sheet pipes for

motorcycles from

China to Spain

Complete bottom tubes

Springs and Press parts

for automobiles from

Thailand to Malaysia

Fork pipes, Springs

and Rods for

motorcycles from

Indonesia to Malaysia

Complete bottom tubes,

Springs and Press parts

for automobiles

from Thailand to Indonesia

Complete bottom tubes,

Springs and Press parts

for automobiles

from Thailand to Pakistan

Cylinders and Gear housings

for automobiles from

Indonesia to the U.K.

Rods and Rear cushions

for motorcycles

from Indonesia to Spain

Shock

absorbers

Shock absorbers Shock

absorbers

Gas springs Shock absorbers

Shock

absorbers Steering gearsfor HPS Steering gearsfor EPS

Gas springs

Shock absorbers

Shock absorbers

Gas springs

Shock absorbers

Shock absorbers

Shock absorbers

Steering gears for HPS Shock absorbers

Steering gears for EPS

Steering gears for HPS

Pumps for HPS

for EPS for HPS

Steering gears Steering gears

Steering gears for EPS

NISSIN SHOWA UK LTD.

SHANGHAI SHOWA AUTO PARTS CO., LTD.

P.T.SHOWA INDONESIA MANUFACTURING HONDA ATLAS CARS

PAKISTAN LTD.

CHENGDU NINGJIANG SHOWA AUTOPARTS CO., LTD.

ATLAS HONDA LTD.

GUANGZHOU SHOWA AUTOPARTS CO,. LTD.

MACHINO AUTO-PARTS CO., LTD.

SUMMIT SHOWA MANUFACTURING CO., LTD.

ARMSTRONG AUTO PARTS SDN. BHD.

MUNJAL SHOWA LTD. DAELIM MOTORCO., LTD.

SHOWA EUROPE, S.A.

KAI FA INDUSTRY CO., LTD.

Showa’s Global Network and

(7)

Small parts for

automobiles from

the U.S.A. to Japan

Power steering components

(Pinion gear comp)

from China to Thailand

Small parts

for automobiles from

China to Japan

Gear housings

for automobiles

from Indonesia to China

Gear housings

for automobiles

from Indonesia to Thailand

Shock absorbers

Shock absorbers Shock absorbers Propeller shafts Front and rear

suspension modules

Steering gears for EPS

Steering gears for HPS Pumps for HPS

AMERICAN SHOWA INC. Los Angeles Office

SHOWA CANADA INC.

AMERICAN SHOWA INC. Sunbury Plant & Head Office

SHOWA DO BRASIL LTDA.

AMERICAN SHOWA INC. Blanchester Plant

SHOWA INDUSTRIA E COMERCIO LTDA.

Mutually Complementary Parts Production Base Showa Corporation

Major Technical Collaboration Showa Group

Mutually Complementary Parts Supply Network

Global Products Supply Network

Fork pipes

Sheet pipes

Rear cushions

Springs Rods Damper components

Shock absorbers

Front and rear suspension

modules Press

parts

Springs Complete bottom tubes

Cylinders for steering systems

Gear housing for steering systems

Small parts

Mutually Complementary Parts Products

Shock absorbers

Steering gears for EPS

Pumps for HPS Steering gears

for HPS

Gas springs Propeller

shafts For Automobiles

For Motorcycles

(8)

Review of Operations

Fiscal 2006 Results

Shown below is an explanation of the breakdown of net

sales.

Sales by product

Automotive components: ¥168,090 million (US$1,430

million), up 5.4% from the previous fiscal year.

Motorcycle components: ¥76,730 million (US$653

million), up 11.6% from the previous fiscal year.

Other: ¥5,630 million (US$47 million), up 5.0% from the

previous fiscal year (mostly outboard marine engine

components).

Sales by customer’s location

Japan: Proceeds from motorcycle components and

automotive components grew, producing an increase in

net sales of 5.9% from the previous fiscal year, to ¥98,620

million (US$839 million).

Asia (excluding Japan): Helped by strong demands for

motorcycle components in Indonesia and Thailand, and

for automotive components, notably power steering

systems and shock absorbers, in Thailand and China, net

sales recorded ¥38,490 million (US$327 million), a strong

increase by 16.3% from the previous fiscal year.

Europe: Decreases in the sale of motorcycle components

of the Spanish subsidiary and of the automotive

components of the British subsidiary were reflected in

the aggregated sale of ¥18,150 million (US$154 million)

in Europe, down 6.8% from the previous fiscal year.

North America: Decreases in the sales of the motorcycle

components in America and the sub-assembled

components in Canada were offset by an increase in the

sales of shock absorbers and power steering systems for

automobiles in America, resulting in net sales of ¥80,270

million (US$683 million) for the region, up 3.1% from the

previous fiscal year.

By product By customer's location

’06

’05 ’05 ’06

0 50 100 150 200 250 0 50 100 150 200 250 233.5 250.4 233.5 Motorcycle components 68.7 Automotive components 159.4 77.8 19.4 33.1 93.1 10.0 250.4 80.2 18.1 38.4 98.6 14.9 Other 5.3 5.6 168.0 76.7 0 50 100 150 200 By product 0 50 100 150 200

’05 ’06 ’05 ’06

159.4 159.4

Drive train products 21.0 Power steering systems 59.9 Shock absorbers 52.5 EPS 20.0 1.7 66.5 64.5 13.3 13.2 168.0 1.9 69.2 67.6 12.6 16.6 Others 25.9 168.0 21.7 65.4 55.7 23.3 25.1

By customer's location

South America: As a result of our Brazilian customer

expanding its business, the sales of both motorcycle and

automotive components also increased to bring the total to

¥14,920 million (US$126 million), a fantastic 49.0% increase

from the previous fiscal year.

Automotive components

Net sales for automotive components came to ¥168,090

million (US$1,430 million), an increase by 5.4% from the

previous fiscal year. The following shows its breakdown.

Sales by product

Shock absorbers: ¥55,790 million (US$474 million), up

6.3% from the previous fiscal year.

Power steering systems: ¥65,430 million (US$556 million),

up 9.1% from the previous fiscal year.

Drive-train products: ¥21,700 million (US$184 million), up

3.0% from the previous fiscal year.

Other products: ¥25,170 million (US$214 million), down

2.9% from the previous fiscal year reflecting a decrease in

production of suspension modules in Canada.

Among the sales of power steering systems, that of the

electric power steering system (EPS) counted for ¥23,370

million (US$198 million) for this fiscal year, up 16.6% from

¥20,050 million (US$170 million) of the previous fiscal

year.

Sales by customer’s location

Japan: Although there was a decrease in the sales among

certain segment of our customers, the sales for shock

absorbers, power steering systems and drive-train products

increased among other major customers, resulting in net

sales of ¥67,630 million (US$575 million), up 4.8% from the

previous fiscal year.

Asia (excluding Japan): Reflecting an increase in the sales

of shock absorbers and power steering systems primarily

Automotive components

(Billions of yen)

Fiscal 2006 Results

(9)

in Thailand and China, net sales for Asia rose to ¥16,620

million (US$141 million), up 25.8% from the previous

fiscal year.

Europe: An increase in the sales of drive-train products

was offset by a decrease in the sales of shock absorbers

and power steering systems. As a result, the total

European sales declined to ¥12,610 million (US$107

million), down 5.2% from the previous fiscal year.

North America: In America, the sales of shock absorbers

and power steering systems increased by 4.9% and 7.7%

respectively on a U.S. dollar basis. In Canada, the sales of

drive-train products increased by 9.7%, but that of the

sub-assembled components decreased by 12.7%.

However, due to the stronger Canadian dollars against

Yen, the net sales for North America rose to ¥69,270

million (US$589 million), up 4.0% from the previous fiscal

year.

South America: Due to good business performance of a

certain major customer of ours, net sales increased to

¥1,960 million (US$16 million), up 10.4% from the

previous fiscal year.

Motorcycle components

Net sales for motorcycle components, mostly shock

absorbers, came to ¥76,730 million (US$653 million), an

increase by 11.6% from the previous fiscal year. The

following shows its breakdown.

Sales by product

Shock absorbers: ¥74,290 million (US$632 million), up

11.5% from the previous fiscal year.

Drive-train products: ¥2,440 million (US$20 million), up

14.6% from the previous fiscal year.

0 20 40 60 80

’05 ’06 ’05 ’06

20 40 60 80 By product 0 68.7 68.7 Drive train products 2.1 76.7 2.4 74.2 10.6 6.0 19.5 24.3 8.2 76.7 10.4 5.5 21.5 26.3 12.9 Shock absorbers 66.6

By customer's location

0 2 4 6 8 0 2 4 6 8 By product

’05 ’06 ’05 ’06

5.3 5.3 Others 1.3 Boats 4.0 5.6 1.4 4.2 Others 0.1 4.2 0.3 0.6 5.6 0.3 0.0 4.6 0.6

By customer's location

Sales by customer’s location

Japan: Due to strong demands from major customers, net

sales increased to ¥26,350 million (US$224 million), up

8.4% from the previous fiscal year.

Asia (excluding Japan): Driven by the vigorous ASEAN

market, predominantly Indonesia, net sales increased to

¥21,560 million (US$183 million), up 10.3% from the

previous fiscal year.

Europe: Due to a decrease in the sales among one of the

major customers, net sales in Europe finished at ¥5,510

million (US$46 million), down 9.1% from the previous

fiscal year.

North America: Reflecting the unfavorable business

conditions of customers, net sales also decreased to

¥10,400 million (US$88 million), down 1.9% from the

previous fiscal year.

South America: Against the background of an rapidly

expanding motorcycle market, net sales recorded ¥12,910

million (US$109 million), a notable 56.8% increase from

the previous fiscal year.

Other

Sales of outboard marine engine components were

¥4,220 million (US$35 million), up 4.2% from the

previous fiscal year. Including sales of others, net sales of

“other” counted for ¥5,630 million (US$47 million), up

5.0% from the previous fiscal year.

Motorcycle components

(Billions of yen)

Other

(Billions of yen)

(10)

Showa’s Technology

Automotive Components

1. Shock Absorbers

3. Propeller Shafts

2. Steering Systems

Pump HPS

4. Differential Gears

EPS

Among the automobile components, great importance is placed on

the performance and reliability of steering systems. In addition to

accurately transmitting the driver’s steering operations to the

automobile, the steering system is the man/machine interface

delivering information on running conditions from the automobile

to the driver. “Power Steering system” refer to a component added

to assist steering efforts and provide drivers with comfortable

maneuverability. Power Steering systems are classified into

hydraulic power steering system (HPS), which uses the engine’s

power as a drive source, and electric power steering system (EPS),

utilizing the vehicle’s battery. Showa has a full line of power

steering models.

Shock absorbers are critical products that

determine an automobile’s character, not only by

improving ride quality but also by functioning to

control the attitude and stability of the automobile

body. Because of their superior performance and

quality, Showa brand shock absorbers have

earned the satisfaction of customers around the

world. Showa has many years of experience with

strut modules, and is also working on suspension

modules combined with peripheral components.

The role of a differential mechanism

is to absorb the difference in rotation

between the right and left wheels

that occurs when an automobile is

cornering. These products demand

durability, transmission efficiency,

and quiet operation. Showa’s

differ-ential gears achieve weight reduction

while exhibiting highperformance,

from subcompact cars to SUVs.

(11)

5. Gas Springs

2. Drive Unit Products

Motorcycle Components

Power Trim and Tilt Units

Gas springs assist the opening and

closing of automobile engine

compartment hoods and rear

gates, by using gas reaction force.

They are also equipped with

speed-adjustment devices that

enable operators to open and

close the hood and trunk at

opti-mal speed. To answer diverse

needs, Showa develops a variety

of products.

Power trim and tilt units can actively

change the outboard engine angle, and

provide the following three functions.

The trim function provides good screw

efficiency and steady cruising by

adjusting the angle of the outboard

engine while running. The tilt function

enables owners to prevent outboard

engine damage from shellfish

adhe-sions, by raising the outboard engine

above the water’s surface when

moored. When driftwood or other

objects strike the outboard engine

while under way, shocks are absorbed,

helping to prevent damage to the

outboard engine and boat.

Outboard Engine Components

Rear cushion

The rear cushion is attached to the

rear fork directly or through a link.

By controlling the attitude and energy

absorption of the motorcycle body,

the rear cushion improves the ability of

the rear wheel to follow road contours.

For motorcycle and ATV drive unit

products, Showa has achieved lighter

weights through analysis of functions,

shapes, and materials, while

main-taining excellent durability,

trans-mission efficiency, and quiet operation.

1. Shock Absorbers

Showa motorcycle shock absorbers

are used extensively in various

motorcycle races around the world.

From racing machines to scooters, we

put our technology and experience to

excellent use to meet a wide variety

of performance needs.

Front fork

(12)

Topics

1. DaimlerChrysler added as a new customer

DaimlerChrysler Corporation has been added as a new

customer of Showa Canada Inc., a Canadian subsidiary of

Showa Group. The new customer has placed an order for

propeller shafts and the first batch of them has already been

delivered.

Vehicle model: Dodge Caliber (SUV)

Component:

Propeller shafts

First delivery:

January 2006

As the Caliber of DaimlerChrysler Corporation and the

Outlander of Mitsubishi Motors Corporation are the sister

products jointly developed by the two automotive

manufacturers, orders were received in Japan and the U.S.

simultaneously for each vehicle models. The propeller shafts

were developed by our R&D centers in Japan and the U.S.

By making most of the established production bases in

North America, we will further promote sales and reinforce

development on a global basis to design expand our business.

2. The new design system lead to shortening of

development time

We have introduced a new design system to help develop

new products. At each development stage, the system refers

to an electronic database, which compiles our know-how

about manufacturing methods and product quality, and

automatically detects and corrects any design defects. This

new system has enabled us to shorten the lead time of R&D,

while enhancing the product quality at the same time.

3. Quantity output of the newly developed spring

system by in-house production

In the strut suspension system that is commonly used for

front wheels of vehicles, the shock absorbers are subject to

side-forces because the vertical motion axis of tires cannot

be set in complete parallel with the actuation axis of shock

absorbers. This has for long interfered with the ideal

actuation of the shock absorbers.

The conventional solution to this defect was to use the

“off-set spring system” in which the spring was set slightly

off the center of the axis. However, we succeeded in

developing the “Side Force Cancel (SFC) spring”, which

efficiently cancels the side forces by bending the axis of

reaction force of the spring itself.

The SFC spring system, which was 16% lighter and 10%

smaller compared with the conventional off-set spring

system, was adopted by the new models that went on the

market in May 2005.

4. Boosting production capacity in Asia

We have already boosted the capacity of production to meet

the ever increasing demands in Asia, and we will continue

to make further investment to satisfy a variety of the needs

of our customer around the world. As part of that effort, this

year, we will set up new manufacturing bases in China,

India and Thailand. The outlines of the projected

establishments are as follows.

A new plant in Wuhan, Hubei, China

Products:

Shock absorbers, Power steering

systems

Start of operation: January 2007 (expected)

Expected output:

200,000 units/year in 2009

A new company in Faridabad, Haryana, India

Products:

Electric power steering systems

Start of operation: April 2007 (expected)

Expected output:

386,000 units/year in 2010

A new company in Chonburi, Thailand

Products:

Power steering components

Start of operation: November 2007 (expected)

Expected output:

200,000 units/year in 2010

5. Support continuously provided to Honda Racing F1

Team and A.G.R. on I.R.L.

We have been supporting the B•A•R Honda in terms of

developing and providing of shock absorbers, and we

continue to provide the same support after the team

changed its name to Honda Racing F1 Team in 2006. Also,

we have been supporting A.G.R. (Andretti Green Racing) on

I.R.L. (Indy Racing League) in North America, and we do

same support for this season. By participating in the Formula

One World Championship and I.R.L., we do not only foster

our challenging spirits but also feed back the advanced

technology and product reliability obtained through the

racing activities to commercial production.

(13)

Financial Section

Consolidated Financial Review ... 12

(Unaudited and Not Reviewed) Consolidated Balance Sheets ... 16

Consolidated Statements of Income... 18

Consolidated Statements of Shareholders’ Equity ... 19

Consolidated Statements of Cash Flows ... 20

Notes to Consolidated Financial Statements ... 21

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Consolidated Financial Review

Overview

Net Sales

On the back of the increasing demands for automobiles in China and other Asian countries, and of the excellent sales results of our major customers elsewhere, we have aggressively promoted sales activities to receive new orders and further set forward the overseas opera-tions during this fiscal year. As a result, the net sales of the Group for the current consolidated fiscal year increased 7.2% compared to the previous consolidated fiscal year to ¥250,448 million (US$2,132 million).

Operating Income

Operating income of ¥17,175 million (US$146 million) for the current consolidated fiscal year, which increased 3.0% compared to the previous consolidated fiscal year, reflects the results of our continued efforts to offset the various increases in the cost of sales. To compensate enlarging expenses such as the cost of raw materials and labor, we have succeeded in increasing revenues, cutting cost and improving productivity.

SG&A Expenses

Sales, general and administrative expenses for the cur-rent consolidated fiscal year increased 2.8% compared to the previous consolidated fiscal year to ¥21,982 mil-lion (US$187 milmil-lion) due primarily to an increase in the cost of R&D.

R&D Expenses

As a leading manufacturer of precise functional compo-nents for transport machinery, the Showa Group, Showa Corporation and its consolidated subsidiaries, continue to make efforts to identify the various social needs promptly, respond to them accurately, and develop products with strong competitiveness using cutting-edge electronic and light-weight technology. The R&D division of the Group puts the focus primarily on the development of motor vehicle parts. R&D expenses for the current consolidated fiscal year increased 12.6% compared to the previous consoli-dated fiscal year to ¥7,433 million (US$63.2 million). R&D expenses by business segments are as follows.

Motor Vehicle Parts

R&D expenses in relation to the motor vehicle parts for the current consolidated fiscal year increased 12.8% compared to the previous consolidated fiscal year to ¥7,200 million (US$61.2 million). During this fiscal year, we have constructed a new R&D building and introduced a new development system to improve the quality of drawings, which has contributed to improving efficiency and enhancing capability of our product development.

Other

R&D expenses in relation to the other for the current consolidated fiscal year increased 7.8% compared to the previous consolidated fiscal year to ¥233 million (US$1.9 million). 50 100 150 200 250 300

’02 ’03 ’04 ’05 Net Sales

(Billions of yen)

196.6 177.3 219.5 233.5 ’06 250.4 0 ’05 94.4 106.8 101.0 121.0 137.5 0 2 4 6 8 10 12 14

’02 ’03 ’04 Net Income/

Net Income per Share

(Billions of yen) (Yen)

0 20 40 60 80 100 120 140 Net Income Net Income per Share

8.0 6.7 9.1 7.5 ’05 ’06 10.4 59.2 105.2 112.4 Total Assets Shareholders’ Equity Shareholders’ Equity per Share

0 20 40 60 80 100 120 160 140

’02 ’03 ’04 Total Assets/ Shareholders’ Equity/

Shareholders’ Equity per Share

(Billions of yen) (Yen)

(15)

Income before Income Taxes and Minority Interests

Income before income taxes and minority interests for the current consolidated fiscal year, which increased 14.1% compared to the previous consolidated fiscal year to ¥18,564 million (US$158 million), reflects other income of ¥2,401 million (US$20.4 million) realized as a gain on transfer of the benefit obligation of the substitu-tional portion of the employee’s pension fund, which was then offset by other expenses of ¥1,173 million (US$9.9 million) posted as a warranty expenses.

Equity in Earnings of Affiliates

The Group’s equity in earnings of affiliates accounted for under the equity method increased by 5.4 % compared to the previous fiscal year, to ¥203 million (US$1.7 mil-lion).

Net Income

Net income for the current consolidated fiscal year increased 13.7% compared to the previous consoli-dated fiscal year to ¥10,451 million (US$88.9 million).

Cash Flows

Consolidated cash and cash equivalents (referred to as cash hereinafter) increased ¥2,740 million (US$23.3 million) to a cash balance at the fiscal year end of ¥31,287 million (US$266 million), due to the high level of income before income taxes and minority interests, despite expenditures for acquiring tangible fixed assets and expenditures for debt repayment. All cash flows for the fiscal year under review and their causes are as follows.

Net Cash Provided by Operating Activities

Net cash provided by operating activities for the current consolidated fiscal year increased ¥1,054 million com-pared to the previous consolidated fiscal year to ¥16,996 million (US$144 million). This is due primarily to an increase in the income before income taxes and minority interests.

Net Cash Used in Investing Activities

Net cash used in investing activities for the current con-solidated fiscal year increased ¥3,230 million compared to the previous consolidated fiscal year to ¥11,435 million (US$97.3 million). This is due primarily to an increase in expenditures to acquire property, plant and equipment.

Net Cash Used in Financing Activities

Net cash used in financing activities for the current con-solidated fiscal year increased ¥1,315 million compared to the previous consolidated fiscal year to ¥2,897 million (US$24.6 million). This is due primarily to an increase in net repayment of borrowings.

0 2 4 6 8 12 10 Capital Expenditures Depreciation and Amortisation

’02 ’03 ’04 ’05 Capital Expenditures/

Depreciation and Amortisation

(Billions of yen)

6.4 6.5 6.8 5.2 6.1 8.7 6.3 5.7 ’06 6.7 11.7

6.8 7.0 6.6

0 2 4 6 8 10

’02 ’03 ’04 ’05 R&D Expenses

(Billions of yen)

7.8 ’06 7.4 14.0 12.2 13.2 0 3 6 9 12 15

’02 ’03 ’04 ’05 Return on Equity

(%)

14.2

’06 13.0 R&D Expenses By Business Segments

Millions of yen

2005 2006

Motor vehicle parts ¥6,384 ¥7,200

Other 216 233

(16)

Segment Information

Business Segmentation Motor Vehicle Parts

In Japan, the sales of both automotive and motorcycle components increased. As for the automotive compo-nents, the increase was attributable to a good demand for the shock absorbers and power steering systems from major customers. Increased sale of shock absorber for motorcycle also contributed to the strong results.

Turning the eyes to North America, while the U.S. subsidiary recorded an increase in revenues following increased new car production by major customers, the Canadian subsidiary booked a decrease as a result of strong sale of propeller shafts having been offset by decreased sale of sub-assembled suspensions.

In Europe, revenue of the British subsidiary decreased as an increase in the sale of drive-train com-ponents was offset by a decrease in the sale of shock absorbers and power steering systems. The Spanish subsidiary also suffered a decrease in revenue due to shrinkage of sale of motorcycles in the region.

In the other countries, as customers turned to increase production on the back of a vigorous market, the subsidiaries in Indonesia and Thailand both recorded an increase in revenue. The Brazilian sub-sidiary booked a record increase in revenue as a result of rapidly expanding motorcycle market of the country. In China where the demand for automobiles has contin-ued to expand, our major customers demanded more shock absorbers and electric power steering systems as they increased production. As a result, the Chinese subsidiary booked a significant increase in revenue.

As a result, net sales in the motor vehicle parts busi-ness increased 7.3% compared to the previous consoli-dated fiscal year to ¥244,818 million (US$2,084 million). Operating income increased 3.1% from the previous con-solidated fiscal year to ¥15,985 million (US$136 million).

Other

In “other” segment, net sales of outboard marine engine components increased. As a result, net sales related to “other” segment increased 5.0% compared to the previ-ous consolidated fiscal year to ¥5,630 million (US$47.9 million). Operating income increased 1.8% from the pre-vious consolidated fiscal year to ¥1,190 million (US$10.1 million).

Capital Expenditures

Showa Group (Showa Corporation and its consolidated subsidiaries) has actively been making capital investments focused on production facilities with the aim to produce core technologies for automotive parts in house and expand production capabilities. Total capital expenditures for the current consolidated fiscal year rose 34.9% compared to the previous consolidated fiscal year to ¥11,777 million (US$100 million).

In order to reinforce, and to promote streamlining and renewal of the existing production facilities, we have made capital investments to processing facilities for drive train gear components, and to in-house production facilities for key components for power steering systems. We also constructed a new R&D building.

Investments were also made to overseas subsidiaries. The investment in Chinese, Indonesian and Thai subsidiaries was made in order to enlarge production capacity, and that in American subsidiaries was made to in-house production facilities for the power steering components. Combined together, capital expenditures accounted for ¥10,436 million (US$88.8 million).

Capital investment by business segment is as follows.

Capital Expenditures by Business Segments

Millions of yen

2005 2006

Motor Vehicle Parts ¥8,650 ¥10,436

Other 37 1,310

Total ¥8,688 ¥11,747

Eliminations or corporate 39 29

(17)

Net sales and Operating Income by Business Segments

Millions of yen

2005 2006

Net Operating Net Operating Sales Income Sales Income

Motor Vehicle

Parts ¥228,197 ¥15,506 ¥244,818 ¥15,985

Other 5,359 1,169 5,630 1,190

Total ¥233,557 ¥16,675 ¥250,448 ¥17,175

[Reference]

Non-Consolidated Net sales by Business Segments (information only)

Millions of yen

2005 2006

Motor Vehicle Parts ¥127,752 ¥134,362 Automotive components 89,429 93,734 Motorcycle components 38,323 40,627

Other 6,595 7,117

Total ¥134,347 ¥141,479

Geographical Segmentation Japan

As for the motor vehicle parts, sale increased both in the automotive and motorcycle components. Sale of outboard marine engine components also increased. As a result, net sales increased 5.2% compared to the pre-vious consolidated fiscal year to ¥140,637 million (US$1,197 million), and operating income increased 8.2% compared to the previous consolidated fiscal year to ¥9,044 million (US$76.9 million).

North America

The U.S. subsidiary recorded an increase in the auto-motive components. On the other hand, revenue of the Canadian subsidiary declined as an increase in sale of propeller shafts was offset by a decrease in the sale of sub-assembly of suspensions. The outboard marine engine components also gave way. As a result, net sales increased 4.9% compared to the previous consol-idated fiscal year to ¥81,437 million (US$693 million), and operating income decreased 19.0% compared to the previous consolidated fiscal year to ¥3,072 million (US$26.1 million).

Europe

In Europe, the automotive revenue of the British subsidiary fell as an increase in the drive-train components was offset by a decrease in the shock absorbers and power steering systems. The Spanish subsidiary also suffered a decrease in revenue due to shrinkage of sale of motorcycles in the region. As a result, net sales decreased 5.8% compared to the previous consolidated fiscal year to ¥17,765 million (US$151 million), and operating income decreased 67.3% compared to the previous consolidated fiscal year to ¥142 million (US$1.2 million).

Other regions

The subsidiaries in Indonesia and Thailand recorded a strong increase both for the automotive and motorcycle components. In Brazil, where the motorcycle market is expanding at a rapid pace, the Brazilian subsidiary booked a record increase in revenue. In China, where the demand for automobiles has been continuing to expand, the Chinese subsidiary recorded significant increase in revenue. As a result, net sales increased 27.3% compared to the previous consolidated fiscal year to ¥49,781 million (US$423 million), and operating income increased 18.9% compared to the previous consolidated fiscal year to ¥5,775 million (US$49.1 million).

Net Sales and Operating Income by Geographical Segments

Millions of yen

2005 2006

Net Operating Net Operating Sales Income Sales Income

Japan ¥133,663 ¥ 8,356 ¥140,637 ¥ 9,044 North America 77,614 3,793 81,437 3,072

Europe 18,855 435 17,765 142

Other regions 39,114 4,858 49,781 5,775 Total ¥269,247 ¥17,443 ¥289,621 ¥18,034 Elimination or

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Thousands of Millions of yen U.S. dollars (Note 3)

ASSETS

2005 2006 2006

Current assets:

Cash on hand and in banks (Note 8) ¥ 26,410 ¥ 29,136 $ 248,029 Notes and accounts receivable:

Trade 24,468 27,141 231,046

Unconsolidated subsidiaries and affiliates 11,473 10,247 87,230

Allowance for doubtful receivables (84) (88) (749)

Held-to-maturity securities (Notes 5 and 8) 2,135 1,720 14,642

Inventories (Note 4) 18,004 22,224 189,188

Deferred tax assets (Note 7) 2,379 2,313 19,690

Other (Note 8) 1,436 1,698 14,454

Total current assets 86,224 94,394 803,558

Investments and long-term advances:

Investments in unconsolidated subsidiaries and affiliates 8,147 10,705 91,129

Other investments in securities (Note 5) 1,784 2,629 22,380

Deferred tax assets (Note 7) 21 28 238

Long-term prepaid expenses 119 90 766

Other 803 923 7,857

Total investments and long-term advances 10,876 14,377 122,388

Property, plant and equipment, at cost:

Land (Note 6) 4,337 6,520 55,503

Buildings and structures 23,451 25,394 216,174

Machinery, vehicles and equipment 94,522 103,040 877,160

Construction in progress 1,780 2,255 19,196

124,092 137,211 1,168,051

Accumulated depreciation (88,393) (95,148) (809,977)

Property, plant and equipment, net 35,698 42,063 358,074

Other assets 365 519 4,418

Total assets ¥133,165 ¥151,354 $1,288,448

See accompanying notes to consolidated financial statements. SHOWA CORPORATION and Consolidated Subsidiaries 31st March, 2005 and 2006

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Thousands of Millions of yen U.S. dollars (Note 3)

LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS’ EQUITY

2005 2006 2006

Current liabilities:

Short-term borrowings (Note 6) ¥ 3,949 ¥ 3,449 $ 29,360

Current portion of long-term debt (Note 6) 162

Notes and accounts payable:

Trade 32,964 33,677 286,685

Construction 304 501 4,264

Unconsolidated subsidiaries and affiliates 641 534 4,545

Other 1 3 25

Accrued income taxes (Note 7) 2,551 2,302 19,596

Accrual for warranty expenses 121 684 5,822

Other 5,325 5,522 47,007

Total current liabilities 46,022 46,677 397,352

Long-term liabilities:

Accrued retirement benefits (Note 12) 5,350 3,629 30,892

Deferred tax liabilities (Note 7) 569 2,141 18,225

Accrual for warranty expenses — 711 6,052

Other 390 378 3,217

Total long-term liabilities 6,310 6,862 58,414

Minority interests 7,301 9,989 85,034

Shareholders’ equity(Note 14):

Common stock, no par value: Authorised: 180,000,000 shares Issued:

31st March, 2005 – 76,020,019 shares 12,698

31st March, 2006 – 76,020,019 shares — 12,698 108,095

Capital surplus 13,558 13,558 115,416

Retained earnings 49,727 58,812 500,655

Net unrealised holding gain on securities 3,709 5,501 46,828

Translation adjustments, net (6,117) (2,696) (22,950)

Less treasury stock, at cost (47) (48) (408)

Total shareholders’ equity 73,530 87,825 747,637

Contingent liabilities (Note 9)

Total liabilities, minority interests and shareholders’ equity ¥133,165 ¥151,354 $1,288,448

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Thousands of Millions of yen U.S. dollars (Note 3)

2005 2006 2006

Net sales (Note 15) ¥233,557 ¥250,448 $2,132,016

Cost of sales 195,502 211,290 1,798,672

Gross profit 38,054 39,157 333,336

Selling, general and administrative expenses (Note 10) 21,379 21,982 187,128

Operating income 16,675 17,175 146,207

Other income (expenses):

Interest and dividend income 321 462 3,932

Interest expense (136) (141) (1,200)

Exchange loss, net (78) (114) (970)

Gain on sales of other investments in securities (Note 5) — 15 127 Loss on sale and disposal of property, plant and equipment, net (218) (263) (2,238)

Equity in earnings of affiliates 192 203 1,728

Warranty expenses — (1,173) (9,985)

Gain on transfer of the benefit obligation of the substitutional portion

of the employees’ pension fund (Note 12) — 2,401 20,439

Retirement benefit expenses for prior periods (Note 12) — (131) (1,115)

Prior periods' adjustment (note 17) (526)

Other, net 42 131 1,115

(402) 1,388 11,815

Income before income taxes and minority interests 16,272 18,564 158,031

Income taxes (Note 7):

Current 5,477 5,447 46,369

Deferred (204) 403 3,430

5,273 5,851 49,808

Minority interests (1,802) (2,261) (19,247)

Net income (Note 13) ¥ 9,196 ¥ 10,451 $ 88,967

See accompanying notes to consolidated financial statements. SHOWA CORPORATION and Consolidated Subsidiaries Year ended 31st March, 2005 and 2006

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Thousands of Millions of yen U.S. dollars (Note 3)

2005 2006 2006

Common stock

Beginning of year ¥12,698 ¥12,698 $108,095

End of year ¥12,698 ¥12,698 $108,095

Capital surplus

Beginning of year ¥13,558 ¥13,558 $115,416

End of year ¥13,558 ¥13,558 $115,416

Retained earnings

Beginning of year ¥41,519 ¥49,727 $423,316

Add:

Net income 9,196 10,451 88,967

Deduct:

Cash dividends paid 987 1,367 11,637

End of year ¥49,727 ¥58,812 $500,655

Net unrealised holding gains on securities

Beginning of year ¥ 3,304 ¥ 3,709 $ 31,574

Net change during the year 405 1,791 15,246

End of year ¥ 3,709 ¥ 5,501 $ 46,828

Translation adjustments

Beginning of year ¥ (5,645) ¥ (6,117) $ (52,072)

Net change during the year (471) 3,420 29,113

End of year ¥ (6,117) ¥ (2,696) $ (22,950)

Treasury stock, at cost

Beginning of year ¥ (45) ¥ (47) $ (400)

Net change during the year (1) (1) (8)

End of year ¥ (47) ¥ (48) $ (408)

See accompanying notes to consolidated financial statements. SHOWA CORPORATION and Consolidated Subsidiaries Year ended 31st March, 2005 and 2006

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Thousands of Millions of yen U.S. dollars (Note 3)

2005 2006 2006

Cash flows from operating activities:

Income before income taxes and minority interests ¥16,272 ¥18,564 $158,031

Depreciation and amortisation 6,197 6,758 57,529

Increase (decrease) in allowance for doubtful receivable 18 (0) (0) (Decrease) increase in accrual for warranty expenses (161) 1,232 10,487 Increase (decrease) in accrued retirement benefits 866 (1,732) (14,744)

Exchange gain, net (8) (1) (8)

Equity in earnings of affiliates (192) (203) (1,728)

Loss on sale and disposal of property, plant and equipment, net 218 263 2,238

Gain on sales of other investments in securities — (15) (127)

(Increase) decrease in trade receivables (1,868) 230 1,957

Increase in inventories (2,010) (2,425) (20,643)

Increase in trade payables 2,245 291 2,477

Other, net (5,634) (5,966) (50,787)

Net cash provided by operating activities 15,941 16,996 144,683

Cash flows from investing activities:

Purchases of property, plant and equipment (8,160) (11,220) (95,513)

Proceeds from sale of property, plant and equipment 47 35 297

Purchases of other investments in securities (7) (7) (59)

Proceeds from sales of other investments in securities — 17 144

Increase in investments in affiliates (55) (128) (1,089)

Other, net (29) (131) (1,115)

Net cash used in investing activities (8,204) (11,435) (97,344)

Cash flows from financing activities:

Increase (decrease) in short-term borrowings 406 (775) (6,597)

Decrease in long-term debt (446) (165) (1,404)

Cash dividends (987) (1,367) (11,637)

Cash dividends to minority shareholders (540) (576) (4,903)

Other, net (12) (12) (102)

Net cash used in financing activities (1,581) (2,897) (24,661)

Effect of exchange rate changes on cash and cash equivalents (377) 77 655

Net increase in cash and cash equivalents 5,778 2,740 23,325

Cash and cash equivalents at beginning of year 22,768 28,546 243,006

Cash and cash equivalents at end of year (Note 8) ¥28,546 ¥31,287 $266,340

Supplemental disclosures of cash flow information:

Cash paid for:

Interest ¥ 135 ¥ 133 $ 1,132

Income taxes 5,569 5,615 47,799

See accompanying notes to consolidated financial statements. SHOWA CORPORATION and Consolidated Subsidiaries Year ended 31st March, 2005 and 2006

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1. Basis of Preparation

SHOWA CORPORATION (the “Company”) and its domestic subsidiaries maintain their accounting records in accordance with accounting principles generally accepted in Japan, and foreign subsidiaries of the Company maintain their books of account in conformity with those of their countries of domicile. The accompanying consolidated financial statements have been compiled from the consolidated financial statements prepared by the Company as required under the Securities and Exchange Law of Japan and, therefore, have been prepared in conformity with accounting principles generally accepted in Japan, which are different in certain respects as to the application and disclosure requirements of International Financial Reporting Standards.

The notes to the consolidated financial statements include information which is not required under accounting principles generally accepted in Japan but is presented herein as additional information solely for the convenience of readers outside Japan.

As permitted by the Securities and Exchange Law of Japan, amounts of less than one million yen have been omitted. Consequently, the totals shown in the accompa-nying consolidated financial statements (both in yen and U.S. dollars) do not necessarily agree with the sums of the individual amounts.

Certain amounts in the prior year’s consolidated finan-cial statements have been reclassified to conform to the current year’s presentation.

2. Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of the Company’s 12 domestic and foreign subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

Investments in 3 affiliates are accounted for by the equity method with appropriate adjustments for inter-com-pany profits and dividends.

The excess of cost over underlying net assets at fair value at the date of acquisition is amortised over a period of five years on a straight-line basis except that when the excess is immaterial, it is fully charged to income in the year of acquisition.

(b) Foreign Currency Translation

The revenue and expense accounts of the foreign sub-sidiaries are translated into yen at the average rate of exchange in effect during the year. Except for sharehold-ers’ equity, the balance sheet accounts are translated at the rate of exchange in effect at the balance sheet date. The components of shareholders’ equity are translated at their historical exchange rates. Translation adjustments are presented as a component of shareholders’ equity and minority interests.

(c) Securities

Securities other than equity securities issued by sub-sidiaries and affiliates are classified into three categories; trading, held-to-maturity or other securities. Trading securi-ties are carried at fair value and held-to-maturity securisecuri-ties are carried at amortised cost. Marketable securities

classi-SHOWA CORPORATION and Consolidated Subsidiaries

Notes to Consolidated Financial Statements

fied as other securities are carried at fair value with changes in unrealised holding gains or losses, net of the applicable income taxes, directly included in shareholders’ equity. Non-marketable securities classified as other secu-rities are carried at cost. Cost of secusecu-rities sold is deter-mined by the moving average method.

(d) Inventories

Inventories of the Company are stated at cost determined by the weighted average method, while inventories held by the consolidated subsidiaries are principally stated at the lower of cost or market determined by the first in, first out method or the weighted average method.

(e) Property, Plant and Equipment and Depreciation Property, plant and equipment is stated at cost. Depreciation of property, plant and equipment of the Company and its domestic consolidated subsidiaries is computed principally by the declining-balance method, while the straight-line method is applied to property, plant and equipment of certain foreign subsidiaries.

(f) Accrual for Warranty Expenses

Accrual for warranty expenses have been provided for future warranty expenses under the basic parts supply contracts with customers as a total of the following:

(i) an estimate of warranty expenses to be incurred during the remaining warranty periods based on his-torical warranty claim experiences and an estimate of the probability of future warranty expenses; and (ii) an estimate of specifically identified warranty claim. Changes in Method of Accounting

Prior to this fiscal year, accrual for warranty expenses had been provided for future warranty claims based on the basic parts supply contracts with customers as an esti-mate of specifically identified warranty claim as (ii) above, while warranty expenses related to (i) above had been expensed as paid.

At the beginning of this fiscal year, the Company changed its method of recognising warranty expenses regarding (i) above to the method under which accrual for warranty expenses has been provided at an estimate of warranty expenses to be incurred during the remaining warranty periods based on historical warranty claim experi-ences and an estimate of the probability of future warranty expenses. The new accounting method was adopted because historical warranty claim experiences were accu-mulated and, therefore, accuaccu-mulated data became analysable and also because the new method results in a better matching of cost and revenue and better financial positions.

The effect of the change for the year ended 31st March, 2006, is an increase in selling, general and adminis-trative expenses by ¥137 million ($1,166 thousand), a decrease in operating income by ¥137 million ($1,166 thousand), an increase in other expenses by ¥1,173 million ($9,985 thousand), and a resultant decrease in income before income taxes and minority interests by ¥1,311 mil-lion ($11,160 thousand).

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( l ) Appropriation of Retained Earnings

Under the Commercial Code of Japan, the appropriation of retained earnings with respect to a given financial year is made by resolution of the shareholders at a general meet-ing to be held subsequent to the close of such financial year. The amounts for that year do not, therefore, reflect such appropriations.

(m) New Accounting Standards

Effective the year ended 31st March, 2006, the Company and its consolidated subsidiaries have adopted a new accounting standard for the impairment of fixed assets which requires that tangible and intangible fixed assets be carried at cost less depreciation, and be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company and its consolidated sub-sidiaries would be required to recognise an impairment loss if certain indicators of asset impairment exist and the book value of an asset exceeds the undiscounted sum of future cash flows of the asset. The standard states that impair-ment losses should be measured as the excess of the book value over the higher of (1) the fair market value of the asset, net of disposition costs and (2) the present value of future cash flows arising ongoing utilisation of the asset and from disposal after asset use. The standard covers land, factories, buildings and other forms of property, plant and equipment as well as intangible assets. Fixed assets will be grouped at the lowest level for which there is identifi-able cash flows that are independent of cash flows of other groups of assets.

The adoption of this standard had no effect on the con-solidated financial statements.

3. U.S. Dollar Amounts

The translation of yen amounts into U.S. dollar amounts is included solely for the convenience and has been made, as a matter of arithmetic computation only, at the rate of ¥117.47 = U.S.$1.00, the exchange rate prevailing at 31st March, 2006. The translation should not be construed as a representation that yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at the above or any other rate.

4. Inventories

Inventories consist of the following:

Thousands of Millions of yen U.S. dollars

31st March, 2005 2006 2006

Finished goods ¥ 3,417 ¥ 3,661 $ 31,165

Work in process 2,436 2,921 24,865

Raw materials and

supplies 12,150 15,641 133,148

Total ¥18,004 ¥22,224 $189,188

(g) Research and Development Expenses

Research and development expenses are charged to income as incurred.

(h) Leases

Non-cancellable leases of the Company and its certain consolidated subsidiaries are accounted for as operating leases (whether such leases are classified as operating or finance leases) except for lease agreements stipulating the transfer of ownership of the leased assets to the lessee which are accounted for as finance leases.

(i) Retirement Benefits

Accrued retirement benefits for employees of the Company and its several consolidated subsidiaries are provided prin-cipally at an amount calculated based on the retirement benefit obligation and the fair value of the pension plan assets as of the balance sheet date, as adjusted for the unrecognised net retirement benefit obligation at transition, unrecognised actuarial gain or loss and unrecognised prior service cost. The retirement benefit obligation has been attributed to each period by the straight-line method over the estimated years of service of the eligible employees.

Net retirement benefit obligation at transition is tised principally over 15 years. Prior service cost is amor-tised as incurred by the straight-line method principally over 15 years which are shorter than the average remaining years of service of the employees. Principal actuarial gain or loss is amortised in the year following the year in which the gain or loss is recognised by the declining-balance method over 15 years which are shorter than the average remaining years of service of the employees.

The allowance for directors’ and statutory auditors’ retirement benefits, included in Long-term liabilities – other, is provided for the payment of retirement benefits to direc-tors and statuary audidirec-tors at an amount that would be payable in accordance with its internal rules and regulation if all eligible directors and statutory auditors were to resign at the fiscal year end.

( j) Derivative Financial Instruments

The Company and certain consolidated subsidiaries utilise forward foreign exchange contracts and interest rate and currency swap agreements in order solely to hedge against risks of adverse fluctuations in foreign currency exchange rates and interest rates. The Company and consolidated subsidiaries do not enter into such financial instruments for trading or speculative purposes.

Derivatives are carried at fair value, with any changes in unrealised gains or losses charged or credited to opera-tions, except for those which meet the criteria for deferral hedge accounting under which unrealised gains or losses are deferred as an asset or a liability.

(k) Income Taxes

Income taxes is computed based on income before income taxes included in the consolidated statement of income.

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5. Securities

Marketable securities

Information regarding marketable securities classified as other securities at 31st March, 2005 and 2006 was as fol-lows:

Other securities

Millions of yen

Acquisition Carrying Unrealised 31st March, 2005 cost value gain

Securities whose carrying value exceeds their acquisition cost:

Stocks ¥1,182 ¥7,590 ¥6,408

Debt securities — — —

Other — — —

Subtotal 1,182 7,590 6,408

Securities whose acquisition cost exceeds their carrying value:

Stocks — — —

Debt securities — — —

Other — — —

Subtotal — — —

Total ¥1,182 ¥7,590 ¥6,408

Millions of yen

Acquisition Carrying Unrealised

31st March, 2006 cost value gain

Securities whose carrying value exceeds their acquisition cost:

Stocks ¥1,189 ¥10,573 ¥9,383

Debt securities — — —

Other — — —

Subtotal 1,189 10,573 9,383

Securities whose acquisition cost exceeds their carrying value:

Stocks — — —

Debt securities — — —

Other — — —

Subtotal — — —

Total ¥1,189 ¥10,573 ¥9,383

Thousands of U.S. dollars Acquisition Carrying Unrealised

31st March, 2006 cost value gain

Securities whose carrying value exceeds their acquisition cost:

Stocks $10,121 $90,005 $79,875

Debt securities — — —

Other — — —

Subtotal 10,121 90,005 79,875

Securities whose acquisition cost exceeds their carrying value:

Stocks — — —

Debt securities — — —

Other — — —

Subtotal — — —

Total $10,121 $90,005 $79,875

The proceeds from sales of marketable securities amounted to ¥17 million ($144 thousand) with an aggre-gate gain of ¥15 million ($127 thousand) for the year ended 31st March, 2006.

Non-marketable securities

Information regarding non-marketable securities classified as held-to-maturity securities and other securities at 31st March, 2005 and 2006 was as follows:

Millions of yen

31st March, 2005 Book value

Held-to-maturity securities:

Commercial paper ¥2,135

Other securities:

Unlisted securities ¥ 180

Thousands of Millions of yen U.S. dollars

31st March, 2006 Book value Book value

Held-to-maturity securities:

Commercial paper ¥1,720 $14,642

Other securities:

Unlisted securities ¥ 184 $ 1,566

6. Short-Term Borrowings and Long-Term Debt

Short-term borrowings were unsecured with average inter-est rates of 3.33% and 3.80% for the years ended 31st March, 2005 and 2006, respectively.

The Company’s assets pledged as collateral for long-term debt as of 31st March, 2005 and 2006 were as fol-lows:

Thousands of Millions of yen U.S. dollars

31st March, 2005 2006 2006

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