UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20 F
(Mark One)
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2011
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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
For the transition period from to
Commission file number 2-68279
KABUSHIKI KAISHA RICOH
(Exact name of Registrant as specified in its charter)
RICOH COMPANY, LTD.
(Translation of Registrants name into English)
Japan
(Jurisdiction of incorporation or organization)
13-1, Ginza 8-chome, Chuo-ku, Tokyo 104-8222, Japan
(Address of principal executive offices)
Kunihito Minakawa, (T)+81-3-6278-5241, (F)+81-3-3543-9086
13-1, Ginza 8-chome, Chuo-ku, Tokyo 104-8222, 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 | |
None |
None |
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.
Common Stock*
(Title of Class)
* | 859,942 American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 5 shares of Common Stock of Ricoh Company, Ltd. |
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
Common stock outstanding as of March 31, 2011: 725,502,668 shares (excluding 19,409,410 shares of Treasury Stock)
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 check mark 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 a 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 this 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.
Defined Terms, Conventions and Presentation of Financial Information
On June 24, 2011 the noon buying rate for cable transfers in New York City as certified for customs purposes by the Federal Reserve Board for the Japanese Yen to the U.S. Dollar was ¥80.32 = U.S.$1.00.
In this document, the term Company refers to Ricoh Company, Ltd., the registrant, and Ricoh refers to the Company and its consolidated subsidiaries, unless the context otherwise indicates.
Ricohs fiscal year end is March 31. In this document fiscal year 2011 refers to Ricohs fiscal year ended March 31, 2011, and other fiscal years of Ricoh are referred to in a corresponding manner.
As used in this annual report, U.S. GAAP means U.S. generally accepted accounting principles.
Cautionary Statement With Respect to Forward-Looking Statements
Statements made in this annual report with respect to Ricohs current plans, estimates, strategies and beliefs and other statements that are not historical facts are or may be deemed to be forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, about the future performance of Ricoh. These forward-looking statements are made in reliance upon the protections provided by such acts for forward-looking statements. Forward-looking statements include but are not limited to those using words such as believe, expect, plans, strategy, prospects, forecast, estimate, project, anticipate, may or might and words of similar meaning in connection with a discussion of future operations or financial performance. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on managements assumptions and beliefs in light of the information currently available to it. Ricoh cautions you that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, and therefore you should not place undue reliance on them. You also should not rely on any obligation of Ricoh to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Ricoh disclaims any such obligation. Risks and uncertainties that might affect Ricoh include, but are not limited to (i) general economic conditions in Ricohs markets, particularly levels of consumer spending; (ii) exchange rates, particularly between the Japanese Yen and the U.S. Dollar, the Euro, and other currencies in which Ricoh makes significant sales or in which Ricohs assets and liabilities are denominated; (iii) Ricohs ability to continue to design and develop products and services, and win acceptance of its products and services which are offered in highly competitive markets characterized by continual introduction of new products, rapid development in new technology, and consumer preferences that are subjective and likely to change; (iv) Ricohs ability to successfully implement strategies for its office equipment business, such as further globalization of its operations to increase account sales to corporate clients, reinforcement of the color printer line-up to meet growing demand for color products among its office users, implementation of optimal printing solutions for customers digitally networked offices and enhancement of printing capabilities centered on multi-functional printers (MFPs), and implementation of optimal localization of manufacturing operations so that such operations are closer to the customer; (v) Ricohs ability to continuously devote sufficient resources to research and development, and capital expenditures for digital and networking equipment, such as digital plain paper copiers (PPCs), MFPs, laser printers, GELJET printers and production printing products; (vi) the success of Ricohs alliances with various computer manufacturers which Ricoh may engage in alliances with in the future; and (vii) the outcome of contingencies.
Important information regarding risks and uncertainties is also set forth elsewhere in this annual report, including in Risk Factors included in Item 3. Key Information, Item 4. Information on the Company, Item 5. Operating and Financial Review and Prospects and Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
A. Selected Financial Data.
The following selected consolidated financial data have been derived from the audited consolidated financial statements of Ricoh prepared in accordance with U.S. generally accepted accounting principles as of each of the dates and for each of the periods indicated below. This information should be read in conjunction with Ricohs audited consolidated balance sheets as of March 31, 2010 and 2011, the related consolidated statements of income, changes in equity and cash flows for the three years ended March 31, 2009, 2010 and 2011 and the notes thereto that appear elsewhere in this annual report.
Millions of Yen except per share amounts and number of shares Year ended March 31, |
||||||||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | ||||||||||||||||
Income Statement Data: |
||||||||||||||||||||
Net sales: |
¥ | 2,068,925 | ¥ | 2,219,989 | ¥ | 2,091,696 | ¥ | 2,016,337 | ¥ | 1,942,013 | ||||||||||
Operating income |
174,380 | 181,506 | 74,536 | 65,997 | 60,196 | |||||||||||||||
Income before income taxes and equity in earnings of affiliates |
174,519 | 174,669 | 30,939 | 57,524 | 45,400 | |||||||||||||||
Net income attributable to Ricoh Company, Ltd. |
111,724 | 106,463 | 6,530 | 27,873 | 19,650 | |||||||||||||||
Per American Depositary Share:(1) |
||||||||||||||||||||
Net income (basic) |
765.50 | 730.20 | 45.10 | 192.05 | 135.40 | |||||||||||||||
Net income (diluted) |
759.45 | 710.75 | 43.75 | 186.80 | 132.65 | |||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||
Total assets |
2,243,406 | 2,214,368 | 2,513,495 | 2,383,943 | 2,262,396 | |||||||||||||||
Total Ricoh Company, Ltd. shareholders equity |
1,070,913 | 1,080,196 | 975,373 | 973,341 | 929,877 | |||||||||||||||
Total equity |
1,127,782 | 1,138,479 | 1,024,350 | 1,023,874 | 982,764 | |||||||||||||||
Common stock |
135,364 | 135,364 | 135,364 | 135,364 | 135,364 | |||||||||||||||
Weighted average number of shares outstanding |
729,744,656 | 729,010,475 | 723,924,525 | 725,613,259 | 725,554,477 |
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Millions of Yen except per share amounts and number of shares Year ended March 31, |
||||||||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | ||||||||||||||||
Cash dividends declared Per American Depositary Share:(1), (2) |
||||||||||||||||||||
Interim |
65.00 | 80.00 | 90.00 | 82.50 | 82.50 | |||||||||||||||
$ | (0.56 | ) | $ | (0.72 | ) | $ | (0.96 | ) | $ | (0.95 | ) | $ | (0.98 | ) | ||||||
Year-end |
75.00 | 85.00 | 75.00 | 82.50 | 82.50 | |||||||||||||||
$ | (0.61 | ) | $ | (0.80 | ) | $ | (0.78 | ) | $ | (0.92 | ) | $ | (1.03 | ) | ||||||
Cash and cash equivalents |
255,737 | 170,607 | 258,484 | 242,165 | 179,169 | |||||||||||||||
Capital investments |
85,800 | 85,215 | 96,958 | 66,979 | 66,976 | |||||||||||||||
Long-term indebtedness, excluding current installment |
236,801 | 225,930 | 509,403 | 514,718 | 479,422 |
Notes:
(1) | Each American Depositary Share represents five shares of Ricoh Common Stock. |
(2) | Cash dividends declared per American Depositary Share for any given fiscal year consist of interim dividends paid during the fiscal year and year-end dividends to be paid after the fiscal year-end for such fiscal year, which are not equal to the dividends paid during such fiscal year, set forth under Per American Depositary Share, each representing 5 shares of common stock Cash dividends paid per share in the Consolidated Statements of Income appearing elsewhere in this annual report. |
In the preceding table, cash dividends declared in U.S. Dollars are based on the exchange rates at each respective payment date, using the noon buying rates for cable transfer in Japanese Yen in New York City as certified for customs purposes by the Federal Reserve Board.
On June 24, 2011, the noon buying rate for cable transfers in New York City as certified for customs purposes by the Federal Reserve Board for the Japanese Yen to the U.S. Dollar was ¥80.32 = U.S.$1.00.
The following table sets forth the exchange rates for the Japanese Yen and the U.S. Dollar based on the noon buying rate for cable transfers in Japanese Yen in New York City as certified for customs purposes by the Federal Reserve Board during the previous six months and prior five fiscal years:
December 2010 |
January 2011 |
February 2011 |
March 2011 |
April 2011 |
May 2011 |
|||||||||||||||||||
High |
81.67 | 81.56 | 81.48 | 78.74 | 81.31 | 80.12 | ||||||||||||||||||
Low |
84.23 | 83.36 | 83.79 | 82.98 | 85.26 | 82.12 |
Year ended March 31, | ||||||||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | ||||||||||||||||
Year-end |
117.56 | 99.85 | 99.15 | 93.40 | 82.76 | |||||||||||||||
Average* |
116.55 | 113.61 | 100.85 | 92.49 | 85.00 | |||||||||||||||
High |
110.07 | 96.88 | 87.80 | 86.12 | 78.74 | |||||||||||||||
Low |
121.81 | 124.09 | 110.48 | 100.71 | 94.68 |
* | The average Japanese Yen exchange rates represent average noon buying rate on the last business day of each month during the respective period. |
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B. Capitalization and Indebtedness.
Not applicable.
C. Reasons for the Offer and Use of Proceeds.
Not applicable.
D. Risk Factors.
Ricoh is a global manufacturer of office equipment and conducts business on a global scale. As such, Ricoh is exposed to various risks which include the risks listed below. Although certain risks that may affect Ricohs businesses are listed in this section, this list is not exhaustive. Ricohs business may in the future also be affected by other risks that are currently unknown or that are not currently considered significant or material. In addition, this section contains forward-looking statements that are subject to the Cautionary Statement With Respect to Forward-Looking Statements appearing in this annual report.
Ricohs Success Will Depend on Its Ability to Respond to Rapid Technological Changes in the Document Imaging and Management Industry
The document imaging and management industry includes products such as copiers, printers, facsimile machines and scanners. The technology used in this industry changes rapidly and products in this industry will often require frequent and timely product enhancements or have a short product life cycle. Most of Ricohs products are a part of this industry and as such Ricohs success will depend on its ability to respond to such technological changes in the industry. To remain competitive in this industry, Ricoh invests a significant amount of resources and capital every year in research and development activities. Despite this investment, the process of developing new products or technologies is inherently complex and uncertain and there are a number of risks that Ricoh is subject to, including the following:
| No assurances can be made that Ricoh will successfully anticipate whether its products or technologies will satisfy its customers needs or gain market acceptance; |
| No assurances can be made that the introduction of more advanced products that also possess the capabilities of existing products will not adversely affect the sales performance of each such product; |
| No assurances can be made that Ricoh will be able to procure raw materials and parts necessary for new products or technologies from its suppliers at competitive prices; |
| No assurances can be made that Ricoh will be able to successfully manage the distribution system for its new products to eliminate the risk of loss resulting from a failure to take advantage of market opportunities; |
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| No assurances can be made that Ricoh will succeed in marketing any newly developed product or technology; and |
| No assurances can be given that Ricoh will be able to respond adequately to changes in the industry. |
Ricohs failure to respond to any risks associated with this industry, including those described above, may reduce Ricohs future growth and profitability and may adversely affect Ricohs financial results and condition.
In addition to the above general risks, Ricoh is exposed to the following specific risks relating to the document imaging and management industry:
Digital Technology
Among the various technologies used in the document imaging and management industry, Ricoh believes the successful development of digital technology is one of the most essential factors in attaining a competitive advantage. Ricoh currently is a leader in digital technology and believes that the importance of digital technology used in office equipment, including copiers, printers, facsimiles and scanners, will continue to grow in the future. While most of Ricohs PPCs sold in Japan and overseas are already digital, Ricoh believes that the digital technology used in connection with digital copiers and other digital products will continue to develop and that competition with respect to digital products will intensify. There is no assurance that Ricoh will continue to be in the forefront of digital technology despite its commitment to invest in research and development activities in this area. Failure of Ricoh to adequately develop digital technology may adversely affect Ricohs financial results and condition.
Multi-Functional Equipment
Ricoh believes that the document imaging and management industry is moving towards a multi-functional office environment where various office equipment (including copiers, facsimile machines, printers, scanners and personal computers) become more interdependent on each other due to the increasing use of digital technology and initiatives taken by many offices to eventually become a paperless office. As a result, certain existing office equipment may either be consolidated into multi-functional equipment or may be linked together electronically to perform various office functions. Although Ricoh already manufactures certain multi-functional equipment, as a result of this trend towards multi-functional equipment, some of Ricohs products may become obsolete while other products may require substantial product enhancements, requiring technologies currently unavailable within Ricoh. No assurances can be made that Ricoh will be able to successfully adjust to such changes.
Ricoh Must Successfully Operate in Highly Competitive Markets
The document imaging and management industry, including the copier industry, is intensely competitive. Ricoh expects to face increased competition in the various markets in which it operates. Currently, Ricohs competitors include other large manufacturers and distributors of office equipment. In addition, as digital and other new technology develops and as new office equipment products using these newly developed technologies gain increased market acceptance, Ricoh may find itself competing with new competitors that develop such new technologies, including computer software and hardware manufacturers and distributors. Accordingly, it is possible that new competitors or alliances among existing and new competitors may emerge and rapidly acquire significant market share. While Ricoh believes it is a leading manufacturer and distributor in the document imaging and management industry and it intends to maintain its position, no assurances can be made that it will continue to compete effectively in the future. Pricing pressures or loss of potential customers resulting from Ricohs failure to compete effectively may adversely affect Ricohs financial results and condition.
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Ricoh Is Subject to the Risks of International Operations and the Risks of Overseas Expansion
A substantial portion of Ricohs manufacturing and marketing activity is conducted outside of Japan, including in the United States, Europe, and in developing and emerging markets such as China. There are a number of risks inherent in doing business in such overseas markets, including the following:
| unfavorable political or economical factors; |
| fluctuations in foreign currency exchange rates; |
| potentially adverse tax consequences; |
| unexpected legal or regulatory changes; |
| lack of sufficient protection for intellectual property rights; |
| difficulties in recruiting and retaining personnel, and managing international operations; and |
| less developed infrastructure. |
Ricohs inability to manage successfully the risks inherent in its international activities could adversely affect its business, financial condition and operating results. In addition, while Ricoh plans to continue to expand its business worldwide and increase overseas sales, because of the risks associated with conducting an international operation (including the risks listed above), there can be no assurances that Ricohs overseas expansion will be successful or have a positive effect on Ricohs financial results and condition.
Economic Trends in Ricohs Major Markets May Adversely Affect Ricohs Sales
Demand for Ricohs products is affected by cyclical changes in the economies of Ricohs major markets, including Japan, the United States and Europe. Economic downturns and declines in consumption in Ricohs major markets may adversely affect Ricohs financial results and condition.
Foreign Exchange Fluctuations Affect Ricohs Results
Local currency-denominated financial results in each of the Companys subsidiaries around the world are translated into Japanese Yen by applying the average market rate during each financial period and recorded on Ricohs consolidated statements of income. Local currency-denominated assets and liabilities are translated into Japanese Yen by applying the market rate at the end of each financial period and recorded on Ricohs consolidated balance sheets. Accordingly, the financial results, assets and liabilities are subject to foreign exchange fluctuations.
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In addition, operating profits and losses are highly sensitive to the fluctuations in the value of the Japanese Yen because the high volume of Ricohs production and sales activities in the Americas, Europe and Other, such as China, results in a large proportion of revenues and costs denominated in local currencies. Although Ricoh engages in hedging transactions such as forward contracts with several financial institutions having credit ratings satisfactory to Ricoh to minimize the negative effects of short-term fluctuations in foreign exchange rates among major currencies such as the U.S. Dollar, the Euro and Japanese Yen, mid-to-long-term volatile changes in the exchange rate levels make it difficult for Ricoh to execute planned procurement, production, logistics, and sales activities and may adversely affect Ricohs financial results and condition.
Situation Of Recovery From The Great East Japan Earthquake May Affect to Ricohs Production
Many suppliers including Ricoh suffered damage by the Great East Japan Earthquake and on March 11, 2011. Although Ricoh has already resumed production by May 2011, some suppliers of Ricoh might not have recovered yet and may not fully supply materials and parts to Ricoh as previously, which may affect to Ricohs production.
Nuclear reactors in Fukushima were damaged by the Great East Japan Earthquake, which causes shortage of electronic power in East Japan. In summer 2011, which is peak of consumption of electricity, Japanese government request to Industrials and Individuals to save consumption of electricity by 15%. Moreover, there might be scheduled or unscheduled power failure in that summer. Such uncertainty of electronic power may affect to Ricohs production.
Crude Oil Price Fluctuations Affect Ricohs Results
Many of the parts or materials used in manufacturing Ricohs products are made from oil. If the price of crude oil rises, the purchase price of such product parts or materials may increase as well. Furthermore, a rise in the price of crude oil may lead to an increase in shipping and handling costs due in part to a rise in the cost of fuel and the cost of utilities. Ricoh may not be able to pass these incremental costs onto the sales price of its products. Such fluctuations in crude oil prices may therefore adversely affect Ricohs financial position and results of operations.
Ricoh Is Subject to Government Regulation That Can Limit Its Activities or Increase Its Cost of Operations
Ricoh is subject to various governmental regulations and approval procedures in the countries in which it operates. For example, Ricoh may be required to obtain approvals for its business and investment plans, be subject to export regulations and tariffs, as well as rules and regulations relating to commerce, antitrust, patent, consumer and business taxation, exchange control, and environmental and recycling laws. Ricoh has established a Corporate Social Responsibility Office to heighten awareness of the importance of corporate social responsibility. Through this office, Ricoh involves its employees in various activities designed to ensure compliance with applicable regulations as part of its overall risk management and compliance program. However, if Ricoh is unable to comply with any of these regulations or fails to obtain the requisite approvals, Ricohs activities in such countries may be restricted. In addition, even if Ricoh is able to comply with these regulations, compliance can result in increased costs. In either event, Ricohs financial results and condition may be adversely affected.
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Ricoh Is Subject to Internal Control Evaluations and Attestation Over Financial Reporting under the Sarbanes-Oxley Act of 2002 of the United States and the Financial Instruments and Exchange Act of Japan
The United States Securities and Exchange Commission (the SEC), as required by Section 404 of the Sarbanes-Oxley Act of 2002 of the United States, adopted rules requiring every company that files reports with the SEC to include a management report on such companys internal control over financial reporting in its annual report. In addition, the companys independent registered public accounting firm must publicly attest to the effectiveness of the companys internal control over financial reporting. Furthermore, the Financial Instruments and Exchange Act of Japan requires Japanese companies whose shares are listed on the Japanese stock exchanges to submit a report which evaluates internal control over financial reporting to the commissioner of the financial bureau of Japan. Ongoing compliance with these requirements is complex, costly and time-consuming. If Ricoh were to fail to maintain effective internal control over financial reporting, Ricohs management were to fail to assess on a timely basis the adequacy of such internal control, or Ricohs independent registered public accounting firm were to fail to attest on a timely basis to the effectiveness of such internal control or issue a qualified opinion, Ricoh could be subject to regulatory sanctions or could face adverse reactions in the financial markets due to loss of investor confidence.
Ricohs Business Depends on Protecting Its Intellectual Property Rights
Ricoh owns or licenses a number of intellectual property rights in the field of office equipment automation and, when Ricoh believes it is necessary or desirable, obtains additional licenses for the use of other parties intellectual property rights. If Ricoh fails to protect, maintain or obtain such rights, its performance and ability to compete may be adversely affected. Ricoh has a program in place under which company employees are compensated for any valuable intellectual property rights arising out of any inventions developed by them during the course of their employment with Ricoh. While unlikely, management believes that there could arise instances in the future where Ricoh may become the subject of legal actions or proceedings where claims alleging inadequate compensation are asserted by company employees.
Ricoh Is Dependent on Securing and Retaining Specially Skilled Personnel
Ricoh believes that it can continue to remain competitive by securing and retaining additional personnel who are highly skilled in the fields of management and information technology. However, the number of skilled personnel is limited and the competition for attracting and retaining such personnel is intense, particularly in the information technology industry. Securing and retaining skilled personnel in the information technology industry is especially important for Ricoh to compete effectively with its competitors as expectations and market standards for office equipment become more technologically advanced. Ricoh cannot assure that it will be able to successfully secure and retain additional skilled personnel.
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Ricoh May Be Adversely Affected by Its Employee Benefit Obligations
With respect to its employee benefit obligations and plan assets, Ricoh accrues the cost of such benefits based on applicable accounting policies and funds such benefits in accordance with governmental regulations. Currently, there is no immediate and significant funding requirement; however, if returns from investment assets continue to decrease and/or turn to be negative due to market conditions, such as the fluctuations in the stock or bond markets, additional funding and accruals may be required. Such additional funding and accruals may adversely affect Ricohs financial position and results of operations.
Ricohs Operations Are Subject to Environmental Laws and Regulations
Ricohs operations are subject to many environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal, product recycling, and soil and ground-water contamination. Ricoh faces risks of environmental liability in our current and historical manufacturing activities. Costs associated with future additional environmental compliance or remediation obligations could adversely affect Ricohs business, operating results, and financial condition.
Risks Associated with Ricohs Equipment Financing Business May Adversely Affect Ricohs Financial Condition
Ricoh provides financing to some of its customers in connection with its equipment sales and leases. Ricoh evaluates the creditworthiness and the amount of credit extended to a customer prior to the financing arrangement and during the financing term on a regular basis. Depending on such evaluations, Ricoh makes adjustments to such extensions of credit as it deems necessary to minimize any potential risks of concentrating credit risk or non-payment of credit. Despite the application of these monitoring procedures, no assurances can be made that Ricoh will be able to fully collect on such extensions of credit due to unforeseeable defaults by its customers.
In addition, these financing arrangements that Ricoh enters into with its customers result in long-term receivables bearing a fixed rate of interest. However, Ricoh finances these financing arrangements primarily with short-term borrowings subject to a variable interest rate. Although Ricoh engages in hedging activities, Ricoh is not able to fully hedge this interest rate mismatch.
If Ricoh is unable to successfully manage these risks associated with its equipment financing business, Ricohs financial results and condition may be adversely affected.
Ricoh May Be Subject to Product Liability Claims that Could Significantly Affect Its Financial Condition
Ricoh may be held responsible for any defects that occur with respect to its products and services. Based on the defect, Ricoh may be liable for significant damages, which may adversely affect its financial results and condition. Furthermore, as Ricoh increasingly provides products and services utilizing sophisticated and complex technologies, such defects may occur more frequently. Such potential increase in defects, which could result in an increase in Ricohs liability, may adversely affect its financial results and condition.
In addition, negative publicity concerning these defects could make it more difficult for Ricoh to attract and maintain customers to purchase Ricoh products and services. As a result, Ricohs financial results and condition may be adversely affected.
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Ricohs Performance Can Be Affected by Alliance with, and Strategic Investments in, Other Entities
Ricoh engages in alliances with other entities to create various products and services to fulfill customer demands. Ricoh believes that an alliance is an effective method for timely development of new technology and products using management resources of both parties. However, if Ricohs interest differs from other parties interests due to financial or other reasons, Ricoh may be unable to maintain the alliance. Ricoh also makes strategic investments to acquire interests in companies that Ricoh believes would support existing businesses and/or lead to new businesses. Such strategic investments may not necessarily lead to the expected outcome or performance and may result in increased time and expenses being incurred due to the integration of businesses, technologies, products and/or personnel necessitated by such investments. Accordingly, these types of management decisions may have a significant impact on the future performance of Ricoh. Failure to maintain an on-going alliance, establish a necessary alliance or make a strategic investment to acquire an interest in a company may adversely affect Ricohs future financial position and results of operations.
Inadvertent or accidental leakage or disclosure of confidential or sensitive information may adversely affect Ricohs operations
Ricoh obtains confidential or sensitive information from various sources, including its customers, in the ordinary course of its business. Ricoh also holds trade secrets regarding its technologies and other confidential or sensitive information relating to marketing. To prevent unauthorized access and/or fraudulent leakage or disclosure of such confidential or sensitive information, Ricoh has implemented an internal management system, which includes measures to improve security and access to its internal database, as well as employee training programs to educate its employees with respect to compliance with applicable regulations relating to information security and data access. Despite Ricohs efforts, however, confidential or sensitive information may be inadvertently or accidentally leaked or disclosed and any such leakage or disclosure may result in Ricoh incurring damages, which may adversely affect Ricohs reputation. In addition, Ricoh may incur significant expenses for defending any lawsuits that may arise from such claims. Furthermore, the leakage or disclosure of Ricohs confidential or sensitive marketing and technological information to a third party may adversely affect Ricohs financial results and condition.
Ricoh May Suffer Loss as a Result of Catastrophic Disaster, Information Technology Problems or Infectious Diseases
Several of Ricohs manufacturing facilities in Japan could be subject to a catastrophic loss caused by earthquakes as such facilities are located in areas with above average seismic activity. If any of these facilities were to experience a catastrophic loss, Ricoh could experience disruptions in its operations and delays in its production and shipments. If such occurred, Ricoh would likely record a decrease in revenue, and require large expenditures to repair or replace the damaged facility, which is likely to affect Ricohs financial position and results of operations.
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As Ricoh becomes increasingly dependent on information technology, software and hardware defects, computer viruses, as well as internal database problems (e.g., falsifications or disappearance of information relating to our customers) pose a greater risk to its operations. Although Ricoh has taken various precautionary measures, such as installing firewalls and anti-virus software to detect and eliminate computer viruses, Ricoh may not be able to completely prevent or mitigate the effects of such problems, which may affect Ricohs performance.
In addition, the Ricoh is continually expanding its worldwide operations to set in place a global supply chain of its products and services so that we can satisfy our local customer needs faster, more effectively and on a regular basis. As Ricoh expands its operations worldwide, additional risks, such as infectious diseases (e.g., a new strain of influenza) and epidemics, may adversely affect Ricohs operations and financial positions.
Item 4. Information on the Company
A. History and Development of the Company
The Company was incorporated as a joint stock corporation (kabushiki kaisha) on February 6, 1936 in accordance with Japanese law under the name Riken Kankoshi Co., Ltd. as a manufacturer and distributor of sensitized paper for use in copiers. Since its incorporation, Ricoh has expanded its business into related businesses in the office equipment field. It now manufactures and markets copiers (such as PPCs), MFPs, laser printers, GELJET printers, production printing products, facsimile machines, personal computers and servers, network related software and other equipment, including semiconductors, measuring equipment and cameras.
Historical Highlights
February 1936 | Riken Kankoshi Co., Ltd. is formed in Kita-kyushu to manufacture and market sensitized paper. | |
March 1938 | The Companys name is changed to Riken Optical Co., Ltd., and starts manufacturing and selling optical devices and equipment. | |
May 1949 | The Company lists its securities on the Tokyo and Osaka Stock Exchanges. | |
April 1954 | The Company establishes an optical device and equipment plant in Ohmori, Ohta-ku, Tokyo (now known as the Ohmori plant). | |
May 1955 | The Company begins manufacturing and selling desktop copiers. | |
May 1961 | The Company establishes a sensitized paper plant in Ikeda, Osaka (now known as the Ikeda plant). | |
October 1961 | The Company lists its securities on the First Section of each of the Tokyo and Osaka Stock Exchanges. | |
June 1962 | The Company starts operations of a paper plant in Numazu, Shizuoka, which featured a fully-integrated sensitized paper production system (now known as the Numazu plant). |
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December 1962 | The Company establishes Ricoh of America, Inc. (a subsidiary, later known as Ricoh Corporation and now known as Ricoh Americas Corporation). | |
April 1963 | The Company changes its corporate name to Ricoh Company, Ltd. | |
July 1967 | The Company establishes Tohoku Ricoh Co., Ltd. (a subsidiary) in Shibata-gun, Miyagi. | |
May 1971 | The Company completes its manufacturing facility in Atsugi, Kanagawa (now known as the Atsugi plant), to which it transfers some of its office equipment production from the Ohmori plant. | |
June 1971 | The Company establishes Ricoh Nederland B.V. (a subsidiary, later known as Ricoh Europe B.V. and now known as Ricoh Europe Holdings B.V.) in the Netherlands. | |
January 1973 | The Company establishes Ricoh Electronics, Inc. (a subsidiary) in the United States. | |
December 1976 | The Company forms Ricoh Credit Co., Ltd. (a subsidiary, now known as Ricoh Leasing Co., Ltd.). | |
March 1977 | The Company relocates its headquarters to Minato-ku, Tokyo. | |
December 1978 | The Company establishes Ricoh Business Machines, Ltd. (a subsidiary, now known as Ricoh Hong Kong Ltd.). | |
March 1981 | The Company builds the Ricoh Electronics Development Center at the Ikeda plant to develop and manufacture electronic devices. | |
October 1981 | The Company lists its securities on the Paris Stock Exchange (now known as Euronext Paris). | |
May 1982 | The Company establishes sensitized paper production facilities in Sakai, Fukui (now known as the Fukui plant), which takes over some of the sensitized paper production from the Osaka plant (now known as the Ikeda plant). | |
December 1983 | The Company establishes Ricoh UK Products Ltd. (a subsidiary). | |
October 1985 | The Company builds a copier manufacturing plant in Gotenba, Shizuoka (now known as the Gotenba plant). | |
April 1986 | The Company opens a research and development (R&D) facility in Yokohama, Kanagawa (now known as the Ricoh Research and Development Center) in commemoration of the Companys 50th anniversary, to which it transfers some of its R&D operations from the Ohmori plant. | |
April 1987 | The Company establishes Ricoh Industrie France S.A. (a subsidiary, now known as Ricoh Industrie France S.A.S.). | |
April 1989 | The Company sets up an electronic devices facility in Yashiro-cho, Kato-gun, Hyogo (now known as the Yashiro plant). | |
January 1991 | The Company establishes Ricoh Asia Industry (Shenzhen) Ltd. (a subsidiary) in China. | |
March 1995 | Ricoh Corporation acquires Savin Corporation, an American office equipment sales company. |
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September 1995 | The Company acquires Gestetner Holdings PLC (now known as Ricoh Europe PLC), a British office equipment sales company. | |
January 1996 | Ricoh Leasing Co., Ltd. lists its securities on the Second Section of the Tokyo Stock Exchange (currently listed on the First Section of the Tokyo Stock Exchange). | |
December 1996 | The Company establishes Ricoh Asia Pacific Pte Ltd (a subsidiary) in Singapore. | |
March 1997 | The Company establishes Ricoh Silicon Valley, Inc. (now known as Ricoh Innovations, Inc.) in the United States. | |
August 1999 | Ricoh Hong Kong Ltd. acquires Inchcape NRG Ltd., a Hong Kong-based office equipment sales company. | |
January 2001 | Ricoh Corporation acquires Lanier Worldwide, Inc., an American office equipment sales company. | |
October 2002 | The Company establishes Ricoh China Co., Ltd. (a subsidiary). | |
April 2003 | Tohoku Ricoh Co., Ltd. becomes a wholly-owned subsidiary of the Company. | |
October 2004 | The Company acquires Hitachi Printing Solutions, Ltd. (now known as Ricoh Printing Systems, Ltd.) in Japan. | |
August 2005 | The Company opens Ricoh Technology Center in Ebina, Kanagawa to integrate its domestic development facilities and offices. | |
November 2005 | The Company relocates its headquarters to Chuo-ku, Tokyo. | |
January 2007 | Ricoh Europe B.V. acquires the European operations of Danka Business Systems PLC. | |
June 2007 | InfoPrint Solutions Company, LLC (InfoPrint Solutions Company), a joint venture company of Ricoh and International Business Machines Corporation (IBM), commences its operations. | |
May 2008 | The Company establishes Ricoh Manufacturing (Thailand) Ltd. (a subsidiary) in Thailand. | |
August 2008 | Ricoh Elemex Corporation becomes a wholly-owned subsidiary of the Company. | |
October 2008 | Ricoh Americas Corporation acquires all of the outstanding shares of IKON Office Solutions, Inc. (IKON), an American office equipment sales and service company. | |
July 2010 | Seven domestic sales subsidiaries and the marketing group of the Company are merged into one domestic sales subsidiary named Ricoh Japan Corporation. | |
August 2010 | The Company completes the construction of a new building that expands the Ricoh Technology Center, which is located in Ebina, Kanagawa. |
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The Companys registered head office and executive office are as follows:
Address |
Telephone number | |||
Registered head office | 3-6, Naka Magome 1-chome, Ohta-ku, Tokyo 143-8555, Japan | +81-3-3777-8111 | ||
Executive office | 13-1, Ginza 8-chome, Chuo-ku, Tokyo 104-8222, Japan | +81-3-6278-2111 |
Principal Capital Investments
Ricohs capital investments for fiscal years 2009, 2010 and 2011 were ¥96.9 billion, ¥66.9 billion and ¥66.9 billion, respectively. Ricoh directed a significant portion of its capital investments for fiscal years 2009, 2010 and 2011 towards digital and networking equipment, such as digital PPCs/MFPs, laser printers and production printing products, and manufacturing facilities to maintain or enhance its competitiveness in the industry. For fiscal year 2011, Ricohs capital investments included ¥8.1 billion for the construction of a new building at the Ricoh Technology Center, ¥5.6 billion for purchasing mold casts used in the manufacturing of MFPs, production printing equipment and printers and ¥4.6 billion for the construction of a second plant that manufactures polymerized PxP toner. More specifically, in fiscal year 2011, Ricoh completed the construction of a new building to expand the Ricoh Technology Center that is located in Kanagawa, Japan, which was established in 2005 as Ricohs main development center. With the expansion of the Ricoh Technology Center, Ricoh relocated the software development department, the inkjet technology development department and the supply development department (responsible for developing toners and photoconductors) to this newly expanded center. As a result, the Ricoh Technology Center now houses such departments as well as the copier and printer development division and the manufacturing technology division. Ricoh Technology Center is also engaged in elemental technology development, product design, product evaluation and developing manufacturing technology for state-of-the-art color products. With the consolidation of these departments and divisions at the Ricoh Technology Center, Ricoh aims to (1) improve its flexible cross-functional (inter-departmental) development structures, (2) strengthen human resources development and (3) enhance its product engineering capabilities and overall development efficiency. By geographic segment, in fiscal year 2011, Ricoh made capital investments in Japan, the Americas, Europe and Other in the amounts of ¥45.6 billion, ¥8.5 billion, ¥10.1 billion and ¥2.7 billion, respectively. Ricoh projects that for fiscal year 2012, its capital investments will amount to approximately ¥67.0 billion, which will principally be used for investments in manufacturing facilities of digital and networking equipment with new engines, toners, semiconductors and thermal media. It is expected that Ricohs capital investments in Japan, the Americas, Europe and Other will be in the amount of approximately ¥44.2 billion, ¥10.2 billion, ¥8.9 billion and ¥3.7 billion, respectively, in fiscal year 2012. These capital investments are expected to be financed with internally generated funds and/or borrowings from third parties.
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B. Business Overview
Ricoh is a leading manufacturer of office automation equipment. Ricohs principal products include copiers (such as PPCs), printers (MFPs, laser printers and GELJET printers), production printing products and facsimile machines. Ricoh is also a prominent manufacturer of digital and advanced electronic devices such as semiconductor devices. In recent years, Ricoh has been rapidly building a solid presence globally as a comprehensive document solutions provider that helps its customers streamline their businesses and decrease operating costs. More specifically, Ricoh supports its office and production printing equipment businesses by offering customers various solution systems that work with personal computers and servers, network systems, application software and related product support and after-sales services to assist customers in fully utilizing the Ricoh products that they purchase. Ricohs product support services include assisting customers in setting up their information technology environment or network. Ricoh also offers various supplies and peripheral products to be used with its products and systems.
PRODUCTS
Ricohs operating segments consist of Imaging & Solutions, Industrial Products and Other.
Ricohs management analyzes its business operations and performance based on these segments.
The following table sets forth Ricohs sales by products for fiscal years 2009, 2010 and 2011.
SALES BY PRODUCT
Millions of Yen (except for
percentages) For the Year Ended March 31, |
||||||||||||||||||||||||
2009 | 2010 | 2011 | ||||||||||||||||||||||
Imaging & Solutions |
||||||||||||||||||||||||
Imaging Solutions |
¥ | 1,598,614 | 76.4 | % | ¥ | 1,516,172 | 75.2 | % | ¥ | 1,429,824 | 73.6 | % | ||||||||||||
Network System Solutions |
234,484 | 11.2 | 274,071 | 13.6 | 283,483 | 14.6 | ||||||||||||||||||
Industrial Products |
115,550 | 5.5 | 101,692 | 5.0 | 106,830 | 5.5 | ||||||||||||||||||
Other |
143,048 | 6.9 | 124,402 | 6.2 | 121,876 | 6.3 | ||||||||||||||||||
Total |
¥ | 2,091,696 | 100.0 | % | ¥ | 2,016,337 | 100.0 | % | ¥ | 1,942,013 | 100.0 | % | ||||||||||||
Note:
(1) | The above consolidated financial data set forth net sales to external customers by product. |
Imaging & Solutions
This segment consists of products that are widely used in the office and production printing environments and are categorized as follows:
(1) Imaging Solutions
For fiscal year 2011, the Imaging Solutions product category accounted for 73.6% of Ricohs net sales.
The primary functions of products in this category are (1) to produce copies and (2) to print or produce images using a network. Stand-alone PPCs are representative of products in the first group, and MFPs and laser printers are representative of products in the second group.
The principal products in the Imaging Solutions product category include monochrome and color digital PPCs/MFPs, laser printers, GELJET printers and production printing products.
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Ricoh continues to be a global leader in PPCs/MFPs and has been a pioneer in the development of digital machines. Ricoh manufactures a wide range of PPCs/MFPs with a variety of copying speeds and functions such as double-sided printing, sorting, reducing and enlarging, and zoom adjustment based on copy sizes. Ricoh continues to strengthen its digital PPC/MFP product lineup with new product offerings that range from low-end models (regular print speed models for low volume copying or printing) to high-end models (high print speed models for large volume copying or printing). PPCs/MFPs use a drum or other medium coated with a photo conductive material on which an image of the original document is projected optically and developed by applying a dry powder-based toner. The application of this printing process enables higher picture quality and is environmentally friendly. Ricohs PPCs/MFPs are designed to provide information technology support for all types of office environments by delivering enhanced basic features (i.e., reduction, enlargements), simpler operation, reduced paper consumption through electronic storage, and better connectivity with document distribution and storage systems. Ricoh also manufactures a wide range of laser printers that print in monochrome or color and in a variety of print speeds, are able to connect to a network and are multifunctional in that they have scanning, faxing and copying capabilities as well as advanced finishing capabilities. GELJET printers utilize GELJET technology developed by Ricoh, which enables ultra-fine particle pigment dispersion to produce higher image qualities. All GELJET printers are color printers. In addition, Ricoh manufactures production printing products that are high-speed laser printers designed to be used as a central printing device to satisfy customers needs to print-on-demand and print large volumes. Production printing products are often used in data processing environments (such as central reproduction departments within companies and data centers) and the commercial professional printing market (i.e., market comprised of businesses offering high-quality printing services).
In response to customer demand, Ricoh continues to be focused in recent years on designing a wide-range of products that enhance productivity, have improved security features, are user friendly and are environmentally friendly.
For example, during fiscal year 2011, Ricoh released its imagio MP C5001/C4001/C3301/C2801 series (also known as Aficio MP C5001/C4001/C3301/C2801 series when sold overseas) as part of its color MFP product lineup. These new color MFPs (1) decrease average energy consumption by approximately 25% (MP C5001/C4001 series) and 50% (MP C3301/C2801 series) compared to that of earlier models by using an induction heating fusing unit, which heats up quickly and uses less electricity, and the newly developed black PxP toners, which enables fusing at lower temperatures, (2) increase customers productivity by shortening the start-up time from when the equipment is in wait mode, (3) increase printing and scanning speeds, which improve customers productivity, (4) enable customers to print directly from USB memory and/or SD cards, which enhance customers work efficiency and (5) provide enhanced security features, such as a user authentication system to prevent unauthorized access to images and an encryption system that encrypts user names and passwords. Ricoh also released imagio MP C2201 series (also known as Aficio MP C2201 series when sold overseas) as part of its color MFP product lineup during fiscal year 2011, which (1) reduced average energy consumption by using the new color QSU (quick start up) technology and the newly developed black PxP toners and (2) shortened start-up times to 10 seconds from when the equipment is in wait mode as compared to 27 seconds for prior models, such that the shortened start-up time is now equivalent to start-up times of monochrome MFPs.
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In addition, Ricoh developed and introduced during fiscal year 2011 the imagio MP W3601/W2401 series (also known as Aficio MP W3601/W2401 series when sold overseas), a wide format MFP with features that increased customers productivity compared to prior models, such as (1) having a copying speed of 6 pages per minute and (2) being equipped with a 600 dpi resolution full color scanner. In addition, this wide format MFP series provided as standard features security functions that were previously optional.
In terms of laser printers, Ricoh developed and introduced during fiscal year 2011 low- to high-end color laser printers for A4-sized paper featuring a compact body of 400 mm (width) x 480mm (depth) x 387mm (height) , which enables usage in a wide range of work environments, and functions that improve customers productivity, such as a printing speed of 25 pages per minute.
With respect to GELJET printers, Ricoh developed and introduced the IPSiO GX e7700 series (also known as Aficio GX e 7700 series when sold overseas) during fiscal year 2011. This series was introduced to target mid-end users and is a series of color printers featuring (1) a function that enables printing on a wide range of paper sizes from special A3-size paper to L-size paper, (2) a broad spectrum of printing functions to satisfy a wide range of customer requirements, (3) lower overall printing costs with a function that automatically adjusts the print density depending on the document contents, (4) environmentally friendly characteristics, such as reduced average energy consumption to a level comparable to that of a fluorescent light bulb, (5) high speed printing, such as taking less than 2.6 seconds to print the first color page and being able to print 29 pages per minute in both monochrome and color, and (6) easy-to-use applications that can be operated at the front of the printer on a daily basis.
Furthermore, in terms of production printing products, Ricoh developed and introduced the RICOH Pro C901/C901S for its production printing customers during fiscal year 2011. The RICOH Pro C901/C901S is a color laser printer with a high print speed of 90 pages per minute for both monochrome and color printing on A4-size paper. In addition, this laser printer (1) uses oil-free polymerized PxP toners to produce high quality images, (2) has high-speed print, copy and scan capabilities, (3) uses a new fusing unit that improves paper handling, (4) has an improved large color TFT LCD operation panel that simplifies operation and (5) has various options that enable customers to improve their production efficiency, such as various finishing and binding options.
(2) Network System Solutions
For fiscal year 2011, the Network System Solutions product category accounted for 14.6% of Ricohs net sales.
The primary function of products in this category is to assist customers in establishing a networked environment and provide customized printing solutions that satisfy customers individual needs. The principal products in the Network System Solutions product category include personal computers and servers, network systems, application software, and related services and support such as document outsourcing services.
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In Japan, Ricoh has its own solutions brand called Operius and is focused on providing solutions to customers to optimize their office environment. Operius is comprised of three key components: (1) hardware, (2) software and (3) support and services. By identifying and utilizing the most appropriate hardware and software to address customers needs, and supplementing such products with a comprehensive support and service team (such as a 24-hour IT monitoring center, and an expert team of hardware and software engineers), Ricoh strives to assist its customers in creating a working environment that is more efficient. For example, Ricoh develops storage and management solutions that address the customers need to organize and keep track of both paper and digital files, and that provide a secure centralized electronic document storage system that enables easy retrieval. Through the seamless integration of hardware and software, customers can utilize and benefit from streamlined document scanning, indexing and electronic document distribution. As part of Operius, Ricoh delivers total cost of ownership (TCO) consulting that begins with analyzing the customers document workflow, output devices and document processes. In addition, through its support services, Ricoh has been able to lower the total printing costs of its customers by assisting them in the set up of their information technology or networks in various environments in Japan (where physical space is costly) and thereby increasing the efficiency of their printing process.
In addition, in Japan as well as the overseas market, Ricoh has been expanding its managed document services (MDS) since its acquisition of IKON in fiscal year 2009. Historically, Ricoh has grown its business by inventing and selling new products. While Ricoh remains committed to providing innovative hardware and software products, Ricoh believes that its MDS can provide customers added-values. The objective of Ricohs MDS is to provide customers with a competitive advantage over its competitors, decrease costs, improve efficiencies and strengthen data security protection.
Ricoh is expanding its MDS business globally because it believes that customers needs are changing. Unlike before, customers appear to be less willing to pay for hardware and software which they must manage and optimize themselves. Rather, customers appear to be seeking a consultative partner that provides not only innovative products but also solutions that enable customers to pay only for what they actually use, which may change quickly based on changes in customers companies and the markets they serve. Based on Ricohs experience, customers also appear to be looking to outsource non-core business functions to third-party partners who are willing to invest, collaborate and work with them.
More specifically, Ricohs MDS is a global service that helps customers improve their document workflow and office processes, manages and optimizes customers information, increases productivity and reduces TCO. Ricohs MDS is provided to customers in the following five phases:
Phase I (Understand Understanding the state of the customers environment): In this phase, Ricoh works with customers and conducts a detailed assessment of the state of the customers document output environment. Ricohs dedicated team of analysts performs this assessment and provides the customer with an analysis of the customers environment, including limitations to its environment and associated costs.
Phase II (Improve Presenting a proposed design that focuses on the customers goals): Using the assessment from Phase I, Ricohs experts (including a team of analysts, system engineers, consultants and technology specialists) develop and provide recommendations to achieve the customers objectives in this phase. Such objectives may include enhancing efficiency, increasing productivity, and deriving measurable and sustained cost savings.
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Phase III (Transform Transforming the customers environment): In this phase, Ricoh provides a clear roadmap that shows how the customer can transition from the current state to the desired future state, and offers the services of experts who can ensure that the transition to a new environment is accomplished efficiently, with minimum impact on the customers business, and the objectives of the change can be realized quickly.
Phase IV (Govern Governing the new environment for continuous improvement): In this phase, Ricoh provides onsite services to generate cost savings, fleet productivity and workflow improvements. Ricoh strives to deliver measurable and sustained improvements that differentiate Ricohs MDS from other print solutions and ensure measurable cost containment, reduced IT efforts and enhanced end-user satisfaction.
Phase V (Optimize Optimize the new environment): In this last phase, Ricoh provides services that transform the customers workflow and enables customers to deliver information at the appropriate time and format, while at the same time saving costs for such action. In providing this service, Ricoh offers the services of its experts without adding to the customers headcount and without having customers relinquishing control over their own information infrastructure. Ricohs experts will work as an extension of the customers staff, applying the requisite expertise as needed.
Industrial Products
The Industrial Products segment consists of products that are used in the industrial sector. For fiscal year 2011, this segment accounted for 5.5% of Ricohs net sales. Principal products in this segment include thermal media, optical equipment, semiconductor devices, electronic components and measuring equipment.
Through technological enhancements in its thermal media business, Ricoh has been able to expand its business from the production of thermal paper for use in facsimiles to a variety of business areas, including the production of POS sheets, logistics management sheets (such as dispatch labels), reward cards, identification cards, medical films, food labels, industrial use labels, amusement tags and tickets, pharmaceutical labels and thermal rewritable films that utilize thermo-chromic printing technology that can be used to erase and update text and graphics up to 500 times.
Ricohs optical equipment business utilizes technology originally developed by Ricoh for its copiers and cameras. This business supplies optical equipment and optical supply parts, such as lens units, to third parties.
Ricoh also manufactures various types of semiconductor devices. Such devices include application-specific integrated circuits (ASICs) and application-specific standard products (ASSPs) that are often used in digital copiers, printers, personal computers, PC card, cellular phones and other digital appliances.
The electronic components business consists of components supplied to Ricohs manufacturing plants in connection with the production of its own products, such as copiers and printers, as well as components supplied to third parties.
In addition, Ricoh is one of the leading manufacturers of measuring equipment in Japan. Ricoh offers a wide range of measuring equipment, such as gas meters and gas leak detectors. Sales in the measuring equipment category are greatly affected by the cyclical nature of market demand for this equipment.
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Other
The Other segment, which accounted for 6.3% of Ricohs net sales for fiscal year 2011, includes digital cameras, financing and logistics services.
Ricoh is one of the pioneers in commercializing digital cameras, which have tremendous potential as image capturing devices. As digital cameras may be used in a variety of ways to capture and input images, Ricoh expects that the digital camera market will continue to grow in the future. During fiscal year 2011, Ricoh released new digital cameras under the names CX4 and G700/G700SE.
The CX4 features (1) a 10.7x optical wide-angle zoom lens (equivalent to a 28-300 mm focal length on 35 mm cameras) with a compact body having a depth of 29.4 mm and (2) enhanced image-sensor-shift image stabilization, which reduces blurring of the image on average by the equivalent of about 3.7 shutter-speed stops, about three times faster than its predecessor model. This enhanced stabilization feature ensures crisp, sharp results when taking close-up photos, telephoto shots and other shots in which the image is likely to blur.
The G700/G700SE is equipped with (1) an optical lens that has 5x zoom capability (equivalent to 28-140 mm focal length on 35 mm cameras) and (2) a built-in flash that reaches up to 10 meters. The G700/G700SE has improved shock resistance, water resistance and chemical resistance qualities, which enables it to be used at difficult work sites. In addition, Bluetooth® and wireless LAN capabilities are standard features of the G700SE, which also has optional GPS and bar code reader units as accessories.
Ricoh provides certain financing services in Japan through Ricoh Leasing Co., Ltd., which leases industrial equipment and medical equipment as well as office equipment, and offers loans, such as support loans, to small businesses and independent medical doctors. Ricoh is also increasing its financing services in the United States and Western Europe by extending more leases to customers in order to meet the change in customers demand to use equipment rather than to own equipment, and to support sales of the Imaging Solutions business.
Ricoh Logistics System Co. Ltd. offers logistics services in the delivery, distribution and storage of products, such as electronic products, office equipment, and electronic and machinery parts.
GROUP VISION AND MANAGEMENT PLANS
With Winner in the 21st Century (Build a strong global RICOH brand) as its group vision, Ricoh strives to continue growing and developing as a global company by gaining the trust of its customers. Ricoh intends to gain the trust of its customers by continuously working towards achieving greater customer productivity and knowledge management. Accordingly, Ricoh plans to conduct its business activities in a way that provides innovative products and services to all of its customers (including those who use information at work and in their lives outside of work) based on Ricohs three core values of harmonizing with the environment (i.e., reducing and minimizing environmental impact), simplifying your life and work (i.e., enhancing user friendliness and striving towards simplification) and supporting knowledge management (i.e., offering solutions to process information).
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In addition to this overall group vision, management has established medium-term goals. Fiscal year 2011 was the third and last fiscal year of the 16th Mid Term Plan (MTP), which covered the period from fiscal year 2009 through fiscal year 2011. Under the 16th MTP, Ricohs objectives were to earn an even greater level of trust from its customers by placing greater emphasis on customer viewpoints and continuing to provide products and services which meet and exceed customer expectations. To achieve the objectives of the 16th MTP, Ricoh established the following five basic group management strategies: (1) become the market leader in each of the targeted business areas (such as the production printing business and the solutions business), (2) strengthen and accelerate its environmental management (which encompasses environment-related technological development, such as the development of products like color PxP toners, the management of resources and energy used in the entire lifecycles of Ricoh products, and the delivery to customers of Ricohs environmental philosophy and activities), (3) promote Ricoh Quality (which means to accelerate the innovation processes to achieve greater customer satisfaction), (4) create new business lines and (5) build a strong global RICOH brand.
During the 16th MTP, Ricoh made various efforts to achieve the plans objectives. For example, Ricoh worked to achieve synergy with IKON, which it acquired in fiscal year 2009, in various ways, including making efforts to replace non-Ricoh products used by IKON customers with Ricoh products. In addition, Ricoh expanded in various countries its production printing business, its MDS business and its IT services business. Ricoh also took steps to restructure its operations in accordance with the Corporate Restructuring Growth Project (CRGP) from October 2008, which is a group-wide project to reduce costs and restructure operations for future growth, implemented urgent cost reduction measures in fiscal year 2011 and started to shift resources to new growth areas.
In addition to the overall objectives of the 16th MTP, Ricoh also established financial targets with respect to net sales, operating income, operating income ratio (ratio of operating income to net sales), return-on-equity (ROE) and payout ratio (ratio of dividends paid to net income) that were to be achieved by the last fiscal year of the plan. More specifically, the financial targets were net sales of ¥2,300.0 billion, operating income of ¥170.0 billion, operating income ratio of 7.4%, ROE of 12.5% and payout ratio of 30.0%. Actual results as of fiscal year 2011 (the last fiscal year of the 16th MTP) were net sales of ¥1,942.0 billion, operating income of ¥60.1 billion, operating income ratio of 3.1%, ROE of 2.1% and payout ratio of 121.9%. These results were due in part to the change in business environment that occurred during the 16th MTP as well as the appreciation of the Japanese Yen relative to the U.S. Dollar and the Euro. More specifically, the average exchange rate between the Japanese Yen and the U.S. Dollar was ¥100.55 to US$1 for fiscal year 2009 and ¥85.77 to US$1 for fiscal year 2011. The average exchange rate between the Japanese Yen and the Euro was ¥143.74 to Euro 1 for fiscal year 2009 and ¥113.28 to Euro 1 for fiscal year 2011. Ricoh estimates that an appreciation of ¥1 against the U.S. Dollar would impact sales and operating income by ¥6.5 billion and ¥1.3 billion, respectively, and an appreciation of ¥1 against the Euro would impact sales and operating income by ¥3.5 billion and ¥1.5 billion, respectively. While the decrease in demand that occurred after the world financial crisis recovered slowly during the end of the 16th MTP, Ricohs customers continued to minimize color output and manage their overall printing output. Ricohs customers also adjusted their business models during the 16th MTP in ways that reflect a shift in values from those based on product possession (i.e., owning a product) to those based on product use (i.e., using a product). Furthermore, the increased use of mobile devices and the paperless movement accelerated during the 16th MTP, which has resulted in changing peoples working styles. Furthermore, increased environmental awareness has lead customers to place greater emphasis and importance when selecting a product on whether the product has been designed and can perform in a way that is friendly to the environment.
The objective of the 17th MTP, which covers the period from April 2011 to March 2014, is to achieve growth and to restructure its organization simultaneously in order to develop new values that can be provided to customers. To achieve this objective, Ricoh has implemented the following two basic group management strategies: (1) business creation and integration and (2) establish highly efficient management.
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By business creation and integration, Ricoh means that it will strive to strengthen its services business with the goal of increasing its market share not only in products but also in services. More specifically, Ricoh will focus on achieving five objectives under the business creation and integration strategy. First, Ricoh will work to maintain its top market share status in its core business (i.e., products that are used in the office environment), while streamlining its operations. Second, Ricoh will aim to expand its services business in developed countries and areas, such as the United States, Western Europe and Japan, by enhancing its MDS offerings and expanding its IT services. Third, Ricoh will strive to expand its product line-up and market share in the emerging markets. Fourth, Ricoh will work to strengthen its production printing business by making necessary adjustments to its sales and service structures and expanding its product line-up so that its production printing business can realize a profit at an early stage. Lastly, Ricoh will continue to develop new businesses to achieve growth, which new businesses will include developing network appliances and Eco solutions. Network appliances consist of projection systems, unified communication systems and other systems. Eco solutions consist of the LED illumination business, the ESCO business (which is a business that provides comprehensive services to achieve energy savings in buildings and factories with the objective of providing energy saving benefits to customers and contributing to preserving the global environment), the recycling business and other businesses. In addition, as part of the 17th MTP and in light of the shift in customer demand to merely use equipment as opposed to own equipment, Ricoh intends to (1) provide comprehensive MDS or Eco solutions by using a combination of existing systems and the Ricoh group expertise and (2) provide financial solutions for customers to facilitate the purchase of higher priced products and services, such as the building- or factory-wide comprehensive installation of LED illuminations and production printing products. Separately, to assist in the recovery of the Tohoku area after the Great East Japan Earthquake, Ricoh plans to expand its toner production capacity in the Tohoku area and establish a new recycling center in the Tohoku area. To date, Ricoh has contributed ¥0.3 billion and established a Recovery Support Department to strengthen its recovery efforts and support the mid- to long-term recovery of the affected areas.
By establish highly efficient management, Ricoh means that it will work to create a corporate environment through which its growth strategies can be accelerated. More specifically, Ricoh will strive to realize a corporate culture that encourages the accelerated implementation of growth strategies that seek to achieve in-depth restructuring as part of the CRGP. Ricoh intends to achieve this restructuring and accelerate acquisition synergies by (1) streamlining its sales systems, (2) reviewing non-profitable businesses and deciding either to support and turn around such businesses or withdraw from such businesses, (3) integrating production sites and shifting resources to growth areas, (4) encouraging operational re-engineering, such as re-engineering its business processes, streamlining redundant operations and reorganizing headquarter functions, (5) relocating approximately 15,000 personnel to new growth areas and reducing personnel headcount by approximately 10,000 persons, (6) reducing purchase costs by centralizing purchase functions and aggregating purchase orders and (7) reviewing its development processes (such as the create without making process, which means to develop products without incurring costs arising from test models) and strengthening its support for low cost development. In addition, as part of the 17th MTP and to investment in its future growth, Ricoh intends to (1) make capital investments of approximately ¥200.0 billion over the next three years (which will be maintained on an annual basis at current levels equivalent to depreciation), (2) maintain R&D expenses at 5-6% of net sales (which it intends to use to expand into new business areas and streamline existing business areas while also engaging in product development for emerging markets) and (3) expand its business infrastructure in new areas and growth areas (which it intends to accomplish by reallocating resources and implementing strategic investments into new business areas).
The financial targets that Ricoh has set to achieve by March 2014 in connection with the 17th MTP are net sales of ¥2,400.0 billion or higher, operating income of ¥210.0 billion or higher, operating income ratio of 8.8% or higher, ROE of 10.0% or higher, free cash flow (which is the sum of cash flows from operating activities plus cash flows from investing activities) of approximately ¥200.0 billion and a shareholder return ratio (the ratio between dividends and share buybacks) of approximately 30%.
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SALES AND DISTRIBUTION
Ricoh continues to utilize the following three marketing and sales channels for the distribution of its products to end-user customers in Japan: (1) direct sales by Ricoh to end-user customers through domestic subsidiaries and affiliates, (2) sales through independent dealers of office equipment and (3) sales through independent office supply wholesalers and retailers. Ricoh estimates that over one-half of its domestic PPC/MFP and laser printer sales by revenue are derived from its direct sales channels to end-user customers, with the remaining balance being divided between sales through independent dealers of office equipment and independent office supply wholesalers and retailers. During fiscal year 2009, in an effort to consolidate its operations, Ricoh merged 33 sales subsidiaries in Japan into five sales subsidiaries to enhance the efficiency of its domestic sales activities. As a result, as of the end of fiscal year 2009, Ricoh had seven domestic sales subsidiaries, located in the Hokkaido, Tohoku, Kanto, Chubu, Kansai, Chugoku and Kyushu areas, that coordinated its marketing and sales channels in Japan. To further enable a quicker response to customers increasingly diversified needs and to efficiently manage its sales operations, Ricoh merged these seven domestic sales subsidiaries and the marketing group of the Company into one domestic sales subsidiary in July 2010, which subsidiary is named Ricoh Japan Corporation.
Outside of Japan, Ricoh has organized its marketing and sales channels to accommodate its four operating regions: (1) the Americas, (2) Europe, Africa, and the Middle East, (3) Asia and Oceania and (4) China. One of Ricohs strategies in expanding its overseas marketing and sales channels has been to acquire office equipment sales companies in various locations around the world through which it can sell its products. Accordingly, in addition to selling Ricoh brand name products through its overseas sales subsidiaries, affiliates and independent dealers (similar to the marketing and sales channels used for the distribution of products in Japan), Ricoh also sells its products through the following two marketing and sales channels in the overseas market: (1) sales of products under brand names that Ricoh purchased through acquisitions (i.e., the Savin brand, the Lanier brand and the Infotec brand) and (2) sales of Ricohs products by other companies under their brand names where Ricoh is the original equipment manufacturer (OEM). Savin and Lanier were originally Ricohs OEM distributors prior to their acquisition. During fiscal year 2009, Ricoh acquired the U.S.-based IKON and its subsidiaries, who supply and service a wide range of office equipment in the U.S., Canada and the Western European markets. The purpose of this acquisition was for Ricoh to strengthen and broaden its business opportunities and infrastructure in the U.S., Canada and Europe by capitalizing on IKONs broad sales and service network and gaining access to IKONs customer relationships, which includes large private corporations as well as U.S. government and public sector entities/organizations.
Ricoh recognizes revenue for sales upon the delivery and installation of equipment to its end-user customers. Revenue from the sales of equipment under sales-type leases is recognized as product sales at the inception of the lease. Information regarding the methods by which Ricoh recognizes revenue is also set forth in Item 5. Critical Accounting Policies and Note 2 to the Consolidated Financial Statements which are included in this annual report.
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AFTER-SALES SERVICE
Ricoh provides repair and maintenance services for its products to end-user customers based on the belief that periodic and timely maintenance services are essential in preserving Ricohs market share in the relevant products. These maintenance services are provided to customers pursuant to maintenance service contracts customarily entered into at the time the equipment is originally sold.
In Japan, repair and maintenance services are generally provided by Ricohs service specialists. Ricohs service network in Japan includes service centers operated by Ricoh and its affiliates and service outlets operated by other companies. The total number of Ricohs sales and service personnel in Japan is approximately 21,200. Similar to Japan, Ricoh employees and contracted maintenance providers provide repair and maintenance services to end-user customers in the overseas market who purchase Ricoh products. The total number of Ricohs overseas sales and service personnel is approximately 45,800.
Ricohs customer support system (@Remote) is available globally in order to enhance customer satisfaction and service efficiency. This system allows Ricoh to remotely monitor copiers that are in operation and provide prompt service to such copiers.
Additional information regarding the manner in which Ricoh accounts for its after-sales services is set forth in Item 5. Critical Accounting Policies and Note 2 to the Consolidated Financial Statements which are included in this annual report.
PRINCIPAL MARKETS
Ricoh distributes its products and competes in the following four geographic areas: Japan, the Americas, Europe and Other. In the aggregate, Ricohs sales decreased in fiscal year 2011. As noted below, for fiscal year 2011, net sales in Japan, the Americas, Europe and Other as a percentage of total net sales were 45.1%, 26.9%, 21.3% and 6.7%, respectively. The table below breaks down for each geographic area the total net sales amount and percentage of such net sales amount as compared against total net sales for each of the last three fiscal years.
SALES BY GEOGRAPHIC AREA
Millions of Yen (except for percentages to net sales) For the Year Ended March 31, |
||||||||||||||||||||||||
2009 | 2010 | 2011 | ||||||||||||||||||||||
Japan |
¥ | 938,331 | 44.9 | % | ¥ | 876,578 | 43.5 | % | ¥ | 875,859 | 45.1 | % | ||||||||||||
The Americas |
502,862 | 24.0 | 557,687 | 27.7 | 521,970 | 26.9 | ||||||||||||||||||
Europe |
523,407 | 25.0 | 458,584 | 22.7 | 413,936 | 21.3 | ||||||||||||||||||
Other |
127,096 | 6.1 | 123,488 | 6.1 | 130,248 | 6.7 | ||||||||||||||||||
Total |
¥ | 2,091,696 | 100.0 | % | ¥ | 2,016,337 | 100.0 | % | ¥ | 1,942,013 | 100.0 | % | ||||||||||||
Note:
(1) | Sales amounts set forth in the above table are based on the location of the purchaser (external customer) of the product. For example, if the product is manufactured in Japan and sold to an external customer located in the United States, such sale would be recorded as a sale in the Americas. |
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(1) Japan
While the Japanese economy showed some moderate signs of recovery starting in the second half of fiscal year 2010, the economic situation in Japan remained unpredictable due to the appreciation of the Japanese Yen against the U.S. Dollar and the Euro as well as the decline in the stock market. Capital investments in Japan by customers have decreased due to sluggish sales performance and the appreciation of the Japanese Yen. Personal consumption has also remained weak. Ricoh continues to face a difficult business environment in Japan. In the Imaging & Solutions segment, the marketing group of the Company and seven domestic sales companies were integrated and reorganized into Ricoh Japan Corporation. Through such integration and reorganization, Ricoh sought to improve its management efficiency by creating a sales infrastructure that will enable the Ricoh Group companies to promptly respond to and address the diversifying needs of its customers.
As a result of the Great East Japan Earthquake on March 11, 2011, Ricoh suffered damages to its operations in the affected areas. For additional information on the effect of the Great East Japan Earthquake, see Item 5.A. Fiscal Year 2011 Compared to Fiscal Year 2010 Geographic Segments by Geographic Origin Japan.
(2) The Americas
In the Americas, economic conditions remained unpredictable despite the fact that individual consumption and capital investments showed signs of recovery.
During fiscal year 2009, Ricoh acquired the U.S.-based IKON and its subsidiaries, who supply and service a wide range of office equipment to customers, including large private corporations as well as U.S. government and public sector entities/organizations. Ricoh is increasing its efforts to switch non-Ricoh products sold by IKON to its customers (prior to Ricohs acquisition) to Ricoh products and integrating IKON as part of its supply chain.
(3) Europe
Although the economy showed signs of recovery during fiscal year 2011 partially due to the increase in European exports to other regions as a result of the depreciation of the Euro, the overall economic condition in Europe remained uncertain. This was due in part to the widening intra-regional economic disparities resulting from the financial crisis and high unemployment rates in some countries. In addition, the sharp depreciation of the Euro relative to other foreign currencies contributed to such uncertain economic conditions.
During fiscal year 2009, Ricoh integrated the European business operations of IKON into Ricoh Europe PLCs operations. The purpose of this integration was to optimize the operational structure in each country in this geographic region to respond promptly to new customer demands and to enhance the effectiveness of its business by eliminating duplicative functions.
(4) Other
The Other geographic area includes China, South East Asia and Oceania. Demand for Ricoh products in the emerging markets, including China and India, increased in fiscal year 2011. In response to this increase in demand, Ricoh strengthened its sales force in these markets. Despite the appreciation of the Japanese Yen, sales increased in the Other geographic are in fiscal year 2011 compared to fiscal year 2010.
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COMPETITION
The office equipment industry in which Ricoh primarily competes remains highly competitive and Ricoh continues to encounter intense competition in its Imaging & Solutions segment. Furthermore, competition in each of the product categories in the Imaging & Solutions segment is expected to increase in the future as Ricohs competitors enhance and expand their product and service offerings. For example, in response to the trend in the office equipment market towards digital networking systems and the shift in customers demands towards color products, Ricohs competitors are introducing a range of color products and digital networking systems, thereby increasing the level of competition in these products. This increase in competition may result in price reductions and decreases in profitability as well as market share in these products. Ricoh seeks to prevail over the intense competition in the office equipment market by providing customers with equipment that optimizes the TCO of such equipment and enhancing office productivity and efficiency. However, Ricoh cannot provide assurance that it will be able to compete successfully against existing or future competitors. Moreover, Ricoh may face competition from some of its current customers and companies with which Ricoh has strategic business relationships.
The size and number of our competitors vary across our product categories, as do the resources allocated by our competitors to the markets Ricoh targets. Ricohs competitors may have greater financial, personnel and other resources than Ricoh has in a particular market or overall. These competitors may have greater resources available to them to respond quickly to new technologies and may be able to undertake more extensive marketing campaigns than Ricoh. Competitors may also adopt more aggressive pricing policies for their products and make more attractive offers to potential customers, employees and strategic partners. These competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with third parties to increase their ability to gain market share.
Despite the intense competition in the office equipment industry, Ricohs management believes that Ricoh will be able to maintain and enhance its position in the global market because of its experience, expertise and technical capabilities as a leading provider of office and production printing equipment, and dedication to meet customers needs.
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SEASONALITY
Sales in the Imaging & Solutions segment generally increase in March of each year, which is the end of the fiscal year for most Japanese companies. This is due to the increase in demand for these products as many Japanese companies and government entities try to expend their allotted capital expenditure budget for the fiscal year. However, the effect of this seasonality on a consolidated basis has customarily been minimal. For example, sales generated during the month of March due to this seasonality accounted for 13.8% of Ricohs sales in Japan for fiscal year 2010. However, the effect of this seasonality on a consolidated basis was minimal for fiscal year 2010, as only 5.0% of Ricohs total consolidated sales for fiscal year 2010 were generated from sales in Japan during the month of March. For fiscal year 2011, sales in Japan were affected by the Great East Japan Earthquake that occurred on March 11, 2011 and this seasonality had even less impact on sales in the Imaging & Solutions segment. More specifically, sales generated during the month of March due to this seasonality accounted for 11.7% of Ricohs sales in Japan for fiscal year 2011. The effect of this seasonality on a consolidated basis was minimal for fiscal year 2011, as only 5.4% of Ricohs total consolidated sales for fiscal year 2011 were generated from sales in Japan during the month of March.
SOURCES OF SUPPLY
Raw materials, parts and components used in the production of Ricohs products, such as plastics, rubber and chemicals are procured on a global basis. Prices of some raw materials that Ricoh uses fluctuate according to the market and prices of some parts and components that Ricoh uses fluctuate as well. Generally, Ricoh maintains multiple suppliers for the most significant categories of raw materials, parts and components to address such fluctuations. Because very few of the raw materials required by Ricoh in manufacturing its products can be procured in Japan, most of the raw materials used by Ricoh come from outside of Japan. Ricoh monitors the availability of raw materials on a regular basis to ensure that it will not encounter any shortages. Ricoh has not experienced any significant difficulty in obtaining the raw materials, parts and components necessary for it to manufacture its products and believes that it will be able to continue to obtain necessary raw materials, parts and components in sufficient quantities to meet its manufacturing needs in the future. A rise in crude oil prices may lead to an increase in the overall cost of procuring raw materials, parts and components. This is due to the fact that the cost of oil-based parts and components, the processing costs of raw materials and fuel costs of shipping and distributing such raw materials, parts and components may increase as a result of higher crude oil prices. However, Ricoh believes that it will be able to adequately manage the impact of any such price volatility in connection with the raw materials, parts and components that are required to manufacture its products.
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INTELLECTUAL PROPERTY
Ricoh holds a large number of patents and trademark rights. While Ricoh considers such intellectual property rights to be valuable assets and important for its operations, it believes that its business is not dependent to any material extent upon any single patent or trademark right, or any related group of rights it holds.
Ricoh also has many licenses and technical assistance agreements covering a wide variety of products. Such agreements grant Ricoh the right to use certain Japanese and foreign patents or the right to receive certain technical information. However, Ricoh is not materially dependent on any such single license or agreement.
In addition, Ricoh has granted licenses and technical assistance to various companies located in and outside of Japan. In certain instances, Ricoh has entered into cross-licensing agreements with other major international electronics and electrical equipment manufacturers. None of these agreements are likely to materially affect Ricohs business or profitability. See Item 5.C. Patents and Licenses.
GOVERNMENT REGULATIONS
Ricohs business activities are subject to various government regulations in the various countries in which it operates, including regulations relating to business and investment approvals, export regulations, tariffs, antitrust, intellectual property, consumer and business taxation, exchange controls and recycling requirements. Ricoh is also subject to environmental regulations in the jurisdictions in which it operates, particularly those jurisdictions in which it has manufacturing, research or similar operations. These regulations govern, among other things, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal, product recycling, and soil and ground-water contamination. These regulations are imposed by the environmental regulatory agencies in the jurisdictions in which Ricoh conducts its operations. For example, in the United States these agencies are the United States Environmental Protection Agency and the State environmental regulatory agencies in the jurisdictions in which Ricoh conducts operations.
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The products sold by Ricoh are increasingly subject to a variety of environmentally-related requirements in the markets in which it operates that restrict or prohibit the types of material that are used or present in the products, require manufacturers and distributors to take back and either dispose of or recycle products at the end of their useful life, and require or encourage increased energy efficiency. These product-related requirements are frequently accompanied by labeling requirements intended to inform customers about the presence or absence of certain materials in products, or provide information about the recyclability of the products. These requirements affect Ricohs global supply chain, since supplied components must meet the applicable requirements in order for Ricohs products to be in compliance. For example, environmental regulations which may affect Ricohs businesses in the European Union include (but are not limited to) the European Union Directive on Waste Electrical and Electronic Equipment (the WEEE Directive), the European Union Directive on the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (the RoHS Directive), the European Union Regulation on the Registration, Evaluation, Authorisation and Restriction of Chemicals (the REACH Regulation) and the European Union Directive on Energy-Using Products (the EuP Directive, also commonly known as Directive 2005/32/EC). Beginning in August 2005, the WEEE Directive, as enacted by individual European Union countries, made manufacturers or importers of electrical and electronic equipment in the European Union financially responsible for the collection, recycling, treatment, recovery and legitimate disposal of collected waste electrical and electronic equipment. The RoHS Directive prohibits the presence of more than specific concentrations of lead, mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB) or polybrominated diphenyl ethers (PBDE) in electrical and electronic equipment that is to be sold in the European Union market from July 2006. The REACH Regulation entered into force in June 2007 and, among other things, requires the registration of chemical substances manufactured or used in products that are sold in the European Union. This regulation covers almost all forms of chemicals, and also imposes some requirements on articles (as defined in the REACH Regulation) manufactured in or imported into the European Union. The EuP Directive sets forth a framework for establishing eco-design requirements for energy-using products by systematically integrating environmental aspects at early stages of the product design. One of the important goals of the EuP Directive is to improve the overall environmental performance of products throughout their life-cycle. A variety of similar product-related environmental requirements have been or are expected to be enacted in other regions where Ricoh operates, including in the United States (including requirements established by individual States) and Asia. The scope of these requirements, including the types of equipment and materials covered and the nature and severity of the restrictions or prohibitions imposed, may expand as legislatures and regulators in the markets in which Ricoh operates review and amend these requirements.
While Ricohs businesses may be affected by various government regulations, Ricoh currently operates, and expects to continue operating, its business without significant difficulty in complying with applicable government regulations.
C. Organizational Structure
As of March 31, 2011, the Ricoh group includes the Company, 227 subsidiaries and 7 affiliates located worldwide. In addition, from fiscal year 2011, Variable Interest Entities (VIE) have been consolidated. See Note [2] (u) and Note [4] to the Consolidated Financial Statements for additional information.
The Company is the parent of the Ricoh group. The Company heads the R&D activities of Ricoh products with assistance from its subsidiaries. The Company and its subsidiaries and affiliates maintain an integrated domestic and international manufacturing and distribution structure.
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The following is a list of the principal subsidiaries of the Company. None of the Companys 7 affiliates are considered material affiliates of Ricoh.
Company Name |
Country of |
Proportion of interest |
Main businesses | |||
(Subsidiaries) |
||||||
Ricoh Optical Industries Co., Ltd. |
Japan | 100.0 | Manufacturing optical equipment | |||
Hasama Ricoh, Inc. |
Japan | 100.0 | Manufacturing office equipment | |||
Tohoku Ricoh Co., Ltd. |
Japan | 100.0 | Manufacturing office equipment | |||
Ricoh Unitechno Co., Ltd. |
Japan | 100.0 | Manufacturing parts for office equipment | |||
Ricoh Printing Systems, Ltd. |
Japan | 100.0 | Manufacturing and sale of office equipment | |||
Ricoh Elemex Corporation |
Japan | 100.0 | Manufacturing and sales of office equipment and minuteness equipment | |||
Ricoh Microelectronics Co., Ltd. |
Japan | 100.0 | Manufacturing parts for office equipment | |||
Ricoh Keiki Co., Ltd. |
Japan | 100.0 | Manufacturing parts for office equipment | |||
Ricoh Japan Corporation |
Japan | 100.0 | Sale of office equipment | |||
Ricoh Technosystems Co., Ltd. |
Japan | 100.0 | Maintenance, service and sale of office equipment | |||
Ricoh IT Solutions Co., Ltd. |
Japan | 100.0 | Development and construction of network system | |||
Ricoh Logistics System Co., Ltd. |
Japan | 100.0 | Logistics services and custom clearances | |||
Ricoh Leasing Co., Ltd. |
Japan | 51.1 | General leasing | |||
Ricoh Electronics, Inc. |
U.S.A. | 100.0 | Manufacturing office equipment and related supplies | |||
Ricoh UK Products Ltd. |
U.K. | 100.0 | Manufacturing office equipment | |||
Ricoh Industrie France S.A.S. |
France | 100.0 | Manufacturing office equipment and related supplies | |||
Ricoh Asia Industry (Shenzhen) Ltd. |
China | 100.0 | Manufacturing office equipment and related supplies | |||
Shanghai Ricoh Digital Equipment Co., Ltd. |
China | 100.0 | Manufacturing and sale of office equipment | |||
Ricoh Manufacturing (Thailand) Ltd. |
Thailand | 100.0 | Manufacturing office equipment | |||
Ricoh Americas Corporation |
U.S.A. | 100.0 | Sale of office equipment | |||
Ricoh Canada Inc. |
Canada | 100.0 | Sale of office equipment | |||
IKON Office Solutions, Inc. |
U.S.A. | 100.0 | Sale of office equipment | |||
Ricoh Printing Systems America, Inc. |
U.S.A. | 100.0 | Manufacturing office equipment | |||
InfoPrint Solutions Company, LLC |
U.S.A. | 100.0 | Sale of office equipment | |||
Ricoh Europe Holdings PLC |
U.K. | 100.0 | Sale of office equipment | |||
Ricoh UK Ltd. |
U.K. | 100.0 | Sale of office equipment | |||
Ricoh Deutschland GmbH |
Germany | 100.0 | Sale of office equipment | |||
Ricoh France S.A.S |
France | 100.0 | Sale of office equipment | |||
Ricoh Italia Srl |
Italy | 100.0 | Sale of office equipment | |||
Ricoh Espana S.L.U. |
Spain | 100.0 | Sale of office equipment | |||
Ricoh Belgium N.V. |
Belgium | 100.0 | Sale of office equipment | |||
Ricoh Nederland B.V. |
Netherlands | 100.0 | Sale of office equipment |
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Company Name |
Country of |
Proportion of interest |
Main businesses | |||
Ricoh Europe SCM B.V. |
Netherlands | 100.0 | Sale of office equipment | |||
Ricoh Schweiz AG |
Switzerland | 100.0 | Sale of office equipment | |||
Ricoh Sverige AB. |
Sweden | 100.0 | Sale of office equipment | |||
Ricoh Finance Nederland B.V. |
Netherlands | 100.0 | Corporate finance | |||
Ricoh China Co., Ltd. |
China | 100.0 | Sale of office equipment | |||
Ricoh Hong Kong Ltd. |
Hong Kong, China | 100.0 | Sale of office equipment | |||
Ricoh Asia Industry Ltd. |
Hong Kong, China |
100.0 | Sale of office equipment | |||
Ricoh Asia Pacific Pte Ltd |
Singapore | 100.0 | Sale of office equipment | |||
Ricoh Asia Pacific Operations Ltd. |
Hong Kong, China |
100.0 | Sale of office equipment | |||
Ricoh (Thailand) Ltd. |
Thailand | 100.0 | Sale of office equipment | |||
Ricoh India Ltd. |
India | 73.6 | Sale of office equipment | |||
Ricoh Australia Pty, Ltd. |
Australia | 100.0 | Sale of office equipment | |||
Ricoh New Zealand Ltd. |
New Zealand | 100.0 | Sale of office equipment | |||
And 182 other subsidiaries |
||||||
(Affiliates) |
||||||
7 affiliates (none of which are material affiliates) |
Notes:
(1) | Proportion of ownership interest includes indirect ownership. |
(2) | Ricoh Leasing Co., Ltd. is the only subsidiary of the Company that is a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X. |
(3) | InfoPrint Solutions Company, LLC changed its name to Ricoh Production Print Solutions, LLC in April 2011 |
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D. Property, Plant and Equipment
Ricoh manufactures its products primarily in fifteen plants in Japan and six plants overseas. Ricoh owns all of the buildings and the land on which its plants are located, with the exception of certain leases of land and floor space of certain of its subsidiaries. None of these leased land and floor spaces have major encumbrances on them. None of Ricohs plants are subject to any material environmental issues that may affect the extent to which Ricoh is able to utilize such plants. The following table gives certain information as of March 31, 2011 regarding the Companys and its subsidiaries principal manufacturing and other facilities. With the exceptions of Shanghai Ricoh Digital Equipment Co., Ltd. and GR Advanced Materials Ltd., the manufacturing and other facilities listed below have floor space exceeding 10,000 square meters.
Name (Location) |
Floor space |
Principal activities and products manufactured | ||
(in thousands of square meters) |
||||
Japan: |
||||
Ricoh Company, Ltd. |
||||
Ohmori Plant (Tokyo) |
54 | Parts relating to copiers | ||
Atsugi Plant (Kanagawa) |
73 | Office equipment and other products | ||
Numazu Plant (Shizuoka) |
121 | Paper and toner | ||
Ikeda Plant (Osaka) |
27 | Electronic devices | ||
Fukui Plant (Fukui) |
34 | Papers and toner | ||
Gotenba Plant (Shizuoka) |
70 | Office equipment | ||
Yashiro Plant (Hyogo) |
34 | Electronic devices | ||
Ricoh Technology Center (Kanagawa) |
127 | R&D | ||
Head Office (Tokyo) |
21 | Head office and marketing of office equipment | ||
Research & Development Center (Kanagawa) |
17 | R&D | ||
System Center (Tokyo) |
10 | Information system center, marketing of office equipment and other business | ||
Ginza Office (Tokyo) |
11 | Marketing of office equipment and other business | ||
Shin-Yokohama office (Kanagawa) |
40 | Marketing of office equipment, other business and related services | ||
Katsuta office (Ibaraki) |
54 | R&D of production printing products | ||
Subsidiaries: |
||||
Ricoh Optical Industries Co., Ltd. (Iwate) |
23 | Photographic equipment | ||
Tohoku Ricoh Co., Ltd. (Miyagi) |
64 | Office equipment, toner and parts relating to copiers and duplicators | ||
Hasama Ricoh, Inc. (Miyagi) |
14 | Parts relating to copiers and data processing equipment | ||
Ricoh Unitechno Co., Ltd. (Saitama) |
19 | Office equipment | ||
Ricoh Elemex Corporation. (Aichi) |
45 | Office equipment and measuring equipment | ||
Ricoh Microelectronics Co., Ltd. (Tottori) |
12 | Printed circuit boards and electronic components | ||
Ricoh Keiki Co., Ltd. (Saga) |
10 | Printed circuit boards and parts relating to copiers | ||
Ricoh Printing Systems, Ltd. (Ibaraki) |
54 | Printers and production printing products |
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Name (Location) |
Floor space |
Principal activities and products manufactured | ||
(in thousands of square meters) |
||||
Overseas: |
||||
Ricoh Electronics, Inc. (Irvine, Santa Ana and Tustin, California and Lawrenceville, Georgia, U.S.A.) |
110 | Copiers, parts relating to copiers, toner and thermal paper | ||
Ricoh UK Products Ltd. (Telford, United Kingdom) |
36 | Copiers, parts relating to copiers and toner | ||
Ricoh Industries France S.A.S. (Colmar, France) |
49 | Copiers, parts relating to copiers and thermal paper | ||
Ricoh Asia Industry (Shenzhen) Ltd. (Shenzhen, China) |
42 | Copiers, parts relating to copiers, and toner | ||
Ricoh Components Asia (Shenzhen) Co., Ltd. (Shenzhen, China) |
35 | Printed circuit boards and electronic components | ||
Shanghai Ricoh Facsimile Co., Ltd (Shanghai, China) |
26 | Facsimile equipment | ||
Ricoh Thermal Media (Wuxi) Co., Ltd. (Shenzhen, China) |
24 | Direct thermal paper and thermal transfer ribbon | ||
Shanghai Ricoh Digital Equipment Co., Ltd. (Shanghai, China) |
6 | Copiers, facsimile equipment and parts relating to copiers | ||
Ricoh Manufacturing (Thailand) Ltd. (Rayong, Thailand) |
38 | Printers and parts relating to printers | ||
GR Advanced Materials Ltd. (Scotland, United Kingdom) |
7 | Supplies relating to duplicators |
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As discussed earlier in this Item 4, Ricoh completed during fiscal year 2011 the construction of a new building to expand the Ricoh Technology Center located in Kanagawa, Japan, which was established in 2005 as Ricohs main development center. This expansion of the Ricoh Technology Center was financed with internally generated funds.
Ricoh considers its manufacturing facilities to be well maintained and believes its plant capacity is adequate for its current needs, though successive investments in manufacturing facilities are being considered for its long-term success.
Item 4A. Unresolved Staff Comments
Not applicable.
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Item 5. Operating and Financial Review and Prospects
OVERVIEW
Ricoh is engaged primarily in the development, manufacturing, sales and servicing of office automation equipment, such as PPCs/MFPs, laser printers, GELJET printers, production printing products and facsimile machines, as well as semiconductor devices, digital cameras and thermal media. Ricoh supports its office automation equipment business by offering customers various solution systems that work with personal computers and servers, network systems, application software and related product support and after-sales services to assist customers in fully utilizing the Ricoh products that they purchase. Ricohs product support services include assisting customers in setting up their information technology environment or network. Ricoh also offers various supplies and peripheral products to be used with its products and systems.
Ricoh distributes its products and competes in the following four geographic areas: (1) Japan, (2) the Americas, (3) Europe and (4) Other, which includes China, Southeast Asia and Oceania. For additional information on Ricohs business, see Item 4.B. Information on the Company Business Overview.
Because of the global nature of Ricohs operations, Ricohs results of operations and financial conditions are affected both by economic and political developments in Japan and the rest of the world, as well as by demand and competition in its lines of business. Furthermore, competition in the businesses Ricoh operates has increased significantly and is likely to continue increasing in the future. Significant trends in the office equipment market during the past several years consist of the movement towards digital networking systems from stand-alone models and the shift in customers demands toward color products from monochrome products. In addition, more recently, the needs of customers are changing such that customers are increasingly less willing to pay for hardware and software they must manage and optimize themselves. Rather, they seek solutions that enable them to pay only for what they actually use, which may change quickly based on changes in customers companies and the markets they serve. Based on Ricohs experience, customers also appear to be looking to outsource non-core business functions to third-party partners who are willing to invest, collaborate and work with them. In light of these recent trends, Ricoh is focusing on expanding its MDS business on a global basis.
Historically, Ricohs revenues have been derived mainly from the manufacturing and sale of equipment (such as copiers and printers). In recent years, the key factor to achieve revenue growth has been the expansion of available product lines and areas of services to address the increase in customer demand for digitization, color printing, high volume printing, which became possible upon the introduction of printers with high-speed printing capabilities, and document management solutions. Although the global economy has not yet fully recovered from its recent downturn, Ricoh remains focused on achieving sustained growth to remain competitive. To achieve such growth, Ricoh has striven to broaden its revenue and earnings base by expanding available product lines and areas of service, and increasing the total copying or printing volume of its customers (which Ricoh refers to as Building Total Document Volume) and the amount of revenue per copy or printed page. More specifically, Ricohs strategies continue to include (1) introducing new color products at prices comparable to those of monochrome models to replace monochrome products, (2) expanding sales of high-speed models and (3) deploying printing solutions so that customers can optimize the total output costs of their copiers and printers. In addition, in light of more recent trends, Ricohs strategy now also includes expanding its new services businesses, and strengthening its global MDS business and IT service business. To support such strategies, Ricoh continues to place a high priority on creating products that add value for customers in new ways (e.g., faster print speeds, easier network connectivity, enhanced user-friendliness and improved security features). To this end, to enhance its technological strengths Ricoh made targeted R&D investments to create new products and deliver new services that provide added value for its customers during fiscal year 2011.
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In addition, in order to increase sales of its products, Ricoh has been expanding its sales infrastructure in the Imaging & Solutions segment during the last few fiscal years primarily through various acquisitions, including the acquisition of the European sales and service companies of Danka Business Systems PLC and the acquisition of the U.S.-based IKON and its subsidiaries, who supply and service a wide range of office equipment in the U.S., Canada and the Western European markets.
To further strengthen its printing and copying business, Ricoh and IBM formed a joint venture company, InfoPrint Solutions Company, to enter into the production printing business in fiscal year 2008, which joint venture company is now a wholly-owned subsidiary of Ricoh. InfoPrint Solutions has contributed to expanding Ricohs production printing business, and Ricoh expects that this company will further strengthen its capabilities in output solutions, including large volume production printing products.
Furthermore, Ricoh continues to steadily increase its operational efficiency through cost-cutting measures across its business units, which includes the reduction of production costs and the streamlining of its business structure, as well as supply chain management. As part of its strict cost management policy, Ricoh continues to analyze the cost structure of its products at the design phase for the purpose of minimizing production costs.
While the global economy showed some signs of moderate recovery during fiscal year 2011, difficult economic conditions persisted. Economies in the U.S. and Europe showed signs of recovery; however, the debt crisis in Europe and the political instability in the Middle East and North Africa caused uncertainties to remain in the global market. In addition, in light of such uncertainties, crude oil prices increased. Despite such economic environment, Asian countries, mainly China, maintained a high level of economic growth and was a driving force of the global economy. While the Japanese economy showed some signs of a modest recovery during fiscal year 2011, due in part to the economic stimulus measures implemented by the government and an increase in exports to emerging countries, the appreciation of the Japanese Yen, the increase in deflation and the damage brought on by the Great East Japan Earthquake in March 2011, resulted in the Japanese economy facing challenging conditions for fiscal year 2011. The Great East Japan Earthquake caused damage to Ricohs premises and facilities engaged in production, sales, maintenance services, and research and development and other activities at various locations in the Tohoku and Kitakanto regions. On top of these damages, the disruption of the transportation infrastructure as well as the shortage of supply of fuel and materials impacted Ricohs shipment of products. While Ricohs financial results for fiscal year 2011 were affected by the earthquake, it did not have a material impact on its consolidated financial results. Ricoh currently estimates that the financial impact of the earthquake in fiscal year 2012 will be approximately ¥10.0 billion, including estimated lost profits due to lost business opportunities; however, such amount is not expected to have any material impact on Ricohs consolidated results, financial position or cash flows for fiscal year 2012.
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Ricohs consolidated net sales for fiscal year 2011 decreased by 3.7% to ¥1,942.0 billion, from ¥2,016.3 billion for fiscal year 2010, due primarily to the decrease in net sales in its Imaging & Solutions operating segment and the Other operating segment. This decrease was due mainly to the slow economic recovery after the global economic downturn and the increase in global competition, which had the effect of decreasing customer demand for Ricoh products. The decrease in net sales was also attributable to the depreciation of the U.S. Dollar and the Euro against the Japanese Yen. Net sales would have increased by 1.9% excluding the effects of foreign currency exchange fluctuations. While cost of sales decreased by 3.5% for fiscal year 2011, such percentage decrease was less than the percentage decrease of net sales because Ricoh lowered the sales price for certain products to stimulate sales in the sluggish and competitive market, and Ricoh was not able to fully absorb certain fixed costs as a result of the decrease in production volume. As a result, gross profit decreased by 3.9% for fiscal year 2011 as compared to fiscal year 2010. In terms of selling, general and administrative expenses, the group-wide cost reduction efforts in Ricohs manufacturing and sales operations resulted in a 3.5% decrease in such expenses as compared to fiscal year 2010. As a result, Ricohs operating income for fiscal year 2011 decreased by 8.8%, with operating income as a percentage of net sales decreasing from 3.3% to 3.1% as compared to fiscal year 2010.
KEY PERFORMANCE INDICATORS
The following table shows changes for the last three fiscal years in the key performance indicators that Ricohs management uses in assessing its performance. Ricohs management considers these indicators to be important in monitoring and evaluating its performance to meet the expectation of its shareholders.
For the year ended March 31, | ||||||||||||
2009 | 2010 | 2011 | ||||||||||
Net sales (in billions of Yen) |
2,091.6 | 2,016.3 | 1,942.0 | |||||||||
Operating income to net sales ratio(1) |
3.6 | % | 3.3 | % | 3.1 | % | ||||||
Return on assets(2) |
0.3 | % | 1.1 | % | 0.8 | % | ||||||
Inventory turnover within months(3) |
1.86 | 1.70 | 1.78 | |||||||||
Interest-bearing debt (in billions of Yen) |
779.1 | 684.4 | 630.4 |
Notes:
(1) | Operating income to net sales ratio = Operating income divided by net sales. |
(2) | Return on assets = Net income divided by average total assets for the fiscal year. |
(3) | Inventory turnover within months = Inventory divided by average monthly cost of sales. |
In fiscal year 2011, Ricohs consolidated net sales decreased by 3.7% to ¥1,942.0 billion, from ¥2,016.3 billion for fiscal year 2010, due primarily to the decrease in net sales in the Imaging & Solutions operating segment and the Other operating segment. Operating income to net sales ratio decreased by 0.2 percentage points to 3.1% from 3.3% for fiscal year 2010 due primarily to the decrease in operating income resulting from the decrease in net sales. Return on assets decreased by 0.3 percentage points to 0.8% from 1.1% for fiscal year 2010 due mainly to a decrease in net income. Inventory turnover within months increased by 0.08 points, which increase was due primarily to the Great East Japan Earthquake. Interest-bearing debt decreased by ¥54.0 billion as Ricoh repaid some of its outstanding interest-bearing debt by using the additional cash generated from operations as a result of various cost cutting efforts and applying additional cash and cash equivalents on hand.
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CRITICAL ACCOUNTING POLICIES
The consolidated financial statements of Ricoh are prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, Ricoh evaluates its estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of these evaluations form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different scenarios.
Ricoh considers an accounting policy to be critical if it is important to its financial condition and results, and requires significant judgments and estimates on the part of management in its application. Ricoh believes that the following represent the critical accounting policies of the Company. For a summary of the significant accounting policies, including the critical accounting policies discussed below, see Note [2] to the Consolidated Financial Statements.
Revenue Recognition
Ricoh believes that revenue recognition is critical for its financial statements because consolidated net income is directly affected by the timing of revenue recognition.
Ricoh generates revenue principally through the sale of equipment, supplies and related services under separate contractual arrangements for each. Generally, Ricoh recognizes revenue when (1) it has a firm contract, (2) the product has been shipped to and accepted by the customer or the service has been provided, (3) the sales price is fixed or determinable and (4) amounts are reasonably assured of collection.
Most equipment sales require that Ricoh install the product. As such, revenue is recognized at the time of delivery and installation at the customer location. Equipment revenues are based on established prices by product type and model and are net of discounts. A sales return is accepted only when the equipment is defective and does not meet Ricohs product performance specifications. Other than installation, there are no customer acceptance clauses in Ricohs sales contracts.
Service revenues result primarily from maintenance contracts that are normally entered into at the time the equipment is sold. Standard service fee prices are established depending on equipment classification and include a cost value for the estimated services to be performed based on historical experience plus a profit margin thereon. As a matter of policy, Ricoh does not discount such prices. On a monthly basis, maintenance service revenues are earned and recognized by Ricoh and billed to the customer in accordance with the contract and include a fixed monthly fee plus a variable amount based on usage. The length of the contract ranges up to five years; however, most contracts can be cancelled at any time by the customer upon a short notice period.
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Ricoh enters into contractual arrangements with multiple elements, which may include any combination of products, equipment, installation and maintenance. Ricoh allocates revenue to each element based on its relative fair value if such element meets the criteria for treatment as a separate unit of accounting. The delivered item in a multiple element arrangement should be considered a separate unit of accounting if all of the following criteria are met: (1) a delivered item has value to customers on a stand-alone basis, (2) there is objective and reliable evidence of fair value of an undelivered item and (3) the delivery of the undelivered item must be probable and controlled by Ricoh if the arrangement includes the right of return. The price charged when the element is sold separately generally determines fair value. Otherwise, revenue is deferred until the undelivered elements are fulfilled as a single unit of accounting.
Allowance for Doubtful Receivables
Ricoh performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customers current creditworthiness, as determined by Ricohs review of the customers credit information. Ricoh continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that Ricoh has identified. While such credit losses have historically been within Ricohs expectations and the provisions established, Ricoh cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. Changes in the underlying financial condition of our customers could result in a material impact on Ricohs consolidated results of operation and financial position.
The following table illustrates Ricohs allowance for doubtful receivables for finance receivables for fiscal years 2009, 2010 and 2011.
Description |
2009 | 2010 | 2011 | |||||||||
(Millions of Yen) | ||||||||||||
Finance receivables |
672,405 | 653,959 | 666,752 | |||||||||
Allowance for Finance receivables |
(11,526 | ) | (11,919 | ) | (12,299 | ) | ||||||
Allowance ratio |
1.7 | % | 1.8 | % | 1.8 | % |
There was no significant change in the allowance ratio in fiscal year 2011 as compared to fiscal year 2010. The increase in allowance resulting from the Great East Japan Earthquake was fully offset by the decrease in allowance due to the lower credit loss rates.
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The following table illustrates Ricohs allowance for doubtful receivables for trade receivables by geographic location for fiscal years 2009, 2010 and 2011.
Description |
Japan | Americas | Europe | Other | Total | |||||||||||||||
(Millions of Yen) | ||||||||||||||||||||
For the year ended March 31, 2009: |
||||||||||||||||||||
Trade receivables |
243,470 | 115,068 | 127,713 | 20,049 | 506,300 | |||||||||||||||
Allowance for doubtful receivables |
(7,094 | ) | (7,088 | ) | (6,521 | ) | (830 | ) | (21,533 | ) | ||||||||||
Allowance ratio |
2.9 | % | 6.2 | % | 5.1 | % | 4.1 | % | 4.3 | % | ||||||||||
For the year ended March 31, 2010: |
||||||||||||||||||||
Trade receivables |
251,375 | 84,292 | 131,011 | 21,688 | 488,366 | |||||||||||||||
Allowance for doubtful receivables |
(6,194 | ) | (3,979 | ) | (6,032 | ) | (691 | ) | (16,896 | ) | ||||||||||
Allowance ratio |
2.5 | % | 4.7 | % | 4.6 | % | 3.2 | % | 3.5 | % | ||||||||||
For the year ended March 31, 2011: |
||||||||||||||||||||
Trade receivables |
240,847 | 78,536 | 123,703 | 22,620 | 465,706 | |||||||||||||||
Allowance for doubtful receivables |
(7,927 | ) | (2,043 | ) | (5,977 | ) | (613 | ) | (16,560 | ) | ||||||||||
Allowance ratio |
3.3 | % | 2.6 | % | 4.8 | % | 2.7 | % | 3.6 | % |
In fiscal year 2010, allowance ratio decreased in all geographic segments as compared to fiscal year 2009, especially in the Americas, due to the recovery of financial market conditions since the 2008 financial crisis.
In fiscal year 2011, allowance ratio increased in Japan as compared to fiscal year 2010 due to the Great East Japan Earthquake. The allowance ratio in the Americas decreased due to further recovery of financial market conditions since the 2008 crisis.
Pension Accounting
The amounts recognized in the consolidated financial statements relating to employees severance payments and pension plans are determined on an actuarial basis utilizing certain assumptions in the calculation of such amounts. The assumptions used in determining net periodic costs and liabilities for employees severance payments and pension plans include expected long-term rate of return on plan assets, discount rate, rate of increase in compensation levels, average remaining years of service and other factors. Among these assumptions, the expected long-term rate of return on plan assets and the discount rate are two critical assumptions. Assumptions are evaluated at least annually, and events may occur or circumstances may change that may have a significant effect on the critical assumptions. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods, thereby reducing the year-to-year volatility in pension expenses. As of March 31, 2011, Ricoh recognized and reflected in its consolidated balance sheets the funded status of its pension plans (equal to the difference between the fair value of plan assets and the projected benefit obligations) in the total amount of ¥140.9 billion.
For fiscal years 2009, 2010 and 2011, Ricoh used expected long-term rates of return on pension plan assets of 3.5%, 3.2% and 2.9%, respectively. In determining the expected long-term rate of return on pension plan assets, Ricoh considers the current and projected asset allocations, as well as expected long-term investment returns and risks for each category of the plan assets based on Ricohs analysis of historical results. The projected allocation of the plan assets is developed in consideration of the expected long-term investment returns for each category of the plan assets. To moderate the level of volatility in pension plan asset returns and to reduce risks, approximately 35%, 35%, 20% and 10% of the plan assets are projected to be allocated to equity securities, debt securities, life insurance company general accounts and other financial instruments, respectively. As of March 31, 2011, the actual allocation of assets was generally consistent with the projected allocation stated above. The actual returns for fiscal years 2009, 2010 and 2011 were approximately 15.7% (loss), 15.5% (gain) and 2.2% (gain), respectively. The actual returns on pension plan assets may vary in future periods, depending on market conditions. The market-related value of plan assets is measured using fair values on the plan measurement date.
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With respect to the discount rate used in the annual actuarial valuation of the pension benefit obligations, the other critical assumption, Ricohs weighted average discount rates for fiscal years 2009, 2010 and 2011 were 3.6%, 3.7% and 3.4%, respectively. In determining the appropriate discount rate, Ricoh considers available information about the current yield on high-quality fixed-income investments that are currently available and are expected to be available during the period corresponding to the expected duration of the pension benefit obligations.
The following table illustrates the sensitivity to changes in the discount rate and the expected return on pension plan assets, while holding all other assumptions constant, for Ricohs pension plans as of March 31, 2011.
Change in Assumption |
Change in Pension Benefit Obligations |
Change in Pre-Tax Pension Expenses | ||
(Billions of Yen) | ||||
50 basis point increase / decrease in discount rate |
/+ ¥24.4 | /+ ¥1.5 | ||
50 basis point increase / decrease in expected return on assets |
| /+ ¥1.5 |
Purchase Accounting
Ricoh accounts for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of the acquisition at their respective estimated fair values. The judgments made in determining the estimated fair value assigned to each class of assets acquired, as well as the estimated life of each asset, can materially impact the net income of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. In determining the estimated fair value for intangible assets, Ricoh typically utilizes the income approach, which discounts the projected future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Intangible assets determined to have an indefinite useful life are reassessed periodically based on the factors prescribed in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320 including, but not limited to, the expected use of the asset by us, legal or contractual provisions that may affect the useful life or renewal or extension of the assets contractual life without substantial cost, and the effects of demand, competition and other economic factors.
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Impairment of Long-Lived Assets and Goodwill
As of March 31, 2011, the aggregate of Ricohs long-lived assets and goodwill was ¥616.4 billion, which accounted for 27.2% of Ricohs total consolidated assets. Ricoh believes that impairment of long-lived assets and goodwill are critical to Ricohs financial statements because the recoverability of the amounts, or lack thereof, could significantly affect its results of operations.
Ricoh reviews the carrying value of its goodwill for impairment annually at December 31, and when a triggering event occurs between annual impairment tests. This review is based upon Ricohs projections of anticipated future discounted cashflows used to determine the estimated fair values of the reporting units for which goodwill is assigned. Ricoh reviews long-lived assets with a definite life for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset or asset group to the expected future undiscounted net cashflows of the asset or asset group. If an asset or asset group is considered to be impaired, the impairment charge to be recognized is measured as the amount by which the carrying amount of the asset or asset group exceeds fair value. Long-lived assets meeting the criteria to be considered as held for sale are reported at the lower of their carrying amount or fair value less costs to sell.
While Ricoh believes that its estimates of future cashflows are reasonable, different assumptions regarding such cashflows could materially affect Ricohs evaluations.
Ricoh completed its annual impairment assessment of indefinite-lived intangible assets and goodwill for fiscal years 2009, 2010 and 2011 and determined that no impairment charge was necessary. Management also considered the Great East Japan Earthquake and its effect, and concluded that no long-lived asset or goodwill impairment had occurred as of March 31, 2011. The fair values of each of Ricohs reporting units significantly exceeded their respective carrying amounts.
Impairment of Securities
Individual securities classified as available-for-sale securities are reduced to their fair market value by a charge to income for declines in value that are not temporary. Factors considered in assessing whether an impairment other than a temporary impairment exists include: (1) the financial condition and near term prospects of the issuer and (2) the intent and ability of Ricoh to retain such investment for a period of time sufficient to allow for any anticipated recovery in market value. Ricoh believes that impairment of securities is critical for its financial statements because it holds significant amounts of securities, the recoverability of which or lack thereof, could significantly affect its results of operations. Ricoh recognized asset impairment charges for its securities in the amounts of ¥26.8 billion, ¥0.1 billion and ¥1.8 billion for fiscal years 2009, 2010 and 2011, respectively.
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Realizability of Deferred Tax Assets
Ricoh records a valuation allowance to reduce its deferred tax assets to an amount that is more likely than not to be recoverable. Ricoh considers future market conditions, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which Ricoh operates, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event Ricoh were to determine that Ricoh would not be able to recover any portion of Ricohs net deferred tax assets in the future, the unrecoverable portion of the deferred tax assets would be charged to earnings during the period in which such determination is made. Likewise, if Ricoh were to later determine that it is more likely than not that the net deferred tax assets would be recoverable, the previously recorded valuation allowance would be reversed. In order to recover its deferred tax assets, Ricoh must be able to generate sufficient taxable income in the tax jurisdictions in which the deferred tax assets are located. The amount of valuation allowance for deferred tax assets increased by ¥7.3 billion to ¥36.2 billion as of March 31, 2011 from ¥28.9 billion as of March 31, 2010. This increase is primarily due to tax benefits from operating loss carry forwards at certain consolidated subsidiaries that Ricoh believes are unlikely to be realized.
New Accounting Guidance Not Yet Adopted
In October 2009, the FASB issued ASU 2009-13. This ASU eliminates the residual method of revenue recognition and allows the use of managements best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence (VSOE) or third-party evidence (TPE) is unavailable. This ASU is effective for fiscal years beginning on or after June 15, 2010 and early adoption is permitted. This ASU will be adopted by Ricoh in the first quarter beginning April 1, 2011. Ricoh is currently evaluating the effect that adoption of this ASU will have on its consolidated results of operations and financial condition.
In October 2009, the FASB issued ASU 2009-14. This ASU amends the scope of pre-existing software revenue guidance by removing from the guidance non-software components of tangible products and certain software components of tangible products. It is effective for fiscal years beginning on or after June 15, 2010 and early adoption is permitted. This ASU will be adopted by Ricoh in the first quarter beginning April 1, 2011. Ricoh is currently evaluating the effect that adoption of this ASU will have on its consolidated results of operations and financial condition.
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A. Operating Results
The following table sets forth selected consolidated financial data, including data expressed as a percentage of total consolidated net sales for the periods indicated, and the change in each consolidated financial line item between the indicated fiscal years:
Millions of Yen (except percentages) | Thousands of U.S. Dollars |
% Change | ||||||||||||||||||||||||||||||||||
2009 | 2010 | 2011 | 2011(1) | 2010 | 2011 | |||||||||||||||||||||||||||||||
Net sales |
||||||||||||||||||||||||||||||||||||
Products |
¥ | 1,027,694 | ¥ | 964,564 | ¥ | 934,263 | $ | 11,256,181 | (6.1 | ) | (3.1 | ) | ||||||||||||||||||||||||
Post sales and rentals |
955,490 | 952,676 | 903,096 | 10,880,675 | (0.3 | ) | (5.2 | ) | ||||||||||||||||||||||||||||
Other revenue |
108,512 | 99,097 | 104,654 | 1,260,891 | (8.7 | ) | 5.6 | |||||||||||||||||||||||||||||
Total |
2,091,696 | 100.0 | % | 2,016,337 | 100.0 | % | 1,942,013 | 100.0 | % | 23,397,747 | (3.6 | ) | (3.7 | ) | ||||||||||||||||||||||
Cost of sales |
||||||||||||||||||||||||||||||||||||
Products |
710,892 | 681,986 | 646,194 | 7,785,470 | (4.1 | ) | (5.2 | ) | ||||||||||||||||||||||||||||
Post sales and rentals |
440,510 | 433,781 | 428,301 | 5,160,253 | (1.5 | ) | (1.3 | ) | ||||||||||||||||||||||||||||
Other revenue |
85,908 | 78,227 | 77,444 | 933,060 | (8.9 | ) | (1.0 | ) | ||||||||||||||||||||||||||||
Total |
1,237,310 | 59.2 | % | 1,193,994 | 59.2 | % | 1,151,939 | 59.3 | % | 13,878,783 | (3.5 | ) | (3.5 | ) | ||||||||||||||||||||||
Gross profit |
854,386 | 40.8 | % | 822,343 | 40.8 | % | 790,074 | 40.7 | % | 9,518,964 | (3.8 | ) | (3.9 | ) | ||||||||||||||||||||||
Selling, general and administrative expenses |
779,850 | 37.2 | % | 756,346 | 37.5 | % | 729,878 | 37.6 | % | 8,793,711 | (3.0 | ) | (3.5 | ) | ||||||||||||||||||||||
Operating income |
74,536 | 3.6 | % | 65,997 | 3.3 | % | 60,196 | 3.1 | % | 725,253 | (11.5 | ) | (8.8 | ) | ||||||||||||||||||||||
Other (income) expenses: |
||||||||||||||||||||||||||||||||||||
Interest and dividend income |
(5,227 | ) | (3,472 | ) | (2,986 | ) | (35,976 | ) | ||||||||||||||||||||||||||||
Interest expense |
5,863 | 8,144 | 8,498 | 102,385 | ||||||||||||||||||||||||||||||||
Foreign currency exchange loss, net |
15,575 | 4,756 | 6,950 | 83,735 | ||||||||||||||||||||||||||||||||
Loss on impairment of securities |
26,837 | 169 | 1,844 | 22,217 | ||||||||||||||||||||||||||||||||
Other, net |
549 | (1,124 | ) | 490 | 5,904 | |||||||||||||||||||||||||||||||
Total |
43,597 | 2.0 | % | 8,473 | 0.4 | % | 14,796 | 0.8 | % | 178,265 | (80.6 | ) | 74.6 | |||||||||||||||||||||||
Income before income taxes and equity in earnings of affiliates |
30,939 | 1.5 | % | 57,524 | 2.9 | % | 45,400 | 2.3 | % | 546,988 | 85.9 | (21.1 | ) | |||||||||||||||||||||||
Provision for income taxes |
22,158 | 1.1 | % | 27,678 | 1.4 | % | 22,621 | 1.2 | % | 272,542 | 24.9 | (18.3 | ) | |||||||||||||||||||||||
Equity in earnings of affiliates |
71 | 6 | (22 | ) | (265 | ) | ||||||||||||||||||||||||||||||
Consolidated net income |
8,852 | 0.4 | % | 29,852 | 1.5 | % | 22,757 | 1.2 | % | 274,181 | 237.2 | (23.8 | ) | |||||||||||||||||||||||
Net income attributable to noncontrolling interests |
2,322 | 0.1 | % | 1,979 | 0.1 | % | 3,107 | 0.2 | % | 37,434 | (14.8 | ) | 57.0 | |||||||||||||||||||||||
Net income attributable to Ricoh Company, Ltd. |
6,530 | 0.3 | % | 27,873 | 1.4 | % | 19,650 | 1.0 | % | 236,747 | 326.8 | (29.5 | ) | |||||||||||||||||||||||
YEN | Change | |||||||||||||||||||||||||||||||||||
Reference: Exchange Rates* |
2009 | 2010 | 2011 | 2010 | 2011 | |||||||||||||||||||||||||||||||
US$ 1 |
¥100.55 | ¥92.91 | ¥85.77 | ¥(7.64) | ¥(7.14) | |||||||||||||||||||||||||||||||
EURO 1 |
¥143.74 | ¥131.21 | ¥113.28 | ¥(12.53) | ¥(17.93) |
* | These rates are the annual average exchange rate calculated by Ricoh using the daily average TTM rates published by The Bank of Tokyo-Mitsubishi UFJ, Ltd. These rates are used when consolidating the financial results of Ricohs overseas subsidiaries with those of the Company. |
Note:
(1) | The above consolidated financial data set forth under the heading Thousands of U.S. Dollars 2011, which have been translated from Japanese Yen to U.S. Dollar for the fiscal year ended March 31, 2011, are included solely for the convenience of readers outside of Japan and have been calculated using the exchange rate of ¥83 to US$1, the approximate rate of exchange prevailing at the Federal Reserve Board on March 31, 2011. |
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SALES BY PRODUCT
Millions of Yen (except for percentages) | Thousands of U.S. Dollars |
% Change | ||||||||||||||||||||||||||||||||||
2009 | 2010 | 2011 | 2011(1) | 2010 | 2011 | |||||||||||||||||||||||||||||||
Imaging & Solutions |
||||||||||||||||||||||||||||||||||||
Imaging Solutions |
¥ | 1,598,614 | 76.4 | % | ¥ | 1,516,172 | 75.2 | % | ¥ | 1,429,824 | 73.6 | % | $ | 17,226,795 | (5.2 | ) | (5.7 | ) | ||||||||||||||||||
Network System Solutions |
234,484 | 11.2 | 274,071 | 13.6 | 283,483 | 14.6 | 3,415,458 | 16.9 | 3.4 | |||||||||||||||||||||||||||
Industrial Products |
115,550 | 5.5 | 101,692 | 5.0 | 106,830 | 5.5 | 1,287,108 | (12.0 | ) | 5.1 | ||||||||||||||||||||||||||
Other |
143,048 | 6.9 | 124,402 | 6.2 | 121,876 | 6.3 | 1,468,386 | (13.0 | ) | (2.0 | ) | |||||||||||||||||||||||||
Total |
¥ | 2,091,696 | 100.0 | % | ¥ | 2,016,337 | 100.0 | % | ¥ | 1,942,013 | 100.0 | % | $ | 23,397,747 | (3.6 | ) | (3.7 | ) | ||||||||||||||||||
Notes:
(1) | The above consolidated financial data set forth under the heading Thousands of U.S. Dollars 2011, which have been translated from Japanese Yen to U.S. Dollar for the fiscal year ended March 31, 2011, are included solely for the convenience of readers outside of Japan and have been calculated using the exchange rate of ¥83 to US$1, the approximate rate of exchange prevailing at the Federal Reserve Board on March 31, 2011. |
(2) | The above consolidated financial data set forth net sales to external customers by product. |
Fiscal Year 2011 Compared to Fiscal Year 2010
Net sales. Consolidated net sales for fiscal year 2011 decreased by 3.7% (or ¥74.3 billion) to ¥1,942.0 billion from ¥2,016.3 billion for fiscal year 2010. For fiscal year 2011, Ricoh recorded a decrease in net sales in the Imaging & Solutions operating segment and the Other operating segment. This decrease was due primarily to decreased demand for Ricoh products in light of the slow economic recovery after the global economic downturn and the increase in global competition. In addition, sales in Japan were adversely affected by the Great East Japan Earthquake because sales normally peak in March in Japan.
The net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen also adversely affected Ricohs consolidated net sales in fiscal year 2011 as compared to fiscal year 2010. Had the foreign currency exchange rates remained the same as in fiscal year 2010, Ricohs consolidated net sales would have increased by 1.9%.
More specifically, the 3.7% decrease was due primarily to the 3.1% decrease in sale of products and the 5.2% decrease in sale of post sales and rentals, which completely offset the 5.6% increase in sales of other revenue.
Products. The 3.1% decrease in net sales derived from products was due primarily to the decrease in net sales of PPCs/MFPs and laser printers resulting primarily from the decrease in capital spending by customers in a slowly recovering economic environment, and the appreciation of the Japanese Yen. In light of such situation, Ricoh lowered the sales price of certain products to stimulate sales in the sluggish and competitive market, which also decreased in net sales. Despite such economic environment, Ricoh continued to introduce new product models with advanced features during fiscal year 2011 and recorded an increase in the number of color MFP units sold as such products were favorably received by customers who wished to expand their office digital color networking capacity and enhance the security features of their office equipment.
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Post sales and rentals. Net sales derived from post sale services and rentals of equipment decreased 5.2% as compared to the previous fiscal year due primarily to a decrease in sales of post sale services, such as maintenance services, as well as a decrease in sales of supplies for PPCs/MFPs, laser printers and GELJET printers. The decrease in sales of post sale services and supplies was also due in part to the price decrease that Ricoh implemented for its maintenance services to remain competitive. Sales of post sales services also decreased because of customers tendencies to reduce capital investments in office equipment. In light of the prevailing economic conditions, customers also made efforts to decrease their printing costs by reducing the volume of color printing, which decreased Ricohs sales of value-added supplies for color products and post sale services. While sales in the network solutions business, such as support services that assist customers establish networked and secured environments in connection with Ricohs imaging solutions products, solution software, MDS and IT services (which are IKONs strengths) contributed to the sale of post sales and rentals, the contribution made by such sales in the network solutions business was not sufficient to fully absorb the decrease in sales of post sale services and supplies.
Other revenue. Net sales derived from other sources (such as financings and logistics) increased 5.6% as compared to the previous fiscal year due mainly to increased net sales from financing services and logistics. Net sales from financing services increased due primarily to Ricoh Leasing Co., Ltd. in Japan recording an increase in leasing volume during fiscal year 2011. The increase in financing services activities in the overseas market also contributed to the increase in other revenue.
Cost of sales and Gross profit. Consolidated cost of sales for fiscal year 2011 decreased by 3.5% (or ¥42.0 billion) to ¥1,151.9 billion from ¥1,193.9 billion for fiscal year 2010. This decrease was due primarily to the decrease in sales of products as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen.
Consolidated gross profit for fiscal year 2011 decreased by 3.9% (or ¥32.2 billion) to ¥790.0 billion from ¥822.3 billion for fiscal year 2010. This decrease in gross profit primarily reflects the decrease in net sales in Ricohs two operating segments as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen.
Products. Cost of sales derived from products decreased by 5.2% due primarily to the decrease in sales of products as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. In light of ongoing cost reductions and increased sales of value-added high-margin products, gross profit ratio of products improved from 29.3% to 30.8%.
Post sales and rentals. Cost of sales derived from post sale services and rentals of equipment decreased by 1.3% due primarily to the decrease in sales from post sale services, such as maintenance services, as well as the decrease in sales of supplies for PPCs/MFPs, laser printers and GELJET printers. Due primarily to the decrease in sales price for post sales and rentals that Ricoh had to implement to remain competitive, gross profit ratio of post sales and rentals decreased from 54.5% to 52.6%.
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Other revenue. Cost of sales derived from other sources (such as financings and logistics) decreased by 1.0% despite the increase in net sales. This decrease was mainly due to the decrease in financing costs in light of interest rates being low in Japan. As a result, gross profit ratio of other revenue improved from 21.1% to 26.0%.
Selling, general and administrative expenses. Consolidated selling, general and administrative expenses for fiscal year 2011 decreased by 3.5% (or ¥26.4 billion) to ¥729.8 billion from ¥756.3 billion for fiscal year 2010. This decrease was due primarily to group-wide cost reduction efforts in the manufacturing and sales operations as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen.
Operating income. Consolidated operating income for fiscal year 2011 decreased by 8.8% (or ¥5.8 billion) to ¥60.1 billion from ¥65.9 billion for fiscal year 2010. Operating income as a percentage of net sales decreased by 0.2 percentage points from 3.3% for fiscal year 2010 to 3.1% for fiscal year 2011. This decrease in operating income compared to fiscal year 2010 was due primarily to the decrease in gross profit resulting from the decrease in net sales, which was partially offset by the decrease in selling, general and administrative expenses, as group-wide cost reduction efforts in the manufacturing and sales operations contributed to a decrease in such expenses.
Interest and dividend income. Consolidated interest and dividend income for fiscal year 2011 decreased by ¥0.4 billion to ¥2.9 billion from ¥3.4 billion for fiscal year 2010. This decrease in interest and dividend income was attributable to lower interest rates reflecting the adverse financial market conditions on a global basis.
Interest expense. Consolidated interest expense for fiscal year 2011 increased by ¥0.3 billion to ¥8.4 billion from ¥8.1 billion for fiscal year 2010. This increase in interest expense reflected the increase in the average outstanding amount of bonds of the Company in fiscal year 2011, which lower interest rates could not fully offset.
Foreign currency exchange loss, net. Consolidated foreign currency exchange loss, net included in other (income) expenses for fiscal year 2011 increased by ¥2.1 billion to ¥6.9 billion from ¥4.7 billion for fiscal year 2010. This increase was primarily due to the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. For additional information on Ricohs foreign exchange hedging activities, see Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Loss on impairment of securities. Consolidated loss on impairment of securities for fiscal year 2011 increased by ¥1.6 billion to ¥1.8 billion from ¥0.1 billion for fiscal year 2010. This increase was attributable to a certain non-listed companies whose financial status deteriorated significantly in fiscal year 2011.
Other, net. Consolidated other, net included in other (income) expenses changed to a expense of ¥0.4 billion for fiscal year 2011 from an income of ¥1.1 billion for fiscal year 2010.
Provision for income taxes. Total consolidated provision for income taxes for fiscal year 2011 decreased by ¥5.0 billion to ¥22.6 billion from ¥27.6 billion for fiscal year 2010. The effective tax rate was 49.8% for fiscal year 2011 compared to 48.1% for fiscal year 2010. This increase in the effective tax rate was due primarily to an increase in the deferred tax asset valuation allowance for tax benefits from operating loss carry forwards at certain consolidated subsidiaries that Ricoh believes are unlikely to be realized. See Note [8] to the Consolidated Financial Statements for additional information.
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Equity in earnings (losses) of affiliates. Consolidated equity in earnings (losses) of affiliates for fiscal year 2011 decreased by ¥28 million to loss of ¥22 million from income of ¥6 million for fiscal year 2010. See Note [6] to the Consolidated Financial Statements for additional information.
Net income attributable to noncontrolling interests. Consolidated net income attributable to noncontrolling interests for fiscal year 2011 increased by ¥1.1 billion to ¥3.1 billion from ¥1.9 billion for fiscal year 2010. This increase was due primarily to the improved performance of Ricoh Leasing Co., Ltd. for fiscal year 2011.
Net income attributable to Ricoh Company, Ltd. Consolidated net income attributable to the Company for fiscal year 2011 decreased by ¥8.2 billion to ¥19.6 billion from ¥27.8 billion for fiscal year 2010. This decrease was due primarily to a decrease in operating income of ¥5.8 billion and an increase in other expenses of ¥6.3 billion, which were partially offset by a decrease in the provision for income taxes of ¥5.0 billion.
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Operating Segments
Millions of Yen (except for percentages) | Thousands of U.S. Dollars |
% Change | ||||||||||||||||||||||
2010 | 2011 | 2011(1) | ||||||||||||||||||||||
Imaging & Solutions |
||||||||||||||||||||||||
Net sales |
¥ | 1,790,243 | 100.0 | % | ¥ | 1,713,307 | 100.0 | % | $ | 20,642,253 | (4.3 | ) | ||||||||||||
Operating expenses |
1,649,820 | 92.2 | % | 1,578,896 | 92.2 | % | 19,022,843 | (4.3 | ) | |||||||||||||||
Operating income |
¥ | 140,423 | 7.8 | % | ¥ | 134,411 | 7.8 | % | $ | 1,619,410 | (4.3 | ) | ||||||||||||
Industrial Products |
||||||||||||||||||||||||
Net sales |
¥ | 106,128 | 100.0 | % | ¥ | 112,243 | 100.0 | % | $ | 1,352,325 | 5.8 | |||||||||||||
Operating expenses |
107,483 | 101.3 | 111,237 | 99.1 | % | 1,340,205 | 3.5 | |||||||||||||||||
Operating income (loss) |
¥ | (1,355 | ) | (1.3 | )% | ¥ | 1,006 | 0.9 | % | $ | 12,120 | | ||||||||||||
Other |
||||||||||||||||||||||||
Net sales |
¥ | 124,402 | 100.0 | % | ¥ | 121,876 | 100.0 | % | $ | 1,468,386 | (2.0 | ) | ||||||||||||
Operating expenses |
127,849 | 102.8 | 126,787 | 104.0 | 1,527,555 | (0.8 | ) | |||||||||||||||||
Operating income (loss) |
¥ | (3,447 | ) | (2.8 | )% | ¥ | (4,911 | ) | (4.0 | )% | $ | (59,169 | ) | | ||||||||||
Corporate and Elimination |
||||||||||||||||||||||||
Net sales |
¥ | (4,436 | ) | ¥ | (5,413 | ) | $ | (65,217 | ) | |||||||||||||||
Operating expenses |
65,188 | 64,897 | 781,891 | |||||||||||||||||||||
Operating income (loss) |
¥ | (69,624 | ) | ¥ | (70,310 | ) | $ | (847,108 | ) | |||||||||||||||
Consolidated |
||||||||||||||||||||||||
Net sales |
¥ | 2,016,337 | 100.0 | % | ¥ | 1,942,013 | 100.0 | % | $ | 23,397,747 | (3.7 | ) | ||||||||||||
Operating expenses |
1,950,340 | 96.7 | 1,881,817 | 96.9 | 22,672,494 | (3.5 | ) | |||||||||||||||||
Operating income |
¥ | 65,997 | 3.3 | % | ¥ | 60,196 | 3.1 | % | $ | 725,253 | (8.8 | ) |
Notes:
(1) | The above consolidated financial data set forth under the heading Thousands of U.S. Dollars 2011, which have been translated from Japanese Yen to U.S. Dollar for the fiscal year ended March 31, 2011, are included solely for the convenience of readers outside of Japan and have been calculated using the exchange rate of ¥83 to US$1, the approximate rate of exchange prevailing at the Federal Reserve Board on March 31, 2011. |
(2) | The above consolidated financial data, which set forth net sales, operating expenses and operating income (loss) for each operating segment, include both transactions with external customers as well as intersegment transactions. Notwithstanding the foregoing, all net sales recorded in the Imaging & Solutions operating segment and the Other operating segment reflect sales to external customers only, as none of the products in the Imaging & Solutions operating segment or the Other operating segment were sold to other Ricoh group companies that conduct businesses in the other operating segments. Accordingly, the consolidated net sales figure for the Imaging & Solutions operating segment set forth in the above table is the aggregate of the sales figures for the Imaging Solutions product category and the Network System Solutions product category set forth in the SALES BY PRODUCT table included under Item 5.A. Operating Results. |
Consolidated net sales of Ricoh for fiscal year 2011 decreased by 3.7% (or ¥74.3 billion) to ¥1,942.0 billion from ¥2,016.3 billion for fiscal year 2010.
This 3.7% percent decrease was due primarily to the 4.3% decrease in sales in the Imaging and Solutions segment, which accounted for 88.2% of consolidated net sales. The 4.3% decrease in sales in the Imaging and Solutions segment was in turn due primarily to the 5.7% decrease in sales in the Imaging Solutions product category, which accounted for 73.6% of consolidated net sales. The 5.7% decrease in sales in the Imaging Solutions product category was partially offset by the 3.4% increase in net sales in the Network System Solutions product category.
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Imaging & Solutions
Net sales in the Imaging & Solutions segment for fiscal year 2011 decreased by 4.3% (or ¥76.9 billion) to ¥1,713.3 billion from ¥1,790.2 billion for fiscal year 2010. This decrease was due primarily to lower sales generated in the Imaging Solutions product category.
More specifically, sales in the Imaging Solutions product category for fiscal year 2011 decreased by 5.7% (or ¥86.3 billion) to ¥1,429.8 billion from ¥1,516.1 billion for fiscal year 2010. This decrease was due primarily to the decrease in net sales of PPCs/MFPs and laser printers, and the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. The decrease in net sales of PPCs/MFPs and laser printers was due primarily to the decrease in customer demand for Ricoh products in a slowly recovering economic environment as well as customers tendencies to decrease printing costs by reducing the volume of color printing, which decreased sales of value-added supplies for color products. In addition, Ricohs decision to lower sales prices of certain products to stimulate sales in the sluggish and competitive market also contributed to the decrease in net sales.
Sales in the Network System Solutions product category for fiscal year 2011 increased by 3.4% (or ¥9.4 billion) to ¥283.4 billion from ¥274.0 billion for fiscal year 2010. Sales in the solutions business, such as support services that assist customers establish networked environments using Ricohs imaging solutions products and software solutions to optimize total printing costs, continued to increase in the overseas markets in fiscal year 2011. Sales in the solutions business increased because customers sought products that streamlined the process of document scanning, indexing and distribution by integrating hardware and software. In addition, with the assistance from IKON, Ricoh increased sales in its MDS business in the U.S., Europe and Japan in fiscal year 2011.
Excluding the net effect of the foreign currency exchange rate fluctuations, sales in the Imaging & Solutions segment would have increased by 1.8% (or ¥32.7 billion) for fiscal year 2011 as compared to fiscal year 2010.
For fiscal year 2011, the cost of sales in the Imaging & Solutions segment decreased due primarily to the decrease in net sales, group-wide cost reduction efforts in manufacturing and the net effect of the appreciation of the Japanese Yen relative to the U.S. Dollar and the Euro. However lower pricing which resulted from high competition affected to decrease in gross profit. Due primarily to group-wide cost reduction efforts in sales operations as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen, selling, general and administrative expenses decreased. As a result, operating expenses in the Imaging & Solutions segment for fiscal year 2011 decreased by 4.3% (or ¥70.9 billion) to ¥1,578.8 billion from ¥1,649.8 billion for fiscal year 2010.
As a result of the above, operating income for the Imaging & Solutions operating segment for fiscal year 2011 decreased by 4.3% (or ¥6.0 billion) to ¥134.4 billion from ¥140.4 billion for fiscal year 2010, however, the operating income ratio remained unchanged at 7.8%.
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Industrial Products
Net sales in the Industrial Products segment for fiscal year 2011 increased by 5.8% (or ¥6.1 billion) to ¥112.2 billion from ¥106.1 billion for fiscal year 2010. This increase was due primarily to the increase in sales of optical equipment and electronic components. In optical equipment, sales of lens used in projection systems increased. In electronic components, Ricoh experienced an increase in net sales because the domestic market for systems controller units showed signs of recovery in fiscal year 2011.
Operating expenses in this segment for fiscal year 2011 increased by 3.5% (or ¥3.7 billion) to ¥111.2 billion from ¥107.4 billion for fiscal year 2010. This increase was due primarily to the increase in cost of sales resulting from the increase in net sales. In addition, the cost of sales ratio of optical equipments and electronic components to net sales improved as a result of the group-wide cost reduction efforts. In addition, sales of electronic component products with higher gross profit ratios increased, which contributed to the overall increase in gross profit. Due to group-wide cost reduction efforts in sales operations as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen, selling, general and administrative expenses decreased.
As a result of the above, operating income (loss) for the Industrial Products segment for fiscal year 2011 was ¥1.0 billion (of income) from ¥1.3 billion (of loss) for fiscal year 2010.
Other
Net sales in the Other segment for fiscal year 2011 decreased by 2.0% (or ¥2.5 billion) to ¥121.8 billion from ¥124.4 billion for fiscal year 2010. This decrease was due primarily to the decrease in net sales of digital cameras in the overseas market as customer demand for Ricohs new digital camera products was weak. Net sales from the financing business conducted by Ricoh Leasing Co., Ltd. in Japan increased as leasing volume increased during fiscal year 2011 reflecting the fact that the Japanese economy experienced a moderate recovery. Net sales from logistics also increased due to an increase in services provided to dealers of PPCs/MFPs. Such net sales increases derived from the finance and logistics businesses, however, did not completely offset the decrease in net sales of digital cameras.
Operating expenses in this segment for fiscal year 2011 decreased by 0.8% (or ¥1. 0 billion) to ¥126.7 billion from ¥127.8 billion for fiscal year 2010. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in net sales. However, the increase in gross profit was offset by the increase in selling, general and administrative expenses due primarily to advertisement expenses used to promote the new digital cameras introduced in fiscal year 2011.
As a result of the above, operating loss for the Other segment for fiscal year 2011 increased by ¥1.4 billion to ¥4.9 billion as compared to ¥3.4 billion for fiscal year 2010.
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Geographic Segments by Geographic Origin
Millions of Yen (except for percentages) | Thousands of U.S. Dollars |
% Change | ||||||||||||||||||||||
2010 | 2011 | 2011(1) | ||||||||||||||||||||||
Japan |
||||||||||||||||||||||||
Net sales |
¥ | 1,273,437 | 100.0 | % | ¥ | 1,286,323 | 100.0 | % | $ | 15,497,867 | 1.0 | |||||||||||||
Operating expenses |
1,240,361 | 97.4 | 1,256,422 | 97.7 | 15,137,614 | 1.3 | ||||||||||||||||||
Operating income |
¥ | 33,076 | 2.6 | % | ¥ | 29,901 | 2.3 | % | $ | 360,253 | (9.6 | ) | ||||||||||||
The Americas |
||||||||||||||||||||||||
Net sales |
¥ | 560,021 | 100.0 | % | ¥ | 524,889 | 100.0 | % | $ | 6,323,964 | (6.3 | ) | ||||||||||||
Operating expenses |
571,884 | 102.1 | 528,553 | 100.7 | 6,368,109 | (7.6 | ) | |||||||||||||||||
Operating income (loss) |
¥ | (11,863 | ) | (2.1 | )% | ¥ | (3,664 | ) | (0.7 | )% | $ | (44,145 | ) | | ||||||||||
Europe |
||||||||||||||||||||||||
Net sales |
¥ | 463,013 | 100.0 | % | ¥ | 419,672 | 100.0 | % | $ | 5,056,289 | (9.4 | ) | ||||||||||||
Operating expenses |
432,822 | 93.5 | 391,909 | 93.4 | 4,721,795 | (9.5 | ) | |||||||||||||||||
Operating income |
¥ | 30,191 | 6.5 | % | ¥ | 27,763 | 6.6 | % | $ | 334,494 | (8.0 | ) | ||||||||||||
Other |
||||||||||||||||||||||||
Net sales |
¥ | 245,987 | 100.0 | % | ¥ | 273,406 | 100.0 | % | $ | 3,294,048 | 11.1 | |||||||||||||
Operating expenses |
231,646 | 94.2 | 261,005 | 95.5 | 3,144,638 | 12.7 | ||||||||||||||||||
Operating income |
¥ | 14,341 | 5.8 | % | ¥ | 12,401 | 4.5 | % | $ | 149,410 | (13.5 | ) | ||||||||||||
Corporate and Elimination |
||||||||||||||||||||||||
Net sales |
¥ | (526,121 | ) | ¥ | (562,277 | ) | $ | (6,774,422 | ) | |||||||||||||||
Operating expenses |
(526,373 | ) | (556,072 | ) | (6,699,663 | ) | ||||||||||||||||||
Operating income (loss) |
¥ | 252 | ¥ | (6,205 | ) | $ | (74,759 | ) | ||||||||||||||||
Consolidated |
||||||||||||||||||||||||
Net sales |
¥ | 2,016,337 | 100.0 | % | ¥ | 1,942,013 | 100.0 | % | $ | 23,397,747 | (3.7 | ) | ||||||||||||
Operating expenses |
1,950,340 | 96.7 | 1,881,817 | 96.9 | 22,672,494 | (3.5 | ) | |||||||||||||||||
Operating income |
¥ | 65,997 | 3.3 | % | ¥ | 60,196 | 3.1 | % | $ | 725,253 | (8.8 | ) |
Notes:
(1) | The above consolidated financial data set forth under the heading Thousands of U.S. Dollars 2011, which have been translated from Japanese Yen to U.S. Dollar for the fiscal year ended March 31, 2011, are included solely for the convenience of readers outside of Japan and have been calculated using the exchange rate of ¥83 to US$1, the approximate rate of exchange prevailing at the Federal Reserve Board on March 31, 2011. |
(2) | The above consolidated financial data, which set forth net sales, operating expenses and operating income (loss) for each geographic segment by geographic origin, include both transactions with external customers as well as intersegment transactions. |
Japan
Sales in Japan for fiscal year 2011 increased by 1.0% (or ¥12.8 billion) to ¥1,286.3 billion from ¥1,273.4 billion for fiscal year 2010. This increase was due primarily to the increase in exports from Japan as a result of increased demand in the overseas markets. Increased sales of semiconductor devices as well as optical equipment also contributed to the increase in sales in Japan. Such increases in sales were partially offset by the decrease in net sales of PPCs/MFPs and laser printers, which was due primarily to (1) the decrease in customer demand for such Ricoh products in light of the slowly recovering economic environment and (2) customers tendencies to decrease printing costs by reducing the volume of color printing, which decreased sales of value-added supplies for color products. Furthermore, Ricoh lowered the sales price of certain products to stimulate sales in the sluggish and competitive market, which also contributed to the decrease in net sales.
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Operating expenses in Japan for fiscal year 2011 increased by 1.3% (or ¥16.0 billion) to ¥ 1,256.4 billion from ¥1,240.3 billion for fiscal year 2010. This increase was due primarily to the increase in cost of sales resulting from the increase in net sales. Selling, general and administrative expenses decreased due primarily to ongoing operating expenditures as a result of Ricohs group-wide cost reduction efforts. Due primarily to the appreciation of the Japanese Yen against the U.S. Dollar and the Euro, operating income ratio decreased from 2.6% to 2.3%.
In addition, as a result of the Great East Japan Earthquake on March 11, 2011, Ricoh suffered damages to its equipment, manufacturing, sales, services and R&D sites in the affected areas. Although Ricoh established a taskforce for emergency disaster control shortly after the earthquake took place and worked hard to achieve full recovery, the sales and shipments of products were delayed widely in Japan due to the disruption to the transportation infrastructure as well as the shortage of supply of fuel. The effect of the earthquake on Ricohs financial results for fiscal year 2011 is estimated to be approximately ¥9.4 billion of operating losses consisting of the following: (1) estimated lost profits due to lost business opportunities amounting to ¥4.4 billion, (2) bad debt expense for trade receivables and finance receivables amounting to ¥3.4 billion, (3) losses due to write-downs of inventories and property, plant and equipment amounting to ¥1.2 billion and (4) other amounting to ¥0.4 billion.
As a result of the above, operating income in Japan for fiscal year 2011 decreased by 9.6% (or ¥3.1 billion) to ¥29.9 billion from ¥33.0 billion for fiscal year 2010.
The Americas
Net sales in the Americas for fiscal year 2011 decreased by 6.3% (or ¥35.1 billion) to ¥524.8 billion from ¥560.0 billion for fiscal year 2010. Although net sales in the Americas increased due primarily to the improved sales structure and expanded sales channel Ricoh gained through its acquisition of IKON, overall sales in the Americas segment decreased due to the appreciation of the Japanese Yen against the U.S. Dollar.
Operating expenses in the Americas for fiscal year 2011 decreased by 7.6% (or ¥43.3 billion) to ¥528.5 billion from ¥571.8 billion for fiscal year 2010. This decrease in operating expenses was due primarily to synergies derived from IKONs successful efforts in getting customers to switch to Ricoh products from other manufacturers products.
As a result of the above, operating loss for fiscal year 2011 decreased by ¥8.1 billion to ¥3.6 billion from ¥11.8 billion for fiscal year 2010.
Europe
Sales in Europe for fiscal year 2011 decreased by 9.4% (or ¥43.3 billion) to ¥419.6 billion from ¥463.0 billion for fiscal year 2010. This decrease in sales was due primarily to the appreciation of the Japanese Yen against the Euro.
Operating expenses in Europe for fiscal year 2011 decreased by 9.5% (or ¥40.9 billion) to ¥391.9 billion from ¥432.8 billion for fiscal year 2010. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in net sales. In addition, selling, general and administrative expenses decreased at a higher percentage of decrease than the decrease in net sales due mainly to the decrease in ongoing operating expenditures as a result of Ricohs group-wide cost reduction efforts.
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As a result of the above, operating income for fiscal year 2011 decreased by 8.0% (or ¥2.4 billion) to ¥27.7 billion from ¥30.1 billion for fiscal year 2010; however, the operating income ratio improved by 0.1 percentage points from 6.5% to 6.6%.
Other
Net sales in the Other geographic segment, which includes China, Southeast Asia and Oceania, increased for fiscal year 2011 by 11.1% (or ¥27.4 billion) to ¥273.4 billion from ¥245.9 billion for fiscal year 2010. This increase was due primarily to the increase in sales in the emerging markets, including China and India. Ricoh strengthened its sales force mainly in such emerging markets to respond to increased customer demand. Consequently, despite the appreciation of the Japanese Yen, sales in the Other geographic segment increased.
Operating expenses in the Other geographic segment for fiscal year 2011 increased by 12.7% (or ¥29.3 billion) to ¥261.0 billion from ¥231.6 billion for fiscal year 2010. This increase was due primarily to the increase in cost of sales resulting from the increase in sales. Selling, general and administrative expenses also increased due mainly to prior investment for future growth and the appreciation of the Japanese Yen.
As a result of the above, operating income for fiscal year 2011 decreased by 13.5% (or ¥1.9 billion) to ¥12.4 billion from ¥14.3 billion for fiscal year 2010.
Fiscal Year 2010 Compared to Fiscal Year 2009
Net sales. Consolidated net sales of Ricoh for fiscal year 2010 decreased by 3.6% (or ¥75.3 billion) to ¥2,016.3 billion from ¥2,091.6 billion for fiscal year 2009. For fiscal year 2010, Ricoh recorded a decrease in net sales in all of its operating segments. This decrease was due primarily to the decrease in customer demand for Ricoh products resulting from the global economic downturn stemming from the global financial crisis and the debt crisis in Dubai and Greece.
More specifically, the 3.6% decrease was due primarily to the 6.1% decrease in sale of products, the 0.3% decrease in sale of post sales and rentals, and the 8.7% decrease in sales of other revenue.
The net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen also adversely affected Ricohs consolidated net sales in fiscal year 2010 as compared to fiscal year 2009 in Japanese Yen. Had the foreign currency exchange rates remained the same as in fiscal year 2009, Ricohs consolidated net sales would have increased by 1.1%.
In addition, while net sales generated by IKON contributed to net sales during fiscal year 2010, since fiscal year 2010 was the first fiscal year in which IKONs results were consolidated into Ricohs financials for a full fiscal period, the contribution made by IKON was not sufficient to fully offset the decrease in Ricohs net sales. Had IKONs contribution to net sales been reflected for the same period as in fiscal year 2009 (which was for the period of five months from November to March), Ricohs consolidated net sales would have decreased by 10.4%.
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Products. The 6.1% decrease in net sales derived from products was due primarily to the decrease in net sales of PPCs/MFPs and laser printers resulting primarily from the decrease in capital spending by customers in light of the global economic downturn which started with the global financial crisis and has been prolonged by the debt crisis in Dubai and Greece, and the appreciation of the Japanese Yen. In light of such situation, Ricoh lowered the sales price of certain products to stimulate sales in the sluggish and competitive market, which also contributed to the decrease in net sales. Despite such economic environment, Ricoh continued to introduce new product models with advanced features during fiscal year 2010 and Ricoh recorded an increase in the number of color MFP units sold as such products were favorably received by customers who wished to expand their office digital color networking capacity and enhance the security features of their office equipment. While net sales generated by products sold by IKON contributed to net sales during fiscal year 2010, since fiscal year 2010 was the first fiscal year in which IKONs results were consolidated into Ricohs financials for a full fiscal period, the contribution made by IKON was not sufficient to fully offset the decrease in Ricohs net sales of PPCs/MFPs and laser printers. Had IKONs contribution to net sales in products been reflected for the same period as in fiscal year 2009 (which was for the period of five months from November to March), Ricohs consolidated net sales of products would have decreased by 15.2%.
Post sales and rentals. Net sales derived from post sale services and rentals of equipment decreased 0.3% as compared to the previous fiscal year due primarily to a decrease in sales of post sale services, such as maintenance services, as well as a decrease in sales of supplies for PPCs/MFPs, laser printers and GELJET printers. This decrease in sales of post sale services and supplies was due primarily to the decrease in net sales of PPCs/MFPs and laser printers. Customers tendencies to reduce capital investments in office equipment and decrease printing costs by reducing the volume of color printing, which decreased sales of value-added supplies for color products, also decreased net sales of post sale services and supplies. While sales in the network solutions business, such as support services that assist customers establish networked and secured environments in connection with Ricohs imaging solutions products, solution software and IKONs document outsourcing services (such as on-site printing services), contributed to the sales of post sales and rentals, the contribution made by such sales in the network solutions business was not sufficient to fully absorb the decrease in sales of post sale services and supplies. Had IKONs contribution to net sales in post sales and rentals been reflected for the same period as in fiscal year 2009 (which was for the period of five months from November to March), Ricohs consolidated net sales of post sales and rentals would have decreased by 5.3%.
Other revenue. Net sales derived from other sources (such as financing and logistics) decreased 8.7% as compared to the previous fiscal year due mainly to decreased net sales from financing services. Net sales from financing services decreased as leasing volume decreased during fiscal year 2010 due mainly to the decline in corporate demand for capital investments as a result of the economic downturn in Japan.
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Cost of sales. Consolidated cost of sales for fiscal year 2010 decreased by 3.5% (or ¥43.3 billion) to ¥1,193.9 billion from ¥1,237.3 billion for fiscal year 2009. This decrease was due primarily to the decrease in sales of products as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen.
Products. Cost of sales derived from products decreased by 4.1% due primarily to the decrease in sales of products as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. In addition, the reduction of production volume due to the decreased demand resulted in Ricoh not being able to fully absorb certain fixed costs.
Post sales and rentals. Cost of sales derived from post sale services and rentals of equipment decreased by 1.5% due primarily to the decrease in sales from post sale services, such as maintenance services, as well as a decrease in sales of supplies for PPCs/MFPs, laser printers and GELJET printers.
Other revenue. Cost of sales derived from other sources (such as financing and logistics) decreased by 8.9% due mainly to decreased net sales from financing services, which decreased in line with the decrease in sales of products.
Gross profit. Consolidated gross profit for fiscal year 2010 decreased by 3.8% (or ¥32.0 billion) to ¥822.3 billion from ¥854.3 billion for fiscal year 2009. This decrease in gross profit primarily reflects the decrease in net sales in Ricohs operating segments as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen.
Selling, general and administrative expenses. Consolidated selling, general and administrative expenses for fiscal year 2010 decreased by 3.0% (or ¥23.5 billion) to ¥756.3 billion from ¥779.8 billion for fiscal year 2009. This decrease was primarily due to group-wide cost reduction efforts in R&D, manufacturing and sales operations (which decreased selling, general and administrative expenses by ¥54.0 billion as compared to fiscal year 2009) as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen (which decreased selling, general and administrative expenses by ¥32.1 billion as compared to fiscal year 2009). Such decreases fully offset the increase in expenses that resulted from reflecting a full fiscal year of expenses incurred by IKON for the first time (which increased selling, general and administrative expenses by ¥68.8 billion as compared to fiscal year 2009).
Operating income. Consolidated operating income for fiscal year 2010 decreased by 11.5% (or ¥8.5 billion) to ¥65.9 billion from ¥74.5 billion for fiscal year 2009. Operating income as a percentage of net sales decreased by 0.3 percentage points from 3.6% for fiscal year 2009 to 3.3% for fiscal year 2010. This decrease in operating income compared to fiscal year 2009 was due primarily to the decrease in gross profit resulting from the decrease in net sales, which was partially offset by the decrease in selling, general and administrative expenses, as group-wide cost reduction efforts in R&D, manufacturing and sales operations contributed to a decline in such expenses.
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Interest and dividend income. Consolidated interest and dividend income for fiscal year 2010 decreased by ¥1.7 billion to ¥3.4 billion from ¥5.2 billion for fiscal year 2009. This decrease in interest and dividend income was attributable to lower interest rates reflecting the adverse financial market conditions on a global basis.
Interest expense. Consolidated interest expense for fiscal year 2010 increased by ¥2.2 billion to ¥8.1 billion from ¥5.8 billion for fiscal year 2009. This increase in interest expense reflected the increase in the average outstanding amount of interest-bearing debt that Ricoh borrowed from third parties in fiscal year 2010.
Foreign currency exchange loss, net. Consolidated foreign currency exchange loss, net included in other (income) expenses for fiscal year 2010 decreased by ¥10.8 billion to ¥4.7 billion from ¥15.5 billion for fiscal year 2009. This decrease was primarily due to the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. For additional information on Ricohs foreign exchange hedging activities, see Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Loss on impairment of securities. Consolidated loss on impairment of securities for fiscal year 2010 decreased by ¥26.6 billion to ¥0.1 billion from ¥26.8 billion for fiscal year 2009. This decrease in loss on impairment of securities was attributable to the lower volatility in the stock markets as compared to fiscal year 2009.
Other, net. Consolidated other, net included in other (income) expenses changed to an income of ¥1.1 billion for fiscal year 2010 from a loss of ¥0.5 billion for fiscal year 2009.
Provision for income taxes. Total consolidated provision for income taxes for fiscal year 2010 increased by ¥5.5 billion to ¥27.6 billion from ¥22.1 billion for fiscal year 2009. The effective tax rate was 48.1% for fiscal year 2010 compared to 71.6% for fiscal year 2009. The effective tax rate was higher than the Japanese statutory tax rate of approximately 40% due primarily to the fact that a recognition of valuation allowance for deferred tax assets resulted from uncertainty about certain consolidated subsidiaries ability to earn taxable income in future fiscal years. The effective tax rate of 48.1% in fiscal year 2010 was approximately 24 percentage points lower than the effective tax rate of 71.6% in fiscal year 2009. This decrease in the effective tax rate was due mainly to the decrease in tax benefit not recognized on operating losses of certain consolidated subsidiaries. See Note [8] to the Consolidated Financial Statements for additional information.
Equity in earnings of affiliates. Consolidated equity in earnings of affiliates for fiscal year 2010 decreased by ¥65 million to ¥6 million from ¥71 million for fiscal year 2009. See Note [6] to the Consolidated Financial Statements for additional information.
Net income attributable to noncontrolling interests. Consolidated net income attributable to noncontrolling interests for fiscal year 2010 decreased by ¥0.3 billion to ¥1.9 billion from ¥2.3 billion for fiscal year 2009. This decrease was due primarily to the lower performance of Ricoh Leasing Co., Ltd. for fiscal year 2010.
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Operating Segments
Millions of Yen (except for percentages) | % Change | |||||||||||||||||||
2009 | 2010 | |||||||||||||||||||
Imaging & Solutions |
||||||||||||||||||||
Net sales |
¥ | 1,833,098 | 100.0 | % | ¥ | 1,790,243 | 100.0 | % | (2.3 | ) | ||||||||||
Operating expenses |
1,687,732 | 92.1 | % | 1,649,820 | 92.2 | % | (2.2 | ) | ||||||||||||
Operating income |
¥ | 145,366 | 7.9 | % | ¥ | 140,423 | 7.8 | % | (3.4 | ) | ||||||||||
Industrial Products |
||||||||||||||||||||
Net sales |
¥ | 119,671 | 100.0 | % | ¥ | 106,128 | 100.0 | % | (11.3 | ) | ||||||||||
Operating expenses |
124,597 | 104.1 | 107,483 | 101.3 | (13.7 | ) | ||||||||||||||
Operating income (loss) |
¥ | (4,926 | ) | (4.1 | )% | ¥ | (1,355 | ) | (1.3 | )% | | |||||||||
Other |
||||||||||||||||||||
Net sales |
¥ | 143,048 | 100.0 | % | ¥ | 124,402 | 100.0 | % | (13.0 | ) | ||||||||||
Operating expenses |
142,690 | 99.7 | 127,849 | 102.8 | (10.4 | ) | ||||||||||||||
Operating income |
¥ | 358 | 0.3 | % | ¥ | (3,447 | ) | (2.8 | )% | | ||||||||||
Corporate and Elimination |
||||||||||||||||||||
Net sales |
¥ | (4,121 | ) | ¥ | (4,436 | ) | ||||||||||||||
Operating expenses |
62,141 | 65,188 | ||||||||||||||||||
Operating income (loss) |
¥ | (66,262 | ) | ¥ | (69,624 | ) | ||||||||||||||
Consolidated |
||||||||||||||||||||
Net sales |
¥ | 2,091,696 | 100.0 | % | ¥ | 2,016,337 | 100.0 | % | (3.6 | ) | ||||||||||
Operating expenses |
2,017,160 | 96.4 | 1,950,340 | 96.7 | (3.3 | ) | ||||||||||||||
Operating income |
¥ | 74,536 | 3.6 | % | ¥ | 65,997 | 3.3 | % | (11.5 | ) |
Notes:
The above consolidated financial data, which set forth net sales, operating expenses and operating income (loss) for each operating segment, include both transactions with external customers as well as intersegment transactions. Notwithstanding the foregoing, all net sales recorded in the Imaging & Solutions operating segment and the Other operating segment reflect sales to external customers only, as none of the products in the Imaging & Solutions operating segment or the Other operating segment were sold to other Ricoh group companies that conduct businesses in the other operating segments. Accordingly, the consolidated net sales figure for the Imaging & Solutions operating segment set forth in the above table is the aggregate of the sales figures for the Imaging Solutions product category and the Network System Solutions product category set forth in the SALES BY PRODUCT table included under Item 5.A. Operating Results.
Consolidated net sales of Ricoh for fiscal year 2010 decreased by 3.6% (or ¥75.3 billion) to ¥2,016.3 billion from ¥2,091.6 billion for fiscal year 2009.
This 3.6% percent decrease was due primarily to the 2.3% decrease in sales in the Imaging and Solutions segment, which accounted for 88.8% of consolidated net sales. The 2.3% decrease in sales in the Imaging and Solutions segment was in turn due primarily to the 5.2% decrease in sales in the Imaging Solutions product category, which accounted for 75.2% of consolidated net sales. The 5.2% decrease in sales in the Imaging Solutions product category was partially offset by the 16.9% increase in net sales in the Network System Solutions product category.
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Imaging & Solutions
Net sales in the Imaging & Solutions segment for fiscal year 2010 decreased by 2.3% (or ¥42.8 billion) to ¥1,790.2 billion from ¥1,833.0 billion for fiscal year 2009. This decrease was due primarily to lower sales generated in the Imaging Solutions product category.
More specifically, sales in the Imaging Solutions product category for fiscal year 2010 decreased by 5.2% (or ¥82.4 billion) to ¥1,516.1 billion from ¥1,598.6 billion for fiscal year 2009. This decrease was due primarily to the decrease in net sales of PPCs/MFPs and laser printers, and the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. The decrease in net sales of PPCs/MFPs and laser printers was due primarily to the decrease in customer demand for Ricoh products resulting from the global economic downturn as well as customers decisions to decrease printing costs by reducing the volume of color printing, which decreased sales of value-added supplies for color products. While net sales generated by IKON, which became a consolidated subsidiary in fiscal year 2009 and whose financial figures were reflected for the full fiscal year for the first time in fiscal year 2010, contributed to overall net sales in the Imaging Solutions product category for fiscal year 2010, the contribution made by IKON to net sales was not sufficient to fully offset the decrease in net sales of PPCs/MFPs and laser printers resulting from the global economic downturn and the decrease in customer demand for PPCs/MFPs and laser printers. In addition, Ricoh lowered the sales price of certain products to stimulate sales in the sluggish and competitive market, which contributed to the decrease in net sales. Had IKONs contribution to net sales in the Imaging Solutions product category been reflected for the same period as in fiscal year 2009 (which was for the period of five months from November to March), net sales in this product category would have decreased by 11.9%.
Sales in the Network System Solutions product category for fiscal year 2010 increased by 16.9% (or ¥39.5 billion) to ¥274.0 billion from ¥234.4 billion for fiscal year 2009. Sales in the solutions business, such as support services that assist customers establish networked environments using Ricohs imaging solutions products and software solutions to optimize total printing costs, continued to increase in the overseas markets in fiscal year 2010. Sales in the solutions business increased because customers sought products that streamlined the process of document scanning, indexing and distribution by integrating hardware and software. In addition, net sales generated by IKON, which became a consolidated subsidiary in fiscal year 2009 and whose financial figures were reflected for the full fiscal year for the first time in fiscal year 2010, contributed to the increase in sales in this product category. Had IKONs contribution to net sales in the Network System Solutions product category been reflected for the same period as in fiscal year 2009 (which was for the period of five months from November to March), net sales in this category would have increased by 2.6%.
Excluding the net effect of the foreign currency exchange rate fluctuations, sales in the Imaging & Solutions segment would have increased by 2.8% (or ¥51.2 billion) for fiscal year 2010 as compared to fiscal year 2009.
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For fiscal year 2010, the cost of sales in the Imaging & Solutions segment decreased due primarily to the decrease in net sales and the net effect of the appreciation of the Japanese Yen in relation to the U.S. Dollar and the Euro. In addition, because Ricoh reduced its production volume in response to the decrease in demand, Ricoh was not able to fully absorb certain fixed costs. Due to group-wide cost reduction efforts in R&D, manufacturing and sales operations as well as the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen, Ricohs selling, general and administrative expenses decreased. Such decrease fully offset the increase in expenses that resulted from reflecting a full fiscal year of expenses incurred by IKON for the first time. As a result, operating expenses in the Imaging & Solutions segment for fiscal year 2010 decreased by 2.2% (or ¥37.9 billion) to ¥1,649.8 billion from ¥1,687.7 billion for fiscal year 2009.
As a result of the above, operating income for the Imaging & Solutions segment for fiscal year 2010 decreased by 3.4% (or ¥4.9 billion) to ¥140.4 billion from ¥145.3 billion for fiscal year 2009.
Industrial Products
Net sales in the Industrial Products segment for fiscal year 2010 decreased by 11.3% (or ¥13.5 billion) to ¥106.1 billion from ¥119.6 billion for fiscal year 2009. This decrease was due primarily to the decrease in sales of semiconductor devices, thermal media and electronic components, which experienced a decline in demand due primarily to the global economic downturn.
Operating expenses in this segment for fiscal year 2010, decreased by 13.7% (or ¥17.1 billion) to ¥107.4 billion from ¥124.5 billion for fiscal year 2009. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in net sales. Selling, general and administrative expenses decreased slightly due mainly to the decrease in net sales and in ongoing operating expenditures as a result of the group-wide cost reduction efforts.
As a result of the above, operating loss for the Industrial Products segment for fiscal year 2010 decreased by ¥3.5 billion to ¥1.3 billion from ¥4.9 billion for fiscal year 2009.
Other
Net sales in the Other segment for fiscal year 2010 decreased by 13.0% (or ¥18.6 billion) to ¥124.4 billion from ¥143.0 billion for fiscal year 2009. During fiscal year 2010, sales of digital cameras decreased due primarily to weak demand for new digital camera products that Ricoh introduced. In addition, net sales from the financing business conducted by Ricoh Leasing Co., Ltd. decreased as leasing volume decreased during fiscal year 2010. Such decrease was due mainly to the decline in corporate demand for capital investments as a result of the economic downturn in Japan.
Operating expenses in this segment for fiscal year 2010 decreased by 10.4% (or ¥14.8 billion) to ¥127.8 billion from ¥142.6 billion for fiscal year 2009. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in net sales. Selling, general and administrative expenses decreased slightly due mainly to the decrease in net sales and in ongoing operating expenditures as a result of the group-wide cost reduction efforts.
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As a result of the above, operating income (loss) for the Other segment for fiscal year 2010 decreased by ¥3.8 billion to an operating loss of ¥3.4 billion as compared to an operating income of ¥0.3 billion for fiscal year 2009.
Geographic Segments by Geographic Origin
Millions of Yen (except for percentages) | % Change | |||||||||||||||||||
2009 | 2010 | |||||||||||||||||||
Japan |
||||||||||||||||||||
Net sales |
¥ | 1,393,196 | 100.0 | % | ¥ | 1,273,437 | 100.0 | % | (8.6 | ) | ||||||||||
Operating expenses |
1,331,638 | 95.6 | 1,240,361 | 97.4 | (6.9 | ) | ||||||||||||||
Operating income |
¥ | 61,558 | 4.4 | % | ¥ | 33,076 | 2.6 | % | (46.3 | ) | ||||||||||
The Americas |
||||||||||||||||||||
Net sales |
¥ | 506,789 | 100.0 | % | ¥ | 560,021 | 100.0 | % | 10.5 | |||||||||||
Operating expenses |
532,734 | 105.1 | 571,884 | 102.1 | 7.3 | |||||||||||||||
Operating income (loss) |
¥ | (25,945 | ) | (5.1 | )% | ¥ | (11,863 | ) | (2.1 | )% | | |||||||||
Europe |
||||||||||||||||||||
Net sales |
¥ | 523,539 | 100.0 | % | ¥ | 463,013 | 100.0 | % | (11.6 | ) | ||||||||||
Operating expenses |
504,116 | 96.3 | 432,822 | 93.5 | (14.1 | ) | ||||||||||||||
Operating income |
¥ | 19,423 | 3.7 | % | ¥ | 30,191 | 6.5 | % | 55.4 | |||||||||||
Other |
||||||||||||||||||||
Net sales |
¥ | 265,644 | 100.0 | % | ¥ | 245,987 | 100.0 | % | (7.4 | ) | ||||||||||
Operating expenses |
252,951 | 95.2 | 231,646 | 94.2 | (8.4 | ) | ||||||||||||||
Operating income |
¥ | 12,693 | 4.8 | % | ¥ | 14,341 | 5.8 | % | 13.0 | |||||||||||
Corporate and Elimination |
||||||||||||||||||||
Net sales |
¥ | (597,472 | ) | ¥ | (526,121 | ) | ||||||||||||||
Operating expenses |
(604,279 | ) | (526,373 | ) | ||||||||||||||||
Operating income |
¥ | 6,807 | ¥ | 252 | ||||||||||||||||
Consolidated |
||||||||||||||||||||
Net sales |
¥ | 2,091,696 | 100.0 | % | ¥ | 2,016,337 | 100.0 | % | (3.6 | ) | ||||||||||
Operating expenses |
2,017,160 | 96.4 | 1,950,340 | 96.7 | (3.3 | ) | ||||||||||||||
Operating income |
¥ | 74,536 | 3.6 | % | ¥ | 65,997 | 3.3 | % | (11.5 | ) |
Notes:
The above consolidated financial data, which set forth net sales, operating expenses and operating income (loss) for each geographic segment by geographic origin, include both transactions with external customers as well as intersegment transactions.
Japan
Sales in Japan for fiscal year 2010 decreased by 8.6% (or ¥119.7 billion) to ¥1,273.4 billion from ¥1,393.1 billion for fiscal year 2009. This decrease was due primarily to the decrease in net sales of PPCs/MFPs and laser printers, and the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. The decrease in net sales of PPCs/MFPs and laser printers was due primarily to the decrease in customer demand for Ricoh products resulting from the global economic downturn as well as customers decisions to decrease printing costs by reducing the volume of color printing, which decreased sales of value-added supplies for color products. Decreased sales of semiconductor devices as well as digital cameras also contributed to the overall decrease in sales in Japan. Furthermore, Ricoh lowered the sales price of certain products to stimulate sales in the sluggish and competitive market, which contributed to the decrease in net sales.
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Operating expenses in Japan for fiscal year 2010 decreased by 6.9% (or ¥91.2 billion) to ¥ 1,240.3 billion from ¥1,331.6 billion for fiscal year 2009. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in net sales. Selling, general and administrative expenses also decreased due mainly to the decrease in net sales and in ongoing operating expenditures as a result of Ricohs group-wide cost reduction efforts.
As a result of the above, operating income for fiscal year 2010 decreased by 46.3% (or ¥28.4 billion) to ¥33.0 billion from ¥61.5 billion for fiscal year 2009.
The Americas
Net sales in the Americas for fiscal year 2010 increased by 10.5% (or ¥53.2 billion) to ¥560.0 billion from ¥506.7 billion for fiscal year 2009. Despite sluggish economic conditions in the Americas due to the economic downturn in the United States and the net effect of the depreciation of the U.S. Dollar relative to the Japanese Yen, Ricoh recorded increased sales of value-added color PPCs/MFPs, production printing products and network system solutions in the Americas for fiscal year 2010. This increase in sales was due mainly to the fact that net sales generated by IKON for the full fiscal year was consolidated into net sales in the Americas, as IKON became a consolidated subsidiary during fiscal year 2009. Had IKONs contribution to net sales in the Americas been reflected for the same period as in fiscal year 2009 (which was for the period of five months from November to March), net sales in the Americas for fiscal year 2010 would have decreased by 13.6%.
Operating expenses in the Americas for fiscal year 2010 increased by 7.3% (or ¥39.1 billion) to ¥571.8 billion from ¥532.7 billion for fiscal year 2009. While the consolidation of expenses of IKON contributed to the increase in operating expenses in the Americas, overall operating expenses increased at a lower percentage of increase than the increase in net sales due primarily to the decrease in ongoing operating expenditures as a result of Ricohs group-wide cost reduction efforts.
As a result of the above, operating loss for fiscal year 2010 decreased by ¥14.0 billion to ¥11.8 billion from ¥25.9 billion for fiscal year 2009.
Europe
Sales in Europe for fiscal year 2010 decreased by 11.6% (or ¥60.5 billion) to ¥463.0 billion from ¥523.5 billion for fiscal year 2009. This decrease in sales was due primarily to a decrease in sales of PPCs/MFPs and laser printers reflecting a decrease in demand for such products as a result of the global financial crisis, the debt crisis in Dubai and Greece and the net effect of the depreciation of the Euro relative to the Japanese Yen. Although net sales generated by IKON, which became a consolidated subsidiary in fiscal year 2009 and whose financial figures were reflected for the full fiscal year for the first time in fiscal year 2010, contributed to net sales in Europe and Ricoh continued to introduce new products that met customer demand, such factors were not sufficient to fully offset the decrease in overall demand for Ricoh products resulting from the global economic downturn stemming from the global financial crisis. In addition, Ricoh lowered the sales price of certain products to stimulate sales in the sluggish and competitive market, which contributed to the decrease in net sales. Had IKONs contribution to Europe been reflected for the same period as in fiscal year 2009 (which was for the period of five months from November to March), net sales in Europe for fiscal year 2010 would have decreased by 15.3%.
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Operating expenses in Europe for fiscal year 2010 decreased by 14.1% (or ¥71.2 billion) to ¥432.8 billion from ¥504.1 billion for fiscal year 2009. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in net sales. Selling, general and administrative expenses also decreased at a higher percentage of decrease than the decrease in net sales due mainly to the decrease in net sales and in ongoing operating expenditures as a result of Ricohs group-wide cost reduction efforts.
As a result of the above, operating income for fiscal year 2010 increased by 55.4% (or ¥10.7 billion) to ¥30.1 billion from ¥19.4 billion for fiscal year 2009.
Other
Net sales in the Other geographic segment, which includes China, Southeast Asia and Oceania, decreased for fiscal year 2010 by 7.4% (or ¥19.6 billion) to ¥245.9 billion from ¥265.6 billion for fiscal year 2009. This decrease was due primarily to the decrease in exports to other geographic segments, reflecting decreased demand for Ricohs products resulting from the global economic downturn stemming from the global financial crisis.
Operating expenses in the Other geographic segment for fiscal year 2010 decreased by 8.4% (or ¥21.3 billion) to ¥231.6 billion from ¥252.9 billion for fiscal year 2009. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in exports to other geographic segments. Selling, general and administrative expenses also decreased at a higher percentage of decrease than the decrease in net sales due mainly to the decrease in net sales and in ongoing operating expenditures as a result of Ricohs group-wide cost reduction efforts.
As a result of the above, operating income for fiscal year 2010 increased by 13.0% (or ¥1.6 billion) to ¥14.3 billion from ¥12.6 billion for fiscal year 2009.
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B. Liquidity and Capital Resources
Cashflows
The following table summarizes Ricohs cashflows for each of the three fiscal years ended March 31, 2009, 2010 and 2011, as reported in the Consolidated Statements of Cashflows in the accompanying Consolidated Financial Statements.
(Billions of Yen) For the year ended March 31, |
||||||||||||
2009 | 2010 | 2011 | ||||||||||
Net cash provided by operating activities |
87.4 | 190.7 | 130.0 | |||||||||
Net cash used in investing activities |
(283.1 | ) | (89.5 | ) | (92.0 | ) | ||||||
Net cash provided by (used in) financing activities |
295.9 | (113.3 | ) | (92.1 | ) | |||||||
Net increase (decrease) in cash and cash equivalents |
87.8 | (16.3 | ) | (62.9 | ) | |||||||
Cash and cash equivalents at beginning of year |
170.6 | 258.4 | 242.1 | |||||||||
Cash and cash equivalents at end of year |
258.4 | 242.1 | 179.1 |
Operating Cashflows
As compared to fiscal year 2010, net cash provided by operating activities during fiscal year 2011 decreased by ¥60.6 billion primarily due to a decrease in cash collections from customers in Japan resulting from a) lower customer demand for PPCs/MFPs, laser printers and semiconductor devices due to the economic downturn, and b) a decrease in the sales price of certain products due to high competition. In addition, further appreciation of the Yen against the U.S. Dollar and the Euro resulted in decrease of overseas sales and resulting cash collections from customers.
As compared to fiscal year 2009, net cash provided by operating activities during fiscal year 2010 increased by ¥103.3 billion primarily due to the Companys cost reduction program in order to cope with the downturn in economy, which resulted in lower cash expended for inventory and other operating costs and expenses. In addition, the acquisition of IKON in October 2008, which had a full year impact on net cash flow increases in fiscal 2010, compared to a partial year impact in fiscal 2009.
Investing Cashflows
For fiscal year 2011, net cash used in investing activities consisted mainly of ¥66.9 billion of expenditures for tangible fixed assets and ¥18.8 billion of expenditures for intangible fixed assets. Principal expenditures for tangible fixed assets in fiscal year 2011 consisted of ¥8.1 billion for the new building housing the Ricoh Technology Center, ¥4.6 billion for the second plant manufacturing polymerized PxP toners and ¥5.6 billion for mold casts used in the manufacturing of MFPs, production printing equipment and printers. Principal expenditures for intangible fixed assets in fiscal year 2011 were ¥7.9 billion for Enterprise Resource Planning (ERP) system, which is aimed to improve the efficiency of sales administration and accounting across the group. Net cash used in investing activities increased in fiscal year 2011 compared to fiscal year 2010 primarily because expenditures for intangible fixed assets increased, which was due mainly to Ricohs investment in the ERP system.
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For fiscal year 2010, net cash used in investing activities consisted mainly of ¥66.9 billion of expenditures for property, plant and equipment, ¥19.9 billion of other net, and ¥4.7 billion for the acquisition of new subsidiaries, net of cash acquired. Net cash used in investing activities decreased in fiscal year 2010 mainly because Ricoh did not make any major acquisitions that required the investment of cash.
For fiscal year 2009, net cash used in investing activities consisted mainly of, ¥157.4 billion for the acquisition of new subsidiaries, net of cash acquired, ¥96.9 billion of expenditures for property, plant and equipment and ¥27.1 billion of other, net. Net cash used in investing activities increased in fiscal year 2009 mainly because Ricoh used cash in connection with the establishment and commencement of IKONs operations.
Financing Cashflows
For fiscal year 2011, net cash used in financing activities consisted primarily of ¥87.9 billion to repay outstanding long-term debt securities, ¥87.1 billion to repay outstanding long-term indebtedness, ¥30.7 billion of net decrease in short-term borrowings and ¥23.9 billion to pay dividends, which were partially offset by ¥79.7 billion of proceeds received from the issuance of long-term debt securities and ¥58.6 billion of proceeds received from long-term indebtedness. The Company issued the 9th series of unsecured straight bonds in the amount of ¥40.0 billion and the 10th series of unsecured straight bonds in the amount of ¥20.0 billion in June 2010. Ricoh Leasing Co., Ltd. issued the 13th series of unsecured straight bonds in the amount of ¥20.0 billion in May 2010. Proceeds from the issuance of long-term debt securities totaled ¥79.7 billion net of issuance costs. In December 2010, ¥52.8 billion aggregate principal amount of zero coupon convertible bonds (constituting a portion of the total outstanding principal amount thereof) were redeemed before maturity, upon the exercise of put options granted to the holders of the bonds. Ricoh redeemed bonds issued by IKON by tender offer before maturity in the amount of ¥25.1 billion. Ricoh Leasing Co., Ltd. repaid unsecured straight bonds in the amount of ¥10.0 billion in December 2010 upon maturity. Repayments of long-term debt securities totaled ¥87.9 billion. For long-term indebtedness and short-term borrowings, Ricoh continued its efforts to decrease interest bearing debts worldwide. As a result, repayment of long-term indebtedness totaled ¥87.1 billion, short-term borrowings decreased by ¥30.7 billion net, while proceeds from long-term indebtedness totaled ¥58.6 billion. As compared to fiscal year 2010, net cash used in financing activities decreased in fiscal year 2011 primarily because short-term borrowings decreased by a smaller amount in fiscal year 2011 compared to fiscal year 2010.
For fiscal year 2010, net cash used in financing activities consisted primarily of ¥105.2 billion of net decrease in short-term borrowings, ¥66.5 billion to repay long-term indebtedness, ¥22.8 billion to pay dividends and ¥20.0 billion to repay outstanding long-term debt securities, which were partially offset by ¥55.0 billion of proceeds received from the issuance of long-term debt securities and ¥46.9 billion of proceeds received from long-term indebtedness. As compared to fiscal year 2009, net cash used in financing activities increased in fiscal year 2010 as Ricoh repaid some of its outstanding interest-bearing debt by using the additional cash generated from operations as a result of various cost cutting efforts and applying additional cash and cash equivalents on hand.
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For fiscal year 2009, net cash provided by financing activities consisted primarily of ¥237.1 billion of proceeds from long-term indebtedness, ¥110.2 billion of net increase in short-term borrowings and ¥85.0 billion of proceeds from the issuance of long-term debt securities. Ricoh repaid ¥59.5 billion of long-term indebtedness, ¥50.5 billion of long-term debt securities and ¥25.3 billion of dividends. As compared to fiscal year 2008, net cash provided from financing activities increased in fiscal year 2009 as Ricoh increased its short-term borrowings and received proceeds from the issuance of long-term debt.
Cash and Asset-Liability Management
Ricoh has in recent years tried to achieve greater efficiencies in the utilization of cash balances held by its subsidiaries pursuant to its policy of ensuring adequate financing and liquidity for its operations and growth, and maintaining the strength of its balance sheet. One method that Ricoh has implemented to achieve greater efficiency is building up its group cash management system in Japan, the United States and Europe. This cash management system functions as an arrangement whereby Ricohs funds are pooled together and cash resources are lent and borrowed from one group company to another company, with finance companies located in Japan, the United States, the United Kingdom and the Netherlands coordinating this arrangement. This pooling-of-funds arrangement has reduced the occurrence of excess accumulation of cash in one group company while another group company engages in unnecessary borrowing from third party institutions to meet its cash requirements. As such, the pooling-of-funds arrangement has reduced interest expense and related costs paid to third parties in connection with borrowings to finance operations.
Ricoh also enters into various derivative financial instrument contracts in the normal course of its business and in connection with the management of its assets and liabilities. In order to hedge against the potentially adverse impacts of foreign currency fluctuations on its assets and liabilities denominated in foreign currencies, Ricoh enters into foreign currency contracts and foreign currency options. Another form of derivative financial contracts that Ricoh enters into is interest rate swap agreements to hedge against the potentially adverse impacts of fair value or cashflow fluctuations on its outstanding debt interests. Ricoh uses these derivative instruments to reduce its risk and to protect the market value of its assets and liabilities in conformity with Ricohs policy. Ricoh does not use derivative financial instruments for trading or speculative purposes, nor is it a party to leveraged derivatives. Detailed discussion of these derivative contracts is provided in Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Ricoh also engages in limited securitization activities through its domestic leasing affiliate, Ricoh Leasing Co., Ltd. For a discussion of such activities, see Item 5.E. Off-Balance Sheet Arrangements.
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Sources of Funding
Ricohs principal sources of funding are a combination of cash and cash equivalents on hand, various lines of credit and the issuance of commercial paper, medium-term notes and long-term debt securities. In assessing its liquidity and capital resources needs, Ricoh places importance on the balances of cash and cash equivalents in the balance sheet and operating cashflows in the cashflow statements.
As of March 31, 2011, Ricoh had ¥179.1 billion in cash and cash equivalents and ¥685.0 billion in aggregate borrowing facilities. Of the ¥685.0 billion in aggregate borrowing facilities, ¥637.4 billion was available to be borrowed by Ricoh as of March 31, 2011. As of March 31, 2011, amount available by bank loans, commercial paper and medium-term notes were ¥294.3 billion, ¥260.0 billion and ¥83.1 billion, respectively. More specifically, Ricoh Leasing Co., Ltd. has a ¥50.0 billion committed credit line with several banks having credit ratings satisfactory to Ricoh. This ¥50.0 billion committed credit line amount is included in the ¥685.0 billion figure for aggregate borrowing facilities.
The Company, Ricoh Leasing Co., Ltd. and certain overseas subsidiaries raise capital by issuing commercial paper, medium-term notes and long-term debt securities. Ricoh Leasing Co., Ltd. and certain overseas subsidiaries of the Company issue commercial paper to meet their short-term funding requirements. Utilization of such capacity depends on Ricohs financing needs, investor demand and market conditions, as well as the ratings outlook for Ricohs securities. Interest rates for commercial paper issued by the Company and its subsidiaries ranged from 0.25% to 0.30%, interest rates for bank loans ranged from 0.41% to 11.95% and interest rates for long-term debt securities ranged from 0.57% to 7.30% during fiscal year 2011. For fiscal year 2011, the Company and its subsidiaries did not have any medium-term notes outstanding.
Ricoh believes that it has adequate resources for funding its working capital needs, repaying its outstanding indebtedness and executing new transactions, due to its diverse funding sources and the inflow of cash generated from its operating activities. Even if Ricoh is unable to access the capital markets by offering its own securities on acceptable terms, Ricoh has access to other sources of liquidity, including bank loans, cash flows from operations and sales of assets. Ricoh is also of the opinion its working capital is sufficient for its present requirements.
The Company obtains ratings from the following major rating agencies: Standard & Poors Rating Services, a division of McGraw-Hill Companies, Inc. (S&P), Moodys Investors Services (Moodys), and another local rating agency in Japan. As of March 31, 2011, S&P assigned long-term and short-term credit ratings for the Company of A+ and A-1, respectively, and Moodys assigned a long-term credit rating for the Company of A1.
While some of its subsidiaries may be restricted from paying dividends for various reasons, such as capital adequacy requirements, Ricoh does not expect such restrictions to have a significant impact on its ability to meet its cash obligations.
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As is customary in Japan, substantially all of the bank loans are subject to general agreements with each lending bank which provide, among other things, that the bank may request additional security for loans if there is reasonable and probable cause for the necessity of such additional security and the bank may treat any security furnished, as well as any cash deposited in such bank, as security for all present and future indebtedness. The Company has never been requested to furnish such additional security. In some cases, the Companys long-term debt securities contain customary covenants, including a limitation on liens covenant. The Company was in compliance with the covenants in its bank agreements and securities as of March 31, 2011. The Company is not subject to any covenants limiting its ability to incur additional indebtedness. For additional detail regarding these securities, see Note [11] to the Consolidated Financial Statements.
Cash Requirements and Commitments
Ricoh believes that its cash and cash equivalents and funds expected to be generated from its operations are sufficient to meet its cash requirements at least through fiscal year 2012. Even if there were a decrease in cashflows from operations as a result of fluctuations in customer demands from one year to another due to unexpected changes in global economic conditions, Ricoh believes that current funds on hand along with funds available under existing borrowing facilities would be sufficient to finance its anticipated operations. In addition, Ricoh believes that it is able to secure adequate resources to fund ongoing operating requirements and investments related to the expansion of existing businesses and the development of new projects through its access to the financial and capital markets. While interest rates of such instruments may fluctuate, Ricoh believes that the effect of such fluctuations will not significantly affect Ricohs liquidity, mainly due to the adequate amount of Ricohs cash and cash equivalents on hand, stable cashflow generated from its operating activities and group-wide cash management system.
Ricoh expects that its capital expenditures for fiscal year 2012 will amount to approximately ¥67.0 billion, which will principally be used for investments in manufacturing facilities of digital and networking equipment with new engines, toners, semiconductors and thermal media. In addition, Ricoh is obligated to repay long-term indebtedness in the aggregate principal amount of ¥111.0 billion during fiscal year 2012, and in the aggregate principal amount of ¥346.2 billion during fiscal years 2013 through 2015.
The Company and certain of its subsidiaries have various employee pension plans covering all of their employees. As described in Note [11] to the Consolidated Financial Statements, the unfunded portion of these employee pension plans amounted to ¥140.9 billion, as of March 31, 2011. The unfunded amount was recorded as an asset of ¥7.1 billion and a liability of ¥148.0 billion on the consolidated balance sheet of Ricoh as of March 31, 2011. The amounts contributed to pension plans for fiscal years 2009, 2010 and 2011 were ¥14.7 billion, ¥14.5 billion and ¥14.4 billion, respectively.
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Ricoh believes that its cashflow from operating and investing activities together with existing lines of credit and borrowing facilities constitute adequate sources of funding to satisfy its liquidity needs and future obligations as described above.
C. Research and Development, Patents and Licenses
Research and Development
Since its formation, Ricohs basic management philosophy has been to contribute to society by developing and providing innovative and useful products with an emphasis on the relationship between people and information. Based on this management philosophy, Ricoh undertakes a variety of R&D activities to develop new technologies, products and systems to facilitate better communication. The Research and Development Group and the Corporate Technology Development Group function as the headquarters of Ricohs R&D activities, which are conducted at its R&D bases throughout Japan and certain satellite R&D bases overseas. Ricoh conducts a wide range of R&D activities, from seeds research (i.e., early stage research) to research in elemental technologies, product applications and manufacturing technologies, including environmental technologies.
In Japan, Ricoh conducts basic and advanced research in connection with optical technologies, new materials, devices, information electronics, environmental technologies and software technologies as well as elemental development for new products. In addition, Ricoh has established satellite R&D bases in the United States and China through which it conducts R&D activities that focus on developing products that can be marketed globally and that take into consideration the needs of such particular geographic area. All aspects of Ricohs research efforts are focused on developing products and services that are suitable for the new work environment. Ricoh also engages in R&D activities to protect the environment in every stage of each of its products life cycles to realize Ricohs three core values of harmonizing with the environment (i.e., reducing and minimizing environmental impact), simplifying your life and work (i.e., enhancing user friendliness and striving towards simplification), and supporting knowledge management (i.e., offering solutions to process information). For fiscal years 2009, 2010 and 2011, Ricohs consolidated R&D expenditures totaled ¥124.4 billion, ¥109.8 billion and ¥110.8 billion, respectively.
Out of total consolidated R&D expenditures of ¥110.8 billion for fiscal year 2011, ¥81.7 billion was used for R&D activities relating to the Imaging & Solutions segment. Ricohs R&D activities in the Imaging & Solutions segment continued to include (1) designing new optical designs for copiers, printers and production printing products, (2) developing imaging data processing technology, (3) developing electrophotographic supply technology, (4) advancing elemental technology for the next-generation of image producing engines, (5) developing cutting edge software technology and (6) developing applications for the advancement of IT solutions.
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Out of total consolidated R&D expenditures of ¥110.8 billion for fiscal year 2011, ¥10.3 billion was used for R&D activities relating to the Industrial Products segment. In the Industrial Products segment, Ricohs R&D activities continued to include (1) designing ASICs and ASSPs for imaging, audio and communication use, (2) developing methods to utilize electronic design automation, (3) developing optical element technologies and new recording methods and (4) research and development for supply parts such as thermal media.
Out of total consolidated R&D expenditures of ¥110.8 billion for fiscal year 2011, ¥2.3 billion was used for R&D activities relating to the Other segment. In this segment, Ricoh continued to develop its image capturing device technology for digital cameras and its related applications technology.
In addition, Ricoh continues to engage in the development of its fundamental research fields, which focus on R&D activities that can be applied to various products and that are difficult to categorize into a specific operating segment. Out of total consolidated R&D expenditures of ¥110.8 billion for fiscal year 2011, ¥16.5 billion was used for R&D activities relating to fundamental research fields. Such R&D activities include R&D in nanotechnology, micro-machining, general technologies in measuring, analysis and simulation, new materials and devices, next-generation image display technologies, manufacturing technology, system software modules, photonics technology for high speed and high quality image processing, the next-generation of office systems and office solutions, and environmental technologies.
For a summary of Ricohs R&D expenditures for fiscal years 2009, 2010 and 2011, see Note [21] to the Consolidated Financial Statements.
Patents and Licenses
Ricoh owns approximately 37,200 patents as of March 31, 2011, on a worldwide basis, and has a large number of licenses under various agreements with Japanese and foreign companies. Although patents and licenses are important to Ricoh, it does not believe that the expiration of any single patent or group of related patents or the termination of any license agreements will materially affect its business.
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The following table lists some of the important patent and licensing agreements which the Company is currently a party to:
Counterparty |
Country and Region |
Summary of the Contract |
Contract Term | |||
International Business Machines Corporation |
USA | Comprehensive cross license patent agreement relating to the information processing technology area (reciprocal agreement) | March 28, 2007 to expiration date of the patent subject to the agreement | |||
ADOBE Systems Incorporated |
USA | Patent licensing agreements relating to development on printer software and sales (the counterparty as the licensee) | January 1, 1999 to March 31, 2015 | |||
Lemelson Medical, Education & Research Foundation Limited Partnership | USA | Patent licensing agreement relating to computer image analysis and other products (the counterparty as the licensee) | March 31, 1993 to expiration date of the patent subject to the agreement | |||
Canon Inc. |
Japan | Patent licensing agreement relating to office equipment (reciprocal agreement) | October 1, 1998 to expiration date of the patent subject to the agreement | |||
Kyocera Mita Corporation |
Japan | Patent licensing agreement relating to method of controlling multi function peripheral (the Company as the licensor) | January 1, 2007 to December 31, 2011 | |||
Sony Corporation |
Japan | Patent licensing agreements relating to optical disks (the Company as the licensor) and digital cameras (reciprocal agreement) | April 1, 2009 to March 31, 2018 | |||
Hitachi, Ltd. |
Japan | Patent licensing agreement relating to optical record and playback equipment, and multi function peripheral (reciprocal agreement) | January 1, 2007 to December 31, 2013 | |||
Brother Industries, Ltd. |
Japan | Patent licensing agreement relating to digital photography (the Company as the licensor) | October 1, 2009 to September 30, 2014 | |||
Quantum Storage Inc. |
Taiwan | Patent licensing agreement relating to optical disc (the Company as the licensor) | February 22, 2011 to February 22, 2016 |
D. Trend Information
See OVERVIEW above and Cautionary Statement With Respect to Forward-Looking Statements in this Annual Report. Also, Ricoh does not expect the impact of the Great East Japan Earthquake that occurred on March 11, 2011 to have any material adverse effect on Ricohs fiscal 2012 consolidated results, financial position and cash flows.
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E. Off-Balance Sheet Arrangements
As disclosed in Note [4] to the Consolidated Financial Statements, Ricoh, through its domestic leasing affiliate, has certain procedures in place to sell some of its lease receivables through securitization programs. Securitization involves the creation of special purpose entities (SPEs) for purposes of holding pooled assets. The SPEs are designed to place the pooled assets beyond the reach of Ricoh and its creditors in the event of bankruptcy. When structured in this manner (and subject to certain other conditions), the pooled assets are removed from Ricohs consolidated balance sheets. The SPEs are also designed so that investors have no recourse to Ricoh in the event of any failure of payment on the pooled assets. Therefore, until fiscal year 2010, when securitizing assets in this manner, Ricoh did not have any exposed assets or contingent liabilities other than those recognized as subordinated residual interests on Ricohs consolidated balance sheets. In fiscal year 2011, Ricoh adopted ASU 2009-16 and ASU 2009-17. As a result of the adoption, Ricoh consolidated these interests as VIEs and recorded their assets and liabilities at their carrying amounts as of the beginning of fiscal year 2011, and offset and eliminated its retained interests.
Please refer to Note [2](u) and [4] to the Consolidated Financial Statements for more details.
In addition to the above, Ricoh acts as a guarantor for some of its employees housing loans, whose arrangements are not included on Ricohs consolidated balance sheets. As of March 31, 2011, the total amount of such guarantees was ¥72 million.
F. Tabular Disclosure of Contractual Obligations
The following table sets forth Ricohs contractual obligations as of March 31, 2011.
Millions of Yen Payments due by period |
||||||||||||||||||||
Total | Less than 1 year |
1-3 years | 3-5 years | More than 5 years |
||||||||||||||||
CONTRACTUAL OBLIGATIONS |
||||||||||||||||||||
Long-term Debt Obligations |
¥ | 588,167 | ¥ | 110,282 | ¥ | 244,508 | ¥ | 180,352 | ¥ | 53,025 | ||||||||||
Interest Expense Associated with Long-term Debt Obligations |
18,297 | 6,149 | 7,702 | 3,301 | 1,145 | |||||||||||||||
Capital (Finance) Lease Obligations |
2,351 | 814 | 1,441 | 96 | | |||||||||||||||
Operating Lease Obligations |
76,807 | 21,363 | 32,667 | 15,262 | 7,515 | |||||||||||||||
Purchase Obligations |
32,791 | 32,791 | | | | |||||||||||||||
TOTAL |
¥ | 718,413 | ¥ | 171,399 | ¥ | 286,318 | ¥ | 199,011 | ¥ | 61,685 | ||||||||||
Ricoh expects to contribute ¥12.0 billion to its pension plan during fiscal year 2012 and is currently unable to predict funding requirements for periods beyond fiscal year 2012 due to uncertainties related to changes in actuarial assumptions, return on plan assets, and changes to plan membership.
Ricoh had operating lease commitments with rental payments totaling ¥46.7 billion for fiscal year 2011.
G. Safe Harbor
See Cautionary Statement With Respect to Forward-Looking Statements.
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Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Directors and Corporate Auditors of the Company as of June 24, 2011 were as follows:
Name |
Current Position |
Date |
Business Experience | |||
Masamitsu Sakurai (January 8, 1942) |
Chairman of the Board and Director |
Apr. 1966 | Joined the Company | |||
May 1984 | President of Ricoh UK Products Ltd. | |||||
Apr. 1990 | General Manager of Purchasing Division | |||||
June 1992 | Director | |||||
Apr. 1993 June 1994 |
President of Ricoh Europe B.V. Managing Director | |||||
Apr. 1996 | President and Representative Director | |||||
June 2005 June 2005 |
Representative Director President | |||||
June 2005 | Chairman of the Board (Current) | |||||
Apr. 2007 | Chairman (Current) | |||||
Apr. 2011 | Director (Current) | |||||
Principal business activities and other principal directorships performed outside of Ricoh: | ||||||
Chairman of Japan Association of Corporate Executives Director of COCA-COLA WEST COMPANY, LIMITED Director of Saga Television Station Co., Ltd. Director of Omron Corporation. Director of Yamaha Motor Co., Ltd.
| ||||||
Shiro Kondo (October 7, 1949) |
Representative Director |
Apr. 1973 | Joined the Company | |||
July 1999 | Deputy General Manager of Imaging System Business Group | |||||
June 2000 | Senior Vice President | |||||
Oct. 2000 | General Manager of Imaging System Business Group | |||||
June 2002 | Executive Vice President | |||||
June 2003 | Managing Director | |||||
Oct. 2004 Oct. 2004 |
In charge of Imaging Engine Solution Development General Manager of MFP Business Group | |||||
June 2005 | Director | |||||
June 2005 | Corporate Executive Vice President | |||||
Apr. 2007 | Representative Director (Current) | |||||
Apr. 2007 | President (Current) | |||||
Apr. 2007 | CEO (Chief Executive Officer) (Current) | |||||
Principal business activities and other principal directorships performed outside of Ricoh: | ||||||
Representative of Asahi Insurance Company |
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Name |
Current Position |
Date |
Business Experience | |||
Zenji Miura (January 5, 1950) |
Representative Director |
Apr. 1976 | Joined the Company | |||
Jan. 1993 | President of Ricoh France S.A. | |||||
Apr. 1998 | Deputy General Manager of Finance and Accounting Division | |||||
Oct. 2000 | Senior Vice President | |||||
Oct. 2000 | General Manager of Finance and Accounting Division | |||||
June 2003 | Executive Vice President | |||||
June 2004 | Managing Director | |||||
June 2005 | Director | |||||
June 2005 | Corporate Executive Vice President | |||||
June 2005 | CFO (Chief Financial Officer) (Current) | |||||
Apr. 2006 | CIO (Chief Information Officer) (Current) | |||||
Apr. 2006 | General Manager of Corporate Planning Division | |||||
Feb. 2008 | In charge of Internal Management and Control Division (Current) | |||||
July 2008 | General Manager of Finance and Accounting Division | |||||
Apr. 2009 | CSO (Chief Strategy Officer) (Current) | |||||
Apr. 2009 | General Manager of CRGP Office | |||||
Apr. 2009 | Deputy General Manager of Global Marketing Taskforce | |||||
June 2009 | General Manager of Global Marketing Support Division | |||||
June 2009 | General Manager of Trade Affairs & Export/Import Administration Division | |||||
Apr. 2011 | Representative Director (Current) | |||||
Apr. 2011 | Deputy President (Current) | |||||
Principal business activities and other principal directorships performed outside of Ricoh: | ||||||
Corporate Auditor of COCA-COLA WEST COMPANY, LIMITED
| ||||||
Takashi Nakamura (September 2, 1946) |
Director |
Apr. 1972 | Joined the Company | |||
Apr. 1990 | President of Ricoh UK Products Ltd. | |||||
Jan. 1995 | President of Ricoh Europe B.V. | |||||
May 1998 | Deputy General Manager of Corporate Planning Division | |||||
June 1998 | Director | |||||
June 2000 | Senior Vice President | |||||
June 2002 | President of Ricoh Elemex Corporation | |||||
June 2004 | Managing Director | |||||
June 2005 | Director (Current) | |||||
Jan. 2006 Jan. 2006 |
Corporate Executive Vice President CHO (Chief Human Resource Officer) (Current) | |||||
Apr. 2008 | General Manager of Personnel Division | |||||
Apr. 2010 | In charge of Corporate Social Responsibility (Current) | |||||
Apr. 2011 | Deputy President (Current) | |||||
Principal business activities and other principal directorships performed outside of Ricoh: | ||||||
Corporate Auditor of TOYO KANETSU K.K. |
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Name |
Current Position |
Date |
Business Experience | |||
Kazunori Azuma (February 11, 1949) |
Director |
Apr. 1971 | Joined the Company | |||
Oct. 1994 | President of Hokkaido Ricoh Co., Ltd. | |||||
June 2000 | Senior Vice President | |||||
Oct. 2000 | President of Ricoh Technosystems Co., Ltd. | |||||
June 2003 | Managing Director | |||||
June 2003 | Executive Vice President | |||||
Oct. 2003 | Chairman of Ricoh Technosystems Co., Ltd. | |||||
Nov. 2003 | General Manager of Marketing Group | |||||
June 2005 | Director (Current) | |||||
June 2005 | Corporate Executive Vice President (Current) | |||||
Apr. 2009 | General Manager of Global Marketing Taskforce | |||||
June 2009 | General Manager of Global Marketing Group (Current) | |||||
Apr. 2010 | CMO (Chief Marketing Officer) (Current) | |||||
Hiroshi Kobayashi (July 2, 1948) |
Director |
Apr. 1974 | Joined the Company | |||
Apr. 2002 | General Manager of Corporate Planning Division | |||||
June 2002 | Senior Vice President | |||||
June 2004 | Executive Vice President | |||||
Oct. 2004 | General Manager of LP Business Group | |||||
June 2005 | Corporate Senior Vice President | |||||
Apr. 2007 | General Manager of Printer Business Group | |||||
Apr.2008 | General Manager of Office Business Planning Center | |||||
Apr. 2009 | General Manager of Corporate Technology Development Group (Current) | |||||
Apr. 2009 | Chairman of Ricoh Software Research Center (Beijing), Co., Ltd. (Current) | |||||
June 2010 | Director (Current) | |||||
June 2010 | Corporate Executive Vice President (Current) | |||||
Apr. 2011 | Chairman of Ricoh Innovation, Inc. (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Shiro Sasaki (December 23, 1949) |
Director |
Apr. 1972 | Joined the Company | |||
Apr. 2000 | President of Gestetner Holdings PLC | |||||
Apr. 2002 | President of NRG Group PLC | |||||
June 2004 | Senior Vice President | |||||
June 2005 | Corporate Vice President | |||||
Apr. 2006 Apr. 2006 Apr. 2006 |
Corporate Senior Vice President Chairman of Ricoh Europe B.V. Chairman of NRG Group PLC | |||||
Apr. 2007 Apr. 2007 |
Chairman of Ricoh Europe, PLC. Chairman of Ricoh Europe (Netherlands) B.V. | |||||
June 2009 | General Manager of Europe Marketing Group | |||||
June 2010 | Director (Current) | |||||
Apr. 2011 | Corporate Executive Vice President (Current) | |||||
Apr. 2011 | General Manager of Production Printing Business Group (Current) | |||||
Apr. 2011 | General Manager of Trade Affairs & Export/Import Administration Division (Current) | |||||
Apr. 2011 | Chairman and CEO (Chief Executive Office) of Ricoh Production Print Solutions, LLC (Current) | |||||
Yoshimasa Matsuura (June 23, 1947) |
Director |
Apr. 1971 | Joined the Company | |||
May 1995 | President of Ricoh UK Products Ltd. | |||||
May 1999 | General Manager of Supply Chain Management Planning Division | |||||
June 2004 | Senior Vice President | |||||
Oct. 2004 | General Manager of Office Business Planning Center | |||||
June 2005 June 2005 |
Deputy General Manager of MFP Business Group Corporate Vice President | |||||
Apr. 2007 Apr. 2007 |
Corporate Senior Vice President General Manager of MFP Business Group | |||||
Apr. 2008 | General Manager of Controller Development Division | |||||
June 2010 | Director (Current) | |||||
June 2010 | Corporate Executive Vice President (Current) | |||||
July 2010 | General Manager of Business Process Reengineering Group (Current) | |||||
Nobuo Inaba (November 11, 1950) |
Director |
Apr. 1974 | Joined the Bank of Japan | |||
June 2001 | Director-General, Information System Services Department | |||||
June 2002 | Director-General, Bank Examination and Surveillance Department | |||||
May 2004 | Executive Director, Financial System Stability | |||||
July 2006 | Executive Director, Monetary Policy | |||||
May 2008 | Joined the Company | |||||
May 2008 | Executive Advisor | |||||
Apr. 2010 | President, Ricoh Institute of Sustainability and Business (Current) | |||||
June 2010 | Director (Current) | |||||
June 2010 | Corporate Executive Vice President (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Kazuo Togashi (November 28, 1949) |
Director |
Apr. 1972 | Joined the Company | |||
Apr. 1998 | President of Ricoh Europe B.V. | |||||
June 2000 | Senior Vice President | |||||
Apr. 2002 | Chairman of Ricoh Europe B.V. | |||||
Apr. 2002 | Chairman of NRG Group PLC | |||||
June 2002 | Executive Vice President | |||||
June 2003 | Managing Director | |||||
June 2005 | Corporate Senior Vice President | |||||
Apr. 2006 | General Manager of International Business Group | |||||
Jan. 2007 | Chairman of Ricoh India Ltd. | |||||
Jan. 2008 | Chairman of Ricoh China Co., Ltd. | |||||
June 2009 | Chairman and CEO (Chief Executive Officer) of Ricoh Americas Corporation | |||||
June 2009 | General Manager of Americas Marketing Group (Current) | |||||
Apr. 2010 | Chairman and CEO (Chief Executive Officer) of Ricoh Americas Holdings, Inc. (Current) | |||||
July 2010 | Chairman and CEO (Chief Executive Officer) of Ricoh Americas Corporation (Current) | |||||
June 2011 | Director (Current) | |||||
June 2011 | Corporate Executive Vice President (Current) | |||||
Eiji Hosoya (February 24, 1945) |
Director |
Apr. 1968 | Joined Japanese National Railways | |||
June 1990 | General Manager of Business Management Department of Corporate Planning Headquarters of East Japan Railway Company | |||||
June 1993 | Director of East Japan Railway Company | |||||
June 1996 | Executive Director of East Japan Railway Company | |||||
June 2000 June 2000 |
Executive Vice President of East Japan Railway Company General Manager of Life-style Business Development Headquarters of East Japan Railway Company | |||||
Apr. 2002 | Vice Chairman of Japan Association of Corporate Executives | |||||
June 2003 | Director, Chairman and Representative Executive Officer of Resona Holdings, Inc. (Current) | |||||
June 2005 | Representative Director and Chairman of Resona Bank, Ltd. | |||||
June 2009 | Director and Chairman of Resona Bank, Ltd. (Current) | |||||
June 2010 | Director (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Mochio Umeda (August 30, 1960) |
Director |
Jan. 1988 | Joined Arthur D. Little (Japan) Inc. | |||
Oct. 1994 | Director of Arthur D. Little, Inc. | |||||
May 1997 May 1997 |
Founded MUSE Associates, LLC. President of MUSE Associates, LLC. (Current) | |||||
Aug. 2000 Aug. 2000 |
Founded Pacifica Fund I, LP. Managing Director of Pacifica Fund I, LP. (Current) | |||||
June 2010 | Director (Current) | |||||
Yuji Inoue (April 4, 1948) |
Corporate Auditor |
Apr. 1971 | Joined the Company | |||
Jan. 1997 | Deputy General Manager of Finance and Accounting Division | |||||
Apr. 1998 | General Manager of Finance and Accounting Division | |||||
Oct. 1998 | General Manager of Business Department of Ricoh Leasing Co., Ltd | |||||
June 1999 | Managing Director of Ricoh Leasing Co., Ltd | |||||
Apr. 2000 | President of Ricoh Leasing Co., Ltd. | |||||
June 2000 | Senior Vice President | |||||
June 2004 | Managing Director | |||||
June 2005 | Corporate Senior Vice President | |||||
June 2005 | President and Chief Executive Officer of Ricoh Leasing Co., Ltd | |||||
June 2009 | Corporate Auditor (Current) | |||||
Mitsuhiro Shinoda (November 23, 1953) |
Corporate Auditor |
Apr. 1978 | Joined the Company | |||
Oct. 2000 | General Manager of Group Management Department of Corporate Planning Division | |||||
Apr. 2001 | General Manager of Audit Office | |||||
June 2003 | General Manager of Finance Department of Finance and Accounting Division | |||||
Nov. 2004 | General Manager of Internal Management & Control Office of Finance and Accounting Division | |||||
Apr. 2007 | General Manager of Internal Management & Control Division | |||||
July 2010 | General Manager of Management Center Chubu Sales Division of Ricoh Japan Corporation | |||||
June 2011 | Corporate Auditor (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Takao Yuhara (June 7, 1946) |
Corporate Auditor |
Apr. 1969 | Joined Nippon Chemical Industrial Co., Ltd. | |||
May 1971 | Joined Sony Corporation | |||||
Mar. 1988 | Vice President of Sony International (Singapore) Ltd. | |||||
Apr. 1996 | Vice President of Display Company of Sony Corporation | |||||
June 2002 | Corporate Vice President and General Manager of Corporate Planning Division of Sony Corporation | |||||
June 2003 | Corporate Vice President and Group CFO (Chief Financial Officer) of Sony Corporation | |||||
June 2004 | In charge of Corporate Executive Finance and IR of Sony Corporation | |||||
Dec. 2007 | Managing Executive Officer and Senior General Manager, Group Business Management Division of ZENSHO CO., LTD. | |||||
Apr. 2008 | Officer in charge of Group Finance of ZENSHO CO., LTD. | |||||
June 2008 | Managing Executive Director of ZENSHO CO., LTD. (Current) | |||||
June 2008 | Corporate Auditor (Current) | |||||
Nov. 2008 | Senior General Manager, Group Business Management Division, Group Finance and Accounting Division of ZENSHO CO., LTD. (Current) | |||||
Tsukasa Yunoki (July 6, 1943) |
Corporate Auditor |
Mar. 1968 | Graduated from the National Legal Training and Research Institute | |||
Apr. 1968 | Legal registration as a Japanese attorney | |||||
Apr. 1968 | Joined Tomizawa Junjiroh Legal Services | |||||
Jan. 1970 | Established Yunoki Legal Services | |||||
May 1997 | President of Yunoki Legal Services (Current) | |||||
June 2010 | Corporate Auditor (Current) | |||||
Kiyohisa Horie (March 7, 1948) |
Substitute Corporate Auditor |
Apr. 1970 | Joined Horie Morita Audit Office (now: Meiji Audit Corporation) | |||
Joined Showa Accounting Office | ||||||
Aug. 1980 | Registered as Certified Public Accountant | |||||
Mar. 1988 | Registered as Tax Accountant | |||||
Apr. 1988 | Senior Partner of Meiji Audit Corporation (Current) | |||||
May 1988 | Representative Director of Showa Accounting Office (Current) | |||||
May 1988 | Managing Partner of Meiji Audit Corporation (Current) | |||||
May 1998 | Vice-Chairman & Managing Partner of Meiji Audit Corporation (Current) |
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Directors and Corporate Auditors are elected at a general meeting of shareholders for two and four years terms, respectively, and may serve any number of consecutive terms. The Board of Directors appoints from among its members a Chairman and one or more Representative Directors in accordance with the Corporation Law of Japan.
The Company maintains an executive officer system and under such system there are 38 such officers each with one of the following roles:
| Executive officers: Oversee operations under the authority granted from the president and report to the president. |
| Group executive officers: Assist the president with the management of Ricoh group. |
Executive Officers of the Company as of June 24, 2011 were as follows:
Name |
Current Position |
Date |
Business Experience | |||
Masamitsu Sakurai (January 8, 1942) |
Chairman and Chairman of the Board |
See above for his business experience and other information. | ||||
Shiro Kondo (October 7, 1949) |
President and Chief Executive Officer |
See above for his business experience and other information. | ||||
Zenji Miura (January 5, 1950) |
Deputy President |
See above for his business experience and other information. | ||||
(Chief Financial Officer) (Chief Information Officer) (Chief Strategy Officer) (Internal Management and Control Division) |
||||||
Takashi Nakamura (September 2, 1946) |
Deputy President |
See above for his business experience and other information. | ||||
(Chief Human Resource Officer) (Corporate Social Responsibility) |
||||||
Kazunori Azuma (February 11, 1949) |
Corporate Executive Vice President |
See above for his business experience and other information. | ||||
(Chief Marketing Officer) (General Manager of Global Marketing Group) |
||||||
Hiroshi Kobayashi (July 2, 1948) |
Corporate Executive Vice President |
See above for his business experience and other information. | ||||
(General Manager of Corporate Technology Development Group) (Chairman of Ricoh Software Research Center (Beijing), Co., Ltd.) (Chairman of Ricoh Innovations, Inc.) |
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Name |
Current Position |
Date |
Business Experience | |||
Shiro Sasaki (December 23, 1949) |
Corporate Executive Vice President |
See above for his business experience and other information. | ||||
(General Manager of Production Printing Business Group) |
||||||
(General Manager of Trade Affairs & Export/Import Administration Division) |
||||||
(Chairman and CEO (Chief Executive Officer) of Ricoh Production Print Solutions LLC |
||||||
Yoshimasa Matsuura (June 23, 1947) | Corporate Executive Vice President |
See above for his business experience and other information. | ||||
(General Manager of Business Process Reengineering Group) |
||||||
Nobuo Inaba (November 11, 1950) |
Corporate Executive Vice President |
See above for his business experience and other information. | ||||
(President, Ricoh Institute of Sustainability and Business) |
||||||
Terumoto Nonaka (October 28, 1947) |
Corporate Senior Vice President (General Manager of Research and Development Group) |
Jan. 1988 | Joined the Company | |||
Jan. 1990 | Deputy General Manager of Electronic Devices Division | |||||
June 2000 Oct. 2000 |
Senior Vice President President of Electronic Devices Company | |||||
June 2002 | Executive Vice President | |||||
June 2005 | Corporate Senior Vice President (Current) | |||||
July 2006 | Chairman of Ricoh Electronics Devices Shanghai Co., Ltd. | |||||
Apr. 2009 | General Manager of Research and Development Group (Current) | |||||
Kenji Hatanaka (July 1, 1946) |
Corporate Senior Vice President (General Manager of Japan Marketing Group |
Apr. 1969 | Joined the Company | |||
June 2000 | Senior Vice President | |||||
June 2003 | General Manager of Tokyo Branch of Marketing Group | |||||
June 2003 | General Manager of Kanto Branch of Marketing Group | |||||
June 2004 | Executive Vice President | |||||
Jan. 2005 | President of Ricoh Sales Co., Ltd. | |||||
June 2005 | Corporate Senior Vice President (Current) | |||||
June 2009 | General Manager of Marketing Group | |||||
July 2010 | President of Ricoh Japan Corporation (Current) | |||||
July 2010 | General Manager of Japan Marketing Group (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Kenichi Kanemaru (November 19, 1952) |
Corporate Senior Vice President (General Manager of Global Procurement Division) |
Apr. 1973 | Joined the Company | |||
Apr. 1998 | General Manager of Production Strategic Center | |||||
June 1999 June 2004 |
President of Ricoh UK Products Ltd. Senior Vice President | |||||
June 2005 | Deputy General Manager of Imaging System Production Business Group | |||||
June 2005 | General Manager of Procurement Control Center of Production Business Group | |||||
June 2005 | Corporate Vice President | |||||
Apr. 2006 | General Manager of Imaging System Production Business Group | |||||
Apr. 2008 | Corporate Senior Vice President (Current) | |||||
Apr. 2008 | General Manager of Production Business Group | |||||
Apr. 2008 | General Manager of Office Machine Division of Production Business Group | |||||
Oct. 2010 | General Manager of Global Procurement taskforce | |||||
Feb. 2011 | General Manager of Global Procurement Division (Current) | |||||
Hisashi Takata (May 20, 1951) |
Corporate Senior Vice President (Deputy General Manager of Global Marketing Group) (Chairman of Ricoh China Co., Ltd.) (General Manager of China & Emerging Markets Strategy Center of Global Marketing Group) |
Apr. 1974 | Joined the Company | |||
Apr. 1999 | General Manager of Business Strategy Division of International Marketing Group | |||||
Oct. 2004 | Deputy General Manager of GJ (GEL JET) Business Division | |||||
Oct. 2004 | General Manager of Marketing Center of GJ (GEL JET) Business Division | |||||
June 2005 | Corporate Vice President | |||||
Oct. 2005 | General Manager of GJ Marketing Division of Marketing Group | |||||
Apr. 2007 | Deputy General Manager of Printing Business Division | |||||
Apr. 2008 | General Manager of Printer Business Group | |||||
Jan. 2009 | General Manager of Printer Sales Promotion Center of Printer Business Group | |||||
Apr. 2009 | Corporate Senior Vice President (Current) | |||||
June 2009 | Deputy General Manager of Global Marketing Group (Current) | |||||
June 2009 | General Manager of GM Strategy Center of Global Marketing Group | |||||
June 2009 | Chairman of Ricoh China Co., Ltd. (Current) | |||||
Apr. 2010 | General Manager of Marketing Intelligence Center of Global Marketing Group (Current) | |||||
Apr. 2010 | General Manager of RGS Businesses Center of Global Marketing Group | |||||
Nov. 2010 | General Manager of Printer Business Group | |||||
Jan. 2011 | General Manager of China & Emerging Markets Strategy Center of Global Marketing Group (Current) | |||||
Jan. 2011 | General Manager of Service & Support Center of Global Marketing Group |
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Name |
Current Position |
Date |
Business Experience | |||
Soichi Nagamatsu (March 25, 1951) |
Corporate Senior Vice President (General Manager of Network Appliance Business Group) |
July 2004 | Joined the Company | |||
July 2004 | Vice General Manager of Research and Development Group | |||||
Apr. 2006 | Corporate Vice President | |||||
Apr. 2006 | General Manager of Research and Development Group | |||||
Apr. 2006 | General Manager of Corporate Technology Planning Division | |||||
Apr. 2007 | General Manager of Office System Development Center of Research and Development Group | |||||
Apr. 2008 | General Manager of Corporate Technology Development Group | |||||
Apr. 2008 | General Manager of Office Solution Technology Development Center of Corporate Technology Development Group | |||||
Apr. 2008 | General Manager of Advanced Technology R&D Center of Research and Development Group | |||||
Apr. 2008 | Chairman of Ricoh Software Research Center (Beijing) Co., Ltd. | |||||
Apr. 2009 | General Manager of Corporate Planning Division | |||||
Apr. 2010 | Corporate Senior Vice President (Current) | |||||
Apr. 2011 | General Manager of Network Appliance Business Group (Current) | |||||
Yohzoh Matsuura (April 15, 1956) |
Corporate Senior Vice President |
Apr. 1980 | Joined the Company | |||
(General Manager of MFP Business Group) |
Oct. 2004 | General Manager of Imaging Engine Development Division (Current) | ||||
(General Manager of Controller Development Division) |
Apr. 2006 Apr. 2007 Apr. 2008 Apr. 2008 |
Associate Director Deputy General Manager of MFP Business Group Corporate Vice President General Manager of Fundamental & Control Technology Center of Imaging Engine Development Division | ||||
Apr. 2010 Apr. 2010 |
Corporate Senior Vice President (Current) General Manager of Platform Development Center of Imaging Engine Development Division (Current) | |||||
July 2010 | General Manager of MFP Business Group (Current) | |||||
Apr. 2011 | General Manager of Controller Development Division (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Kohji Sawa (June 5, 1948) |
Corporate Senior Vice President (General Manager of Production Business Group) |
Apr. 1971 | Joined the Company | |||
Apr. 1998 | General Manager of Imaging System Component Production Division | |||||
Apr. 2000 | General Manager of Procurement Control Center | |||||
July 2001 | General Manager of Optical Component Development Center | |||||
June 2002 | Senior Vice President | |||||
June 2005 | Corporate Vice President General Manager of Information Technology and Solution Division | |||||
Apr. 2008 | Corporate Senior Vice President of Ricoh Elemex Corporation | |||||
June 2008 | President of Ricoh Elemex Corporation | |||||
Apr. 2011 | Corporate Senior Vice President (Current) | |||||
Apr. 2011 | General Manager of Production Business Group (Current) | |||||
Kenichi Matsubayashi (June 5, 1948) |
Corporate Senior Vice President (General Manager of RS Products Division of Production Business Group) |
Apr. 1971 | Joined the Company | |||
Apr. 1995 | Manager of RS Business Planning Department | |||||
Oct. 2003 | General Manager of RS Products | |||||
June 2005 | Division of Production Business Group (Current) | |||||
June 2005 | Corporate Vice President | |||||
Apr. 2011 | Corporate Senior Vice President (Current) | |||||
Yoshinori Yamashita (August 22, 1957) |
Corporate Senior Vice President |
Apr. 1980 | Joined the Company | |||
(General Manager of Corporate Planning Division) (General Manager of New Business Development Center of Corporate Planning Division) |
Mar. 2004 | General Manager of Production Strategic Center of Production Business Group | ||||
Apr. 2008 | President of Ricoh Electronics, Inc. | |||||
Apr. 2009 | Associate Director | |||||
Apr. 2010 | Corporate Vice President | |||||
Apr. 2011 | Corporate Senior Vice President (Current) | |||||
Apr. 2011 | General Manager of Corporate Planning Division (Current) | |||||
Apr. 2011 | General Manager of New Business Development Center of Corporate Planning Division (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Kiyoto Nagasawa (August 16, 1948) |
Corporate Vice President (President of Electronic Devices Company) (Chairman of Ricoh Electronics Devices Shanghai Co., Ltd.) |
Apr. 1973 | Joined the Company | |||
Apr. 2001 | General Manager of C&F Business Division 2 | |||||
June 2002 | Senior Vice President | |||||
June 2005 | General Manager of Quality of Management Division | |||||
June 2005 | Corporate Vice President (Current) | |||||
Apr. 2009 | President of Electronic Devices Company (Current) | |||||
Apr. 2009 | Chairman of Ricoh Electronics Devices Shanghai Co., Ltd. (Current) | |||||
Yutaka Ebi (October 20, 1949) |
Corporate Vice President |
Apr. 1972 | Joined the Company | |||
(General Manager of Legal & Intellectual Property Division) |
Apr. 2001 | General Manager of Imaging Technology Division | ||||
June 2002 | Senior Vice President | |||||
Oct. 2004 | General Manager of Legal & Intellectual Property Division (Current) | |||||
June 2005 | Corporate Vice President (Current) | |||||
Kazuhiro Yuasa (September 1, 1952) |
Corporate Vice President |
Apr. 1977 | Joined the Company | |||
(President of Personal Multi Media Company) |
Apr. 2001 | Deputy General Manager of ICD Division of Personal Multi Media Company | ||||
Oct. 2002 | Deputy General Manager of ICS Division of Personal Multi Media Company | |||||
Nov. 2002 | General Manager of ICS Division of Personal Multi Media Company | |||||
Apr. 2006 | Associate Director | |||||
Apr. 2006 | President of Personal Multi Media Company (Current) | |||||
Apr. 2008 | Corporate Vice President (Current) | |||||
Katsumi Kurihara (March 24, 1956) |
Corporate Vice President (General Manager of Quality of Management Division) (General Manager of Quality and Process Innovation Center of Quality of Management Division) |
Apr. 1978 | Joined the Company | |||
Apr. 2004 | Deputy General Manager of Engineering Process Innovation Center of MFP Business Group | |||||
Apr. 2006 | General Manager of Engineering Process Innovation Center of MFP Business Group | |||||
Apr. 2007 | Deputy General Manager of Office Business Planning Center | |||||
Apr. 2007 | General Manager of Engineering Process Innovation Center of Office Business Planning Center | |||||
Apr. 2008 | Associate Director | |||||
Apr. 2009 | General Manager of Quality of Management Division (Current) | |||||
Apr. 2009 | General Manager of Engineering Process Innovation Center of Quality of Management Division | |||||
Apr. 2010 | Corporate Vice President (Current) | |||||
Apr. 2011 | General Manager of Quality and Process Innovation Center of Quality of Management Division (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Junichi Matsuno (April 18, 1954) |
Corporate Vice President |
Apr. 2008 | Joined the Company | |||
(General Manager of GJ Design & Development Division) |
Apr. 2008 | Deputy General Manager of Corporate Technology Development Group | ||||
(General Manager of GC Development Center of GJ Design & Development Division) |
Apr. 2008 | General Manager of Printing Technology Development Center of Corporate Technology Development Group | ||||
Apr. 2008 | Deputy General Manager of LE Development Center of GJ Design & Development Division | |||||
Apr. 2009 | Associate Director | |||||
Apr. 2009 | General Manager of GJ Design & Development Division (Current) | |||||
Apr. 2009 | General Manager of Technology Strategy Center of GJ Design & Development Division | |||||
Apr. 2010 | Corporate Vice President (Current) | |||||
Apr. 2011 | General Manager of GC Development Center of GJ Design & Development Division (Current) | |||||
Kunihito Minakawa (August 15, 1954) |
Corporate Vice President (General Manager of Finance and Accounting Division) (General Manager of CRGP Office) |
Apr. 1978 | Joined the Company | |||
June 2008 | General Manager of Business Strategy & Planning Center of International Business Group | |||||
Apr. 2009 | Associate Director | |||||
Apr. 2009 | General Manager of Finance and Accounting Division (Current) | |||||
Apr. 2010 | Corporate Vice President (Current) | |||||
Apr. 2011 | General Manager of CRGP Office (Current) | |||||
Seiji Sakata (September 12, 1958) |
Corporate Vice President (General Manager of Human Resources Division) (General Manager of General Administration Corporate Strategic Center of Human Resources Division) (Deputy General Manager of Corporate Sports Promotion Center) |
Apr. 1981 | Joined the Company | |||
Apr. 2008 | Deputy General Manager of MFP Business Group (Current) | |||||
Oct. 2008 | General Manager of 2nd Designing Center of MFP Business Group | |||||
Apr. 2009 | Associate Director | |||||
Apr. 2009 | General Manager of Controller Development Division (Current) | |||||
Apr. 2010 Apr. 2011 |
Corporate Vice President (Current) General Manager of Human Resources Division (Current) | |||||
Apr. 2011 | General Manager of General Administration Corporate Strategic Center of Human Resources Division (Current) | |||||
Apr. 2011 | Deputy General Manager of Corporate Sports Promotion Center |
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Name |
Current Position |
Date |
Business Experience | |||
Kiyotaka Yamada (January 27, 1952) |
Corporate Vice President |
Apr. 1976 | Joined the Company | |||
(General Manager of Information Technology and Solution Division) |
Oct. 2004 Jan. 2011 |
President of Ricoh UK Products Ltd. General Manager of Business Process Reengineering Division of Business Process Reengineering Group | ||||
Apr. 2011 | Corporate Vice President (Current) | |||||
Apr. 2011 | General Manager of Information Technology and Solution Division (Current) | |||||
Hidenobu Endoh (January 17, 1959) |
Corporate Vice President (General Manager of Printer Business Group) (General Manager of GJ Designing Center of Printer Business Group) |
Apr. 1981 | Joined the Company | |||
Apr. 2007 | General Manager of GJ Designing Center of Printer Business Group (Current) | |||||
Oct. 2009 Apr. 2011 |
Deputy General Manager of Printer Business Group Corporate Vice President (Current) | |||||
Apr. 2011 | General Manager of Printer Business Group (Current) | |||||
Kazuo Nishinomiya (August 22, 1960) |
Corporate Vice President (President of PC Unit Products Company) |
Apr. 1983 | Joined the Company | |||
Jan. 2007 | President of Ricoh Industrie France S.A.S. | |||||
Apr. 2010 | President of PC Unit Products Company (Current) | |||||
Apr. 2011 | Corporate Vice President (Current) |
Group Executive Officers of the Company as of June 24, 2011 were as follows:
Kazuo Togashi (November 28, 1949) |
Corporate Executive Vice President |
See above for his business experience and other information. | ||||
Chairman and CEO (Chief Executive Officer) of Ricoh Americas Holdings, Inc.) |
||||||
(Chairman and CEO (Chief Executive Officer) of Ricoh Americas Corporation) |
||||||
(General Manager of Americas Marketing Group) |
||||||
Sadahiro Arikawa (March 31, 1949) |
Corporate Senior Vice President (President of Ricoh Leasing Co., Ltd.) |
Apr. 1971 | Joined the Company | |||
Apr. 2001 | General Manager of Fukuoka Branch of Marketing Group | |||||
Dec. 2001 | President of Ricoh Kyusyu Co., Ltd. | |||||
Apr. 2004 | General Manager of Major Accounts Marketing Division | |||||
June 2004 | Senior Vice President | |||||
June 2005 | Corporate Vice President | |||||
Apr. 2009 | Associate Director | |||||
Apr. 2009 | Corporate Senior Vice President of Ricoh Leasing Co., Ltd. | |||||
June 2009 | President of Ricoh Leasing Co., Ltd. (Current) | |||||
June 2009 | Corporate Senior Vice President (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Hiroshi Tsuruga (November 18, 1948) |
Corporate Vice President |
Apr. 1971 | Joined the Company | |||
(President of Tohoku Ricoh Co., Ltd.) |
Apr. 1999 | General Manager of Information Technology and Solution Division | ||||
June 2002 | Senior Vice President | |||||
June 2005 | Deputy President of Tohoku Ricoh Co., Ltd. | |||||
June 2005 | Corporate Vice President (Current) | |||||
Apr. 2006 | President of Tohoku Ricoh Co., Ltd. (Current) | |||||
Norihisa Goto (March 8, 1949) |
Corporate Vice President (President of Ricoh Technosystems Co., Ltd. |
Apr. 1972 | Joined the Company | |||
Oct. 1997 | President of Ricoh Deutschland GmbH | |||||
Mar. 2001 | Chairman of Lanier Worldwide, Inc. | |||||
Jan. 2003 | President of Lanier Worldwide, Inc. | |||||
June 2003 | Senior Vice President | |||||
June 2005 | Corporate Vice President (Current) | |||||
June 2006 | Vice Chairman of Ricoh Corporation (now Ricoh Americas Corporation) | |||||
June 2006 | CEO (Chief Executive Officer) of Ricoh U.S. - Ricoh Corporation (now Ricoh U.S. - Ricoh Americas Corporation) | |||||
Oct. 2008 | Deputy General Manager of Production Printing Business Group | |||||
Apr. 2009 | General Manager of Production Printing Business Group | |||||
Apr. 2011 | President of Ricoh Technosystems Co., Ltd. (Current) | |||||
Yoshihiro Niimura |
Corporate Vice President |
Apr. 1975 | Joined the Company | |||
(May 22, 1951) |
(President of Ricoh China Co., Ltd.) (Chairman and President of Ricoh Electronic Technology (China) Co., Ltd.) (General Manager of China Marketing Group) |
June 2004 | President of Ricoh China Co., Ltd. (Current) | |||
June 2004 | Chairman and President of Ricoh Electronic Technology (China) Co., Ltd. (Current) | |||||
June 2004 | Senior Vice President | |||||
June 2005 | Corporate Vice President (Current) | |||||
June 2009 | General Manager of China Marketing Group (Current) | |||||
Michel De Bosschere (June 16, 1948) |
Corporate Vice President (Chairman of Ricoh Belgium N.V.) (President of Ricoh France S.A.S.) (General Manager of China Marketing Group) |
June 1993 Jan. 2000 June 2004 June 2005 |
Managing Director of Nashua/tec Benelux President of NRG Benelux B.V. Senior Vice President Corporate Vice President (Current) | |||
Aug. 2007 Nov. 2007 |
President of Ricoh Nederland B.V. Chairman of NRG Benelux B.V. Chairman of Ricoh Nederland B.V. | |||||
Nov. 2007 | Chairman of Ricoh Belgium N.V. (Current) | |||||
Chairman of NRG Belgium S.A. | ||||||
Mar. 2009 | President of Ricoh France S.A.S. (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Daisuke Segawa (July 21, 1954) |
Corporate Vice President (President and COO (Chief Operating Officer) of Ricoh Production Print Solutions Company, LLC) (Deputy General Manager of Production Printing Business Group) |
Mar. 1980 | Joined the Company | |||
Dec. 1998 Oct. 2004 |
General Manager of Treasury Department General Manager of Corporate Planning Division | |||||
June 2005 Apr. 2006 |
Corporate Vice President General Manager of Finance and Accounting Division | |||||
July 2008 | Senior Vice President of InfoPrint Solutions Company, LLC | |||||
Apr. 2009 | Associate Director | |||||
May 2009 | President and CEO (Chief Executive Officer) of InfoPrint Solutions Company, LLC | |||||
June 2009 | Corporate Vice President (Current) | |||||
Dec. 2010 | General Manager of NPPC Preparation Office | |||||
Apr. 2011 | Deputy General Manager of Production Printing Business Group (Current) | |||||
Apr. 2011 | President and COO (Chief Operating Officer) of Ricoh Production Print Solutions, LLC. (Current) | |||||
Shuzo Saito (August 31, 1949) |
Corporate Vice President (Chairman and CEO (Chief Executive Officer) of Ricoh Europe PLC) (Chairman of Ricoh Europe B.V.) (General Manager of Europe Marketing Group) |
Apr. 1973 | Joined the Company | |||
Apr. 2000 Apr. 2006 |
President of Ricoh Asia Pacific, Pte. Ltd. President of NRG Group PLC | |||||
Apr. 2007 Apr. 2011 |
President of Ricoh Europe PLC Corporate Vice President (Current) | |||||
Apr. 2011 | Chairman and CEO (Chief Executive Officer) of Ricoh Europe PLC (Current) | |||||
Apr. 2011 | Chairman of Ricoh Europe B.V. (Current) | |||||
Apr. 2011 | General Manager of Europe Marketing Group (Current) | |||||
Takashige Itoh (June 19, 1949) |
Corporate Vice President |
Apr. 1973 | Joined the Company | |||
(President of Ricoh Elemex Corporation) |
Apr. 2008 | Chairman and CEO (Chief Executive Officer) of Shanghai Ricoh Facsimile Co., Ltd. | ||||
Apr. 2008 | Chairman and CEO (Chief Executive Officer) of Shanghai Ricoh Digital Equipment Co., Ltd. | |||||
Apr. 2008 | Chairman of Ricoh Imaging Technology (Shanghai) Co., Ltd. | |||||
Apr. 2011 | Corporate Vice President (Current) | |||||
Apr. 2011 | President of Ricoh Elemex Corporation (Current) |
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Name |
Current Position |
Date |
Business Experience | |||
Nobuaki Majima (May 24, 1952) |
Corporate Vice President (President of Ricoh Asia Pacific, Pte. Ltd.) (General Manager of Asia Pacific Marketing Group) |
Apr. 1981 | Joined the Company | |||
Mar. 2001 | President of Ricoh Deutschland GmbH | |||||
Apr. 2006 | President of Ricoh Asia Pacific, Pte. Ltd. (Current) | |||||
Apr. 2008 | Associate Director | |||||
Apr. 2009 | Corporate Vice President (Current) | |||||
June 2009 | General Manager of Asia Pacific Marketing Group (Current) |
There are no family relationships between any Director, Corporate Auditor or Executive Officer and any other Director, Corporate Auditor or Executive Officer of the Company. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person named above was selected as a Director, Corporate Auditor, Executive Officer, or a Group Executive Officer.
B. Compensation
The aggregate remuneration, including bonuses but excluding retirement allowances, paid by the Company for fiscal year 2011 to all Directors, Corporate Auditors, Executive Officers and Group Executive Officers of the Company who served during fiscal year 2011 was ¥923 million.
Bonuses to be received by the director are determined by a resolution of an ordinary general meeting of shareholders of the Company. Bonuses so paid are not deductible by the Company for tax purposes and, for financial reporting purposes, are reported under selling, general and administrative expenses as a charge against income and are based on the Companys financial performance for the fiscal year. During fiscal year 2012, the Company will pay bonuses in the total amount of ¥82 million to Directors as a group in their capacity as such (excluding bonuses for their services as employees) in respect of fiscal year 2012, as approved by the Companys shareholders at the Ordinary General Meeting of Shareholders held on June 24, 2011.
In accordance with customary Japanese business practice, when a Director or Corporate Auditor retires, a proposal to pay a lump-sum retirement allowance is submitted to the shareholders for their approval. After shareholders approval is obtained, the amount of the retirement allowance for a Director or Corporate Auditor is fixed by the Board of Directors or Board of Corporate Auditors and generally reflects his remuneration and position at the time of retirement, the length of his service as a Director or Corporate Auditor and his contribution to the Companys performance. At the Ordinary General Meeting of Shareholders held on June 27, 2007, the shareholders approved the abolishment of this retirement allowance system. Accordingly, the Company will pay incumbent Directors and Corporate Auditors their final retirement allowances corresponding to their tenure through June 27, 2007 in accordance with standards prescribed by the Company. The amount of such final retirement allowance through June 27, 2007 is ¥498 million, for which the Company has established a reserve.
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The Company abolished the retirement system as described above, in its place the Company introduced stock price-linked remuneration for its Directors by enhancing of the bonuses for directors with the Companys financial performance. Under this new system, the Company will pay a specified amount of remuneration to Directors each month, which amount will be contributed to the stock purchasing system to purchase the Companys stock. Each Director will be required to hold the Companys stock purchased under this system for the tenure of their office. One of the objectives of this system is to align the interests of the Directors with the interests of the shareholders on a long-term basis, which Ricoh believes will also strengthen the incentives to enhance shareholder value.
C. Board Practices
Under the Corporation Law of Japan, all Directors and Corporate Auditors shall be elected at the General Meeting of Shareholders. In general, under the Articles of Incorporation of the Company, the terms of office of Directors shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last fiscal year ending within two years after their election, and the terms of office of Corporate Auditors shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last fiscal year ending within four years after their election. However, both the Directors and Corporate Auditors may serve any number of consecutive terms.
From among the Directors, the Board of Directors shall elect one or more Representative Directors. Each of the Representative Directors has the statutory authority to represent the Company in the conduct of its affairs.
The Corporate Auditors of the Company are not required to be and are not certified public accountants. However, at least half of the Corporate Auditors must be a person who has not been a Director, executive officer, manager, or employee of the Company or any of its subsidiaries prior to his or her election as a Corporate Auditor. The Corporate Auditors may not at the same time be Directors, executive officers, managers, or employees of the Company or any of its subsidiaries. Each Corporate Auditor has the statutory duty to examine the financial statements and business reports to be submitted by the Board of Directors at the General Meeting of Shareholders and also to supervise the administration by the Directors of the Companys affairs. Corporate Auditors are entitled and obligated to participate in meetings of the Board of Directors but are not entitled to vote. Under the Corporation Law, the Board of Corporate Auditors has a statutory duty to prepare and submit its audit report to the Board of Directors each year. A Corporate Auditor may note his or her opinion in the audit report if it is different from the opinion of the Board of Corporate Auditors that is expressed in the audit report. The Board of Corporate Auditors is empowered to establish audit principles, the method of examination by the Corporate Auditors of the Companys affairs and financial position, and other matters concerning the performance of the Corporate Auditors duties. The Company does not have an audit committee.
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There are no Directors service contracts with Ricoh providing for benefits upon termination of service. For additional information regarding director compensation, see Item 6.B.
D. Employees
The table below provides information about employees.
As of March 31, | ||||||||||||
2009 | 2010 | 2011 | ||||||||||
Categorized by Operating Segment |
||||||||||||
Imaging & Solutions |
100,302 | 100,449 | 100,959 | |||||||||
Industrial Products |
3,150 | 3,109 | 3,056 | |||||||||
Other |
3,911 | 3,859 | 3,868 | |||||||||
Headquarters |
1,114 | 1,108 | 1,131 | |||||||||
Total |
108,477 | 108,525 | 109,014 | |||||||||
Categorized by Geographic Location |
||||||||||||
Domestic |
40,865 | 41,118 | 40,072 | |||||||||
Overseas |
67,612 | 67,407 | 68,942 | |||||||||
Total |
108,477 | 108,525 | 109,014 | |||||||||
Ricoh believes it is one of the few companies with a base in Japan with a large labor force which is not unionized. There has been no significant labor dispute in fiscal year 2011 and Ricoh knows of no efforts to organize a union. Ricoh generally believes its employee relations to be good.
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E. Share Ownership
The following table lists the number of Common Stock owned by each Director, Corporate Auditor and Executive Officer of the Company as of June 24, 2011. None of the Companys Directors, Corporate Auditors or Executive Officers is a beneficial owner of more than 1% of the Companys Common Stock. Collectively, the Directors, Corporate Auditors and Executive Officers beneficially own approximately 0.04% of the total Company Common Stock issued.
Name |
Position |
Number of Shares | ||||
Masamitsu Sakurai |
Chairman of the Board and Director | 35,000 | ||||
Shiro Kondo |
Representative Director | 24,000 | ||||
Zenji Miura |
Representative Director | 21,000 | ||||
Takashi Nakamura |
Director | 23,693 | ||||
Kazunori Azuma |
Director | 17,000 | ||||
Hiroshi Kobayashi |
Director | 8,000 | ||||
Shiroh Sasaki |
Director | 9,000 | ||||
Yoshimasa Matsuura |
Director | 9,000 | ||||
Nobuo Inaba |
Director | 2,000 | ||||
Kazuo Togashi |
Director | 7,000 | ||||
Mochio Umeda |
Director | 1,000 | ||||
Yuji Inoue |
Corporate Auditor | 10,000 | ||||
Mitsuhiro Shinoda |
Corporate Auditor | 2,000 | ||||
Terumoto Nonaka |
Corporate Senior Vice President | 8,050 | ||||
Kenji Hatanaka |
Corporate Senior Vice President | 3,000 | ||||
Kenichi Kanemaru |
Corporate Senior Vice President | 6,000 | ||||
Hisashi Takata |
Corporate Senior Vice President | 3,000 | ||||
Soichi Nagamatsu |
Corporate Senior Vice President | 5,000 | ||||
Yohzoh Matsuura |
Corporate Senior Vice President | 1,000 | ||||
Kohji Sawa |
Corporate Vice President | 6,000 | ||||
Kenichi Matsubayashi |
Corporate Vice President | 8,000 | ||||
Yoshinori Yamashita |
Corporate Vice President | 3,000 | ||||
Kiyoto Nagasawa |
Corporate Vice President | 6,000 | ||||
Yutaka Ebi |
Corporate Vice President | 2,000 | ||||
Kazuhiro Yuasa |
Corporate Vice President | 2,000 | ||||
Katsumi Kurihara |
Corporate Vice President | 2,000 | ||||
Junichi Matsuno |
Corporate Vice President | 1,000 | ||||
Kunihito Minakawa |
Corporate Vice President | 2,000 | ||||
Seiji Sakata |
Corporate Vice President | 4,000 | ||||
Kiyotaka Yamada |
Corporate Vice President | 6,000 | ||||
Sadahiro Arikawa |
Corporate Senior Vice President | 4,000 | ||||
Hiroshi Tsuruga |
Corporate Vice President | 5,000 | ||||
Norihisa Goto |
Corporate Vice President | 3,000 | ||||
Yoshihiro Niimura |
Corporate Vice President | 7,000 | ||||
Shuzo Saito |
Corporate Vice President | 5,000 | ||||
Takashige Itoh |
Corporate Vice President | 7,000 | ||||
Nobuaki Majima |
Corporate Vice President | 6,000 | ||||
Total |
273,743 | |||||
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All shares of Common Stock of the Company carry the same voting rights.
No options to purchase securities from the Company or any of its subsidiaries were outstanding on June 24, 2011.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Major shareholders that are beneficial owners of 5% or more of the Common Stock as of March 31, 2011 are as follows:
Title of Class |
Name |
Number of Shares Owned (in thousands) |
Percentage
of Outstanding Shares Owned |
|||||||
Common Stock |
The Master Trust Bank of Japan, Ltd. (trust account) | 64,099 | 8.84 | % | ||||||
Common Stock |
Japan Trustee Services Bank, Ltd. (trust account) | 46,210 | 6.37 | |||||||
Common Stock |
Nippon Life Insurance Company | 36,801 | 5.07 |
Japan Trustee Services Bank, Ltd. is a joint venture managed by Resona Bank, Ltd., the Sumitomo Trust and Banking Co., Ltd. and Chuo Mitsui Trust Holdings, Inc.
The Master Trust Bank of Japan, Ltd. is a joint venture managed by Mitsubishi UFJ Trust and Banking Corporation, Nippon Life Insurance Company, Meiji Yasuda Life Insurance Company and the Norinchukin Trust and Banking Co., Ltd.
As far as is known to the Company, there has not been any significant change in the percentage ownership held by any major shareholders during fiscal year 2011. The major shareholders do not have different voting rights.
American Depositary Receipts (ADRs) evidencing American Depositary Shares are issued by The Bank of New York Mellon. The normal trading unit is 5 American Depositary Shares. As of March 31, 2011, 859,942 American Depositary Shares were held of record by one institutional registered holder in the United States of America.
As far as is known to the Company as of this date, it is not directly or indirectly owned or controlled by any other corporation or by the Japanese or any foreign government. As far as is known to the Company as of this date, there is no arrangement, the operation of which may at a subsequent date result in a change in control of the Company.
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B. Related Party Transactions
Ricoh sells or purchases products, materials, supplies and services to or from affiliated companies on normal commercial terms and conditions. See Note [7] to the Consolidated Financial Statements.
No Directors, Corporate Auditors or Executive Officers were indebted to the Company or its subsidiaries at any time during the latest three fiscal years. Neither the Company nor its subsidiaries expect to make any loans to Directors, Corporate Auditors or Executive Officers in the future.
C. Interest of Experts and Counsel
Not applicable.
A. Consolidated Statements and Other Information
See Item 18. Financial Statements and pages F-1 through F-52.
Legal or arbitration proceedings
There are no material pending legal or arbitration proceedings to which Ricoh is a party.
Dividend Policy
Ricoh endeavors to provide stable dividends to its shareholders by boosting profitability. At the same time, Ricoh undertakes to increase retained earnings to reinforce its corporate structure and to cultivate new businesses. Ricoh uses such retained earnings to strengthen its core businesses and invest in new fields with medium- and long-term perspectives. See Item 10 Dividends for important information on the Companys dividend payment procedure and restrictions.
B. Significant Changes
No significant changes have occurred since the date of the Consolidated Financial Statements included in this report.
A. Offer and Listing Details
The primary market for the Companys Common Stock is the Tokyo Stock Exchange (the TSE) in the form of original Common Stock.
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The Companys Common Stock has been listed on the TSE since 1949, and in Japan it is also listed on the Osaka Stock Exchange, the Nagoya Stock Exchange, the Fukuoka Stock Exchange and the Sapporo Stock Exchange. In addition, the Companys Common Stock is listed outside of Japan on the following stock exchange: Euronext Paris.
In the United States, the Companys American Depositary Shares are traded on the Over-the-Counter Market in the form of ADRs and are issued and exchanged by The Bank of New York Mellon, as depositary. The following table sets forth for the periods indicated the reported high and low sales prices of the Companys Common Stock on the TSE and the reported high and low sales prices per share of the Companys ADSs on the Over-the-Counter Market.
Tokyo Stock Exchange Price Per Share of Common Stock (Japanese Yen) |
Over-the-Counter Market Price Per American Depositary Share (5 shares of Common Stock) (U.S. Dollars) |
|||||||||||||||
High | Low | High | Low | |||||||||||||
Annual highs and lows |
||||||||||||||||
Fiscal Year 2007 |
2,775 | 1,991 | 116.50 | 88.00 | ||||||||||||
Fiscal Year 2008 |
2,950 | 1,395 | 121.25 | 69.55 | ||||||||||||
Fiscal Year 2009 |
1,986 | 770 | 93.50 | 41.50 | ||||||||||||
Fiscal Year 2010 |
1,473 | 1,089 | 79.85 | 58.69 | ||||||||||||
Fiscal Year 2011 |
1,647 | 818 | 87.95 | 53.25 | ||||||||||||
Quarterly highs and lows |
||||||||||||||||
Fiscal Year 2010 |
||||||||||||||||
1st quarter |
1,400 | 1,154 | 71.00 | 59.74 | ||||||||||||
2nd quarter |
1,414 | 1,089 | 77.25 | 58.69 | ||||||||||||
3rd quarter |
1,341 | 1,104 | 72.35 | 64.05 | ||||||||||||
4th quarter |
1,473 | 1,231 | 79.85 | 68.47 | ||||||||||||
Fiscal Year 2011 |
||||||||||||||||
1st quarter |
1,647 | 1,117 | 87.95 | 63.42 | ||||||||||||
2nd quarter |
1,260 | 1,066 | 71.88 | 62.96 | ||||||||||||
3rd quarter |
1,275 | 1,091 | 76.40 | 69.25 | ||||||||||||
4th quarter |
1,228 | 818 | 74.06 | 53.25 | ||||||||||||
Monthly highs and lows |
||||||||||||||||
December 2010 |
1,232 | 1,162 | 73.50 | 69.30 | ||||||||||||
January 2011 |
1,228 | 1,159 | 74.06 | 70.40 | ||||||||||||
February 2011 |
1,182 | 1,046 | 71.28 | 63.54 | ||||||||||||
March 2011 |
1,091 | 818 | 66.58 | 53.25 | ||||||||||||
April 2011 |
977 | 885 | 57.94 | 53.86 | ||||||||||||
May 2011 |
913 | 825 | 55.73 | 50.11 |
Notes: | (1) | Price per share of Common Stock is as reported by the TSE. | ||
(2) | Price per ADSs is based upon one ADS representing 5 shares of Common Stock as reported by the Over-the-Counter Market Bulletin Board®. |
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B. Plan of Distribution
Not applicable.
C. Markets
See Item 9.A. for a list of the stock exchanges on which the securities are listed.
See Item 10.B. for certain information relating to the Common Stock of the Company.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Organization
Ricoh Company, Ltd. was incorporated in Japan under the Commercial Code of Japan and is deemed to remain to exist under the Corporation Law (Kaisha-ho; Law No. 86 of 2005) which took effect as of May 1, 2006. It is registered in the Commercial Register (shogyo tokibo) maintained by the Tokyo Legal Affairs Bureau of the Ministry of Justice.
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Objectives and Purposes
Article 3 of the Articles of Incorporation of the Company provides that its purpose is to engage in the following business activities:
1. | Manufacture and sale of optical equipment, office equipment, printing equipment, audio equipment, electrical equipment, electronic equipment, communication equipment, precision equipment, measuring equipment, lighting equipment, healthcare equipment, other general machinery, and accessories and supplies thereof; |
2. | Manufacture and sale of electronic devices relating to the products described in any of the foregoing items and other products, as well as production and sale of software relating to the products described in any of the foregoing items and other products; |
3. | Installation work and electrical communication work of the products described in any of the foregoing items; |
4. | Manufacture and sale of photographic sensitive materials and duplicating papers; |
5. | Manufacture and sale of various raw materials for photographic sensitive materials, and various chemical materials for chemical industries; |
6. | Manufacture, processing and sale of papers, pulps, textiles, general merchandise and by-products thereof; |
7. | Investment in, or sale of the products of, other companies. |
8. | Import and Export of the goods described in any of the foregoing items and other goods of every kind and description; |
9. | Collection, recycling, and trading of used items relating to the products described in any of the foregoing items; |
10. | Telecommunication business, and information services business, such as information processing, information provision, etc; |
11. | Provision of business representative service; |
12. | Investigation and analysis concerning the environment, and consulting concerning the reduction of the environmental impact; |
13. | Brokerage business for casualty insurance and insurance brokerage under the Automobile Liability Security Law of Japan; |
14. | Direct marketing through the Internet, facsimile, telephone, etc; |
15. | Business relating to printing, publishing, leasing, financing, cargo handling, transport, warehousing, clothing, hotel, as well as leasing, sale, brokering and administration of real estate; |
16. | Investigation, Survey, research and development, establishment of system, and consulting incidental or relating to any of the foregoing items; and |
17. | Any and all business incidental or relating to any of the foregoing items. |
Directors
Under the Corporation Law, the Board of Directors has executive powers and duties to manage the affairs of the Company and each Representative Director, who is elected from among the Directors by the Board of Directors, has the statutory authority to represent the Company in all respects. Under the Corporation Law, the Directors must refrain from engaging in any business competing with the Company unless approved by the Board of Directors and any Director who has a material interest in the subject matter of a resolution to be taken by the Board of Directors cannot vote in such resolution. The total amount of remuneration to Directors and to Corporate Auditors is subject to approval at the General Meeting of Shareholders. Within such authorized amounts the Board of Directors and the Board of Corporate Auditors respectively determine the compensation to each Director and Corporate Auditor.
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Except as stated below, neither the Corporation Law nor the Companys Articles of Incorporation make a special provision as to the Directors or Corporate Auditors power to vote in connection with their compensation, borrowing powers exercisable by a Representative Director (or a Director who is given power by a Representative Director to exercise such powers), their retirement age or requirement to hold any shares of capital stock of the Company. The Corporation Law specifically requires the resolution of the Board of Directors for a corporation to acquire or dispose of material assets; to borrow substantial amounts of money; to employ or discharge from employment important employees, such as managers (shihainin); to establish, change or abolish a material corporate organization such as a branch office; to decide certain important matters related to the offering as to subscription of bonds; to establish a system necessary to ensure appropriateness of business operations of a joint stock corporation (kabushiki kaisha), including compliance with the laws and regulations and the Articles of Incorporation by the Directors in performing their duties. The Regulations of the Board of Directors of the Company require a resolution of the Board of Directors for the Companys borrowing or lending of a significant amount of money or giving of a guarantee in a large amount.
Set forth below is certain information relating to the Common Stock of the Company, including brief summaries of certain provisions of the Companys Articles of Incorporation and Share Handling Regulations, as currently in effect, and of the Corporation Law of Japan relating to a joint stock company (kabushiki kaisha) and certain related legislation.
General
The presently authorized capital stock of the Company is 1,500,000,000 shares. Under the Corporation Law, shares of the Company (which chose under Article 7 of its Articles of Incorporation to issue share certificates) are transferable by delivery of share certificates, but in order to assert shareholders rights against the Company, the transferee must generally have his name registered in the Companys register of shareholders. Shareholders are required to file their names, addresses and seals with The Chuo Mitsui Trust & Banking Co., Ltd., the custodian of the shareholders register (kabu-nushi meibo kanrinin), transfer agent for the Companys Common Stock, and shareholders not resident in Japan are required to file a mailing address in Japan or appoint a resident proxy in Japan. These requirements do not apply to the holders of ADRs.
The central clearing system of share certificates under the Law Concerning Central Clearing of Share Certificates and Other Securities of Japan applies to the shares of Common Stock of the Company. Pursuant to this system a holder of shares of Common Stock is able to choose, at his discretion, to participate in this system and all certificates of shares of Common Stock elected to be put into this system are deposited with the central clearing system and all such shares are registered in the name of the clearing house in the Companys register of shareholders. Each participating shareholder is in turn registered in the register of beneficial shareholders and treated the same way as shareholders registered in the Companys register of shareholders.
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Dividends
The Articles of Incorporation of the Company provide that the accounts shall be closed on March 31 of each year and that dividends, if any, shall be paid to the shareholders of record as of the end of such fiscal period. After the close of the fiscal period, the Board of Directors prepares, among other things, accounting documents (financial statements) and the attachments thereto for dividends and other purposes; these documents are to be submitted to the Corporate Auditors of the Company and to the Accounting Auditors and then submitted for approval by an annual Ordinary General Meeting of Shareholders, which is normally held in June of each year and the distribution of surplus (joyo-kin) is to be decided upon by shareholders at such Meeting. In addition to provisions for dividends, if any, and for the reserve, bonuses to Directors and Corporate Auditors will also be decided upon at this Meeting. In addition to a distribution of annual dividends, the Board of Directors of the Company may by its resolution declare an interim dividend pursuant to Article 454, paragraph 5 of the Corporation Law to shareholders who are registered in the Companys register of shareholders at the end of each September 30, subject to the limitations described below.
The Corporation Law provides that the Company may not make any distribution of surplus by way of dividends in cash unless it has set aside in its reserve an amount equal to at least one-tenth of any amount paid out as an appropriation of retained earnings (including any payment by way of annual dividend and bonuses to Directors and Corporate Auditors) or equal to one-tenth of any interim dividend. The Corporation Law permits the Company to distribute surplus by way of dividends. First, surplus is calculated by adding (i), (ii), (iii) and (iv) described below and subtracting (v), (vi) and (vii) described below from such aggregate of (i) through (iv): (i) amount determined by subtracting the aggregate of (c), (d) and (e) described below from the aggregate of (a) and (b) described below as of the final date of the last fiscal year; (a) amount of assets, (b) the aggregate amount of the book value of the treasury stock, (c) amount of liabilities, (d) the aggregate amount of the stated capital and the reserve and (e) the aggregate of each amount entered under respective accounting titles (kanjo kamoku) set forth under the relevant Ordinance of the Ministry of Justice, (ii) amount determined by subtracting the book value of the treasury stock from the consideration for the treasury stock disposed of, if any, after the final date of the last fiscal year, (iii) amount of reduction of the stated capital, if any, after the final date of the last fiscal year, (iv) amount of reduction of the reserve, if any, after the final date of the last fiscal year, (v) book value of the treasury stock, if any, cancelled after the final date of the last fiscal year, (vi) amount determined by adding (a) through (c) described below in the event that surplus is distributed after the final date of the last fiscal year: (a) the aggregate of the book value of assets for distribution set forth under Article 454, paragraph 1, item 1 of the Corporation Law (regarding distribution of surplus), (b) the aggregate of each sum of the money given to the shareholders who exercised the right to monetary distribution set forth under Article 454, paragraph 4, item 1 of the Corporation Law (regarding distribution in kind) and (c) the aggregate of each sum of the money given to each shareholder holding shares of which number is less than a certain number to be set forth by the Company pursuant to Article 454, paragraph 4, item 2 of the Corporation Law (regarding distribution in kind), (vii) the aggregate of each amount entered under respective accounting titles set forth under the relevant Ordinance of the Ministry of Justice. Second, the distributable amount is calculated by subtracting the aggregate of (iii), (iv), (v) and (vi) described below from the aggregate of (i) and (ii) described below: (i) surplus; (ii) the aggregate of the following items (a) and (b) in the event that extraordinary accounting documents are approved by the shareholders meeting or by the Board of Directors, as the case may be; (a) the aggregate of each amount entered as profit under respective accounting titles set forth under the relevant Ordinance of the Ministry of Justice during a period of time in question, (b) consideration for the treasury stock disposed of, if any, during such period; (iii) the book value of the treasury stock; (iv) the consideration for treasury stock disposed of, if any, after the final date of the last fiscal year; (v) the aggregate of each amount entered as loss under respective accounting titles set forth under the relevant Ordinance of the Ministry of Justice during the same period as stated in (ii) above; and (vi) the aggregate of each amount entered under the respective accounting titles set forth under the relevant Ordinance of Ministry of Justice. The Company may distribute such distributable amount to shareholders.
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The Corporation Law does not provide for stock dividends but provides for free share allotment under Article 185. The Board of Directors may by resolution issue and allot new shares to the shareholders on a prorated basis without receiving any consideration/contribution as issue price. In addition, under the Corporation Law, the Board of Directors may by resolution issue additional shares by way of a stock split, while the General Meeting of Shareholders by resolution transfers any amount which is distributable as dividends to stated capital, and thus the same effect as a stock dividend can be achieved.
In Japan, the ex-dividend date and the record date for dividends precede the date of determination of the amount of the dividend to be paid.
In accordance with the Companys Articles of Incorporation, once a right to any dividends is accrued and has become due and payable, such right to dividends will lapse after three years from the due date.
Transfer of reserve to stated capital and stock splits
When the Company issues new shares of Common Stock, the entire amount of the issue price of such new shares is required to be accounted for as stated capital, although the Company may account for an amount not exceeding one-half of such issue price as capital surplus. The General Meeting of Shareholders may by resolution transfer the whole or any part of reserve to stated capital. On the other hand, the Board of Directors may by resolution issue to shareholders additional shares of Common Stock without receiving any consideration/contribution as issue price by way of free allotment of shares or stock split without referring to the whole or any part of the amount of reserve so transferred to stated capital.
General meeting of shareholders
The Ordinary General Meeting of Shareholders to settle accounts of the Company for each fiscal period is normally held in June each year in Ota-ku, Tokyo, Japan. In addition, the Company may hold an extraordinary General Meeting of Shareholders whenever necessary by giving at least two weeks advance notice to shareholders.
Notice of a Shareholders Meeting setting forth the place, time and purpose thereof, must be mailed to each shareholder having voting rights (or, in the case of a non-resident shareholder, to his resident proxy or mailing address in Japan) at least two weeks prior to the date set for the meeting. Such notice may also be furnished to shareholders by electronic means with such shareholders consent.
Any shareholders holding at least 300 voting shares or 1% of the total number of outstanding voting shares for six months or more may propose a matter to be considered at a General Meeting of Shareholders by submitting a written request to Directors at least eight weeks prior to the date set for such Meeting. Such request may be submitted by electronic means with the Companys consent.
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Voting rights
A shareholder is entitled to one vote per share subject to the limitations on voting rights set forth in the following paragraph below and in the sections entitled Unit share system through Voting rights of a holder of shares representing less than one unit below. Except as otherwise provided by law or by the Companys Articles of Incorporation, a resolution can be adopted at a General Meeting of Shareholders by a majority of the shares having voting rights represented at the meeting. Special resolutions provided for in paragraph 2, Article 309 of the Corporation Law shall be adopted by the vote of the shareholders not less than two-thirds (2/3) of those present at a meeting whereby one-third (1/3) of voting rights of all of the shareholders shall constitute a quorum. The Corporation Law and the Companys Articles of Incorporation provide, however, that the quorum for the election of Directors and Corporate Auditors shall not be less than one-third of the total number of outstanding shares having voting rights. The Companys shareholders are not entitled to cumulative voting in the election of Directors. A corporate shareholder, more than one-quarter of whose outstanding voting shares are directly or indirectly owned by the Company, may not exercise its voting rights in respect of the shares of the Company. The Company has no voting rights with respect to its own Common Stock. Shareholders may exercise their voting rights through proxies provided that the proxies are also shareholders holding voting rights. The Companys shareholders also may cast their votes in writing.
The Corporation Law provides that in order to amend the Articles of Incorporation and in certain other instances, including an increase in the total number of shares authorized to be issued, a reduction of the stated capital, the removal of a Director or Corporate Auditor, dissolution, merger (with an exception of a merger with a company of very small business) or consolidation of a corporation, the transfer of the whole or an important part of the business, the taking over of the whole of the business of any other corporation (with an exception of a merger with a company of very small business), any offering of new shares at a specially favorable price (or any offering of convertible bonds or debentures with specially favorable conversion conditions or of bonds or debentures with warrants or rights to subscribe for new shares with specially favorable conditions) to persons other than shareholders, the quorum shall be one-third of the total number of shares having voting rights outstanding and the approval of the holders of at least two-thirds of the shares having voting rights represented at the Meeting is required (the special shareholders resolution).
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Subscription rights (kabushiki wariatewo ukeru kenri)
Holders of the Companys Common Stock have no preemptive rights under its Articles of Incorporation. Authorized but unissued shares may be issued at such times and upon such terms as the Board of Directors determines, subject to the limitations as to the offering of new shares at a specially favorable price mentioned above. The Board of Directors may, however, determine that shareholders shall be given subscription rights regarding a particular issue of new shares, in which case such rights must be given on uniform terms to all shareholders and a notice must be given to shareholders not less than two weeks prior to the date when such rights are to be vested to shareholders. The Corporation Law provides that if a shareholder to whom such rights are given does not apply for subscription by a certain date of subscription, such shareholder will lose such rights.
Rights to subscribe for new shares may be made generally transferable by the Board of Directors. In such case, such transferable right is called call option of new shares (shinkabu yoyakuken). Whether the Company will make subscription rights generally transferable in future rights offerings will depend upon the circumstances at the time of such offerings. If subscription rights are not made generally transferable, transfers by a non-resident of Japan or a corporation organized under the laws of a foreign country or whose principal office is located in a foreign country will be enforceable against the Company and third parties only if the Companys consent to each such transfer is obtained. When such consent is necessary in the future for the transfer of subscription rights, the Company intends to consent, on request, to all such transfers by such a non-resident or foreign corporation.
Dilution
In the future it is possible that market conditions and other factors might make a rights offering to shareholders substantially below the market price of shares of Common Stock desirable. If the number of shares offered in a rights offering is substantial in relation to the number of shares outstanding and the market price exceeds the subscription price at the time of the offering, a shareholder who does not exercise and is unable otherwise to realize the full value of his subscription rights would suffer economic dilution of his equity interest in the Company.
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Liquidation rights
In the event of a liquidation of the Company, the assets remaining after payment of all debts and liquidation expenses and taxes will be distributed among the shareholders in proportion to the respective numbers of shares held.
Liability to further calls or assessments
All the Companys presently outstanding shares of Common Stock including shares represented by the American Depository Shares are fully paid and non-assessable.
Custodian of the shareholders register
The Chuo Mitsui Trust and Banking Co., Ltd. is the custodian of the shareholders register of the Companys Common Stock; as such custodian, it keeps the Companys register of shareholders and register of the lost share certificates in its office at 33-1, Shiba 3-chome, Minato-ku, Tokyo, Japan, and makes transfer of record ownership upon presentation of the certificates representing the transferred shares.
Record date
March 31 is the record date for the Companys year-end dividends. The shareholders who are registered as the holders of 1,000 shares or more in the Companys register of shareholders at the end of each March 31 are also entitled to exercise shareholders rights at the Ordinary General Meeting of Shareholders with respect to the fiscal period ending on such March 31. September 30 is the record date for interim dividends. In addition, the Company may set a record date for determining the shareholders entitled to other rights and for other purposes by giving at least two weeks public notice.
The price of the shares generally goes ex-dividend or ex-rights on Japanese stock exchanges on the third business day prior to a record date (or if the record date is not a business day, the fourth business day prior thereto), for the purpose of dividends or rights offerings.
Purchase by the Company of its common stock
The Company may purchase its own shares only in case of the events falling under Article 155 of the Corporation Law. As a matter of manner of such purchase, the Company may purchase of its own shares (i) through the Tokyo Stock Exchange or other stock exchange on which the shares are listed or by way of tender offer, if authorized by a resolution of the Board of Directors, (ii) from a specific party, if authorized by a special resolution of an Ordinary General Meeting of Shareholders, or (iii) from the Companys own subsidiary, if authorized by a resolution of the Board of Directors.
When a repurchase is made by the Company from a specified party pursuant to an authorization by a special resolution of an Ordinary General Meeting of Shareholders as noted above, shareholders may make a demand to a Representative Director, five days or more prior to the relevant Shareholders Meeting, that the Company also repurchase the shares held by that shareholder. Purchase of shares falling under Article 461, paragraph 1 of the Corporation Law must satisfy, among others, the requirement that the total amount of the repurchase price (of book value) may not exceed the distributable amount as described in Dividends above. The Company may hold its own shares as treasury stock so purchased without restriction as to a period of time to hold. However, the Company is not entitled to any voting rights or right to dividends as to such treasury stock. The Company may cancel its treasury stock that it holds by a resolution of the Board of Directors. The Company may otherwise dispose of its treasury stock by a resolution of the Board of Directors.
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Unit share system (tangenkabu seido)
Pursuant to the Corporation Law the Company has adopted 1,000 shares as one unit of shares.
Transferability of shares representing less than one unit
As adopted in the Companys Articles of Incorporation, the Company will not issue certificates for shares representing less than one unit. Since the transfer of shares normally requires delivery of the certificates therefor, fractions of a unit for which no share certificates are issued are not transferable. Shares representing less than one unit for which share certificates have been issued continue to be transferable.
Right of a holder of shares representing less than one unit to require the Company to purchase such shares
A holder of shares representing less than one unit may at any time require the Company to purchase such shares at their last reported sale price on the Tokyo Stock Exchange on the day when such request is made less applicable brokerage commission. The usual securities transfer tax is applicable to such transactions.
Right of the holder of shares to demand the purchase of shares representing less than one unit
As adopted in the Companys Articles of Incorporation and set forth in the Share Handling Regulations, a holder of shares of less-than-one-unit may request the Company to sell additional shares so that their less-than-one-unit can share constitute one unit of shares.
Other rights of a holder of shares representing less than one unit
A holder of shares representing less than one unit has certain rights in respect of such shares, including the following: (i) the right to receive dividends (including interim dividends), (ii) the right to receive shares and/or cash by way of a stock split or upon consolidation or subdivision of shares or upon a capital decrease or merger of the Company, (iii) the right to be allotted subscription rights with respect to new shares, convertible bonds and bonds with warrants to subscribe for shares when such rights are granted to shareholders and (iv) the right to participate in the distribution of surplus assets in the event of the liquidation of the Company. Other rights, including voting rights, cannot be exercised with respect to shares representing less than one unit.
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Voting rights of a holder of shares representing less than one unit
A holder of shares representing less than one unit cannot exercise any voting rights with respect to such shares. A holder of shares representing one or more whole units will have one vote for each such unit, except as stated in Voting rights above.
C. Material Contracts
All contracts entered into by Ricoh or any member of the Ricoh group during the two years preceding this report were entered into in the ordinary course of business.
D. Exchange Controls
The Foreign Exchange and Foreign Trade Law of Japan, as amended, and the cabinet orders and ministerial ordinances thereunder (the Exchange Law) govern certain matters relating to the issuance of equity-related securities by the Company and the acquisition and holding of shares of Common Stock or ADSs representing such shares by exchange non-residents and by foreign investors as hereinafter defined. The Exchange Law currently in effect does not affect the right of an exchange non-resident to purchase or sell an ADS outside of Japan.
Exchange non-residents are defined under the Exchange Law as individuals who are not resident in Japan and corporations whose principal offices are located outside of Japan. Generally branches and other offices of Japanese corporations located outside of Japan are regarded as exchange non-residents, but branches and other offices located within Japan of non-resident corporations are regarded as residents of Japan. Foreign investors are defined to be (i) individuals not resident in Japan, (ii) corporations which are organized under the laws of foreign countries or whose principal offices are located outside of Japan, and (iii) corporations of which (a) 50% or more of the shares are held by (i) and/or (ii) above, (b) a majority of officers consists of non-resident individuals or (c) a majority of the officers having the power of representation consists of non-resident individuals.
Dividends and Proceeds of Sales
Under the Exchange Law, dividends paid on, and the proceeds of sales in Japan of, shares of Common Stock held by exchange non-residents in general may be converted into any foreign currency and repatriated abroad. The acquisition of shares of Common Stock by exchange non-resident shareholders by way of stock splits is not subject to any requirements under the Exchange Law.
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Acquisition of Shares
Under the Exchange Law, acquisition of shares of a Japanese company listed on any Japanese stock exchange or traded on the over-the-counter market in Japan (listed shares) by an exchange non-resident from a resident of Japan is generally not subject to a prior filing requirement. In case a foreign investor acquires listed shares (whether from a resident of Japan or an exchange non-resident, from another foreign investor or from or through a designated securities company) and as a result of such acquisition the number of shares held directly or indirectly by such foreign investor would become 10% or more of the total outstanding shares of the company, the foreign investor is required to make a subsequent report on such acquisition to the Minister of Finance and other Ministers having jurisdiction over the business of the subject company (the Competent Ministers). In certain exceptional cases, a prior filing is required and the Competent Ministers may recommend the modification or abandonment of the proposed acquisition and, if the foreign investor does not accept the recommendation, order its modification or prohibition. The deposit of shares of Common Stock by an exchange non-resident of Japan, the issuance of ADRs in exchange therefor and the withdrawal of the underlying shares of Common Stock by an exchange non-resident upon surrender of ADRs are not subject to any requirements under the Exchange Law, except where as a result of such deposit or withdrawal the aggregate number of shares of Common Stock held by the Depositary (or its nominee) or the holder surrendering ADRs, as the case may be, would be 10% or more of the total outstanding shares of Common Stock, in which event a subsequent reporting may be required as described above.
E. Taxation
Japanese Taxation
Generally, a non-resident of Japan or a non-Japanese corporation is subject to Japanese withholding tax on dividends paid by a Japanese corporation. Generally, stock splits are not subject to Japanese income tax. According to the Income Tax Law of Japan, the rate of Japanese national withholding tax applicable to dividends paid on listed shares issued by the Company to non-residents of Japan or non-Japanese corporations is (i) 7% for the period from January 1, 2004 to March 31, 2008, and (ii) 15% thereafter, except for dividends paid to any individual shareholder who holds 5% or more of the outstanding total of the shares issued by the Company, for which the applicable rate is 20%. Under the new income tax convention between the U.S. and Japan (the Convention) ratified in March 2004, the maximum rate of Japanese withholding tax that may be imposed on dividends paid to a U.S. resident or corporation not having a permanent establishment (as defined therein) in Japan is generally 10%. This 10% withholding tax rate is applicable to dividends declared on or after July 1, 2004. The 15% withholding tax rate under the old income tax convention is still applicable to dividends declared before July 1, 2004. If the tax rate under the domestic tax law is lower than that under the Convention, the domestic tax rate is still applicable.
Gains derived by a non-resident of Japan or a non-Japanese corporation from the sale of Common Stock or ADRs outside of Japan, or from the sale of Common Stock within Japan by a non-resident of Japan or by a non-Japanese corporation not having a permanent establishment in Japan, are in general not subject to Japanese income or corporation tax. Japanese inheritance or gift tax at progressive rates may be payable by an individual who has acquired Common Stock or ADRs as a legatee, heir or donee.
For purposes of the Convention and the U.S. Internal Revenue Code of 1986, as amended (the Code), U.S. holders of ADRs will be treated as the owners of the Common Stock underlying the American Depositary Shares evidenced by the ADRs.
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U.S. Taxation
This summary describes the material U.S. federal income tax consequences for a U.S. holder (as defined below) of owning and disposing of shares of Common Stock or American Depositary Shares evidenced by the ADRs. This summary applies to you only if you hold shares of Common Stock or American Depositary Shares as capital assets for U.S. federal income tax purposes. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:
| a dealer in securities or currencies; |
| a trader in securities that elects to use a mark-to-market method of accounting for securities holdings; |
| a bank; |
| a life insurance company; |
| a tax-exempt organization; |
| a person that holds shares of Common Stock or American Depositary Shares that are a hedge or that are hedged against interest rate or currency risks; |
| a person that is subject to the alternative minimum tax; |
| a person that holds shares of Common Stock or American Depositary Shares as part of a straddle or conversion transaction for tax purposes; |
| a person whose functional currency for U.S. federal income tax purposes is not the U.S. Dollar; or |
| a person that actually or constructively owns or is deemed to own 10% or more of any class of our stock. |
This summary is based on laws, treaties, and regulatory interpretations in effect on the date hereof, all of which are subject to change, possibly on a retroactive basis. Moreover, this summary assumes that the Company will not be treated as a passive foreign investment company (a PFIC) for U.S. federal income tax purposes. See the summary below under the heading PFIC Rules.
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Please consult your own tax advisers concerning the U.S. federal, state, local, and other tax consequences of purchasing, owning, and disposing of shares of Common Stock or American Depositary Shares in your particular circumstances.
For purposes of this summary, you are a U.S. holder if you are a beneficial owner of a share of Common Stock or an American Depositary Share that is for U.S. federal income tax purposes: (i) a citizen or a resident of the United States, (ii) a corporation or a partnership (including an entity treated as a corporation or a partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are adopted that provide otherwise), (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. Certain trusts not described in clause (iv) above in existence on August 20, 1996 that elect to be treated as a United States person will also be a U.S. holder for purposes of this discussion.
In general, if you hold ADRs evidencing American Depositary Shares, you will be treated as the owner of the shares of Common Stock represented by those American Depositary Shares for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an American Depositary Share for the shares of Common Stock represented by that American Depositary Share.
Dividends
The gross amount of cash dividends paid out of the Companys current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, that a U.S. holder receives (prior to deduction of Japanese taxes) generally will be subject to U.S. federal income taxation as foreign source ordinary dividend income. However, in certain circumstances, all or a portion of the cash dividends paid by the Company may be treated as U.S. source dividend income. You should consult your tax advisers regarding the U.S. federal income tax consequences of all or a portion of the cash dividends paid by the Company being treated as U.S. source dividend income.
Dividends paid in Japanese Yen will be included in your income in a U.S. Dollar amount calculated by reference to the exchange rate in effect on the date of your (or, in the case of American Depositary Shares, the depositarys) receipt of the dividend, regardless of whether the payment is in fact converted into U.S. Dollars. If such a dividend is converted into U.S. Dollars on the date of receipt, you generally should not be required to recognize a foreign currency gain or loss in respect of the dividend income. You should consult your own tax adviser regarding the treatment of any foreign currency gain or loss realized with respect to any Japanese Yen received by you (or, in the case of American Depositary Shares, the depositary) that are converted into U.S. Dollars on a date subsequent to receipt. Dividends paid by the Company generally will not be eligible for the dividends-received deduction allowed to corporations that are U.S. holders.
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Notwithstanding the foregoing, pursuant to recently enacted legislation, certain dividends received by individual U.S. holders that constitute qualified dividend income will be subject to a reduced maximum marginal U.S. federal income tax rate. Qualified dividend income generally includes, among other dividends, dividends received during the taxable year from qualified foreign corporations. In general, the term qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury Department determines to be satisfactory, and which includes an exchange of information program. In addition, a foreign corporation is treated as a qualified foreign corporation with respect to any dividend paid by the corporation with respect to stock of the corporation that is readily tradable on an established securities market in the United States. Notwithstanding this previous rule, dividends received from a foreign corporation that was a foreign investment company (as defined in section 1246(b) of the Code), a passive foreign investment company (as defined in section 1297 of the Code), or a foreign personal holding company (as defined in section 552 of the Code) in either the taxable year of the corporation in which the dividend was paid or the preceding taxable year will not constitute qualified dividend income. In addition, the term qualified dividend income will not include, among other dividends, any (i) dividends on any share of stock which is held by a taxpayer for 60 days or less during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividends (as measured under section 246(c) of the Code) or (ii) dividends to the extent that the taxpayer is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respects to positions in substantially similar or related property. Moreover, special rules apply in determining a taxpayers foreign tax credit limitation under section 904 of the Code in the case of qualified dividend income. Individual U.S. holders should consult their own tax advisors to determine whether or not amounts received as dividends from the Company will constitute qualified dividend income subject to a reduced maximum marginal U.S. federal income tax rate and, in such case, the effect, if any, on the individual U.S. holders foreign tax credit.
In addition to the foregoing, you should consult your own tax advisers to determine whether any rules limit your ability to make effective use of foreign tax credits, including the possible adverse impact of failing to take advantage of benefits under the income tax treaty between the United States and Japan. If no such rules apply, you generally may claim a credit against your U.S. federal income tax liability for Japanese taxes withheld from dividends on shares of Common Stock or American Depositary Shares, so long as you have owned the shares of Common Stock or American Depositary Shares (and not entered into specified kinds of hedging transactions) for at least a 16-day period that includes the ex-dividend date. Instead of claiming a credit, you may, at your election, deduct such Japanese taxes in computing your taxable income, subject to generally applicable limitations under U.S. federal income tax law. The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions involve the application of complex rules that depend, in part, on a U.S. holders particular circumstances. You should consult your own tax advisers regarding the creditability or deductibility of such taxes.
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Sales and Other Dispositions
A U.S. holder will recognize a gain or loss on the sale or other disposition of shares of Common Stock or American Depositary Shares evidenced by ADRs in an amount equal to the difference between the U.S. Holders adjusted tax basis in such shares of Common Stock or American Depositary Shares (in U.S. Dollars) and the amount realized on the disposition (in U.S. Dollars, generally determined at the spot rate on the date of disposition if the amount realized is denominated in a foreign currency). For U.S. federal income tax purposes, a gain or loss realized by a U.S. holder on a sale or other disposition of shares of Common Stock or American Depositary Shares will be a capital gain or loss, and will be a long-term capital gain or loss if the shares of Common Stock or American Depositary Shares were held for more than one year. Such gain or loss generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Your ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at a reduced maximum marginal U.S. federal income tax rate.
PFIC Rules
The Company believes that it will not be treated as a PFIC for U.S. federal income tax purposes. However, that is a factual determination made annually and therefore may be subject to change. If the Company was treated as a PFIC, a U.S. holder of shares of Common Stock or American Depositary Shares evidenced by ADRs would be subject to certain adverse U.S. federal income tax consequences.
U.S. Information Reporting and Backup Withholding Rules
Payments in respect of the shares of Common Stock or American Depositary Shares that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding unless the holder (i) is a corporation or other exempt recipient or (ii) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred (and certain other conditions are met).
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
The Company is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended. In accordance with these requirements, the Company files reports and other information with the U.S. Securities and Exchange Commission (the SEC). These materials, including this annual report and exhibits thereto, may be inspected and copied at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of the materials may be obtained from the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. The documents filed via the Electronic Data Gathering, Analysis, and Retrieval system are also available for inspection on the SECs website (http://www.sec.gov).
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I. Subsidiary Information
Not Applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Ricoh is exposed to market risks primarily from changes in foreign currency exchange rates and interest rates, which affect outstanding debt and certain assets and liabilities denominated in foreign currencies. To a lesser extent, Ricoh is also exposed to equity price risk. In order to manage these risks that arise in the normal course of business, Ricoh enters into various hedging transactions pursuant to its policies and procedures covering such areas as counterparty exposure and hedging practices. Ricoh does not hold or issue derivative financial instruments for trading purposes or to generate income.
Ricoh regularly assesses these market risks based on the policies and procedures established to protect against adverse effects of these risks and other potential exposures, primarily by reference to the market value of the financial instruments. As a result of the latest assessment, Ricoh does not anticipate any material losses in these areas for the fiscal year 2011, and there are no material quantitative changes in market risk exposure at March 31, 2011 when compared to March 31, 2010. In the normal course of business, Ricoh also faces risks that are either non-financial or nonquantifiable. Such risks principally include credit risk and legal risk, and are not represented in the following tables.
Foreign Currency Risk
In the ordinary course of business, Ricoh uses foreign currency contracts and foreign currency option contracts to manage the effects of foreign currency exchange risk on monetary assets and liabilities denominated in foreign currencies. The contracts with respect to the operating activities generally have maturities of less than six months, while the contracts with respect to the financing activities have the same maturities as the underlying assets and liabilities.
The table below provides information about Ricohs material derivative financial instruments that are sensitive to foreign currency exchange rates. The table below relating to foreign exchange forward contracts and foreign currency option contracts presents the notional amounts, weighted average exchange rates and estimated fair value. These notional amounts generally are used to calculate the contractual payments to be exchanged under the contracts.
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Foreign Currency Contracts
Year Ended March 31, | ||||||||||||||||||||||||
2010 | 2011 | |||||||||||||||||||||||
Average contractual rates |
Contract amounts (Millions of Yen) |
Estimated fair value (Millions of Yen) |
Average contractual rates |
Contract amounts (Millions of Yen) |
Estimated fair value (Millions of Yen) |
|||||||||||||||||||
US$/¥ |
93.04 | ¥ | 55,122 | ¥ | (1,185 | ) | 83.15 | ¥ | 125,801 | ¥ | (698 | ) | ||||||||||||
EUR/¥ |
124.92 | 26,883 | 117 | 117.57 | 33,072 | (1,196 | ) | |||||||||||||||||
EUR/US$ |
1.34 | 2,624 | (26 | ) | 1.41 | 31,056 | 622 | |||||||||||||||||
Other currencies |
53,654 | (2,974 | ) | 21,320 | (795 | ) | ||||||||||||||||||
Total |
¥ | 138,283 | ¥ | (4,068 | ) | ¥ | 211,249 | ¥ | (2,067 | ) | ||||||||||||||
Foreign Currency Option Contracts
Year Ended March 31, | ||||||||||||||||||||||||
2010 | 2011 | |||||||||||||||||||||||
Average contractual rates |
Contract amounts (Millions of Yen) |
Estimated fair value (Millions of Yen) |
Average contractual rates |
Contract amounts (Millions of Yen) |
Estimated fair value (Millions of Yen) |
|||||||||||||||||||
Options purchased to sell foreign currencies |
||||||||||||||||||||||||
US$/¥ |
93.04 | ¥ | 7,071 | ¥ | 57 | | | | ||||||||||||||||
EUR/¥ |
124.92 | 4,122 | 71 | 117.57 | 1,185 | 20 | ||||||||||||||||||
Total |
11,193 | 128 | 1,185 | 20 | ||||||||||||||||||||
Options written to buy foreign currencies |
||||||||||||||||||||||||
US$/¥ |
93.04 | 11,816 | (312 | ) | | | | |||||||||||||||||
EUR/¥ |
124.92 | 6,134 | (114 | ) | 117.57 | 2,370 | (64 | ) | ||||||||||||||||
Total |
¥ | 17,950 | ¥ | (426 | ) | ¥ | 2,370 | ¥ | (64 | ) | ||||||||||||||
Interest Rate Risk
In the ordinary course of business, Ricoh enters into interest rate swap agreements to reduce interest rate risk and to modify the interest rate characteristics of its outstanding debt. These agreements primarily involve the exchange of fixed and floating rate interest payments over the life of the agreement without the exchange of the underlying principal amounts.
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The table below provides information about Ricohs major derivative and other financial instruments that are sensitive to changes in interest rates, including interest rate swaps and debt obligations. For debt obligations, the table presents principal cash flows by expected maturity date, related weighted average interest rates and estimated fair value. For interest rate swaps, the table presents notional amounts by expected maturity date, weighted average interest rates. Notional amounts are generally used to calculate the contractual payments to be exchanged under the contract.
LONG-TERM INDEBTEDNESS |
Year ended March 31, 2010 | |||||||||||||||||||||||||||||||||||
Millions of Yen | ||||||||||||||||||||||||||||||||||||
Expected maturity date | ||||||||||||||||||||||||||||||||||||
(Excluding Capital Lease Obligations and |
Average pay rate |
Total | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Fair Value |
|||||||||||||||||||||||||||
Bonds |
2.32 | % | ¥ | 182,455 | ¥ | 10,000 | ¥ | 20,000 | ¥ | | ¥ | 70,000 | ¥ | 35,000 | ¥ | 47,455 | ¥ | 181,354 | ||||||||||||||||||
Convertible Bonds |
| 55,092 | | 55,092 | | | | | 54,224 | |||||||||||||||||||||||||||
Loans |
1.18 | 368,192 | 83,061 | 82,088 | 50,128 | 73,950 | 60,902 | 18,063 | 356,752 | |||||||||||||||||||||||||||
TOTAL |
¥ | 605,739 | ¥ | 93,061 | ¥ | 157,180 | ¥ | 50,128 | ¥ | 143,950 | ¥ | 95,902 | ¥ | 65,518 | ¥ | 592,330 | ||||||||||||||||||||
LONG-TERM INDEBTEDNESS |
Year ended March 31, 2011 | |||||||||||||||||||||||||||||||||||
Millions of Yen | ||||||||||||||||||||||||||||||||||||
Expected maturity date | ||||||||||||||||||||||||||||||||||||
(Excluding Capital Lease Obligations and |
Average pay rate |
Total | 2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Fair Value |
|||||||||||||||||||||||||||
Bonds |
1.21 | % | ¥ | 224,618 | ¥ | 20,000 | ¥ | | ¥ | 70,000 | ¥ | 35,000 | ¥ | 60,000 | ¥ | 39,618 | ¥ | 220,680 | ||||||||||||||||||
Convertible Bonds |
| 2,221 | 2,221 | | | | | | 2,221 | |||||||||||||||||||||||||||
Loans |
1.10 | 361,328 | 88,061 | 66,743 | 107,765 | 65,210 | 20,142 | 13,407 | 360,960 | |||||||||||||||||||||||||||
TOTAL |
¥ | 588,167 | ¥ | 110,282 | ¥ | 66,743 | ¥ | 177,765 | ¥ | 100,210 | ¥ | 80,142 | ¥ | 53,025 | ¥ | 583,861 | ||||||||||||||||||||
INTEREST RATE SWAPS |
Year ended March 31, 2010 | |||||||||||||||||||||||||||||||||||||||||||||||
Millions of Yen | ||||||||||||||||||||||||||||||||||||||||||||||||
Expected maturity date | ||||||||||||||||||||||||||||||||||||||||||||||||
Notional (Millions) |
Type of swap |
Average receive rate |
Average pay rate |
Total | 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Fair Value |
|||||||||||||||||||||||||||||||||||||
¥ | 282,800 | Receive floating/Pay fixed | 0.91 | % | 0.99 | % | ¥ | 282,800 | ¥ | 54,000 | ¥ | 52,300 | ¥ | 49,000 | ¥ | 64,000 | ¥ | 60,000 | ¥ | 3,500 | ¥ | (2,463 | ) | |||||||||||||||||||||||||
8,000 | Receive fixed/Pay floating | 1.95 | 0.47 | 8,000 | 8,000 | | | | | | 40 | |||||||||||||||||||||||||||||||||||||
GBP | 48 | Receive fixed/Pay fixed | 0.54 | % | 4.34 | % | ¥ | 6,701 | ¥ | | ¥ | 1,255 | ¥ | 4,614 | ¥ | | ¥ | 832 | ¥ | | ¥ | (262 | ) | |||||||||||||||||||||||||
INTEREST RATE SWAPS |
Year ended March 31, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||
Millions of Yen | ||||||||||||||||||||||||||||||||||||||||||||||||
Expected maturity date | ||||||||||||||||||||||||||||||||||||||||||||||||
Notional (Millions) |
Type of swap |
Average receive rate |
Average pay rate |
Total | 2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Fair Value |
|||||||||||||||||||||||||||||||||||||
¥ | 279,800 | Receive floating/Pay fixed | 0.57 | % | 1.11 | % | ¥ | 279,800 | ¥ | 52,300 | ¥ | 73,000 | ¥ | 79,000 | ¥ | 61,000 | ¥ | 14,500 | | ¥ | (2,819 | ) | ||||||||||||||||||||||||||
GBP | 35 | Receive fixed/Pay fixed | 0.61 | % | 3.59 | % | ¥ | 4,644 | ¥ | 662 | ¥ | 2,517 | ¥ | | ¥ | 1,465 | ¥ | | ¥ | | ¥ | (112 | ) |
-113-
Credit Risk
Ricoh is also exposed to credit-related losses in the event of nonperformance by counterparties to the financial instrument; however, credit risk arising from the nonperformance of counterparties to meet the terms of financial instrument contracts is generally limited to the amounts by which the counterparties obligations exceed the obligations of Ricoh. It is Ricohs policy to only enter into financial instrument contracts with a diversified group of financial institutions having credit ratings satisfactory to Ricoh to minimize the concentration of credit risk. Therefore, Ricoh does not expect to incur material credit losses on its financial instruments.
Debt/Equity Price Risk
Ricoh has a relatively small portion of marketable securities which are subject to equity price risk arising from changes in their market prices. Marketable securities mainly consist of a diversified pool of Japanese equity securities. Ricohs overall investment policy is to invest in highly-liquid, low risk investments.
The table below provides information about contractual maturities for available-for-sale securities and the fair values for market risk sensitive.
(Millions of Yen) | ||||||||||||||||
Year ended March 31, | ||||||||||||||||
2010 | 2011 | |||||||||||||||
Cost | Fair Value | Cost | Fair Value | |||||||||||||
Debt Securities |
||||||||||||||||
Due within one year |
¥ | | ¥ | | ¥ | | ¥ | | ||||||||
Due after one year through five years |
381 | 390 | 517 | 519 | ||||||||||||
Due over five years |
1,397 | 1,475 | 1,285 | 1,326 | ||||||||||||
Equity Securities |
40,552 | 44,759 | 40,765 | 45,093 | ||||||||||||
Other |
| | | | ||||||||||||
TOTAL |
¥ | 42,330 | ¥ | 46,624 | ¥ | 42,567 | ¥ | 46,938 | ||||||||
Item 12. Description of Securities Other Than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
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D. American Depositary Shares
Under the terms of the deposit agreement for Ricohs ADRs, an ADR holder may have to pay the following service fees to The Bank of New York Mellon, (the Depositary):
Fee: |
Depositary actions: | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Cancellation of ADSs for the purpose of withdrawal, including when the deposit agreement terminates | |
$.02 (or less) per ADS | Any cash distribution to ADS registered holders | |
A fee equivalent to the fee that would be payable if securities distributed to holders of deposited securities had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders | |
$.02 (or less) per ADSs per calendar year | Depositary services | |
Registration or transfer fees | Transfer and registration of shares on the Depositarys share register to or from the name of the Depositary or its agent when depositing or withdrawing shares | |
Expenses of the Depositary | Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) | |
Expenses of the Depositary | Converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deducting such fee from cash distributions, by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide services until its fees for those services are paid.
Payments made by the Depositary in Fiscal Year 2011
For fiscal year 2011, the Company did not receive any reimbursement funds from the Depositary.
Payments to be made by the Depositary in the Future
The Depositary, has agreed to reimburse the Company for expenses incurred by the Company that relate to the establishment and maintenance of the ADR program. The Depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses for postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. The Depositary has also agreed to reimburse the Company annually for certain investor relations programs or special investor relations promotional activities. In certain instances, the Depositary has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADR facility. While there are limits on the amount of expenses for which the Depositary will reimburse the Company, the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the Depositary collects from investors.
-115-
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
Ricohs disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed by Ricoh in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and is accumulated and communicated to Ricohs management, including its Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of its management, including the CEO and CFO, Ricoh evaluated its disclosure controls and procedures. Based on this evaluation, the CEO and the CFO concluded that Ricohs disclosure controls and procedures were effective as of March 31, 2011 at a reasonable assurance level, provided that it be understood that any system of control is based in part upon certain assumptions designed to obtain reasonable (but not absolute) assurance as to its effectiveness, and there can be no assurance that Ricohs system of control will succeed in achieving its stated objectives.
Managements Report on Internal Control Over Financial Reporting
Ricohs management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Securities Exchange Act of 1934, as amended. Ricohs internal control over financial reporting is a process designed 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 and 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 Ricoh; (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 Ricoh are being made only in accordance with authorizations of management and directors of Ricoh; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Ricohs assets that could have a material effect on the financial statements.
-116-
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with internal control policies or procedures may deteriorate.
Ricohs management assessed the effectiveness of Ricohs internal control over financial reporting as of March 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Managements assessment included evaluating the design of Ricohs internal control over financial reporting and testing of the operational effectiveness of Ricohs internal control over financial reporting.
Based on such assessment, management concluded that, as of March 31, 2011, Ricohs internal control over financial reporting was effective based on the criteria set forth by COSO.
Ricohs independent registered accounting firm, KPMG AZSA LLC, has issued an audit report on the effectiveness of Ricohs internal control over financial reporting as of March 31, 2011, such report is included in the Consolidated Financial Statements attached hereto.
Changes in Internal Control Over Financial Reporting
There has been no change in Ricohs internal control over financial reporting that occurred during the period covered by this Form 20-F that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Item16A. Audit Committee Financial Expert
The Board of Directors of the Company has determined that it does not have an audit committee financial expert as defined in Item 16A. of Form 20-F serving on the Board of Corporate Auditors.
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The Company is considering the issues related to and the ramifications of such a designation. In Japan, there are limited numbers of qualified persons who meet all of the criteria established by the SEC for financial experts to be designated by issuers. Accordingly, it is taking some time for the Company to identify such a qualified person. Although the Board of Directors is satisfied that members of the Board of Corporate Auditors possess the appropriate skills and experience, as a group, to carry out their duties as members of the Board of Corporate Auditors, the Company will continue to strive to identify potential candidates that might qualify for this position. The Board of Corporate Auditors will keep under active review the financial expert matter during fiscal year 2011 as part of their overall risk management and compliance program.
Ricoh has adopted a code of ethics that applies to its employees, including the President, Chief Executive Officer, Chief Operating Officer, and the senior management of accounting and finance. Such code of ethics of Ricoh is provided hereto as Exhibit 11.
Item16C. Principal Accountant Fees and Services
The aggregate fees for professional services and other services rendered by KPMG AZSA LLC and the various member firms of KPMG International to Ricoh for the years ended March 31, 2010 and 2011, were:
(Millions of Yen) | ||||||||
Year ended March 31, | ||||||||
2010 | 2011 | |||||||
Audit Fees |
1,678 | 1,705 | ||||||
Audit-related Fees |
109 | 123 | ||||||
Tax Fees |
344 | 124 | ||||||
All Other Fees |
11 | 9 | ||||||
TOTAL |
2,143 | 1,961 | ||||||
Audit Fees consist of fees for the annual audit of Ricohs consolidated financial statements, and audit services that are normally provided by our independent accountants.
Audit-related Fees consist of fees for assurance and related services that are reasonably related to due diligence related to mergers and acquisitions and consultation concerning financial accounting and reporting standards.
Tax Fees consist of fees for tax compliance, tax advice and tax consulting associated with international transfer prices.
All Other Fees consist of fees for all other services such as miscellaneous supporting services not included in any of the categories noted above.
-118-
Audit Committee Pre-Approval Policies and Procedures
In accordance with Japanese law, the Companys independent accountants (Kaikei Kansanin) (Accounting Auditors) are appointed by the shareholders at the Ordinary General Meeting of Shareholders with the consent of the Companys Board of Corporate Auditors. In addition, the Board of Corporate Auditors may, by its resolution, request the Companys Board of Directors to submit a proposal as to the appointment of Accounting Auditors at the Ordinary General Meeting of Shareholders. Subsequent to the appointment of the Accounting Auditors, the Board of Corporate Auditors is responsible, among other matters, for the oversight of the Accounting Auditors, subject to the requirements of Japanese law. No proposal was submitted to discharge KPMG AZSA LLC as the Companys Accounting Auditors at the most recent Ordinary General Meeting of Shareholders held on June 24, 2011.
The Board of Corporate Auditors has adopted policies and procedures to pre-approve all audit and permissible non-audit services provided by the Accounting Auditor (Pre-approval Policies). Under the Pre-approval Policies, proposed services either (i) may be pre-approved by the Board of Corporate Auditors without specific consideration on a case-by-case basis if such services do not exceed pre-approved fee levels (general pre-approval), or (ii) require the specific pre-approval of the Board of Corporate Auditors (specific pre-approval). The Board of Corporate Auditors may delegate its specific pre-approval authority to one or more of its independent members who shall be designated by the Board of Corporate Auditors. Under the Pre-approval Policies, the Accounting Auditors are not allowed to perform any non-audit services which may impair the auditors independence under the rules of the SEC. The appendices to the Pre-approval Policies set out the audit, audit-related, tax and other services, including those described above, that have received the general pre-approval of the Board of Corporate Auditors.
The term of any general pre-approval is twelve months from the date of pre-approval, unless the Board of Corporate Auditors specifically provides for a different period and sets forth such different period in the relevant appendix to the Pre-approval Policies. The Board of Corporate Auditors will annually review the Pre-approval Policies and revise the list of services that it has provided general pre-approval. Requests or applications to provide services that require specific pre-approval by the Board of Corporate Auditors will be submitted to the Board of Corporate Auditors by the Chief Officer of a company or division to which services are provided, accompanied by a draft engagement letter from the Accounting Auditor.
During fiscal year 2011, none of the services provided to the Company by KPMG AZSA LLC were approved by the Board of Corporate Auditors pursuant to the de minimis exception to the pre-approval requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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Item16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item16F. Change in Registrants Certifying Accountant
Not applicable.
Not applicable.
-120-
Not applicable.
See Consolidated Financial Statements and Schedule attached hereto.
Documents filed as exhibits to this annual report:
1.1 | Articles of Incorporation, as amended (English translation) |
1.2 | Share Handling Regulations, as amended (English translation) |
1.3 | Regulations of the Board of Directors, as amended (English translation) |
1.4 | Regulation of the Board of Corporate Auditors, as amended (English translation) |
8.1 | List of Significant Subsidiaries (See Organizational structure in Item 4.C. of this Form 20-F) |
11 | Code of Ethics (English translation) |
12.1 | Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
12.2 | Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
13.(a)(1) | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code |
13.(a)(2) | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code |
-121-
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
RICOH COMPANY, LTD. | ||
By: | /S/ ZENJI MIURA | |
Zenji Miura | ||
Representative Director, Deputy President and Chief Financial Officer |
Date: June 30, 2011
Ricoh Company, Ltd.
Consolidated Financial Statements and Schedule
For the years ended March 31, 2009, 2010 and 2011
With Report of Independent Registered Public Accounting Firm Thereon
Ricoh Company, Ltd. and Consolidated Subsidiaries
Index to Consolidated Financial Statements
Page | ||||
F-2 | ||||
F-3 to F-4 | ||||
Consolidated Statements of Income for the years ended March 31, 2009, 2010 and 2011 |
F-5 | |||
Consolidated Statements of Changes in Equity for the years ended March 31, 2009, 2010 and 2011 |
F-6 to F-7 | |||
Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2010 and 2011 |
F-8 | |||
F-9 to F-54 | ||||
Schedule: |
||||
F-55 |
All schedules not listed have been omitted because they are not applicable, or the required information has been otherwise supplied in the consolidated financial statements or the notes thereto.
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Ricoh Company, Ltd.:
We have audited the accompanying consolidated balance sheets of Ricoh Company, Ltd. (a Japanese corporation) and subsidiaries as of March 31, 2011 and 2010, and the related consolidated statements of income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2011. In connection with our audits of the consolidated financial statements, we also have audited the related financial statement schedule. We also have audited Ricoh Company, Ltd.s internal control over financial reporting as of March 31, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Ricoh Company, Ltd.s management is responsible for these consolidated financial statements, the financial statement schedule, and for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule, and an opinion on Ricoh Company, Ltd.s internal control over financial reporting 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ricoh Company, Ltd. and subsidiaries as of March 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. Also in our opinion, Ricoh Company, Ltd. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The accompanying consolidated financial statements as of and for the year ended March 31, 2011 have been translated into United States dollars solely for the convenience of the reader. We have audited the translation and, in our opinion, the consolidated financial statements, expressed in yen, have been translated into dollars on the basis set forth in Note 2 to the consolidated financial statements.
KPMG AZSA LLC
Tokyo, Japan
June 30, 2011
F-2
Ricoh Company, Ltd. and Consolidated Subsidiaries
Consolidated Balance Sheets
March 31, 2010 and 2011
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
¥ | 242,165 | ¥ | 179,169 | $ | 2,158,663 | ||||||
Time deposits |
1,723 | 2,010 | 24,217 | |||||||||
Trade receivables: |
||||||||||||
Notes |
45,277 | 46,355 | 558,494 | |||||||||
Accounts |
443,089 | 419,351 | 5,052,422 | |||||||||
Less - Allowance for doubtful receivables |
(16,896 | ) | (16,560 | ) | (199,518 | ) | ||||||
Current maturities of long-term finance receivables, net |
196,144 | 208,671 | 2,514,108 | |||||||||
Inventories: |
||||||||||||
Finished goods |
95,436 | 85,800 | 1,033,735 | |||||||||
Work in process and raw materials |
73,815 | 85,233 | 1,026,903 | |||||||||
Deferred income taxes and other |
63,859 | 63,990 | 770,964 | |||||||||
Total current assets |
1,144,612 | 1,074,019 | 12,939,988 | |||||||||
Property, plant and equipment, at cost: |
||||||||||||
Land |
44,998 | 44,444 | 535,470 | |||||||||
Buildings |
246,469 | 262,523 | 3,162,928 | |||||||||
Machinery and equipment |
656,962 | 737,270 | 8,882,771 | |||||||||
Construction in progress |
27,682 | 5,230 | 63,012 | |||||||||
Total |
976,111 | 1,049,467 | 12,644,181 | |||||||||
Less - accumulated depreciation and amortization |
(713,090 | ) | (784,727 | ) | (9,454,542 | ) | ||||||
Net property, plant and equipment |
263,021 | 264,740 | 3,189,639 | |||||||||
Investments and other assets: |
||||||||||||
Long-term finance receivables, net |
445,896 | 445,782 | 5,370,867 | |||||||||
Investment securities |
49,049 | 48,909 | 589,265 | |||||||||
Investments in and advances to affiliates |
819 | 213 | 2,566 | |||||||||
Goodwill |
246,637 | 221,063 | 2,663,410 | |||||||||
Other intangible assets |
147,886 | 130,648 | 1,574,072 | |||||||||
Lease deposits and other |
86,023 | 77,022 | 927,976 | |||||||||
Total investments and other assets |
976,310 | 923,637 | 11,128,156 | |||||||||
Total assets |
¥ | 2,383,943 | ¥ | 2,262,396 | $ | 27,257,783 | ||||||
F-3
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Short-term borrowings |
¥ | 75,701 | ¥ | 39,927 | $ | 481,048 | ||||||
Current maturities of long-term indebtedness |
94,026 | 111,096 | 1,338,506 | |||||||||
Trade payables: |
||||||||||||
Notes |
12,211 | 12,216 | 147,181 | |||||||||
Accounts |
261,186 | 238,267 | 2,870,687 | |||||||||
Accrued income taxes |
15,263 | 13,414 | 161,614 | |||||||||
Accrued expenses and other |
202,017 | 199,780 | 2,406,988 | |||||||||
Total current liabilities |
660,404 | 614,700 | 7,406,024 | |||||||||
Long-term liabilities: |
||||||||||||
Long-term indebtedness |
514,718 | 479,422 | 5,776,169 | |||||||||
Accrued pension and severance costs |
140,460 | 140,975 | 1,698,494 | |||||||||
Deferred income taxes and other |
44,487 | 44,535 | 536,566 | |||||||||
Total long-term liabilities |
699,665 | 664,932 | 8,011,229 | |||||||||
Commitments and contingent liabilities (Note 16) |
||||||||||||
Equity: |
||||||||||||
Ricoh Company, Ltd. shareholders equity: |
||||||||||||
Common stock; |
||||||||||||
Authorized - 1,500,000,000 shares in 2010 and 2011 |
||||||||||||
Issued and outstanding - 744,912,078 shares and 725,591,355 shares in 2010 and 744,912,078 shares and 725,502,668 shares in 2011 |
135,364 | 135,364 | 1,630,891 | |||||||||
Additional paid-in capital |
186,083 | 186,083 | 2,241,964 | |||||||||
Retained earnings |
820,701 | 815,970 | 9,830,964 | |||||||||
Accumulated other comprehensive loss |
(132,051 | ) | (170,702 | ) | (2,056,651 | ) | ||||||
Treasury stock at cost; 19,320,723 shares in 2010 and 19,409,410 shares in 2011 |
(36,756 | ) | (36,838 | ) | (443,831 | ) | ||||||
Total Ricoh Company, Ltd. shareholders' equity |
973,341 | 929,877 | 11,203,337 | |||||||||
Noncontrolling interests |
50,533 | 52,887 | 637,193 | |||||||||
Total equity |
1,023,874 | 982,764 | 11,840,530 | |||||||||
Total liabilities and equity |
¥ | 2,383,943 | ¥ | 2,262,396 | $ | 27,257,783 | ||||||
The accompanying notes are an integral part of consolidated financial statements.
F-4
Ricoh Company, Ltd. and Consolidated Subsidiaries
Consolidated Statements of Income
For the Years Ended March 31, 2009, 2010 and 2011
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Net sales: |
||||||||||||||||
Products |
¥ | 1,027,694 | ¥ | 964,564 | ¥ | 934,263 | $ | 11,256,181 | ||||||||
Post sales and rentals |
955,490 | 952,676 | 903,096 | 10,880,675 | ||||||||||||
Other revenue |
108,512 | 99,097 | 104,654 | 1,260,891 | ||||||||||||
Total |
2,091,696 | 2,016,337 | 1,942,013 | 23,397,747 | ||||||||||||
Cost of sales: |
||||||||||||||||
Products |
710,892 | 681,986 | 646,194 | 7,785,470 | ||||||||||||
Post sales and rentals |
440,510 | 433,781 | 428,301 | 5,160,253 | ||||||||||||
Other revenue |
85,908 | 78,227 | 77,444 | 933,060 | ||||||||||||
Total |
1,237,310 | 1,193,994 | 1,151,939 | 13,878,783 | ||||||||||||
Gross profit |
854,386 | 822,343 | 790,074 | 9,518,964 | ||||||||||||
Selling, general and administrative expenses |
779,850 | 756,346 | 729,878 | 8,793,711 | ||||||||||||
Operating income |
74,536 | 65,997 | 60,196 | 725,253 | ||||||||||||
Other (income) expenses: |
||||||||||||||||
Interest and dividend income |
(5,227 | ) | (3,472 | ) | (2,986 | ) | (35,976 | ) | ||||||||
Interest expense |
5,863 | 8,144 | 8,498 | 102,385 | ||||||||||||
Foreign currency exchange loss, net |
15,575 | 4,756 | 6,950 | 83,735 | ||||||||||||
Losses on impairment of securities |
26,837 | 169 | 1,844 | 22,217 | ||||||||||||
Other, net |
549 | (1,124 | ) | 490 | 5,904 | |||||||||||
Total |
43,597 | 8,473 | 14,796 | 178,265 | ||||||||||||
Income before income taxes and equity in earnings of affiliates |
30,939 | 57,524 | 45,400 | 546,988 | ||||||||||||
Provision for income taxes: |
||||||||||||||||
Current |
27,321 | 27,495 | 21,665 | 261,024 | ||||||||||||
Deferred |
(5,163 | ) | 183 | 956 | 11,518 | |||||||||||
Total |
22,158 | 27,678 | 22,621 | 272,542 | ||||||||||||
Equity in earnings (losses) of affiliates |
71 | 6 | (22 | ) | (265 | ) | ||||||||||
Net income |
8,852 | 29,852 | 22,757 | 274,181 | ||||||||||||
Net income attributable to noncontrolling interests |
2,322 | 1,979 | 3,107 | 37,434 | ||||||||||||
Net income attributable to Ricoh Company, Ltd. |
¥ | 6,530 | ¥ | 27,873 | ¥ | 19,650 | $ | 236,747 | ||||||||
Yen | U.S. Dollars | |||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Per share of common stock: |
||||||||||||||||
Net income attributable to Ricoh Company, Ltd.: |
||||||||||||||||
Basic |
¥ | 9.02 | ¥ | 38.41 | ¥ | 27.08 | $ | 0.33 | ||||||||
Diluted |
8.75 | 37.36 | 26.53 | 0.32 | ||||||||||||
Cash dividends paid |
¥ | 35.00 | ¥ | 31.50 | ¥ | 33.00 | $ | 0.40 | ||||||||
Per American Depositary Share, each representing 5 shares of common stock: |
||||||||||||||||
Net income attributable to Ricoh Company, Ltd.: |
||||||||||||||||
Basic |
¥ | 45.10 | ¥ | 192.05 | ¥ | 135.40 | $ | 1.63 | ||||||||
Diluted |
43.75 | 186.80 | 132.65 | 1.60 | ||||||||||||
Cash dividends paid |
¥ | 175.00 | ¥ | 157.50 | ¥ | 165.00 | $ | 1.99 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Ricoh Company, Ltd. and Consolidated Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended March 31, 2009, 2010 and 2011
Millions of Yen | ||||||||||||||||||||||||||||||||
Common stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive loss |
Treasury stock |
Total Ricoh Company, Ltd. shareholders equity |
Noncontrolling interests |
Total equity | |||||||||||||||||||||||||
Balance at March 31, 2008 |
¥ | 135,364 | ¥ | 186,448 | ¥ | 835,238 | ¥ | (31,005 | ) | ¥ | (45,849 | ) | ¥ | 1,080,196 | ¥ | 58,283 | ¥ | 1,138,479 | ||||||||||||||
Cumulative effect of a change in accounting principle - adoption of accounting standard for measurement date change for postretirement benefit plans, net of tax |
| | (643 | ) | (6 | ) | | (649 | ) | | (649 | ) | ||||||||||||||||||||
Balance at April 1, 2008, as adjusted |
135,364 | 186,448 | 834,595 | (31,011 | ) | (45,849 | ) | 1,079,547 | 58,283 | 1,137,830 | ||||||||||||||||||||||
Loss on disposal of treasury stock |
(365 | ) | (80 | ) | (445 | ) | (445 | ) | ||||||||||||||||||||||||
Dividends declared and approved to Ricoh Company, Ltd. shareholders |
(25,320 | ) | (25,320 | ) | (25,320 | ) | ||||||||||||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||
Consolidated net income |
6,530 | 6,530 | 2,322 | 8,852 | ||||||||||||||||||||||||||||
Net unrealized gains and losses on securities |
532 | 532 | (121 | ) | 411 | |||||||||||||||||||||||||||
Pension liability adjustments |
(33,507 | ) | (33,507 | ) | (55 | ) | (33,562 | ) | ||||||||||||||||||||||||
Net unrealized gains and losses on derivatives |
35 | 35 | 2 | 37 | ||||||||||||||||||||||||||||
Foreign currency translation adjustments |
(61,170 | ) | (61,170 | ) | (198 | ) | (61,368 | ) | ||||||||||||||||||||||||
Total comprehensive income (loss) |
(87,580 | ) | 1,950 | (85,630 | ) | |||||||||||||||||||||||||||
Net changes in treasury stock |
9,171 | 9,171 | 9,171 | |||||||||||||||||||||||||||||
Dividends to noncontrolling interests |
(683 | ) | (683 | ) | ||||||||||||||||||||||||||||
Issuance of treasury stock in exchange for subsidiarys stock |
(10,573 | ) | (10,573 | ) | ||||||||||||||||||||||||||||
Balance at March 31, 2009 |
¥ | 135,364 | ¥ | 186,083 | ¥ | 815,725 | ¥ | (125,121 | ) | ¥ | (36,678 | ) | ¥ | 975,373 | ¥ | 48,977 | ¥ | 1,024,350 | ||||||||||||||
Loss on disposal of treasury stock |
(39 | ) | (39 | ) | (39 | ) | ||||||||||||||||||||||||||
Dividends declared and approved to Ricoh Company, Ltd. shareholders |
(22,858 | ) | (22,858 | ) | (22,858 | ) | ||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||
Consolidated net income |
27,873 | 27,873 | 1,979 | 29,852 | ||||||||||||||||||||||||||||
Net unrealized gains and losses on securities |
524 | 524 | 10 | 534 | ||||||||||||||||||||||||||||
Pension liability adjustments |
6,966 | 6,966 | 65 | 7,031 | ||||||||||||||||||||||||||||
Net unrealized gains and losses on derivatives |
(784 | ) | (784 | ) | 4 | (780 | ) | |||||||||||||||||||||||||
Foreign currency translation adjustments |
(13,636 | ) | (13,636 | ) | 2 | (13,634 | ) | |||||||||||||||||||||||||
Total comprehensive income |
20,943 | 2,060 | 23,003 | |||||||||||||||||||||||||||||
Net changes in treasury stock |
(78 | ) | (78 | ) | (78 | ) | ||||||||||||||||||||||||||
Dividends to noncontrolling interests |
(504 | ) | (504 | ) | ||||||||||||||||||||||||||||
Balance at March 31, 2010 |
¥ | 135,364 | ¥ | 186,083 | ¥ | 820,701 | ¥ | (132,051 | ) | ¥ | (36,756 | ) | ¥ | 973,341 | ¥ | 50,533 | ¥ | 1,023,874 | ||||||||||||||
Cumulative effect of a change in accounting principle - adoption of accounting standard for a variable interest entity, net of tax |
| | (410 | ) | | | (410 | ) | (392 | ) | (802 | ) | ||||||||||||||||||||
Balance at April 1, 2010, as adjusted |
135,364 | 186,083 | 820,291 | (132,051 | ) | (36,756 | ) | 972,931 | 50,141 | 1,023,072 | ||||||||||||||||||||||
Loss on disposal of treasury stock |
(28 | ) | (28 | ) | (28 | ) | ||||||||||||||||||||||||||
Dividends declared and approved to Ricoh Company, Ltd. shareholders |
(23,943 | ) | (23,943 | ) | (23,943 | ) | ||||||||||||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||
Consolidated net income |
19,650 | 19,650 | 3,107 | 22,757 | ||||||||||||||||||||||||||||
Net unrealized gains and losses on securities |
94 | 94 | (6 | ) | 88 | |||||||||||||||||||||||||||
Pension liability adjustments |
(179 | ) | (179 | ) | (7 | ) | (186 | ) | ||||||||||||||||||||||||
Net unrealized gains and losses on derivatives |
(11 | ) | (11 | ) | (22 | ) | (33 | ) | ||||||||||||||||||||||||
Foreign currency translation adjustments |
(38,555 | ) | (38,555 | ) | 269 | (38,286 | ) | |||||||||||||||||||||||||
Total comprehensive income (loss) |
(19,001 | ) | 3,341 | (15,660 | ) | |||||||||||||||||||||||||||
Net changes in treasury stock |
(82 | ) | (82 | ) | (82 | ) | ||||||||||||||||||||||||||
Dividends to noncontrolling interests |
(595 | ) | (595 | ) | ||||||||||||||||||||||||||||
Balance at March 31, 2011 |
¥ | 135,364 | ¥ | 186,083 | ¥ | 815,970 | ¥ | (170,702 | ) | ¥ | (36,838 | ) | ¥ | 929,877 | ¥ | 52,887 | ¥ | 982,764 | ||||||||||||||
F-6
Thousands of U.S. Dollars | ||||||||||||||||||||||||||||||||
Common stock |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive loss |
Treasury stock |
Total Ricoh Company, Ltd. shareholders equity |
Noncontrolling interests |
Total equity | |||||||||||||||||||||||||
Balance at March 31, 2010 |
$ | 1,630,891 | $ | 2,241,964 | $ | 9,887,964 | $ | (1,590,976 | ) | $ | (442,843 | ) | $ | 11,727,000 | $ | 608,831 | $ | 12,335,831 | ||||||||||||||
Cumulative effect of a change in accounting principle - adoption of accounting standard for a variable interest entity, net of tax |
| | (4,940 | ) | | | (4,940 | ) | (4,723 | ) | (9,663 | ) | ||||||||||||||||||||
Balance at April 1, 2010, as adjusted |
1,630,891 | 2,241,964 | 9,883,024 | (1,590,976 | ) | (442,843 | ) | 11,722,060 | 604,108 | 12,326,168 | ||||||||||||||||||||||
Loss on disposal of treasury stock |
(337 | ) | (337 | ) | (337 | ) | ||||||||||||||||||||||||||
Dividends declared and approved to Ricoh Company, Ltd. shareholders |
(288,470 | ) | (288,470 | ) | (288,470 | ) | ||||||||||||||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||||||||||||||
Consolidated net income |
236,747 | 236,747 | 37,434 | 274,181 | ||||||||||||||||||||||||||||
Net unrealized gains and losses on securities |
1,133 | 1,133 | (72 | ) | 1,061 | |||||||||||||||||||||||||||
Pension liability adjustments |
(2,157 | ) | (2,157 | ) | (84 | ) | (2,241 | ) | ||||||||||||||||||||||||
Net unrealized gains and losses on derivatives |
(133 | ) | (133 | ) | (265 | ) | (398 | ) | ||||||||||||||||||||||||
Foreign currency translation adjustments |
(464,518 | ) | (464,518 | ) | 3,241 | (461,277 | ) | |||||||||||||||||||||||||
Total comprehensive income (loss) |
(228,928 | ) | 40,254 | (188,674 | ) | |||||||||||||||||||||||||||
Net changes in treasury stock |
(988 | ) | (988 | ) | (988 | ) | ||||||||||||||||||||||||||
Dividends to noncontrolling interests |
(7,169 | ) | (7,169 | ) | ||||||||||||||||||||||||||||
Balance at March 31, 2011 |
$ | 1,630,891 | $ | 2,241,964 | $ | 9,830,964 | $ | (2,056,651 | ) | $ | (443,831 | ) | $ | 11,203,337 | $ | 637,193 | $ | 11,840,530 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Ricoh Company, Ltd. and Consolidated Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended March 31, 2009, 2010 and 2011
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||||||
Consolidated net income |
¥ | 8,852 | ¥ | 29,852 | ¥ | 22,757 | $ | 274,181 | ||||||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities |
||||||||||||||||
Depreciation and amortization |
101,817 | 98,941 | 93,400 | 1,125,301 | ||||||||||||
Equity in earnings of affiliates, net of dividends received |
117 | (6 | ) | 22 | 265 | |||||||||||
Deferred income taxes |
(5,163 | ) | 183 | 956 | 11,518 | |||||||||||
Losses on disposals and sales of property, plant and equipment |
1,885 | 2,586 | 1,507 | 18,157 | ||||||||||||
Losses on impairment of securities |
26,837 | 169 | 1,844 | 22,217 | ||||||||||||
Pension and severance costs, less payments |
2,031 | (2,677 | ) | (971 | ) | (11,699 | ) | |||||||||
Changes in assets and liabilities, net of effects from acquisition: |
||||||||||||||||
Decrease in trade receivables |
37,913 | 5,475 | 1,865 | 22,470 | ||||||||||||
(Increase) decrease in inventories |
2,836 | 19,599 | (11,237 | ) | (135,386 | ) | ||||||||||
(Increase) decrease in lease receivables |
(3,050 | ) | 23,397 | 13,870 | 167,108 | |||||||||||
Decrease in trade payables |
(97,372 | ) | (10,124 | ) | (14,048 | ) | (169,253 | ) | ||||||||
(Decrease) increase in accrued income taxes and accrued expenses and other |
(14,094 | ) | 15,589 | 14,725 | 177,410 | |||||||||||
Other, net |
24,879 | 7,719 | 5,360 | 64,578 | ||||||||||||
Net cash provided by operating activities |
87,488 | 190,703 | 130,050 | 1,566,867 | ||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||||||
Proceeds from sales of property, plant and equipment |
454 | 1,591 | 1,387 | 16,711 | ||||||||||||
Expenditures for property, plant and equipment, including interest capitalized |
(96,945 | ) | (66,979 | ) | (66,976 | ) | (806,940 | ) | ||||||||
Expenditures for intangible assets |
(17,769 | ) | (13,383 | ) | (18,806 | ) | (226,579 | ) | ||||||||
Payments for purchases of available-for-sale securities |
(1,781 | ) | (701 | ) | (235 | ) | (2,831 | ) | ||||||||
Proceeds from sales of available-for-sale securities |
243 | 1,027 | 126 | 1,518 | ||||||||||||
(Increase) decrease in time deposits |
(615 | ) | 249 | (401 | ) | (4,831 | ) | |||||||||
Purchase of business, net of cash acquired |
(157,404 | ) | (4,760 | ) | (1,415 | ) | (17,048 | ) | ||||||||
Other, net |
(9,355 | ) | (6,614 | ) | (5,688 | ) | (68,530 | ) | ||||||||
Net cash used in investing activities |
(283,172 | ) | (89,570 | ) | (92,008 | ) | (1,108,530 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||||||
Proceeds from long-term indebtedness (excluding debt securities) |
237,116 | 46,965 | 58,622 | 706,289 | ||||||||||||
Repayment of long-term indebtedness (excluding debt securities) |
(59,500 | ) | (66,564 | ) | (87,147 | ) | (1,049,964 | ) | ||||||||
(Decrease) increase in short-term borrowings, net |
110,211 | (105,250 | ) | (30,729 | ) | (370,229 | ) | |||||||||
Proceeds from issuance of long-term debt securities |
85,000 | 55,000 | 79,741 | 960,735 | ||||||||||||
Repayment of long-term debt securities |
(50,539 | ) | (20,000 | ) | (87,975 | ) | (1,059,939 | ) | ||||||||
Dividends paid |
(25,320 | ) | (22,858 | ) | (23,943 | ) | (288,470 | ) | ||||||||
Payment for purchase of treasury stock |
(644 | ) | (183 | ) | (157 | ) | (1,892 | ) | ||||||||
Other, net |
(410 | ) | (488 | ) | (520 | ) | (6,265 | ) | ||||||||
Net cash provided by (used in) financing activities |
295,914 | (113,378 | ) | (92,108 | ) | (1,109,735 | ) | |||||||||
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS |
(12,353 | ) | (4,074 | ) | (8,930 | ) | (107,590 | ) | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
87,877 | (16,319 | ) | (62,996 | ) | (758,988 | ) | |||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
170,607 | 258,484 | 242,165 | 2,917,651 | ||||||||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR |
¥ | 258,484 | ¥ | 242,165 | ¥ | 179,169 | $ | 2,158,663 | ||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||||||||||
CASH PAID DURING THE YEAR FOR- |
||||||||||||||||
Interest, excluding interest capitalized |
¥ | 9,352 | ¥ | 11,039 | ¥ | 9,673 | $ | 116,542 | ||||||||
Income taxes |
56,764 | 9,167 | 18,861 | 227,241 |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Ricoh Company, Ltd. and Consolidated Subsidiaries
Notes to Consolidated Financial Statements
1. NATURE OF OPERATIONS
Ricoh Company, Ltd. (the Company) was established in 1936 and is headquartered in Tokyo, Japan. The Company and consolidated subsidiaries (Ricoh as a consolidated group) is a world-wide supplier of office automation equipment, including copiers, facsimile machines, data processing systems, printers and related supplies. Ricoh is also well known for its state-of-the-art electronic devices, digital photographic equipment and other products.
Ricoh distributes its products primarily through domestic (Japanese) and foreign sales subsidiaries. Overseas, Ricoh owns and distributes not only Ricoh brand products but also other brands, such as Lanier, Savin and Infotec.
Ricoh manufactures its products primarily in 16 plants in Japan and 10 plants overseas, which are located in the United States, United Kingdom, France, China and Thailand.
2. SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
Significant accounting and reporting policies are summarized below:
(a) Basis of Presentation
The accompanying consolidated financial statements of Ricoh have been prepared in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements for each of the years in the three-year period ended March 31, 2011 are presented in Japanese yen, the functional currency of the Company and its domestic subsidiaries. The translation of Japanese yen amounts into U.S. Dollar equivalents as of and for the year ended March 31, 2011 is included solely for the convenience of readers outside Japan and has been made using the exchange rate of ¥83 to US$1, the approximate rate of exchange prevailing at the Federal Reserve Board on March 31, 2011.
(b) Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, all majority-owned subsidiaries and variable interest entity (VIE) which Ricoh is a primary beneficiary. Investments in entities in which Ricoh has the ability to exercise significant influence over the entities operating and financial policies (generally 20% to 50% ownership) are accounted for on an equity basis. All significant inter-company balances and transactions have been eliminated in consolidation.
The accounts of certain consolidated subsidiaries have been included on the basis of fiscal periods ended within three months prior to March 31.
F-9
(c) Revenue Recognition
Ricoh generates revenue principally through the sale of equipment, supplies and related services under separate contractual arrangements for each. Ricoh recognizes revenue when (1) it has a firm contract, (2) the product has been shipped to and accepted by the customer or the service has been provided, (3) the sales price is fixed or determinable and (4) amounts are reasonably assured of collection.
Products sales are recognized at the time of delivery and installation at the customer location. Equipment revenues are based on established prices by product type and model and are net of discounts. A sales return is accepted only when the equipment is defective and does not meet Ricohs product performance specifications. Other than installation, there are no customer acceptance clauses in the sales contract.
Post sales and rentals result primarily from maintenance contracts that are normally entered into at the time the equipment is sold. Standard service fee prices are established depending on equipment classification and include a cost value for the estimated services to be performed based on historical experience plus a profit margin thereon. As a matter of policy, Ricoh does not discount such prices. On a monthly basis, maintenance service revenues are earned and recognized by Ricoh and billed to the customer in accordance with the contract and include a fixed monthly fee plus a variable amount based on usage. The length of the contract ranges up to five-years, however, most contracts are cancelable at any time by the customer upon a short notice period. Leases not qualifying as sales-type leases or direct financing leases are accounted for as operating leases and related revenue is recognized over the lease term.
Ricoh enters into arrangements with multiple elements, which may include any combination of products, equipment, installation and maintenance. Ricoh allocates revenue to each element based on its relative fair value if such element meets the criteria for treatment as a separate unit of accounting, the delivered item in a multiple element arrangement should be considered a separate unit of accounting if all of the following criteria are met: (1) a delivered item has value to customers on a stand-alone basis, (2) there is objective and reliable evidence of fair value of an undelivered item, and (3) the delivery of the undelivered item must be probable and controlled by Ricoh if the arrangement includes the right of return. The price charged when the element is sold separately generally determines fair value. Otherwise, revenue is deferred until the undelivered elements are fulfilled as a single unit of accounting.
Revenue from the sale of equipment under sales-type leases is recognized as product sales at the inception of the lease. Other revenue consists primarily of interest income on sales-type leases and direct-financing leases, which are recognized as other revenue over the life of each respective lease using the interest method.
(d) Foreign Currency Translation
For foreign operations with functional currencies other than the Japanese yen, assets and liabilities are translated at the exchange rates in effect at each fiscal year-end, and income and expenses are translated at the average rates of exchange prevailing during each fiscal year. The resulting translation adjustments are included as a part of accumulated other comprehensive income (loss) in equity.
All foreign currency transaction gains and losses are included in other income and expenses in the period incurred.
(e) Cash Equivalents
Cash and cash equivalents include highly liquid investments with maturities of three months or less at the date of purchase such as time deposits and short-term investment securities which are available-for-sale at any time, present insignificant risk of changes in value due to being readily convertible into cash and have an original maturity of three months or less, such as money management funds and free financial funds.
F-10
(f) Derivative Financial Instruments and Hedging Activities
As discussed further in Note 15, Ricoh manages its exposure to certain market risks, primarily foreign currency and interest rate risks, through the use of derivative instruments. As a matter of policy, Ricoh does not enter into derivative contracts for trading or speculative purposes.
Ricoh recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. When Ricoh enters into a derivative contract, it makes a determination as to whether or not for accounting purposes the derivative is part of a hedging relationship. In general, a derivative may be designated as either (1) a hedge of the fair value of a recognized asset or liability or an unrecognized firm commitment (fair value hedge), (2) a hedge of the variability of the expected cash flows associated with an existing asset or liability or a forecasted transaction (cash flow hedge), or (3) a foreign currency fair value or cash flow hedge (foreign currency hedge). Ricoh 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 fair value, cash flow, or foreign currency hedges to specific assets and liabilities on the consolidated balance sheets or to specific firm commitments or forecasted transactions.
For derivative contracts that are designated and qualify as fair value hedges including foreign currency fair value hedges, the derivative instrument is marked-to-market with gains and losses recognized in current period earnings to offset the respective losses and gains recognized on the change in fair value of the hedged item. For derivative contracts that are designated and qualify as cash flow hedges including foreign currency cash flow hedges, the effective portion of gains and losses on these contracts is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period the hedged item or transaction affects earnings. Any hedge ineffectiveness on cash flow hedges is immediately recognized in earnings. For all derivative instruments that are not designated as part of a hedging relationship and for designated derivative instruments that do not qualify for hedge accounting, the contracts are recorded at fair value with the gain or loss recognized in current period earnings.
(g) Allowance for Doubtful Trade Receivables and Finance Receivables
Ricoh records allowances for doubtful receivables that are based upon historical experience and specific customer collection issues. The estimated amount of probable credit losses in its existing receivables is determined from write-off history adjusted to reflect current economic conditions and specific allowances for receivables including nonperforming leases, impaired loans or other accounts for which Ricoh has concluded it will be unable to collect all amounts due according to original terms of the lease or loan agreement. Account balances net of expected recovery from available collateral are charged-off against the allowances when collection is considered remote.
(h) Securities
Ricohs investments in debt and marketable equity securities are classified as available-for-sale securities. Available-for-sale securities are reported at fair value with unrealized gains and losses, net of related taxes, reported in accumulated other comprehensive income (loss).
Individual securities classified as available-for-sale securities are reduced to fair market value by a charge to income for other than temporary declines in value. Factors considered in assessing whether an indication of other than temporary impairment exists with respect to available-for-sale securities include: financial condition and near term prospects of issuer and intent and ability of Ricoh to retain its investments for a period of time sufficient to allow for any anticipated recovery in market value.
The cost of the securities sold is computed based on the average cost of each security held at the time of sale.
Investments in affiliated companies over which Ricoh has the ability to exercise significant influence, but does not hold a controlling financial interest, are accounted for by the equity method.
Non-marketable equity securities owned by Ricoh primarily relate to less than 20% owned companies and funds are stated at cost unless indication of impairment exist, which require the investment to be written down to its estimated fair value.
F-11
(i) Inventories
Inventories are mainly stated at the lower of average cost or net realizable values. Inventory costs include raw materials, labor and manufacturing overheads.
(j) Property, Plant and Equipment
Property, plant and equipment are stated at cost. For the Company and its domestic subsidiaries, depreciation of property, plant and equipment is computed principally by using the declining-balance method over the estimated useful lives. Most of the foreign subsidiaries have adopted the straight-line method for computing depreciation, which currently accounts for approximately 35% of the consolidated depreciation expense. The depreciation period generally ranges from 5 years to 50 years for buildings and 2 years to 12 years for machinery and equipment.
Effective rates of depreciation for the years ended March 31, 2009, 2010 and 2011 are summarized below:
2009 | 2010 | 2011 | ||||||||||
Buildings |
10.7 | % | 12.2 | % | 12.5 | % | ||||||
Machinery and equipment |
44.4 | 39.5 | 36.7 |
The aggregate costs included in property, plant and equipment and related accumulated amortization for certain leased buildings, machinery and equipment accounted as of March 31, 2010 and 2011 are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Aggregate cost |
¥ | 7,349 | ¥ | 7,578 | $ | 91,301 | ||||||
Accumulated amortization |
5,260 | 6,004 | 72,337 |
The related future minimum lease payments and the present values of the net minimum lease payments as of March 31, 2011 are ¥2,371 million ($28,566 thousand) and ¥2,351 million ($28,325 thousand), respectively.
Ordinary maintenance and repairs are charged to expense as incurred. Major replacements and improvements are capitalized. When properties are retired or otherwise disposed of, the property and related accumulated depreciation accounts are relieved of the applicable amounts, and any differences are included in earnings.
(k) Capitalized Software Costs
Ricoh capitalizes certain internal and external costs incurred to acquire or create internal use software during the application development stage as well as upgrades and enhancements that result in additional functionality. The capitalized software is amortized on a straight line basis generally from 3 years to 5 years.
F-12
(l) Goodwill and Other Intangible Assets
Goodwill is not amortized and is required to be tested at least annually for impairment. Acquired intangible assets with definite useful lives are amortized over their respective estimated useful lives and reviewed for impairment when an indication of impairment is identified. Other intangible assets with definite useful lives, consisting primarily of software, customer relationships and trademarks are amortized on a straight line basis over 1 year to 20 years. Any acquired intangible assets determined to have an indefinite useful life are not amortized, but instead are tested annually for impairment based on its fair value until its life would be determined to no longer be indefinite. In performing the test, Ricoh utilizes the two-step approach prescribed. The first step requires a comparison of the carrying amount of the reporting units to the fair value of these units. If the carrying amount of a reporting unit exceeds its fair value, Ricoh will perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any.
On April 1, 2002, Ricoh selected an annual goodwill impairment measurement date of September 30. After completing its annual impairment testing as of September 30, 2008, Ricoh acquired IKON Office Solutions, Inc. (IKON) on October 31, 2008, which resulted in Ricoh recognizing a material amount of goodwill. However, the business climate in which Ricoh operates changed significantly in an adverse manner from October 2008, and Ricoh believed that such adverse change might reduce the fair value of such reporting unit below its carrying amount. Therefore, Ricoh performed additional impairment testing as of December 31, 2008. As a result of such additional impairment testing, Ricoh decided to change its annual impairment measurement date for goodwill to December 31 in order to better align the goodwill impairment measurement date with its acquisition of IKON on October 31, 2008. This change to the date of Ricohs annual goodwill impairment test constitutes a change in the method of applying an accounting principle. Ricoh believes that this change in accounting principle is preferable. However, the change in the impairment measurement date had no impact on Ricohs prior period financial statements.
Ricoh completed its annual impairment assessment of goodwill and indefinite-lived intangible assets for the years ended March 31, 2009, 2010 and 2011 and determined that no impairment charge was necessary.
In addition, management is required to perform an impairment test of goodwill of a reporting unit between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Ricoh considered the potential impact caused by the Great East Japan Earthquake that occurred on March 11, 2011, such as decreased revenue projections and idle facility charges, on the fair values of its reporting units and concluded that no impairment had occurred.
(m) Pension and Retirement Allowances Plans
Ricoh recognizes the overfunded or underfunded status of the defined benefit plans as an asset or liability in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive income (loss), net of tax. The expected long-term rate of return on plan assets used for pension accounting is determined based on the historical long-term rate of return on plan assets. The discount rate is determined based on the rates of return of high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension benefits.
(n) Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
F-13
Ricoh 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% likely of being realized upon settlement. Interests and penalties accrued related to unrecognized tax benefits are included in income taxes in the consolidated statements of income.
(o) Research and Development Expenses and Advertising Costs
Research and development expenses and advertising costs are expensed as incurred.
(p) Shipping and Handling Costs
Shipping and handling costs, which mainly include transportation to customers, are included in selling, general and administrative expenses in the consolidated statements of income.
(q) Impairment or Disposal of Long-Lived Assets
Long-lived assets and acquired intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset or asset group to the expected future undiscounted net cash flows of the asset or asset group. If an asset or asset group is considered to be impaired, the impairment charge to be recognized is measured as the amount by which the carrying amount of the asset or asset group exceeds fair value. Long-lived assets meeting the criteria to be considered as held for sale are reported at the lower of their carrying amount or fair value less costs to sell.
Ricoh recognized impairment losses of ¥842 million ($10,145 thousand) in total, as a component of cost of sales and selling, general and administrative expenses for the year ended March 31, 2011, mainly consisting of ¥332 million ($4,000 thousand) and ¥374 million ($4,506 thousand).
Toolings, jigs and other assets of digital camera manufacturing facilities were impaired by ¥332 million ($4,000 thousand), as a result of worsening economic circumstances. Ricoh estimated that the carrying amounts would not be recoverable through future cash flows. The fair value of these assets was determined using discounted cash flow method. The impairment losses were included in the results of other segment.
Buildings, building-associated assets and structures which were not expected to use as business assets were impaired by ¥374 million ($4,506 thousand) with the closure of the business office in April 2011. The fair value of these assets was determined based on a quoted market price. The impairment losses were included in the results of Imaging & Solutions segment and Industrial Products segment.
In addition, management considered the potential effects caused by the Great East Japan Earthquake that occurred on March 11, 2011 on the ability to recover the carrying amounts of Ricohs long-lived assets and concluded no impairment losses on long-lived assets had occurred for the year ended March 31, 2011.
Ricoh recognized impairment losses of ¥2,353 million in total for the year ended March 31, 2010.
Impairment losses of ¥518 million were recorded, related to toolings, jigs and other assets of digital camera manufacturing facilities, as a result of worsening economic circumstances. Ricoh estimated that the carrying amounts would not be recoverable through future cash flows. The fair value of these assets was determined using discounted cash flow method. The impairment losses were included in the results of other segment.
F-14
Ricoh made a decision to vacate one of its office facilities as a part of the redeployment of office around the Tokyo metropolitan area. As a result, Ricoh recognized impairment losses of ¥828 million, related to land, buildings, building-associated assets and structures which were not expected to use as business assets. The fair value of these assets was determined based on a quoted market price. The impairment losses were included in the results of imaging & solutions segment.
Plant and equipment of its meter production equipment business were impaired by ¥511 million, as a result of continued sluggish demand in the measuring equipment manufacturing industry and diminished profitability of this business. Ricoh estimated that the carrying amounts would not be recoverable through future cash flows. The fair value of these assets was determined using discounted cash flow method. The impairment losses were included in the results of Industrial Products segment. Additionally, Ricoh also recognized impairment losses of ¥496 million, related to other immaterial business for the year ended March 31, 2010. These assets were comprised in Other segment.
(r) Net Income Attributable to Ricoh Company, Ltd. per Share
Basic net income attributable to Ricoh Company, Ltd. per share of common stock is calculated by dividing net income attributable to Ricoh Company, Ltd. by the weighted-average number of shares of common stock outstanding during the period. The calculation of diluted net income attributable to Ricoh Company, Ltd. per share of common stock is similar to the calculation of basic net income attributable to Ricoh Company, Ltd. per share, except that the weighted-average number of shares outstanding includes the additional dilution from potential common stock equivalents such as convertible bonds.
(s) Non-cash Investing and Financing Transactions
Non-cash investing and financing transactions are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Debt assumed in connection with business acquisition |
¥ | 81,737 | ¥ | 3,941 | | | ||||||||||
Issuance of treasury stock in exchange for subsidiarys stock |
¥ | 9,138 | | | | |||||||||||
Debt assumed in connection with adoption of new accounting standard for VIE |
| | ¥ | 20,229 | $ | 243,723 |
(t) Use of Estimates
Management of Ricoh has made a number of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of fair value of financial instruments and contingent assets and liabilities, to prepare these financial statements in conformity with U.S. generally accepted accounting principles. Actual results could differ from those estimates.
Ricoh has identified seven areas where it believes assumptions and estimates are particularly critical to the consolidated financial statements. These are determination of the allowance for doubtful receivables, impairment of securities, impairment of long-lived assets including goodwill, uncertain tax positions, realizability of deferred tax assets, the valuation of assets and liabilities in business combinations and pension accounting.
F-15
(u) Recently Adopted New Accounting Standards
In December 2009, the FASB issued Accounting Standard Update (ASU) 2009-16. This ASU eliminates the concept of a qualifying special-purpose entity, establishes conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies the financial-asset derecognition criteria, revises how interests retained by the transferor in a sale of financial assets initially are measured, removes the guaranteed mortgage securitization recharacterization provisions and requires additional disclosures. It is effective for fiscal years beginning after November 15, 2009 and for subsequent interim and annual reporting periods, and was adopted by Ricoh in the first quarter beginning April 1, 2010.
In December 2009, the FASB issued ASU 2009-17. This ASU requires an enterprise to perform an analysis to identify the primary beneficiary of a variable interest entity and also requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. It is effective for fiscal years beginning after November 15, 2009 and for subsequent interim and annual reporting periods and earlier application is prohibited. It was adopted by Ricoh in the first quarter beginning April 1, 2010.
Regarding an effect on Ricohs consolidated financial position or results of operations by adoption of ASU 2009-16 and ASU 2009-17, refer to Note 4.
In July 2010, the FASB issued ASU 2010-20. This ASU is intended to provide a greater level of disaggregated information about the credit quality of its financing receivables and its allowance for credit losses. In addition, it requires to disclose mainly allowance for credit losses, credit quality indicators and the aging of past due information of financing receivables by portfolio segment or class. It is effective for fiscal years ending on or after December 15, 2010, and was adopted by Ricoh in the fiscal year ended March 31, 2011. The only impact from this guidance was to require Ricoh to expand disclosures regarding financing receivables and allowance for doubtful receivables. Refer to Note 19.
(v) Reclassifications
Certain reclassifications have been made to the prior years financial statements to conform with the current years presentation.
3. ACQUISITION
In October 2008, Ricoh acquired IKON through the Company's wholly owned U.S. distribution subsidiary, Ricoh Americas Corporation (RAC) for total cash consideration of ¥170,310 million, including transaction costs. This acquisition was financed with bank loans. IKON supplies and services a wide range of office equipment, such as MFPs, fax machines and printers, in the North America and the Western European markets. With this acquisition, Ricoh aims to strengthen and broaden its business opportunities and infrastructure in the North America and Europe by capitalizing on IKONs broad sales and service network and gaining access to IKONs customer relationships, which includes large private corporations as well as government and public sector entities/organizations.
Ricoh applied the purchase method of accounting to account for the acquisition and, accordingly, the purchase price has been allocated to the tangible and intangible net assets of IKON based on the estimated fair value of such net assets. The amount of consideration paid in excess of the estimated fair value of the net identifiable assets acquired was recorded as goodwill that is not tax deductible. Ricoh reflected certain preliminary estimates with respect to the value of the underlying net assets of IKON in determining amounts of the goodwill. Assets, liabilities and operations of IKON has been included in the accompanying consolidated financial statements since the acquisition date.
In connection with the acquisition of IKON, Ricoh recorded certain liabilities in accordance with the guidance issued by FASB on recognition of liabilities in connection with a business combination. These liabilities included those for workforce reductions and facilities integration, intended to align the companys capacity and infrastructure, and promote synergies within the business to provide more effective services to customers. The liabilities included mainly accrual for severance of ¥2,029 million, and property exit cost ¥1,008 million associated with the acquisition of IKON.
F-16
During the year ended March 31, 2010, the purchase price allocation of IKON was completed and Ricoh recorded adjustments of approximately ¥2,475 million in goodwill as a result of fair value adjustments for the prior year acquisition of IKON, which relates primarily to inventories, net deferred tax assets and long term liabilities. The following table reflects the finalized purchase price allocation of IKON:
Millions of Yen | ||||
Receivables and other assets |
¥ | 139,252 | ||
Property and equipment |
18,798 | |||
Identifiable intangible assets |
55,566 | |||
Goodwill |
145,753 | |||
Trade payables |
(23,616 | ) | ||
Indebtedness |
(81,737 | ) | ||
Other liabilities |
(83,706 | ) | ||
Total cash consideration |
¥ | 170,310 | ||
Identifiable intangible assets of IKON included a trademark of ¥1,968 million which was estimated to have remaining useful life of 3 years, customer relationships of ¥53,136 million which were estimated to have remaining useful life of 10 years to 20 years, and other intangible assets of ¥462 million. Goodwill arising from the acquisition of IKON has been allocated to the Imaging & Solutions segment. The primary items that generated the goodwill are the value of the synergies between IKON and Ricoh and the acquired assembled workforce, neither of which qualify as an identifiable intangible asset.
Supplemental unaudited pro forma information, as if the IKON acquisition were consummated at the beginning of the year ended March 31, 2009, is as follows:
Millions of yen | ||||
2009 | ||||
Net sales |
¥ | 2,301,087 | ||
Net income attributable to Ricoh Company, Ltd. |
3,326 | |||
Yen | ||||
2009 | ||||
Net income attributable to Ricoh Company, Ltd. per share: |
||||
Basic |
¥ | 4.59 | ||
Diluted |
4.44 |
The supplemental unaudited pro forma information is based on estimates and assumptions, which Ricoh believes are reasonable; it is not necessarily indicative of the consolidated financial position or results for future periods or the results that actually would have been realized had IKON been a combined company as of the beginning of the period presented. The unaudited pro forma results include amortization charges for acquired intangible assets, eliminations of intercompany transactions, adjustments to interest expenses and related tax effects.
Ricoh acquired other immaterial entities during the year ended March 31, 2009, 2010 and 2011 for cash consideration of ¥4,777 million, ¥4,760 million and ¥1,415 million ($17,048 thousand), net of cash acquired, respectively.
F-17
4. FINANCE RECEIVABLES
Finance receivables as of March 31, 2010 and 2011 are comprised primarily of lease receivables and installment loans.
Ricohs products are leased to domestic customers primarily through Ricoh Leasing Company, Ltd., a majority-owned domestic subsidiary, and to overseas customers primarily through certain overseas subsidiaries. Most of these leases are accounted for as sales-type leases. Sales revenue from sales-type leases is recognized at the inception of the leases.
Information pertaining to Ricohs lease receivables as of March 31, 2010 and 2011 is as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Future minimum lease payments to be received |
¥ | 617,883 | ¥ | 624,316 | $ | 7,521,880 | ||||||
Estimated non-guaranteed residual values |
10,967 | 8,750 | 105,421 | |||||||||
Unearned income |
(43,609 | ) | (40,720 | ) | (490,602 | ) | ||||||
Allowance for doubtful receivables |
(10,706 | ) | (10,527 | ) | (126,831 | ) | ||||||
Lease receivables, net |
574,535 | 581,819 | 7,009,868 | |||||||||
Less - Current portion of lease receivable, net |
(191,884 | ) | (202,934 | ) | (2,444,988 | ) | ||||||
Amounts due after one year, net |
¥ | 382,651 | ¥ | 378,885 | $ | 4,564,880 | ||||||
As of March 31, 2011, the future minimum lease payments to be received due in each of the next five years and thereafter are as follows:
Years ending March 31 |
Millions of Yen | |||
2012 |
¥ | 226,264 | ||
2013 |
172,406 | |||
2014 |
120,452 | |||
2015 |
72,084 | |||
2016 |
27,593 | |||
2017 and thereafter |
5,517 | |||
Total |
¥ | 624,316 | ||
The Companys subsidiary, Ricoh Leasing Company, Ltd., has also extended certain types of loans as part of its business activity, which are primarily residential housing loans in Japan secured by the underlying real estate properties. The total balance of these loans, net of allowance for doubtful receivables, as of March 31, 2010 and 2011 was ¥67,505 million and ¥72,634million ($875,108 thousand), respectively. The current portion of loans receivable was ¥4,260 million and ¥5,737 million ($69,121 thousand), respectively, as of March 31, 2010 and 2011, and was included in current maturities of long-term finance receivables, net in the accompanying consolidated balance sheets. Loan activities for the years ended March 31, 2009, 2010 and 2011 are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
New loans |
¥ | 15,324 | ¥ | 15,392 | ¥ | 15,465 | $ | 186,325 | ||||||||
Repayment of outstanding loans |
9,670 | 8,586 | 9,777 | 117,795 |
F-18
Ricoh Leasing Company, Ltd. made: (1) transferring its lease receivables to a trust that had satisfied the conditions of qualifying special-purpose entity (QSPE) and received the beneficial interests in the trust originated from the transferred assets; and subsequently, (2) transferring the non-subordinated beneficial interests to and receiving cash as consideration from SPE that are different from the trust mentioned above, as a part of revolving securitization programs.
Since QSPE had been excluded from the scope of consolidation until the year ended March 31, 2010, the retained subordinated beneficial interests were recorded on the consolidated balance sheet at a fair value as of the transferring date of these receivables. The retained subordinated interests were considered as variable interests, since the subordinated interests had the obligation to absorb the expected loss of the trust. Ricoh determined the fair value of the retained interests by discounting the future cash flows. Those cash flows were estimated based on credit losses and other information as available and were discounted at a rate which Ricoh believes is commensurate with the risk free rate plus a risk premium. Ricoh expected certain unrecoverable amount for lease receivables and reflected such unrecoverable amount in measuring fair value of retained interest. As Ricohs retained interests are subordinate to the investors interests, their value is subject to credit, prepayment and interest rate risk on the sold financial assets.
Key economic assumptions used in measuring the fair value of retained interests related to securitization transactions completed for the year ended March 31, 2010 are as follows:
2010 | ||
Expected credit losses |
1.84% 1.86% | |
Discount rate |
2.00% 3.00% | |
Annual prepayment rate |
3.39% 9.94% | |
Weighted average residual period (in years) |
4.99 |
The new consolidation provisions, which came into effect on April 1, 2010, eliminated the concept of QSPE. In accordance with the new consolidation provisions, Ricoh performed a qualitative analysis to determine the primary beneficiary of a Variable Interest Entity (VIE). The primary beneficiary of a VIE has both the : (1) power to direct the activities of a VIE that most significantly impact the entitys economic performance and (2) obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Ricoh Leasing Company, Ltd. was considered as the primary beneficiary since Ricoh Leasing Company, Ltd. acted as a special servicer for lease receivables transferred to the trust and therefore, deemed to meet the criteria (1) and (2) above.
As a result of the above consideration, for the year beginning on April 1, 2010, Ricoh consolidated the trust, which had been unconsolidated prior to March 31, 2010, at the carrying amounts of the trust's assets and liabilities as of April 1, 2010, eliminating the retained subordinated beneficial interests on the consolidated balance sheet.
The impacts of consolidation of trust are considered immaterial to Ricohs results of operation. The main effects on Ricohs consolidated financial position are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||
2011 | 2011 | |||||||
Current maturities of long-term finance receivables, net |
¥ | 8,460 | $ | 101,928 | ||||
Long-term finance receivables, net |
15,849 | 190,952 | ||||||
Current maturities of long-term indebtedness- |
7,044 | 84,868 | ||||||
Secured loans caused by lease transactions |
3,107 | 37,434 | ||||||
Long-term indebtedness- |
13,197 | 159,000 | ||||||
Secured loans caused by lease transactions |
5,820 | 70,120 |
F-19
For the difference between the net amount added to the balance sheet and the amount of previously recognized interest in the newly consolidated VIE, Ricoh recognized a cumulative effect adjustment of ¥410 million ($4,940 thousand) to retained earnings and ¥392 million ($4,723 thousand) to noncontrolling interests as of April 1, 2010. Servicing assets or liabilities related to securitization transactions initiated were not recorded, because the servicing fees adequately compensate Ricoh.
Since Ricoh Leasing Company, Ltd. retained subordinated beneficial interests and such interests did not meet the definition of participating interest, the transferring of the non-subordinated beneficial interests was recorded as secured loans. Lease receivables are only to be used to settle obligation of the trusts liabilities or SPE's liabilities in substantially.
The following table summarizes certain cash flows received from and paid to the SPE for all securitization activities of which lease receivables had been derecognized, for the years ended March 31, 2009 and 2010:
Millions of Yen | ||||||||
2009 | 2010 | |||||||
Servicing fees received |
¥ | 13 | ¥ | 11 | ||||
Repurchases of delinquent or ineligible assets |
2,037 | 1,606 | ||||||
Transferred lease receivables, net of retained interest |
9,143 | 8,811 | ||||||
Repurchases of terminated securitization of assets |
10,000 | | ||||||
Payments by terminating revolving securitization of assets |
3,608 | 1,141 |
Amounts of all receivables managed and securitized, delinquencies receivables as of March 31, 2010 and amounts of net credit losses for the year then ended, are as follows. The amounts as of March 31, 2011 are omitted because there were no lease receivables derecognized:
Millions of Yen | ||||||||||||
2010 | ||||||||||||
Total principal amount of receivables |
Principal amount of receivables 4 months or more past due |
Net credit losses |
||||||||||
Principal amount outstanding |
¥ | 610,870 | ¥ | 5,419 | ¥ | 4,991 | ||||||
Less - Receivables securitized |
(25,629 | ) | ||||||||||
Receivables held in portfolio |
¥ | 585,241 | ||||||||||
Apart from the transactions mentioned above, Ricohs foreign subsidiaries transferred lease receivables with recourse. Ricoh recorded these transfers as secured loans, since these transactions did not meet the derecognition criteria of financial assets. The assets and liabilities that were accounted for as secured loans are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Current maturities of long-term finance receivables, net |
¥ | | ¥ | | ¥ | 1,686 | $ | 20,313 | ||||||||
Long-term finance receivables, net |
| | 6,827 | 82,253 | ||||||||||||
Current maturities of long-term indebtedness |
| | 1,686 | 20,313 | ||||||||||||
Long-term indebtedness |
| | 6,827 | 82,253 |
F-20
5. INVESTMENT SECURITIES
Securities as of March 31, 2010 and 2011 consist of the followings:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Non-current: |
||||||||||||
Available-for-sale securities |
¥ | 46,624 | ¥ | 46,938 | $ | 565,518 | ||||||
Non-marketable equity securities |
2,425 | 1,971 | 23,747 | |||||||||
¥ | 49,049 | ¥ | 48,909 | $ | 589,265 | |||||||
The respective cost, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale securities as of March 31, 2010 and 2011 are as follows:
Millions of Yen | Thousands of U.S. Dollars | |||||||||||||||||||||||||||||||||||||||||||||||
2010 | 2011 | 2011 | ||||||||||||||||||||||||||||||||||||||||||||||
Cost | Gross unrealized holding gains |
Gross unrealized holding losses |
Fair value |
Cost | Gross unrealized holding gains |
Gross unrealized holding losses |
Fair value |
Cost | Gross unrealized holding gains |
Gross unrealized holding losses |
Fair value |
|||||||||||||||||||||||||||||||||||||
Non-current: |
||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities |
¥ | 40,552 | ¥ | 5,300 | ¥ | 1,093 | ¥ | 44,759 | ¥ | 40,765 | ¥ | 4,655 | ¥ | 327 | ¥ | 45,093 | $ | 491,145 | $ | 56,084 | $ | 3,940 | $ | 543,289 | ||||||||||||||||||||||||
Corporate debt securities |
1,778 | 87 | | 1,865 | 1,802 | 43 | | 1,845 | 21,711 | 518 | | 22,229 | ||||||||||||||||||||||||||||||||||||
¥ | 42,330 | ¥ | 5,387 | ¥ | 1,093 | ¥ | 46,624 | ¥ | 42,567 | ¥ | 4,698 | ¥ | 327 | ¥ | 46,938 | $ | 512,856 | $ | 56,602 | $ | 3,940 | $ | 565,518 | |||||||||||||||||||||||||
Gross unrealized holding losses and the fair value of available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2011 and 2010 are as follows:
Millions of Yen | ||||||||||||||||||||||||
March 31, 2011 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair value | Gross unrealized holding losses |
Fair value | Gross unrealized holding losses |
Fair value | Gross unrealized holding losses |
|||||||||||||||||||
Non-current |
||||||||||||||||||||||||
Available-for-sale: |
||||||||||||||||||||||||
Equity securities |
¥ | 1,341 | ¥ | 261 | ¥ | 238 | ¥ | 66 | ¥ | 1,579 | ¥ | 327 | ||||||||||||
Thousands of U.S. Dollars | ||||||||||||||||||||||||
March 31, 2011 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair value | Gross unrealized holding losses |
Fair value | Gross unrealized holding losses |
Fair value | Gross unrealized holding losses |
|||||||||||||||||||
Non-current |
||||||||||||||||||||||||
Available-for-sale: |
||||||||||||||||||||||||
Equity securities |
$ | 16,157 | $ | 3,145 | $ | 2,867 | $ | 795 | $ | 19,024 | $ | 3,940 | ||||||||||||
Millions of Yen | ||||||||||||||||||||||||
March 31, 2010 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair value | Gross unrealized holding losses |
Fair value | Gross unrealized holding losses |
Fair value | Gross unrealized holding losses |
|||||||||||||||||||
Available-for-sale: |
||||||||||||||||||||||||
Equity securities |
¥ | 26,871 | ¥ | 836 | ¥ | 985 | ¥ | 257 | ¥ | 27,856 | ¥ | 1,093 |
F-21
Gross unrealized holding losses of available-for-sale securities as of March 31, 2011 consist of 39 kinds of securities. Ricoh judged the decline in fair value of investment securities at yearend to be temporary, with considering such factors as financial and operating conditions of issuer, the industry in which the issuer operates and other relevant factors. Ricoh judged the degree of decline in fair value of investment securities against the fair value to be immaterial.
The contractual maturities of debt securities classified as available-for-sale as of March 31, 2011, regardless of their balance sheet classification, are as follows:
Millions of Yen | Thousands of U.S. Dollars | |||||||||||||||
Cost | Fair value | Cost | Fair value | |||||||||||||
Due after one year through five years |
¥ | 517 | ¥ | 519 | $ | 6,229 | $ | 6,253 | ||||||||
Over five years |
1,285 | 1,326 | 15,482 | 15,976 | ||||||||||||
¥ | 1,802 | ¥ | 1,845 | $ | 21,711 | $ | 22,229 | |||||||||
Proceeds from the sales of available-for-sale securities were ¥243 million, ¥1,027 million and ¥126 million ($1,518 thousand) for the years ended March 31, 2009, 2010 and 2011, respectively.
There were no significant realized gains and losses from the sales of available-for-sale securities for the years ended March 31, 2009, 2010 and 2011.
The losses on impairment of available-for-sale securities were ¥1,844 million ($22,217 thousand) for the year ended March 31, 2011. The number of impaired available-for-sale securities was 14 for the year ended March 31, 2011. The cause of the impairment was the decline of the stock markets. Ricoh regarded these losses as other-than-temporary impairments because it did not believe that the quoted market price of such securities would recover to its cost basis within the near term, as of March 31, 2011.
There were no significant losses on impairment of available-for-sale securities for the year ended March 31, 2010.
The losses on impairment of available-for-sale securities were ¥26,543 million for the year ended March 31, 2009. The number of impaired available-for-sale securities was 23 for the year ended March 31, 2009. The cause of the impairment was the decline of the stock markets. Ricoh regarded these losses as other-than-temporary impairments because it did not believe that the quoted market price of such securities would recover to its cost basis within the near term, as of March 31, 2009.
As for net unrealized gains and losses on securities in accumulated other comprehensive income (loss) and related reclassification adjustments for gains and losses realized in net income for the years ended March 31, 2009, 2010 and 2011, refer to Note 13.
F-22
6. INVESTMENTS IN AND ADVANCES TO AFFILIATES
The investments in and advances to affiliates primarily relate to 20% to 50% owned companies. Ricohs equity in the underlying net book values of the companies is approximately equal to their individual carrying values of ¥819 million and ¥213 million ($2,566 thousand) at March 31, 2010 and 2011, respectively.
Summarized financial information for all affiliates for the year ended March 31, 2009 is as follows:
Millions of Yen | ||||
Operations |
2009 | |||
Sales |
¥ | 4,617 | ||
Costs and expenses |
4,785 | |||
Net loss attributable to controlling interests |
¥ | (168 | ) | |
Summarized financial information for all affiliates as of March 31, 2010 and 2011 and for the years ended March 31, 2010 and 2011 is omitted because these investees are insignificant to Ricohs consolidated financial position or results of operations.
The significant transactions of Ricoh with these affiliates for the year ended March 31, 2009 are summarized as follows:
Millions of Yen | ||||
2009 | ||||
Transactions: |
||||
Sales |
¥ | 6,677 | ||
Purchases |
1,773 | |||
Dividend income |
188 |
Transactions of Ricoh with these affiliates for the years ended March 31, 2010 and 2011, and the related account balances at March 31, 2010 and 2011 are omitted because there were no significant transactions or balances with these affiliates.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
The information for intangible assets subject to amortization and for intangible assets not subject to amortization as of March 31, 2010 and 2011 is as follows:
Millions of Yen | ||||||||||||||||||||||||
2010 | 2011 | |||||||||||||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
|||||||||||||||||||
Other intangible assets subject to amortization: |
||||||||||||||||||||||||
Software |
¥ | 141,046 | ¥ | (83,622 | ) | ¥ | 57,424 | ¥ | 147,204 | ¥ | (88,502 | ) | ¥ | 58,702 | ||||||||||
Trademarks and customer relationships |
106,776 | (38,644 | ) | 68,132 | 86,074 | (33,225 | ) | 52,849 | ||||||||||||||||
Other |
33,250 | (11,740 | ) | 21,510 | 36,011 | (17,731 | ) | 18,280 | ||||||||||||||||
Total |
281,072 | (134,006 | ) | 147,066 | 269,289 | (139,458 | ) | 129,831 | ||||||||||||||||
Other intangible assets not subject to amortization |
820 | 817 | ||||||||||||||||||||||
Total other intangible assets |
¥ | 147,886 | ¥ | 130,648 | ||||||||||||||||||||
F-23
Thousands of U.S. Dollars | ||||||||||||
2011 | ||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
||||||||||
Other intangible assets subject to amortization: |
||||||||||||
Software |
$ | 1,773,542 | $ | (1,066,289 | ) | $ | 707,253 | |||||
Trademarks and customer relationships |
1,037,036 | (400,301 | ) | 636,735 | ||||||||
Other |
433,868 | (213,627 | ) | 220,241 | ||||||||
Total |
3,244,446 | (1,680,217 | ) | 1,564,229 | ||||||||
Other intangible assets not subject to amortization |
9,843 | |||||||||||
Total other intangible assets |
$ | 1,574,072 | ||||||||||
The aggregate amortization expense of other intangible assets subject to amortization for the years ended March 31, 2009, 2010 and 2011 was ¥26,931 million, ¥28,612 million and ¥26,161 million ($315,193 thousand), respectively. The future amortization expense for each of the next five years relating to existing intangible assets is estimated to be the followings at March 31, 2011:
Years ending March 31 |
Millions of Yen | |||
2012 |
¥ | 27,692 | ||
2013 |
21,729 | |||
2014 |
17,358 | |||
2015 |
14,789 | |||
2016 |
11,835 |
The changes in the carrying amounts of goodwill for the years ended March 31, 2010 and 2011, are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Balance at beginning of year |
¥ | 250,330 | ¥ | 246,637 | $ | 2,971,530 | ||||||
Goodwill acquired during the year |
6,579 | 546 | 6,578 | |||||||||
Foreign exchange impact and other |
(10,272 | ) | (26,120 | ) | (314,698 | ) | ||||||
Balance at end of year |
¥ | 246,637 | ¥ | 221,063 | $ | 2,663,410 | ||||||
As of March 31, 2010 and 2011, all of the carrying amounts of goodwill were allocated to the Imaging & Solutions segment.
F-24
8. INCOME TAXES
Income (loss) before income taxes and equity in earnings of affiliates and provision for income taxes for the years ended March 31, 2009, 2010 and 2011 are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Income (loss) before income taxes and equity in earnings of affiliates |
||||||||||||||||
Domestic |
¥ | 31,861 | ¥ | 58,564 | ¥ | (11,860 | ) | $ | (142,892 | ) | ||||||
Foreign |
(922 | ) | (1,040 | ) | 57,260 | 689,880 | ||||||||||
¥ | 30,939 | ¥ | 57,524 | ¥ | 45,400 | $ | 546,988 | |||||||||
Provision for income taxes: |
||||||||||||||||
Current: |
||||||||||||||||
Domestic |
¥ | 20,077 | ¥ | 26,897 | ¥ | (2,821 | ) | $ | (33,988 | ) | ||||||
Foreign |
7,244 | 598 | 24,486 | 295,012 | ||||||||||||
27,321 | 27,495 | 21,665 | 261,024 | |||||||||||||
Deferred: |
||||||||||||||||
Domestic |
(4,473 | ) | (3,505 | ) | 639 | 7,699 | ||||||||||
Foreign |
(690 | ) | 3,688 | 317 | 3,819 | |||||||||||
(5,163 | ) | 183 | 956 | 11,518 | ||||||||||||
Consolidated provision for income taxes |
¥ | 22,158 | ¥ | 27,678 | ¥ | 22,621 | $ | 272,542 | ||||||||
Total income taxes are allocated as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Provision for income taxes relating to continuing operations |
¥ | 22,158 | ¥ | 27,678 | ¥ | 22,621 | $ | 272,542 | ||||||||
Equity: |
||||||||||||||||
Foreign currency translation adjustments |
(19 | ) | (2 | ) | (20 | ) | (241 | ) | ||||||||
Net unrealized gains and losses on securities |
366 | 361 | 65 | 783 | ||||||||||||
Net unrealized gains and losses on derivatives |
(4 | ) | (547 | ) | (8 | ) | (96 | ) | ||||||||
Pension liability adjustments |
(22,879 | ) | 4,761 | (107 | ) | (1,289 | ) | |||||||||
¥ | (378 | ) | ¥ | 32,251 | ¥ | 22,551 | $ | 271,699 | ||||||||
The Company and its domestic subsidiaries are subject to a national corporate tax of 30%, an inhabitant tax of approximately 6% and a deductible enterprise tax approximately 8%, which in the aggregate resulted in the normal statutory tax rate of approximately 41%. The normal statutory tax rate differs from the effective tax rate for the years ended March 31, 2009, 2010 and 2011 as a result of the following:
2009 | 2010 | 2011 | ||||||||||
Normal statutory tax rate |
41 | % | 41 | % | 41 | % | ||||||
Nondeductible expenses and tax-exempt income |
1 | 2 | 4 | |||||||||
Recognition of valuation allowance |
45 | 16 | 25 | |||||||||
Reversal of valuation allowance |
(8 | ) | (5 | ) | (3 | ) | ||||||
Tax credit for increased research and development expense |
(3 | ) | (8 | ) | (2 | ) | ||||||
Unrecognized tax benefits |
13 | (1 | ) | 0 | ||||||||
Taxes on undistributed earnings of overseas subsidiaries |
(8 | ) | 3 | 0 | ||||||||
Prior period tax accrual adjustment |
(5 | ) | (2 | ) | 0 | |||||||
Difference in statutory tax rates of foreign subsidiaries |
(7 | ) | (3 | ) | (13 | ) | ||||||
Other, net |
3 | 5 | (2 | ) | ||||||||
Effective tax rate |
72 | % | 48 | % | 50 | % | ||||||
Nondeductible expenses include directors bonuses and entertainment expenses.
F-25
The tax effects of temporary differences and carryforwards giving rise to the consolidated deferred tax assets and liabilities as of March 31, 2010 and 2011 are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Deferred tax assets: |
||||||||||||
Accrued expenses |
¥ | 24,380 | ¥ | 22,176 | $ | 267,181 | ||||||
Property, plant and equipment |
5,657 | 4,560 | 54,940 | |||||||||
Accrued pension and severance costs |
55,051 | 56,130 | 676,265 | |||||||||
Net operating loss carryforwards |
26,110 | 35,718 | 430,337 | |||||||||
Other |
23,456 | 21,856 | 263,325 | |||||||||
Total gross deferred tax assets |
134,654 | 140,440 | 1,692,048 | |||||||||
Less - Valuation allowance |
(28,982 | ) | (36,249 | ) | (436,735 | ) | ||||||
Total deferred tax assets |
105,672 | 104,191 | 1,255,313 | |||||||||
Deferred tax liabilities: |
||||||||||||
Sales-type leases |
(3,758 | ) | (2,482 | ) | (29,904 | ) | ||||||
Undistributed earnings of foreign subsidiaries and affiliates, etc. |
(12,086 | ) | (12,011 | ) | (144,711 | ) | ||||||
Net unrealized gains and losses on securities |
(1,957 | ) | (1,993 | ) | (24,012 | ) | ||||||
Basis difference of acquired intangible assets |
(23,470 | ) | (19,889 | ) | (239,626 | ) | ||||||
Other |
(2,992 | ) | (6,422 | ) | (77,373 | ) | ||||||
Total deferred tax liabilities |
(44,083 | ) | (42,797 | ) | (515,626 | ) | ||||||
Net deferred tax assets |
¥ | 61,589 | ¥ | 61,394 | $ | 739,687 | ||||||
Net deferred tax assets as of March 31, 2010 and 2011 are included in the consolidated balance sheets as follows: | ||||||||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Deferred income taxes and other (Current assets) |
¥ | 41,684 | ¥ | 47,973 | $ | 577,988 | ||||||
Lease deposits and other (Investments and other assets) |
40,233 | 35,653 | 429,554 | |||||||||
Accrued expenses and other (Current liabilities) |
(1,098 | ) | (3,182 | ) | (38,337 | ) | ||||||
Deferred income taxes and other (Long-term liabilities) |
(19,230 | ) | (19,050 | ) | (229,518 | ) | ||||||
¥ | 61,589 | ¥ | 61,394 | $ | 739,687 | |||||||
The net changes in the total valuation allowance for the years ended March 31, 2009, 2010 and 2011 were increases of ¥13,511 million, ¥4,810 million and ¥7,267 million ($87,554 thousand), respectively. The valuation allowance primarily relates to deferred tax assets of the consolidated subsidiaries with net operating loss carryforwards for tax purposes that are not expected to be realized.
In assessing the realizability of deferred tax assets, Ricoh considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and whether loss carryforwards are utilizable. Ricoh considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, Ricoh believes it is more likely than not that the deferred tax assets of these deductible differences, net of the existing valuation allowance will be realized. The amount of the deferred tax asset considered realizable, however, would be reduced if estimates of future taxable income during the carryforward period are reduced.
F-26
As of March 31, 2011, the Company and certain subsidiaries had net operating losses carried forward for income tax purposes of approximately ¥157,772 million ($1,900,867 thousand) which were available to reduce future taxable income, if any. Approximately ¥5,836 million ($70,313 thousand) of the operating losses will expire within 3 years, ¥38,195 million ($460,181 thousand) will expire within 4 years to 7 years and ¥90,261 million ($1,087,482 thousand) will expire over 7 years. The remainder have indefinite carryforward period.
Ricoh has not recognized a deferred tax liability for certain portion of the undistributed earnings of its foreign subsidiaries of ¥348,551 million ($4,199,410 thousand) as of March 31, 2011 because Ricoh considers these earnings to be indefinitely reinvested. The calculation of the related unrecognized deferred tax liability is not practicable.
Reconciliations of the beginning and ending amount of unrecognized tax benefits are as follows:
Millions of Yen | Thousands of U.S. dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Beginning balance |
¥ | 5,623 | ¥ | 11,816 | ¥ | 12,050 | $ | 145,180 | ||||||||
Additions due to acquisition |
1,917 | | | | ||||||||||||
Additions for tax positions of current year |
4,350 | 473 | 12 | 145 | ||||||||||||
Additions for tax positions of prior years |
1,538 | 1,573 | 148 | 1,783 | ||||||||||||
Reductions for tax positions of prior years |
(546 | ) | (519 | ) | (313 | ) | (3,771 | ) | ||||||||
Settlements |
(721 | ) | (628 | ) | (243 | ) | (2,928 | ) | ||||||||
Effect of exchange rate changes |
(345 | ) | (665 | ) | (1,201 | ) | (14,469 | ) | ||||||||
Ending balance |
¥ | 11,816 | ¥ | 12,050 | ¥ | 10,453 | $ | 125,940 | ||||||||
Total amount of unrecognized tax benefits as of March 31, 2010 and 2011 that would reduce the effective tax rate, if recognized, are ¥10,624 and ¥9,114 million ($109,807 thousand), respectively.
Although Ricoh believes its estimates and assumptions of unrecognized tax benefits are reasonable, uncertainty regarding the final determination of tax audit settlements and any related litigation could affect the effective tax rate in the future periods. Based on each of the items of which Ricoh is aware as of March 31, 2011, no significant changes to the unrecognized tax benefits are expected within the next twelve months.
Ricoh recognizes interest and penalties related to unrecognized tax benefits in provision for income taxes in the consolidated statements of income. Both interest and penalties accrued as of March 31, 2010 and 2011 and interest and penalties included in provision for income taxes for the years ended March 31, 2009, 2010 and 2011 are not material.
Ricoh files income tax returns in Japan and various foreign tax jurisdictions. In Japan, Ricoh is no longer subject to regular income tax examinations by the tax authority for fiscal years before 2009. While there has been no specific indication by the tax authority that Ricoh will be subject to a transfer pricing examination in the near future, the tax authority could conduct a transfer pricing examination for fiscal years after 2005. In other major foreign tax jurisdictions, including the United States and United Kingdom, Ricoh is no longer subject to income tax examinations by tax authorities for fiscal years before 2006 with few exceptions.
F-27
9. SHORT-TERM BORROWINGS
Short-term borrowings as of March 31, 2010 and 2011 consist of the followings:
Weighted average interest rate |
Millions of Yen | Thousands of U.S. Dollars |
||||||||||||||||||
2010 | 2011 | 2010 | 2011 | 2011 | ||||||||||||||||
Borrowings, principally from banks |
0.7 | % | 0.8 | % | ¥ | 23,441 | ¥ | 24,960 | $ | 300,723 | ||||||||||
Commercial paper |
0.2 | 0.3 | 52,260 | 14,967 | 180,325 | |||||||||||||||
¥ | 75,701 | ¥ | 39,927 | $ | 481,048 | |||||||||||||||
These short-term borrowings included borrowings, principally from banks and commercial paper denominated in foreign currencies amounting to ¥42,163 million and ¥38,947 million ($469,241 thousand) as of March 31, 2010 and 2011, respectively.
The Company and certain subsidiaries enter into the contracts with financial institutions regarding lines of credit and overdrawing. Those same financial institutions hold the issuing programs of commercial paper and medium-term notes. Ricoh had aggregate lines of credit of ¥694,012 million and ¥685,068 million ($8,253,831 thousand) as of March 31, 2010 and 2011, respectively. Unused lines of credit amounted to ¥606,150 million and ¥637,417 million ($7,679,723 thousand) as of March 31, 2010 and 2011, respectively, of which ¥225,652 million and ¥259,978 million ($3,132,265 thousand) related to commercial paper and ¥93,040 million and ¥83,150 million ($1,001,807 thousand) related to medium-term notes programs at prevailing interest rates and the unused portion is available for immediate borrowings.
10. LONG-TERM INDEBTEDNESS
Long-term indebtedness as of March 31, 2010 and 2011 consists of the followings:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Bonds: |
||||||||||||
1.10%, straight bonds, payable in yen, due March 2012 |
¥ | 20,000 | ¥ | 20,000 | $ | 240,964 | ||||||
1.39%, straight bonds, payable in yen, due March 2014 |
50,000 | 50,000 | 602,409 | |||||||||
2.08%, straight bonds, payable in yen, due March 2019 |
15,000 | 15,000 | 180,723 | |||||||||
0.57%, straight bonds, payable in yen, due June 2015 |
| 40,000 | 481,927 | |||||||||
0.88%, straight bonds, payable in yen, due June 2017 |
| 20,000 | 240,964 | |||||||||
1.30%, straight bonds, payable in yen, due December 2010 issued by a consolidated subsidiary |
9,999 | | | |||||||||
6.75%, straight bonds, payable in yen, due December 2025 issued by a consolidated subsidiary |
23,863 | 2,677 | 32,253 | |||||||||
7.30%, straight bonds, payable in yen, due November 2027 issued by a consolidated subsidiary |
8,593 | 1,941 | 23,386 | |||||||||
1.47%, straight bonds, payable in yen, due April 2014 issued by a consolidated subsidiary |
35,000 | 35,000 | 421,687 | |||||||||
0.61%, straight bonds, payable in yen, due January 2014 issued by a consolidated subsidiary |
20,000 | 20,000 | 240,964 | |||||||||
0.61%, straight bonds, payable in yen, due May 2015 issued by a consolidated subsidiary |
| 20,000 | 240,964 | |||||||||
Euro Yen Zero Coupon Convertible Bonds, due December 2011 |
55,092 | 2,221 | 26,759 | |||||||||
Total bonds |
237,547 | 226,839 | 2,733,000 | |||||||||
Unsecured loans- |
||||||||||||
Banks and insurance companies, 1.11% weighted average, due through 2017 |
360,940 | 331,941 | 3,999,289 | |||||||||
Secured loans- |
||||||||||||
Banks, insurance companies and other financial institution, 0.01% weighted average, due through 2014 |
7,252 | 633 | 7,627 | |||||||||
Long-term indebtedness caused by lease transactions (see Note 4) |
| 28,754 | 346,434 | |||||||||
Capital lease obligations (see Note 2(j)) |
2,965 | 2,351 | 28,325 | |||||||||
Total |
608,704 | 590,518 | 7,114,675 | |||||||||
Fair value adjustment (see Note 15) |
40 | | | |||||||||
Less - Current maturities included in current liabilities |
(94,026 | ) | (111,096 | ) | (1,338,506 | ) | ||||||
¥ | 514,718 | ¥ | 479,422 | $ | 5,776,169 | |||||||
F-28
Secured loans are collateralized by land, buildings and lease receivables with book values of ¥13,703 million ($165,096 thousand) and ¥720 million ($8,675 thousand) as of March 31, 2010 and 2011.
All bonds outstanding as of March 31, 2011 are redeemable at the option of Ricoh under certain conditions as provided in the applicable agreements.
Bonds are subject to certain covenants such as restrictions on certain additional secured indebtedness, as defined in the agreements. Ricoh was in compliance with such covenants as of March 31, 2011.
The Company issued Euro Yen Zero Coupon Convertible Bonds of ¥55,275 million in December 2006. Bondholders are able to convert their holdings into common stock under certain circumstances. As of March 31, 2011, the conversion price was ¥2,800 per share and 793 thousand shares would have been issued on conversion of all convertible bonds. The conversion price shall be adjusted for certain events such as a stock split, consolidation of stock or issuance of stock at less than the current market price of the shares. The bonds were redeemed partially before maturity in December 2010, because the holders of the bonds have exercised the put option granted.
As is customary in Japan, substantially all of the bank borrowings are subject to general agreements with each bank which provide, among other things, that the banks may request additional security for these loans if there is reasonable and probable cause and may treat any security furnished to the banks as well as cash deposited as security for all present and future indebtedness. Ricoh has never been requested to submit such additional security with respect to any material borrowings.
The aggregate annual maturities of long-term indebtedness outstanding at March 31, 2011 are as follows:
Years ending March 31 |
Millions of Yen | |||
2012 |
¥ | 111,096 | ||
2013 |
67,979 | |||
2014 |
177,970 | |||
2015 |
100,306 | |||
2016 |
80,142 | |||
2017 and thereafter |
53,025 | |||
Total |
¥ | 590,518 | ||
F-29
11. PENSION AND RETIREMENT ALLOWANCE PLANS
The Company and certain of its subsidiaries have various contributory and noncontributory employees pension fund plans in trust covering substantially all of their employees. Under the plans, employees are entitled to lump-sum payments at the time of termination or retirement, or to pension payments.
Contributions to these plans have been made to provide future pension payments in conformity with an actuarial calculation determined by the current basic rate of pay.
The changes in the benefit obligations and plan assets of the pension plans for the years ended March 31, 2010 and 2011 are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Domestic plans |
2010 | 2011 | 2011 | |||||||||
Change in benefit obligations: |
||||||||||||
Benefit obligations at beginning of year |
¥ | 279,477 | ¥ | 274,880 | $ | 3,311,807 | ||||||
Service cost |
11,255 | 10,819 | 130,349 | |||||||||
Interest cost |
5,249 | 5,705 | 68,735 | |||||||||
Actuarial (gain) loss |
(5,760 | ) | 1,549 | 18,663 | ||||||||
Benefits paid |
(15,341 | ) | (17,263 | ) | (207,988 | ) | ||||||
Benefit obligations at end of year |
274,880 | 275,690 | 3,321,566 | |||||||||
Change in plan assets: |
||||||||||||
Fair value of plan assets at beginning of year |
146,990 | 162,307 | 1,955,506 | |||||||||
Actual return on plan assets |
14,761 | (1,922 | ) | (23,157 | ) | |||||||
Employer contribution |
8,866 | 8,877 | 106,952 | |||||||||
Partial withdrawal of plan assets |
(350 | ) | (240 | ) | (2,892 | ) | ||||||
Benefits paid |
(7,960 | ) | (9,191 | ) | (110,734 | ) | ||||||
Fair value of plan assets at end of year |
162,307 | 159,831 | 1,925,675 | |||||||||
Funded status |
¥ | (112,573 | ) | ¥ | (115,859 | ) | $ | (1,395,891 | ) | |||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Foreign plans |
2010 | 2011 | 2011 | |||||||||
Change in benefit obligations: |
||||||||||||
Benefit obligations at beginning of year |
¥ | 143,344 | ¥ | 171,230 | $ | 2,063,012 | ||||||
Service cost |
2,461 | 1,821 | 21,940 | |||||||||
Interest cost |
9,491 | 9,014 | 108,602 | |||||||||
Plan participants contributions |
590 | 516 | 6,217 | |||||||||
Actuarial loss |
29,423 | 5,571 | 67,120 | |||||||||
Prior service cost (credit) |
(1,376 | ) | 702 | 8,458 | ||||||||
Settlement |
(1,821 | ) | (984 | ) | (11,855 | ) | ||||||
Benefits paid |
(6,732 | ) | (6,292 | ) | (75,807 | ) | ||||||
Foreign exchange impact |
(5,700 | ) | (14,486 | ) | (174,530 | ) | ||||||
Benefit obligations assumed in connection with business acquisition |
1,550 | | | |||||||||
Benefit obligations at end of year |
¥ | 171,230 | ¥ | 167,092 | $ | 2,013,157 | ||||||
Change in plan assets: |
||||||||||||
Fair value of plan assets at beginning of year |
¥ | 122,559 | ¥ | 143,259 | $ | 1,726,012 | ||||||
Actual return on plan assets |
26,895 | 8,671 | 104,470 | |||||||||
Employer contribution |
5,697 | 5,565 | 67,048 | |||||||||
Plan participants contributions |
590 | 516 | 6,217 | |||||||||
Settlement |
(617 | ) | (84 | ) | (1,012 | ) | ||||||
Benefits paid |
(6,732 | ) | (6,292 | ) | (75,807 | ) | ||||||
Foreign exchange impact |
(5,133 | ) | (9,593 | ) | (115,579 | ) | ||||||
Fair value of plan assets at end of year |
¥ | 143,259 | ¥ | 142,042 | $ | 1,711,349 | ||||||
Funded status |
¥ | (27,971 | ) | ¥ | (25,050 | ) | $ | (301,808 | ) | |||
F-30
Net amounts recognized in the consolidated balance sheets as of March 31, 2010 and 2011 consist of:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Domestic plans |
2010 | 2011 | 2011 | |||||||||
Lease deposits and other |
¥ | 4,006 | ¥ | 3,693 | $ | 44,494 | ||||||
Accrued expenses and other |
(6,617 | ) | (6,812 | ) | (82,072 | ) | ||||||
Accrued pension and severance costs |
(109,962 | ) | (112,740 | ) | (1,358,313 | ) | ||||||
Net amount recognized |
¥ | (112,573 | ) | ¥ | (115,859 | ) | $ | (1,395,891 | ) | |||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Foreign plans |
2010 | 2011 | 2011 | |||||||||
Lease deposits and other |
¥ | 1,756 | ¥ | 3,465 | $ | 41,747 | ||||||
Accrued expenses and other |
(222 | ) | (280 | ) | (3,374 | ) | ||||||
Accrued pension and severance costs |
(29,505 | ) | (28,235 | ) | (340,181 | ) | ||||||
Net amount recognized |
¥ | (27,971 | ) | ¥ | (25,050 | ) | $ | (301,808 | ) | |||
Net amounts recognized in accumulated other comprehensive loss as of March 31, 2010 and 2011 consist of: | ||||||||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Domestic plans |
2010 | 2011 | 2011 | |||||||||
Net actuarial loss |
¥ | 93,161 | ¥ | 91,275 | $ | 1,099,699 | ||||||
Prior service credit |
(37,443 | ) | (33,634 | ) | (405,229 | ) | ||||||
Net amount recognized |
¥ | 55,718 | ¥ | 57,641 | $ | 694,470 | ||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Foreign plans |
2010 | 2011 | 2011 | |||||||||
Net actuarial loss |
¥ | 21,185 | ¥ | 20,902 | $ | 251,831 | ||||||
Prior service credit |
(1,698 | ) | (1,220 | ) | (14,698 | ) | ||||||
Net amount recognized |
¥ | 19,487 | ¥ | 19,682 | $ | 237,133 | ||||||
F-31
The accumulated benefit obligations are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Domestic plans |
2010 | 2011 | 2011 | |||||||||
Accumulated benefit obligations |
¥ | 274,259 | ¥ | 270,800 | $ | 3,262,651 | ||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Foreign plans |
2010 | 2011 | 2011 | |||||||||
Accumulated benefit obligations |
¥ | 166,918 | ¥ | 162,869 | $ | 1,962,277 |
Weighted-average assumptions used to determine benefit obligations as of March 31, 2010 and 2011 are as follows:
Domestic plans | Foreign plans | |||||||||||||||
2010 | 2011 | 2010 | 2011 | |||||||||||||
Discount rate |
2.1 | % | 2.0 | % | 6.2 | % | 5.6 | % | ||||||||
Rate of compensation increase |
6.5 | % | 3.3 | % | 3.5 | % | 2.0 | % |
Weighted-average assumptions used to determine the net periodic benefit cost for the years ended March 31, 2009, 2010 and 2011 are as follows:
Domestic plans | Foreign plans | |||||||||||||||||||||||
2009 | 2010 | 2011 | 2009 | 2010 | 2011 | |||||||||||||||||||
Discount rate |
2.2 | % | 1.9 | % | 2.1 | % | 5.7 | % | 6.9 | % | 6.2 | % | ||||||||||||
Rate of compensation increase |
6.5 | % | 6.5 | % | 6.5 | % | 3.8 | % | 3.9 | % | 3.5 | % | ||||||||||||
Expected long-term return on plan assets |
1.4 | % | 0.4 | % | 0.3 | % | 6.0 | % | 6.5 | % | 5.7 | % |
The net periodic pension cost of the pension plans for the years ended March 31, 2009, 2010 and 2011 consist of the following components:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
Domestic plans |
2009 | 2010 | 2011 | 2011 | ||||||||||||
Service cost |
¥ | 10,796 | ¥ | 11,255 | ¥ | 10,819 | $ | 130,349 | ||||||||
Interest cost |
5,704 | 5,249 | 5,705 | 68,735 | ||||||||||||
Expected return on plan assets |
(2,565 | ) | (525 | ) | (531 | ) | (6,398 | ) | ||||||||
Net amortization |
1,026 | 3,447 | 1,860 | 22,410 | ||||||||||||
Settlement benefit |
(124 | ) | | | | |||||||||||
Total net periodic pension cost |
¥ | 14,837 | ¥ | 19,426 | ¥ | 17,853 | $ | 215,096 | ||||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
Foreign plans |
2009 | 2010 | 2011 | 2011 | ||||||||||||
Service cost |
¥ | 3,904 | ¥ | 2,461 | ¥ | 1,821 | $ | 21,940 | ||||||||
Interest cost |
7,723 | 9,491 | 9,014 | 108,603 | ||||||||||||
Expected return on plan assets |
(7,593 | ) | (7,972 | ) | (8,236 | ) | (99,229 | ) | ||||||||
Net amortization |
(11 | ) | 450 | 935 | 11,265 | |||||||||||
Settlement benefit |
37 | (230 | ) | (182 | ) | (2,193 | ) | |||||||||
Total net periodic pension cost |
¥ | 4,060 | ¥ | 4,200 | ¥ | 3,352 | $ | 40,386 | ||||||||
F-32
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 are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Domestic plans |
2010 | 2011 | 2011 | |||||||||
Plans with projected benefit obligations in excess of plan assets: |
||||||||||||
Projected benefit obligations |
¥ | 274,880 | ¥ | 275,690 | $ | 3,321,566 | ||||||
Fair value of plan assets |
162,307 | 159,831 | 1,925,675 | |||||||||
Plans with accumulated benefit obligations in excess of plan assets: |
||||||||||||
Accumulated benefit obligations |
¥ | 274,259 | ¥ | 270,800 | $ | 3,262,651 | ||||||
Fair value of plan assets |
162,307 | 159,831 | 1,925,675 | |||||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
Foreign plans |
2010 | 2011 | 2011 | |||||||||
Plans with projected benefit obligations in excess of plan assets: |
||||||||||||
Projected benefit obligations |
¥ | 168,533 | ¥ | 161,384 | $ | 1,944,386 | ||||||
Fair value of plan assets |
140,167 | 136,683 | 1,646,783 | |||||||||
Plans with accumulated benefit obligations in excess of plan assets: |
||||||||||||
Accumulated benefit obligations |
¥ | 161,789 | ¥ | 157,661 | $ | 1,899,530 | ||||||
Fair value of plan assets |
137,619 | 136,378 | 1,643,108 |
The three levels of input used to measure fair value are more fully described in Note 18. The fair values of Ricohs benefit plan assets as of March 31, 2010 and 2011, by asset class, are as follows:
Millions of Yen | ||||||||||||||||
March 31, 2010 | ||||||||||||||||
Domestic plans |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity securities: |
||||||||||||||||
Domestic companies |
¥ | 28,538 | ¥ | | ¥ | | ¥ | 28,538 | ||||||||
Pooled funds(e) |
| 44,271 | | 44,271 | ||||||||||||
Debt securities: |
||||||||||||||||
Domestic bonds |
5,588 | | | 5,588 | ||||||||||||
Pooled funds(f) |
| 30,028 | | 30,028 | ||||||||||||
Life insurance company general accounts |
| 40,664 | | 40,664 | ||||||||||||
Other assets |
35 | 13,183 | | 13,218 | ||||||||||||
Total assets |
¥ | 34,161 | ¥ | 128,146 | ¥ | | ¥ | 162,307 | ||||||||
Millions of Yen | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Domestic plans |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity securities: |
||||||||||||||||
Domestic companies |
¥ | 25,893 | ¥ | | ¥ | | ¥ | 25,893 | ||||||||
Pooled funds(a) |
| 35,215 | | 35,215 | ||||||||||||
Debt securities: |
||||||||||||||||
Domestic bonds |
5,200 | | | 5,200 | ||||||||||||
Foreign bonds |
509 | | | 509 | ||||||||||||
Pooled funds(b) |
| 30,971 | | 30,971 | ||||||||||||
Life insurance company general accounts |
| 41,633 | | 41,633 | ||||||||||||
Other assets |
39 | 20,371 | | 20,410 | ||||||||||||
Total assets |
¥ | 31,641 | ¥ | 128,190 | ¥ | | ¥ | 159,831 | ||||||||
F-33
Thousands of Dollars | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Domestic plans |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity securities: |
||||||||||||||||
Domestic companies |
$ | 311,964 | $ | | $ | | $ | 311,964 | ||||||||
Pooled funds(a) |
| 424,277 | | 424,277 | ||||||||||||
Debt securities: |
||||||||||||||||
Domestic bonds |
62,651 | | | 62,651 | ||||||||||||
Foreign bonds |
6,132 | | | 6,132 | ||||||||||||
Pooled funds(b) |
| 373,145 | | 373,145 | ||||||||||||
Life insurance company general accounts |
| 501,602 | | 501,602 | ||||||||||||
Other assets |
470 | 245,434 | | 245,904 | ||||||||||||
Total assets |
$ | 381,217 | $ | 1,544,458 | $ | | $ | 1,925,675 | ||||||||
Millions of Yen | ||||||||||||||||
March 31, 2010 | ||||||||||||||||
Foreign plans |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity securities: |
||||||||||||||||
Domestic companies |
¥ | 165 | ¥ | | ¥ | | ¥ | 165 | ||||||||
Foreign companies |
15,230 | | | 15,230 | ||||||||||||
Pooled funds(g) |
7,099 | 15,808 | 2,497 | 25,404 | ||||||||||||
Debt securities: |
||||||||||||||||
Domestic bonds |
1,007 | | | 1,007 | ||||||||||||
Foreign bonds |
27,837 | | | 27,837 | ||||||||||||
Pooled funds(h) |
32,927 | 12,311 | 6,554 | 51,792 | ||||||||||||
Life insurance company general accounts |
| 19,812 | | 19,812 | ||||||||||||
Other assets |
1,088 | 675 | 249 | 2,012 | ||||||||||||
Total assets |
¥ | 85,353 | ¥ | 48,606 | ¥ | 9,300 | ¥ | 143,259 | ||||||||
Millions of Yen | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Foreign plans |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity securities: |
||||||||||||||||
Domestic companies |
¥ | 158 | ¥ | | ¥ | | ¥ | 158 | ||||||||
Foreign companies |
16,992 | | | 16,992 | ||||||||||||
Pooled funds(c) |
7,131 | 13,790 | 2,445 | 23,366 | ||||||||||||
Debt securities: |
||||||||||||||||
Domestic bonds |
1,084 | | | 1,084 | ||||||||||||
Foreign bonds |
32,047 | | | 32,047 | ||||||||||||
Pooled funds(d) |
23,922 | 14,454 | 6,346 | 44,722 | ||||||||||||
Life insurance company general accounts |
| 18,523 | | 18,523 | ||||||||||||
Other assets |
2,222 | 753 | 2,175 | 5,150 | ||||||||||||
Total assets |
¥ | 83,556 | ¥ | 47,520 | ¥ | 10,966 | ¥ | 142,042 | ||||||||
F-34
Thousands of Dollars | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Foreign plans |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity securities: |
||||||||||||||||
Domestic companies |
$ | 1,904 | $ | | $ | | $ | 1,904 | ||||||||
Foreign companies |
204,723 | | | 204,723 | ||||||||||||
Pooled funds(c) |
85,916 | 166,144 | 29,458 | 281,518 | ||||||||||||
Debt securities: |
||||||||||||||||
Domestic companies |
13,060 | | | 13,060 | ||||||||||||
Foreign companies |
386,108 | | | 386,108 | ||||||||||||
Pooled funds(d) |
288,217 | 174,144 | 76,458 | 538,819 | ||||||||||||
Life insurance company general accounts |
| 223,169 | | 223,169 | ||||||||||||
Other assets |
26,771 | 9,072 | 26,205 | 62,048 | ||||||||||||
Total assets |
$ | 1,006,699 | $ | 572,529 | $ | 132,121 | $ | 1,711,349 | ||||||||
(a) | These funds invest in listed equity securities consisting of approximately 50% domestic companies and 50% foreign companies for domestic plans. |
(b) | These funds invest in listed debt securities consisting of approximately 80% domestic bonds and 20% foreign bonds for domestic plans. |
(c) | These funds invest in listed equity securities consisting of mainly foreign companies for foreign plans. |
(d) | These funds invest in listed debt securities consisting of mainly foreign bonds for foreign plans. |
(e) | These funds invest in listed equity securities consisting of approximately 60% domestic companies and 40% foreign companies for domestic plans. |
(f) | These funds invest in listed debt securities consisting of approximately 60% domestic bonds and 40% foreign bonds for domestic plans. |
(g) | These funds invest in listed equity securities consisting of mainly foreign companies for foreign plans. |
(h) | These funds invest in listed debt securities consisting of mainly foreign bonds for foreign plans. |
Common stock and bonds of the Company and certain of its domestic subsidiaries included in plan assets were immaterial at March 31, 2010 and 2011.
Ricohs investment goals are to maximize returns subject to specific risk management policies. Its risk management policies permit investments in mutual funds and debt and equity securities and prohibit speculative investment in derivative financial instruments. Ricoh addresses diversification by the use of mutual fund investments whose underlying investments are in domestic and international fixed income securities and domestic and international equity securities. These mutual funds are readily marketable and can be sold to fund benefit payment obligations as they become payable.
Ricohs model portfolio for Domestic plans consists of three major components: approximately 40% is invested in equity securities, approximately 20% is invested in debt securities, and approximately 40% is invested in other investment vehicles, primarily consisting of investments in life insurance company general accounts.
Outside Japan, investment policies vary by country, but the long-term investment objectives and strategies remain consistent. However, Ricohs model portfolio for foreign plans has been developed as follows: approximately 30% is invested in equity securities, approximately 55% is invested in debt securities, and approximately 15% is invested in other investment vehicles, primarily consisting of investments in life insurance company general accounts.
F-35
The fair value of Level 3 assets for foreign plans, consisting of commingled funds and so on, was ¥9,300 million and ¥10,966 million ($132,121 thousand) as of March 31, 2010 and 2011, respectively.
The following table presents a reconciliation of activity for the assets and liabilities classified as Level 3 in the fair value hierarchy for the years ended March 31, 2010 and 2011.
Millions of yen | ||||||||||||||||
2010 | ||||||||||||||||
Foreign plans |
Equity securities Pooled funds |
Debt securities Pooled funds |
Other assets | Total | ||||||||||||
Balance at beginning of period |
¥ | 1,535 | ¥ | 3,936 | ¥ | 1,911 | ¥ | 7,382 | ||||||||
Actual return on plan assets: |
||||||||||||||||
Relating to assets still held at the reporting date |
667 | 1,597 | | 2,264 | ||||||||||||
Relating to assets sold during the period |
| | | | ||||||||||||
Purchases, sales, and settlements, net |
374 | 1,225 | (1,558 | ) | 41 | |||||||||||
Foreign exchange impact |
(79 | ) | (204 | ) | (104 | ) | (387 | ) | ||||||||
Balance at end of period |
¥ | 2,497 | ¥ | 6,554 | ¥ | 249 | ¥ | 9,300 | ||||||||
Millions of yen | ||||||||||||||||
2011 | ||||||||||||||||
Foreign plans |
Equity securities: Pooled funds |
Debt securities: Pooled funds |
Other assets | Total | ||||||||||||
Balance at beginning of period |
¥ | 2,497 | ¥ | 6,554 | ¥ | 249 | ¥ | 9,300 | ||||||||
Actual return on plan assets: |
||||||||||||||||
Relating to assets still held at the reporting date |
220 | 602 | | 822 | ||||||||||||
Relating to assets sold during the period |
| 25 | | 25 | ||||||||||||
Purchases, sales, and settlements, net |
| (123 | ) | 2,013 | 1,890 | |||||||||||
Foreign exchange impact |
(272 | ) | (712 | ) | (87 | ) | (1,071 | ) | ||||||||
Balance at end of period |
¥ | 2,445 | ¥ | 6,346 | ¥ | 2,175 | ¥ | 10,966 | ||||||||
Thousands of Dollars | ||||||||||||||||
2011 | ||||||||||||||||
Foreign plans |
Equity securities: Pooled funds |
Debt securities: Pooled funds |
Other assets | Total | ||||||||||||
Balance at beginning of period |
$ | 30,084 | $ | 78,964 | $ | 3,000 | $ | 112,048 | ||||||||
Actual return on plan assets: |
||||||||||||||||
Relating to assets still held at the reporting date |
2,651 | 7,253 | | 9,904 | ||||||||||||
Relating to assets sold during the period |
| 301 | | 301 | ||||||||||||
Purchases, sales, and settlements, net |
| (1,482 | ) | 24,253 | 22,771 | |||||||||||
Foreign exchange impact |
(3,277 | ) | (8,578 | ) | (1,048 | ) | (12,903 | ) | ||||||||
Balance at end of period |
$ | 29,458 | $ | 76,458 | $ | 26,205 | $ | 132,121 | ||||||||
F-36
Ricoh expects to contribute ¥12,030 million to its pension plans for the year ending March 31, 2012. The estimated net actuarial loss and prior service credit for Ricohs pension fund plans that will be amortized from accumulated other comprehensive income (loss) into net periodic pension cost over the next year ending March, 2012 are ¥6,516 million and ¥(4,315) million, respectively.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Years ending March 31 |
Domestic plans | Foreign plans | ||||||
Millions of Yen | Millions of Yen | |||||||
2012 |
¥ | 15,003 | ¥ | 7,156 | ||||
2013 |
15,704 | 7,258 | ||||||
2014 |
13,786 | 7,759 | ||||||
2015 |
16,072 | 8,040 | ||||||
2016 |
15,435 | 8,414 | ||||||
2017 2021 |
87,010 | 48,931 |
The Company and certain subsidiaries have defined contribution plans. The cost of defined contribution plans for the years ended March 31, 2009, 2010 and 2011 were ¥6,768 million, ¥5,768 million and ¥6,620 million ($79,759 thousand), respectively.
12. RICOH COMPANY, LTD. SHAREHOLDERS EQUITY
The Corporation Law of Japan provides that an amount equal to 10% of cash dividends and other distributions from retained earnings paid by the Company and its domestic subsidiaries be appropriated as additional paid-in capital or legal reserve. No further appropriation is required when the total amount of the additional paid-in capital and legal reserve equals to or exceeds 25% of common stock. Certain foreign subsidiaries are also required to appropriate their earnings to legal reserves under the laws of the respective countries. Legal reserves included in retained earnings are restricted from being used as dividend distributions.
The Corporation Law of Japan requires a company to obtain the approval of shareholders for transferring amounts between common stock and additional paid-in capital. The Corporation Law of Japan also permits a company to transfer an amount of common stock or additional paid-in capital to retained earnings in principle upon approval of shareholders.
Cash dividends are approved by the shareholders after the end of each fiscal period or are declared by the Board of Directors after the end of each interim six-month period. Such dividends are payable to shareholders of record at the end of each such fiscal or interim six-month period. At the Ordinary General Meeting of Shareholders held on June 24, 2011, the shareholders approved the declaration of a cash dividend (¥16.50 per share) on the common stock totaling ¥11,970 million ($144,217 thousand), which would be paid to shareholders of record as of March 31, 2011. The declaration of this dividend has not been reflected in the consolidated financial statements as of March 31, 2011.
The amount of retained earnings legally available for dividend distribution is recorded in the Companys non-consolidated books and amounts to ¥416,483 million ($5,017,867 thousand) as of March 31, 2011.
F-37
13. OTHER COMPREHENSIVE INCOME (LOSS)
Tax effects allocated to each component of other comprehensive income (loss) as for Ricoh Company, Ltd. shareholders equity are as follows:
Millions of Yen | ||||||||||||
Before-tax amount |
Tax benefit (expense) |
Net-of-tax amount |
||||||||||
2009: |
||||||||||||
Foreign currency translation adjustments |
¥ | (61,189 | ) | ¥ | 19 | ¥ | (61,170 | ) | ||||
Unrealized gains and losses on securities: |
||||||||||||
Unrealized gains and losses arising during the year |
(25,601 | ) | 10,440 | (15,161 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
26,499 | (10,806 | ) | 15,693 | ||||||||
Net unrealized gains and losses |
898 | (366 | ) | 532 | ||||||||
Unrealized gains and losses on derivatives: |
||||||||||||
Unrealized gains and losses arising during the year |
(655 | ) | 250 | (405 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
686 | (246 | ) | 440 | ||||||||
Net unrealized gains and losses |
31 | 4 | 35 | |||||||||
Pension liability adjustments: |
||||||||||||
Unrealized gains and losses arising during the year |
(57,401 | ) | 23,293 | (34,108 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
1,015 | (414 | ) | 601 | ||||||||
Net unrealized gains and losses |
(56,386 | ) | 22,879 | (33,507 | ) | |||||||
Other comprehensive income (loss) |
¥ | (116,646 | ) | ¥ | 22,536 | ¥ | (94,110 | ) | ||||
2010: |
||||||||||||
Foreign currency translation adjustments |
¥ | (13,638 | ) | ¥ | 2 | ¥ | (13,636 | ) | ||||
Unrealized gains and losses on securities: |
||||||||||||
Unrealized gains and losses arising during the year |
1,132 | (462 | ) | 670 | ||||||||
Less - Reclassification adjustment for gains and losses realized in net income |
(247 | ) | 101 | (146 | ) | |||||||
Net unrealized gains and losses |
885 | (361 | ) | 524 | ||||||||
Unrealized gains and losses on derivatives: |
||||||||||||
Unrealized gains and losses arising during the year |
(1,490 | ) | 612 | (878 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
159 | (65 | ) | 94 | ||||||||
Net unrealized gains and losses |
(1,331 | ) | 547 | (784 | ) | |||||||
Pension liability adjustments: |
||||||||||||
Unrealized gains and losses arising during the year |
7,830 | (3,176 | ) | 4,654 | ||||||||
Less - Reclassification adjustment for gains and losses realized in net income |
3,897 | (1,585 | ) | 2,312 | ||||||||
Net unrealized gains and losses |
11,727 | (4,761 | ) | 6,966 | ||||||||
Other comprehensive loss |
¥ | (2,357 | ) | ¥ | (4,573 | ) | ¥ | (6,930 | ) | |||
2011: |
||||||||||||
Foreign currency translation adjustments |
¥ | (38,575 | ) | ¥ | 20 | ¥ | (38,555 | ) | ||||
Unrealized gains and losses on securities: |
||||||||||||
Unrealized gains and losses arising during the year |
(1,658 | ) | 676 | (982 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
1,817 | (741 | ) | 1,076 | ||||||||
Net unrealized gains and losses |
159 | (65 | ) | 94 | ||||||||
Unrealized gains and losses on derivatives: |
||||||||||||
Unrealized gains and losses arising during the year |
(233 | ) | 95 | (138 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
214 | (87 | ) | 127 | ||||||||
Net unrealized gains and losses |
(19 | ) | 8 | (11 | ) | |||||||
Pension liability adjustments: |
||||||||||||
Unrealized gains and losses arising during the year |
(3,081 | ) | 1,195 | (1,886 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
2,795 | (1,088 | ) | 1,707 | ||||||||
Net unrealized gains and losses |
(286 | ) | 107 | (179 | ) | |||||||
Other comprehensive income (loss) |
¥ | (38,721 | ) | ¥ | 70 | ¥ | (38,651 | ) | ||||
F-38
Thousands of U.S. Dollars | ||||||||||||
Before-tax amount |
Tax benefit (expense) |
Net-of-tax amount |
||||||||||
2011 |
||||||||||||
Foreign currency translation adjustments |
$ | (464,759 | ) | $ | 241 | $ | (464,518 | ) | ||||
Unrealized gains and losses on securities: |
||||||||||||
Unrealized gains and losses arising during the year |
(19,976 | ) | 8,145 | (11,831 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
21,892 | (8,928 | ) | 12,964 | ||||||||
Net unrealized gains and losses |
1,916 | (783 | ) | 1,133 | ||||||||
Unrealized gains and losses on derivatives: |
||||||||||||
Unrealized gains and losses arising during the year |
(2,807 | ) | 1,144 | (1,663 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
2,578 | (1,048 | ) | 1,530 | ||||||||
Net unrealized gains and losses |
(229 | ) | 96 | (133 | ) | |||||||
Pension liability adjustments: |
||||||||||||
Unrealized gains and losses arising during the year |
(37,120 | ) | 14,398 | (22,722 | ) | |||||||
Less - Reclassification adjustment for gains and losses realized in net income |
33,674 | (13,109 | ) | 20,565 | ||||||||
Net unrealized gains and losses |
(3,446 | ) | 1,289 | (2,157 | ) | |||||||
Other comprehensive income (loss) |
$ | (466,518 | ) | $ | 843 | $ | (465,675 | ) | ||||
For the year ended March 31, 2011, unrealized gains and losses resulting from the pension liability adjustments was ¥(3,096) million ($(37,301) thousand). The reclassification adjustment for gains and losses realized in net income consists of amortizations of net actuarial loss and prior service cost of ¥(6,380) million ($(76,867) thousand) and ¥3,585 million ($43,193 thousand) respectively. The tax benefits (expenses) mentioned above were ¥1,195 million ($14,398 thousand), ¥2,542 million ($30,627 thousand) and ¥(1,454) million ($(17,518) thousand), respectively.
For the year ended March 31, 2010, unrealized gains and losses resulting from the pension liability adjustments was ¥7,830 million. The reclassification adjustment for gains and losses realized in net income consists of amortizations of net actuarial loss and prior service cost of ¥(8,166) million and ¥4,269 million respectively. The tax benefits (expenses) mentioned above were ¥(3,176) million, ¥3,316 million and ¥(1,731) million, respectively.
For the year ended March 31, 2009, unrealized gains and losses resulting from the pension liability adjustments was ¥(57,401) million. The reclassification adjustment for gains and losses realized in net income consists of amortizations of net actuarial loss and prior service cost of ¥(5,807) million and ¥4,792 million respectively. The tax benefits (expenses) mentioned above were ¥23,293 million, ¥2,367 million and ¥(1,953) million, respectively.
F-39
Changes in accumulated other comprehensive income (loss) as for Ricoh Company, Ltd. shareholders equity are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Foreign currency translation adjustments: |
||||||||||||||||
Beginning balance |
¥ | (11,125 | ) | ¥ | (72,295 | ) | ¥ | (85,931 | ) | $ | (1,035,313 | ) | ||||
Change during the year |
(61,170 | ) | (13,636 | ) | (38,555 | ) | (464,518 | ) | ||||||||
Ending balance |
¥ | (72,295 | ) | ¥ | (85,931 | ) | ¥ | (124,486 | ) | $ | (1,499,831 | ) | ||||
Unrealized gains and losses on securities: |
||||||||||||||||
Beginning balance |
¥ | 1,316 | ¥ | 1,848 | ¥ | 2,372 | $ | 28,578 | ||||||||
Change during the year |
532 | 524 | 94 | 1,133 | ||||||||||||
Ending balance |
¥ | 1,848 | ¥ | 2,372 | ¥ | 2,466 | $ | 29,711 | ||||||||
Unrealized gains and losses on derivatives: |
||||||||||||||||
Beginning balance |
¥ | (408 | ) | ¥ | (373 | ) | ¥ | (1,157 | ) | $ | (13,940 | ) | ||||
Change during the year |
35 | (784 | ) | (11 | ) | (133 | ) | |||||||||
Ending balance |
¥ | (373 | ) | ¥ | (1,157 | ) | ¥ | (1,168 | ) | $ | (14,073 | ) | ||||
Pension liability adjustments: |
||||||||||||||||
Beginning balance |
¥ | (20,788 | ) | ¥ | (54,301 | ) | ¥ | (47,335 | ) | $ | (570,301 | ) | ||||
Adjustment of measurement date change |
(6 | ) | | | | |||||||||||
Adjusted beginning balance |
(20,794 | ) | (54,301 | ) | (47,335 | ) | (570,301 | ) | ||||||||
Change during the year |
(33,507 | ) | 6,966 | (179 | ) | (2,157 | ) | |||||||||
Ending balance |
¥ | (54,301 | ) | ¥ | (47,335 | ) | ¥ | (47,514 | ) | $ | (572,458 | ) | ||||
Total accumulated other comprehensive income (loss): |
||||||||||||||||
Beginning balance |
¥ | (31,005 | ) | ¥ | (125,121 | ) | ¥ | (132,051 | ) | $ | (1,590,976 | ) | ||||
Adjustment of measurement date change |
(6 | ) | | | | |||||||||||
Adjusted beginning balance |
(31,011 | ) | (125,121 | ) | (132,051 | ) | (1,590,976 | ) | ||||||||
Change during the year |
(94,110 | ) | (6,930 | ) | (38,651 | ) | (465,675 | ) | ||||||||
Ending balance |
¥ | (125,121 | ) | ¥ | (132,051 | ) | ¥ | (170,702 | ) | $ | (2,056,651 | ) | ||||
F-40
14. PER SHARE DATA
Dividends per share shown in the consolidated statements of income are computed based on dividends paid for the year.
A reconciliation of the numerator and the denominators of the basic and diluted per share computations for net income attributable to Ricoh Company, Ltd. are as follows:
Thousands of shares | ||||||||||||
2009 | 2010 | 2011 | ||||||||||
Weighted average number of shares of common stock outstanding |
723,925 | 725,613 | 725,555 | |||||||||
Effect of dilutive securities: |
||||||||||||
Euro Yen Zero Coupon Convertible Bonds - due December 2011 |
19,741 | 19,741 | 13,739 | |||||||||
Diluted shares of common stock outstanding |
743,666 | 745,354 | 739,294 | |||||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Net income attributable to Ricoh Company, Ltd. |
¥ | 6,530 | ¥ | 27,873 | ¥ | 19,650 | $ | 236,747 | ||||||||
Effect of dilutive securities: |
||||||||||||||||
Euro Yen Zero Coupon Convertible Bonds - due December 2011 |
(25 | ) | (25 | ) | (38 | ) | (458 | ) | ||||||||
Diluted net income attributable to Ricoh Company, Ltd. |
¥ | 6,505 | ¥ | 27,848 | ¥ | 19,612 | $ | 236,289 | ||||||||
Yen | U.S. Dollars | |||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Net income attributable to Ricoh Company, Ltd. per share: |
||||||||||||||||
Basic |
¥ | 9.02 | ¥ | 38.41 | ¥ | 27.08 | $ | 0.33 | ||||||||
Diluted |
8.75 | 37.36 | 26.53 | 0.32 |
F-41
15. DERIVATIVE FINANCIAL INSTRUMENTS
Risk Management Policy
Ricoh enters into various derivative financial instrument contracts in the normal course of business in connection with the management of its assets and liabilities.
Ricoh uses derivative instruments to reduce risk and protect market value of assets and liabilities in conformity with Ricohs policy. Ricoh does not use derivative financial instruments for trading or speculative purposes, nor is it a party to leveraged derivatives.
All derivative instruments are exposed to credit risk arising from the inability of counterparties to meet the terms of the derivative contracts. However, Ricoh does not expect any counterparties to fail to meet their obligations because these counterparties are financial institutions with satisfactory credit ratings. Ricoh utilizes a number of counterparties to minimize the concentration of credit risk.
Foreign Exchange Risk Management
Ricoh conducts business on a global basis and holds assets and liabilities denominated in foreign currencies. Ricoh enters into foreign exchange contracts and foreign currency options to hedge against the potentially adverse impacts of foreign currency fluctuations on those assets and liabilities denominated in foreign currencies.
Interest Rate Risk Management
Ricoh enters into interest rate swap agreements to hedge against the potential adverse impacts of changes in fair value or cash flow fluctuations on interest of its outstanding debt.
Fair Value Hedges
Changes in the fair value of derivative instruments and the related hedged items designated and qualifying as fair value hedges are included in other (income) expenses on the consolidated statements of income. There is no hedging ineffectiveness nor are net gains or losses excluded from the assessment of hedge effectiveness for the years ended March 31, 2009, 2010 and 2011 as the critical terms of the interest rate swap match the terms of the hedged debt obligations. Because hedging instruments and hedging items have expired for the years ended March 31, 2011, there are no fair value hedges as of March 31, 2011.
Cash Flow Hedges
Changes in the fair value of derivative instruments designated and qualifying as cash flow hedges are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. These amounts are reclassified into earnings as interest on the hedged loans is paid. There is no hedging ineffectiveness nor are net gains or losses excluded from the assessment of hedge effectiveness for the years ended March 31, 2009, 2010 and 2011 as the critical terms of the interest rate swap match the terms of the hedged debt obligations. Ricoh expects that it will reclassify into earnings through other expenses during the next 12 months approximately ¥33 million ($398 thousand) of the balance of accumulated other comprehensive loss as of March 31, 2011.
Undesignated Derivative Instruments
Derivative instruments not designated as hedging instruments are held to reduce the risk relating to the variability in exchange rates on assets and liabilities denominated in foreign currencies. Changes in the fair value of these instruments are included in other (income) expenses on the consolidated statements of income.
F-42
Contract amounts of derivative instruments at March 31, 2010 and 2011 are shown in the following tables:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||
2010 | 2011 | 2011 | ||||||||||
Interest rate swap agreements |
¥ | 297,501 | ¥ | 284,444 | $ | 3,427,036 | ||||||
Foreign currency contracts |
138,283 | 211,249 | 2,545,169 | |||||||||
Foreign currency options |
29,143 | 3,555 | 42,831 |
The location and fair value amounts of derivative instruments in consolidated balance sheets at March 31, 2010 and 2011 are shown in the following tables:
Derivatives designated as hedging instruments
Current | Long-term | |||||||||||||||||||||||||||||||
Fair value | Fair value | |||||||||||||||||||||||||||||||
Balance sheet Location |
Millions of Yen | Thousands of U.S. Dollars |
Balance sheet Location |
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||||||||||||||
2010 | 2011 | 2011 | 2010 | 2011 | 2011 | |||||||||||||||||||||||||||
Asset derivatives |
||||||||||||||||||||||||||||||||
Interest rate swap agreements |
|
Deferred income taxes and other |
|
¥ | 40 | ¥ | 4 | $ | 48 | |
Lease deposits and other |
|
¥ | 12 | ¥ | | $ | | ||||||||||||||
Liability Derivatives |
||||||||||||||||||||||||||||||||
Interest rate swap agreements |
|
Accrued expenses and other |
|
¥ | 10 | ¥ | 73 | $ | 880 | |
Deferred income taxes and other |
|
¥ | 2,564 | ¥ | 2,766 | $ | 33,325 | ||||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||||||||
Current | Long-term | |||||||||||||||||||||||||||||||
Fair value | Fair value | |||||||||||||||||||||||||||||||
Balance sheet Location |
Millions of Yen | Thousands of U.S. Dollars |
Balance sheet Location |
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||||||||||||||
2010 | 2011 | 2011 | 2010 | 2011 | 2011 | |||||||||||||||||||||||||||
Asset derivatives |
||||||||||||||||||||||||||||||||
Interest rate swap agreements |
|
Deferred income taxes and other |
|
¥ | | ¥ | | $ | | |||||||||||||||||||||||
Foreign currency contracts |
356 | 1,497 | 18,036 | |||||||||||||||||||||||||||||
Foreign currency options |
128 | 20 | 241 | |||||||||||||||||||||||||||||
Total |
¥ | 484 | ¥ | 1,517 | $ | 18,277 | ||||||||||||||||||||||||||
Liability derivatives |
||||||||||||||||||||||||||||||||
Interest rate swap agreements |
|
Accrued expenses and other |
|
¥ | 46 | ¥ | 72 | $ | 867 | |
Deferred income taxes and other |
|
¥ | 117 | ¥ | 24 | $ | 289 | ||||||||||||||
Foreign currency contracts |
4,076 | 3,087 | 37,193 | 347 | 477 | 5,747 | ||||||||||||||||||||||||||
Foreign currency options |
426 | 64 | 771 | | | | ||||||||||||||||||||||||||
Total |
¥ | 4,548 | ¥ | 3,223 | $ | 38,831 | ¥ | 464 | ¥ | 501 | $ | 6,036 | ||||||||||||||||||||
F-43
Total fair value amounts of derivative instruments
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||||||
Fair value | Fair value | |||||||||||||||||||
2010 | 2011 | 2011 | ||||||||||||||||||
Total asset derivatives |
¥ | 536 | ¥ | 1,521 | $ | 18,325 | ||||||||||||||
Total liability derivatives |
¥ | 7,586 | ¥ | 6,563 | $ | 79,072 |
The location and amount of gains and losses related to derivatives reported in the consolidated statements of income for the fourth quarter of the year ended March 31, 2009 and for fiscal year 2010 and 2011 are shown in the following tables. Ricoh adopted disclosures about derivative instruments and hedging activities as of January 1, 2009.
Derivatives designated as hedging instruments for the fourth quarter of the year ended March 31, 2009
Millions of Yen | ||||||||||||||||||||
Gain or (loss) recognized in OCI on derivative (effective portion) |
Gain or (loss) reclassified from accumulated OCI into income (effective portion) |
Gain or (loss) recognized in income on derivative (ineffective portion) |
||||||||||||||||||
Amount | Location | Amount | Location | Amount | ||||||||||||||||
Cash flow hedge |
¥ | (165 | ) | Interest expense | ¥ | (13 | ) | | ¥ | | ||||||||||
Millions of Yen | ||||||||||||||||||||
Gain or (loss) recognized in income on derivative instruments |
Gain or (loss) recognized in income on hedged item |
|||||||||||||||||||
Location | Amount | Location | Amount | |||||||||||||||||
Fair value hedge |
Interest income | ¥ | 44 | Interest expense | ¥ | (92 | ) |
Derivatives designated as hedging instruments for the year ended March 31, 2010
Millions of Yen | ||||||||||||||||||||
Gain or (loss) recognized in OCI on derivative (effective portion) |
Gain or (loss) reclassified from accumulated OCI into income (effective portion) |
Gain or (loss) recognized in income on derivative (ineffective portion) |
||||||||||||||||||
Amount | Location | Amount | Location | Amount | ||||||||||||||||
Cash flow hedge |
¥ | (878 | ) | Interest expense | ¥ | (94 | ) | | ¥ | | ||||||||||
Gain or (loss) recognized in income on derivative instruments |
Gain or (loss) recognized in income on hedged item |
|||||||||||||||||||
Location | Amount | Location | Amount | |||||||||||||||||
Fair value hedge |
|
Interest and dividend income |
|
¥ | 173 | Interest expense | ¥ | (273 | ) |
F-44
Derivatives designated as hedging instruments for the year ended March 31, 2011
Millions of Yen | ||||||||||||||||||||
Gain or (loss) recognized in OCI on derivative (effective portion) |
Gain or (loss) reclassified from accumulated OCI into income (effective portion) |
Gain or (loss) recognized in income on derivative (ineffective portion) |
||||||||||||||||||
Amount | Location | Amount | Location | Amount | ||||||||||||||||
Cash flow hedge |
¥ | (138 | ) | Interest expense | ¥ | (127 | ) | | ¥ | | ||||||||||
Thousands of U.S. Dollars | ||||||||||||||||||||
Gain or (loss) recognized in accumulated OCI on derivative (effective portion) |
Gain or (loss) reclassified from accumulated OCI into income (effective portion) |
Gain or (loss) recognized in income on derivative (ineffective portion) |
||||||||||||||||||
Amount | Location | Amount | Location | Amount | ||||||||||||||||
Cash flow hedge |
$ | (1,663 | ) | Interest expense | $ | (1,530 | ) | | $ | |
Millions of Yen | ||||||||||||||
Gain or (loss) recognized in income on derivative instruments |
Gain or (loss) recognized in income on hedged item |
|||||||||||||
Location | Amount | Location | Amount | |||||||||||
Fair value hedge |
Interest and dividend income |
¥ | 68 | Interest expense | ¥ | (90 | ) | |||||||
Thousands of U.S. Dollars | ||||||||||||||
Gain or (loss) recognized in income on derivative |
Gain or (loss) recognized in income on hedged item |
|||||||||||||
Location | Amount | Location | Amount | |||||||||||
Fair value hedge |
Interest and dividend income |
$ | 819 | Interest expense | $ | (1,084 | ) |
Derivatives not designated as hedging instruments
Gain or (loss) recognized in income on derivative instruments | ||||||||||||||||||
Location | Millions of Yen | Thousands of U.S. Dollars |
||||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||||
Interest rate swap agreements |
Other, net | ¥ | 291 | ¥ | (74 | ) | ¥ | 67 | $ | 807 | ||||||||
Foreign currency contracts |
Foreign currency exchange (gain) loss, net |
(3,072 | ) | (472 | ) | 2,000 | 24,097 | |||||||||||
Foreign currency options |
Foreign currency exchange (gain) loss, net |
(570 | ) | 1,145 | 254 | 3,060 | ||||||||||||
Total |
¥ | (3,351 | ) | ¥ | 599 | ¥ | 2,321 | $ | 27,964 | |||||||||
F-45
16. COMMITMENTS AND CONTINGENT LIABILITIES
As of March 31, 2011, Ricoh had outstanding contractual commitments for acquisition or construction of property, plant and equipment and other assets aggregating ¥32,791 million ($395,072 thousand).
As of March 31, 2011, Ricoh was also contingently liable for certain guarantees including employees housing loans of ¥72 million ($867 thousand).
Ricoh made rental payments totaling ¥54,347 million, ¥52,350 million and ¥46,718 million ($562,867 thousand) for the years ended March 31, 2009, 2010 and 2011, respectively, under cancelable and non-cancelable operating lease agreements for office space, warehouse, machinery and equipment.
The minimum rental payments required under non-cancelable operating lease that have lease terms in excess of one year as of March 31, 2011 are as follows:
Years ending March 31 |
Millions of Yen | |||
2012 |
¥ | 21,363 | ||
2013 |
18,163 | |||
2014 |
14,504 | |||
2015 |
9,725 | |||
2016 |
5,537 | |||
2017 and thereafter |
7,515 | |||
Total |
¥ | 76,807 | ||
As of March 31, 2011, the Company and certain subsidiaries were parties to litigation involving routine matters, such as patent rights. In the opinion of management, the ultimate liability, if any, resulting from such litigation will not materially affect the consolidated financial position or the results of operations of Ricoh.
F-46
17. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
(a) Cash and cash equivalents, Time deposits, Trade receivables, Short-term borrowings, Current maturities of long-term indebtedness, Trade payables and Accrued expenses
The carrying amounts approximate fair values because of the short maturities of these instruments.
(b) Investment securities
The fair value of investment securities is principally based on quoted market price. Ricoh have not estimated the fair value of non-marketable equity securities, as it is not practicable. Because there were no quoted market prices for non-marketable equity securities and each security had different nature and characteristics, reasonable estimates of fair values could not be made without incurring excessive costs. The carrying amounts of non-marketable equity securities were ¥2,425 million and ¥1,971 million ($23,747 thousand) as of March 31, 2010 and 2011, respectively.
(c) Installment loans
The fair value of installment loans is based on the present value of future cash flows using the current interest rate for similar instruments of comparable maturity.
(d) Long-term indebtedness
The fair value of each of the long-term indebtedness instruments is based on the present value of future cash flows associated with each instrument discounted using the current borrowing rate for similar instruments of comparable maturity.
(e) Interest rate swap agreements
The fair value of interest rate swap agreements is mainly estimated by obtaining quotes from brokers.
(f) Foreign currency contracts and Foreign currency options
The fair value of foreign currency contracts and foreign currency options is mainly estimated by obtaining quotes from brokers.
The estimated fair value of the financial instruments as of March 31, 2010 and 2011 is summarized as follows:
Millions of Yen | Thousands of U.S. Dollars | |||||||||||||||||||||||
2010 | 2011 | 2011 | ||||||||||||||||||||||
Carrying amount |
Estimated fair value |
Carrying amount |
Estimated fair value |
Carrying amount |
Estimated fair value |
|||||||||||||||||||
Investment securities |
¥ | 49,049 | ¥ | 49,049 | ¥ | 48,909 | ¥ | 48,909 | $ | 589,265 | $ | 589,265 | ||||||||||||
Installment loans |
67,505 | 68,739 | 72,634 | 73,769 | 875,108 | 888,783 | ||||||||||||||||||
Long-term indebtedness |
(514,718 | ) | (501,311 | ) | (479,422 | ) | (475,116 | ) | (5,776,169 | ) | (5,724,289 | ) | ||||||||||||
Interest rate swap agreements, net |
(2,685 | ) | (2,685 | ) | (2,931 | ) | (2,931 | ) | (35,313 | ) | (35,313 | ) | ||||||||||||
Foreign currency contracts, net |
(4,067 | ) | (4,067 | ) | (2,067 | ) | (2,067 | ) | (24,904 | ) | (24,904 | ) | ||||||||||||
Foreign currency options, net |
(298 | ) | (298 | ) | (44 | ) | (44 | ) | (530 | ) | (530 | ) |
Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
F-47
18. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-level fair value hierarchy that prioritizes the inputs used to measure fair value is established. The three levels of inputs used to measure fair value are as follows:
Level 1 |
- | Inputs are quoted prices in active markets for identical assets or liabilities. | ||
Level 2 |
- | Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. | ||
Level 3 |
- | Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
The following tables present the fair-value hierarchy levels of Ricohs assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2010 and 2011.
Millions of Yen | ||||||||||||||||
March 31, 2010 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
Domestic equity securities |
¥ | 36,946 | ¥ | | ¥ | | ¥ | 36,946 | ||||||||
Foreign equity securities |
7,813 | | | 7,813 | ||||||||||||
Foreign corporate bonds |
1,865 | | | 1,865 | ||||||||||||
Derivative instruments: |
||||||||||||||||
Interest rate swap agreements |
| 52 | | 52 | ||||||||||||
Foreign currency contracts |
| 356 | | 356 | ||||||||||||
Foreign currency options |
| 128 | | 128 | ||||||||||||
Other investments |
| | 5,816 | 5,816 | ||||||||||||
Total assets |
¥ | 46,624 | ¥ | 536 | ¥ | 5,816 | ¥ | 52,976 | ||||||||
Liabilities: |
||||||||||||||||
Derivatives instruments: |
||||||||||||||||
Interest rate swap agreements |
| 2,737 | | 2,737 | ||||||||||||
Foreign currency contracts |
| 4,423 | | 4,423 | ||||||||||||
Foreign currency options |
| 426 | | 426 | ||||||||||||
Total liabilities |
¥ | | ¥ | 7,586 | ¥ | | ¥ | 7,586 | ||||||||
Millions of Yen | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
Domestic equity securities |
¥ | 38,243 | ¥ | | ¥ | | ¥ | 38,243 | ||||||||
Foreign equity securities |
6,850 | | | 6,850 | ||||||||||||
Foreign corporate bonds |
1,845 | | | 1,845 | ||||||||||||
Derivative instruments: |
||||||||||||||||
Interest rate swap agreements |
| 4 | | 4 | ||||||||||||
Foreign currency contracts |
| 1,497 | | 1,497 | ||||||||||||
Foreign currency options |
| 20 | | 20 | ||||||||||||
Total assets |
¥ | 46,938 | ¥ | 1,521 | ¥ | | ¥ | 48,459 | ||||||||
Liabilities: |
||||||||||||||||
Derivatives instruments: |
||||||||||||||||
Interest rate swap agreements |
| 2,935 | | 2,935 | ||||||||||||
Foreign currency contracts |
| 3,564 | | 3,564 | ||||||||||||
Foreign currency options |
| 64 | | 64 | ||||||||||||
Total liabilities |
¥ | | ¥ | 6,563 | ¥ | | ¥ | 6,563 | ||||||||
F-48
Thousands of Dollars | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
Domestic equity securities |
$ | 460,759 | $ | | $ | | $ | 460,759 | ||||||||
Foreign equity securities |
82,530 | | | 82,530 | ||||||||||||
Foreign corporate bonds |
22,229 | | | 22,229 | ||||||||||||
Derivative instruments: |
||||||||||||||||
Interest rate swap agreements |
| 48 | | 48 | ||||||||||||
Foreign currency contracts |
| 18,036 | | 18,036 | ||||||||||||
Foreign currency options |
| 241 | | 241 | ||||||||||||
Total assets |
$ | 565,518 | $ | 18,325 | $ | | $ | 583,843 | ||||||||
Liabilities: |
||||||||||||||||
Derivatives instruments: |
||||||||||||||||
Interest rate swap agreements |
| 35,361 | | 35,361 | ||||||||||||
Foreign currency contracts |
| 42,940 | | 42,940 | ||||||||||||
Foreign currency options |
| 771 | | 771 | ||||||||||||
Total liabilities |
$ | | $ | 79,072 | $ | | $ | 79,072 | ||||||||
Available-for-sale securities
Available-for-sale securities classified Level 1 in the fair value hierarchy contain marketable equity securities and bonds. Marketable equity securities and bonds are valued using a market approach based on the quoted market prices of identical instruments in active markets.
Derivative instruments
Ricoh uses foreign exchange contracts, currency swap agreements, foreign currency options and interest rate swap agreements to manage exposure to the variability of cash flow. These derivative instruments are classified as Level 2 in the fair value hierarchy, since they are valued using observable market data such as LIBOR-based yield curves.
Assets and liabilities measured at fair value on a nonrecurring basis
During the year ended March 31, 2011, long-lived assets held and used with a carrying amount of ¥1,556 million ($18,747 thousand) were written down to their fair value of ¥714 million ($8,602 thousand), resulting in an impairment charge of ¥842 million ($10,145 thousand), which was included in cost of sales and selling and general administrative expenses in the consolidated statement of income. These measurements are classified as Level 3 since significant unobservable inputs, such as the conditions of the assets or projections of future cash flows, were considered in the fair value measurements.
During the year ended March 31, 2010, long-lived assets held and used with a carrying amount of ¥3,029 million were written down to their fair value of ¥676 million, resulting in an impairment charge of ¥2,353 million, which was included in selling and general administrative expenses in the consolidated statement of income. These measurements are classified as Level 3 since significant unobservable inputs, such as the conditions of the assets or projections of future cash flows, were considered in the fair value measurements.
Other investments
Other investments classified as Level 3 in the fair value hierarchy represent the retained interests in securitizations of finance lease receivables in which Ricoh valued using cash flows discounted by an estimated interest rate reflecting underlying risks. In accordance with the new consolidation provisions, Ricoh consolidated the trust for the year beginning on April 1, 2010, and eliminated the retained interests. The detail of this new consolidation provisions is summarized in Note 4. The following table presents a reconciliation of activity for the Other investments classified as Level 3 in the fair value hierarchy for the year ended March 31, 2010.
Millions of yen | ||||
2010 | ||||
Balance at beginning of period |
¥ | 4,293 | ||
Total gains or losses (realized and unrealized) |
||||
Included in net income attributable to Ricoh Company, Ltd. |
| |||
Included in other comprehensive income (loss) |
| |||
Sales, collections and repurchases, net |
1,523 | |||
Balance at end of period |
¥ | 5,816 | ||
F-49
19. CREDIT QUALITY OF FINANCING RECEIVABLES AND THE ALLOWANCE FOR DOUBTFUL RECEIVABLES
(a) Financing receivables and Allowance for doubtful receivables
The financial subsidiaries of the Company have financing receivables and Ricoh classifies them into three categories; lease receivables, installment loans and installment receivables and other. These receivables consist of a large number of smaller-balance homogenous loans, lease receivables and installment receivables. Financing receivables classified as lease receivables and installment receivables and other are resulting from sale and lease transactions of mainly office equipment. Financing receivables classified as installment loans are resulting from financial services.
Ricoh continuously monitors overdue financing receivables, which Ricoh considers as uncollectible risk receivables. For financing receivables with specific customer collection issues, Ricoh individually evaluates their collectability in order to determine the amount of allowance for doubtful receivables. For other financing receivables, Ricoh categorizes these receivables into groups by their nature and characteristics. Ricoh collectively evaluates the collectability by each group, using its historical experience of write-off and determines the amount of allowance for doubtful receivables.
Financing receivables and allowance for doubtful receivables as of March 31, 2011 are as follows:
Millions of Yen | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Lease receivables |
Installment loans |
Installment receivables and other |
Total | |||||||||||||
Allowance for doubtful receivables: |
||||||||||||||||
Individually evaluated |
¥ | 4,554 | ¥ | 710 | ¥ | 1,249 | ¥ | 6,513 | ||||||||
Collectively evaluated |
5,973 | 1,062 | 1,236 | 8,271 | ||||||||||||
Total : Allowance for doubtful receivables |
¥ | 10,527 | ¥ | 1,772 | ¥ | 2,485 | ¥ | 14,784 | ||||||||
Financing receivables: |
||||||||||||||||
Individually evaluated |
72,080 | 1,105 | 4,112 | 77,297 | ||||||||||||
Collectively evaluated |
520,266 | 73,301 | 46,093 | 639,660 | ||||||||||||
Total : Financing receivables |
¥ | 592,346 | ¥ | 74,406 | ¥ | 50,205 | ¥ | 716,957 | ||||||||
Thousands of U.S. Dollars | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Lease receivables |
Installment loans |
Installment receivables and other |
Total | |||||||||||||
Allowance for doubtful receivables: |
||||||||||||||||
Individually evaluated |
$ | 54,867 | $ | 8,555 | $ | 15,048 | $ | 78,470 | ||||||||
Collectively evaluated |
71,964 | 12,795 | 14,892 | 99,651 | ||||||||||||
Total : Allowance for doubtful receivables |
$ | 126,831 | $ | 21,350 | $ | 29,940 | $ | 178,121 | ||||||||
Financing receivables: |
||||||||||||||||
Individually evaluated |
868,434 | 13,313 | 49,542 | 931,289 | ||||||||||||
Collectively evaluated |
6,268,265 | 883,145 | 555,337 | 7,706,747 | ||||||||||||
Total : Financing receivables |
$ | 7,136,699 | $ | 896,458 | $ | 604,879 | $ | 8,638,036 | ||||||||
F-50
(b) Age Analysis
Ricoh ascribes the fact of past due to credit quality indicators and classifies financing receivables into Overdue and Current.
Analysis of the age of the recorded financing receivables as of March 31, 2011 is as follows:
Millions of Yen | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Lease receivables |
Installment loans |
Installment receivables and other |
Total | |||||||||||||
Current |
¥ | 584,913 | ¥ | 74,373 | ¥ | 48,544 | ¥ | 707,830 | ||||||||
Overdue |
7,433 | 33 | 1,661 | 9,127 | ||||||||||||
Total : Financing receivables |
¥ | 592,346 | ¥ | 74,406 | ¥ | 50,205 | ¥ | 716,957 | ||||||||
Thousands of U.S. Dollars | ||||||||||||||||
March 31, 2011 | ||||||||||||||||
Lease receivables |
Installment loans |
Installment receivables and other |
Total | |||||||||||||
Current |
$ | 7,047,145 | $ | 896,060 | $ | 584,867 | $ | 8,528,072 | ||||||||
Overdue |
89,554 | 398 | 20,012 | 109,964 | ||||||||||||
Total: Financing receivables |
$ | 7,136,699 | $ | 896,458 | $ | 604,879 | $ | 8,638,036 | ||||||||
20. SEGMENT INFORMATION
Ricohs operating segments are comprised of Imaging & Solutions, including copiers and related supplies, communications and information systems, Industrial Products, including thermal media and semiconductors, and Other, including digital cameras.
Segment profit (loss) is determined by subtracting cost of sales and selling, general and administrative expenses from sales, and is used by Ricohs chief operating decision maker in deciding how to allocate resources and in assessing performance. Segment profit (loss) excludes certain corporate expenses, such as costs related to human resources, legal relations, investor relations, public relations, corporate planning and environmental activities.
F-51
The following tables present certain information regarding Ricohs operating segments and geographic areas for the years ended March 31, 2009, 2010 and 2011. No single customer accounted for 10% or more of the total revenues for the years ended as of March 31, 2009, 2010 and 2011.
(a) Operating Segment Information
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Segment sales: |
||||||||||||||||
Imaging & Solutions |
¥ | 1,833,098 | ¥ | 1,790,243 | ¥ | 1,713,307 | $ | 20,642,253 | ||||||||
Industrial Products |
119,671 | 106,128 | 112,243 | 1,352,325 | ||||||||||||
Other |
143,048 | 124,402 | 121,876 | 1,468,386 | ||||||||||||
Intersegment transaction (a) |
(4,121 | ) | (4,436 | ) | (5,413 | ) | (65,217 | ) | ||||||||
Total segment sales |
¥ | 2,091,696 | ¥ | 2,016,337 | ¥ | 1,942,013 | $ | 23,397,747 | ||||||||
Segment profit (loss): |
||||||||||||||||
Imaging & Solutions |
¥ | 145,366 | ¥ | 140,423 | ¥ | 134,411 | $ | 1,619,410 | ||||||||
Industrial Products |
(4,926 | ) | (1,355 | ) | 1,006 | 12,120 | ||||||||||
Other |
358 | (3,447 | ) | (4,911 | ) | (59,169 | ) | |||||||||
Total segment profit |
¥ | 140,798 | ¥ | 135,621 | ¥ | 130,506 | $ | 1,572,361 | ||||||||
Reconciling items: |
||||||||||||||||
Corporate expenses and elimination |
(66,262 | ) | (69,624 | ) | (70,310 | ) | (847,108 | ) | ||||||||
Interest and dividend income |
5,227 | 3,472 | 2,986 | 35,976 | ||||||||||||
Interest expense |
(5,863 | ) | (8,144 | ) | (8,498 | ) | (102,385 | ) | ||||||||
Foreign currency exchange loss, net |
(15,575 | ) | (4,756 | ) | (6,950 | ) | (83,735 | ) | ||||||||
Losses on impairment of securities |
(26,837 | ) | (169 | ) | (1,844 | ) | (22,217 | ) | ||||||||
Other, net |
(549 | ) | 1,124 | (490 | ) | (5,904 | ) | |||||||||
Income before income taxes and equity in earnings of affiliates |
¥ | 30,939 | ¥ | 57,524 | ¥ | 45,400 | $ | 546,988 | ||||||||
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Total assets: |
||||||||||||||||
Imaging & Solutions |
¥ | 1,870,110 | ¥ | 1,827,063 | ¥ | 1,776,906 | $ | 21,408,506 | ||||||||
Industrial Products |
83,411 | 78,464 | 73,894 | 890,289 | ||||||||||||
Other |
97,092 | 89,342 | 80,527 | 970,205 | ||||||||||||
Elimination |
(612 | ) | (1,250 | ) | (1,664 | ) | (20,048 | ) | ||||||||
Corporate assets |
463,494 | 390,324 | 332,733 | 4,008,831 | ||||||||||||
Consolidated |
¥ | 2,513,495 | ¥ | 2,383,943 | ¥ | 2,262,396 | $ | 27,257,783 | ||||||||
Capital expenditures: |
||||||||||||||||
Imaging & Solutions |
¥ | 87,658 | ¥ | 60,482 | ¥ | 59,383 | $ | 715,458 | ||||||||
Industrial Products |
4,581 | 3,325 | 3,235 | 38,976 | ||||||||||||
Other |
2,776 | 1,553 | 2,487 | 29,964 | ||||||||||||
Corporate assets |
1,943 | 1,619 | 1,871 | 22,542 | ||||||||||||
Consolidated |
¥ | 96,958 | ¥ | 66,979 | ¥ | 66,976 | $ | 806,940 | ||||||||
Depreciation of property, plant and equipment: |
||||||||||||||||
Imaging & Solutions |
¥ | 64,356 | ¥ | 62,432 | ¥ | 59,269 | $ | 714,084 | ||||||||
Industrial Products |
6,131 | 4,385 | 4,190 | 50,482 | ||||||||||||
Other |
2,442 | 1,922 | 2,044 | 24,626 | ||||||||||||
Corporate assets |
1,957 | 1,590 | 1,736 | 20,916 | ||||||||||||
Consolidated |
¥ | 74,886 | ¥ | 70,329 | ¥ | 67,239 | $ | 810,108 | ||||||||
Amortization of intangible assets: |
||||||||||||||||
Imaging & Solutions |
¥ | 21,662 | ¥ | 21,954 | ¥ | 19,035 | $ | 229,338 | ||||||||
Industrial Products |
718 | 683 | 625 | 7,530 | ||||||||||||
Other |
772 | 1,224 | 1,226 | 14,771 | ||||||||||||
Corporate assets |
3,779 | 4,751 | 5,275 | 63,554 | ||||||||||||
Consolidated |
¥ | 26,931 | ¥ | 28,612 | ¥ | 26,161 | $ | 315,193 | ||||||||
(a) | Intersegment sales represent sales of Industrial Products segment to Imaging & Solutions segment. |
(b) | Corporate assets consist primarily of cash and cash equivalents and securities maintained for general corporate purposes. |
F-52
(b) Geographic Information
Sales, which are based on location of customers, and Long-lived assets, which are based on the location of these assets are presented on a geographical area basis (Ricoh does not present these amounts by foreign country because it is impracticable to do so) for the years ended March 31, 2009, 2010 and 2011 are as follows:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Sales: |
||||||||||||||||
Japan |
¥ | 938,331 | ¥ | 876,578 | ¥ | 875,859 | $ | 10,552,518 | ||||||||
The Americas |
502,862 | 557,687 | 521,970 | 6,288,795 | ||||||||||||
Europe |
523,407 | 458,584 | 413,936 | 4,987,181 | ||||||||||||
Other |
127,096 | 123,488 | 130,248 | 1,569,253 | ||||||||||||
Consolidated |
¥ | 2,091,696 | ¥ | 2,016,337 | ¥ | 1,942,013 | $ | 23,397,747 | ||||||||
Property, plant and equipment: |
||||||||||||||||
Japan |
¥ | 204,761 | ¥ | 199,944 | ¥ | 201,853 | $ | 2,431,964 | ||||||||
The Americas |
27,115 | 24,497 | 24,856 | 299,470 | ||||||||||||
Europe |
16,830 | 16,629 | 19,393 | 233,651 | ||||||||||||
Other |
20,630 | 21,951 | 18,638 | 224,554 | ||||||||||||
Consolidated |
¥ | 269,336 | ¥ | 263,021 | ¥ | 264,740 | $ | 3,189,639 | ||||||||
Intangible assets: |
||||||||||||||||
Japan |
¥ | 61,117 | ¥ | 54,383 | ¥ | 52,722 | $ | 635,205 | ||||||||
The Americas |
82,829 | 68,865 | 53,446 | 643,928 | ||||||||||||
Europe |
20,676 | 24,175 | 24,097 | 290,325 | ||||||||||||
Other |
504 | 463 | 383 | 4,614 | ||||||||||||
Consolidated |
¥ | 165,126 | ¥ | 147,886 | ¥ | 130,648 | $ | 1,574,072 | ||||||||
(a) | Long-lived assets consist of property, plant and equipment and intangible assets. |
21. SUPPLEMENTARY INFORMATION TO THE STATEMENT OF INCOME
The following amounts are charged to selling, general and administrative expenses for the years ended March 31, 2009, 2010 and 2011:
Millions of Yen | Thousands of U.S. Dollars |
|||||||||||||||
2009 | 2010 | 2011 | 2011 | |||||||||||||
Research and development costs |
¥ | 124,406 | ¥ | 109,826 | ¥ | 110,822 | $ | 1,335,205 | ||||||||
Advertising costs |
13,453 | 9,119 | 10,922 | 131,590 | ||||||||||||
Shipping and handling costs |
19,914 | 17,220 | 19,947 | 240,325 |
F-53
22. EFFECT OF THE GREAT EAST JAPAN EARTHQUAKE
As a result of the Great East Japan Earthquake on March 11, 2011, Ricoh recorded costs and expenses of ¥4,978 million ($ 59,976 thousand) in total for the year ended March 31, 2011, consisting of the followings.
Millions of yen | ||||||||||||
2011 | ||||||||||||
Cost of sales | Selling, general and administrative expenses |
Total costs and expenses |
||||||||||
Bad debt expense for trade receivables and finance receivables |
¥ | | ¥ | 3,434 | ¥ | 3,434 | ||||||
Losses due to write-downs of damaged inventories and property, plant and equipment |
1,005 | 167 | 1,172 | |||||||||
Other |
12 | 360 | 372 | |||||||||
Total |
¥ | 1,017 | ¥ | 3,961 | ¥ | 4,978 | ||||||
Thousands of U.S. Dollars | ||||||||||||
2011 | ||||||||||||
Cost of sales | Selling, general and administrative expenses |
Total costs and expenses |
||||||||||
Bad debt expense for account receivables and finance receivables |
$ | | $ | 41,374 | $ | 41,374 | ||||||
Losses due to write-downs of damaged inventories and property, plant and equipment |
12,108 | 2,012 | 14,120 | |||||||||
Other |
145 | 4,337 | 4,482 | |||||||||
Total |
$ | 12,253 | $ | 47,723 | $ | 59,976 | ||||||
The following is breakdown of these costs and expenses by operating segments and corporate.
Millions of Yen | Thousands of U.S. Dollars |
|||||||
2011 | 2011 | |||||||
Imaging & Solutions |
¥ | 4,516 | $ | 54,409 | ||||
Industrial Products |
80 | 964 | ||||||
Other |
139 | 1,675 | ||||||
Corporate |
243 | 2,928 | ||||||
Ending balance |
¥ | 4,978 | $ | 59,976 | ||||
In addition to above, Ricoh experienced idle production facilities or production levels below a normal capacity. In periods of abnormally low production, unallocated overhead costs were expensed in the period in which they were incurred. Ricoh recognized unallocated overhead costs of ¥1,057 million ($ 12,735 thousand) as cost of sales for the year ended March 31, 2011. The costs in Imaging & Solutions and Industrial products operating segment were ¥1,005 million ($12,108 thousand) and ¥52 million ($627 thousand), respectively.
23. SUBSEQUENT EVENT
At the Group Management Committee (a decision-making body of Executive Officers) held on June 29, 2011, the Company decided to put out a call to personnel for voluntary early retirement as follows in order to further enhance competitiveness and improve profitability:
(1) Number of personnel that may elect voluntary early retirement: |
Approximately 1,600 among the Company and Ricoh group companies in Japan | |
(2) Application period: |
July 1, 2011 to October 31, 2011 (Expected) | |
(3) Date of retirement: |
August 1, 2011 to November 30, 2011 |
Expenses, such as special retirement payments, that arise from this voluntary early retirement program are estimated to total approximately ¥23,000 million and will be recognized in the Companys consolidated financial statements when upon elected by each employee that decided to accept voluntary early retirement.
In addition to this program, the Company will continue to implement measures to optimize its human resources such as by decreasing the number of personnel (through natural attrition on a global basis, including in Japan, whereby new personnel will not be hired to replenish retiring personnel and prior hiring decisions will be reexamined), undertaking internally businesses that were out-sourced to external parties and relocating personnel, such that the personnel headcount would be reduced in the aggregate by approximately 10,000 persons on a group-wide basis.
F-54
Ricoh Company, Ltd. and Consolidated Subsidiaries
Schedule II. Valuation and Qualifying Accounts and Reserves
For the Three Years Ended March 31, 2009, 2010 and 2011
(Millions of Yen) | ||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||
Description |
Balance at beginning of period |
Charged to costs and expenses |
Charged to other accounts |
Deductions(2)(3) | Translation adjustment |
Balance at end of period |
||||||||||||||||||
For the year ended March 31, 2009: |
||||||||||||||||||||||||
Allowance for doubtful receivables(1): |
||||||||||||||||||||||||
Trade receivables |
16,666 | 7,254 | 604 | (1,451 | ) | (1,540 | ) | 21,533 | ||||||||||||||||
Finance receivables |
10,535 | 3,013 | 638 | (2,459 | ) | (201 | ) | 11,526 | ||||||||||||||||
Deferred tax assets valuation allowance |
10,661 | 14,041 | 3,368 | (2,414 | ) | (1,484 | ) | 24,172 | ||||||||||||||||
For the year ended March 31, 2010: |
||||||||||||||||||||||||
Allowance for doubtful receivables(1): |
||||||||||||||||||||||||
Trade receivables |
21,533 | 1,598 | | (5,637 | ) | (598 | ) | 16,896 | ||||||||||||||||
Finance receivables |
11,526 | 5,566 | | (5,130 | ) | (43 | ) | 11,919 | ||||||||||||||||
Deferred tax assets valuation allowance |
24,172 | 9,132 | | (3,268 | ) | (1,054 | ) | 28,982 | ||||||||||||||||
For the year ended March 31, 2011: |
||||||||||||||||||||||||
Allowance for doubtful receivables(1): |
||||||||||||||||||||||||
Trade receivables |
16,896 | 2,919 | | (2,472 | ) | (783 | ) | 16,560 | ||||||||||||||||
Finance receivables |
11,919 | 3,132 | | (2,596 | ) | (156 | ) | 12,299 | ||||||||||||||||
Deferred tax assets valuation allowance |
28,982 | 11,367 | | (1,185 | ) | (2,915 | ) | 36,249 |
Notes:
(1) | See Note 2(g) to Consolidated Financial Statements. |
(2) | Receivables - Write-offs |
(3) | Deferred tax - Realization of tax benefits, removal of deferred tax assets that had valuation allowances |
F-55
Exhibit 1.1
(Translation)
ARTICLES OF INCORPORATION
OF
RICOH COMPANY, LTD.
(As amended on June 24, 2011)
Chapter I. General Provisions
(Trade Name)
Article 1. The name of the Company is Kabushiki Kaisha Ricoh and is expressed RICOH COMPANY, LTD. in English.
(Location of Head Office)
Article 2. The head office of the Company is to be located in Ohta-ku, Tokyo.
(Objectives)
Article 3. The objectives of the Company are to engage in the following businesses:
i) | Manufacture and sale of optical equipment, office equipment, printing equipment, audio equipment, electrical equipment, electronic equipment, communication equipment, precision equipment, measuring equipment, lighting equipment, healthcare equipment, other general machinery, and accessories and supplies thereof; |
ii) | Manufacture and sale of electronic devices relating to the products described in any of the foregoing items and other products, as well as production and sale of software relating to the products described in any of the foregoing items and other products; |
iii) | Installation work and electrical communication work of the products described in any of the foregoing items; |
iv) | Manufacture and sale of photographic sensitive materials and duplicating papers. |
v) | Manufacture and sale of various raw materials for photographic sensitive materials, and various chemical materials for chemical industries |
vi) | Manufacture, processing and sale of papers, pulps, textiles, general merchandise and by-products thereof. |
1
vii) | Investment in, or sale of the products of, other companies; |
viii) | Import and Export of the goods described in any of the foregoing items and other goods of every kind and description; |
ix) | Collection, recycling, and trading of used items relating to the products described in any of the foregoing items; |
x) | Telecommunication business, and information services business, such as information processing, information provision, etc; |
xi) | Provision of business representative service; |
xii) | Investigation and analysis concerning the environment, and consulting concerning the reduction of the environmental impact; |
xiii) | Brokerage business for casualty insurance and insurance brokerage under the Automobile Liability Security Law of Japan. |
xiv) | Direct marketing through the Internet, facsimile, telephone, etc.; and |
xv) | Business relating to printing, publishing, leasing, financing, cargo handling, transport, warehousing, clothing, hotel, as well as leasing, sale, brokering and administration of real estate; |
xvi) | Investigation, Survey, research and development, establishment of system, and consulting incidental or relating to any of the foregoing items; and |
xvii) | Any and all business incidental or relating to any of the foregoing items. |
(Organizations)
Article 4. In addition to the general meeting of shareholders and directors, the Company shall establish the following organizations:
i) | Board of Directors; |
ii) | Corporate Auditors; |
iii) | Board of Corporate Auditors; and |
iv) | Accounting Auditors. |
(Method of Public Notices)
Article 5. Public notices of the Company shall be electronic public notices; provided, however, that if the Company is unable to issue an electronic public notice due to an accident or any other unavoidable reason, public notices of the Company shall appear in the Nihon Keizai Shimbun.
2
Chapter II. Shares
(Total Number of Issuable Shares)
Article 6. The Company shall issue shares and the total number of issuable shares by the Company is one billion and five hundred million (1,500,000,000) shares.
(Purchase of Treasury Stocks)
Article 7. The Company may acquire the shares of its own stocks by a resolution of the Board of Directors pursuant to Paragraph 2, Article 165 of the Corporation Law.
(Number of Shares Constituting One Unit)
Article 8. The number of shares constituting one unit of shares of the Company shall be one thousand (1,000) shares.
(Rights Concerning Less-Than-One-Unit Shares)
Article 9. A shareholder of the Company shall not exercise any rights other than those described below with respect to the less-than-one-unit shares held by it.
i) | Right described in each Item of Paragraph 2, Article 189 of the Corporation Law. |
ii) | Right to make a request under the provision of Paragraph 1, Article 166 of the Corporation Law. |
iii) | Right to receive allocation of offered shares and allocation of offered stock purchase warrants in accordance with the number of shares held by the shareholder. |
iv) | Right to make a request provided for in the following Article. |
(Sale of Shares Constituting Less-Than-One-Unit Shares to Constitute One Unit)
Article 10. A shareholder of the Company may request that the Company sell such number of shares as may, together with the number of less-than-one-unit shares held by the shareholder, constitute one unit of shares, in accordance with the Share Handling Regulations.
(Administrator of Register of Shareholders)
Article 11.
1. The Company shall have an administrator of the register of shareholders.
2. The administrator of the register of shareholders and its handling office shall be determined by resolution of the Board of Directors and public notice shall be given thereof.
3
3. The register of shareholders and the register of stock purchase warrants of the Company shall be prepared and kept, and all other business pertaining to the register of shareholders and the register of stock purchase warrants shall be handled by the administrator of the register of shareholders and not by the Company.
(Share Handling Regulations)
Article 12. The business and the service charges pertaining to the shares of the Company shall be subject to laws, ordinances or these Articles of Incorporation and the Share Handling Regulations established by the Board of Directors.
Chapter III. General Meeting of Shareholders
(Calling of Meeting)
Article 13. The ordinary general meeting of shareholders shall be called in June each year and an extraordinary general meeting of shareholders shall be called as the necessity arises.
(Record Date of General Meeting of Shareholders)
Article 14. The record date of voting rights for the Companys general meeting of shareholders shall be March 31 every year.
(Exercise of Voting Rights by Proxy)
Article 15.
1. A shareholder may exercise his voting rights by proxy who shall be another shareholder of the Company that has voting rights.
2. Such shareholder or proxy shall submit a document certifying the power of attorney to the Company for each general meeting of shareholders.
(Person with the Right to Call the Meeting and Chairman)
Article 16.
1. A meeting of the shareholders shall be called and presided over by a Representative Director previously appointed by the Board of Directors.
2. In case the Representative Director is unable to act, one of the other directors shall call and preside over the meeting of the shareholders in accordance with the order determined in advance by resolution of the Board of Directors.
4
(Disclosure and Deemed Provision of Reference Materials for General Meeting of Shareholders via the Internet)
Article 17. In calling the general meeting of shareholders, the Company may deem that the information regarding the matters which should be described or shown in the reference materials for the general meeting of shareholders, business reports, financial documents and consolidated financial documents have been provided to the shareholders by disclosing them via the Internet in accordance with the Ministerial Ordinance of the Ministry of Justice.
(Method of Adopting Resolutions)
Article 18.
1. Except as otherwise provided for in laws, ordinances or these Articles of Incorporation, resolutions at a general meeting of shareholders shall be adopted by a majority of the votes of the shareholders present thereat who are entitled to vote.
2. Resolutions provided for in Paragraph 2, Article 309 of the Corporation Law shall be adopted by the vote of the shareholders not less than two-thirds (2/3) of those present at the meeting whereby not less than one-third (1/3) of voting rights of the shareholders entitled to exercise voting rights shall constitute a quorum.
(Minutes)
Article 19. The proceedings in outline, the resultant actions taken and other matters subject to laws and ordinances at a general meeting of shareholders shall be entered in the minutes, which shall bear the names and seals of the chairman of the meeting and the directors present and shall be kept by the Company.
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Chapter IV. Directors and Board of Directors
(Number)
Article 20. The Company shall have not more than fifteen (15) directors.
(Election)
Article 21.
1. Directors shall be elected at a general meeting of shareholders.
2. Resolutions for the election of directors shall be adopted by a majority of the votes of the shareholders present who hold not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise voting rights.
3. Cumulative voting shall not be used for the adoption of resolutions for the election of directors.
(Term of Office)
Article 22.
1. The term of office of directors shall be until the close of the ordinary general meeting of shareholders relating to the last fiscal year ending within two (2) years after their election.
2. The term of office of a director elected to fill a vacancy of a director who has resigned before the completion of his/her term, or elected to increase the number of directors, shall be for the remaining balance of the term of office of the other directors currently in office.
(Representative Directors)
Article 23. Representative Directors shall be elected by resolution of the Board of Directors.
(Person with the Right to Call the Meeting of Board of Directors and Chairman)
Article 24.
1. A meeting of the Board of Directors shall be called and presided over by a Director previously appointed by the Board of Directors.
2. In case the Director is unable to act, one of the other directors shall call and preside over the meeting of the Board of Directors in accordance with the order determined in advance by resolution of the Board of Directors.
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(Calling Meetings of Board of Directors)
Article 25.
1. Notice of a meeting of the Board of Directors shall be dispatched to each director and each corporate auditor three (3) days before the date of the meeting; provided, however, that such period may be shortened in case of emergency.
2. A meeting of the Board of Directors may be held without going through the procedure for calling, if so agreed by all the directors and the corporate auditors.
(Resolutions of Meetings of Board of Directors)
Article 26.
1. The Board of Directors shall decide important matters concerning the execution of business and affairs of the Company as well as such matters as are provided for in laws and ordinances.
2. Resolutions of the Board of Directors shall be adopted by the affirmative vote of a majority of the directors present at the meeting, whereby a majority of all directors shall constitute a quorum.
(Omission of Resolution of Board of Directors)
Article 27. The Company shall deem that the resolution of the Board of Directors has been adopted if the requirements under Article 370 of the Corporation Law are satisfied.
(Remuneration and other interests)
Article 28. Remuneration and bonus of directors and other property interests received by the directors from the Company in consideration of the performance of their duties (hereinafter referred to as the Remuneration) shall be determined by resolution at a general meeting of shareholders.
(Exemption of Liability of Outside Directors)
Article 29. The Company may enter into an agreement with outside directors under which their liability for damages due to the failure in performing their duties shall be limited in accordance with the provisions of Paragraph 1, Article 427 of the Corporation Law; provided, however, that the limit of liability under such agreement shall be the higher of the predetermined amount of not less than ten million (10,000,000) yen, or the amount provided for under the laws and ordinances.
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Chapter V. Corporate Auditors and Board of Corporate Auditors
(Number)
Article 30. The Company shall have not more than five (5) corporate auditors.
(Election)
Article 31.
1. Corporate auditors shall be elected at a general meeting of shareholders.
2. Resolutions for the election of corporate auditors shall be adopted by a majority of the votes of the shareholders present who hold not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise voting rights.
(Term of Office)
Article 32.
1. The term of office of corporate auditors shall be until the close of the ordinary general meeting of shareholders relating to the last fiscal year ending within four (4) years after their election.
2. The term of office of a corporate auditor elected to fill a vacancy of an auditor resigned before the completion of the term shall be for the remaining balance of the term of office of the retired corporate auditor.
(Person with the Right to Call the Meeting of Board of Corporate Auditors)
Article 33. A meeting of the Board of Corporate Auditors shall be called by each corporate auditor.
(Calling Meetings of Board of Corporate Auditors)
Article 34.
1. Notice of a meeting of the Board of Corporate Auditors shall be dispatched to each corporate auditor three (3) days before the date of the meeting; provided, however, that such period may be shortened in case of emergency.
2. A meeting of the Board of Corporate Auditors may be held without going through the procedure for calling, if so agreed by all the corporate auditors.
(Resolutions of Meetings of Board of Corporate Auditors)
Article 35.
1. The Board of Corporate Auditors shall decide matters concerning the audit policy, the methods for investigating the state of the business and property and the execution of other duties of corporate auditors as well as such matters as are provided for in laws and ordinances.
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2. Except as otherwise provided for in laws or ordinances, resolutions at a meeting of the Board of Corporate Auditors shall be adopted by a majority of the corporate auditors.
(Full-Time Corporate Auditor)
Article 36. A full-time corporate auditor or auditors shall be elected by resolution of the Board of Corporate Auditors.
(Remuneration and other interests)
Article 37. Remuneration and other interests of corporate auditors shall be determined by resolution at a general meeting of shareholders.
(Exemption of Liability of Outside Corporate Auditors)
Article 38. The Company may enter into an agreement with outside corporate auditors under which their liability for damages due to the failure in performing their duties shall be limited in accordance with the provisions of Paragraph 1, Article 427 of the Corporation Law; provided, however, that the limit of liability under such agreement shall be the higher of the predetermined amount not less than five million (5,000,000) yen, or the amount provided for under the laws or regulations.
Chapter VI. Accounts
(Fiscal Year)
Article 39. The fiscal year of the Company shall be one year from April 1 of each year to March 31 of the following year.
(Record Date for Dividends at Fiscal Year End)
Article 40. The record date for the dividends to be paid by the Company at the end of fiscal year shall be March 31 of each year.
(Interim Dividends)
Article 41. The Company may, by resolution of the Board of Directors, pay interim dividends by regarding September 30 of each year as the record date.
(Period of Limitations for Dividends)
Article 42. The Company shall be relieved from the obligation to pay any property available for distribution if such property available for distribution is cash and still remains unreceived after the lapse of three (3) full years from the date on which the same became due and payable.
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Exhibit 1.2
(Translation)
SHARE HANDLING REGULATIONS
OF
RICOH COMPANY, LTD.
CHAPTER I. GENERAL PROVISIONS
Article 1. (Purpose)
The procedure of exercising shareholders rights and other business and the handling charges pertaining to the shares of the Company shall be governed by the rules provided for by Japan Securities Depository Center, Inc. (hereinafter referred to as the Center) and account management institutions such as securities companies in which shareholders hold transfer accounts (hereinafter referred to as Securities Companies, etc.) as well as by the provisions of these Regulations pursuant to the Articles of Incorporation.
Article 2. (Administrator of Register of Shareholders)
The administrator of the register of shareholders of the Company and its handling office are as follows:
Administrator of Register of Shareholders:
The Chuo Mitsui Trust and Banking Company, Limited
33-1, Shiba 3-chome
Minato-ku, Tokyo
Handling Office:
The Chuo Mitsui Trust and Banking Company, Limited (Head Office)
33-1, Shiba 3-chome
Minato-ku, Tokyo
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CHAPTER II. RECORDING, ETC. IN REGISTER OF SHAREHOLDERS
Article 3. (Recording in Register of Shareholders)
(1) Amendments to matters recorded in the register of shareholders shall be made upon notifications from the Center, such as General Shareholders Notifications (excluding the Individual Shareholder Notifications as provided for in Paragraph 3, Article 154 of the Law Concerning Book-Entry Transfer of Corporate Bonds, Shares, etc. (Book-Entry Transfer Law)).
(2) In addition to the provisions of the preceding Paragraph, in the case of issuance of new shares or other cases provided for by laws and regulations, amendments to matters recorded in the register of shareholders shall be made without a notification from the Center.
(3) Recording in the register of shareholders shall be made in the characters and symbols designated by the Center.
Article 4. (Notification of Matters To Be Recorded in Register of Shareholders)
Shareholders shall notify their names and addresses through Securities Companies, etc. and the Center, pursuant to the rules provided for by the Center. The same shall apply to any change thereof.
Article 5. (Representative of Corporation Shareholder)
In the case that a shareholder is a corporation, the notification of one (1) representative of such corporation shall be made through Securities Companies, etc. and the Center, pursuant to the rules provided for by the Center. The same shall apply to any change thereof.
Article 6. (Representative of Joint-owners of Shares)
Shareholders who own shares jointly shall appoint one (1) representative and notify the name and address of such representative through Securities Companies, etc. and the Center, pursuant to the rules provided for by the Center. The same shall apply to any change thereof.
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Article 7. (Statutory Representative)
Statutory representatives such as a person with parental authority or a guardian shall notify their names and addresses through Securities Companies, etc. and the Center, pursuant to the rules provided for by the Center. The same shall apply to any change or discharge thereof.
Article 8. (Notification of Addresses Where Shareholders Residing Abroad, etc. Shall Receive Notices)
Shareholders and registered share pledgees or their statutory representatives residing abroad shall appoint resident standing proxies in Japan or decide the addresses in Japan where they shall receive notices, and shall notify the name and address of the standing proxy or the address where they shall receive notices through Securities Companies, etc. and the Center, pursuant to the rules provided for by the Center. The same shall apply to any change or discharge thereof.
Article 9. (Confirmation by Notification Through the Center)
In the case that notification from a shareholder to the Company is submitted through Securities Companies, etc. and the Center, such notification shall be deemed to be from the principal.
CHAPTER III. CONFIRMATION OF SHAREHOLDER IDENTITY
Article 10. (Confirmation of Shareholder Identity)
(1) In the case of a request or other exercise of shareholders rights (hereinafter referred to as Requests, etc.) by a shareholder (including a shareholder whose Individual Shareholder Notification has been made), evidence certifying that such Requests, etc. are made by the principal (hereinafter referred to as Certification Materials, etc.) shall be attached or provided. However, this shall not apply if the Company can confirm that such Requests, etc. are made by the principal.
(2) In the case that Requests, etc. are made through Securities Companies, etc. and the Center, such Requests, etc. shall be deemed to be made by the principal, and Certification Materials, etc. are not needed.
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(3) In addition to the procedure specified by the preceding two Paragraphs, in the case that Requests, etc. are made by an agent, a power of attorney affixed with the signature, or name and seal of the shareholder in question must be attached.
(4) The provisions of Paragraph 1 and Paragraph 2 shall be applied mutatis mutandis to agents.
CHAPTER IV. PROCEDURE FOR EXERCISING SHAREHOLDERS RIGHTS
Article 11. (Procedure for Exercising Minority Shareholders Rights)
In the case that a shareholder exercises Minority Shareholders Rights, as defined in Paragraph 4, Article 147 of the Book-Entry Transfer Law, directly to the Company, the shareholder shall exercise such rights by submitting documents affixed with the signature, or name and seal with an acceptance of Individual Shareholder Notification as an attachment.
Article 12. (Presentation of Shareholders Proposals in Reference Documents for a General Meeting of Shareholders)
In the case that a shareholder submits proposals for a General Meeting of Shareholders, if the reason for each proposal and/or matters concerning each candidate related to proposals for election of Directors and Corporate Auditors, which are to be included in reference documents for a General Meeting of Shareholders, contain more than four hundred (400) characters, the Company may present their outlines in the reference documents for the General Meeting of Shareholders.
Article 13. (Procedure for Request for Purchase of Less-Than-One-Unit Shares)
In the case that a shareholder makes a request to the Company for the purchase of less-than-one-unit shares, the request shall be made through Securities Companies, etc. and the Center, pursuant to the rules provided for by the Center.
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Article 14. (Determination of Purchase Price)
(1) The purchase price per share subject to the request for purchase set forth in the preceding Article shall be the closing price of the stock of the Company, on the market operated by the Tokyo Stock Exchange, on the day on which such request is received at the handling office of the administrator of the register of shareholders; provided, however, that in the case that no trading is effected on that day or that the exchange is closed on that day, the purchase price per share shall be the price at which the shares of the Company are first traded thereafter.
(2) The total share purchase price for a request for purchase shall be the amount obtained by multiplying the purchase price per share set forth in the preceding Paragraph by the number of shares requested to be purchased.
Article 15. (Payment of Purchase Price)
(1) The Company shall pay the purchase price in the amount obtained by deducting any handling charges stipulated in Article 24 from the purchase price calculated pursuant to the preceding Article, to the applicant on the fourth (4th) business day (unless otherwise provided for by the Company) counting from the day following the day on which the purchase price per share was determined pursuant to the rules provided for by the Center. However, when such purchase price includes a premium due to dividends of surplus, stock splits or the like, the purchase price shall be paid prior to the relevant record date.
(2) The applicant requesting the purchase may request that the payment of the purchase price be made by remittance or wire transfer to a bank account designated by such applicant or cash payment at Japan Post Bank.
Article 16. (Transfer of Shares Purchased)
Less-than-one-unit shares for which a request for purchase has been made shall be transferred to the transfer account of the Company on the day on which the purchase price has been paid or the procedure for payment has been completed pursuant to the preceding Article.
Article 17. (Procedure for Request for Sale of Less-Than-One-Unit Shares)
In the case that a request for the sale of less-than-one-unit shares is made to the Company by a shareholder who owns less-than-one-unit shares which, when added to the number of such shareholders shares, would constitute one unit of shares (hereinafter referred to as Request for Sale), such request shall be made through Securities Companies, etc. and the Center, pursuant to the rules provided for by the Center.
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Article 18. (Requests for Sale Exceeding the Balance of the Shares of the Company Owned by Itself)
When the total number of shares for which Requests for Sale are made on the same day exceeds the number of the shares of the Company owned by itself that is transferable (excluding such shares owned for a specific purpose), none of the Requests for Sale made on that day shall take effect.
Article 19. (Effective Date of Request for Sale)
A Request for Sale shall become effective as of the day on which the Request for Sale is received at the handling office of the administrator of register of shareholders.
Article 20. (Determination of Sale Price)
(1) The sale price per share for sale of less-than-one-unit shares shall be the closing price of the stock of the Company, on the market operated by the Tokyo Stock Exchange, on the effective date of the Request for Sale; provided, however, that in the case that no trading is effected on that day or that the exchange is closed on that day, the sale price per share shall be the price at which the shares of the Company are first traded thereafter.
(2) The total sale price of less-than-one-unit shares shall be the amount obtained by multiplying the sale price per share of less-than-one-unit shares by the number of shares requested to be sold.
Article 21. (Transfer of Sold Shares)
Pursuant to the rules provided for by the Center, an application for the transfer of shares of the Company owned by the Company itself (equivalent to the number of less-than-one-unit shares for which a Request for Sale has been made) to the transfer account of the shareholder that made the Request for Sale shall be filed on the date on which it is confirmed that the proceeds for the sale of shares that consist of the total sale price and the handling charges prescribed in Article 24 have been transferred to the bank account designated by the Company through Securities Companies, etc.
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Article 22. (Suspension Period for Acceptance of Requests for Sale)
(1) The Company shall suspend acceptance of Requests for Sale for the period from the day ten (10) business days prior to the following respective dates to such respective dates each year;
(i) | March 31; |
(ii) | September 30; and |
(iii) | Other dates such as record dates specified by the Center. |
(2) Notwithstanding the provisions of the preceding Paragraph, the Company may, when it finds necessary, separately establish a suspension period for the acceptance of Requests for Sale.
CHAPTER V. SPECIAL PROVISIONS FOR SPECIAL ACCOUNTS
Article 23. (Special Provisions for Special Accounts)
The confirmation of the identity of shareholders for whom special accounts have been opened and other matters related to the handling of special accounts shall be governed by the provisions set forth by the Center as well as by account management institutions of special accounts.
CHAPTER VI. HANDLING CHARGES
Article 24. (Handling Charges)
Handling charges for requests to the Company for the purchase of less-than-one-unit shares set forth in Article 13 and Requests for Sale of less-than-one-unit shares set forth in Article 17 shall be calculated first by obtaining the price of one share unit using the formula below, and then by dividing such amount by the number of less-than-one-unit shares sold or bought.
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Formula:
With respect to the total amount obtained by multiplying the purchase price per share specified in Article 14 (Determination of Purchase Price) or the sale price per share specified in Article 20 (Determination of Sale Price) by the number of shares constituting one unit of shares:
Amount equal to or less than 1 million yen: |
1.150 | % | ||
Amount exceeding 1 million yen and equal to or less than 5 million yen: |
0.900 | % | ||
Amount exceeding 5 million yen and equal to or less than 10 million yen: |
0.700 | % | ||
Amount exceeding 10 million yen and equal to or less than 30 million yen: |
0.575 | % | ||
Amount exceeding 30 million yen and equal to or less than 50 million yen: |
0.375 | % | ||
(Any amounts less than 1 yen are disregarded) |
Provided, however, that if the amount so calculated for one share unit is less than 2,500 yen, the amount for one share unit shall be 2,500 yen.
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SUPPLEMENTARY PROVISIONS
Article 1.
The provisions of Article 25 to Article 27 in these Regulations prior to revision shall remain in force concerning the registrations of lost share certificates existing in the Company as of the effective date of the Law for Partial Amendments to the Law Concerning Book-Entry Transfer of Corporate Bond, etc. for the Purpose of Streamlining the Settlement of Trades of Stocks, etc. (Law No. 88 of 2004).
Article 2.
The provisions of Article 1 of the Supplementary Provisions shall be deleted on the day on which one (1) year has elapsed from the day following the effective date of the Law for Partial Amendments to the Law Concerning Book-Entry Transfer of Corporate Bonds, etc. for the Purpose of Streamlining the Settlement of Trades of Stocks, etc. (Law No. 88 of 2004).
* * * *
1. Date of Amendment: |
October 28, 2008 | |
2. Date of Enforcement: |
January 5, 2009 | |
3. Approved by: |
The Board of Directors | |
4. Established by: |
Administrative Manager, | |
Head Office of the Department of Human Resources | ||
5. Section in charge: |
Department of General Affairs, | |
Head Office of the Department of Human Resources |
9
Exhibit 1.3
(Translation)
REGULATIONS OF THE BOARD OF DIRECTORS
(Purpose)
Article 1. These Regulations shall set forth matters concerning the role and function of the Board of Directors of the Company, the management of the meeting of the Board of Directors of the Company and matters to be resolved thereof.
(Application)
Article 2. Any matters with regards to the Board of Directors shall be governed by these Regulations in addition to the applicable laws and ordinances and the Articles of Incorporation.
(Role and Function)
Article 3. The Board of Directors of the Company shall conduct decision-making activities as to important matters set forth in the applicable laws and ordinances, the Articles of Incorporation and these Regulations relating to the Company and the Ricoh group companies, as well as supervise the management of all Ricoh group companies. The Board of Directors shall allocate management resources through deliberation and approval of management policy and the decision-making activities of other important matters. The Board of Directors shall motivate senior management by supervising and evaluating the state of execution of management policy, and by making appointment and removal decisions as well as determining the compensation levels of senior management based on the state of execution of management policy. With respect to the deliberations of the Board of Directors, the Board of Directors shall place importance on social responsibility, compliance and increasing transparency in their deliberations.
(Organization)
Article 4. The Board of Directors shall consist of all Directors.
(Attendance by Corporate Auditors)
Article 5. Corporate Auditors shall attend the meetings of the Board of Directors and, when necessary, express their opinions at the meeting.
(Types of Meetings of the Board of Directors)
Article 6. Meetings of the Board of Directors shall consist of ordinary meetings of the Board of Directors and extraordinary meetings of the Board of Directors. Ordinary meetings of the Board of Directors shall be held periodically at least once every three (3) months, and extraordinary meetings of the Board of Directors shall be held whenever necessary.
1
(Committee)
Article 7. The Company shall establish a Nomination and Compensation Committee as a committee within the Board of Directors. The composition, function, management, etc. of the Nomination and Compensation Committee shall be set forth separately.
(Chairman)
Article 8. The Chairman of the Board of Directors shall be appointed from the Directors by a resolution of the Board of Directors. If the Chairman of the Board of Directors is unable to act, another Director shall be appointed as the Chairman of the Board of Directors, in accordance with the order determined in advance by the Board of Directors.
(Person Authorized to Convene Meetings)
Article 9. A meeting of the Board of Directors shall be convened by the Chairman of the Board of Directors. In case the Chairman is unable to act, one of the other Directors shall convene the meeting of the Board of Directors in accordance with the order determined in advance by the Board of Directors. Each Director and Corporate Auditor may request convocation of a meeting of the Board of Directors by submitting a document that includes an agenda and sets forth the reason for such meeting to the person with the authority to convene such meeting. If a notice of convocation of a meeting of the Board of Directors to be held within two (2) weeks from the date of such request is not dispatched within five (5) days of such request, the Director or Corporate Auditor who requested such meeting may convene a meeting of the Board of Directors.
(Notice of Convocation)
Article 10. A notice of convocation of a meeting of the Board of Directors shall be dispatched to each Director and each Corporate Auditor at least three (3) days prior to the date set forth for such meeting; provided, however, such period may be shortened in cases when there is an urgent need for a meeting of the Board of Directors. A meeting of the Board of Directors may be held without the convocation procedure if so agreed by all of the Directors and Corporate Auditors.
(Resolution)
Article 11. Resolutions of the Board of Directors shall be adopted by the affirmative vote of a majority of the Directors present at the meeting, whereby a majority of all Directors shall constitute a quorum. A Director who has a special interest in any proposal that is deliberated by the Board of Directors shall not be entitled to vote on such matter.
(Omission of Resolution)
Article 12. The Company shall deem that a resolution of the Board of Directors has been adopted in regard to matters that are to be resolved by the Board of Directors if the requirements of Article 370 of the Corporation Law are satisfied.
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(Attendance by Third Parties)
Article 13. The Board of Directors may request any person other than Directors and Corporate Auditors to attend a meeting of the Board of Directors and to provide reports or opinions whenever necessary.
(Matters to be Resolved)
Article 14. The following matters shall be resolved at a meeting of the Board of Directors:
1. | Statutory matters |
1-1 | Establishment, relocation and closure of a branch and other important organizations; |
1-2 | Transfer and acquisition of business and disposal and acquisition of important assets; |
1-3 | A significant amount of borrowing, donation, capital contribution, loan, guarantee, furnishing of collateral and waiver of indebtedness; |
1-4 | Appointment and removal of a Representative Director, manager and other important employees; |
1-5 | Approval of transactions in competition with the Company by a Director, transactions between a Director and the Company, and transactions in which there is a conflict of interest between a Director and the Company; |
1-6 | Approval before any full-time Director of the Company assumes a senior officer or director position of any other company; |
1-7 | Invitation of parties to underwrite new shares; |
1-8 | Stock splits; |
1-9 | Increase of the total number of shares to be issued by the Company at the ratio in accordance with a stock split and amendments to the Articles of Incorporation pursuant to such increase; |
1-10 | Interim dividends; |
1-11 | Issuance of corporate bonds and bonds with stock purchase warrants; |
1-12 | Approval of the financial documents and business reports, and other annexed specifications; |
1-13 | Determination regarding the convocation of a meeting of the shareholders and its agenda; |
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1-14 | Determination regarding matters delegated by a resolution of the meeting of the shareholders; |
1-15 | Acquisition of its own stock by the Company based on a resolution adopted at the meeting of the shareholders; |
1-16 | Acquisition of its own stock owned by a subsidiary of the Company; |
1-17 | Elimination of the treasury stock by the Company; |
1-18 | Amendments to the Articles of Incorporation as a result of a decrease in the number of shares per unit or abolishment of the unit system; |
1-19 | Invitation of parties to underwrite new stock purchase warrants; |
1-20 | Computerization of exercising voting rights at a shareholders meeting; |
1-21 | Development of a system that ensures that the performance of their duties by Directors is in compliance with the laws and ordinances and the Articles of Incorporation, and other systems as provided for by a Ministerial Ordinance of the Ministry of Justice as necessary to ensure the adequacy of the Companys operations; and |
1-22 | Other matters stipulated by the applicable laws and ordinances. |
2. | Matters authorized by the Articles of Incorporation |
2-1 | Acquisition of its own stock by the Company; |
2-2 | Designation of an administrator of the register of shareholders and its handling office; and |
2-3 | Establishment, amendment or abolishment of the Share Handling Regulations. |
3. | Other important matters relating to the execution of business of the Company. |
(Business Affairs of Company)
Article 15. Pursuant to the applicable laws and ordinances, the Articles of Incorporation and these Regulations, a Representative Director shall execute the business of the Company and act as a representative of the Company to third parties as part of his duties. In the event that there are more than one (1) Representative Directors, a Representative Director who is also the President shall be the chief executive officer of the Company.
(Matters to be reported to the Board of Directors and the Board of Corporate Auditors)
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Article 16. The Board of Directors shall receive reports concerning the following matters:
1-1 | The President shall report on the conditions of the execution of the business of the Company to the Board of Directors at least once every three (3) months. The President may cause any other person to provide a report on his/her behalf. |
1-2 | The Board of Directors shall receive reports on the following matters from the relevant Directors: |
(i) | Transactions in competition with the Company by a Director, transactions between a Director and the Company, and transactions in which there is a conflict of interest between a Director and the Company (Paragraph 1, Article 356 of the Corporation Law); and |
(ii) | Reports important matters. |
(1) | When any part-time Director of the Company assumes a senior officer or director position of another company; |
(2) | Other important matters. |
1-3 | The Board of Directors shall receive reports on the summary of the deliberations of a meeting of the Nomination and Compensation Committee and the results thereof. |
2. | The Board of Directors shall receive reports on matters set forth by the applicable laws and ordinances (Article 382 of the Corporation Law) from the Corporate Auditors. |
(Minutes)
Article 17. The summary and results of the proceedings of a meeting of the Board of Directors and other matters set forth by the laws and ordinances shall be recorded in the minutes of the meeting of the Board of Directors, to which each Director and Corporate Auditor shall print his/her name and affix his/her seal, and which minutes shall be kept in safe-keeping by the Company, pursuant to the laws and ordinances. Such minutes shall be kept for ten (10) years at the principal office of the Company.
(Board of Directors Clerical Office)
Article 18. The Chief Secretary shall handle any administrative matters concerning the Board of Directors.
(Other Matters)
Article 19. Any matters relating to the administration of the meetings of the Board of Directors which are not provided for by the applicable laws and ordinances, the Articles of Incorporation or these Regulations shall be determined by the Chairman.
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(Amendment to or Abolition of These Regulations)
Article 20. The amendment to or abolishment of these Regulations shall be subject to the resolution by the Board of Directors.
SUPPLEMENTARY PROVISIONS
Date of Establishment and Enactment: |
October 1, 1982 | |
Date of Enactment of Amendment: |
July 1, 1977 | |
February 7, 1978 | ||
September 21, 1982 | ||
October 1, 1987 | ||
Date of Confirmation: |
October 1, 1997 | |
Date of Enactment of Amendment: |
June 26, 1998 | |
June 29, 2000 | ||
October 1, 2001 | ||
May 1, 2002 | ||
June 25, 2004 | ||
June 28, 2005 | ||
November 1, 2005 | ||
May 1, 2006 | ||
June 28, 2006 | ||
March 13, 2008 | ||
Approved by: |
The Board of Directors | |
Section in Charge: |
Secretariat Office |
6
Exhibit 1.4
(Translation)
REGULATIONS OF THE BOARD OF
CORPORATE AUDITORS OF
RICOH COMPANY, LTD.
(Purpose) | ||||
Article 1. |
These Regulations of the Board of Corporate Auditors (the Regulations) shall govern the matters concerning the Board of Corporate Auditors of Ricoh Company, Ltd. (the Company) pursuant to the applicable laws and ordinances and the Articles of Incorporation of the Company. | |||
(Composition)
| ||||
Article 2. | (1) The Board of Corporate Auditors shall be composed entirely of Corporate Auditors of the Company. | |||
(2) The Board of Corporate Auditors shall have a full-time Corporate Auditor. | ||||
(3) In addition to the requirement of the preceding paragraph, the Board of Corporate Auditors shall have a Chairman (a Chairman) and a Specified Corporate Auditor as defined in Article 7 hereof. | ||||
(Objectives of the Board of Corporate Auditors)
| ||||
Article 3. | The objective of the Board of Corporate Auditors shall be to receive reports, discuss and resolve on matters of importance relating to audits; provided, however, nothing provided for in this article shall preclude a Corporate Auditor from exercising his or her powers as a Corporate Auditor. | |||
(Duties of the Corporate Auditors)
| ||||
Article 4. | The Board of Corporate Auditors shall perform the following duties; provided, however, nothing in Item 3 below shall preclude a Corporate Auditor from exercising his or her powers as a Corporate Auditor. | |||
1. | Prepare audit reports; | |||
2. | Appoint and remove full-time Corporate Auditors; and |
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3. | Determine audit policies, investigation methods as to the state of the Companys business and assets and other matters relating to the exercise of Corporate Auditors duties. |
(Appointment and Removal of Full-Time Corporate Auditors)
Article 5. | The Board of Corporate Auditors shall, by resolution, appoint full-time Corporate Auditors from among Corporate Auditors or remove full-time Corporate Auditors. |
(Chairman)
|
Article 6. | (1) The Board of Corporate Auditors shall, by resolution, determine a Chairman from among Corporate Auditors. | |||
(2) The Chairman shall, in addition to the duties set forth in Article 9, Paragraph 1 below, carry out duties that are delegated to him or her by the Board of Corporate Auditors; provided, however, the Chairman shall not preclude a Corporate Auditor from exercising his or her powers as a Corporate Auditor. | ||||
(3) The term of the Chairman shall be for one year from the meeting of the Board of Corporate Auditors held after completion of the ordinary general meeting of shareholders. |
(Specified Corporate Auditor)
| ||||
Article 7. | (1) The Board of Corporate Auditors shall, by resolution, determine an individual (the Specified Corporate Auditor) who shall carry out the following duties: | |||
1. | Receive from Directors business reports and supplementary statements attached thereto as well as accounts-related documents, which shall be received by each Corporate Auditor, and distribute such documents to other Corporate Auditors; | |||
2. | Provide notice of the contents of the audit report prepared by the Board of Corporate Auditors concerning business reports and supplementary statements attached thereto to a Director designated as the recipient of such notice (the Specified Director); | |||
3. | Agree with the Specified Director as to the date on which notice set forth in the previous paragraph shall be provided; |
2
4. | Receive notice on the contents of accounting audit reports from the accounting auditors and notify the contents of such accounting audit reports to other Corporate Auditors; | |||
5. | Notify the Specified Director and accounting auditors of the contents of the audit report prepared by the Board of Corporate Auditors relating to the accounts-related documents; and | |||
6. | Agree with the Specified Director and accounting auditor as to the date on which notice of the contents of the accounting audit report from the accounting auditor shall be received. | |||
(2) The Specified Corporate Auditor shall be a full-time Corporate Auditor. | ||||
(Holding of Meetings)
| ||||
Article 8. |
As a general rule, meetings of the Board of Corporate Auditors shall be held at least once every three (3) months; provided, however, meetings may be held from time to time whenever necessary. | |||
(Convener of Meetings)
| ||||
Article 9. |
(1) The Chairman shall convene and conduct the meetings of the Board of Corporate Auditors. | |||
(2) A Corporate Auditor may request that the Chairman convene a meeting of the Board of Corporate Auditors. | ||||
(3) In the event that the Chairman does not convene a meeting of the Board of Corporate Auditors, despite a request made pursuant to the preceding paragraph, the Corporate Auditor who made the request may convene and conduct the meeting himself or herself. | ||||
(Convocation Procedures)
| ||||
Article 10. |
(1) To convene a meeting of the Board of Corporate Auditors, a notice of convocation shall be dispatched to each Corporate Auditor at least three (3) days prior to the date of such meeting. | |||
(2) A meeting of the Board of Corporate Auditors may be held without following the convocation procedures, with the unanimous resolution of all of the Corporate Auditors. |
3
(Method of Resolution)
| ||||
Article 11. |
(1) A resolution of the Board of Corporate Auditors shall be adopted by a majority vote of all Corporate Auditors; provided, however, resolution of matters set forth in Article 19, Paragraph 2 (removal of accounting auditors), Article 24, Paragraph 1 (partial exemption from liability for Officers, etc.) and Article 25, Paragraph 1 (auxiliary intervention in a derivative action by shareholders) shall be adopted unanimously. | |||
(2) Prior to adopting a resolution, Corporate Auditors shall deliberate upon matters based on sufficient information and materials. | ||||
(Resolutions Relating to Audit Policies, etc.)
| ||||
Article 12. |
(1) The Board of Corporate Auditors shall, by resolution, establish matters such as the audit policy, audit plan, audit method and assignment of duties. | |||
(2) In addition to the matters provided in the preceding paragraph, the Board of Corporate Auditors shall resolve such other matters it deems necessary for performing its duties, such as the budget for audit expenses and expenses relating to independent outside advisors. | ||||
(3) The Board of Corporate Auditors shall adopt resolutions, as it deems necessary, concerning the contents of the structures listed below and, request Directors of the Company to develop these structures. | ||||
1. | Matters relating to employees who shall assist the Corporate Auditors in performing their duties; | |||
2. | Matters relating to the independence of the employees provided in the preceding item from Directors; | |||
3. | A structure under which Directors and employees shall report to Corporate Auditors and other structures relating to reports to Corporate Auditors; and | |||
4. | Other structures to ensure the effective audit by the Corporate Auditors. |
4
(Regular Meetings, etc. with Representative Director(s))
| ||
Article 13. |
(1) The Board of Corporate Auditors shall regularly meet with the Representative Director(s) in an effort to foster mutual awareness by exchanging opinions on such matters as those that the Company shall address, improvements to the environment in which audits are conducted by the Corporate Auditors and issues of importance in conducting audits, and requesting modifications that it deems necessary. | |
(2) The Board of Corporate Auditors shall explain to the Representative Director(s) and, to the Board of Directors the audit policies and audit plans as well as results of the audit. | ||
(3) In addition to the matters as required by law, the Board of Corporate Auditors shall, upon consultation with Directors, determine the matters on which the Board of Directors and employees shall report to the Board of Corporate Auditors in accordance with the structures provided in Paragraph 3, Item 3 of the preceding article, and shall receive reports on such matters. | ||
(Reports to the Board of Corporate Auditors)
| ||
Article 14. |
(1) A Corporate Auditor shall regularly and from time to time, or when requested by the Board of Corporate Auditors, report to the Board of Corporate Auditors on the status of performance of his or her duties. | |
(2) A Corporate Auditor who has received a report from an accounting auditor, Director, employee of the Audit Office or any other person shall report thereon to the Board of Corporate Auditors. | ||
(3) The Board of Corporate Auditors shall request reports from accounting auditors, Directors, employees of the Audit Office and such other persons as it deems necessary. | ||
(4) In connection with the preceding three (3) paragraphs, in the event a Corporate Auditor, accounting auditor, Director, an employee of the Audit Office or any other person notifies all Corporate Auditors of matters that should be reported to the Board of Corporate Auditors, such matters shall not be required to be reported to the Board of Corporate Auditors. |
5
(Measures to be Taken upon the Receipt of Reports)
| ||||
Article 15. | If the Board of Corporate Auditors receives a report as to the matters listed below, it shall conduct the necessary investigation and take measures appropriate to the circumstance: | |||
1. | A report from a Director regarding a discovery of a fact that may cause significant damage to the Company; | |||
2. | A report from an accounting auditor regarding a discovery of an improper action by a Director in carrying out his or her duties or a discovery of a material fact such that it may result in a breach of the laws and ordinances or the Articles of Incorporation; or | |||
3. | A report from a Director or an employee on matters that have previously been discussed and decided upon with the Directors. | |||
(Measures to be Taken against Internal and External Claims and Accusations)
| ||||
Article 16. | (1) The Board of Corporate Auditors may delegate part of its duties to accept, retain and handle claims or accusations relating to inadequacies in accounting, internal accounting controls or auditing to Internal Management & Control Division. | |||
(2) In the event that the Board of Corporate Auditors receives from the Internal Management & Control Division or others a report on claims and accusations set forth in the previous paragraph concerning the matters listed below, provisions set forth in the previous article shall apply MUTATIS MUTANDIS: | ||||
1. | Violations of Article 356 of the Companies Act of Japan (Restrictions on Competition and Conflicting Interest Transactions); | |||
2. | Derivative actions by shareholders; | |||
3. | Important matters affecting the business performance of the Company; and | |||
4. | Other material violations relating to compliance or material inadequacies relating to accounting, internal accounting controls or auditing. |
6
(Preparation of Audit Reports) | ||
Article 17. | (1) The Board of Corporate Auditors shall, based upon audit reports prepared by each Corporate Auditor, deliberate upon and prepare the audit report of the Board of Corporate Auditors. | |
(2) In the event that the contents of the Board of Corporate Auditors audit report differ from the contents of audit reports prepared by each Corporate Auditor and a Corporate Auditor requests that the contents of his or her audit report be quoted in the audit report of the Board of Corporate Auditors, such contents shall be so quoted. | ||
(3) Each Corporate Auditor shall sign or affix his or her seal (including electronic signature) on the Board of Corporate Auditors audit report. Full-time Corporate Auditors and outside Corporate Auditors shall note or record in the audit report that they are a full-time Corporate Auditor or an outside Corporate Auditor, as appropriate. | ||
(4) In the event that the Company prepares extraordinary accounting documents or consolidated accounting documents, the provisions of the preceding three (3) paragraphs shall apply MUTATIS MUTANDIS to the preparation of such documents. |
(Consent etc., Concerning the Appointment of Corporate Auditors)
| ||
Article 18. |
(1) The following matters concerning the appointment of Corporate Auditors shall be resolved at a meeting of the Board of Corporate Auditors: | |
1. Consent to the submission of a proposal concerning the appointment of Corporate Auditors to a general meeting of shareholders; | ||
2. Request the inclusion of the appointment of a Corporate Auditor in the agenda of a general meeting of shareholders; and | ||
3. Request the submission of a proposal concerning the appointment of a Corporate Auditor to a general meeting of shareholders. | ||
(2) The preceding paragraph shall also apply MUTATIS MUTANDIS to the appointment of an alternate Corporate Auditor to fill vacancies of Corporate Auditors. |
7
(Consent etc. Concerning the Appointment of Accounting Auditors) | ||||
Article 19. | (1) The following matters concerning the appointment, removal or non-reappointment of accounting auditors shall be resolved at a meeting of the Board of Corporate Auditors: | |||
1. | Consent to the submission of a proposal concerning the appointment of accounting auditors to a general meeting of shareholders; | |||
2. | Consent to the inclusion of the removal or non-reappointment of an accounting auditor in the agenda of a general meeting of shareholders; | |||
3. | Request the submission of a proposal concerning the appointment of an accounting auditor to a general meeting of shareholders; | |||
4. | Request the inclusion of the appointment, removal or non-reappointment of an accounting auditor in the agenda of a general meeting of shareholders; and | |||
5. | Appointment of a person who shall temporarily perform the duties of an accounting auditor in the case of its absence. | |||
(2) In the event that the Board of Corporate Auditors is to remove an accounting auditor based upon reasons provided for by statute, the Board of Corporate Auditors shall do so by unanimous resolution. In such case, the Corporate Auditor appointed by the Board of Corporate Auditors must report on the removal and the reasons therefor at the first general meeting of shareholders held after such removal. | ||||
(3) The consent contemplated in the preceding paragraph may be obtained in writing or by electronic record when there is an urgent need to do so. | ||||
(Resolutions Concerning the Appointment and Removal of Independent Outside Advisors)
| ||||
Article 20. |
The appointment and removal of independent outside advisors shall be by a resolution of the Board of Corporate Auditors. |
8
(Consent to Remuneration, etc. of the Accounting Auditor)
| ||||
Article 21. |
Consent to the remuneration, etc. of the accounting auditor or any person who shall temporarily perform the duties of an accounting auditor payable by the Company or its subsidiaries shall be obtained by a resolution of the Board of Corporate Auditors. | |||
(Report and Confirmation of the Contents of the Annual Securities Report and Annual Report)
| ||||
Article 22. |
The Board of Corporate Auditors shall receive reports from the Disclosure Committee as to the Annual Securities Report prepared pursuant to the Securities and Exchange Law of Japan, as amended, and the Annual Report on Form 20-F prepared pursuant to the United States Securities Exchange Act of 1934, as amended, and confirm its contents. | |||
(Pre-Approval Relating to the Independence of Accounting Auditors)
| ||||
Article 23. |
(1) The Board of Corporate Auditors shall pre-approve the audit services and non-audit services to be provided to the Company and its subsidiaries by accounting auditors. | |||
(2) The Board of Corporate Auditors shall establish the Audit and Non-Audit Services Pre-Approval Policy as its policies and procedures for pre-approval. | ||||
(3) The Board of Corporate Auditors may, by resolution, delegate the power to pre-approve non-audit services to an outside Corporate Auditor. | ||||
(Consent Relating to the Partial Exemption from Liability for Officers, etc.*)
| ||||
Article 24. |
(1) The consent of the Board of Corporate Auditors as to matters listed below shall be obtained by a unanimous resolution adopted by all Corporate Auditors: | |||
1. | Submission of proposals concerning the partial exemption from liability for Officers, etc. to a general meeting of shareholders; | |||
2. | Submission of proposals concerning an amendment to the Articles of Incorporation, which shall empower the Board of Directors to partially exempt Officer, etc. from liability by a resolution at a meeting of the Board of Directors, to a general meeting of shareholders; |
9
3. | Submission of proposals concerning the partial exemption from liability of Officers, etc. to the Board of Directors meeting, in accordance with the Articles of Incorporation; and | |||
4. | Submission of proposals concerning an amendment to the Articles of Incorporation, which enables the Company to enter into an agreement with outside Officers, etc. to partially exempt him or her from liability, to a general meeting of shareholders. | |||
(2) The consent contemplated in the preceding paragraph may be obtained in writing or by electronic record when there is an urgent need to do so. | ||||
(Consent to Auxiliary Intervention)
| ||||
Article 25. | (1) The consent of the Board of Corporate Auditors concerning the Companys auxiliary intervention for a Director who is a defendant in a derivative action by shareholders shall be obtained by a unanimous resolution at a meeting of the Board of Corporate Auditors, as provided in the previous article. | |||
[*The term Officers, etc. used herein means Directors, accounting advisors and Corporate Auditors as provided in Article 329, Paragraph 1 of the Corporation Act of Japan.] | ||||
(2) The consent contemplated in the preceding paragraph may be obtained in writing or by electronic record when there is an urgent need to do so. | ||||
(Deliberation Regarding the Exercise of Powers by Corporate Auditors)
| ||||
Article 26. | Corporate Auditors may deliberate at a meeting of the Board of Corporate Auditors before they exercise their powers or fulfill their obligations with respect to the following matters: | |||
1. | Responses to inquiries to a Corporate Auditor received from a shareholder in advance of a general meeting of shareholders; | |||
2. | Matters such as reports to the Board of Directors and requests to convene a meeting of the Board of Directors; | |||
3. | Items and documents to be submitted to a general meeting of shareholders and results of research relating to other matters; |
10
4. |
Request for suspension of the acts of Directors that are outside the scope of the Companys purpose or that are in violation of laws and ordinances or the Companys Articles of Incorporation; | |||
5. |
Statements of opinion regarding the appointment, removal, resignation and remuneration, etc. of Corporate Auditors at a general meeting of shareholders; | |||
6. |
Matters concerning lawsuits between the Company and Directors; and | |||
7. |
Any other matters concerning the filing of lawsuits, etc. | |||
(Deliberation on Remuneration)
| ||||
Article 27. | Deliberation of the remuneration, etc. of Corporate Auditors may, if all Corporate Auditors have so consented, be conducted at a meeting of the Board of Corporate Auditors. | |||
(Appointment a Senior Corporate Auditors)
| ||||
Article 28. | The Board of Corporate Auditors may, by its resolution, appoint Senior Corporate Auditors. | |||
(Minutes)
| ||||
Article 29. | (1) The Board of Corporate Auditors shall prepare minutes for its meetings, which shall contain the matters listed below, and each Corporate Auditor who attends the meeting shall sign or affix his or her seal (including electronic signature) on the minutes. | |||
1. |
Date, time and location of the meeting (including the method of attendance of any Corporate Auditor, Director or accounting auditor who was not at the location of the meeting but attended the meeting of the Board of Corporate Auditors); | |||
2. |
Outline of the proceedings and the results thereof; | |||
3. |
If an opinion or statement was made at the Board of Corporate Auditors meeting on any of the following matters, a summary of such opinion or statement: | |||
(a) A report from a Director regarding a discovery of a fact that may cause significant damage to the Company; and | ||||
(b) A report from an accounting auditor regarding a discovery of an improper action by a Director in carrying out his or her duties or a discovery of a material fact such that it may result in a breach of the laws and ordinances or the Articles of Incorporation. |
11
4. |
The name or trade name of the Directors and the accounting auditors who were present at the meeting. | |||
(2) If a report to the Board of Corporate Auditors is not required pursuant to the provisions of Article 14, Paragraph 4, the Board of Corporate Auditors shall prepare minutes setting forth the following items: | ||||
1. |
The content of matters that are determined to be unnecessary to be reported to the Board of Corporate Auditors; | |||
2. |
The date on which the matters were determined to be unnecessary to be reported to the Board of Corporate Auditors; and | |||
3. |
The name of the Corporate Auditor who prepared the minutes. | |||
(3) The Company shall maintain the minutes of the Board of Corporate Auditors provided in the preceding two (2) paragraphs at its head office for the period of ten (10) years. | ||||
(Secretariat of the Board of Corporate Auditors)
| ||||
Article 30. |
The convocation of meetings of the Board of Corporate Auditors, drafting of the minutes and other matters concerning the administration of the meeting of the Board of Corporate Auditors shall be handled by employees that have the duty to support the Corporate Auditors, such as the staff of the Corporate Auditors. | |||
(Auditing Standards of Corporate Auditors)
| ||||
Article 31. |
Matters relating to the meetings of the Board of Corporate Auditors and audits by the Corporate Auditors shall comply with the laws and ordinances, the Articles of Incorporation and these Regulations, as well as the audit standards of the Corporate Auditors determined by the Board of Corporate Auditors. | |||
(Amendment to and Abolition of These Regulations)
| ||||
Article 32. |
Any amendment to or abolition of these Regulations shall be made by the Board of Corporate Auditors. |
12
SUPPLEMENTARY PROVISIONS
1. | Date of Enactment: February 2, 2011 |
2. | Approved by: The Board of Corporate Auditors |
3. | Established by: Chief of Corporate Auditors Office |
4. | Section in Charge: Corporate Auditors Office |
5. | History of Establishment and Amendments |
Date of Establishment and Enactment: | ||
November 1, 1978 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
June 29, 1982 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
June 29, 1994 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
May 1, 2002 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
May 1, 2003 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
October 17, 2003 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
February 25, 2005 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
June 28, 2006 (Chief of Audit Section) | ||
Date of Enactment of Amendments: | ||
January 1, 2010 (Chief of Corporate Auditors Office) | ||
Date of Enactment of Amendments: | ||
September 10, 2010 (Chief of Corporate Auditors Office) | ||
February 2, 2011 (Chief of Corporate Auditors Office) |
13
Exhibit 11
The Ricoh Group
Code of Conduct
Message from the CEO
As globalization increases, companies have become more and more active in their role as global citizens. This new movement has resulted in a move from mere voluntarily social contribution to genuine social responsibility. This trend is reflected at a management level. We are now entering a more vigorous period of strong ethics, morals and responsibility beyond compliance.
Along with the globalization of our corporate activity and group management, the Ricoh Group has been increasingly populated with people of diverse values and cultures in a variety of countries around the world. On the business front, we have engaged in deeper relationships with a great diversity of stakeholders. This in turn created the need to unite our thinking around common values and standards of behavior resulting in the Ricoh Group CSR Charter shared globally across the Ricoh group as well as the Ricoh Group Code of Conduct that Ricoh group members should adopt as a mind set and behavior guide, which were established in November, 2003.
The Ricoh Group sees corporate social responsibility both as an opportunity to create corporate value and to promote a sustainable society.
Looking back at various circumstances since the establishment of the Code of Conduct, we reaffirm the importance of our defined targets of CSR activity, Integrity of Corporate Activities, Harmony with the Environment, Respect for People and Harmony with Society. We aim not only to implement CSR within the Ricoh Group but also throughout the supply chain including procurement and sales.
Furthermore, the international community is taking an increasingly strong stance on Human Rights, Labour Standards, Environment, and Anti-corruption as advocated in the United Nations Global Compact.
Profound adherence to this Code will help us to earn societys trust, ensure sustainability and to be recognized as a reliable and attractive global corporation. I expect each of you as a member of the Ricoh Group to make this code part of your daily life.
October 1, 2008
Shiro Kondo | ||
President and CEO, | ||
Ricoh Group |
Page 1 of 24
Contents
Page | ||||||
Introduction .................................................................................................................................................................................... |
3 | |||||
Integrity in Corporate Activities |
||||||
1 | Providing customer-oriented products and services ...................................................................................................... | 6 | ||||
2 | Free competition and fair trading .................................................................................................................................. | 7 | ||||
3 | Banning insider trading .................................................................................................................................................. | 8 | ||||
4 | Managing corporate secrets .......................................................................................................................................... | 9 | ||||
5 | Limits on entertainment and gifts ................................................................................................................................ | 10 | ||||
6 | Doing business with public bodies and making political contributions ..................................................................... | 11 | ||||
7 | Strict control of exports and imports .......................................................................................................................... | 12 | ||||
8 | Protection and use of intellectual properties ............................................................................................................. | 13 | ||||
9 | Participation in anti-social actions ............................................................................................................................... | 14 | ||||
10 | Individual actions against the interests of the company ............................................................................................. | 15 | ||||
11 | Protection of corporate assets .................................................................................................................................... | 16 | ||||
Harmony with the Environment |
||||||
12 | Respecting the global environment ............................................................................................................................ | 17 | ||||
Respect for People |
||||||
13 | Respect for human rights ............................................................................................................................................. | 18 | ||||
Harmony with Society |
||||||
14 | Practical contributions to society .................................................................................................................................. | 19 | ||||
15 | Harmonizing with society ............................................................................................................................................... | 20 | ||||
Employee Hot Line contents and information ............................................................................................................................. |
21 | |||||
Ricoh Group CSR Charter ............................................................................................................................................................... |
22 | |||||
Ricoh Group CSR Framework ......................................................................................................................................................... |
23 |
Page 2 of 24
Objectives
The Ricoh Group Code of Conduct (abbrev. to the Code below) is intended to establish the basic standards to ensure that Officers and Employees of the company, when engaging in corporate activities to advance the Ricoh Group, shall act in accordance with social ethics and in full compliance with the law and in-company regulations.
Definitions
The definitions of the terms used in this Code are as follows:
1. | Ricoh refers to Ricoh Company, Ltd. |
2. | Ricoh Group refers to Ricoh and consolidated Group Companies. |
3. | Ricoh Group Companies refers to individual companies in the Ricoh Group. |
4. | Officers and Employees refers to directors, auditors, executive officers, board members, all those coming under the regulations governing employment and all others employed in any capacity (whether in part time or temporary employment). |
* | Administration of the Code is defined by Ricoh Group Code of Conduct: administration (RGS-ASRC0001) |
* | This Code is also available on the following website. |
http://www.ricoh.com/csr/pdf/code.pdf |
Page 3 of 24
Basic attitudes to be adopted by Officers and Employees
It is important that all Officers and Employees, as individuals, citizens, and business persons, shall understand the following basic concepts and seek to implement them in their daily activities.
1. | Activities shall always be based on national and regional laws, properly understand, and strictly obeyed. |
2. | Activities shall be those that can be performed with a clear conscience as good citizens, aware of their social responsibilities, and maintaining high ethical and moral standards. |
3. | As business persons, they must act in a disciplined way, while at the same time respecting the individual differences and value systems of others, observing all basic rules and regulations established by the Ricoh Group, never confusing public and private interests, and acting with a full sense of their responsibility as representatives of the Ricoh Group. |
4. | Realizing that all corporate activities, not only those that involve direct contact with the customer such as sales and maintenance, are evaluated by our customers, every effort must be made to ensure the maximum possible customer satisfaction. |
5. | In order to stay keenly aware of the various changes and problems we face, we must act autonomously. Always seeking to maintain the creativity to freely generate a full range of ideas, we must think independently and create new values. |
6. | We must always put ourselves in the other persons place, whether they are fellow employees, customers, those with whom we do business, or cooperating companies, and make ourselves useful to them. |
7. | We must make every effort to ensure that the progress of the company is fully consistent with the personal happiness of its people, seeking to bring about a richly satisfying life for all. |
Page 4 of 24
The basic attitude of the Ricoh Group to its employees
The Ricoh Group is committed, as follows, to ensuring that all employees maintain the required basic attitudes in all their activities, making the fullest use of their abilities, and so making the best of themselves:
1. | For all individual employees, the Ricoh Group seeks to create and provide a work place that caters for their broadest possible self-actualization, desiring their growth as human beings not only in work but also in making the best of themselves. |
For all individual employees, it seeks to create a free and generous corporate ethos in which they can feel that they are worthy, growing and fulfilled, and giving free reign to their creativity.
2. | The specialized abilities of all individual employees are prized by the Ricoh Group, which seeks to make the fullest use of them while at the same time providing a systematic support structure that encourages them to hone existing skills and develop new ones. |
3. | A fair and impartial system of evaluating the degree to which all individual employees use their skills is a source of vitality within the group. |
All individual employees success in meeting their targets are to be assessed fairly by clearly established standards when evaluating their abilities and contributions, and they are to be recognized accordingly.
4. | Concern for the safety and health of all individual employees is to be reflected in a pleasant and functional working environment and equipment. And in order that employees may enjoy a wide variety of lifestyles, the Ricoh Group will provide a variety of working conditions, terms of employment, and working hours, etc. |
Page 5 of 24
Integrity in Corporate Activities
1. | Providing customer-oriented products and services |
| Basic Policy |
The Ricoh Groups basic policy in developing and providing products and services to its customers is based on a customer-driven approach.
| Actions |
(1) | We solve the customers problems. |
Officers and Employees shall actively seek to understand the customers problems, and must devote themselves to solving or ameliorating those problems.
(2) | We earn the customers trust. |
Officers and Employees, in developing the products and services they provide to the customer, shall consider quality, safety, the security of information, reliability, environmental preservation and ease of use.
(3) | We seek ever higher customer satisfaction. |
Officers and Employees shall always assess the degree of customer satisfaction, and shall work to improve products and services so as to achieve higher satisfaction.
| Related Standards: |
Quality Assurance Regulation for Ricoh Group Companies (RGS-AQMA0001)
Product Safety Regulation for Ricoh Group Companies (RGS-AQMA0002)
Page 6 of 24
2. | Free competition and fair trading |
| Basic Policy |
The Ricoh Group will remain in strict compliance with the laws and regulations governing the banning of monopolies, fair competition, and fair trading, and will take no action seeking to evade them.
| Actions |
(1) | We will enter no agreements or discussions for the reciprocal limitation of corporate activities. |
Officers and Employees will not participate in discussions or agreements with competitors in the same industry to impose reciprocal limits on corporate freedom of action in connection with the conditions of competitive bids, product pricing, conditions of sale, profits, market share, sales areas, etc.
(2) | We will not exploit our trading position. |
Officers and Employees will not exploit our trading position to impose unprofitable transactions upon our trading partners, not will we impose limitations on trading between our trading partners and third parties.
(3) | We will not make inappropriate displays not offer inappropriately large premiums or prizes. |
Officers and Employees shall not provide displays nor offer inappropriately large premiums or prizes that might lead customers to a mistaken choice of product.
| Related Standards: |
Manual for Compliance with Antimonopoly Law
Ricoh Group Regulations for Compliance with the Subcontractor Act
Management Standard for the Prevention of Bid Rigging
Page 7 of 24
3. | Banning insider trading |
| Basic Policy |
The Ricoh Group shall not take advantage of insider information to which it gains access in the course of business to make profits nor do anything else that would undermine fair and healthy trading in securities.
| Actions |
(1) | No disclosures to third parties |
Officers and Employees shall not, unless it is necessary in the ordinary course of business, obtain insider information concerning the Ricoh Group or other companies.
Again, if officers or employees have come to know insider information in the ordinary course of business, they shall not disclose it to third parties who do not have a need to know it in the performance of their duties.
(2) | No use for personal gain |
Officers and Employees who have come to know insider information concerning the Ricoh Group or other companies either in the course of business or as a result of it, shall not trade the securities of the Ricoh Group nor or the other companies nor engage in any other related trades.
* | Insider information is unpublished information on increases (or reductions) in capitalization, agreements for business cooperation, sales figures, profits or other important internal information. |
Page 8 of 24
4. | Managing corporate secrets |
| Basic Policy |
Information that the Ricoh Group has acquired or created in the course of business must, depending on its importance, be treated as a corporate secret and managed with all proper care. Again, the information from third parties (including customers, client companies, subordinate companies) that the Ricoh Group has collected or that has been entrusted by third parties must be similarly managed as corporate secrets.
| Actions |
(1) | Obey management rules. |
Officers and Employees, when they have received information, materials, or documents in the course of business, should notify their supervisor, and manage them in accordance with the applicable rules of the company concerned. Again, they must continue to obey these rules even after their employment has terminated.
(2) | Only those authorized should reveal confidential information. |
Officers and Employees, when they are requested to answer questions or to provide materials, whether by someone inside or outside the company, unless they clearly have the required authority to reply to the question or to provide the materials, they should refer the request to a superior for instructions.
(3) | No private use shall be made of such information. |
Officers and Employees shall only use corporate secrets in the course of the companys business, and neither during their employment nor after it has terminated, shall they make any use of it for themselves or for others.
(4) | No acquisition of information by dishonest means. |
Officers and Employees shall not acquire information from third parties by dishonest means.
(5) | No use of information other than for specified purpose and conditions. |
When Officers and Employees acquire information from third parties in accordance with a contract, they must use it exclusively for the purpose and conditions of that contract.
| Related Standards: |
Ricoh Group ISMS Management Standards (RGS-AITC5001)
Page 9 of 24
5. | Limits on entertainment and gifts |
| Basic Policy |
The Ricoh Group, in giving entertainment or gifts shall not give bribes nor depart in any other way from general good business practice.
| Actions |
(1) | Government employees (and ex-employees) shall not be entertained nor given gifts. |
Officers and Employees shall neither entertain nor give gifts to the employees (or former employees) of government departments nor of regional (local) authorities or other public bodies.
(2) | Follow general good business practice |
Officers and Employees, when giving entertainment or gifts, shall not exceed the bounds of general good business practice.
Again, Officers and Employees shall make every effort to inform those with whom they do business that they do not accept entertainment nor gifts, and if they find themselves unable to avoid being entertained, they shall immediately inform their superior and follow instructions.
| Related Standards: |
Employment regulations
Page 10 of 24
6. | Doing business with public bodies and making political contributions |
| Basic Policy |
The Ricoh Group, in doing business with public bodies and making political contributions, shall be in compliance with the relevant laws.
| Actions |
(1) | Strict impartiality |
Officers and Employees, when doing business with government departments or regional (local) authorities, shall comply strictly and impartially with the relevant legal requirements and regulations, always taking care to avoid legal problems.
(2) | No improper political contributions |
Officers and Employees, except where otherwise permitted by law, shall not in the course of business make contributions to politicians or candidates for political office, nor to political organizations, nor shall they cooperate directly or indirectly in political campaigning.
Page 11 of 24
7. | Strict control of exports and imports |
| Basic Policy |
The Ricoh Group shall not infringe laws intended to preserve international peace and safety, including those on foreign exchange transactions, those on overseas trading and export-related laws such as tariff-related laws for appropriate export and import procedures, and those on the countries with which to trade.
| Actions |
(1) | Applicability assessment for trading goods and technologies |
Officers and Employees shall follow the internal procedures in accordance with company regulations, carefully judging beforehand whether any restrictions apply to the import or export of goods (products, components, equipment, materials) or related technologies.
(2) | Customer and trading assessment (Assessing the necessity of import/export permit) |
Officers and Employees, when importing or exporting goods or related technologies, shall confirm beforehand in the light of applicability assessment of restrictions, customer assessment or country assessment, whether such export or import would infringe the relevant laws and regulations or require a permit. When restrictions are found to be applicable, appropriate import/export procedures shall be followed.
(3) | Export restrictions for non-proliferation |
When importing or exporting goods or related technologies, whether or not restrictions are found to be applicable, Officers and Employees shall voluntarily apply controls in the spirit of export restrictions for non-proliferation.
When there is concern that goods or related technologies may be converted for military use, Officers and Employees shall ascertain the ultimate user and the ultimate purpose for which the goods or technologies will be used and shall submit to the ruling of the Ricoh Group Export Import Control Committee as to whether or not the transaction should proceed.
| Related Standards: |
Rules on compliance with export & import related legislation (RGS-ATRA5001)
Ricoh Group International Trade Regulation (RGS-ATRA0003)
Origin management (RGS-ATRC0004)
Guidebook for Export & Import Control (published by the Ricoh Group Export-Import Control Committee)
Page 12 of 24
8. | Protection and use of intellectual properties |
| Basic Policy |
The Ricoh Group will encourage activities that create intellectual properties of value to the Ricoh Group and will seek to protect and utilize them appropriately.
| Actions |
(1) | Rapid Notification |
Intellectual properties created at work all belong to the company. Officers and Employees shall notify the company immediately of all intellectual properties created at work (with patents, this includes free patents).
(2) | Respect the rights of outside parties. |
Officers and Employees shall respect the rights of outside parties and ensure that, as they perform their duties, such rights are not infringed.
(3) | Follow procedures for their disclosure and provision. |
Officers and Employees, when announcing intellectual properties to academic conferences or disclosing and licensing intellectual properties to outside parties when implementing a new business model, shall follow both Ricoh Group policy and standard procedures before doing so.
* | The intellectual properties referred to here are patents, utility models, designs, registered trademarks, copyrights on programs, rights to use specific circuit configurations, etc. |
Page 13 of 24
9. | Participation in anti-social actions |
| Basic Policy |
The Ricoh Group takes a firm attitude to anti-social activities and elements and will have nothing to do with them.
| Actions |
(1) | Have no dealings with anti-social activities and elements. |
Officers and Employees must have absolutely nothing to do with anti-social activities and elements that pose threats to the safety and good order of society and the lives of its citizens.
(2) | Do not compromise in the face of extortion from anti-social elements. |
Officers and Employees, if presented with extortion demands by anti-social elements, shall not compromise with them by paying money or in any other way. Officers and Employees shall immediately report such demands to their superior and the superior must contact the general administration of own company.
(3) | Have no dealings with anti-social elements. |
Officers and Employees must no have any dealings with anti-social elements.
Page 14 of 24
10. | Individual actions against the interests of the company |
| Basic Policy |
The Ricoh Group does not approve any actions by its officers or employees that would cause, or might threaten to cause, any disadvantage to the Ricoh Group in the performance of its normal business activities.
| Actions |
(1) | Inform the Company. |
Officers and Employees shall not take any actions that would conflict with the interests of the company, or that might lead to such a conflict of interest. When such a situation arises, the Officers and Employees shall immediately inform their superior of the fact.
(2) | Obtain Prior Company Approval. |
Officers and Employees must obtain prior company permission before accepting appointment as officers of other companies or organizations, and before entering into employment contacts.
(3) | No Competition without Permission. |
Officers and Employees shall not, without first obtaining company permission, engage in any personal activities that would constitute competition with the Ricoh Group, nor shall they accept appointment in the management of a competitive company.
Page 15 of 24
11. | Protection of corporate assets |
| Basic Policy |
The Ricoh Group has established rules for the control of corporate assets (products, fixtures, information, and all other assets both tangible and intangible) and these must be rigorously implemented.
| Actions |
(1) | Appropriate Controls |
Officers and Employees must control corporate assets appropriately in strict conformity with the rules.
(2) | No Improper Use |
Officers and Employees must make no private use of any of the companys assets outside the requirements of their normal duties.
| Related Regulations: |
Employment regulations
Page 16 of 24
Harmony with the Environment
12. | Respecting the global environment |
| Basic Policy |
The Ricoh Group is not only aware that environmental preservation is the solemn duty of every citizen of the world, but also aligns corporate activities with environmental preservation, taking responsibility for ensuring that the entire group participates.
| Actions |
(1) | Set higher targets for environmental activities and achieve them. |
Officers and Employees will not only be in full compliance with all laws, but will take personal responsibility for establishing high targets that reflect social expectations, and seek to create economic value in achieving these targets.
(2) | Develop innovative environmental technologies. |
Officers and Employees will encourage the development of innovative environmental technologies that create customer value and can be utilized widely in society.
(3) | Keep making continuous improvement. |
Officers and Employees, in business operations, will be aware of their environmental impact of their activities, and will seek continuous improvement to prevent pollution, and to ensure the effective use of energy and other resources.
(4) | Provide products and services that reflect environmental concerns. |
Officers and Employees will make every effort to reduce environmental impact at all stages of the product cycle, from procurement of materials, through production, sales, distribution, recycling and disposal.
(5) | Promote responsible environmental preservation while enhancing awareness. |
Officers and Employees will remain aware of the wider society around them, and work actively through education and other means to personally shoulder their responsibility and work toward environmental preservation.
(6) | Contribute to achieving a sustainable society. |
Officers and Employees will contribute to achieve sustainable society by participating or supporting environmental preservation activities.
(7) | Gain the trust of society through communication |
Officers and Employees will develop environmental preservation activities, cooperating with stakeholders and gain the trust of society through active communication.
| Related Standards: |
Ricohs Environmental Principles
Ricoh Group Environmental Management Regulations (RGS-AEPA0001)
Page 17 of 24
Respect for People
13. | Respect for human rights |
| Basic Policy |
The Ricoh Group seeks always to respect fundamental human rights on the basis of mutual understanding.
The Ricoh Group does not discriminate on the basis of race, religious faith, gender, social position, citizenship, sickness, handicaps, etc.
| Actions |
(1) | Eliminate all discrimination. |
Officers and Employees must respect all fundamental human rights, and must not engage in any actions that ignore human rights such as discriminatory language, violence, sexual harassment, power harassment, etc.
(2) | Protect personal privacy |
When Officers and Employees acquire personal information in the performance of their duties, they must take full care in their handling of this information to protect the privacy of those concerned, and must exercise the proper management control over it.
(3) | Do away with improper labor practices. |
Officers and Employees must not make improper demands for labor. Again, they must not employ children under the legal working age of the country or region concerned. Officers and Employees must also impose these same conditions on the Ricoh Groups sales outlets and cooperating companies.
| Related Standards: |
Employment regulations
Ricoh Group Personal Information Protection Basic Regulation (RGS-AITA5002)
Page 18 of 24
Harmony with Society
14. | Practical contributions to society |
| Basic Policy |
The Ricoh Group, aware of its role as a corporate citizen, joins in active partnership with like-minded people to make contributions to society.
| Actions |
(1) | Engage in activities that contribute to the local community. |
Corporate activities take place in close contact with the local community. Officers and Employees, because they want the Ricoh Group to be welcome, familiar and trusted in local society, should strive to work closely with that community, making contributions to it that will further the local culture and economy.
(2) | Foster a corporate ethos that places importance on contributions to society |
As well as making corporate contributions to society, each individual officer and employee should consider how to contribute to society, and take practical part in such activities in their immediate vicinity. Officers and Employees should, by voluntary participation in activities, strive foster a corporate ethos that puts the proper value on social contributions.
Page 19 of 24
15. | Harmonizing with society |
| Basic Policy |
The Ricoh Group seeks to coexist harmoniously with society, and its business will be managed so as to contribute to the regions within which it operates, while working to deepen mutual understanding and build relationships of trust.
| Actions |
(1) | Respect the worlds cultures and customs. |
There are many things that, although they may be perfectly acceptable in one country or region, are quite unacceptable in another. Officers and Employees must therefore act with the necessary respect for the history, culture and customs of the various nations and regions within which they operate.
(2) | Actively disclose information. |
Accurately publicizing the Ricoh Groups corporate attitudes is the first prerequisite for deeper mutual understanding between the group and society. In order to ensure that as many people as possible have a proper understanding of the Ricoh Group, Officers and Employees must follow the normal procedures and actively provide fair and timely information.
(3) | Keep accurate records and make accurate reports. |
Officers and Employees must keep accounting and financial records in compliance with the relevant laws and company regulations. Again, such records must be prepared so that their content is complete, fair, accurate, timely and readily understandable.
| Related Standards: |
Ricoh Group Advertising Regulation (RGS-AADA0001)
Page 20 of 24
Employee Hot Line contents and information
Ricoh group Hot line
Officers and Employees who become aware of contraventions of this Code of Conduct, or any risk that they might be contravened, are required to contact the employee Hot Line or appropriate person in each country/region.
No person so making such contact shall suffer any disadvantage as a result.
For Further Information
Corporate activities are both vast in scale and complex in nature. It will not always be clear how these standards apply in individual cases. In such cases, please contact individual sections responsible as listed below.
Individual Responsible Sections
1 | Providing customer-oriented products and services . Ricoh Quality of Management Section |
2 | Free competition and fair trading . Ricoh Legal Section |
3 | Banning insider trading . Ricoh Internal Management & Control Section |
4 | Managing corporate secrets . Ricoh Administration Section |
5 | Limits on entertainment and gifts . Ricoh Personnel Section |
6 | Doing business with public bodies . Ricoh Personnel Section |
Making political contributions . Ricoh Secretary Office |
7 | Strict control of exports and imports . Ricoh Trading Section |
8 | Protection and use of intellectual properties . Ricoh Intellectual Property Section |
9 | Participation in anti-social actions . Ricoh Administration Section |
10 | Individual actions against the interests of the company . Ricoh Personnel Section |
11 | Protection of corporate assets . Ricoh Personnel Section |
12 | Respecting the global environment . Ricoh Environment Section |
13 | Respect for human rights . Ricoh Personnel Section |
14 | Practical contributions to society . Ricoh CSR Section |
15 | Harmonizing with society . Ricoh Public Relations Section |
Ricoh CSR Section |
Page 21 of 24
Corporate Social Responsibility (CSR) Charter
To grow as a respected enterprise, the Ricoh Group must fully discharge its corporate social responsibility (CSR) from a consistent global perspective and throughout every aspect of its operations. To ensure this, the following principles are to be observed, with the proper social awareness and understanding, compliant with both the letter and the spirit of national laws and the rules of international conduct.
Integrity in Corporate Activities
1. | Every company in the Ricoh Group will develop and provide useful products and services, with high quality, safety, reliability and ease of use, while maintaining security of information and giving proper consideration to the environment. |
2. | Every company in the Ricoh Group will compete fairly, openly and freely, maintaining normal and healthy relationships with political institutions, government administration, citizens and organizations. |
3. | Every company in the Ricoh Group will take responsibility for managing and safeguarding its own information and that of its customers. |
Harmony with the Environment
4. | Every company in the Ricoh Group will take responsibility, as a citizen of the world, working voluntarily and actively to preserve the environment. |
5. | Every company in the Ricoh Group, and all employees of each company, will seek to implement technological innovations that reflect environmental concerns and will participate in ongoing activities to preserve the environment. |
Respect for People
6. | Every company in the Ricoh Group will, quite apart from corporate group activities, maintain a working environment that is safe and that makes it easier for its staff to do perform their duties, respecting their richly individual characteristics and encouraging their autonomy and creativity. |
7. | Every company in the Ricoh Group will respect the rights of all those connected with it, and will seek to create a cheerful working environment, free of discrimination. |
8. | No company in the Ricoh Group will permit forced labor or child labor, and none will tolerate the infringement of human rights. |
Harmony with Society
9. | Every company in the Ricoh Group will, as a good corporate citizen, actively engage in activities that contribute to society. |
10. | Every company in the Ricoh Group will respect the culture and customs of its country or region, and will operate so as to contribute to their development. |
11. | Every company in the Ricoh Group will engage in the fullest possible communications with society, seeking actively to provide the proper and unbiased disclosure of corporate information. |
Page 22 of 24
Page 23 of 24
The Ricoh Group Code of Conduct
Approved by the Board on November 4, 2003
Effective January 1, 2004
Revised October 1, 2008
Ricoh Company, Ltd. CSR Office
8-13-1 Ginza, Chuo-ku,
Tokyo 104-8222
Tel: 03-6278-5202
Copyright 2003, 2008
RICOH COMPANY, LTD. All rights reserved
Page 24 of 24
Exhibit 12.1
CERTIFICATION
I, Shiro Kondo, certify that:
1. | I have reviewed this annual report on Form 20-F of Ricoh Company, Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: June 30, 2011
By: | /s/ Shiro Kondo | |
Shiro Kondo | ||
President and Chief Executive Officer |
Exhibit 12.2
CERTIFICATION
I, Zenji Miura, certify that:
1. | I have reviewed this annual report on Form 20-F of Ricoh Company, Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: June 30, 2011
By: | /s/ Zenji Miura | |
Zenji Miura | ||
Representative Director, Deputy President and Chief Financial Officer |
Exhibit 13.(a)(1)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ENACTED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of Ricoh Company, Ltd. (the Company) for the period ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. § 1350, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 30, 2011
By: | /s/ Shiro Kondo | |
Shiro Kondo | ||
President and Chief Executive Officer |
Exhibit 13.(a)(2)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ENACTED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of Ricoh Company, Ltd. (the Company) for the period ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. § 1350, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 30, 2011
By: | /s/ Zenji Miura | |
Zenji Miura | ||
Representative Director, Deputy President and Chief Financial Officer |
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