Form 6-K
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6 - K

 


 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of May 2005

 

Commission File Number: 2-58155

 


 

KUBOTA CORPORATION

(Translation of registrant’s name into English)

 


 

2-47, Shikitsuhigashi 1-chome, Naniwa-ku, Osaka, Japan

(Address of principal executive offices)

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F :

 

Form 20-F      X            Form 40-F              

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) :            

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) :            

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 :

 

Yes                      No      X    

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) : 82-            

 



Table of Contents

Information furnished on this form:

 

EXHIBITS

 

Exhibit Number      


1.

   Results of operations for the year ended March 31, 2005 reported by Kubota Corporation (Friday, May 13, 2005)

2.

   Notice of termination of retirement benefit systems for directors and corporate auditors (Friday, May 13, 2005)

3.

   Notice on retirement of shares (Friday, May 13, 2005)


Table of Contents
    

Contact:

IR Group

Kubota Corporation

2-47, Shikitsuhigashi 1-chome,

Naniwa-ku, Osaka 556-8601, Japan

Phone      : +81-6-6648-2645

Facsimile: +81-6-6648-2632

 

FOR IMMEDIATE RELEASE (FRIDAY, MAY 13, 2005)

 

RESULTS OF OPERATIONS FOR THE YEAR ENDED

MARCH 31, 2005 REPORTED BY KUBOTA CORPORATION

 

OSAKA, JAPAN, May 13, 2005 — Kubota Corporation reported today its consolidated and non-consolidated results of operations for the year ended March 31, 2005.

 

Consolidated Financial Highlights

(Unaudited)

 

(1) Results of operations

  

(In millions of yen and thousands of U.S. dollars except

per American Depositary Share (“ADS”) amounts

 

    

Year ended

March 31, 2005


   

%

(*)


  

Year ended

March 31, 2004


   

%

(*)


 

Net sales

   ¥
$
983,226
[9,189,028
 
]
  5.7    ¥ 930,237     0.4  

Operating income

   ¥
$
92,299
[862,607
 
]
  322.4    ¥ 21,849     (26.2 )

% of net sales

     9.4 %          2.3 %      

Income before income taxes, minority interests in earnings of subsidiaries, and equity in net income of affiliated companies

   ¥
$
161,561
[1,509,916
 
]
  496.2    ¥ 27,097     340.2  

% of net sales

     16.4 %          2.9 %      

Net income

   ¥
$
117,901
[1,101,879
 
]
  907.7    ¥ 11,700     —    

% of net sales

     12.0 %          1.3 %      

Net income per ADS (5 common shares)

                           

Basic

   ¥
$
446
[4.17
 
]
       ¥ 44        

Diluted

   ¥
$
434
[4.06
 
]
       ¥ 43        

Ratio of net income to shareholders’ equity

     27.0 %          3.3 %      

Ratio of income before income taxes to total assets

     13.9 %          2.4 %      

 

Notes.    1 :    (*) represents percentage change from the comparable previous period.     
     2 :    Weighted-average number of shares outstanding during the year ended March 31, 2005    1,323,067,882
          Weighted-average number of shares outstanding during the year ended March 31, 2004    1,342,386,063
     3 :    Equity in net income of affiliated companies for the year ended March 31, 2005 and 2004 was ¥2,324 million and ¥780 million, respectively.

 

-1-


Table of Contents

Kubota Corporation

and Subsidiaries

 

(2) Financial position

  

(In millions of yen and thousands of U.S. dollars

except per ADS amounts)

     March 31, 2005

    March 31, 2004

 

Total assets

   ¥
$
1,193,056
[11,150,056
 
]
  ¥ 1,124,225  

Shareholders’ equity

   ¥
$
481,019
[4,495,505
 
]
  ¥ 391,082  

Ratio of shareholders’ equity to total assets

     40.3 %     34.8 %

Shareholders’ equity per ADS

   ¥
$
1,850
[17.29
 
]
  ¥ 1,459  

 

Notes to financial position:

              

Number of shares outstanding as of March 31, 2005

   1,300,413,082          

Number of shares outstanding as of March 31, 2004

   1,340,197,124          

 

(3) Summary of statements of cash flows

   (In millions of yen and thousands of U.S. dollars)
    

Year ended

March 31, 2005


   

Year ended

March 31, 2004


 

Net cash provided by operating activities

   ¥
$
66,908
[625,308
 
]
  ¥ 109,575  

Net cash used in investing activities

   ¥
$
(78,228)
[(731,103)
 
]
  ¥ (40,377 )

Net cash provided by (used in) financing activities

   ¥
$
4,508
[42,131
 
]
  ¥ (55,097 )

Cash & cash equivalents, end of year

   ¥
$
74,563
[696,850
 
]
  ¥ 81,221  

 

(4) 121 subsidiaries are consolidated, and 29 affiliated companies are accounted for under the equity method.

(5) The number of newly consolidated companies during the period

 

:

  8                                         

      The number of newly unconsolidated companies during the period

 

:

  6                                         

      The number of newly affiliated companies during the period

 

:

  3                                         

      The number of newly unaffiliated companies during the period

 

:

  10                                         

 

(6) Anticipated results of operations for the year ending March 31, 2006

   (In millions of yen)
    

Six months ending

September 30, 2005


  

Year ending

March 31, 2006


Net sales

   ¥ 485,000    ¥ 996,000

Income before income taxes, minority interests in earnings of subsidiaries, and equity in net income of affiliated companies

   ¥ 53,000    ¥ 102,000

Net income

   ¥ 30,000    ¥ 58,000

 

Basic net income per ADS for the year ending March 31, 2006 is anticipated to be ¥223.

 

Please refer to page 12 for further information related to the above mentioned anticipated results of operations.

 

-2-


Table of Contents

Kubota Corporation

and Subsidiaries

 

1. Management Policies

 

1. Basic management policy

 

More than a century since its founding, Kubota Corporation and subsidiaries (collectively “the Company”) has continued to help improve people’s quality of life, by offering products and services—including farm equipment, pipes for water supply and sewage systems, environmental control plants, industrial castings, and building materials. Through its businesses, the Company has contributed to providing a better future for people, society, and the earth. While adhering to this corporate philosophy, the Company is implementing management policies that are focused on prioritizing allocation of its resources, emphasizing agility in its operations and strengthening consolidated operations. Through these measures, the Company aims to improve its adaptability to respond with flexibility to the changing times, resulting in a high enterprise value.

 

2. Basic policy related to the Company’s profit allocation

 

The Company’s basic policy for the allocation of profit is to “maintain stable or increasing dividends”. The Company’s policy is to determine the most appropriate use of retained earnings, considering requirements of maintaining stable current business operations as well as adapting to the future business environment.

 

3. Basic policy regarding reduction of trading unit of the Company’s stock

 

The Company is fully aware that reduction of trading unit of the Company’s stock might cause positive impacts on the diversity of shareholders and the liquidity of the Company’s stock. However, the Company believes that the implementation of reduction of trading unit should be examined in careful consideration of price and liquidity of the Company’s stock, and financial results of the Company.

 

4. Financial targets

 

In the Medium-Term Management Strategy (for two years ending March 31, 2006), the Company aims to record more than 8% of the operating income ratio to total sales, and initially set the financial targets of net sales at ¥930.0 billion, operating income at ¥75.0 billion for the year ending March 31, 2006. However, as these financial targets were already achieved in the fiscal year under review, the targets of net sales and operating income were revised upward at ¥966.0 billion and ¥96.0 billion respectively.

 

The Company also established targets of reducing interest-bearing debt (excluding the debt related to sales financing programs) to ¥140.0 billion by March 31, 2006, and increasing shareholders’ equity ratio to more than 40 %. Concerning shareholders’ equity ratio, the target was already achieved in the fiscal year under review.

 

-3-


Table of Contents

Kubota Corporation

and Subsidiaries

 

5. The Medium-Term Management Strategy including issues upon which the Company should implement countermeasures

 

The Company formulated the “Medium-Term Management Strategy” (for two years ending March 31, 2006) in order to further improve profitability, and is engaged in a concerted effort to implement the strategy corporate-wide. The strategy consists of three principal concepts: “Reforming the business structure and profit structure”, “Reforming operational systems”, and “Strengthening the financial position”. Building on the progress made in the first year of the Medium-Term Management Strategy, the Company will do its utmost to ensure that the strategy will be implemented with maximum effectiveness.

 

(1) Reforming the business structure and profit structure

 

The most important measures for the “Reforming the business structure and profit structure” are “Expansion strategy in overseas markets” and “Reinforcing profitability in public works related businesses”.

 

1) Expansion strategy in overseas markets

 

The Company believes rapidly growing overseas business is its growth driver and has accorded a high priority to “Expansion strategy in overseas markets”. In the U.S. market, the operation of small-size tractors is the core of its business activities and has considerably high market-shares. In addition to this core business the Company is making efforts to expand the sales of mid-size tractors, utility vehicles (multipurpose four-wheel vehicles) and construction machinery in the peripheral market of small-size tractors, as well as the sales of small-size diesel engines to external customers.

 

The Company is intensively allocating its resources for overseas business operations to meet the rapidly growing demands. As a part of these activities the Company decided to establish a new production facility in the U.S. for manufacturing attachments of tractors.

 

In Europe, the Company endeavors to promote its sales not only in the main markets such as the U.K., Germany and France, but also in the peripheral countries of these mainstays. Additionally the Company is implementing measures to strengthen co-operation among subsidiaries in European countries. By these measures, the Company is aiming to raise efficiency of operations and market penetration in European countries.

 

In Asia, where growth is anticipated, the Company is rapidly implementing procedures to fortify the sales and production bases for expansion of businesses in this region. Under this policy, the Company acquired the additional shares of an affiliated company in Thailand and converted it into a subsidiary in the year under review.

 

2) Reinforcing profitability in public works related businesses

 

As for reinforcing profitability in the public works related businesses (Pipes, Valves, and Industrial Castings segment and Environmental Engineering segment), the Company as a whole is taking every available step to restructure the public works related businesses on the assumption that severe business conditions with declining public works spending is not a temporary trend but a structural change. To deal with and adapt to the difficult operating environment, the Company is changing its operational systems to more market-oriented ones, together with sweeping measures to reduce costs and raise productivity.

 

For this purpose, the Company is transplanting engineering and manufacturing know-how and cost management systems of our increasingly strong and successful operations in Internal Combustion Engine and Machinery to public works related businesses. The Company is also taking every measure to optimize utilization of manufacturing facilities in the segment, and achieve drastic cost reduction in designing of products, procurement and transportation activities. Currently these measures bear fruits in the operations of main products.

 

-4-


Table of Contents

Kubota Corporation

and Subsidiaries

 

(2) Reforming operational systems

 

The Company has been grappling with the corporate-wide issues, such as the reorganization of divisions, empowering each business division, curtailment of the head count at the corporate office, the renovation of its human resource management system. The Company has been also promoting each of its business division to transform their business models and operational systems into most suitable ones for each division. Additionally, the Company clarified the responsibilities of directors and fortified the oversight function of the corporate auditors, while also reinforcing corporate compliance and internal controls. Through these activities the Company achieved good results in enhancing corporate governance.

 

The Company recognizes fulfillment of corporate social responsibilities has become the new criterion for evaluating the enterprise value in proportion as the relationship between companies and society are becoming diversified. Based on this recognition, the Company intends to reinforce the management and business conduct in accordance with Corporate Social Responsibilities (“CSR”). For this purpose the Company established the “CSR Planning & Coordination Department” in April 2005, and plans to review the principles governing the conduct of business to conform.

 

(3) Strengthening the financial position

 

The Company is implementing measures to strengthen the financial position in order to support the expansion of the business, and to have flexibility in adapting to future change in the business environment. The Company regards its cash flows as one of the critical factors in operation, and through appropriate allocation of the generated cash among capital investment, reduction of interest-bearing debt, cash dividend and purchase of treasury stock, the Company intends to maximize the enterprise value with the higher efficiency of capital and more solid financial position.

 

(*) Interest-bearing debt = (Short-term borrowings) + (Current portion of long-term debt) + (Long-term debt)

 

6. Corporate governance: policy and implementation

 

The Company attaches importance to maintaining good relationship between its stakeholders and the Company, and believes increasing its stakeholders’ trust lead to continuous growth of our enterprise value. To this end, the Company is continuously fortifying its corporate governance through enhancing the soundness of operations and the transparency of management.

 

The Company has also been working to establish better communications with shareholders and investors. Through accurate and timely disclosure of financial reporting and management policies, the Company intends to continuously increase its transparency.

 

-5-


Table of Contents

Kubota Corporation

and Subsidiaries

 

(1) Current Structure of Corporate Governance

 

1) Management structure of the Company

 

The Company’s Corporate Governance system consists of the Board of Directors that has responsibility for ultimate decision-making and management-supervising in execution of business, and the Board of Corporate Auditors that has responsibility for auditing the management. Each director is responsible for some specific department or business division. He/She participates in the Board of Directors’ Meetings for decision-making from the cooperate-wide point of view using a thorough understanding of activities of departments or divisions for which he/she is responsible. Accordingly, the Company doesn’t appoint outside directors who are specialized for management-supervising function. The Company has another important committee that is composed of limited directors such as the president and the executive vice president. In the committee, important issues, such as drafting the medium-term management strategy or restructuring business organization, are discussed, and it supports the function of the Board of Directors, and contributes to smooth decision-making.

 

The Board of Corporate Auditors consists of five corporate auditors. Currently, two auditors out of five are outside auditors, including a legal expert and a financial expert. Their specialties contribute to strengthen the function of the Board of Corporate Auditors.

 

2) Internal controls

 

As for the internal controls, especially for the internal controls over financial reporting, the Company, as one of the listed companies on the New York Stock Exchange, formed a project team with the assistance of knowledgeable independent advisors in order to comply with the Sarbanes & Oxley Act that requires drastic reinforcement of corporate governance. Through the activities of this team, the Company earnestly implements the revision of the internal controls and its reinforcement.

 

The Company also acknowledges the importance of compliance management and has been promoting to further strengthen business ethics as well as compliance management under the leadership of “Corporate Compliance Headquarters” which was organized in 2001. The headquarters established the Kubota Group Charter of Business Conduct and also set up a counseling hot line for employees to get consultation on any breaches or violations of all applicable laws, internal rules and policies of the Company and so forth. In 2004, the Company implemented the “e-learning”—education program of corporate ethics on website—for all employees. The Company intends to carry out corporate compliance activities without interruption.

 

3) Risk management system

 

The Company believes appropriate risk management together with establishment and implementation of internal controls contributes to increase reliability on the Company and its enterprise value. Accordingly, the Company grapples with strengthening its risk management systems.

 

The Company assesses and classifies a wide variety of risks that might affect its enterprise value, and specialized committees established for each classified risks continuously monitor the recognized risks. For the management of significant risks, the Company regularly reviews the risks and the countermeasures for them, and is making efforts to establish and improve procedures for coping with the situation appropriately and speedy even in the case of emergency.

 

-6-


Table of Contents

Kubota Corporation

and Subsidiaries

 

4) Internal auditing, audit by corporate auditors, and audit by independent auditors

 

As for the internal auditing, Internal Auditing Group in Compliance Auditing Department implements the corporate-wide audits for operational activities and accounting with 12 specialized staffs (as of March 31, 2005). Internal auditing is based on the auditing plan authorized by CEO and is carried out through review of the documents or making an inquiry of each office of the Company. The results of audits are to be reported to CEO and remedial measures are taken when necessary.

 

Corporate Auditors of the Company participate in important meetings, including the Board of Directors’ Meetings and strictly audit the directors’ conducts. Corporate Auditors also audit business operations at each business division, corporate office and subsidiaries based on the audit plan resolved at the Board of Corporate Auditors’ Meeting. Additionally, the Corporate Auditors audit the accounting policies and financial reporting system through periodical examination of closing documents. The Board of Corporate Auditors has four staffs (as of March 31, 2005) for the assistance of implementation of auditing by the Corporate Auditors.

 

Compliance Auditing Department of the Company and the independent auditors report the plans and results of auditing to the Board of Corporate Auditors periodically or as required. Compliance Auditing Department and the independent auditors are also communicating whenever necessary and their effective auditing activities are promoted by the communication.

 

The Company appointed Deloitte Touche Tohmatsu as its independent auditor, and three certified public accountants of Deloitte Touche Tohmatsu; Mr. Nobuhide Doira, Mr. Seiichiro Azuma and Mr. Koichiro Tsukuda are engaged in financial statement audit of the Company. Mr. Nobuhide Doira, Mr. Seiichiro Azuma and Mr. Koichiro Tsukuda had been engaged in financial statement audit of the Company continuously for four years, six years, and three years respectively. In addition to these three certified public accountants, five certified public accountants, five junior accountants and two others of Deloitte Touche Tohmatsu provided auditing services for the Company.

 

5) Remunerations for directors, corporate auditors and independent auditors

 

Remunerations for directors, and corporate auditors and independent auditors during the year under review were as follows :

 

Remuneration for directors

   ¥ 402 million    Remuneration for audit certification    ¥ 72 million

Remuneration for corporate auditors

   ¥ 73 million    Other remuneration for independent auditors    ¥ 9 million
    

       

Total

   ¥ 475 million    Total    ¥ 81 million

 

(2) Personal, financial and business relationships between the Company and outside corporate auditors

 

Currently, there are no special interests between the Company and Mr. Teisuke Sono, and Mr. Yoshio Suekawa, its outside corporate auditors.

 

(3) Measures implemented over the past year for better corporate governance

 

During the year under review, the Company held 14 times of the Board of Directors’ Meetings and 23 times of Management Committee. At these meetings, the important issues including restructuring of business and large-scale investments were discussed, and resolutions were made for execution. As for the Board of Corporate Auditors’ Meetings, 12 meetings were held during the year under review and important issues such as policies and methods of auditing were resolved at the meetings. Based on the audits in accordance with those resolutions, the Board of Corporate Auditors prepared Auditors’ Report. During the year under review, the Company appointed a new corporate auditor as a financial expert in order to strengthen the oversight function of the Board of Corporate Auditors.

 

-7-


Table of Contents

Kubota Corporation

and Subsidiaries

 

2. Review of Operations and Financial Condition

 

1. Review of operations

 

(1) Summary of the results of operations for the year under review

 

During the year ended March 31, 2005, although the Japanese economy initially maintained an upward trend, the tempo of economic growth slackened after the summer, reflecting slower growth of exports and higher prices of oil and raw materials. Overseas, while the U.S. economy expanded smoothly supported by active housing investment and private capital expenditure, the EU economy decelerated gradually, affected by the stronger Euro.

 

Under such conditions, net sales of the Company during the year under review were ¥983.2 billion, a 5.7 % increase from the prior year, and domestic sales were ¥637.9 billion, a 0.8 % decrease from the prior year. Although the negative impact from the business transfer of building materials operations carried out in December 2003 (a decrease of ¥ 28.5 billion) was largely offset by favorable increases of sales in other segments, the compensation was not sufficient and domestic sales slightly declined from the prior year.

 

Overseas sales were ¥345.3 billion, a 20.4 % increase from the prior year. This increase was mainly due to the continuing growth in sales of tractors in North America where a very promising new product was introduced, and brisk sales of construction machinery and engines principally in the U.S. and European markets. As a result, the percentage of overseas sales accounted for 35.1 % of net sales, 4.3 percentage points higher than the prior year.

 

Operating income was ¥92.3 billion, a 322.4 % increase from the prior year. In spite of the appreciation of the yen and higher prices of raw materials, a significant decrease of pension costs, increased sales centering on Internal Combustion Engine and Machinery segment, and the reduction of costs in public works related business contributed to an increase of operating income.

 

Income before income taxes, minority interests in earnings of subsidiaries, and equity in net income of affiliated companies was ¥161.6 billion, a 496.2 % increase from the prior year. The increase was largely due to a ¥58.6 billion of the government subsidy (*) and the increase in operating income. Accordingly, after ¥42.5 billion of income taxes, ¥1.1 billion of minority interests in earnings of subsidiaries and equity in net income of affiliated companies, net income during the year under review jumped to ¥117.9 billion, a 907.7 % increase from the prior year.

 

(*) Government subsidy is the gain from settlement of substitutional portion of the government pension plan.

 

-8-


Table of Contents

Kubota Corporation

and Subsidiaries

 

(2) Review of operations by product group

 

1) Internal Combustion Engine and Machinery

 

Sales in Internal Combustion Engine and Machinery were ¥582.7 billion, 16.2 % higher than the prior year, comprising 59.3 % of consolidated net sales. Domestic sales increased 5.8 %, to ¥257.0 billion, and overseas sales also increased 25.9 %, to ¥325.7 billion. This segment consists of “farm equipment and engines” and “construction machinery”.

 

In domestic markets, due to the declining numbers of farmers and negative impacts of typhoons and earthquakes, market conditions were rather harsh. Accordingly, the Company executed an aggressive sales promotion campaigns in connection with the introduction of new models of competitively priced farm equipment offering improved performance. By stimulating the markets through these activities, the Company further diversified its customer base and increased market-share, which led to higher sales. Sales of construction machinery also increased due to the expansion of sales to rental companies and the introduction of new models supported by a recovery in demand.

 

In overseas markets, sales of tractors in North America remained strong as a result of the introduction of new models and sales promotions, including “zero percent promotional interest rate”. In particular, sales of newly introduced product “utility vehicle” (multipurpose four-wheel vehicles) greatly exceeded expectations, fueling overall sales growth. In European markets, sales of tractors remained steady. In Asian and Oceanian markets, the Company recorded favorable sales, especially in Australia, South Korea and Thailand. Sales of engines increased due principally to the growth in demand from European and North American manufacturers of Industrial machinery. Sales of construction machinery, underpinned by growing worldwide demand, also expanded sharply in Europe, our main market, and in the U.S. where the market for mini-excavators is growing rapidly.

 

2) Pipes, Valves and Industrial Castings

 

Sales in Pipes, Valves and Industrial Castings were ¥170.6 billion, 2.6 % lower than the prior year, comprising 17.3 % of consolidated net sales. Domestic sales increased 2.0 %, to ¥155.5 billion, and overseas sales declined 33.2 %, to ¥15.2 billion. This segment consists of “pipes and valves” and “industrial castings”.

 

As for the domestic sales of ductile iron pipes and PVC pipes, prices of these products improved substantially. However, sales of ductile iron pipes decreased due to the lower demand from the municipalities, while sales of PVC pipes increased, reflecting higher prices. Sales of industrial castings increased thanks principally to the brisk demands from the steel industries, the energy industries and the automobile industries.

 

On the other hand, overseas sales deteriorated significantly because shipments of ductile iron pipes to Middle East countries decreased significantly from the prior year, although sales of industrial castings rose.

 

3) Environmental Engineering

 

Sales in Environmental Engineering were ¥117.6 billion, 1.7 % higher than the prior year, comprising 12.0 % of consolidated net sales. Domestic sales increased 1.3 %, to ¥113.9 billion, and overseas sales also increased 12.5 %, to ¥3.8 billion. This segment consists of environmental control plants and pumps.

 

Sales in the Water & Sewage Engineering division decreased as a consequence of the lower level of orders received in the prior year. Sales in the Waste Engineering division increased due to the smooth shipment of large orders. Sales of pumps declined owing to stagnant sales of large-size pumps.

 

-9-


Table of Contents

Kubota Corporation

and Subsidiaries

 

4) Other

 

Sales in Other were ¥112.3 billion, 18.5 % lower than the prior year, comprising 11.4 % of consolidated net sales. Domestic sales decreased 17.7 %, to ¥111.6 billion, and overseas sales declined 67.5 %, to ¥0.7 billion. This segment consists of vending machines, electronic-equipped machinery, air-conditioning equipment, septic tanks, condominiums, construction and so forth.

 

Sales of this segment decreased sharply, affected by the impact of the business transfer of building materials operations. However, sales of vending machines increased owing to brisk demands from cigarette industry and bottlers. Sales of air-conditioning equipment and condominiums also increased largely. Additionally, sales of electronic-equipped machinery and septic tanks grew. On the other hand, sales of constructions declined from the prior year.

 

(Note) : Pension cost on consolidated basis

 

On January 30, 2003, the Company was given the approval for an exemption from the obligation to pay benefits for future employee service related to the substitutional portion of its employee benefit pension plan by Ministry of Health, Labor and Welfare in Japan. Regarding the obligation to pay benefits for past employee service, the Company was also given the approval on September 1, 2004. Pursuant to these approvals, the Company transferred the benefit obligation of the substitutional portion and the related plan assets to the government on January 31, 2005.

 

The transfer increased other income – net by ¥56.3 billion, recording operating losses of ¥2.3 billion on derecognition of previously accrued salary progression and a settlement loss on unrecognized loss of the substitutional portion, and government subsidy of ¥58.6 billion as a component of other income – net.

 

2. Financial condition

 

(1) Assets and liabilities

 

Total assets at the end of March 2005 amounted to ¥1,193.1 billion, an increase of ¥68.8 billion (6.1%) from the end of the prior year. As for assets, current assets increased due mainly to increases in notes and accounts receivable, and short-term finance receivables. In addition, sharp increase in long-term finance receivables resulted in increase in investments. Short- and long-term finance receivables increased owing to rapid expansion of business as well as reduction of sales of finance receivables in North America. On the other hand, other assets decreased due principally to a decrease in deferred tax assets.

 

Regarding the liabilities and shareholders’ equity, current liabilities increased reflecting increase in short-term borrowings and current portion of long-term debt. In contrast long-term liabilities decreased due to decrease in long-term debt and sharp decline of accrued retirement and pension costs that resulted from the transfer of the substitutional portion of the benefit obligation and related plan assets to the government.

 

Thanks to a sharp increase of net income, shareholders’ equity increased significantly and shareholders’ equity ratio was 40.3%, exceeded 40%, which is a target at March 31, 2006. The amount of interest-bearing debt excluding debt related to sale financing programs decreased by ¥25.6 billion, to ¥158.2 billion, and total amount of interest-bearing debt increased by ¥37.5 billion, to ¥304.2 billion.

 

-10-


Table of Contents

Kubota Corporation

and Subsidiaries

 

(2) Cash flows

 

Net cash provided by operating activities during the year under review was ¥66.9 billion, a decrease of ¥42.7 billion from the prior year. The primary reason for this decrease was fluctuations in notes and accounts receivable. The sales amount of notes and accounts receivable in North America in the prior year was significantly larger and it resulted in the substantial decrease in notes and accounts receivable in the prior year. In contrast, notes and accounts receivable increased in the year under review, resulting to the decrease in net cash provided by operating activities.

 

Net cash used in investing activities was ¥78.2 billion, an increase of ¥37.9 billion from the prior year. The increase is attributable to a change in funding sources for finance receivables from selling finance receivables to borrowings.

 

Net cash provided by financing activities was ¥4.5 billion, as compared to ¥55.1 billion of net cash used in financing activities in the prior year. Changing funding sources for finance receivables from selling finance receivables to borrowings also caused this fluctuation.

 

As a result, including the effect of exchange rate, cash and cash equivalents at the end of March 2005 was ¥74.6 billion, a decrease of ¥6.7 billion from the prior year.

 

Cash flow indices

 

    

Year ended

March 31, 2005


  

Year ended

March 31, 2004


Equity ratio (%)

   40.3    34.8

Equity ratio based on market capitalization (%)

   62.4    59.1

Interest-bearing debt / Net cash provided by operating activities (year)

   4.5    2.4

Interest coverage ratio (times)

   15.2    24.6

 

(Notes)

 

Equity ratio : shareholders equity / total assets

 

Equity ratio based on market capitalization : market capitalization / total assets

 

Interest coverage ratio : cash flows provided by operating activities / interest paid

 

Each ratio is calculated based on the figures in the consolidated financial statements. Market capitalization is calculated based on closing price at the end of the fiscal year multiplied by the number of shares outstanding at the end of fiscal year, excluding treasury stock. Cash flows provided by operating activities are the amount of operating cash flows in the consolidated statements of cash flows. Interest-bearing debt includes short-term borrowings, current portion of long-term debt, and long-term debt in the consolidated balance sheets. Additionally, interest paid is the amount of interest paid in the consolidated statements of cash flows.

 

3. Matter concerning profit allocation for this fiscal year

 

The Company plans to pay ¥40 per ADS as the total dividends for the entire fiscal year. As the interim cash dividends was ¥15 per ADS, year-end cash dividends will be ¥25 per ADS.

 

As for the treasury stocks, the Company plans to retire 39.0 million shares of treasury stock (¥20.9 billion) at the end of June 2005.

 

-11-


Table of Contents

Kubota Corporation

and Subsidiaries

 

3. Prospect for the Next Fiscal Year

 

1. General outlook

 

Although the Japanese economy is expected to break out of its static condition, the prospects are still unpredictable considering the risks that exist; higher prices of raw materials and crude oil may have a negative impact on world economy. All things considered, the Company expects the difficult economic conditions to persist.

 

Looking ahead, the Company forecasts consolidated net sales for the year ending March 31, 2006 at ¥996.0 billion, up by ¥12.8 billion from the year under review. In domestic market, the Company expects sales in Internal Combustion Engine and Machinery and Pipes, Valves and Industrial Castings segment to increase. On the other hand, sales in Other segment are forecasted to decrease. As a result, total domestic sales are expected to be almost same amount as that of the year under review. As for overseas sales, sales expansion in Internal Combustion Engine and Machinery segment will continue and overseas sales is expected to increase smoothly.

 

The Company forecasts operating income of ¥96.0 billion, an increase of ¥3.7 billion from the year under review. Although the price increases in raw materials and high appreciation of yen will give downward pressure on operating income, an increase of overseas sales in Internal Combustion Engine and Machinery and Pipes, Valves and Industrial Castings segment, Corporate-wide cost cut, decrease in pension cost is expected contribute to the increase in operating income.

 

The Company also expects income before income taxes, minority interests in earnings of subsidiaries, and equity in net income of affiliated companies for the next fiscal year to be ¥102.0 billion, a sharp decrease of ¥59.6 billion from the year under review. The decrease is mainly due to the significant decrease in other income-net as a result of government subsidy recorded in the year under review. Accordingly, net income is forecasted to be ¥58.0 billion, down ¥59.9 billion from the year under review. (These forecasts anticipate an exchange rate of ¥103=US$1.)

 

2. Prospect with regard to the profit allocation for the next fiscal year

 

In accordance with the previously described basic policy related to the Company’s profit allocation of “maintaining stable or raising dividends”, the Company is considering paying cash dividends per ADS for the next fiscal year equivalent to, or more of, the year under review (¥40 per ADS). Specific amount will be decided based on the development of business performance in the next fiscal year.

 

-12-


Table of Contents

Kubota Corporation

and Subsidiaries

 

< Cautionary Statements with Respect to Forward-Looking Statements >

 

Projected results of operations and other future forecasts contained in this report are the estimates of the Company based on information available to the Company as of this published date. Therefore, those projections include certain potential risks and uncertainties. Accordingly, the users of this information are requested to note that the actual results could differ materially from those future projections. Major factors that could influence the ultimate outcome include the economic condition surrounding the Company, foreign exchange rates, agricultural policy in Japan, the trend of public investment and private capital expenditure in Japan, the price-competitive pressure in the market, the ability for the Company to manufacture or innovate the products which will be accepted in the market. The user of the information should be aware that factors that could influence the ultimate outcome of the Company are not limited to the factors above.

 

-13-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Consolidated Statements of Income

(Unaudited)

 

(In millions of yen)

 

    

Year ended

March 31, 2005


   

Year ended

March 31, 2004


   Change

 
     Amount

    %

    Amount

    %

   Amount

    %

 

Net sales

   983,226     100.0     930,237     100.0    52,989     5.7  

Cost of sales

   713,312     72.5     701,727     75.4    11,585     1.7  

Selling, general, and administrative expenses

   181,727     18.5     199,768     21.5    (18,041 )   (9.0 )

Loss (gain) from disposal or impairment of businesses and fixed assets

   (4,112 )   (0.4 )   6,893     0.8    (11,005 )   —    
    

       

      

     

Operating income

   92,299     9.4     21,849     2.3    70,450     322.4  

Other income (expenses):

                                   

Interest and dividend income

   9,488           7,264          2,224        

Interest expense

   (4,699 )         (4,286 )        (413 )      

Gain on sales of securities

   1,604           3,161          (1,557 )      

Exchange gains (losses)

   3,597           (1,534 )        5,131        

Government subsidy

   58,571           —            58,571        

Other-net

   701           643          58        
    

       

      

     

Other income (expenses), net

   69,262           5,248          64,014        

Income before income taxes, minority interests in earnings of subsidiaries, and equity in net income of affiliated companies

   161,561     16.4     27,097     2.9    134,464     496.2  

Income taxes:

                                   

Current

   28,917           29,255          (338 )      

Deferred

   13,625           (15,554 )        29,179        
    

       

      

     

Total income taxes

   42,542           13,701          28,841        

Minority interests in earnings of subsidiaries

   3,442           2,476          966        

Equity in net income of affiliated companies

   2,324           780          1,544        
    

       

      

     

Net income

   117,901     12.0     11,700     1.3    106,201     907.7  
    

       

      

     
                                  (In yen )

Basic earnings per ADS (5 common shares):

   446     44    402        

Diluted earnings per ADS (5 common shares):

   434     43    391        

 

 

-14-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Consolidated Balance Sheets

(Unaudited)

 

Assets

  (In millions of yen)

 

     March 31, 2005

   March 31, 2004

   Change

 
     Amount

    %

   Amount

    %

   Amount

 

Current assets:

                            

Cash and cash equivalents

   74,563          81,221          (6,658 )

Short-term investments

   —            3,001          (3,001 )

Notes and accounts receivable:

                            

Trade notes

   72,517          73,834          (1,317 )

Trade accounts

   248,338          227,021          21,317  

Less: Allowance for doubtful receivables

   (2,257 )        (2,408 )        151  
    

      

      

Total receivables, net

   318,598          298,447          20,151  

Short-term finance receivables

   50,921          26,876          24,045  

Inventories

   155,146          142,973          12,173  

Other current assets

   76,143          61,909          14,234  
    

      

      

Total current assets

   675,371     56.6    614,427     54.7    60,944  

Investments:

                            

Investments in and advances to affiliated companies

   11,808          12,982          (1,174 )

Long-term finance receivables

   80,725          47,964          32,761  

Other investments

   146,979          148,482          (1,503 )
    

      

      

Total investments

   239,512     20.1    209,428     18.6    30,084  

Property, plant and equipment:

                            

Land

   83,031          81,671          1,360  

Buildings

   200,173          200,535          (362 )

Machinery and equipment

   359,659          364,572          (4,913 )

Construction in progress

   4,499          2,313          2,186  
    

      

      

Total

   647,362          649,091          (1,729 )

Accumulated depreciation

   (427,612 )        (426,345 )        (1,267 )
    

      

      

Net property, plant and equipment

   219,750     18.4    222,746     19.8    (2,996 )

Other assets:

   58,423     4.9    77,624     6.9    (19,201 )
    

 
  

 
  

Total

   1,193,056     100.0    1,124,225     100.0    68,831  
    

 
  

 
  

 

-15-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Consolidated Balance Sheets

(Unaudited)

 

Liabilities and shareholders’ equity

  (In millions of yen)

 

     March 31, 2005

   March 31, 2004

   Change

 
     Amount

    %

   Amount

    %

   Amount

 

Current liabilities:

                            

Short-term borrowings

   119,802          85,999          33,803  

Trade notes payable

   33,675          35,309          (1,634 )

Trade accounts payable

   183,367          158,397          24,970  

Advances received from customers

   4,104          6,026          (1,922 )

Notes and accounts payable for capital expenditures

   9,094          7,747          1,347  

Accrued payroll costs

   23,616          23,519          97  

Accrued expenses

   24,998          21,545          3,453  

Income taxes payable

   12,223          15,179          (2,956 )

Other current liabilities

   26,289          25,101          1,188  

Current portion of long-term debt

   66,877          35,858          31,019  
    

      

      

Total current liabilities

   504,045     42.3    414,680     36.9    89,365  

Long-term liabilities:

                            

Long-term debt

   117,488          144,845          (27,357 )

Accrued retirement and pension costs

   65,836          143,679          (77,843 )

Other long-term liabilities

   3,093          14,293          (11,200 )
    

      

      

Total long-term liabilities

   186,417     15.6    302,817     26.9    (116,400 )

Minority interests:

   21,575     1.8    15,646     1.4    5,929  

Shareholders’ equity:

                            

Common stock

   78,156          78,156          —    

Additional paid-in capital

   87,263          87,263          —    

Legal reserve

   19,539          19,539          —    

Retained earnings

   290,187          204,156          86,031  

Accumulated other comprehensive income

   27,507          26,075          1,432  

Treasury stock

   (21,633 )        (24,107 )        2,474  
    

      

      

Total shareholders’ equity

   481,019     40.3    391,082     34.8    89,937  
    

 
  

 
  

Total

   1,193,056     100.0    1,124,225     100.0    68,831  
    

 
  

 
  

 

-16-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Consolidated Statements of Comprehensive Income

(Unaudited)

 

(In millions of yen)

 

    

Year ended

March 31, 2005


   

Year ended

March 31, 2004


    Change

 

Net income

   117,901     11,700     106,201  
    

 

 

Other comprehensive income, net of tax:

                  

Foreign currency translation adjustments

   (1,468 )   (7,535 )   6,067  

Unrealized gains on securities

   517     43,368     (42,851 )

Minimum pension liability adjustment

   3,492     37,565     (34,073 )

Unrealized gains (losses) on derivatives

   (1,109 )   772     (1,881 )
    

 

 

Other comprehensive income

   1,432     74,170     (72,738 )
    

 

 

Comprehensive income

   119,333     85,870     33,463  
    

 

 

 

Consolidated Statements of Shareholders’ Equity

(Unaudited)

 

(In millions of yen)

 

     Shares of
common stock
outstanding
(thousands)


    Common
stock


   Additional paid-
in capital


   Legal
reserve


   Retained
earnings


    Accumulated
other
comprehensive
income (loss)


    Treasury
stock


 

Balance, April 1, 2003

   1,345,450     78,156    87,263    19,539    200,517     (48,095 )   (21,937 )
    

 
  
  
  

 

 

Net income

                        11,700              

Other comprehensive income

                              74,170        

Cash dividends, ¥30 per ADS (5 common shares)

                        (8,061 )            

Purchases of treasury stock

   (5,253 )                              (2,170 )
    

 
  
  
  

 

 

Balance, March 31, 2004

   1,340,197     78,156    87,263    19,539    204,156     26,075     (24,107 )
    

 
  
  
  

 

 

Net income

                        117,901              

Other comprehensive income

                              1,432        

Cash dividends, ¥30 per ADS (5 common shares)

                        (7,989 )            

Purchases of treasury stock

   (39,784 )                              (21,407 )

Retirement of treasury stock

                        (23,881 )         23,881  
    

 
  
  
  

 

 

Balance, March 31, 2005

   1,300,413     78,156    87,263    19,539    290,187     27,507     (21,633 )
    

 
  
  
  

 

 

 

-17-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Consolidated Statements of Cash Flows

(Unaudited)

 

(In millions of yen)

 

     Year ended
March 31, 2005


    Year ended
March 31, 2004


    Change

 

Operating activities:

                  

Net income

   117,901     11,700        

Depreciation and amortization

   25,808     27,755        

Provision for reversal of retirement and pension costs, less payments

   (7,306 )   48,516        

Government subsidy

   (58,571 )   —          

Gain on sales of securities

   (1,604 )   (3,161 )      

Gain on disposal of fixed asset

   1,341     4,122        

Equity in net income of affiliated companies

   (2,324 )   (780 )      

Deferred income taxes

   13,625     (15,554 )      

Decrease (increase) in notes and accounts receivable

   (19,540 )   48,241        

Decrease (increase) in inventories

   (8,129 )   6,954        

Increase in other current assets

   (15,159 )   (15,812 )      

Increase (decrease) in trade notes and accounts payable

   22,404     (9,521 )      

Increase (decrease) in income taxes payable

   (3,363 )   5,195        

Increase in other current liabilities

   3,151     310        

Other

   (1,326 )   1,610        
    

 

 

Net cash provided by operating activities

   66,908     109,575     (42,667 )

Investing activities:

                  

Purchases of fixed assets

   (20,818 )   (26,493 )      

Purchases of investments and change in advances

   (495 )   9,257        

Proceeds from sales of property, plant, and equipment

   2,769     3,129        

Proceeds from sales of investments

   2,981     8,182        

Proceeds from sales of business

   (4,931 )   2,562        

Increase in finance receivables

   (119,878 )   (115,117 )      

Collection of finance receivables

   53,575     31,192        

Proceeds from sales of finance receivables

   5,208     50,019        

Other

   3,361     (3,108 )      
    

 

 

Net cash used in investing activities

   (78,228 )   (40,377 )   (37,851 )

Financing activities:

                  

Proceeds from issuance of long-term debt

   39,582     37,128        

Repayments of long-term debt

   (39,081 )   (74,171 )      

Net increase (decrease) in short-term borrowings

   34,453     (7,489 )      

Cash dividends

   (7,989 )   (8,061 )      

Purchases of treasury stock

   (21,451 )   (2,223 )      

Other

   (1,006 )   (281 )      
    

 

 

Net cash provided by (used in) financing activities

   4,508     (55,097 )   59,605  

Effect of exchange rate changes on cash and cash equivalents

   154     (242 )   396  
    

 

 

Net increase in cash and cash equivalents

   (6,658 )   13,859        

Cash and cash equivalents, beginning of year

   81,221     67,362        
    

 

 

Cash and cash equivalents, end of year

   74,563     81,221     (6,658 )
    

 

 

     (In millions of yen)  

Notes:

                  

Cash paid during the year for:

                  

Interest

   4,401     4,459     (58 )

Income taxes

   32,092     24,030     8,062  

 

-18-


Table of Contents

Kubota Corporation

and Subsidiaries

 

 

Consolidated Segment Information

(Unaudited)

 

(1) Information by industry segment

 

Year ended March 31, 2005   (In millions of yen)

 

     Internal
Combustion
Engine &
Machinery


   Pipes, Valves
& Industrial
Castings


    Environmental
Engineering


   Other

    Total

  

Corporate

&
Eliminations


    Consolidated

Net sales

                                     

Unaffiliated customers

   582,664    170,629     117,633    112,300     983,226    —       983,226

Intersegment

   88    8,237     249    14,956     23,530    (23,530 )   —  
    
  

 
  

 
  

 

Total

   582,752    178,866     117,882    127,256     1,006,756    (23,530 )   983,226
    
  

 
  

 
  

 

Cost of sales and operating expenses

   503,596    167,391     112,167    117,848     901,002    (10,075 )   890,927
    
  

 
  

 
  

 

Operating income

   79,156    11,475     5,715    9,408     105,754    (13,455 )   92,299
    
  

 
  

 
  

 

Identifiable assets at March 31, 2005

   614,123    190,669     105,890    100,874     1,011,556    181,500     1,193,056
    
  

 
  

 
  

 

Depreciation

   14,154    6,368     930    1,678     23,130    2,338     25,468
    
  

 
  

 
  

 

Capital expenditures

   17,482    1,823     358    1,388     21,051    5,046     26,097
    
  

 
  

 
  

 

Year ended March 31, 2004

 

             (In millions of yen)
     Internal
Combustion
Engine &
Machinery


   Pipes, Valves
& Industrial
Castings


    Environmental
Engineering


   Other

    Total

   Corporate
&
Eliminations


    Consolidated

Net sales

                                     

Unaffiliated customers

   501,551    175,178     115,721    137,787     930,237    —       930,237

Intersegment

   32    6,923     696    16,581     24,232    (24,232 )   —  
    
  

 
  

 
  

 

Total

   501,583    182,101     116,417    154,368     954,469    (24,232 )   930,237
    
  

 
  

 
  

 

Cost of sales and operating expenses

   447,559    187,783     116,286    162,180     913,808    (5,420 )   908,388
    
  

 
  

 
  

 

Operating income (loss)

   54,024    (5,682 )   131    (7,812 )   40,661    (18,812 )   21,849
    
  

 
  

 
  

 

Identifiable assets at March 31, 2004

   512,885    204,764     101,086    109,829     928,564    195,661     1,124,225
    
  

 
  

 
  

 

Depreciation

   12,713    7,440     927    3,777     24,857    2,397     27,254
    
  

 
  

 
  

 

Capital expenditures

   13,096    2,504     2,711    2,117     20,428    968     21,396
    
  

 
  

 
  

 

 

-19-


Table of Contents

Kubota Corporation

and Subsidiaries

 

(2) Information by geographic segment

 

Year ended March 31, 2005   (In millions of yen)

 

     Japan

   North America

   Other Areas

   Total

  

Corporate

&
Eliminations


    Consolidated

Net sales

                              

Unaffiliated customers

   659,283    232,135    91,808    983,226    —       983,226

Intersegment

   193,242    3,000    2,792    199,034    (199,034 )   —  
    
  
  
  
  

 

Total

   852,525    235,135    94,600    1,182,260    (199,034 )   983,226
    
  
  
  
  

 

Cost of sales & operating expenses

   772,886    215,044    87,207    1,075,137    (184,210 )   890,927
    
  
  
  
  

 

Operating income

   79,639    20,091    7,393    107,123    (14,824 )   92,299
    
  
  
  
  

 

Identifiable assets at March 31, 2005

   746,627    259,218    64,737    1,070,582    122,474     1,193,056
    
  
  
  
  

 

Year ended March 31, 2004

             (In millions of yen)
     Japan

   North America

   Other Areas

   Total

   Corporate
&
Eliminations


    Consolidated

Net sales

                              

Unaffiliated customers

   675,442    188,767    66,028    930,237    —       930,237

Intersegment

   154,741    2,656    1,949    159,346    (159,346 )   —  
    
  
  
  
  

 

Total

   830,183    191,423    67,977    1,089,583    (159,346 )   930,237
    
  
  
  
  

 

Cost of sales & operating expenses

   815,158    172,195    63,338    1,050,691    (142,303 )   908,388
    
  
  
  
  

 

Operating income

   15,025    19,228    4,639    38,892    (17,043 )   21,849
    
  
  
  
  

 

Identifiable assets at March 31, 2004

   752,041    177,163    44,290    973,494    150,731     1,124,225
    
  
  
  
  

 

 

(3) Overseas sales

 

Year ended March 31, 2005   (In millions of yen)

 

     North America

    Other Areas

    Total

 

Overseas sales

   232,631     112,693     345,324  

Consolidated net sales

               983,226  

Ratio of overseas sales to consolidated net sales

   23.6 %   11.5 %   35.1 %

Year ended March 31, 2004

         (In millions of yen)  
     North America

    Other Areas

    Total

 

Overseas sales

   189,273     97,618     286,891  

Consolidated net sales

               930,237  

Ratio of overseas sales to consolidated net sales

   20.3 %   10.5 %   30.8 %

 

-20-


Table of Contents

Kubota Corporation

and Subsidiaries

 

 

Fair Value of Short-Term and Other Investments

(Unaudited)

 

The Company classifies its holding marketable equity securities and all of its debt securities as available for sale securities, which are reported at their fair value on the Company’s balance sheet. The following table presents costs, fair values, net unrealized holding gains and losses for securities by major security type at March 31, 2005 and 2004.

 

(In millions of yen)

 

     March 31, 2005

   March 31, 2004

     Cost

   Fair value

  

Net unrealized
holding

gains


   Cost

   Fair value

  

Net unrealized
holding

gains


Short-Term Investments:

                             

Governmental and corporate debt securities and other

   —      —      —      3,001    3,001    —  

Other Investments (*):

                             

Equity securities of financial institutions

   22,040    87,232    65,192    22,307    89,682    67,375

Other equity securities

   19,812    47,423    27,611    19,431    44,463    25,032

Other

   813    820    7    1,608    1,695    87
    
  
  
  
  
  

Total

   42,665    135,475    92,810    46,347    138,841    92,494
    
  
  
  
  
  

(*) “Other investments” on the Company’s balance sheets includes investments in non-traded and unaffiliated companies, for which there is no readily determinable fair value. They were stated at cost of ¥11,504 million and ¥12,642 million, at March 31, 2005 and 2004, respectively.

 

-21-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Notes:

 

1. The United States dollar amounts included herein represent translations using the approximate exchange rate on March 31, 2005, of ¥107 = US$1, solely for convenience.

 

2. Each ADS represents 5 common shares.

 

3. 121 subsidiaries are consolidated.

 

Major consolidated subsidiaries:

   Domestic    Kubota Construction Co., Ltd.
          Kubota Credit Co., Ltd.
          Kubota Maison Co., Ltd.
          Kubota Environmental Service Co., Ltd.
     Overseas    Kubota Tractor Corporation
          Kubota Credit Corporation, U.S.A.
          Kubota Manufacturing of America Corporation
          Kubota Engine America Corporation
          Kubota Metal Corporation
          Kubota Baumaschinen GmbH
          Kubota Europe S.A.S.

 

4. 29 affiliated companies are accounted for by the equity method.

 

Major affiliated companies :

   Domestic   

18 sales companies of farm equipment

Kubota Matsushitadenko Exterior Works, Ltd.

 

5. Summary of accounting policies:

 

   The accompanying condensed consolidated financial information has been prepared in accordance with accounting principles generally accepted in the United States of America except for .

 

  The Consolidated Segment Information is prepared in accordance with a requirement of the Japanese Securities and Exchange regulations. This disclosure is not consistent with SFAS No.131, “Disclosures about Segments of an Enterprise and Related Information”.

 

6. Retail finance receivables due from end users of the Company’s products which are issued by financial subsidiaries were previously classified into notes and accounts receivable in current assets on the consolidated balance sheet. Activity related to the retail finance receivables on the consolidated statements of cash flows was previously classified into operating activities as “Decrease (increase) in notes and accounts receivable”.

 

The Company reconsidered its classification of these receivables and currently presents them as mentioned below pursuant to the “Current Assets and Current Liabilities” Guidance in Accounting Research Bulletin (ARB) No. 43, “Restatement and Revision of Accounting Research Bulletins”, and the Statement of Financial Accounting Standards Board No.95, “Statement of Cash Flows”.

 

On the consolidated balance sheets, the retail finance receivables related to sales by Kubota Group’s sales

companies were classified into two segments; Notes and account receivable in current assets and Long-term trade accounts in other assets. The presentation of the prior year’s balance sheet was restated in conformity with the presentation of the year under review.

 

On the statements of cash flow, activity related to long-term trade accounts are included in “Other” of operating activities. The reclassification has been made to the presentation of the prior years statements of cash flows.

 

The retail finance receivables related to the sales to end users by independent dealers are classified as finance receivables on the balance sheets and activity related to finance receivables are classified as “Increase of finance receivables”, “Collection of finance receivables” and “Sales of finance receivables” on the statements of cash flows. The reclassification has been made to the presentation of the prior year’s balance sheet and the statement of cash flows in conformity with the presentation of the year under review.

 

On the balance sheets, finance receivables are classified into short-term finance receivables and long-term finance receivables according to anticipated collection, and the prior year’s balance sheet is restated in conformity with the presentation of the year under review.

 

-22-


Table of Contents

Kubota Corporation

and Subsidiaries

 

7. In December 2003, the Company transferred the building materials business to one of our affiliated companies (Kubota Matsushitadenko Exterior Works, Ltd.) (accounted for using the equity method). Accordingly, the “Building Materials & Housing” segment was considered immaterial, and was transferred to the “Other” segment.

 

8. On January 31, 2005, regarding the substitutional portion of obligation to pay benefits for past employee service, the Company completed the transfer of benefit obligation and related plan assets to the government. Pursuant to the Emerging Issue Task Force (EITF) No. 03-2 “Accounting for the Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities”, the Company realized the gain from the transfer in the year under review during which the transfer occurred. Accordingly, the consolidated statement of income for the year ended March 31, 2005 includes a gain of ¥58,571 million which is included in other income and a loss of ¥2,255 million as operating expense. The gain of ¥58,571 million was the difference between the Accumulated Benefit Obligation to be transferred and the plan assets that were actually transferred. The loss of ¥2,255 million was net of the gain from the derecognition of accrued salary progression and the loss for unrealized actuarial losses related to the benefit obligation to be transferred.

 

9. The consolidated financial reports for the prior year have been reclassified to conform to the presentation for the year ended March 31, 2005.

 

-23-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Consolidated Net Sales by Product Group

(Unaudited)

 

(In millions of yen)

 

    

Year ended

Mar. 31, 2005


  

Year ended

Mar. 31, 2004


   Change

 
     Amount

   %

   Amount

   %

   Amount

    %

 

Farm Equipment and Engines

   519,428    52.8    450,740    48.4    68,688     15.2  
    
  
  
  
  

 

Domestic

   232,074         219,786         12,288     5.6  

Overseas

   287,354         230,954         56,400     24.4  

Construction Machinery

   63,236    6.5    50,811    5.5    12,425     24.5  
    
  
  
  
  

 

Domestic

   24,923         23,192         1,731     7.5  

Overseas

   38,313         27,619         10,694     38.7  

Internal Combustion Engine & Machinery

   582,664    59.3    501,551    53.9    81,113     16.2  
    
  
  
  
  

 

Domestic

   256,997    26.2    242,978    26.1    14,019     5.8  

Overseas

   325,667    33.1    258,573    27.8    67,094     25.9  

Pipes and Valves

   136,622    13.9    143,773    15.4    (7,151 )   (5.0 )
    
  
  
  
  

 

Domestic

   132,755         130,656         2,099     1.6  

Overseas

   3,867         13,117         (9,250 )   (70.5 )

Industrial Castings

   34,007    3.4    31,405    3.4    2,602     8.3  
    
  
  
  
  

 

Domestic

   22,723         21,844         879     4.0  

Overseas

   11,284         9,561         1,723     18.0  

Pipes, Valves & Industrial Castings

   170,629    17.3    175,178    18.8    (4,549 )   (2.6 )
    
  
  
  
  

 

Domestic

   155,478    15.8    152,500    16.4    2,978     2.0  

Overseas

   15,151    1.5    22,678    2.4    (7,527 )   (33.2 )

Environmental Engineering

   117,633    12.0    115,721    12.4    1,912     1.7  
    
  
  
  
  

 

Domestic

   113,875    11.6    112,381    12.1    1,494     1.3  

Overseas

   3,758    0.4    3,340    0.3    418     12.5  

Building Materials & Housing

   24,874    2.5    51,823    5.6    (26,949 )   (52.0 )
    
  
  
  
  

 

Domestic

   24,874         51,823         (26,949 )   (52.0 )

Other

   87,426    8.9    85,964    9.3    1,462     1.7  
    
  
  
  
  

 

Domestic

   86,678         83,664         3,014     3.6  

Overseas

   748         2,300         (1,552 )   (67.5 )

Other

   112,300    11.4    137,787    14.9    (25,487 )   (18.5 )
    
  
  
  
  

 

Domestic

   111,552    11.3    135,487    14.6    (23,935 )   (17.7 )

Overseas

   748    0.1    2,300    0.3    (1,552 )   (67.5 )
    
  
  
  
  

 

Total

   983,226    100.0    930,237    100.0    52,989     5.7  
    
  
  
  
  

 

Domestic

   637,902    64.9    643,346    69.2    (5,444 )   (0.8 )

Overseas

   345,324    35.1    286,891    30.8    58,433     20.4  

(*) Please refer to Note 7 on page 23.

 

-24-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Anticipated Consolidated Net Sales by Industry Segment

 

(In billions of yen)

 

    

Year ending

Mar. 31, 2006


  

Year ended

Mar. 31, 2005


   Change

 
     Amount

   %

   Amount

   %

   Amount

    %

 

Domestic

   262.0         257.0         5.0     1.9  

Overseas

   337.0         325.7         11.3     3.5  
    
       
       

 

Internal Combustion Engine & Machinery

   599.0    60.1    582.7    59.2    16.3     2.8  
    
       
       

 

Domestic

   169.0         155.5         13.5     8.7  

Overseas

   18.0         15.1         2.9     19.2  
    
       
       

 

Pipes, Valves & Industrial Castings

   187.0    18.8    170.6    17.4    16.4     9.6  
    
       
       

 

Domestic

   115.0         113.8         1.2     1.1  

Overseas

   4.0         3.8         0.2     5.3  
    
       
       

 

Environmental Engineering

   119.0    11.9    117.6    12.0    1.4     1.2  
    
       
       

 

Domestic

   90.0         111.6         (21.6 )   (19.4 )

Overseas

   1.0         0.7         0.3     42.9  
    
       
       

 

Other

   91.0    9.2    112.3    11.4    (21.3 )   (19.0 )
    
       
       

 

Grand Total

   996.0    100.0    983.2    100.0    12.8     1.3  
    
       
       

 

Domestic

   636.0    63.9    637.9    64.9    (1.9 )   (0.3 )

Overseas

   360.0    36.1    345.3    35.1    14.7     4.3  

 

-25-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Non-consolidated Financial Highlights

(Unaudited)

 

(1) The date of the Board of Directors’ Meeting   Friday, May 13, 2005
(2) The date of the Ordinary General Meeting of Shareholders   Friday, June 24, 2005
(3) Results of operations   (In millions of yen except per ADS amounts)

 

     Year ended
March 31, 2005


    Change(*)

    Year ended
March 31, 2004


    Change(*)

 

Net sales

   ¥ 675,431     1.7 %   ¥ 663,827     (1.3 )%

Operating income

   ¥ 56,857     35.9 %   ¥ 41,829     47.7 %

% of net sales

     8.4 %           6.3 %      

Ordinary income

   ¥ 64,733     40.8 %   ¥ 45,964     71.8 %

% of net sales

     9.6 %           6.9 %      

Net income

   ¥ 43,186     98.9 %   ¥ 21,709     —    

% of net sales

     6.4 %           3.3 %      

Net income per ADS (5 common shares)(**)

   ¥ 163     —       ¥ 81     —    

Ratio of net income to shareholders’ equity

     11.0 %   —         6.1 %   —    

Ratio of ordinary income to total assets

     7.5 %   —         5.3 %   —    

 

Notes to results of operations:

 

1.   Weighted-average number of shares outstanding during the year ended March 31, 2005    1,323,551,587
    Weighted-average number of shares outstanding during the year ended March 31, 2004    1,342,977,305
2.   (*) represents percentage change to the comparable previous year.     
3.   (**) represents amount based on the average number of common shares outstanding during the year.     

 

(4) Cash dividends

  (In millions of yen except per ADS amounts)

 

     Cash dividends per ADS

   Annual
cash
dividends


   Annual
cash dividends
as % to net income


   

Annual dividends
as % to share

-holders’ equity


 
     Interim

   Year end

  Total

       

Year ended

March 31, 2005

   ¥ 15.00     
 
(*)
¥25.00
  ¥ 40.00    ¥ 10,471    24.6 %   2.6 %

Year ended

March 31, 2004

   ¥ 15.00    ¥ 15.00   ¥ 30.00    ¥ 8,044    37.1 %   2.1 %

 

Note to cash dividends:

(*) Year end dividends for the fiscal year ended March 31, 2005 are subject to shareholders’ approval at the Ordinary General Meeting of Shareholders to be held on June 24, 2005.

 

-26-


Table of Contents

Kubota Corporation

and Subsidiaries

 

(5) Financial position

  (In millions of yen except per ADS amounts)

 

     As of March 31, 2005

    As of March 31, 2004

 

Total assets

   ¥ 861,617     ¥ 867,690  

Shareholders’ equity

   ¥ 397,954     ¥ 383,925  

Ratio of shareholders’ equity to total assets

     46.2 %     44.2 %

Shareholders’ equity per ADS

   ¥ 1,529     ¥ 1,432  

 

Notes to financial position:

    

Number of shares outstanding as of March 31, 2005

   1,300,843,383

Number of shares outstanding as of March 31, 2004

   1,340,734,232

Number of treasury stock as of March 31, 2005

   39,965,595

Number of treasury stock as of March 31, 2004

   69,074,746

 

(6) Anticipated results of operations for the year ending March 31, 2006

 

(In millions of yen except per ADS amounts)

 

    

Six months ending

September 30, 2005


  

Year ending

March 31, 2006


Net sales

   ¥ 293,000    ¥ 659,000

Ordinary income

   ¥ 23,000    ¥ 58,500

Net income

   ¥ 14,500    ¥ 35,000

Interim cash dividends per ADS

     —        —  

Year end cash dividends per ADS

     —        —  

 

Notes to anticipated results of operations for the year ending March 31, 2006:

 

1. The non-consolidated financial information is prepared in accordance with accounting principles generally accepted in Japan and includes the information of parent company only. It should not be confused with condensed consolidated financial information.
2. All figures in the non-consolidated financial information have been rounded down except per ADS information.
3. Forecasted cash dividends per ADS are not disclosed.
4. Please refer to page 12 for further information related to the above mentioned anticipated results of operations.

 

-27-


Table of Contents

Kubota Corporation

and Subsidiaries

 

Notice of Change of Management

 

(Effective as of June 24, 2005)

 

1) Appointment of new Directors

 

Name


  

Current Title


Hirokazu Nara

   General Manager, Corporate Planning & Control Department

Masayoshi Kitaoka

   General Manager, Farm Machinery Division

Tetsuji Tomita

   President, Kubota Tractor Corporation

Masatoshi Kimata

   General Manager, Tsukuba Plant

 

2) Appointment of new Corporate Auditors

 

Name


  

Current Title


Junichi Maeda

   Director

Yuzuru Mizuno

   Matsushita Electric Industrial Co., Ltd.

 

3) Retirement of Directors (Expiration of terms of office)

 

Name


  

Current Title


  

New Title


Tomomi Soh

   Director    Adviser

Mikio Kinoshita

   Director    Adviser

Akira Seike

   Director    Adviser

Tadahiko Urabe

   Director   

President, Kubota - C. I. Co., Ltd.

(Appointed on Apr. 1, 2005)

Junichi Maeda

   Director    Corporate Auditor

 

4) Retirement of Corporate Auditor (Expiration of terms of office)

 

Name


  

Current Title


  

New Title


Masayoshi Fujita

   Corporate Auditor    —  

 

End of document

 

-28-


Table of Contents

May 13, 2005

 

To whom it may concern

 

Kubota Corporation

2-47, Shikitsu-higashi 1-chome

Naniwa-ku, Osaka 556-8601, Japan

Contact: IR Group

Finance & Accounting Department

Phone: +81-6-6648-2645

 

Notice of Termination of Retirement Benefit Systems for Directors and

Corporate Auditors

 

Please be advised that Kubota Corporation (hereinafter “the Company”) resolved at the Board of Directors’ Meeting held on May 13, 2005 to terminate Retirement Benefit Systems for directors and corporate auditors as of June 24, 2005.

 

1. Reasons of Termination

 

The Company has reformed management systems such as ;

 

-Reducing the number of board directors for rapid decision-making

 

-Clarifying directors’ responsibilities by shortening the term of office from 2 years to 1

 

-Introduction of age-limit system for directors

 

As a part of reformation of management systems, the Company intends to terminate Retirement Benefit Systems that reflects the length of service of individuals and is considered as late payment of remuneration.

 

2. Grant of Retirement Benefit for the present Directors and Corporate Auditors

 

At the ordinary general meeting of shareholders to be held on June 24, 2005, the Company will propose that the retirement benefit systems should be terminated and retirement benefit should be paid to present directors and corporate auditors for the services rendered before termination of the system. Timing of payment will be at their retirements from their offices.

 

End of document

 

< Cautionary Statements with Respect to Forward-Looking Statements >

 

This document may contain forward-looking statements that are based on management’s expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation: general economic conditions in the Company's markets, particularly government agricultural policies, levels of capital expenditures, both in public and private sectors, housing starts in Japan, foreign currency exchange rates, continued competitive pricing pressures in the marketplace, as well as the Company's ability to continue to gain acceptance of its products.


Table of Contents

May 13, 2005

 

To whom it may concern

 

Kubota Corporation

2-47, Shikitsu-higashi 1-chome,

Naniwa-ku, Osaka 556-8601, Japan

Contact: IR Group

Finance & Accounting Department

Phone: +81-6-6648-2645

 

Notice on retirement of shares

 

Please be advised that Kubota Corporation (the Company), at its Board of Directors’ Meeting held on May 13, 2005, resolved to retire shares of common stock of the Company pursuant to Article 212 of the Commercial Code of Japan as follows:

 

1. Type of shares to be retired :

 

Shares of common stock of the Company

 

2. Number of shares to be retired :

 

39,000,000 shares (2.9% of total number of shares issued)

 

3. Date of retirement of shares :

 

June 30, 2005 (planned)

 

Note : After the above retirement of shares, total number of shares issued will be 1,301,808,978.

 

End of document

 

< Cautionary Statements with Respect to Forward-Looking Statements >

 

This document may contain forward-looking statements that are based on management’s expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results may differ materially from what is forecast in forward-looking statements due to a variety of factors, including, without limitation: general economic conditions in the Company's markets, particularly government agricultural policies, levels of capital expenditures, both in public and private sectors, housing starts in Japan, foreign currency exchange rates, continued competitive pricing pressures in the marketplace, as well as the Company's ability to continue to gain acceptance of its products.


Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    KUBOTA CORPORATION
Date: June 2, 2005   By:  

/s/ Shigeru Kimura


    Name:   Shigeru Kimura
    Title:   General Manager
        Finance & Accounting Department