Annual Report - Makino Milling Machine Co. Ltd.
Transcription
Annual Report - Makino Milling Machine Co. Ltd.
ANNUAL REPORT Year Ended March 31, 2014 PROFILE Makino Milling Machine Co., Ltd. is a manufacturer of advanced machine tools, founded in May 1937. Its corporate mission is to contribute to the development of industry in Japan and around the world by quickly discerning and responding to industrial trends with technological innovation. Makino’s state-of-the-art machine tools and machining technologies are used in the manufacturing systems of companies in a wide range of industries. Working with local partners possessing strong technical capabilities, Makino has built an extensive sales network in the United States, Europe and Asia, capable of responding to changes in global machine tool demand and structural changes in manufacturing operations. Major products lines: Machining centers, Numerical control (NC) electrical discharge machines (EDM), Milling machines and other products FIVE-YEAR FINANCIAL SUMMARY Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries Years ended March 31 Thousands of dollars Millions of yen Net sales Net income (loss) Net assets Total assets 2010 2011 ¥57,881 (10,591) 79,396 165,422 ¥95,164 2,167 79,704 168,280 2012 ¥110,460 3,698 83,750 178,361 2013 ¥126,809 5,159 92,665 209,785 2014 ¥123,896 4,294 99,246 218,499 Yen Net income (loss) per share Basic Diluted Number of employees 2014 $1,203,808 41,721 964,302 2,122,998 Dollars ¥ (92.40) — ¥19.32 — ¥33.24 — ¥46.38 ¥46.17 ¥38.60 ¥34.17 3,673 3,834 3,992 4,207 4,178 $0.37 $0.33 Note: US dollar amounts have been translated from yen, for convenience only, at the rate of ¥102.92=US$1, the approximate Tokyo foreign exchange market rate as of March 31, 2014. CONTENTS MESSAGE TO SHAREHOLDERS AND INVESTORS.........................1 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS..........10 CORPORATE GOVERNANCE........................................................3 CONSOLIDATED STATEMENTS OF CASH FLOWS.........................11 BUSINESS RISKS..........................................................................5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................12 FINANCIAL REVIEW.....................................................................5 INDEPENDENT AUDITOR'S REPORT..............................................31 CONSOLIDATED BALANCE SHEETS.............................................6 BOARD OF DIRECTORS AND CORPORATE AUDITORS..................33 CONSOLIDATED STATEMENTS OF INCOME.................................8 CORPORATE DATA......................................................................33 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME.....9 TO OUR SHAREHOLDERS AND INVESTORS 1. Analyses of Operating Results and Financial MAKINO INC. (USA) Position Brisk inquiries continued mainly from the auto and (1) Analysis of Operating Results aircraft industries, but orders received stayed at the same 1) Operating Results for Fiscal 2014 level as fiscal 2013. This is due to delay in signing an During fiscal 2014, the Company achieved net sales of agreement as scale of negotiations increased. ¥123,896 million (down 2.3% year on year), operating MAKINO Europe GmbH income of ¥4,910 million (down 39.3% year on year), Orders received gradually increased. However, an and net income of ¥4,294 million (down 16.8% year on extensive decline in the first quarter resulted in results year) on a consolidated basis. falling slightly below the level of fiscal 2013. Fiscal 2014 started under sluggish business conditions with a small order backlog at the beginning of 2) Outlook (Fiscal 2015) the year. Although production volume declined, the net The demands have continued to expand in all of our sales decreased by only 2.3% year on year as the amount markets. We will strengthen our operating activities in of net sales increased as the exchange rate proceeded each business establishment to gain demand. toward depreciation of the yen. Due to a substantive reduction in production Consolidated performance forecasts volume, operating income decreased by 39.3% year on year. Extremely low plant utilization rates in the first half lead to a small profit margin. In addition to that, enhancement of engineering of overseas subsidiaries continued, and there was an impact of increase in personnel. Consolidated orders received of the Company increased by 13.2% year on year to ¥132,720 million. (Million yen) Forecasts for the first six months (1st and 2nd quarter combined) Forecasts for the full fiscal year Net sales *1 *2 Operating income 64,500 up 27.5% 141,000 up 13.8% Net income 2,800 — *2 8,900 up 81.2% *1 Compared to the same period of fiscal 2014 *2 Year on year 2,100 — *2 7,800 up 81.6% Although the figure exceeded that of fiscal 2013, this is the result of depreciation of the yen. The details of operating results by geographic The details of sales by geographic region are as follows: Makino Milling Machine Co., Ltd. and its region are as follows: subsidiaries in Japan Makino Milling Machine Co., Ltd. and its The Company will focus on the die & mold industry subsidiaries in Japan which is a big market for the Company as recovery of Domestic orders received by Makino Milling Machine competitiveness of domestic die manufacturers in Co., Ltd. rose slightly year on year. international markets is anticipated. However, progress in increase of demand due to the return of manufacturing industry to Japan has not been seen even amid depreciation of the yen. With rising plant utilization rates of users in Japan Capital investment in aircraft component manufacturing field is expected to be actively made. Domestic orders received by Makino Milling Machine Co., Ltd. are expected to gradually recover. in the second half, movements to respond to MAKINO ASIA PTE LTD (Singapore) modernization of production facilities and equipment has Although the entire Asia region is in the process of spread to respective industries. recovery, the pace is slow. MAKINO ASIA PTE LTD (Singapore) The whole economy of China, our largest market, Orders received by the subsidiary in Asia greatly fell year has remained unstable, but the number of inquiries has on year. been growing. Although the Chinese market was expected to pick up in the middle of the year, actual orders received fell far below the expected orders received. In India and ASEAN region, orders received In sluggish Indian market, the demand is gradually on the way to recovery mainly for exporting companies. Orders received by the subsidiary in Asia are expected to take an upward turn. remained flat over the course of the year. 1 MAKINO INC. (USA) Amid the drastic change of industrial structures along with revival of manufacturing industry in the Unites States, the demand for machine tools has been spreading into each region of the North American continent. The Company continues to enhance its engineering section and is establishing a system to meet demand. Orders received by the subsidiary in the United States are forecast to exceed a record high of 422 million dollars (fiscal 2014). MAKINO Europe GmbH The demand related to capital investment has slowly been recovering and we believe that orders received will slightly rise. In order to respond to competing European machine tool manufacturers, our challenge is to reinforce our engineering section. July 2014 Jiro Makino President 2 CORPORATE GOVERNANCE 1. Corporate governance Basic corporate governance rationale Makino Milling Machine Co., Ltd. regards strong management oversight functions as a vital element in the strengthening of competitiveness, swifter decisionmaking and greater transparency. (1) Corporate governance status 1) Governing body Makino Milling Machine Co., Ltd. is a company with Board of Directors. As of June 26, 2014, the Company’s Board of Directors consists of nine directors. The Board of Directors meets once a month and, in addition to carrying out the tasks specified by laws and regulations and by the Articles of Incorporation, makes decisions on important matters and supervises operational duties. Whereas the representative director elected by the Board of Directors engages in execution of operational duties as the representative of the Company, specific operational duties are allocated among nonrepresentative directors and executed by them. The term of office of a director is one year and directors are elected by vote of the annual general meeting of shareholders. Makino Milling Machine Co., Ltd. is also a company with corporate auditors and with Board of Auditors. As of June 26, 2014, the Company’s Board of Auditors consists of three statutory auditors (one of whom is a full-time corporate auditor), of whom two are outside corporate auditors. The statutory auditors attend meetings of the Board of Directors and make remarks, as necessary, in the course of deliberation on the agenda. Also, the Board of Auditors meets periodically and, in addition to items specified by laws and regulations, deliberates and makes decisions on matters necessary for statutory auditors’ activities, and audits directors’ execution of operational duties from an independent standpoint. 2) Internal control systems and risk management systems At its meeting held on May 1, 2006, the Company’s Board of Directors passed a resolution concerning ”the development of systems necessary to ensure that the execution of duties by directors complies with laws and regulations and the articles of incorporation, and other systems prescribed by the applicable Ordinance of the Ministry of Justice as systems necessary to ensure the properness of operations of a Stock Company (internal control systems)” provided for in Article 348 Paragraph 4 and in Article 362 Paragraph 5 of the Corporation Law. The Company’s internal control systems and risk management systems are described below. Positioning risk management as the basis of systems ensuring properness of execution of duties, the Company is putting in place risk management systems not only for the purpose of managing risks that may cause losses to the Company but also for preventing deviation from laws and regulations and the Articles of Incorporation and for ensuring efficient execution of duties. Directors in charge of operations and departmental heads are responsible for management of usual risks. Risks that the directors or the statutory auditors consider material, and moreover, that they consider should be examined by the Board of Directors are examined, judged and dealt with by the Board of Directors. The Company has formulated internal rules, including the Risk Management Rules in which deviation from laws and regulations and the Articles of Incorporation is provided for as a type of risk, Employment Rules and the Security Export Control Program. The Company is endeavoring to ensure compliance with laws and regulations, rules and norms by raising employee awareness through the provision of training for new employees and periodic and non-periodic training. Regarding the recording of operational activities, records are prepared and retained in accordance with the Rules of the Board of Directors in the case of information on execution of duties of directors and in accordance with the Rules for Formal Approvals in the case of decision-making for routine operations. Subsidiaries are required to report to the Company on their execution of duties and risk situations, as necessary, and the Company’s directors or employees are dispatched as directors of subsidiaries to participate in management and be responsible for oversight. Regarding audit by auditors, as well as reporting on important matters at meetings of the Board of Directors, based on the statutory auditors’ requests directors make reports or hold a meeting with statutory auditors, as necessary. Directors and employees are required to report to statutory auditors without delay concerning any eventuality that may cause significant damage or that caused damage to the Company. In the event that statutory auditors request assistants, the Company selects such assistants based on the discussion with statutory auditors about the number of assistants, positions, affiliation, etc., and secures the consent of the Board of Auditors for treatment of such assistants. In addition, with respect to the system specified by a Cabinet Office Ordinance as necessary for ensuring appropriateness of statements on finance and accounting and other information as set forth in Article 24-4-4, Paragraph 1 of the Financial Instruments and Exchange Law, the Company 3 maintains and manages such system in accordance with the basic framework of internal control as indicated in the” On the Setting of the Standards and Practice Standards for Management Assessment and Audit concerning Internal Control Over Financial Reporting (Council Opinions)” published by the Business Accounting Council. 3) Internal audit and audit by corporate auditors Necessary audits are performed at the Company on the basis of close cooperation between the corporate auditors, the accounting auditor and relevant staff at the Finance Department, the General Affairs Department and the Internal Audit Office. Internal audit on maintenance and management of internal control over financial reporting is conducted by the Internal Audit Office (consists of two members), which is established as an independent organization and directly reports to the President, in cooperation with relevant departments of the Company and its consolidated subsidiaries. Regarding audits by the accounting auditor, necessary coordination such as scheduling is made internally through discussion between the corporate auditors, the Finance Department, the General Affairs Department and the Internal Audit Office. Corporate auditors and the Finance Department periodically exchange views with the accounting auditor and the necessary coordination is made. In addition, corporate auditors witness the audit process, as deemed necessary, to monitor the accounting auditor’s audit proceedings. Regarding audits by auditors, the statutory auditors gather necessary and sufficient information for conducting audits, including the situation of the Company and situations of its subsidiaries and affiliates, on a routine basis through systematic exchanges of views with directors, managerial personnel, key employees, and the accounting auditor of the Company and its subsidiaries and affiliates. Also, statutory auditors receive reports on the accounting auditor’s audit results, and use such information in conducting stringent audits. 4) Accounting audits Certified public accountants engaged in the Company’s accounting audits are Mr. Naruhito Minami and Mr. Makoto Iwabuchi, both of whom are with Gyosei & Co. Assistants engaged in the accounting audits comprise five certified public accountants and four other persons. 5) Relation with outside corporate auditors There are no personal, capital or transactional relations between the Company and its two outside corporate auditors. 4 (2) Compensation paid to directors and corporate auditors The compensation paid to directors and corporate auditors of the Company is as follows: Number of persons Directors Corporate auditors excluding outside corporate auditors Outside corporate auditors 6 Amount of compensation (Millions of yen) 170 1 9 2 34 On Introduction of Measures against Large-scale Purchases of the Company’s Shares (Anti-Takeover Measures) The Company aims to produce reliable products, providing the machine tools and technologies that are most suitable for our customers so that they can manufacture their products efficiently. It is an invaluable asset to the Company to satisfy their demand and to maintain strict confidentiality of them. We believe that we must eliminate large-scale purchases of the shares which will damage this relationship based on trust. The introduction of the Anti-takeover Measures was approved by the shareholders at the Ordinary General Meeting of Shareholders on June 20, 2008 and came into effect. BUSINESS RISKS The Group operates around the world, and the operations are influenced by a range of different factors, the most important of which are as follows: - Changes in global economic conditions: The sales of the Company heavily depend on capital expenditures in the manufacturing industry in Japan, Asia and America. Since the investment appetite of companies is likely to fall more sharply than the general economy, there is the possibility that orders and sales of producer goods will decline rapidly if the global economy slows. - Trends in individual industries: Many of the Company’s products are used in automotive companies. Although trends in capital expenditure in the auto sector are the most stable in the manufacturing industry, they have a very substantial effect on sales of the Company because the capital expenditure, which is large, has a very significant influence on supply and demand in the market for machine tools. Sales in growth industries, including IT and digital home appliances, change sharply every fiscal year because of violent fluctuations in supply and demand. - Exchange rate fluctuations: More than half of the Company’s products are sold overseas. Moreover, we have developed a range of operations overseas. Exchange rates consequently have a significant impact on the sales and income of the Company. - Changes in the supply-demand of parts and raw materials: Machine tools contain many parts and raw materials. If supply of parts and raw materials tightens, prices may rise, and this in turn could influence income. If the needed quality, quantity, and delivery dates are not secured, it could influence production and sales. - Country risk: The Company has made inroads into countries that are modernizing their industries. If unexpected changes occur in the political, economic, or social circumstances in these countries, or if legal regulations are established or tightened, it could affect the sales and income of the Company. FINANCIAL REVIEW Analysis of Financial Position Total assets on a consolidated basis at the end of fiscal 2014 increased by ¥8,714 million from the end of fiscal 2013 to ¥218,499 million. This is primarily attributable to a decrease of ¥13,391 million in cash and time deposits, an increase of ¥5,938 million in notes and accounts receivable, an increase of ¥2,139 million in inventories, an increase of ¥8,282 million in property, plant and equipment and an increase of ¥3,374 million in investment securities. Total liabilities increased by ¥2,133 million from the end of fiscal 2013 to ¥119,253 million. This is primarily attributable to redemption of bonds of ¥10,000 million, an increase of ¥6,244 million in notes and accounts payable and an increase of ¥2,130 million in short-term loans. Moreover, through the application of Accounting Standard for Retirement Benefits and others, net defined benefit liability of ¥2,270 million are included instead of allowance for employees’ retirement benefits (¥740 million at the end of fiscal 2013). Net assets increased by ¥6,580 million from the end of fiscal 2013 to ¥99,246 million, mainly due to an increase of ¥3,412 million in retained earnings, an increase of ¥2,343 million in unrealized gain on availablefor-sale securities and an increase of ¥2,698 million in foreign currency translation adjustments. (Cash Flow) Cash provided by operating activities at the end of fiscal 2014 was ¥8,130 million, principally reflecting ¥5,339 million in income before income taxes, ¥3,961 million in depreciation and amortization, an increase of ¥4,138 million in notes and accounts payable, trade, and an increase of ¥3,631 million in notes and accounts receivable, trade. Cash provided by investing activities was ¥769 million, principally reflecting the effect of ¥12,800 million net decrease in time deposits and ¥11,884 million payment for purchases of property, plant and equipment. Cash used in financing activities was ¥10,418 million. This resulted principally from ¥12,000 million for proceeds from long-term loans payable, ¥12,225 million for repayment of long-term loans payable and ¥10,000 million for redemption of bonds. As a result of the above, cash and cash equivalents on a consolidated basis at the end of fiscal 2014 decreased by ¥591 million from the end of fiscal 2013 to ¥42,638 million. The table below shows trends in cash-flow indicators. 71st term 72nd term 73rd term Term ended Term ended Term ended March 2010 March 2011 March 2012 Shareholders’ equity ratio (%) Shareholders’ equity ratio on a market value basis (%) Ratio of interest-bearing debt to cash flows (%) Interest coverage ratio (times) 47.6 47.0 46.6 42.0 46.7 44.2 18.1 10.4 — 3.4 4.2 — 74th term 75th term Term ended Term ended March 2013 March 2014 Shareholders’ equity ratio (%) Shareholders’ equity ratio on a market value basis (%) Ratio of interest-bearing debt to cash flows (%) Interest coverage ratio (times) 43.8 45.1 30.4 37.0 5.8 8.1 14.0 10.2 Shareholders’ equity ratio: Shareholders’ equity / Total assets Shareholders’ equity ratio on a market value basis: Market capitalization / Total assets Ratio of interest-bearing debt to cash flows: Interest-bearing debt / Cash flows Interest coverage ratio: Cash flows / Interest payment * Each indicator is calculated from consolidated financial data. * Market capitalization is computed based on the number of shares issued, excluding treasury stock. * Cash flows mean cash flows from operating activities. * Interest-bearing debt includes all liabilities bearing interest posted in the consolidated balance sheets. Interest payment is interest paid recorded in the consolidated statements of cash flows. 5 CONSOLIDATED BALANCE SHEETS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries March 31, 2012, 2013 and 2014 US$1=¥102.92 Thousands of dollars Millions of yen 2012 2013 2014 2014 ¥28,935 ¥57,056 ¥43,664 $ 424,251 1,000 1,003 1,004 9,755 Notes and accounts receivable (Notes 2.k, 3 and 5) 31,071 34,450 40,389 392,431 Inventories (Notes 2.f and 6) 49,188 45,331 47,471 461,241 Deferred income taxes (Notes 2.j and 11) 2,032 1,190 1,839 17,868 Other current assets 3,907 3,308 4,122 40,050 (731) (779) 115,404 141,562 137,735 1,338,272 13,183 14,164 17,539 170,413 Long-term loans receivable 626 583 531 5,159 Deferred income taxes (Notes 2.j and 11) 840 1,100 1,638 15,915 5,072 5,083 5,480 53,245 (471) (451) 19,251 20,480 24,738 240,361 Land (Note 8) 14,865 15,090 16,479 160,114 Buildings and structures (Note 8) 51,442 53,626 61,567 598,202 Machinery and equipment 23,977 26,605 30,522 296,560 3,222 3,122 3,208 31,169 166 2,532 818 7,947 93,674 100,978 112,596 1,094,014 Accumulated depreciation (49,968) (53,235) (56,572) (549,669) Total property, plant and equipment 43,706 47,742 56,024 544,345 ¥178,361 ¥209,785 ¥218,499 $2,122,998 ASSETS Current assets: Cash and time deposits (Notes 3 and 15) Marketable securities (Notes 2.e, 3 and 4) Allowance for doubtful accounts (Notes 2.h and 3) Total current assets (756) (7,345) Investments and other assets: Investment securities (Notes 2.e, 3 and 4) Other long-term assets Allowance for doubtful accounts (Notes 2.h and 3) Total investments and other assets (451) (4,382) Property, plant and equipment (Note 2.g): Lease assets (Note 10) Construction in progress Total assets The accompanying notes are an integral part of these statements. 6 US$1=¥102.92 Thousands of dollars Millions of yen LIABILITIES AND NET ASSETS Current liabilities: Notes and accounts payable (Note 3): Trade Other Short-term loans (Notes 3 and 7) Current portion of long-term debt (Notes 2.k, 3, 5, 7 and 8) Short-term lease obligations (Note 7) Accrued expenses Income taxes payable Other current liabilities Total current liabilities Long-term liabilities: Long-term debt (Notes 2.k, 3, 5, 7 and 8) Long-term lease obligations (Note 7) Allowance for employees’ retirement benefits (Notes 2.i, 2.n and 9) Allowance for directors’ and corporate auditors’ retirement benefits (Note 2.i) Deferred income taxes (Notes 2.j and 11) Other long-term liabilities Total long-term liabilities Net assets: Shareholders’ equity Common stock, no par value Authorized:300,000,000 shares Issued :119,944,543 shares as of March 31, 2012, 2013 and 2014 Capital surplus Retained earnings (Note 13) Treasury stock 8,690,111, 8,693,435 and 8,702,060 shares as of March 31, 2012, 2013 and 2014, respectively Total shareholders’ equity Accumulated other comprehensive loss Unrealized gain on available-for-sale securities (Note 2.e) Deferred gains (losses) on hedges (Note 2.k) Foreign currency translation adjustments (Note 2.d) Remeasurements of defined benefit plans (Notes 2.i, 2.n and 9) Total accumulated other comprehensive loss Minority interests Total net assets Total liabilities and net assets 2012 2013 2014 2014 ¥21,896 4,932 4,211 ¥18,173 5,744 5,249 ¥24,418 6,100 7,380 $237,252 59,269 71,706 3,075 497 5,656 819 2,092 43,181 22,209 504 6,822 1,318 2,715 62,738 10,646 432 7,743 763 2,912 60,396 103,439 4,197 75,233 7,413 28,293 586,824 43,172 2,166 46,145 1,768 47,731 1,523 463,767 14,797 499 740 2,270 22,055 31 3,766 1,791 51,429 40 3,799 1,887 54,381 43 4,992 2,293 58,856 417 48,503 22,279 571,861 19,263 19,263 19,263 187,164 32,595 36,887 (4,777) 32,595 41,144 (4,778) 32,595 44,556 (4,785) 316,702 432,918 (46,492) 83,969 88,224 91,630 890,303 5,585 (2) 6,203 20 8,547 (8) 83,045 (77) (6,451) (2,489) 208 2,020 — (869) 649 83,750 ¥178,361 — 3,734 706 92,665 ¥209,785 (1,757) 6,989 626 99,246 ¥218,499 (17,071) 67,907 6,082 964,302 $2,122,998 The accompanying notes are an integral part of these statements. 7 CONSOLIDATED STATEMENTS OF INCOME Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2012, 2013 and 2014 US$1=¥102.92 Thousands of dollars Millions of yen 2012 2013 2014 2014 ¥110,460 ¥126,809 ¥123,896 $1,203,808 81,287 91,763 89,707 871,618 29,172 35,046 34,188 332,180 23,361 26,961 29,277 284,463 5,811 8,084 4,910 47,706 Interest and dividend income 291 251 271 2,633 Interest expense (865) (903) (752) (7,306) Gain on sales of property, plant and equipment 50 62 59 573 Gain on sales of investment securities — — 149 1,447 (56) (34) (58) (563) — — (68) (660) — — (99) (961) (269) (483) 306 2,973 77 653 620 6,024 Income before income taxes 5,039 7,630 5,339 51,875 Income taxes (Notes 2.j and 11) - Current 1,501 1,738 1,161 11,280 Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating income Other income (expenses): Loss on disposal of property, plant and equipment Provision of allowance for doubtful accounts for subsidiaries and affiliates Loss on valuation of stocks of subsidiaries and affiliates Exchange gain (loss), net Other, net - Deferred Income before minority interests (190) (1,846) (229) 662 3,767 5,229 4,368 42,440 68 69 73 709 ¥3,698 ¥5,159 ¥4,294 $41,721 Minority interests in earnings of consolidated subsidiaries Net income Yen Dollars Per share of common stock: Net income - Basic - Diluted Cash dividends applicable to the period The accompanying notes are an integral part of these statements. 8 ¥33.24 ¥46.38 ¥38.60 $0.37 — 46.17 34.17 0.33 8.00 9.00 10.00 0.09 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2012, 2013 and 2014 US$1=¥102.92 Thousands of dollars Millions of yen Income before minority interests 2012 2013 2014 2014 ¥3,767 ¥5,229 ¥4,368 $42,440 1,285 619 2,343 22,765 55 23 (133) 3,963 Other comprehensive income (Note 14): Unrealized gain on available-for-sale securities (Note 2.e) Deferred gains (losses) on hedges (Note 2.k) Foreign currency translation adjustments (Note 2.d) Other comprehensive income Total comprehensive income (29) 2,701 (281) 26,243 1,208 4,606 5,016 48,736 ¥4,975 ¥9,836 ¥9,384 $91,177 4,907 9,763 9,306 90,419 68 72 77 748 ¥4,975 ¥9,836 ¥9,384 $91,177 Total comprehensive income attributable to (Note 14): Owners of the parent Minority interests The accompanying notes are an integral part of these statements. 9 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2012, 2013 and 2014 US$1=¥102.92 Thousands of dollars Millions of yen 2012 2014 2013 2014 Common stock: ¥19,263 19,263 ¥19,263 19,263 ¥19,263 19,263 $187,164 187,164 32,595 32,595 32,595 32,595 32,595 32,595 316,702 316,702 34,099 36,887 41,144 399,766 3,698 5,159 4,294 41,721 (890) (890) (1,112) (10,804) (19) 36,887 (13) 41,144 230 44,556 2,234 432,918 Balance at beginning of year (4,772) (4,777) (4,778) (46,424) Acquisition of treasury stock (4) (4,777) (1) (4,778) (6) (4,785) (58) (46,492) Balance at beginning of year 4,299 5,585 6,203 60,270 Net change during the year 1,285 5,585 618 6,203 2,343 8,547 22,765 83,045 Balance at beginning of year (58) (2) 20 194 Net change during the year 55 (2) 23 20 (29) (8) (281) (77) Balance at beginning of year (6,318) (6,451) (2,489) (24,183) Net change during the year (132) (6,451) 3,961 (2,489) 2,698 208 26,214 2,020 Balance at beginning of year — — Net change during the year — — — — 597 649 52 ¥649 57 ¥706 Balance at beginning of year Balance at end of year Capital surplus: Balance at beginning of year Balance at end of year Retained earnings (Note 13): Balance at beginning of year Net income Cash dividends Other Balance at end of year Treasury stock: Balance at end of year Unrealized gain on available-for-sale securities (Note 2.e): Balance at end of year Deferred gains (losses) on hedges (Note 2.k): Balance at end of year Foreign currency translation adjustments (Note 2.d): Balance at end of year Remeasurements of defined benefit plans (Notes 2.i, 2.n and 9): Balance at end of year — (1,757) (1,757) — (17,071) (17,071) Minority interests: Balance at beginning of year Net change during the year Balance at end of year 10 The accompanying notes are an integral part of these statements. 706 (80) ¥626 6,859 (777) $6,082 CONSOLIDATED STATEMENTS OF CASH FLOWS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2012, 2013 and 2014 US$1=¥102.92 Thousands of dollars Millions of yen 2012 Cash flows from operating activities: Income (loss) before income taxes Adjustments for: Income taxes (paid) refund Depreciation and amortization Amortization of goodwill Gain on sales of marketable securities Increase (decrease) in allowance for directors’ and corporate auditors’ retirement benefits Increase (decrease) in allowance for employees’ retirement benefits Increase (decrease) in allowance for doubtful accounts (Gain) loss on sales of property, plant and equipment Loss on disposal of property, plant and equipment (Increase) decrease in notes and accounts receivable, trade (Increase) decrease in inventories Increase (decrease) in notes and accounts payable, trade Other, net Net cash provided by (used in) operating activities Cash flows from investing activities: (Increase) decrease in time deposits Proceeds from sales of investment securities Purchases of investment securities Purchases of investments in subsidiaries Purchases of property, plant and equipment Proceeds from sales of property, plant and equipment Other, net Net cash provided by (used in) investing activities Cash flows from financing activities: Increase (decrease) in short-term loans, net Repayment of lease obligations Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from issue of bonds Redemption of bonds Purchases of treasury stock Purchases of treasury stock of subsidiaries in consolidation Dividends paid Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period (Notes 2.b and 15) Cash and cash equivalents, end of period (Notes 2.b and 15) 2014 2013 2014 ¥5,339 $51,875 ¥5,039 ¥7,630 (1,769) 3,451 (23) — (1,359) 3,789 (23) — (263) 8 65 (52) (482) (4,683) (276) (50) 56 338 (11,870) (2,526) 1,701 (48) (62) 34 (552) 6,936 (6,298) 2,588 (81) (59) 58 (3,631) 477 4,138 288 (787) (573) 563 (35,279) 4,634 40,205 2,798 (6,126) 12,590 8,130 78,993 82 0 (3) (10) (10,100) 343 72 (12,780) 3 (105) (100) (6,451) 198 (571) 12,800 303 (3) — (11,884) 165 (612) 124,368 2,944 (29) — (115,468) 1,603 (5,946) (9,614) (19,806) 1,909 (866) — (3,000) 10,000 — (4) 553 (496) 12,871 (2,922) 12,000 — (1) 1,542 (477) 12,000 (12,225) — (10,000) (6) 14,982 (4,634) 116,595 (118,781) — (97,162) (58) (14) (885) (14) (887) (139) (1,112) (1,350) (10,804) 7,137 21,101 (10,418) (101,224) (112) (8,715) 1,454 15,341 926 (591) 8,997 (5,742) 36,604 27,888 43,229 420,025 ¥27,888 ¥43,229 ¥42,638 $414,282 (1,707) 3,961 (23) (149) 3 769 (16,585) 38,486 (223) (1,447) 29 7,471 The accompanying notes are an integral part of these statements. 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries 1. Basis of Presenting Financial Statements The accompanying consolidated financial statements of Makino Milling Machine Co., Ltd. (the "Company") have been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Law and its related accounting regulations, and in conformity with accounting principles and practices generally accepted and applied in Japan, which are different in certain respects as to application and disclosure requirements of International Financial Reporting Standards. In preparing the consolidated financial statements, certain reclassifications and rearrangements have been made to the financial statements issued domestically in Japan in order to present these statements in a form, which is more familiar to the readers outside Japan. In addition, the notes to the consolidated financial statements include information, which is not required under generally accepted accounting principles and practices in Japan but is presented herein as additional information. Amounts of less than one million yen have been omitted as permitted under generally accepted accounting principles and practices in Japan. As a result, the totals shown in the accompanying consolidated financial statements (both in yen and dollars) do not necessarily agree with the sum of individual amounts. The United States dollar amounts presented in the accompanying consolidated financial statements are included solely for convenience and are stated, as a matter of arithmetical computation only, at the rate of ¥102.92 = US$1, which was the prevailing exchange rate on March 31, 2014. 2. Summary of Significant Accounting Policies (a) Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries (27 subsidiaries for 2012, 28 for 2013 and 30 for 2014). The significant subsidiaries, which are consolidated with the Company, are listed below: MAKINO ASIA PTE LTD MAKINO INC. MAKINO Europe GmbH MAKINO RESOURCE DEVELOPMENT PTE LTD Makino J Co., Ltd. Makino Denso Co., Ltd. Makino Technical Service Co., Ltd. Kanto Bussan Kaisha, Ltd. Makino Giken Co., Ltd. Makino Logistics Co., Ltd. The remaining subsidiaries (four subsidiaries for 2012, five for 2013 and four for 2014), whose assets, net sales, net income and the underlying net equity of retained earnings in the aggregate are not significant in the consolidated totals, have not been consolidated with the Company. The fiscal year of the consolidated subsidiaries is the same as the Company’s except for some of the subsidiaries (three subsidiaries for 2012, four for 2013 and five for 2014): Makino do Brasil Ltda., Single Source Technologies S. de R.L. de C.V., MAKINO CHINA Co., LTD. and the others, whose fiscal years end on December 31. Significant transactions between January 1 and March 31 are reflected in the consolidated financial statements. The equity method is not applied since the combined net profit and loss and the underlying net equity of retained earnings in the aggregate in the unconsolidated subsidiaries and two affiliates are not significant in the consolidated totals. All significant intercompany accounts and transactions are eliminated in consolidation. The difference between acquisition cost and the underlying net equity at the time of acquisition is amortized evenly over five years. (b) Cash equivalents Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits and certificate of deposits, all of which mature or become due within three months of the date of acquisition. (c) Foreign currency translations All short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the exchange rates at the balance sheet date. The foreign exchange gains and losses from translation are recognized in the consolidated statements of income unless they are hedged by forward exchange contracts. 12 (d) Foreign currency financial statements The balance sheet accounts of the overseas consolidated subsidiaries are translated into Japanese yen at the rates of exchange at the balance sheet date except as to capital, which is translated at the historical rates of exchange at dates of acquisition. The revenue and expense accounts of those subsidiaries are translated into Japanese yen at the average rates of exchange in effect during each fiscal year. Differences arising from translation are shown as “Foreign currency translation adjustments” in the net assets in the accompanying consolidated balance sheets. (e) Marketable securities and investment securities Investments in the unconsolidated subsidiaries and the affiliate are stated at cost. Equity method is not applied as in Note 2(a). Marketable securities and investment securities other than investment securities in the subsidiaries and the affiliate are stated at market value. However, such securities without market value are stated at cost if they are not significantly impaired. The Company credits or charges unrealized gain or loss, net of income taxes, on the above securities to net assets as “Unrealized gain on available-for-sale securities”. The cost of sold securities is calculated using the gross average method. (f) Inventories Finished products and work in process are principally valued at the lower of cost or net realized value, determined by the specific identification method. Raw materials and supplies are stated at the most recent purchase prices. (g) Property, plant, equipment and depreciation Property, plant and equipment, including significant renewals and additions, are carried at cost. The cost of property, plant and equipment retired or otherwise disposed of and accumulated depreciation in respect thereof are eliminated from the related accounts, and the resulting gain or loss is reflected in income. Maintenance and repairs, including minor renewals and improvements, are charged to income as incurred. Depreciation of the Company and the domestic consolidated subsidiaries is mainly computed by the declining balance method using the rates based on estimated useful lives of the assets. Depreciation of the overseas consolidated subsidiaries is computed by the straight-line method. The range of useful lives is principally from 5 to 50 years for buildings and structures and from 3 to 12 years for machinery and equipment. (h) Allowance for doubtful accounts The Group provides for possible losses due to uncollectibility of notes, accounts, loans receivable, etc. based on the Company’s past credit loss experience and management’s estimate. (i) Allowance for employees’ retirement benefits and directors’ and corporate-auditors’ retirement benefits Employees, excluding directors and corporate auditors, of the Company and most of its domestic consolidated subsidiaries are covered by a retirement plan whereby each employee, under most circumstances, upon mandatory retirement at the age of 60 years or earlier termination of employment, is entitled to either a lump sum retirement payment or pension payment based on compensation at the time of retirement and years of service. These employees’ retirement plans are funded. The employees’ retirement benefits are accounted for as the liability for retirement benefits based on projected benefit obligations and plan assets in conformity with the accounting standard for the employees’ retirement benefits. Directors and corporate auditors are not covered by these plans. However, liabilities for directors’ and corporate auditors’ retirement benefits include amounts equal to management’s estimate of the amounts which would be payable to them if they retired at the balance sheet date. Amounts payable to directors and corporate auditors upon retirement are subject to the approval of shareholders. (j) Income taxes Deferred income taxes are recognized applying the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax basis of the assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and some of its consolidated subsidiaries adopted the consolidated taxation system effective from the fiscal year ended March 31, 2013. (k) Hedge accounting The Group uses derivative financial instruments to manage exposures to fluctuations in foreign exchange and interest rates and does not enter into the derivatives for trading or speculative purposes. Forward exchange contracts are used for accounts receivable and payable denominated in foreign currencies. If the 13 contracts meet certain hedging criteria, the hedged items are translated at the contracted rates, and the Group defers recognition of gains and losses resulting from changes in the fair value of the derivatives for future transactions until the related losses and gains on the hedged transactions are recognized. The Group enters into interest rate swap contracts for long-term loans. The swaps which qualify for hedge accounting are not re-measured at market value, but the differential to be paid or received under the swap contracts are accrued and included in interest expense or income (the special hedge accounting short-cut method for interest rate swaps). The Company assesses the effectiveness of the forward exchange contracts by comparing the contracted rate and spot rate at the balance sheet date and expiration date. The effectiveness assessment of the interest rate swaps, however, is not undertaken as they meet the hedging criteria for the special hedge accounting short-cut method. (l) Appropriations of retained earnings Appropriations of retained earnings are accounted for and reflected in the accompanying consolidated financial statements basically when they are approved by the shareholders or resolved by the board of directors. (m) Reclassifications Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current year’s presentation. (n) Retirement benefits The Company applied “Accounting Standard for Retirement Benefits” (ASBJ Standard No. 26 on May 17, 2012) and “Guidance on Accounting Standard for Retirement Benefits” (ASBJ Guidance No.25 on May 17, 2012) from this current fiscal year, except for the provisions as described in paragraph 35 of “Accounting Standard for Retirement Benefits” and paragraph 67 of “Guidance on Accounting Standard for Retirement Benefits”. The Company has recorded the amount of retirement benefit obligations after deducting pension plan assets as defined benefit assets and liabilities and unrecognized actuarial differences and unrecognized past service costs are recorded as defined benefit assets and liabilities. Concerning the application of the Accounting Standard for Retirement Benefits, based on the provisional treatment set out Section 37 of the accounting standards, the effects of such changes in the current fiscal year have been adjusted in remeasurements of defined benefit plans through accumulated other comprehensive loss. As a result, the Company recorded assets and liabilities for retirement benefits of ¥711 million ($6,908 thousand) and ¥2,270 million ($22,055 thousand), respectively as of March 31, 2014, and accumulated other comprehensive income decreased by ¥1,757 million ($17,071 thousand). 3. Financial Instruments (1) Management policy In consideration of plans for capital expenditure, the Group raises funds through loans and bonds. Temporary cash surpluses are invested in low-risk financial assets, and short-term capital is raised through loans. The Group uses derivatives for the purpose of reducing risk and does not enter into derivatives for speculative or trading purposes. (2) Financial instruments and risk management Notes and accounts receivable are exposed to customer credit risk. The Group identifies and reduces risk of bad debt by reviewing the financial positions of major customers and outstanding balances. Notes and accounts receivable denominated in foreign currencies are also exposed to foreign exchange risk. To reduce the risk, the Group enters into forward exchange contracts. The Group holds marketable securities and investment securities, most of which are shares of other companies with which the Group has business relationships, the subsidiaries and the affiliate. Those securities are exposed to market risk, and the Group regularly reviews the fair values of the securities and the financial positions of the issuers. The purpose of loans, bonds and finance leases is mainly to finance capital expenditure. Interest rate swaps are used to avoid interest rate risk from loans with floating interest rates. The Group manages liquidity risk by preparing and updating cash flow plans and maintaining sufficient funds. 14 The amount of financial instruments on the consolidated balance sheets and the fair value are as follows: As of March 31, Millions of yen 2012 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Short-term loans Current portion of long-term loans Bonds Long-term loans Total liabilities Derivatives Fair value ¥28,935 31,071 (731) 30,340 14,081 ¥73,357 ¥28,935 n/a n/a 30,340 14,081 ¥73,357 ¥21,896 4,211 3,075 30,000 13,172 ¥72,356 ¥(4) ¥21,896 4,211 3,075 30,387 13,250 ¥72,820 ¥(4) Difference — n/a n/a — — — — — — 387 77 ¥464 — As of March 31, Millions of yen 2013 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Short-term loans Current portion of bonds Current portion of long-term loans Bonds Bonds with warrant Long-term loans Total liabilities Derivatives Fair value ¥ 57,056 34,450 (779) 33,671 14,965 ¥105,693 ¥ 57,056 n/a n/a 33,671 14,965 ¥105,693 ¥ 18,173 5,249 10,000 12,209 20,000 12,000 14,145 ¥ 91,777 ¥43 ¥ 18,173 5,249 10,000 12,209 20,193 12,000 13,961 ¥ 91,787 ¥43 Difference — n/a n/a — — — — — — — 193 — (184) ¥ 9 — As of March 31, Millions of yen 2014 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Short-term loans Current portion of bonds Current portion of long-term loans Bonds Long-term loans Total liabilities Derivatives Fair value ¥43,664 40,389 (756) 39,633 18,441 ¥101,739 ¥43,664 n/a n/a 39,633 18,441 ¥101,739 ¥24,418 7,380 10,000 646 10,000 25,731 ¥78,176 ¥(19) ¥24,418 7,380 10,000 646 10,045 26,178 ¥78,668 ¥(19) Difference — n/a n/a — — — — — — — 45 446 ¥491 — 15 As of March 31, Thousands of dollars 2014 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Short-term loans Current portion of bonds Current portion of long-term loans Bonds Long-term loans Total liabilities Derivatives Fair value $424,251 392,431 (7,345) 385,085 179,178 $988,525 $424,251 n/a n/a 385,085 179,178 $988,525 $237,252 71,706 97,162 6,276 97,162 250,009 $759,580 $(184) $237,252 71,706 97,162 6,276 97,600 254,352 $764,360 $(184) Difference — n/a n/a — — — — — — — 437 4,333 $4,770 — 4. Marketable Securities and Investment Securities Marketable securities and investment securities quoted at an exchange as of March 31, 2012, 2013 and 2014 As of March 31, Millions of yen 2012 Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total Amount on balance sheet Difference ¥3,427 — ¥3,427 ¥12,198 — ¥12,198 ¥8,771 — ¥8,771 ¥ 974 20 ¥ 994 ¥4,422 ¥882 17 ¥900 ¥13,099 ¥(91) (2) ¥(94) ¥8,677 As of March 31, Millions of yen 2013 Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total 16 Amount on balance sheet Difference ¥4,333 122 ¥4,455 ¥13,810 123 ¥13,933 ¥9,476 0 ¥9,477 ¥70 — ¥70 ¥4,526 ¥49 — ¥49 ¥13,983 ¥(20) — ¥(20) ¥9,456 As of March 31, Millions of yen 2014 Amount on balance sheet Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total Difference ¥4,232 122 ¥4,354 ¥17,323 122 ¥17,446 ¥13,091 0 ¥13,091 16 — ¥ 16 ¥4,371 ¥11 — ¥11 ¥17,458 ¥(4) — ¥(4) ¥13,086 ¥ As of March 31, Thousands of dollars 2014 Amount on balance sheet Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total Difference $41,119 1,185 $42,304 $168,315 1,185 $169,510 $127,195 0 $127,195 $155 — $155 $42,469 $106 — $106 $169,626 $(38) — $(38) $127,147 5. Derivative Financial Instruments (1) Derivatives to which hedge accounting is not applied (a) Currency related As of March 31, Millions of yen 2012 Contracted amount Forward exchange contracts Sales contracts US$ Total ¥452 ¥452 Contracted amount over one year Fair value — — Unrealized gain (loss) — — — — As of March 31, Millions of yen 2013 Contracted amount Forward exchange contracts Sales contracts US$ Total ¥517 ¥517 Contracted amount over one year — — Fair value Unrealized gain (loss) — — — — 17 As of March 31, Millions of yen 2014 Contracted amount Forward exchange contracts Sales contracts US$ Purchase contracts ¥ Total Contracted amount over one year Fair value Unrealized gain (loss) ¥566 — — — ¥ 15 ¥582 — — (0) (0) (0) (0) As of March 31, Thousands of dollars 2014 Contracted amount Forward exchange contracts Sales contracts US$ Purchase contracts ¥ Total Contracted amount over one year Fair value Unrealized gain (loss) $5,499 — — — $ 145 $5,654 — — (0) (0) (0) (0) (2) Derivatives to which hedge accounting is applied (a) Currency related As of March 31, Millions of yen 2012 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Principle method Forward exchange contracts Sales contracts Euro Total Hedged item Account receivable Account receivable Account receivable Contracted amount Contracted amount over one year Fair value ¥5,092 — ¥(214) 2,140 — (91) 1,989 791 (4) ¥9,222 ¥791 ¥(309) As of March 31, Millions of yen 2013 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Principle method Forward exchange contracts Sales contracts Euro Total 18 Hedged item Account receivable Account receivable Account receivable Contracted amount Contracted amount over one year Fair value ¥5,737 — ¥(482) 1,815 — (109) 1,056 18 43 ¥8,609 ¥18 ¥(548) As of March 31, Millions of yen 2014 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Principle method Forward exchange contracts Sales contracts Euro Total Hedged item Account receivable Account receivable Account receivable Contracted amount Contracted amount over one year Fair value ¥5,556 — ¥(48) 2,359 — (36) 1,190 19 (19) ¥9,106 ¥19 ¥(104) As of March 31, Thousands of dollars 2014 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Principle method Forward exchange contracts Sales contracts Euro Total Hedged item Account receivable Account receivable Account receivable Contracted amount Contracted amount over one year Fair value $53,983 — $(466) 22,920 — (349) 11,562 184 (184) $88,476 $184 $(1,010) (b) Interest related As of March 31, Millions of yen 2012 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Long-term loans Contracted amount Contracted amount over one year Fair value ¥14,621 ¥12,271 * ¥14,621 ¥12,271 * As of March 31, Millions of yen 2013 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Long-term loans Contracted amount Contracted amount over one year Fair value ¥20,971 ¥11,465 * ¥20,971 ¥11,465 * 19 As of March 31, Millions of yen 2014 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Contracted amount Long-term loans Contracted amount over one year Fair value ¥14,600 ¥14,403 * ¥14,600 ¥14,403 * As of March 31, Thousands of dollars 2014 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Contracted amount Long-term loans Contracted amount over one year Fair value $141,857 $139,943 * $141,857 $139,943 * * Interest rate swaps are accounted for as part of long-term loans. Therefore the fair value of the swaps is included in the fair value of the underlying long-term loans. 6. Inventories Inventories as of March 31, 2012, 2013 and 2014 comprise the following: As of March 31, Thousands of dollars Millions of yen 2012 ¥16,115 14,652 18,420 ¥49,188 Finished products Work in process Raw material and supplies Total 2013 ¥15,938 10,403 18,989 ¥45,331 2014 ¥14,384 11,837 21,248 ¥47,471 2014 $139,759 115,011 206,451 $461,241 7. Short-term and Long-term Debts and Lease Obligations As of March 31, 2014, the Company has delayed draw term loan agreements in the aggregate principal amount of up to ¥10,000 million ($97,162 thousand). No amounts were drawn under the agreements. The table below shows information on short-term and long-term debts and lease obligations: As of March 31, Interest rate Short-term loans Current portion of long-term loans 1.37* 1.78* Long-term loans less current portion 0.85* Yen unsecured bonds Yen unsecured bonds Yen unsecured bonds Euro-yen convertible bonds 1.70 1.73 1.00 — Short-term lease obligations — Long-term lease obligations — Date of maturity as of March 31, 2014 — — from June 30, 2015 to March 31, 2020 July 26, 2013 March 19, 2015 October 17, 2016 March 19, 2018 — from April 30, 2015 to October 31, 2028 * the weighted average interest rate as of March 31, 2014 20 Thousands of dollars Millions of yen 2012 ¥4,211 3,075 2013 ¥5,249 12,209 2014 ¥7,380 646 2014 $71,706 6,276 ¥13,172 ¥14,145 ¥25,731 $250,009 10,000 10,000 10,000 — 10,000 10,000 10,000 12,000 — 10,000 10,000 12,000 — 97,162 97,162 116,595 ¥497 ¥504 ¥432 $4,197 2,166 1,768 1,523 14,797 The aggregate annual maturities of long-term debt and lease obligations subsequent to March 31, 2014 are as follows: Year ending March 31, 2015 2016 2017 2018 2019 Long-term debt Thousands of Millions of yen dollars ¥10,646 4,059 11,443 20,492 10,256 Lease obligations Thousands of Millions of yen dollars $103,439 39,438 111,183 199,106 99,650 ¥432 332 244 152 98 $4,197 3,225 2,370 1,476 952 8. Pledged assets and secured liabilities Pledged assets and secured liabilities are as follows: Industrial Foundations As of March 31, Thousands of dollars Millions of yen Lands Buildings and others Total 2012 ¥203 4,018 ¥4,221 2014 2013 ¥203 3,928 ¥4,132 2014 — — — — — — Current-portion of long-term loans ¥1,820 ¥8,807 — 8,807 5,800 — Long-term loans ¥14,607 — ¥10,627 Total Total maximum amount of revolving mortgage as of March 31, 2012 and 2013 is ¥1,030 million ($10,007 thousand). — — — 9. Employees’ Retirement Benefits The Company and its domestic consolidated subsidiaries have defined benefit pension plans, which consist of a benefit plan provided under the Welfare Pension Insurance Law of Japan, a corporate pension plan and a lump-sum payment plan as well as defined contribution pension plans. Some of the overseas consolidated subsidiaries have defined contribution plans as well as defined benefit plans. (1) The multi-employer pension plan under which required contributions are accounted for as benefit costs (a) Funded status As of March 31, Thousands of dollars Millions of yen Fair value of plan assets Benefit obligation Net amount 2011 ¥105,046 132,729 ¥(27,683) 2012 ¥104,458 132,612 ¥(28,154) 2013 ¥116,171 140,708 ¥(24,537) 2013 $1,128,750 1,367,158 $(238,408) (b) The Group’s proportion of the contributions to the aggregate pension contributions As of March 31, 2011 7.86% The Group’s proportion 2012 8.36% 2013 8.45% (2) The liability (asset) for employees’ retirement benefits As of March 31, Millions of yen Projected benefit obligation Fair value of plan assets Unrecognized actuarial loss Unrecognized prior service cost Prepaid pension cost Allowance for employees’ retirement benefits 2012 ¥14,746 (11,928) (3,991) 215 1,458 ¥499 2013 ¥15,924 (13,664) (2,746) 156 1,070 ¥(740) 21 (3) The components of net periodic benefit costs Year ended March 31, Millions of yen 2012 ¥478 408 (375) 571 (74) 545 13 168 ¥1,735 Service cost Interest cost Expected return on plan assets Amortization of unrecognized actuarial loss Amortization of unrecognized prior service cost Contribution for Welfare Pension Insurance Fund Extra retirement benefit and others Contribution for defined contribution pension plan Net periodic benefit costs 2013 ¥490 404 (373) 585 (75) 541 0 169 ¥1,742 (4) Assumptions used in accounting for the plans Year ended March 31, Period allocation method for estimated retirement benefits Discount rate Expected rate of return on plan assets Amortization of prior service cost Recognition period of actuarial gain/loss 2012 Mainly straight-line Mainly 2.0% Mainly 2.0% Mainly 10 years Mainly 10 years 2013 Mainly straight-line Mainly 2.0% Mainly 2.0% Mainly 10 years Mainly 10 years (5) Reconciliation of changes in retirement benefit obligation Year ended March 31, Thousands of Millions of yen dollars Balance at beginning of year Service cost Interest cost Actuarial loss Benefits paid Other Balance at end of year 2014 ¥15,880 475 430 33 (744) 539 ¥16,614 2014 $154,294 4,615 4,178 320 (7,228) 5,237 $161,426 (6) Reconciliation of changes in pension assets Year ended March 31, Thousands of Millions of yen dollars Balance at beginning of year Expected return on pension assets Actuarial loss Contributions by employer Benefits paid Other Balance at end of year 2014 ¥13,664 397 826 646 (699) 268 ¥15,104 2014 $132,763 3,857 8,025 6,276 (6,791) 2,603 $146,754 (7) Reconciliation of changes in retirement benefit liabilities using a simplified method Year ended March 31, Thousands of dollars Millions of yen Balance at beginning of year Periodic benefit cost Benefits paid Balance at end of year 22 2014 ¥43 10 (5) ¥48 2014 $417 97 (48) $466 (8) Reconciliation of the defined benefit obligations and pension assets to the liabilities and assets for retirement benefits recognized on the consolidated balance sheet As of March 31, Thousands of Millions of yen dollars Funded benefit obligations Pension assets Unfunded defined benefit obligations Net amount of liabilities and assets recognized on consolidated balance sheet Retirement benefit liabilities Retirement benefit assets Net amount of liabilities and assets recognized on consolidated balance sheet 2014 ¥16,029 (15,104) 924 634 2014 $155,742 (146,754) 8,977 6,160 1,558 15,137 2,270 (711) 22,055 (6,908) ¥1,558 $15,137 (9) The profits and losses related to retirement benefits Year ended March 31, Thousands of Millions of yen dollars Service cost Interest cost Expected return on plan assets Actuarial loss recognized in the year Past service cost recognized in the year Periodic benefit cost in simplified method Net periodic benefit costs of retirement benefit plan 2014 ¥475 430 (397) 403 (79) 10 2014 $4,615 4,178 (3,857) 3,915 (767) 97 ¥843 $8,190 (10) Remeasurements of defined benefit plans before related tax effects Year ended March 31, Thousands of dollars Millions of yen Unrecognized past service cost Unrecognized actuarial loss Total 2014 ¥(220) ¥2,410 ¥2,189 2014 $(2,137) $23,416 $21,268 (11) The breakdown of pension assets by major category as of March 31, 2014 As of March 31, Stocks Bonds Insurance assets Other Total 2014 45.4% 31.6% 13.1% 9.9% 100.0% (12) Assumptions used in accounting for the plans in the year ended March 31, 2014 Year ended March 31, Discount rate Long-term expected rate of return on plan assets 2014 Mainly 2.0% Mainly 1.5% (13) Defined contribution plans The amount to be paid by the Company and its consolidated subsidiaries to the defined contribution plans was ¥657 million ($6,383 thousand) for the year ended March 31, 2014. 23 10. Leases Lease assets accounted for as finance leases are depreciated using the same methods applied to the tangible fixed assets which the Company owns, except for those not accompanying the transfer of ownership, which are depreciated to residual value of zero by the straight-line method over the lease terms. Note that finance leases not accompanying the transfer of ownership which commenced before March 31, 2008 continue to be accounted for as operating leases in accordance with accounting principles and practices generally accepted in Japan. A summary of assumed amounts of acquisition cost which includes interest portion, accumulated depreciation and net book value of those leases as of March 31, 2012, 2013 and 2014 is as follows: As of March 31, Thousands of dollars Millions of yen Acquisition cost Accumulated depreciation Net book value 2012 ¥736 639 ¥ 97 2013 ¥250 236 ¥ 14 2014 2014 — — — — — — Future lease payments, including interest portion, subsequent to March 31, 2012, 2013 and 2014 for finance leases accounted for as operating leases are as follows: Thousands of dollars Millions of yen Due within one year Due after one year Total 2012 ¥82 14 ¥97 2013 ¥14 — ¥14 2014 2014 — — — — — — Lease payments, including interest portion, for finance leases accounted for as operating leases are as follows: Year ended March 31, Thousands of dollars Millions of yen Lease payments Equivalent of depreciation expense 2012 ¥229 ¥229 2013 ¥82 ¥82 2014 ¥14 ¥14 2014 $136 $136 Future lease payments, including interest portion, subsequent to March 31, 2012, 2013 and 2014 for non-cancelable operating leases are as follows: Thousands of dollars Millions of yen Due within one year Due after one year Total 24 2012 ¥ 687 3,689 ¥4,376 2013 ¥1,198 3,392 ¥4,591 2014 ¥ 675 3,023 ¥3,698 2014 $ 6,558 29,372 $35,930 11. Income Taxes Breakdown of deferred tax assets and deferred tax liabilities by their main occurrence causes is as follows: Year ended March 31, Thousands of dollars Millions of yen 2012 Deferred tax assets: Tax loss carry forward Accrued expenses Directors’ and corporate auditors’ retirement benefits Valuation loss on investment securities Long-term accounts payable Employees’ retirement benefits Other Subtotal Valuation allowance Deferred tax assets Deferred tax liabilities: Unrealized gain on available-for-sale securities Prepaid pension cost Tax depreciation over book Other Deferred tax liabilities Net deferred tax assets (liabilities) 2014 2013 2014 ¥6,344 996 ¥5,776 1,207 ¥6,647 1,258 $64,584 12,223 11 14 16 155 740 323 33 1,145 9,595 (6,589) ¥3,006 740 318 134 1,148 9,341 (6,907) ¥2,434 703 318 614 1,124 10,681 (7,073) ¥3,608 6,830 3,089 5,965 10,921 103,779 (68,723) $35,056 ¥(3,099) ¥(3,257) ¥(4,538) $(44,092) (449) (300) (51) (3,900) ¥(894) (312) (325) (46) (3,942) ¥(1,508) (186) (362) (34) (5,122) ¥(1,514) (1,807) (3,517) (330) (49,766) $(14,710) Reconciliation between the statutory and effective tax rates is as follows: Year ended March 31, Statutory tax rate Valuation allowance Difference in statutory tax rates for subsidiaries Other Effective tax rate 2012 40.6% (6.5) (11.1) 2.2 25.2% 2013 38.0% 4.2 (9.7) (1.0) 31.5% 2014 38.0% (12.3) (8.4) 0.9 18.2% Special Corporation Tax for Reconstruction was abolished on April 1, 2014 under the “Act on Partial Revision of the Income Tax Act, etc.” promulgated on March 31, 2014. As a result, the statutory tax rate changed from 37.96% to 35.58% applied to temporary differences expected to reverse in the year ending March 31, 2015. The change resulted in a decrease in net deferred tax assets and an increase in income tax-deferred of ¥50 million ($485 thousand) each. 12. Research and Development Costs Research and development costs are as follows: Year ended March 31, Thousands of dollars Millions of yen Research and development costs 2012 ¥4,795 2013 ¥4,854 2014 ¥5,018 2014 $48,756 25 13. Retained Earnings and per Share Data In accordance with the Japanese Corporation Law, dividends and the related appropriations of retained earnings may be approved by the shareholders or resolved by the board of directors after the end of each fiscal year. The dividends and the related appropriations of retained earnings are not reflected in the financial statements at the end of such fiscal years but recorded at the time they are approved or become effective. However, dividends per share shown in the accompanying consolidated statements of income are included in the periods to which they are applicable. Net income (loss) per share is based on the weighted average number of shares of common stock outstanding during each period. Cash dividends per share are based on cash dividends declared as applicable to the respective periods. A summary of information regarding dividends is as follows: (1) Dividends paid in the year ended March 31, 2012 Resolution General shareholders’ meeting (June 23, 2011) Board of directors (October 31, 2011) Class of shares Amount of dividends Dividend per share Funds for dividends Common stock Common stock ¥ 445 million $4,323 thousand ¥ 445 million $4,323 thousand ¥4.00 $0.03 ¥4.00 $0.03 Retained March 31, 2011 June 24, 2011 earnings Retained September 30, 2011 December 5, 2011 earnings Record date Effective date (2) Dividends in respect of the year ended March 31, 2012 which become payable after the balance sheet date Resolution General shareholders’ meeting (June 22, 2012) Class of shares Amount of dividends Dividend per share Funds for dividends Record date Effective date Common stock ¥ 445 million $4,323 thousand ¥4.00 $0.03 Retained earnings March 31, 2012 June 25, 2012 Record date Effective date (3) Dividends paid in the year ended March 31, 2013 Resolution General shareholders’ meeting (June 22, 2012) Board of directors (October 31, 2012) Class of shares Amount of dividends Dividend per share Funds for dividends Common stock Common stock ¥ 445 million $4,323 thousand ¥ 445 million $4,323 thousand ¥4.00 $0.03 ¥4.00 $0.03 Retained March 31, 2012 June 25, 2012 earnings Retained September 30, 2012 December 5, 2012 earnings (4) Dividends in respect of the year ended March 31, 2013 which become payable after the balance sheet date Resolution General shareholders’ meeting (June 21, 2013) Class of shares Amount of dividends Dividend per share Funds for dividends Record date Effective date Common stock ¥ 556 million $5,402 thousand ¥5.00 $0.04 Retained earnings March 31, 2013 June 24, 2013 Record date Effective date (5) Dividends paid in the year ended March 31, 2014 Resolution General shareholders’ meeting (June 21, 2013) Board of directors (October 31, 2013) Class of shares Amount of dividends Dividend per share Funds for dividends Common stock Common stock ¥ 556 million $5,402 thousand ¥ 556 million $5,402 thousand ¥5.00 $0.04 ¥5.00 $0.04 Retained March 31, 2013 June 24, 2013 earnings Retained September 30, 2013 December 5, 2013 earnings (6) Dividends in respect of the year ended March 31, 2014 which become payable after the balance sheet date Resolution General shareholders’ meeting (June 25, 2014) 26 Class of shares Amount of dividends Dividend per share Funds for dividends Record date Effective date Common stock ¥ 556 million $5,402 thousand ¥5.00 $0.04 Retained earnings March 31, 2014 June 26, 2014 14. Comprehensive Income Reclassification adjustments and tax effects relating to components of other comprehensive income are as follows: Year ended March 31, Thousands of dollars Millions of yen 2012 Unrealized gain on available-for-sale securities: Gains arising during the period Reclassification adjustment Tax effect Unrealized gain on available-for-sale securities Deferred gains on hedges: Gains arising during the period Tax effect Deferred gains on hedges Foreign currency translation adjustments: Adjustments arising during the period Other comprehensive income 2014 2013 2014 ¥1,392 (5) (101) ¥777 — (157) ¥3,778 (153) (1,281) $36,708 (1,486) (12,446) ¥1,285 ¥619 ¥2,343 $22,765 88 (32) ¥55 36 (13) ¥ 23 (46) 17 ¥(29) (446) 165 $(281) (133) ¥3,963 ¥2,701 $26,243 ¥1,208 ¥4,606 ¥5,016 $48,736 15. Cash and Cash Equivalents Reconciliation of cash and time deposits on the consolidated balance sheets to cash and cash equivalents on the consolidated statements of cash flows is as follows: As of March 31, Thousands of dollars Millions of yen Cash and time deposits Marketable securities Subtotal Time deposits with maturities over three months Cash and cash equivalents 2012 ¥28,935 1,000 29,935 (2,047) ¥27,888 2013 ¥57,056 1,003 58,060 (14,830) ¥43,229 2014 ¥43,664 1,004 44,669 (2,031) ¥42,638 2014 $424,251 9,755 434,016 (19,733) $414,282 16. Segment Information (1) Reportable segment information The Group’s reportable segments are defined as individual units where independent financial information is available and which are subject to regular review by the board of directors to evaluate their results and decide the allocation of management resources. The reportable segments are summarized as follows: Reportable segment I is a segment for which Makino Milling Machine Co., Ltd. and its subsidiaries in Japan are responsible. Its main areas are Japan, the Republic of Korea, China, Oceania, Russia, Norway, the United Kingdom, and all other areas not included in reportable segments II, III or IV. Reportable segment II is a segment for which MAKINO ASIA PTE LTD (Singapore) is responsible. Its main areas are China, ASEAN and India. Reportable segment III is a segment for which MAKINO INC. (Mason, Ohio, the United States of America) is responsible. It covers all countries in North and South America. Reportable segment IV is a segment for which MAKINO Europe GmbH (Hamburg, Germany) is responsible. It covers all countries in the European continent except Norway. The accounting policies on the reportable segments are consistent with those presented in Note 2. Income for each reportable segment denotes operating income, and intersegments are based on market prices in general. 27 Year ended March 31, 2012 (Millions of yen) I Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure II ¥48,911 35,030 83,941 ¥1,660 ¥149,487 2,753 0 ¥9,372 ¥25,731 6,454 32,185 ¥2,225 ¥28,605 489 — ¥1,218 III Total IV ¥26,762 177 26,939 ¥1,645 ¥22,267 129 — ¥149 ¥9,056 124 9,180 ¥127 ¥8,974 101 — ¥232 Year ended March 31, 2013 (Millions of yen) I Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure II ¥44,394 44,014 88,409 ¥3,378 ¥168,775 3,074 0 ¥5,446 ¥36,846 6,071 42,917 ¥3,215 ¥34,557 517 — ¥1,454 III Total IV ¥34,934 197 35,131 ¥1,569 ¥26,133 78 — ¥126 ¥10,633 165 10,798 ¥141 ¥10,319 103 — ¥42 Year ended March 31, 2014 II ¥42,838 35,986 78,825 ¥2,039 ¥167,212 3,056 0 ¥10,270 ¥25,838 7,348 33,187 ¥1,274 ¥37,045 634 — ¥1,890 III Total IV ¥41,443 243 41,687 ¥1,938 ¥31,603 189 — ¥166 ¥13,775 133 13,909 ¥257 ¥13,518 129 — ¥48 Year ended March 31, 2014 Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure ¥126,809 50,448 177,257 ¥8,304 ¥239,786 3,774 0 ¥7,070 (Millions of yen) I Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure ¥110,460 41,785 152,246 ¥5,658 ¥209,334 3,474 0 ¥10,971 ¥123,896 43,712 167,608 ¥5,511 ¥249,379 4,010 0 ¥12,377 (Thousands of dollars) I II III IV Total $416,226 349,650 765,886 $19,811 $1,624,679 29,692 0 $99,786 $251,049 71,395 322,454 $12,378 $359,939 6,160 — $18,363 $402,671 2,361 405,042 $18,830 $307,063 1,836 — $1,612 $133,841 1,292 135,143 $2,497 $131,344 1,253 — $466 $1,203,808 424,718 1,628,527 $53,546 $2,423,037 38,962 0 $120,258 Reconciliation of reportable segment information to consolidated financial statements Year ended March 31, Thousands of dollars Millions of yen Net sales Elimination Consolidated net sales 28 2012 ¥152,246 (41,785) ¥110,460 2013 ¥177,257 (50,448) ¥126,809 2014 ¥167,608 (43,712) ¥123,896 2014 $1,628,527 (424,718) $1,203,808 Year ended March 31, Thousands of dollars Millions of yen Segment income Elimination Consolidated operating income 2012 ¥5,658 152 ¥5,811 2013 ¥8,304 (219) ¥8,084 2014 ¥5,511 (600) ¥4,910 2014 $53,546 (5,829) $47,706 Year ended March 31, Thousands of dollars Millions of yen Segment assets Elimination Consolidated total assets 2012 ¥209,334 (30,973) ¥178,361 2013 ¥239,786 (30,000) ¥209,785 2014 ¥249,379 (30,879) ¥218,499 2014 $2,423,037 (300,029) $2,122,998 Year ended March 31, Thousands of dollars Millions of yen Depreciation and amortization Elimination Amount on consolidated financial statements 2012 ¥3,474 (25) ¥3,449 2013 ¥3,774 (22) ¥3,752 2014 ¥4,010 (2) ¥4,007 2014 $38,962 (19) $38,933 Year ended March 31, Thousands of dollars Millions of yen Capital expenditure Elimination Amount on consolidated financial statements 2012 ¥10,971 — ¥10,971 2013 ¥7,070 — ¥7,070 2014 ¥12,377 (24) ¥12,352 2014 $120,258 (233) $120,015 (4) Geographical information Year ended March 31, Thousands of dollars Millions of yen 2012 Sales by destination Japan USA Americas, excluding USA China Asia, excluding China Europe Other Total ¥30,759 22,791 3,573 23,545 18,303 9,730 1,755 ¥110,460 2013 2014 ¥32,577 28,116 5,174 30,142 15,415 13,111 2,271 ¥126,809 ¥34,781 31,530 9,188 16,098 15,169 15,405 1,721 ¥123,896 2014 $337,942 306,354 89,273 156,412 147,386 149,679 16,721 $1,203,808 Year ended March 31, Thousands of dollars Millions of yen 2012 Property, Plant and equipment Japan Americas Asia Europe Total ¥34,321 1,387 6,342 1,655 ¥43,706 2013 ¥36,449 1,497 8,040 1,755 ¥47,742 2014 ¥43,158 1,581 9,306 1,978 ¥56,024 2014 $419,335 15,361 90,419 19,218 $544,345 29 17. Quarterly Net Income per Share Quarterly net income per share is as follows: Net income (loss) per share - Basic Yen Three months ended June 30 September 30 December 31 March 31 30 2012 ¥(0.82) 14.02 6.47 13.57 2013 ¥(2.77) 32.04 8.81 8.31 Dollars 2014 ¥(13.88) 6.61 7.98 37.89 2014 $(0.13) 0.06 0.07 0.36 31 32 BOARD OF DIRECTORS AND CORPORATE AUDITORS President Executive Vice President, Director Vice President, Director Vice President, Director Vice President, Director Vice President, Director Director Director Director Corporate Auditor Corporate Auditor Corporate Auditor Jiro Makino Shun Makino Tatsuaki Aiba Shingo Suzuki Yasuyuki Tamura Toshiyuki Nagano Shinji Koike Shinichi Inoue Ichiro Terato Eiji Fukui Kazuo Hiruta Jiro Nakashima As of June 26, 2014 CORPORATE DATA Makino Milling Machine Co., Ltd. Date of Foundation May 1, 1937 Paid-in Capital ¥19,263 million Activities Manufacture, sale and export of machine tools Head Office 3-19, Nakane 2-chome, Meguro-ku, Tokyo 152-8578, Japan Phone : +81-3-3717-1151 Fax : +81-3-3725-2105 Research Laboratory Atsugi (Kanagawa) Domestic Works Atsugi (Kanagawa), Fuji-Katsuyama (Yamanashi) Overseas Works MAKINO ASIA PTE LTD (Singapore) MAKINO CHINA CO., LTD (China) MAKINO INDIA PRIVATE LIMITED (India) Sales & Service Offices Tokyo, Osaka, Nagoya and 14 other offices Overseas Sales & Service Offices USA, Germany, Singapore, Korea, China, India and others Consolidated Subsidiaries See page 12. As of June 30, 2014 33 3-19, Nakane 2-chome, Meguro-ku, Tokyo 152-8578, Japan Phone : +81-3-3717-1151 Fax : +81-3-3725-2105 URL : http://www.makino.co.jp/ Printed in Japan