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 June 2010

Commission File Number: 1-07294

 

 

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):                  

 

 

 


Table of Contents

Information furnished on this form:

EXHIBITS

Exhibit Number

 

1.

Convocation Notice for the 120th Ordinary General Meeting of Shareholders (Wednesday, June 2, 2010)


Table of Contents

(Translation)

 

To: Shareholders   June 2, 2010

CONVOCATION NOTICE FOR

THE 120th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Sirs:

Notice is hereby given that the 120th Ordinary General Meeting of Shareholders of Kubota Corporation will be held as described hereunder. Your attendance is respectfully requested.

 

Date and Time:    10:00 a.m. on Friday, June 18, 2010
Place:    Convention Hall of Kubota Corporation
   2-47, Shikitsuhigashi 1-chome, Naniwa-ku Osaka, Japan

Matters for which the meeting is held:

Matters to be reported:

 

  1. Business report for the 120th period, the consolidated financial statements and the non-consolidated financial statements for the 120th period (from April 1, 2009 to March 31, 2010)

 

  2. The results of the audits of the consolidated financial statements by the Independent Auditors and by the Board of Corporate Auditors

Matters requiring resolutions:

1st Subject for Discussion:

Matters concerning election of 8 Directors

2nd Subject for Discussion:

Matters concerning bonus payments for Directors

If you are unable to attend the meeting, the Company cordially requests that you study the referential materials annexed hereto, indicate your approval or disapproval of the proposals on the enclosed form of the voting exercise card with your signature thereon and return it to us.

When you attend the meeting, please present the enclosed form of the voting exercise card at the reception desk of the meeting. Early arrival will be recommended because the reception desk will be crowded at the opening time of the meeting.

If the Company amends the referential materials for the matters to be reported, the Company will release amendments of them on its website. URL; http://www.kubota.co.jp/ir/english/sh_info/convocation/index_open.html

 

Yours very truly,

LOGO

Yasuo Masumoto
Representative Director, President & CEO
KUBOTA CORPORATION
2-47, Shikitsuhigashi 1-chome,
Naniwa-ku Osaka, 556-8601 JAPAN

 

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REFERENTIAL MATERIALS FOR EXERCISE OF VOTING RIGHTS

1. Subjects for discussion and referential materials

1st Subject for discussion:

Matters concerning election of 8 Directors

The term of office of all 8 Directors of Kubota Corporation will expire at the conclusion of the 120th Ordinary General Meeting of Shareholders. Among the 8 candidates for Directors, Messrs. Yuzuru Mizuno and Kan Trakulhoon are candidates for outside Directors.

The candidates for Directors are as follows:

 

     

Name (Birthday)

  

Number of Company
Shares Owned

  

Current Positions and Brief Occupational History

(including important concurrent offices)

1    Yasuo Masumoto    38,000 Shares    Representative Director, President & CEO of Kubota Corporation
   (April 21, 1947)         
         January 2009;    Representative Director, President & CEO of Kubota Corporation (to present)
         April 2008;    Executive Vice President and Director of Kubota Corporation
         April 2007;    In charge of Tokyo Head Office, General Manager of Water, Environment & Infrastructure Consolidated Division, General Manager of Tokyo Head Office, General Manager of Production Control Headquarters in Water, Environment & Infrastructure Consolidated Division, General Manager of Coordination Dept. in Water, Environment & Infrastructure Consolidated Division
         April, 2006;    Executive Managing Director of Kubota Corporation
         April 2005;    Deputy General Manager of Industrial & Material Systems Consolidated Division
         January 2005;    In charge of Quality Assurance & Manufacturing Promotion Dept.
         June 2004;    General Manager of Purchasing Dept. in Industrial & Material Systems Consolidated Division
         April 2004;    Managing Director of Kubota Corporation, In charge of Manufacturing Planning & Promotion Dept.
         April 2003;    General Manager of Production Control Headquarters in Industrial & Material Systems Consolidated Division
         June 2002;    Director of Kubota Corporation
         October 2001;    General Manager of Farm Machinery Division
         April 1971;    Joined Kubota Corporation
2   

Daisuke Hatakake

(June 29, 1941)

   83,000 Shares    Chairman of the Board of Directors of Kubota Corporation
         June 2009;    Chairman of the Board of Directors of Kubota Corporation (to present)
         January 2009;    Representative Director, Chairman of the Board of Directors of Kubota Corporation
         April 2003;    President and Representative Director of Kubota Corporation
         June 2002;    General Manager of Corporate Compliance Headquarters
         June 2001;    Managing Director of Kubota Corporation, In charge of Corporate Planning & Control Dept., Finance & Accounting Dept., Corporate Information Systems Planning Dept. (assistant)
         August 2000;    In charge of PV Business Planning & Promotion Dept.
         June 2000;    In charge of Compliance Auditing Dept., Business Alliance Dept. (assistant), Corporate Information Systems Planning Dept. (assistant), General Manager of Corporate Planning & Control Dept.
         June 1999;    Director of Kubota Corporation
         December 1998;    General Manager of Corporate Planning & Control Dept.
         April 1964;    Joined Kubota Corporation

 

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3    Moriya Hayashi (May 7, 1944)    42,000 Shares    Vice Chairman of the Board of Directors of Kubota Corporation
         January 2009;    Vice Chairman of the Board of Directors of Kubota Corporation (to present)
         April 2006;    Executive Vice President and Representative Director of Kubota Corporation
         April 2004;    General Manager of Farm & Industrial Machinery Consolidated Division
         April 2004;    Executive Managing Director of Kubota Corporation
         April 2003;    Managing Director of Kubota Corporation, General Manager of Tractor Division
         January 2002;    General Manager of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division
         October 2001;    Deputy General Manager of Tractor Division
         June 2001;    Director of Kubota Corporation
         June 1999;    President of Kubota Tractor Corporation
         April 1969;    Joined Kubota Corporation
4    Hirokazu Nara (October 2, 1948)    26,000 Shares    Representative Director and Senior Managing Executive Officer of Kubota Corporation, General Manager of Water & Environment Systems Consolidated Division
         April 2009;    General Manager of Water & Environment Systems Consolidated Division (to present)
         April 2009;    Representative Director and Senior Managing Executive Officer of Kubota Corporation (to present)
         April 2007;    In charge of Corporate Staff Section (assistant)
         April 2007;    Managing Director of Kubota Corporation
         October 2005;    In charge of Corporate Planning & Control Dept.
         June 2005;    In charge of Air Condition Equipment Division, Septic Tanks Division, Housing & Building Materials Business Coordination Dept., PV Business Planning & Promotion Dept., Finance & Accounting Dept. General Manager of Corporate Planning & Control Dept.
         June 2005;    Director of Kubota Corporation,
         April 2005;    In charge of Air Condition Equipment Division (assistant), Septic Tanks Division (assistant), Housing & Building Materials Business Coordination Dept. (assistant), PV Business Planning & Promotion Dept. (assistant), Finance & Accounting Dept. (assistant) and General Manager of Corporate Planning & Control Dept.
         April 2003;    General Manager of Corporate Planning & Control Dept.
         April 1971;    Joined Kubota Corporation

 

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5   

Tetsuji Tomita

(March 6, 1950)

   20,000 Shares    Representative Director and Senior Managing Executive Officer of Kubota Corporation, General Manager of Farm & Industrial Machinery Consolidated Division, General Manager of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division
         April 2009;    Representative Director and Senior Managing Executive Officer of Kubota Corporation (to present)
         January 2009;    General Manager of Farm & Industrial Machinery Consolidated Division, General Manager of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division (to present)
         April 2008;    Managing Director of Kubota Corporation
         June 2005;    Director of Kubota Corporation
         April 2004;    President of Kubota Tractor Corporation
         April 1973;    Joined Kubota Corporation
6   

Satoru Sakamoto

(July 18, 1952)

   16,000 Shares    Director and Executive Managing Officer of Kubota Corporation, In charge of Corporate Planning & Control Dept. and Finance & Accounting Dept.
         April 2009;    In charge of Corporate Planning & Control Dept. and Finance & Accounting Dept. (to present)
         April 2009;    Director and Executive Managing Officer of Kubota Corporation (to present)
         June 2006;    Director of Kubota Corporation
         April 2006;   

General Manager of Air Condition Equipment Division and

President of Kubota Air Conditioner, Ltd.

         October 2005;   

Deputy General Manager of Air Condition Equipment Division and

Director of Kubota Air Conditioner, Ltd.

         April 2003;    General Manager of Planning Dept. in Ductile Iron Pipe Division
         April 1976;    Joined Kubota Corporation
7   

Yuzuru Mizuno

(January 21, 1948)

   15,000 Shares    Director of Kubota Corporation, Executive Vice President of Matsushita Real Estate Co., Ltd.
         June 2009;    Director of Kubota Corporation (to present)
         July 2008:    Executive Vice President of Matsushita Real Estate Co., Ltd. (to present)
         June 2005:    Corporate Auditor of Kubota Corporation
         July 2004:    Executive Director of Matsushita Electric Industrial Co., Ltd., In charge of Corporate Finance & Investor Relations
         February 2004:    Director (non full-time) of Nippon Otis Elevator Company
         October 2000:    President (non full-time) of Panasonic Finance (Japan) Co., Ltd.
         October 2000:    General Manager of Corporate Finance Dept. of Matsushita Electric Industrial Co., Ltd.
         June 1998:    Managing Director of Matsushita Industrial Corporation Sdn. Bhd.
         December 1995:    General Manager of Accounting Dept. in Compressor Division of Matsushita Electric Industrial Co., Ltd.
         April 1970:    Joined Matsushita Electric Industrial Co., Ltd. (subsequently, Panasonic Corporation)

 

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8   

Kan Trakulhoon

(May 15, 1955)

   0 Shares    Director of Kubota Corporation, President and CEO, Siam Cement Group (SCG)
         June 2009;    Director of Kubota Corporation (to present)
         January 2006:    President and CEO, Siam Cement Group (SCG) (to present)
         July 2004:    Executive Vice President of The Siam Cement Plc.
         January 2003:    Vice President of The Siam Cement Plc.
         January 1999:    President of Cementhai Ceramics Co., Ltd.
         June 1977:    Joined The Siam Cement Plc.

Notes:

 

  1. No conflict of interest exists between Kubota Corporation and the above candidates for Directors.

 

  2. Mr. Yuzuru Mizuno is a candidate for outside Director and has adequate experience and considerable insight as a professional in corporate accounting, finance and overseas business operations for a long time. In addition, he had assumed office as a Corporate Auditor of Kubota Corporation for four years. Kubota Corporation considers that he could give advice on corporate management and strategy from a wide-ranging viewpoint and experience.

He has assumed office as an outside Director for one year at the end of the 120th ordinary general meeting of shareholders.

 

  3. Mr. Kan Trakulhoon is a candidate for outside Director and has adequate experience and considerable insight as executive management of Siam Cement Group (SCG), flagship conglomerate in Thailand. Kubota Corporation considers that he could give advice on corporate management and strategy, including overseas business expansion, from a wide-ranging viewpoint and experience.

SCG, of which Mr. Kan Trakulhoon is assuming office as President, is a partner of two subsidiaries in Thailand, namely The Siam Kubota Industry Co., Ltd. and Siam Kubota Tractors Co., Ltd.

He has assumed office as an outside Director for one year at the end of the 120th ordinary general meeting of shareholders.

2nd Subject for discussion:

Matters concerning bonus payments for Directors

Kubota Corporation will pay Directors’ bonuses (¥46.7 million) for 6 Directors (excluding outside Directors) at the end of the fiscal year ended March 31, 2010, in consideration of results of operations for the fiscal year ended March 31, 2010.

Kubota Corporation asks shareholders to entrust the amount of bonuses for each Director to the Board of Directors.

End of documents

 

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REFERENTIAL MATERIALS FOR THE MATTERS TO BE REPORTED

Business Report for the 120th Period

(from April 1, 2009 to March 31, 2010)

I. Item of Overview of Operations

(1) Review of Operations

1) General Condition of Kubota Corporation and its subsidiaries

For the year ended March 31, 2010, revenues and profit of Kubota Corporation and subsidiaries (hereinafter, the “Company”) substantially decreased from the prior year affected by severe global economic slowdown and stronger yen than the prior year. The business in Asia outside Japan expanded on the background of steady expansion of agricultural machinery markets. However, business in North America and Europe was in severe operating climate due to sluggish demand. Domestic business was dull as a whole due to shrinkage of demand affected by sluggish economy and ongoing deflation.

For the year ended March 31, 2010, revenues of the Company decreased ¥176.8 billion (16.0%), to ¥930.6 billion from the prior year. Although revenues in Asia outside Japan increased, revenues in North America, Europe and Japan decreased. The ratio of overseas revenues to consolidated revenues was 46.1 %, decreased 4.3 % from the prior year.

Operating income decreased ¥33.1 billion (32.2 %), to ¥69.7 billion from the prior year. Operating income in Farm & Industrial Machinery substantially decreased due to declined revenues in North America and Europe, and the appreciation of the yen. On the other hand, operating income in Water & Environment Systems sharply increased due to price declines of raw materials and absent of recorded losses related to the Anti-Monopoly Law in the prior year. Operating income in Social Infrastructure largely decreased affected by decreased capital spending, while operating income in Other increased.

Income before income taxes and equity in net income of affiliated companies decreased ¥9.8 billion (11.7 %), to ¥73.5 billion. Other income (expenses) improved due to turn from foreign exchange loss into foreign exchange gain and a decrease in valuation loss on other investment, while operating income decreased. Income taxes were ¥26.0 billion (representing an effective tax rate of 35.4 %), and equity in net income of affiliated companies was ¥0.4 billion. Accordingly, net income decreased ¥6.8 billion (12.5 %), to ¥47.9 billion. After deducting ¥5.6 billion of net income attributable to the noncontrolling interests, net income attributable to Kubota Corporation was ¥42.3 billion, ¥5.7 billion (11.9 %) lower than the corresponding period in the prior year.

2) Review of Operations by Reporting Segments

(a) Farm & Industrial Machinery

Revenues in Farm & Industrial Machinery were ¥616.7 billion, 18.3 % lower than the prior year, comprising 66.2 % of consolidated revenues. Domestic revenues decreased 2.3 %, to ¥229.6 billion, and overseas revenues decreased 25.5 %, to ¥387.1 billion. This segment comprises farm equipment, engines and construction machinery.

In the domestic market, demand for farm equipment in the first half of the year under review was sluggish on the background of decreased off-farm income resulting from economic slump and uncertainty over the agricultural policy of government. On the other hand, demand for farm equipment in the latter half of the year under review was brisk due to implementation of governmental subsidy for leasing agricultural machinery. On the other contrary, market condition of construction machinery remained severe with lack of recovery of investment in construction. In this circumstance, the Company actively introduced new products and implemented promotional sales activity, and sales of tractors and farm machinery increased. However, sales of engine and construction machinery decreased substantially.

In overseas markets, sales of tractors largely decreased. In Asia outside Japan, although tractor sales were steady in terms of quantity, sales of tractors decreased affected by the appreciation of the yen. Moreover, sales of tractors in North America and Europe decreased substantially due to a stagnation of the markets and the appreciation of the yen. Sales of construction machinery and engines decreased substantially owing to sharp decline of demand in North America and Europe. On the other hand, sales of combine harvesters and rice transplanters increased owing to significant increase in sales in China and Thailand.

 

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(b) Water & Environment Systems

Revenues in Water & Environment Systems decreased 4.8 %, to ¥222.9 billion from the prior year, comprising 24.0 % of consolidated revenues. Domestic revenues decreased 9.0 %, to ¥198.1 billion, and overseas revenues increased 49.1 %, to ¥24.9 billion. This segment comprises pipe-related products (ductile iron pipes, plastic pipes, valves, and other products) and environment-related products (environmental control plants, pumps and other products).

In the domestic market, sales of pipe-related products such as ductile iron pipes and plastic pipes decreased due to shrinkage of public investments and sluggish demand in housing market. Sales of environment-related products also decreased from the prior year mainly due to decrease in sales of waste engineering products.

In overseas markets, export sales of ductile iron pipes to the Middle East favorably increased and sales of valves and pumps also increased steadily.

(c) Social Infrastructure

Revenues in Social Infrastructure decreased 26.8 %, to ¥63.3 billion from the prior year, comprising 6.8 % of consolidated revenues. Domestic revenues decreased 28.3 %, to ¥47.0 billion, and overseas revenues decreased 22.1 %, to ¥16.3 billion. This segment consists of industrial castings, spiral welded steel pipes, vending machines, electronic equipped machinery, and air-conditioning equipment.

In the domestic market, sales of all products in this segment, primarily industrial castings and spiral welded steel pipes, decreased affected by substantial declines in capital spending. In overseas markets, sales of industrial castings largely decreased.

(d) Other

Revenues in Other decreased 14.3 %, to ¥27.7 billion from the prior year, comprising 3.0 % of consolidated revenues. Domestic revenues decreased 12.7 %, to ¥26.9 billion, and overseas revenues decreased 47.9 %, to ¥0.8 billion. This segment comprises construction, services and other businesses.

Sales of construction decreased due to sluggish investment in construction and sales in other businesses in this segment largely decreased.

[The Company adopted the FASB Accounting Standards Codification (ASC) 810, “Consolidation”. Upon this adoption, “Net income” presented in the consolidated financial statements until the year ended March 31, 2009 was renamed “Net income attributable to Kubota Corporation” to conform to ASC 810.

The Company adopted ASC 280, “Segments Reporting”. Upon this adoption, the Company reclassified its reporting segments from previously classified segments of Internal Combustion Engine and Machinery; Pipes, Valves, and Industrial Castings; Environmental Engineering; and Other to Farm & Industrial Machinery; Water & Environment Systems; Social Infrastructure; and Other.]

Revenues by Reporting Segment

 

     Revenues
(in billions of yen*)
   Percentage
Change
    Percentage of
total Revenues
 

Farm & Industrial Machinery

   616.7    (18.3 )%    66.2

Water & Environment Systems

   222.9    (4.8   24.0   

Social Infrastructure

   63.3    (26.8   6.8   

Other

   27.7    (14.3   3.0   
                 

Total

   930.6    (16.0   100.0   

 

(*) The amounts have been rounded off to the nearest ¥0.1 billion.

3) Capital Expenditures

The Company made capital expenditures totaling ¥26.0 billion during the fiscal year under review, including investments for information technology and sales expansions.

4) Financing

Funds for capital expenditures were obtained mainly from the Company’s internal resources. On the other hand, funds for an increase in finance receivables were obtained mainly from borrowings.

 

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(2) Priority Policies

The Company will implement the following measures in order to achieve medium- to long-term growth amid the difficult business environment.

(1) Management Emphasizing the Front-line of Business with Focus on technology and manufacturing Capabilities

Bolstering the capabilities for developing technologies and manufacturing proficiency that are fundamental aspects of a manufacturer is essential to prevail against increasingly fierce global competition. The Company will identify the types of technologies it should possess from a medium- to long-term standpoint, and put in place structures that will provide the proper framework for manufacturing to promote globalization. Through this effort, the Company will implement management emphasizing the front-lines of business with focus on technology and manufacturing capabilities.

(2) Enhancement of CSR Management

The sustainable growth and development of the Company requires not only continual improvements to earning capacity but also ceaseless contributions to the development of society and conservation of the global environment. From this standpoint, the Company is implementing the following measures to further strengthen its CSR management.

 

   

Through such actions as implementing measures to counter global warming, giving greater consideration to recycling of resources, and developing products and technologies that help conserve the environment, the Company will raise the level of its environmental protection activities, and bolster measures to reduce the load on the global environment.

 

   

To adapt to the rapid globalization of business and other developments, the Company will pursue “diversity management,” and proactively utilize a wide range of human resources varying in such aspects as gender, age and nationality.

 

   

The Company will conduct assiduous risk management for financial reporting, quality control, environmental conservation, fair trade, compliance, and other functions that are a fundamental part of corporate activity, and will improve the quality of operational processes through the establishment and strengthening of internal controls.

(3) Improvement of Capabilities to Respond to Fluctuations in the Global Economy

With the rapid growth of its overseas business, the impact on the Company resulting from trends in the global economy, fluctuations in exchange rates, and other factors has become exceedingly large. Establishing a business structure that will allow for a flexible and rapid response to changes in the global business environment has become an important issue for the Company.

Expansion of overseas production and the appropriate placement of production facilities are necessary to strengthen the Company’s ability to respond to fluctuations in the global economy. The Company have already proactively established new production facilities and expanded existing plants mainly in Southeast Asia, and going forward will pursue a program for optimal placement of production facilities on a worldwide scale. The Company will also actively work to strengthen ties between production facilities, and standardize production methods and other aspects of manufacturing.

Globalization of procurement is another important measure in terms of lessening the impact from fluctuations in exchange rates, and strengthening competitiveness. There is still ample room for expansion of global purchasing. The Company will pursue optimization of purchasing together with the optimization of production.

Thorough cost reduction is essential to secure profit in a business environment where expanding sales is difficult. The Company will continue to move forward, with nothing sacred, in implementing its systematic and comprehensive cost reduction program.

 

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(4) Acceleration of Globalization

The Company will continue to devote management resources to its overseas business operations and accelerate their expansion particularly in Asia outside Japan.

Specifically, the Company will utilize the products and technologies of the Water & Environment Systems segment in a comprehensive manner in pursuit of overseas business development. The global market for water and the environmental businesses is expected to grow considerably, and is forecast to expand particularly rapidly in China and other areas of Asia outside Japan. The Company will work with passion and spirit to develop new markets without falling behind the pace of market growth.

In the Farm & Industrial Machinery segment, the Company will focus on expansion in the Asian farm equipment business outside Japan, which has considerable growth potential. The Company will dynamically implement a range of measures to expand sales regions, enhance sales networks, diversify its product lineup, and increase local production. The Company will also establish the Kubota brand as the leading manufacturer of agricultural machinery in the Asian market, and aim to be a corporation that contributes to the resolution of food problems in Asia outside Japan.

(5) Issues upon which the Company should Implement Countermeasures

(Actions for the health hazard of asbestos)

The Company will continuously cope with this issue faithfully from the view point of Corporate Social Responsibility as one of manufacturers that once manufactured asbestos-containing products.

Initiatives to date

 

   

Relief payment

Kubota Corporation has established “Relief Payment System for the Asbestos-Related Patients and the Family Members of the Deceased near the Former Kanzaki Plant” on April 17, 2006 and paid the relief payments to 191 parties up to March 31, 2010.

 

   

Actions for Medical support for asbestos-related diseases

The Company has paid contributions to Hyogo College of Medicine and Osaka Medical Center for Cancer and Cardiovascular Diseases for the purpose of medical treatment and research of asbestos-related diseases, which was allocated for the fiscal year ended March 31, 2010.

The global economy appears to have emerged from its crisis situation, but as the recovery remains weak, a strong sense of uncertainty persists regarding the future. The Company, amid this difficult business environment, will steadily implement the measures outlined above in order to seek long-term growth and development, and an increase in its enterprise value.

We thank all its shareholders for their continued support.

 

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(3) The financial position and the results of operations

1) Consolidated Financial Summary

 

Year (Period)

   Year ended
March  31,
2007
(117th)
   Year ended
March  31,
2008
(118th)
   Year ended
March  31,
2009
(119th)
   Year ended
March  31,
2010
(120th)

Revenues (in billions of yen)

   1,127.5    1,154.6    1,107.5    930.6

Operating income (in billions of yen)

   130.3    136.9    102.8    69.7

Income before income taxes and equity in net income of affiliated companies (in billions of yen)

   131.6    122.6    83.3    73.5

Net income attributable to Kubota Corporation (in billions of yen)

   76.5    68.0    48.1    42.3

Net income attributable to Kubota Corporation per common share (in yen) (Basic)

   59.01    52.80    37.68    33.28

Total assets (in billions of yen)

   1,502.5    1,464.3    1,385.8    1,409.0

Equity (in billions of yen)

   695.7    691.3    616.2    671.6

Kubota Corporation shareholders’ equity (in billions of yen)

   659.6    648.1    578.3    626.4

Kubota Corporation shareholders’ equity per common share (in yen)

   510.75    506.09    454.60    492.51

Notes:

 

1. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

2. From the fiscal year ended March 31, 2010, the Company adopted ASC 810, “Consolidation”. Upon the adoption of ASC 810, the company changed the name of “Net income” to “Net income attributable to Kubota Corporation”. Amounts in the prior consolidated financial statements have been reclassified or adjusted to conform to the current presentation.

 

3. Net income attributable to Kubota Corporation per common share is calculated based on the weighted average number of outstanding common shares for the period. Shareholders’ equity per common share is calculated based on the number of outstanding common shares at the end of the period. These per common share amounts have been calculated after deducting the number of shares of treasury stock.

 

4. Kubota Corporation shareholders’ equity per common share is calculated based on total amount of Kubota Corporation shareholders’ equity in consolidated balance sheets.

 

5. The amounts have been rounded off to the nearest ¥0.1 billion except per common share amounts and per common share amounts have been rounded off to the nearest Yen.

 

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2) Financial Summary (Non-consolidated)

 

Year (Period)

   Year ended
March  31,
2007
(117th)
   Year ended
March  31,
2008
(118th)
   Year ended
March  31,
2009
(119th)
   Year ended
March  31,
2010
(120th)

Net sales (in billions of yen)

   694.9    685.4    643.0    540.4

Operating income (in billions of yen)

   72.5    61.9    27.8    25.6

Ordinary income (in billions of yen)

   78.6    64.3    25.6    37.4

Net income (in billions of yen)

   43.3    32.9    3.8    29.2

Net income per common share (in yen) (Basic)

   33.46    25.53    3.01    23.02

Total assets (in billions of yen)

   906.9    814.8    736.4    744.1

Net assets (in billions of yen)

   492.3    459.9    409.0    432.0

Net assets per common share (in yen)

   381.12    359.06    321.47    339.59

Notes:

 

1. Net income per common share is calculated based on the weighted average number of outstanding common shares for the period. Net assets per common share are calculated based on the number of outstanding common shares at the end of the period. These per common share amounts have been calculated after deducting the number of shares of treasury stock.

 

2. The amounts have been rounded down to the nearest ¥0.1 billion except per common share amounts and per common share amounts have been rounded down to the nearest Yen.

 

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(4) Main Subsidiaries and Affiliated Companies (As of March 31, 2010)

 

Name

 

Issued capital

  Percentage of
voting  shares
   

Major operations

(Subsidiaries)

     

1       

  Kubota Credit Co., Ltd.   ¥0.3 billion   66.8

[15.1

  

  Retail financing to purchasers of farm equipment, construction machinery and related products in Japan

2       

  Kubota-C.I. Co., Ltd.   ¥3.0 billion   70.0      Manufacturing and sales of plastic pipes and fittings

3       

  Kubota U.S.A., Inc.   US$167 million   100.0      Administration of subsidiaries in the U.S.A.

4       

  Kubota Tractor Corporation   US$37 million   90.0

[90.0

  

  Sales of tractors, small-sized construction machinery and related products in the U.S.A.

5       

  Kubota Credit Corporation   US$8 million   100.0

[90.0

  

  Retail financing to purchasers of tractors, construction machinery and related products in the U.S.A.

6       

  Kubota Manufacturing of America Corporation   US$10 million   100.0

[100.0

  

  Manufacturing and sales of small-sized tractors, lawn mowers and utility vehicles

7       

  Kubota Industrial Equipment Corporation   US$20 million   100.0

[100.0

  

  Manufacturing and sales of implements for tractors

8       

  Kubota Engine America Corporation   US$10 million   90.0

[90.0

  

  Sales, engineering and after-sales service of engines, engine parts and engine accessories

9       

  Kubota Canada Ltd.   Can$6 million   80.0      Sales of tractors, engines, small-sized construction machinery and other machinery in Canada

10     

  Kubota Metal Corporation   Can$15 million   100.0      Manufacturing and sales of cast steel products in North America, mainly in Canada

11     

  Kubota Europe S.A.S.   EUR11 million   73.8      Sales of tractors, engines and small-sized construction machinery in Europe, mainly in France

12     

  Kubota Baumaschinen GmbH   EUR14 million   100.0      Manufacturing and sales of small-sized construction machinery in Europe, mainly in Germany

13     

  Kubota (Deutschland) GmbH   EUR3 million   80.0      Sales of tractors, tillers, engines and other machinery in Germany

14     

  Kubota (U.K.) Limited   £2 million   60.0      Sales of tractors, tillers, engines, small-sized construction machinery and other machinery in the U.K. and Ireland

15     

  Kubota Agricultural Machinery (Suzhou) Co., Ltd.   RMB 170 million   90.0      Manufacturing and sales of combine harvesters and rice transplanters and parts in China

16     

  The Siam Kubota Industry Co., Ltd.   333 million bahts   60.0      Manufacturing and sales of diesel engines and power tillers, and sales of tractors and other machinery in Southeast Asia, mainly in Thailand

17     

  Siam Kubota Tractor Co., Ltd.   2,110 million bahts   60.0      Manufacturing and sales of tractors and combine harvesters in Thailand

(Affiliated Company)

     

1       

  Kubota Matsushitadenko Exterior Works Co., Ltd.   ¥8.0 billion   50.0      Manufacturing and sales of roofing and siding materials

Notes:

 

1. Figures inside [    ] represents ratio of indirect holding shares to total shares of each subsidiary, which is included in total percentage of voting shares described above [    ].
2. The number of subsidiaries for the year under review is 105 (including above 17 companies), a decrease of 6 companies from the prior year. The number of affiliated companies for the year under review is 19 (including above one company), a decrease of 4 companies from the prior year.
3. Consolidated financial results of fiscal year ended March 31, 2010 are described in “I. Item of Overview of Operations, (1) Review of Operations”.

 

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Table of Contents

(5) Main Line of Business (As of March 31, 2010)

The Company is conducting its businesses in four fields: “Farm & Industrial Machinery”, “Water & Environment Systems”, “Social Infrastructure” and “Other”.

Farm & Industrial Machinery

 

Farm equipment    Tractors, Tillers, Power tillers, Combine harvesters, Reaper binders, Harvesters, Rice transplanters
Ancillary tools and Implements for Agriculture    Implements, Attachments, Rice dryers, Mower, Vegetable production Equipment, Multipurpose warehouse, Rice mill, Electric scooter, Automatic rice cooker and other equipment for agricultural use
Farm facilities    Cooperative facilities for rice drying and rice seedling, Gardening facilities, Cooperative separating facilities for fruits and vegetables, Rice mill plant
Outdoor power equipment    Lawn and garden equipment, Lawn mower, Utility vehicle
Engines    Engines (for farming, construction, industrial machinery and generators)
Construction machinery    Mini excavators, Wheel loaders, Carriers, Tractor shovels, Welders, Generators and other construction machinery related products

Water & Environment Systems

 

Pipe-related products    Ductile iron pipes, Plastic pipes (Unplasticized polyvinyl chloride pipe, Polyethylene pipe, Plastic lining steel pipe, Fittings and accessories), Valves (for water supply and sewerage systems, etc.), Small scale hydraulic power generating facility, Cast-iron drainage pipe, Single stack drain fitting
Environment- related products    Waste water treatment equipments and plants, Water purification facilities, Sludge incineration and melting plants, Membrane Solutions (Submerged membrane systems for night-soil and wastewater purification, Membrane methane fermentation unit), Waste shredding, sorting and recycling plants, Waste incinerating and melting plants, Night-soil treatment plants, Pumps (Furnishing and commissioning of pumping equipment for water supply, sewerage, irrigation and various fields), Johkasou systems (Septic Tanks), Bathtubs

Social Infrastructure

 

Industrial castings    Reformer tubes, Hearth roll, G-Columns, G-Pile, Rolls for steel mills, Ceramics, TXAX (friction materials)
Steel pipes    Spiral welded steel pipes (Steel pipe pile, Steel pipe sheet pile)
Vending machines    Vending machines (for drinks, cigarettes and tickets)
Electronic equipped machinery    Scales, Weighing and measuring control system, CAD systems, Printing and vending machine for tickets

Air-conditioning

equipment

   Air-conditioning equipment

Other

 

Design and construction of water supply and sewerage systems, engineering works and architecture, Services, Roofing and siding materials

 

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(6) Main domestic Offices and Factories (As of March 31, 2010)

 

   

Name

 

Location

Offices  

Head Office

Tokyo Head Office

Hokkaido Regional Office

Tohoku Regional Office

Chubu Regional Office

Chugoku Regional Office

Shikoku Regional Office

Kyusyu Regional Office

Hanshin Office

Okajima Business Center

Kyuhoji Business Center

Farm & Industrial Machinery Higashi-Nihon Office

Farm & Industrial Machinery Nishi-Nihon Office

Yokohama Branch

 

Osaka [Osaka]

Chuo-ku [Tokyo]

Sapporo [Hokkaido]

Sendai [Miyagi]

Nagoya [Aichi]

Hiroshima [Hiroshima]

Takamatsu [Kagawa]

Fukuoka [Fukuoka]

Amagasaki [Hyogo]

Osaka [Osaka]

Yao [Osaka]

Saitama [Saitama]

Amagasaki [Hyogo]

Yokohama [Kanagawa]

Plants  

Hanshin Plant

Keiyo Plant

Hirakata Plant

Shiga Plant

Ryugasaki Plant

Sakai Plant

Utsunomiya Plant

Tsukuba Plant

Sakai-Rinkai Plant

 

Amagasaki [Hyogo]

Funabashi and Ichikawa [Chiba]

Hirakata [Osaka]

Konan [Shiga]

Ryugasaki [Ibaraki]

Sakai [Osaka]

Utsunomiya [Tochigi]

Tsukubamirai [Ibaraki]

Sakai [Osaka]

Main subsidiaries and affiliated companies (Location)

 

Farm & Industrial Machinery

28 domestic sales companies of farm equipment

Kubota Agri East Japan Corporation (Saitama, Japan)

Kubota Agri West Japan Corporation (Amagasaki, Japan)

Kubota Kenki Japan Corporation (Amagasaki, Japan)

Kubota Credit Co., Ltd. (Osaka, Japan)

Kubota Farm & Industrial Machinery Service Ltd. (Sakai, Japan)

Kubota U.S.A., Inc. (U.S.A.)

Kubota Tractor Corporation (U.S.A.)

Kubota Credit Corporation U.S.A. (U.S.A.)

Kubota Manufacturing of America Corporation (U.S.A.)

Kubota Industrial Equipment Corporation (U.S.A.)

Kubota Engine America Corporation (U.S.A.)

Kubota Canada Ltd. (Canada)

Kubota Europe S.A.S. (France)

Kubota Baumaschinen GmbH (Germany)

Kubota (Deutschland) GmbH (Germany)

Kubota (U.K.) Ltd. (U.K.)

Kubota Agricultural Machinery (Suzhou) Co., Ltd. (China)

The Siam Kubota Industry Co., Ltd. (Thailand)

Siam Kubota Tractor Co., Ltd. (Thailand)

Water & Environment Systems

Kubota-C.I. Co., Ltd. (Osaka, Japan)

Nippon Plastic Industry Co., Ltd. (Komaki, Japan)

Kubota Environmental Service Co., Ltd. (Taito-ku, Tokyo, Japan)

Social Infrastructure

Kubota Metal Corporation (Canada)

Kubota Air Conditioner, Ltd. (Chuo-ku, Tokyo, Japan)

Other

Kubota Construction Co., Ltd. (Osaka, Japan)

Kubota Matsushitadenko Exterior Works, Ltd. (Osaka, Japan)

 

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(7) Employees (As of March 31, 2010)

 

     Number of
employees
   Change from
previous  period

Consolidated:

   24,778    -362

Non-consolidated:

   9,379    -532

(8) Main Financing Bank (As of March 31, 2010)

 

Name

   Balance of the loan

Sumitomo Mitsui Banking Corporation

   ¥ 74.0 billion

Mizuho Corporate Bank, Ltd.

   ¥ 43.5 billion

 

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Table of Contents

II. Item on Shares of Kubota Corporation

(1) Stock Data (As of March 31, 2010)

1) Total number of Authorized Common Shares:

   1,874,700,000 shares

2) Total number of Common Shares Outstanding:

   1,285,919,180 shares
  

(including 13,703,896 shares of treasury stock)

3) Number of Shareholders:

   48,714

4) Number of shares constituting one full unit of shares of Kubota Corporation shall be one thousand.

5) Principal Shareholders (Top 10)

 

Name

   Number of Shares
(thousand of  shares)
   Percentage of Issued Shares(*1)

Japan Trustee Services Bank, Ltd.

   167,920    13.19

The Master Trust Bank of Japan, Ltd.

   112,539    8.84

Nippon Life Insurance Company

   76,720    6.03

Meiji Yasuda Life Insurance Company

   60,723    4.77

Sumitomo Mitsui Banking Corporation

   45,006    3.53

Mizuho Corporate Bank, Ltd.

   40,851    3.21

Moxley & Co.

   31,180    2.45

Sumitomo Life Insurance Company

   24,780    1.94

Trust & Custody Service Bank, Ltd.

   22,841    1.79

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

   20,173    1.58

Notes:

 

1. (*1) Percentage of issued shares is calculated excluding treasury stock on March 31, 2010.
2. The number of shares owned by Japan Trustee Services Bank, Ltd. includes 22,982 thousand shares held by Sumitomo Trust and Banking Co., Ltd. Retirement Benefit Trust Account.

(2) Purchase, sale and possession of treasury stock (As of March 31, 2010)

1) Total amount of shares purchased during this fiscal year

Total amount of shares purchased less than the minimum unit:

 

Total number of shares acquired:      233,603 common shares
Total amount of shares acquired:      ¥190,917,541

2) Total amount of shares sold less than the minimum unit during this fiscal year

 

Total number of shares sold:      5,673 common shares
Total amount of shares sold:      ¥3,763,836

 

3) Total number of treasury stock on March 31, 2010:       13,703,896 of common shares
(Total number of treasury stock on March 31, 2009:       13,475,966 of common shares)

 

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III. Item of Directors and Corporate Auditors of Kubota Corporation

(1) Name of Directors and Corporate Auditors (As of March 31, 2010)

 

Title

  

Name

  

Responsibilities and important concurrent offices

Representative Director, President & CEO

   Yasuo Masumoto   

Chairman of the Board of Directors

   Daisuke Hatakake   

Vice Chairman of the Board of Directors

   Moriya Hayashi   

Representative Director and Senior Managing Executive Officer

   Hirokazu Nara    General Manager of Water & Environment Systems Consolidated Division

Representative Director and Senior Managing Executive Officer

   Tetsuji Tomita   

General Manager of Farm & Industrial Machinery Consolidated Division,

General Manager of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division

Director and Executive Managing Officer

   Satoru Sakamoto    In charge of Corporate Planning & Control Dept. and Finance & Accounting Dept.

Director

   Yuzuru Mizuno*    Representative Director and Executive Vice President of Matsushita Real Estate Co., Ltd.

Director

   Kan Trakulhoon*    President and CEO of Siam Cement Group

Corporate Auditor

   Yoshiharu Nishiguchi    Full-time

Corporate Auditor

   Toshihiro Fukuda*    Full-time

Corporate Auditor

   Masao Morishita*    Full-time

Corporate Auditor

   Yoshio Suekawa    Certified Public Accountant

Corporate Auditor

   Masanobu Wakabayashi    Attorney

Notes:

 

1. Messrs. Yuzuru Mizuno, Kan Trakulhoon are outside Directors.

 

2. Messrs. Masao Morishita, Yoshio Suekawa, Masanobu Wakabayashi are outside Corporate Auditors.

 

3. Mr. Yoshio Suekawa, an outside Corporate Auditor of Kubota Corporation, is a certified public accountant and has an adequate knowledge regarding accounting and finance including accounting principles generally accepted in the United States of America.

 

4. Matsushita Real Estate Co., Ltd., of which Mr. Yuzuru Mizuno currently holds an important post, has no special relation with Kubota Corporation.

Siam Cement Group, of which Mr. Kan Trakulhoon currently holds an important post, is a partner of The Siam Kubota Industry Co., Ltd. and Siam Kubota Tractor Co., Ltd.

 

5. Changes of Directors during the fiscal year ended March 31, 2010

 

  1) Persons indicated by an asterisk (*) in the above table were newly elected at the 119th Ordinary General Meeting of Shareholders held on June 19, 2009 and assumed their offices.

 

  2) Directors of Kubota Corporation, namely Messrs. Toshihiro Fukuda, Yoshihiko Tabata, Kazunobu Ueta and Corporate Auditors of Kubota Corporation, namely Messrs. Junichi Maeda, Yuzuru Mizuno retired at the conclusion of the 119th Ordinary General Meeting of Shareholders on June 19, 2009.

 

  3) Kubota Corporation introduced the Executive Officer System on April 1, 2009. Therefore directors of Kubota Corporation, namely Messrs. Eisaku Shinohara, Morimitsu Katayama, Nobuyuki Toshikuni, Masayoshi Kitaoka, Masatoshi Kimata, Nobuyo Shioji, Takeshi Torigoe, Hideki Iwabu, Takashi Yoshii, Kohkichi Uji, Toshihiro Kubo, Kenshiro Ogawa, Tetsu Fukui, Satoshi Iida, Shigeru Kimura leave their office at the end of the 119th Ordinary General Meeting of Shareholders on June 19, 2009. However they continue Executive Officers.

And Executive Officer of Kubota Corporation, namely Mr. Morimitsu Katayama retired on March 31, 2010.

 

  4) The title of Mr. Daisuke Hatakake changed from Representative Director, Chairman of the Board of Directors to Chairman of the Board of Directors on June 19, 2009.

 

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6. Kubota Corporation appointed Executive Officers as follow on April 1, 2010.

Executive Officers indicated by an asterisk (*) in the below table were newly appointed on April 1, 2010.

Managing Executive Officer of Kubota Corporation, namely Mr. Morimitsu Katayama left his office as the end of his term approaches on March 31, 2010.

Executive Officers (on April 1, 2010)

 

Title

  

Name

  

Responsibilities and important concurrent offices

Senior Managing Executive Officer

   Eisaku Shinohara    In charge of Research & Development Planning & Promotion Dept. and Environmental Protection Dept.

Managing Executive Officer

   Nobuyuki Toshikuni   

General Manager of R & D Headquarters in Farm & Industrial Machinery Consolidated Division,

In charge of Instrumentation and Control Technology Center

Managing Executive Officer

   Masayoshi Kitaoka   

General Manager of Water Engineering & Solution Division,

General Manager of Membrane Systems Business Unit,

General Manager of Business Coordination Dept. in Membrane Systems Business Unit,

President of Kubota Membrane Co., Ltd.

Managing Executive Officer

   Masatoshi Kimata   

Deputy General Manager of Farm & Industrial Machinery Consolidated Division,

General Manager of Sales Headquarters in Farm & Industrial Machinery Consolidated Division

Managing Executive Officer

   Nobuyo Shioji   

General Manager of Construction Machinery Division,

General Manager of Planning & Control Dept. in Construction Machinery Division

Managing Executive Officer

   Takeshi Torigoe   

General Manager of Social Infrastructure Consolidated Division,

In Charge of Quality Assurance & Manufacturing Promotion Dept.

Managing Executive Officer

   Hideki Iwabu   

General Manager of Water & Environment Systems Manufacturing and Engineering Headquarters in Water & Environment Systems Consolidated Division,

General Manager of Tokyo Head Office

Managing Executive Officer

   Katsuyuki Iwana    General Manager of Manufacturing Headquarters in Farm & Industrial Machinery Consolidated Division

Executive Officer

   Takashi Yoshii   

General Manager of Machinery Quality Assurance Headquarters in Farm & Industrial Machinery Consolidated Division,

General Manager of International Quality Assurance Dept., Machinery Quality Assurance Headquarters in Farm & Industrial Machinery Consolidated Division

Executive Officer

   Kohkichi Uji    General Manager of Pipe Systems Division

Executive Officer

   Toshihiro Kubo   

In charge of Personnel Dept., Secretary & Public Relations Dept., General Affairs Dept., and Tokyo Administration Dept. ,

General Manager of Head Office

Executive Officer

   Kenshiro Ogawa   

General Manager of Sakai Plant,

General Manager of Production Engineering Center of Emission, Manufacturing Headquarters in Farm & Industrial Machinery Consolidated Division

Executive Officer

   Tetsu Fukui   

General Manager of Environmental Equipment R&D Center, in Water & Environment Systems Consolidated Division,

General Manager of Environmental Consolidated Technology Dept., Environmental Equipment R&D Center in Water & Environment Systems Consolidated Division

Executive Officer

   Satoshi Iida    President of Kubota Tractor Corporation

Executive Officer

   Shigeru Kimura   

In charge of Corporate Planning & Control Dept.(Assistant),

General Manager of Finance & Accounting Dept.

Executive Officer

   Masakazu Tanaka    General Manager of Farm Machinery Division

Executive Officer

   Taichi Itoh    General Manager of Health & Safety Planning & Promotion Dept.

Executive Officer

   Yujiro Kimura    General Manager of Strategy Planning Office

Executive Officer

   Shinji Sasaki    General Manager of Engine Division

Executive Officer

   Hiroshi Matsuki    General Manager of Steel Pipe Division

Executive Officer

   Yuichi Kitao    General Manager of Tractor Division

Executive Officer

   Kunio Suwa    General Manager of CSR Planning & Coordination Headquarters

Executive Officer

   Toshihiko Kurosawa*    General Manager of Pumps Division

Executive Officer

   Hiroshi Kawakami*    President of Siam Kubota Tractor Co., Ltd.

 

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(2) Remuneration for Directors and Corporate Auditors

 

Title

   Number   

Total

Director

   26   

¥ 517 million (including ¥ 19 million for 2 outside Directors)

Corporate Auditor

   7   

¥ 106 million (including ¥ 44 million for 4 outside Corporate Auditors)

Notes:

 

  1. The above remuneration for Directors and Corporate Auditors of Kubota Corporation includes the remuneration for 18 Directors and 2 Corporate Auditor (including 1 outside Corporate Auditor) who left their office at the end of the 119th Ordinary General Meeting of Shareholders on June 19, 2009.

 

  2. The above remuneration for Directors of Kubota Corporation does not include the salary for employees’ portion of certain Directors.

 

  3. Remuneration for Directors includes ¥46 million of bonuses for Directors to be proposed on the 120th Ordinary General Meeting of Shareholders.

 

  4. In addition to above remuneration, Kubota Corporation paid ¥ 33 million of retirement benefit for 4 Directors in accordance with the resolution at the 115th Ordinary General Meeting of Shareholders held on June 24, 2005, which resolved retirement benefits earned before the termination of the retirement benefit system for Directors and Corporate Auditors (on June 24, 2005) should be paid at the time of the retirement of each Director and/or Corporate Auditor from his/her office.

Accrued retirement benefit at March 31, 2010 in accordance with the above resolution were ¥112 million for 5 Directors and ¥1 million for an outside Corporate Auditor, respectively.

(3) Policy for Determination of Remuneration and its Calculation Method for Directors and Corporate Auditors

The remuneration for directors is determined at the Board of Directors Meeting in consideration of operating result, compensation levels of other companies, wage level of employees, and the report of the Compensation Council within the range of remuneration amounts resolved by a general meeting of shareholders. The Compensation Council is composed of representative directors excluding the President and executive officers in charge of indirect departments. The report of the Compensation Council is submitted to the Board of Directors Meeting after approval of President.

The remuneration for corporate auditors is determined by agreement of the Board of Corporate Auditors within the range of remuneration amounts resolved by a general meeting of shareholders.

(4) Activity report for outside Directors and outside Corporate Auditors

 

Position

  

Name

  

Their Activities

Director    Yuzuru Mizuno    Mr. Yuzuru Mizuno attended 9 Board of Directors’ Meetings (out of 10 meetings) after his assuming office on June 19, 2009 and made use of considerable experience and extensive knowledge of business management. He also expressed opinions about corporate management based on viewpoint of corporate accounting, finance, and foreign business management.
Director    Kan Trakulhoon    Mr. Kan Trakulhoon attended 8 Board of Directors’ Meetings (out of 10 meetings) after his assuming office on June 19, 2009 and made use of considerable experience and extensive knowledge of business management. He also expressed opinions about corporate management based on viewpoint of global management.
Corporate Auditor    Masao Morishita    Mr. Masao Morishita, who is a Corporate Auditor (full-time), attended all 10 Board of Directors’ Meetings and all 11 Board of Corporate Auditors’ Meetings after his assuming office on June 19, 2009 and expressed opinions based on long experience in corporate accounting and finance and professional viewpoint. He also attended the regular meetings with Representative Directors and expressed opinions.
Corporate Auditor    Yoshio Suekawa    Mr. Yoshio Suekawa attended all 12 Board of Directors’ Meetings and all 16 Board of Corporate Auditors’ Meetings and expressed opinions regarding accounting and financial matters, including accounting principles generally accepted in the United States of America, from professional viewpoint. He also attended the regular meetings with Representative Directors and expressed opinions.
Corporate Auditor    Masanobu Wakabayashi    Mr. Masanobu Wakabayashi attended all 12 Board of Directors’ Meetings and all 16 Board of Corporate Auditors’ Meetings and expressed opinions based on long experience of legal career and professional viewpoint. He also attended the regular meetings with Representative Directors and expressed opinions.

 

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Table of Contents

IV. Independent Auditor

(1) Name of Independent Auditor

Deloitte Touche Tohmatsu LLC (Japanese member firm of Deloitte Touche Tohmatsu, Swiss Verein)

 

  * Deloitte Touche Tohmatsu changed company name to Deloitte Touche Tohmatsu LLC, due to conversion to a limited liability company on July 1, 2009.

(2) Compensation for the Independent Auditor for the fiscal year ended March 31, 2010

 

1)      Amount of compensation provided for the fiscal year ended March 31, 2010

   ¥ 225 million

2)      Total amount of cash and other financial benefits payable by Kubota Corporation and its subsidiaries to the Independent Auditor

   ¥ 250 million

Notes:

 

1. The compensation for auditing are not divided into the compensation related to the Corporate Law and the compensation related to the Financial Products Trading Law in the audit contract between Kubota Corporation and the Independent Auditor, and it cannot be divided into the two portions. Therefore, the amount 1) described above is a total amount of the two portions.

 

2. Kubota Corporation paid fees to the Independent Auditor for the support services related to consultations on accounting and finance, which are not services specified in Article 2 Paragraph 1 of the Certified Public Accountant Law.

 

3. Kubota Tractor Corporation and other 14 principal subsidiaries are audited by independent auditors different from the Independent Auditor of Kubota Corporation.

(3) Policies for Determining Dismissal or Non-reelection of Independent Auditor

The Board of Corporate Auditors examines the dismissal or non-reelection of the Independent Auditor if Kubota Corporation believes that it infringes upon or contravenes laws and regulations such as the Corporate Law, the Certified Public Accountant Law, or other laws. If the Board of Corporate Auditors determines that the dismissal or non-reelection is reasonable, it submits, in accordance with the rules and regulations for the Board of Corporate Auditors, a request to the Board of Directors to include the “dismissal or non-reelection of accounting auditor” in the agenda of the ordinary general meeting of shareholders.

 

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Table of Contents

V. Item of Systems to be developed to Establish Internal Control Systems

The Company has set and is implementing the following nine systems to ensure the propriety of our business operations.

 

1. System to ensure that Directors and employees perform their duties in compliance with laws and regulations, and the articles of incorporation

As the basis of a system to ensure that Directors, Executive Officers and employees perform their duties in compliance with laws and regulations, and the articles of incorporation, Kubota Corporation establishes the “Charter for Action” and “Code of Conduct” to be observed by all Directors, Executive Officers and employees of Kubota Corporation and its subsidiaries.

Under the Company-Wide Risk Control Committee, the department in charge designated for each risk category of management risks (hereinafter referred to as the “department in charge”) undertakes such activities as education and training to promote compliance with laws and ethics, and performs internal audits.

In addition, based on the operational regulations “Operation of Whistle Blowing System”, Kubota Corporation sets up the “Kubota Hotline,” a service counter for in-house whistle blowing and consultation that is equipped with rules to protect whistle blowers, to discover at an early stage any improper conduct that infringes on laws or other regulations and to prevent such infringements from occurring.

 

2. System related to the holding and control of information about Kubota Corporation’s Directors execution of their duties

Kubota Corporation properly keeps and controls information on the execution of duties by the Directors and Executive Officers in accordance with its in-house rules and regulations, such as the “Regulations on Custody of Documents” and other items. Kubota Corporation also maintains a standard by which such documents are available for examination, as necessary.

 

3. Rules and regulations on the management of risks of losses and other systems

Kubota Corporation manages risks of compliance, environment, health and safety, disasters, quality, and other risks relating to the performance of business operations by establishing in-charge departments or committees under the Company-Wide Risk Control Committee, and by providing internal rules and regulations, manuals, and other guidelines to respond to such risks.

In order to respond to new risks, the Company-Wide Risk Control Committee will determine the department in charge, and the new risks will be controlled by the said department.

 

4. System to ensure the efficient execution of duties by the Directors

The Board of Directors decides management execution policy, matters set in laws and regulations and other important matters regarding management, and oversights Directors and Executive Officers execution of their duties.

At the Executive Officers’ Meeting, President & Representative Director gives directions and information to the Executive Officers about policies and resolutions of the Board of Directors. The progress of execution of their duties is reported to President & Representative Director by the Executive Officers.

Kubota Corporation enhances our decision-making process by having adequate discussions in “management committee”, with the participation of the President and other Directors, to decide important management matters. Kubota Corporation also implements multidimensional studies in an “investment council,” mainly consisting of Directors in charge of indirect departments, to discuss important investment projects. The results of these discussions are reported to the Board of Directors to enhance the effectiveness of the system, in accordance with the operational regulations “Operation of Management Committee and Investment Council”.

 

5. System to ensure proper business operations within Kubota Corporation, consisting of Kubota Corporation and its subsidiaries

To create a control environment for Kubota Corporation, Kubota Corporation establishes the “Charter for Action” and “Code of Conduct” and shares these philosophies. To ensure proper business operations of Kubota Corporation, including its subsidiaries, Kubota Corporation sets its in-house rules and regulations and establishes proper internal control systems. The status of the establishment and operation of internal control systems related to the management risks including the internal control systems over financial reporting is audited by the internal auditing department and departments in charge, after self-audits performed by each department of the Company and its subsidiaries, and the results of such audits are reported to the Directors in charge, Chairman of the Company-Wide Risk Control Committee, President & Representative Director, the Board of Directors and Corporate Auditors.

Kubota Corporation manages its subsidiaries in accordance with the “Regulations on Management of Affiliated Companies” in order to keep their proper operations.

 

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Table of Contents
6. System for Directors and employees to report to Corporate Auditors and other systems related to reports to Corporate Auditors

The Directors, Executive Officers and employees report the following matters to the Corporate Auditors without delay, in addition to the matters that need to be reported in accordance with laws and regulations:

 

  (a) Matters that could affect Kubota Corporation’s management;
  (b) Contents of internal audits performed by the internal auditing department and departments in charge
  (c) Contents of whistle blowing revealed in the “Kubota Hotline”; and
  (d) Other matters requested by the Board of Corporate Auditors or Corporate Auditors

 

7. Matters related to employees who are requested to assist Corporate Auditors in their duties

Kubota Corporation establishes an office of Corporate Auditors and assigns employees to exclusively support the Corporate Auditors perform their duties.

 

8. Independence of employees in Item 7. above from the Directors

Assignment or other handling of the employees in Item7. is made after consultation and agreement between the Director in charge of Personnel Dept. and the Corporate Auditors.

 

9. Other systems to ensure effective audits by the Corporate Auditors

 

  (a) The President & Representative Director of Kubota Corporation has meetings with the Corporate Auditors periodically, and as needed, to exchange views on matters that Kubota Corporation must deal with, the improvement of audit environments, and other issues.

 

  (b) The Corporate Auditors explain the audit policies and audit plan to the Board of Directors, and the Directors make efforts to improve communication with the Corporate Auditors to enhance the exchange of information and establish an effective cooperation with the Corporate Auditors.

VI. Policy on appropriation of retained surplus

Kubota Corporation’s basic policy for the return of profit to shareholders is to maintain stable dividends or raise dividends together with share buy-back and cancellation of treasury stock. Kubota Corporation recognizes returning profit to shareholders is one of the most important missions and will strive to expand it, considering requirements of maintaining sound business operations as well as adapting to the future business environment.

Kubota Corporation decided at the Board of Directors’ Meeting held on May 11, 2010 that Kubota Corporation would pay ¥5 year-end dividend per common share on June 21, 2010. As a result, the annual dividend per common share for the fiscal year ended March 31, 2010 will be ¥12 (including paid interim dividend which was ¥7).

Notice of year-end dividend

 

1) Amount of year-end dividend    ¥5 per common share (Total ¥ 6,361,076,420)
2) Record date of year-end dividend    March 31, 2010
3) Payment date    Monday, June 21, 2010
4) Resource of year-end dividend    Retained earnings

 

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Table of Contents

Consolidated Balance Sheets

 

Assets    (In millions of yen)

 

     March 31, 2010     March 31, 2009
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current assets:

      

Cash and cash equivalents

   111,428      69,505      41,923   

Notes and accounts receivable:

      

Trade notes

   57,412      65,429      (8,017

Trade accounts

   317,485      324,583      (7,098

Less: Allowance for doubtful notes and accounts receivable

   (2,821   (2,512   (309
                  

Total receivables, net

   372,076      387,500      (15,424

Short-term finance receivables-net

   104,840      97,292      7,548   

Inventories

   172,323      207,401      (35,078

Other current assets

   60,161      54,648      5,513   
                  

Total current assets

   820,828      816,346      4,482   

Investments and long-term finance receivables:

      

Investments in and loan receivables from affiliated companies

   15,945      14,511      1,434   

Other investments

   109,306      96,197      13,109   

Long-term finance receivables-net

   196,473      169,257      27,216   
                  

Total investments and long-term finance receivables

   321,724      279,965      41,759   

Property, plant, and equipment:

      

Land

   89,664      90,479      (815

Buildings

   214,329      208,901      5,428   

Machinery and equipment

   358,354      361,323      (2,969

Construction in progress

   5,306      6,970      (1,664
                  

Total

   667,653      667,673      (20

Accumulated depreciation

   (446,760   (442,052   (4,708
                  

Net property, plant, and equipment

   220,893      225,621      (4,728

Other assets:

      

Long-term trade accounts receivable

   26,688      27,071      (383

Other

   19,670      37,680      (18,010

Less: Allowance for doubtful non-current receivables

   (770   (859   89   
                  

Total other assets

   45,588      63,892      (18,304
                  

Total

   1,409,033      1,385,824      23,209   
                  

 

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Table of Contents

Consolidated Balance Sheets

 

Liabilities and Equity    (In millions of yen)

 

     March 31, 2010     March 31, 2009
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current liabilities:

      

Short-term borrowings

   88,333      132,100      (43,767

Trade notes payable

   14,266      16,405      (2,139

Trade accounts payable

   143,683      163,222      (19,539

Advances received from customers

   3,397      6,306      (2,909

Notes and accounts payable for capital expenditures

   9,245      13,301      (4,056

Accrued payroll costs

   25,856      26,266      (410

Accrued expenses

   27,352      25,717      1,635   

Income taxes payable

   22,842      4,733      18,109   

Other current liabilities

   33,832      45,947      (12,115

Current portion of long-term debt

   71,432      60,378      11,054   
                  

Total current liabilities

   440,238      494,375      (54,137

Long-term liabilities:

      

Long-term debt

   243,333      208,588      34,745   

Accrued retirement and pension costs

   40,177      56,591      (16,414

Other long-term liabilities

   13,666      10,027      3,639   
                  

Total long-term liabilities

   297,176      275,206      21,970   

Equity:

      

Kubota Corporation shareholders’ equity:

      

Common stock

   84,070      84,070      —     

Capital surplus

   89,241      93,150      (3,909

Legal reserve

   19,539      19,539      —     

Retained earnings

   477,303      452,791      24,512   

Accumulated other comprehensive loss

   (34,491   (62,184   27,693   

Treasury stock

   (9,265   (9,082   (183
                  

Total Kubota Corporation shareholders’ equity

   626,397      578,284      48,113   

Noncontrolling interests

   45,222      37,959      7,263   
                  

Total equity

   671,619      616,243      55,376   
                  

Total

   1,409,033      1,385,824      23,209   
                  

 

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Table of Contents

Consolidated Statements of Income

(In millions of yen)

 

     Year ended
March 31, 2010
    Year ended
March 31, 2009
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Revenues

   930,644      1,107,482      (176,838

Cost of revenues

   681,374      810,226      (128,852

Selling, general, and administrative expenses

   179,352      193,426      (14,074

Other operating expenses

   216      1,015      (799
                  

Operating income

   69,702      102,815      (33,113

Other income (expenses):

      

Interest and dividend income

   3,381      4,822      (1,441

Interest expense

   (2,127   (2,664   537   

Gain (loss) on sales of securities-net

   1,821      (116   1,937   

Valuation loss on other investments

   (143   (8,618   8,475   

Foreign exchange gain (loss)-net

   2,894      (11,525   14,419   

Other-net

   (2,045   (1,455   (590
                  

Other income (expenses), net

   3,781      (19,556   23,337   

Income before income taxes and equity in net income of affiliated companies

   73,483      83,259      (9,776

Income taxes:

      

Current

   28,540      23,637      4,903   

Deferred

   (2,563   5,109      (7,672
                  

Total income taxes

   25,977      28,746      (2,769

Equity in net income of affiliated companies

   402      222      180   
                  

Net income

   47,908      54,735      (6,827

Less:Net income attributable to the noncontrolling interests

   5,582      6,671      (1,089
                  

Net income attributable to Kubota Corporation

   42,326      48,064      (5,738
                  

 

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Consolidated Statements of Changes in Equity

 

Year ended March 31, 2010    (In millions of yen)

 

           Kubota Corporation shareholders’ equity     Non-
controlling
interests
    Total  
     Shares of
common stock
outstanding
(thousands)
    Common
stock
   Capital
surplus
    Legal
reserve
   Retained
earnings
    Accumulated
other
comprehensive
income (loss)
    Treasury
stock
     

Balance, March 31, 2009

   1,272,063      84,070    93,150      19,539    452,791      (62,184   (9,082   37,959      616,243   
                                                    

Net income

             42,326          5,582      47,908   

Other comprehensive income

               28,429        1,946      30,375   

Cash dividends paid to Kubota Corporation shareholders, ¥14 per common share

             (17,814         (17,814

Cash dividends paid to noncontrolling interests

                   (489   (489

Purchases and sales of treasury stock

   (216               (183     (183

Increase in noncontrolling interests related to contribution

                   2,109      2,109   

Changes in ownership interests in subsidiaries

        (3,909        (736     (1,885   (6,530
                                                    

Balance, March 31, 2010

   1,271,847      84,070    89,241      19,539    477,303      (34,491   (9,265   45,222      671,619   
                                                    

 

Year ended March 31, 2009 (Reference)    (In millions of yen)

 

           Kubota Corporation shareholders’ equity     Non-
controlling
interests
    Total  
   Shares of
common stock
outstanding
(thousands)
    Common
stock
   Capital
surplus
   Legal
reserve
   Retained
earnings
    Accumulated
other
comprehensive
income (loss)
    Treasury
stock
     

Balance, March 31, 2008

   1,280,604      84,070    93,150    19,539    423,927      31,177      (3,766   43,230      691,327   
                                                   

Net income

              48,064          6,671      54,735   

Other comprehensive loss

                (93,361     (10,211   (103,572

Cash dividends paid to Kubota Corporation shareholders, ¥15 per common share

              (19,193         (19,193

Cash dividends paid to noncontrolling interests

                    (767   (767

Purchases and sales of treasury stock

   (8,541            (7     (5,316     (5,323

Increase in noncontrolling interests related to contribution

                    14      14   

Changes in ownership interests in subsidiaries and others

                    (978   (978
                                                   

Balance, March 31, 2009

   1,272,063      84,070    93,150    19,539    452,791      (62,184   (9,082   37,959      616,243   
                                                   

 

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Table of Contents

Notes of Consolidated Financial Statements

Significant Accounting Policies

 

1. Basis of Preparation of Consolidated Financial Statements

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) persuant to the first paragraph of Article 3 of the Supplementary Provisions of the Ministerial Ordinance of the Corporate Accounting (Ordinance of the Ministry of Justice No. 46 of 2009). Certain supplementary material and notes required under US GAAP are omitted persuant to the same provision.

 

2. Scope of consolidation and Application of equity method

105 subsidiaries are consolidated. 19 affiliated companies are accounted for under the equity method.

 

3. Valuation of Inventories

Inventories are mainly stated at the lower of cost which is determined by the moving-average method, or market.

 

4. Valuation of Securities

The Company has adopted the FASB Accounting Standards Codification (“ASC”) 320, “Investments-Debt and Equity Securities” (former the Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”).

Available-for-sale securities are stated at fair value based on market prices at fiscal year-end and similar. Any changes in unrealized holding gains or losses are included directly in equity, and cost of securities sold is determined by the moving-average method.

 

5. Depreciation of Fixed Assets

Depreciation of tangible fixed assets is mainly computed by using the declining-balance method.

Depreciation of intangible fixed assets is computed by using the straight-line method. Pursuant to ASC 350, “Intangibles-Goodwill and Other” (former SFAS No. 142, “Goodwill and Other Intangible Assets”), the Company doesn’t depreciate intangible fixed assets which have indefinite useful lives and tests them annually for impairment.

 

6. Basis of Provision for Allowance

The allowance for doubtful notes and receivables is based on historical collection trends and management’s judgement on the collectibility of these accounts.

Accrued employees’ retirement benefits are provided for payments of retirement benefits in accordance with ASC 715 “Compensation-Retirement Benefits” (former SFAS No.87, “Employers’ Accounting for Pensions” and SFAS No.158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”) based on the fair value of both projected benefit obligations and plan assets at year-end. The unrecognized prior service costs are amortized by the straight-line method over the average remaining years of service of the employees. The Company recognizes actuarial gains and losses in excess of 20% of the larger of the projected benefit obligation or plan assets in the year following the year in which such gains and losses were incurred, and amortizes actuarial gains and losses between 10% and 20% over the average participants’ remaining service period.

 

7. New Accounting Standards

 

(1) The Company adopted ASC 105, “Generally Accepted Accounting Principles” (former SFAS No.168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of SFAS No. 162”) in September 2009. ASC restructured the existing US GAAP, and the adoption of ASC 105 did not have an impact on the Company’s consolidated results of operations and financial position. Upon the adoption, the Company has made the references of accounting standards in accordance with ASC.

 

(2) The Company adopted ASC 810, “Consolidation” (former SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”) effective April 1, 2009. Upon the adoption of ASC 810, noncontrolling interests, which were previously referred to as minority interests and classified between total liabilities and shareholders’ equity on the consolidated balance sheets, are now included as a separate component of total equity. Net income is classified into net income attributable to noncontrolling interests and Kubota Corporation in the consolidated statements of income, and related presentation of consolidated statements of changes in equity has been changed.

Under ASC 810, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. The adoption of ASC 810 resulted in a ¥3,909 million decrease of capital surplus at March 31, 2010.

 

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Table of Contents
9. The consolidated financial reports for the prior year, which are provided for reference, have been reclassified to conform to the presentation for the year ended March 31, 2010.

 

10. Consumption taxes are accounted for as deposits received or deposits paid.

Notes to Consolidated Balance Sheets

 

1. The amounts in the statements have been rounded off to the nearest million yen.

 

2. At March 31, 2010, the balances of each classification within accumulated other comprehensive loss were as follows:

 

     Millions of Yen  

Foreign currency translation adjustments

   ¥ (42,215

Unrealized gains on securities

     21,050   

Unrealized losses on derivatives

     (1,592

Pension liability adjustments

     (11,734
        

Accumulated other comprehensive loss

   ¥ (34,491
        

 

3. At March 31, 2010, assets pledged as collateral for debt were as follows:

 

     Millions of Yen

Trade accounts

   ¥ 17,806

Short-term finance receivable

     18,445

Other current assets

     573

Long-term finance receivables

     12,447

Property, plant, and equipment

     6,233
      

Total

   ¥ 55,504
      

The above assets were pledged against the following liabilities:

 

     Millions of Yen

Short-term borrowings

   ¥ 20,751

Current portion of long-term debt

     14,137

Long-term debt

     10,079
      

Total

   ¥ 44,967
      

 

4. The Company is contingently liable as guarantor of the indebtedness of distributors including affiliated companies, and customers for their borrowings from financial institutions. The maximum potential amount of undiscounted future payments of these financial guarantees as of March 31, 2010 was ¥5,991 million.

Notes to Consolidated Statements of Income

 

1. The amounts in the statements have been rounded off to the nearest million yen.

 

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Table of Contents

Notes to Consolidated Statement of Changes in Equity

 

1. The amounts in the statements have been rounded off to the nearest million yen.

 

2. At March 31, 2010, the number of shares issued was as follows:

 

Common stock

   1,285,919    thousand shares

 

3. The components of other comprehensive income for the year ended March 31, 2010 were as follows:

 

     Millions of Yen
     Attributable to
Kubota  Corporation
   Attributable to the
noncontrolling interests
    Total

Foreign currency translation adjustments

   ¥ 6,408    ¥ 1,842      ¥ 8,250

Unrealized gains on securities

     11,728      33        11,761

Unrealized gains (losses) on derivatives

     570      (14     556

Pension liability adjustments

     9,723      85        9,808
                     

Other comprehensive income

   ¥ 28,429    ¥ 1,946      ¥ 30,375
                     

Notes to Financial Instruments

 

1. Description of Financial Instruments

A large portion of trade accounts receivable and retail finance receivables are from dealers or customers in the farm equipment market in North America. However, the Company considers that credit risks on these receivables are limited since no single dealer or customer represents a significant concentration of credit risks.

Other investments which include equity securities are classified as available-for-sale securities. They are possible to be influenced by changes in circumstances such as stock market fluctuation. Therefore, the Company reviews periodically for impairment.

The main methods of obtaining financing available to the Company are borrowing from financial institutions and issuance of bonds. Therefore, the Company is exposed to interest rate risks inherent in these obligations. In order to hedge these risks, the Company uses interest rate swap contracts and cross-currency interest rate swap contracts.

The Company’s foreign currency exposure relates primarily to its foreign currency denominated assets in its international operations. The Company entered into foreign exchange forward contracts designated to mitigate its exposure to foreign currency exchange risks.

The Company manages derivative financial instruments in accordance with established policies and procedures. The Company does not use derivative financial instruments for speculations. The credit risks associated with these instruments are not considered to be significant since the counterparties are financial institutions with high creditworthiness and the Company does not anticipate any such losses.

 

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Table of Contents
2. Fair Value of Financial Instruments

The carrying value and fair value of financial instruments at March 31, 2010 were as follows:

 

          Millions of Yen  
          Carrying Value     Fair Value  

Financial assets:

       

Finance receivables-net

   *1    ¥ 211,363      ¥ 212,021   

Other investments

   *2      99,171        99,171   

Long-term trade accounts receivable

   *1      47,610        50,409   

Financial liabilities:

       

Long-term debt

   *1      (308,779     (309,258

Derivative financial instruments recorded as liabilities:

   *3     

Foreign exchange forwards

        (458     (458

Interest rate swaps

        (2,764     (2,764

Cross-currency interest rate swaps

        (2,616     (2,616

 

*1 The fair value of finance receivables, long-term trade accounts receivable, and long-term debt is based on discounted cash flows using the current market rate. The amounts of finance receivables-net and long-term debt in the table exclude finance leases. Long-term trade accounts receivable in the table includes the current portion, which is included in trade accounts receivable on the consolidated balance sheet.
*2 Available-for-sale securities are stated at fair value based on market prices for identical instruments at fiscal year-end. The amount of other investments in the table excludes investments in non-marketable equity securities (¥ 10,135 million) for which there is no readily determinable fair value.
*3 Derivative financial instruments are stated at fair value based on observable market inputs from major international financial institutions.
*4 The carrying value of cash and cash equivalents, notes and accounts receivable and payable (excluding the current portion of long-term trade accounts receivable), and short-term borrowings approximates the fair value because of the short maturity of those instruments.

Notes to Per Common Share Information

 

1. Kubota Corporation shareholders’ equity per common share

   ¥  492.51

2. Net income attributable to Kubota Corporation per common share

   ¥ 33.28

 

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Table of Contents

Balance Sheets (Non-consolidated)

 

Assets    (In millions of yen)

 

     March 31, 2010     March 31, 2009
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current assets:

   383,316      394,552      (11,236
                  

Cash and deposits

   60,223      27,523      32,699   

Trade notes receivable

   28,815      33,831      (5,015

Trade accounts receivable

   188,728      203,008      (14,280

Finished goods

   36,096      47,459      (11,363

Work in process

   16,436      21,910      (5,474

Raw materials and supplies

   5,842      9,025      (3,182

Prepaid expenses

   273      416      (143

Deferred tax assets

   9,879      8,852      1,027   

Short-term loans receivable

   23,695      27,221      (3,526

Other

   13,515      15,623      (2,108

Allowance for doubtful receivables

   (190   (320   130   

Long-term assets:

   360,805      341,943      18,862   
                  

Property, plant, and equipment, net of accumulated depreciation:

   155,720      159,529      (3,808 ) 

Buildings

   37,629      38,779      (1,149

Structures

   5,307      5,300      7   

Machinery and equipment

   25,521      27,763      (2,241

Transportation equipment

   135      155      (20

Tools, furniture and fixtures

   6,678      5,815      862   

Land

   78,409      79,413      (1,003

Construction in progress

   2,038      2,301      (263

Intangibles:

   4,064      2,977      1,087   

Patent rights

   0      0      (0

Leasehold rights

   24      24      —     

Trademark rights

   15      0      14   

Software

   3,769      2,688      1,080   

Facility utility rights

   254      263      (8

Investments:

   201,020      179,436      21,583   

Investment securities

   107,510      94,492      13,018   

Stock investments in subsidiaries and affiliated companies

   62,693      54,270      8,423   

Other investments

   11      11      0   

Other investments in subsidiaries and affiliated companies

   4,596      3,733      863   

Long-term loans receivable

   26,302      26,363      (61

Long-term loans receivable from employees

   5      10      (5

Long-term prepaid expenses

   645      837      (191

Deferred tax assets

   —        327      (327

Other

   3,870      7,162      (3,292

Allowance for doubtful receivables

   (4,615   (7,772   3,157   
                  

Total assets

   744,122      736,496      7,626   
                  

 

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Table of Contents

Balance Sheets (Non-consolidated)

 

Liabilities and net assets    (In millions of yen)

 

     March 31, 2010     March 31, 2009
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current liabilities:

   217,327      237,997      (20,669
                  

Trade notes payable

   3,501      5,563      (2,062

Trade accounts payable

   109,306      121,659      (12,353

Short-term borrowings

   4,000      22,512      (18,512

Current portion of bonds

   10,000      —        10,000   

Lease obligations

   1,853      913      940   

Other accounts payable

   9,724      19,198      (9,474

Income tax payable

   17,207      —        17,207   

Accrued expenses

   26,845      29,115      (2,269

Advances received from customers

   1,608      4,573      (2,964

Deposits received

   28,745      22,600      6,144   

Provision for warranty costs

   3,318      3,112      205   

Provision for directors’ bonuses

   46      170      (123

Other

   1,169      8,578      (7,408

Long-term liabilities:

   94,761      89,435      5,325   
                  

Bonds

   30,000      40,000      (10,000

Long-term borrowings

   46,000      30,500      15,500   

Lease obligations

   2,000      1,485      515   

Deferred tax liabilities

   8,515      —        8,515   

Accrued retirement and pension costs

   7,701      10,273      (2,572

Other

   544      7,177      (6,633
                  

Total liabilities

   312,089      327,432      (15,343
                  

Shareholders’ equity

   394,776      383,478      11,298   
                  

Common stock

   84,070      84,070      —     

Capital surplus:

   73,057      73,057      —     

Additional paid-in capital

   73,057      73,057      —     

Retained earnings:

   246,766      235,282      11,484   

Legal reserve

   19,539      19,539      —     

Other retained earnings:

   227,227      215,742      11,484   

Reserve for special depreciation

   25      33      (8

Reserve for reduction entry of land

   142      —        142   

General reserve

   197,742      211,742      (14,000

Unappropriated retained earnings

   29,317      3,967      25,350   

Treasury stock

   (9,118 )    (8,931 )    (187 ) 

Valuation, translation adjustments and others

   37,256      25,585      11,671   
                  

Unrealized holding gain on securities

   37,256      25,576      11,680   

Unrealized gain from hedging activities

   —        9      (9
                  

Total net assets

   432,033      409,063      22,969   
                  

Total liabilities and net assets

   744,122      736,496      7,626   
                  

 

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Table of Contents

Statements of Income (Non-consolidated)

(In millions of yen)

 

     Year ended
March 31, 2010
    Year ended
March 31, 2009
(Reference)
   Change
(Reference)
 
     Amount     Amount    Amount  

Net sales

   540,449      643,090    (102,641

Cost of sales

   427,454      521,796    (94,341
                 

Gross profit

   112,994      121,294    (8,300
                 

Selling, general and administrative expenses

   87,393      93,450    (6,056
                 

Operating income

   25,601      27,844    (2,243
                 

Non-operating income:

   17,124      14,079    3,044   

Interest income

   607      759    (152

Dividend income

   3,977      4,999    (1,021

Other

   12,539      8,320    4,219   

Non-operating expenses:

   5,229      16,263    (11,034 ) 

Interest expense

   1,352      1,278    74   

Other

   3,877      14,985    (11,108
                 

Ordinary income

   37,495      25,659    11,835   
                 

Extraordinary gains:

   2,940      —      2,940   

Gain from transfer pricing adjustment

   2,940      —      2,940   

Extraordinary losses:

   —        11,716    (11,716 ) 

Surcharge on the Anti-Monopoly Law

   —        7,284    (7,284

Valuation losses on investment securities

   —        2,780    (2,780

Impairment losses on fixed assets

   —        1,650    (1,650
                 

Income before income taxes

   40,435      13,943    26,492   
                 

Income taxes:

   11,137      10,094    1,043   

Current

   11,299      1,519    9,780   

Deferred

   (161   8,575    (8,736
                 

Net income

   29,298      3,849    25,449   
                 

 

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Table of Contents

Statements of Changes in Net Assets (Non-consolidated)

 

Year ended March 31, 2010    (In millions of yen)

 

      Shareholders’ equity     Valuation, translation adjustments and others    Total net
assets
 
   Common
stock
   Capital surplus    Retained earnings     Treasury
stock
    Total
shareholders’
equity
    Unrealized
holding

gain  on
securities
   Unrealized
gain from
hedging
activities
    Total  valuation,
translation
adjustments

and others
  
      Additional
paid-in

capital
   Legal
reserve
   Other retained earnings                
            Reserve for
special
depreciation
    Reserve for
reduction
entry of
land
   General
reserve
    Unappro
-priated
retained
earnings
               

Balance, March 31, 2009

   84,070    73,057    19,539    33      —      211,742      3,967      (8,931   383,478      25,576    9      25,585    409,063   

Changes in this fiscal year

                                

Reversal of reserve for special depreciation

            (8        8        —             —      —     

Transfer of reserve for reduction entry of land

              142      (142     —             —      —     

Reversal of general reserve

                 (14,000   14,000        —             —      —     

Dividends

                   (17,813     (17,813        —      (17,813

Net income

                   29,298        29,298           —      29,298   

Purchase of treasury stock

                     (190   (190        —      (190

Disposal of treasury stock

                     3      3           —      3   

Net change of items other than shareholders’ equity

                       —        11,680    (9   11,671    11,671   

Total changes in this fiscal year

   —      —      —      (8   142    (14,000   25,350      (187   11,298      11,680    (9   11,671    22,969   
                                                                        

Balance, March 31, 2010

   84,070    73,057    19,539    25      142    197,742      29,317      (9,118   394,776      37,256    —        37,256    432,033   
                                                                        

 

Year ended March 31, 2009 (Reference)    (In millions of yen)

 

      Shareholders’ equity     Valuation, translation adjustments and others     Total net
assets
 
   Common
stock
   Capital surplus    Retained earnings     Treasury
stock
    Total
shareholders’
equity
    Unrealized
holding
gain on
securities
    Unrealized
gain from
hedging
activities
   Total  valuation,
translation
adjustments

and others
   
      Additional
paid-in

capital
   Legal
reserve
   Other retained earnings               
            Reserve for
special
depreciation
    Reserve for
reduction
entry of
land
   General
reserve
   Unappro
-priated
retained
earnings
              

Balance, March 31, 2008

   84,070    73,057    19,539    44      —      202,442    28,607      (3,623   404,136      55,810      1    55,812      459,948   

Changes in this fiscal year

                                

Transfer of reserve for special depreciation

            2            (2     —             —        —     

Reversal of reserve for special depreciation

            (12         12        —             —        —     

Transfer of general reserve

                 9,300    (9,300     —             —        —     

Dividends

                    (19,193     (19,193        —        (19,193

Net income

                    3,849        3,849           —        3,849   

Purchase of treasury stock

                      (5,337   (5,337        —        (5,337

Disposal of treasury stock

                    (7   30      22           —        22   

Net change of items other than shareholders’ equity

                        —        (30,234   7    (30,226   (30,226

Total changes in this fiscal year

   —      —      —      (10   —      9,300    (24,640   (5,307   (20,658   (30,234   7    (30,226   (50,885
                                                                        

Balance, March 31, 2009

   84,070    73,057    19,539    33      —      211,742    3,967      (8,931   383,478      25,576      9    25,585      409,063   
                                                                        

 

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Table of Contents

Notes of Financial Statements (Non-consolidated)

Significant Accounting Policies

1. Valuation of Securities

Investments in subsidiaries and affiliates are stated at cost, which is determined by the moving-average method.

Marketable securities classified as other securities are stated at fair value based on market prices at fiscal year-end and similar. Any changes in unrealized holding gains or losses are included directly in net assets, and cost of securities sold is determined by the moving-average method.

Non-marketable securities classified as other securities are stated at cost, which is determined by the moving-average method.

2. Valuation of Inventories

Inventories are stated at cost, which is determined by the moving-average method and bookvalue of inventories is culculated by the write-down method based on decreased profitability. Finished goods and work-in-process which are manufactured under specific production orders are stated at cost, which is determined by the specific cost method and bookvalue of finished goods and work-in-process is culculated by the write-down method based on decreased profitability.

3. Depreciation of Fixed Assets

Depreciation of tangible fixed assets execpt for lease assets is computed by using the declining-balance method.

Depreciation of intangible fixed assets is computed by using the straight-line method. With regard to internal-use software, depreciation is computed by using the straight-line method based on availability period in the Company (five years).

Depreciation of lease assets corresponding to transactions of non-transfer ownership finance lease is computed by using the straight-line method over the leased term under the assumption that the residual value is equal to the guaranteed residual value. In the afore-mentioned transactions of non-transfer ownership finance lease, the Company uses accounting method for ordinary rental transactions for lease transactions started on and before March 31, 2008.

4. Basis of Provision for Allowances

The allowance for doubtful receivables is provided for possible bad debt at an amount determined based on the historical experience of bad debt for normal receivables; in addition, an estimate of uncollectible amounts is made by reference to specific doubtful receivables from customers which are experiencing financial difficulties.

Provision for warranty costs is provided based on an analysis of the historical data of costs to perform under product warranties, under which Kubota Corporation generally guarantees the performance of products delivered.

Provision for directors’ bonuses is provided for bonuses payment to directors based on an estimated amount incurred during the fiscal year ended March 31, 2009.

Accrued retirement and pension costs are provided for payments of retirement benefits based on the retirement benefit obligation and the fair value of the pension plan assets at year-end. Prior service costs are amortized by the straight-line method over the average remaining years of service of the employees. Actuarial gains or losses are amortized in the years following the year in which gains or losses are recognized by the declining-balance method over the average remaining years of the employees.

5. Recognition Criteria for Revenue and Costs

The Company applies the percentage-of-completion method to construction contracts commencing on and after April 1, 2009, when the outcome of them can be estimated reliably. Otherwise, the Company applies completed-contract method to them. In measuring the extent of progress toward completion, the Company uses the cost-to-cost method.

6. Consumption taxes are accounted for as deposits received or deposits paid.

 

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Table of Contents

Notes to Change in Accounting Policies

Accounting Standard for Construction Contracts

The Company had adopted the completed-contract method to recognize revenue of construct contracts. However, the Company applies “Accounting Standard for Construction Contracts” (Accounting Standards Board of Japan (“ASBJ”) Statement No.15 issued on December 27, 2007 ) and “Guidance on Accounting Standard for Construction Contracts” (ASBJ Guidance No. 18 issued on December 27, 2007 ) on April 1, 2009. Therefore, the Company has applied the percentage-of-completion method to construction contracts commencing on and after April 1, 2009, if the outcome of them can be estimated reliably. Otherwise, the completed-contract method has been applied.

The adoption of these standards did not have a material impact on the Company’s results of operations and financial position.

Notes to Balance Sheets

 

1. The amounts in the statements have been rounded down to the nearest million yen.

 

2. Receivables from subsidiaries and affiliated companies and payable to subsidiaries and affiliated companies
  Short-term receivables from subsidiaries and affiliated companies    ¥ 143,880 million
  Long-term receivables from subsidiaries and affiliated companies    ¥ 28,270 million
  Short-term payables to subsidiaries and affiliated companies    ¥ 36,999 million

 

3. Accumulated depreciation of tangible fixed assets
  (Including accumulated impairment losses)    ¥ 333,471 million

4. Contingent Liabilities:

  
  (1) Guarantees   
  Guarantees for borrowings of subsidiaries and affiliated companies from financial institution   
 

Siam Kubota Leasing Co., Ltd.

   ¥ 19,582 million
 

Tata Metaliks Kubota Pipes Ltd.

   ¥ 797 million
 

Others (26 companies)

   ¥ 2,286 million
          
 

Total

   ¥ 22,666 million
 

(2)    Notes discounted

   ¥ 1,842 million
Notes to Statements of Income   
 

1. The amounts in the statements have been rounded down to the nearest million yen.

  
  2. Transactions with subsidiaries and affiliated companies   

Sales to subsidiaries and affiliated companies

   ¥ 266,714 million

Purchases from subsidiaries and affiliated companies

   ¥ 54,232 million

Transactions with subsidiaries and affiliated companies other than operating transactions

   ¥ 6,274 million
  3. Gain from transfer pricing adjustment   
 

Gain from transfer pricing adjustment is adjustment of transfer pricing taxation related to transactions between Kubota Corporation and its overseas subsidiaries.

  

Notes to Statement of Changes in Net Assets

 

1. The amounts in the statements have been rounded down to the nearest million yen.

 

2. Type and number of shares outstanding

 

Type of shares

   Number of shares
as of  March 31, 2009
(thousands)
   Number of
shares  increased
(thousands)
   Number of
shares  decreased
(thousands)
   Number of shares
as of  March 31, 2010
(thousands)

Common stock

   1,285,919    —      —      1,285,919

 

3. Type and number of treasury stock

 

Type of shares

   Number of shares
as of March 31,  2009

(thousands)
   Number of
shares  increased
(thousands)
   Number of
shares decreased
(thousands)
   Number of shares
as of  March 31, 2010
(thousands)

Common stock

   13,476    233    5    13,703

 

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Table of Contents

4. Dividend

 

(1) Details of dividend paid

 

Date of resolution

  

Type of shares

   Total amount
of dividend
(million)
   Dividend
per share
  

Record date

   Date of payment

Board of Directors’ Meeting on May 13, 2009

   Common stock    ¥ 8,907    ¥ 7    March 31, 2009    June 22, 2009

Board of Directors’ Meeting on November 6, 2009

   Common stock    ¥ 8,906    ¥ 7    September 30, 2009    December 2, 2009

(2) Dividend that the date of payment is in the next fiscal year among the dividend that the record date is in the fiscal year.

 

Date of resolution

  

Type of shares

   Total amount
of dividend
(million)
  

Resource

of dividend

   Dividend
per share
  

Record date

  

Date of

payment

Board of Directors’ Meeting on May 11, 2010

   Common Stock    ¥ 6,361    Retained earnings    ¥ 5    March 31, 2010    June 21, 2010

Notes to Deferred Income Tax

 

1. Significant components of deferred tax assets   

Accrued enterprise tax

   ¥ 1,492 million

Accrued bonus

   ¥ 4,172 million

Provision for warranty costs

   ¥ 1,347 million

Accrued retirement and pension costs

   ¥ 6,789 million

Valuation losses on securities

   ¥ 11,988 million

Other

   ¥ 8,325 million
      

Subtotal

   ¥ 34,115 million

Allowance for deferred tax assets

   ¥ (6,407) million
      

Total deferred tax assets

   ¥ 27,707 million
2. Significant components of deferred tax liabilities   

Unrealized holding gain on securities

   ¥ (25,465) million

Other

   ¥ (879) million
      

Total deferred tax liabilities

   ¥ (26,344) million
      

Net deferred tax assets

   ¥ 1,363 million

Notes to finance lease transactions

The Company uses accounting method for ordinary rental transactions for non-transfer ownership finance lease transactions started on and before March 31, 2008.

 

1. Acquisition costs

   ¥ 5,510 million   

2. Accumulated depreciation

   ¥ 4,284 million   

3. Future minimum lease payments

   ¥ 1,226 million   

(Current portion of future minimum lease payments included above

   ¥ 962 million

4. Lease expenses (Depreciation expense)

   ¥ 2,207 million   
  Note. Depreciation of lease assets corresponding to transactions of non-transfer ownership finance lease is computed by using the straight-line method over the leased term under the assumption that the residual value is equal to the guaranteed residual value. Acquisition costs and future minimum lease payments include interest expense since the balance of future minimum lease payments accounts for only a small percentage of tangible fixed assets as of the balance sheet date.

 

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Table of Contents

Notes to related party transactions

 

Type    Subsidiary    Subsidiary    Subsidiary
Name    Kubota Tractor Corporation    The Siam Kubota Industry Co., Ltd.    Kubota Engine America Corporation
Location    California, U.S.A.    Pathumthani, Thailand    Illinois, U.S.A.
Common stock    US$37 million    333 million baht    US$10 million
Operations    Sales of tractors, small-sized construction machinery and related products in the U.S.A.    Manufacturing and sales of diesel engines and power tillers, and sales of tractors and other machinery in Southeast Asia, mainly in Thailand    Sales, engineering and after-sales service of engines, engine parts and engine accessories
Percentage of voting shares    90.0*    60.0    90.0*
Relationship   

Sales of products of Kubota,

Interlocking Directors

  

Manufacturing and sales of products of Kubota,

Interlocking Directors

   Sales of products of Kubota
Contents of transaction    Sales of tractors and other machinery (Note 1, 2)    Sales of engines and other products (Note 1)    Sales of engines (Note 1)

Amount of transaction

(¥ million)

   41,538    19,398    18,721
Accounts    Trade accounts receivable    Trade accounts receivable    Trade accounts receivable

Balance, March 31, 2010

(¥ million)

   14,197    10,745    7,887

 

* Indirect holding

 

Type   Subsidiary   Subsidiary
Name   Kubota Credit Co., Ltd.   Siam Kubota Leasing Co., Ltd.
Location   Osaka, Japan   Pathumthani, Thailand
Common stock   ¥350 million   1,375 million baht
Operations   Retail financing to purchasers of farm equipment, construction machinery and related products in Japan   Retail financing to purchasers of tractors, combine harvesters and others in Thailand
Percentage of voting shares   51.7
15.1*
  100.0*
Relationship  

Financial assistance,

Interlocking Directors

  Guarantee of indebtedness
Contents of transaction  

Lending

(Note 3, 4)

    

Interest receipt

(Note 3)

  Guarantee of indebtedness (Note 5)

Amount of transaction

(¥ million)

  48,566      506   19,582
Accounts  

Short-term

loans receivable

 

Long-term

loans receivable

     Other
(current assets)
  —  

Balance, March 31, 2010

(¥ million)

  21,600   24,000      66   —  

 

* Indirect holding

Regarding amount in the above table, amount of transaction does not include consumption tax and balance at March 31, 2010 includes consumption tax.

 

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Table of Contents

<Terms and conditions of business and decision policies of terms and conditions of business and others>

Notes:

 

  1. Regarding product sales, suggested price are proposed by Kubota Corporation and transaction price are decide after price negotiation in consideration of market price and total cost.

 

  2. Regarding amount of transaction and balance at March 31, 2010, amount of transactions by the intermediary Marubeni America Corporation is included.

 

  3. Regarding lending, Kubota decides interest reasonably in consideration of market interest rate.

 

  4. Regarding amount of transaction, the average balance during the fiscal year is listed because it is difficult to figure out due to repetitive transaction.

 

  5. Kubota Corporation provides guarantee for borrowings of Siam Kubota Leasing Co., Ltd. from financial institution.

Notes to Per Common Share Information

 

1. Net assets per common share

   ¥ 339.59

2. Net income per common share

   ¥ 23.02

 


 

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Table of Contents

Transcript copy of the independent auditors’ report concerning Consolidated Financial Statements

(Translation)

INDEPENDENT AUDITORS’ REPORT

May 4, 2010

 

To the Board of Directors of Kubota Corporation
    Deloitte Touche Tohmatsu LLC
   

Designated Unlimited Liability Partner,

Engagement Partner

Certified Public Accountant:

    Akio Tsuchida
   

Designated Unlimited Liability Partner,

Engagement Partner

Certified Public Accountant:

    Shojiro Yoshimura
   

Designated Unlimited Liability Partner,

Engagement Partner

Certified Public Accountant:

    Teruhisa Tamai

Pursuant to the fourth paragraph of Article 444 of the Corporate Law, we have audited the consolidated financial statements, namely, the consolidated balance sheet as of March 31, 2010 of Kubota Corporation and consolidated subsidiaries (“the Company”), and the related consolidated statements of income and changes in equity, and the related notes for the fiscal year from April 1, 2009 to March 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2010, and the results of its operations for the year then ended in conformity with the recognition and measurement criteria of accounting principles generally accepted in the United States of America, as modified by the first paragraph of Article 3 of the Supplementary Provisions of the Ministerial Ordinance of the Corporate Accounting (Ordinance of the Ministry of Justice No. 46 of 2009) (Refer to Notes of Consolidated Financial Statements, Significant Accounting Policies 1. Basis of Preparation of Consolidated Financial Statements).

Additional Information

As discussed in Notes of Consolidated Financial Statements, Significant Accounting Policies 7.(2) New Accounting Standard, the Company has adopted ASC 810, “Consolidation” (former SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”) from April 1, 2009. Therefore, the Company has prepared Consolidated Financial Statements in accordance with this accounting standard.

Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law.

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

 

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Table of Contents

Transcript copy of the independent auditors’ report concerning Financial Statements (Non-consolidated)

(Translation)

INDEPENDENT AUDITORS’ REPORT

May 4, 2010

To the Board of Directors of Kubota Corporation

 

Deloitte Touche Tohmatsu LLC

Designated Unlimited Liability Partner,

Engagement Partner

Certified Public Accountant:

 

Akio Tsuchida

Designated Unlimited Liability Partner,

Engagement Partner

Certified Public Accountant:

 

Shojiro Yoshimura

Designated Unlimited Liability Partner,

Engagement Partner

Certified Public Accountant:

 

Teruhisa Tamai

Pursuant to the first item, second paragraph of Article 436 of the Corporate Law, we have audited the financial statements, namely, the balance sheet as of March 31, 2010 of Kubota Corporation (“the Company”) and the related statements of income and changes in net assets, and the related notes for the 120th fiscal year from April 1, 2009 to March 31, 2010, and the accompanying supplemental schedules. These financial statements and the accompanying supplemental schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the accompanying supplemental schedules based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the accompanying supplemental schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and the accompanying supplemental schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement and the accompanying supplemental schedules presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and the accompanying supplemental schedules referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2010, and the results of its operations for the year then ended in conformity with accounting principles generally accepted in Japan.

Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law.

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

 

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Table of Contents

Transcript Copy of the Audit Report of the Board of Corporate Auditors

(TRANSLATION)

AUDIT REPORT

In respect of the execution of duties of the Directors during the 120th fiscal year from April 1, 2009 to March 31, 2010, the Board of Corporate Auditors (hereinafter “we”), following the discussion among us, have prepared this audit report based on the audit report prepared by each Corporate Auditor, and hereby report as follows:

1. Methods and details of audits by Corporate Auditors and the Board of Corporate Auditors

We have formulated an audit policy, sharing of duties among auditors, and other audit-related items. We have received reports from each Corporate Auditor on the implementation and results of audits, and received reports from the Directors of Kubota Corporation, the Independent Auditor, and other parties on their execution of duties, and requested explanations from them when necessary.

In accordance with the Standards for Auditing by Corporate Auditors, the audit policy, sharing of duties among auditors, and other audit-related items that were determined by us, each Corporate Auditor: communicated well with Directors, the internal auditing department, other employees, and other bodies; gathered information and improved the audit environment; attended the Board of Directors meetings and other important meetings; received reports from Directors and other employees on their execution of duties; requested explanations from them when necessary; reviewed documents concerning matters such as important decisions; and conducted inspections of the business and financial condition at Kubota Corporation’s Head Office and other principle offices. Each Corporate Auditor also monitored and verified: the Board of Directors’ resolution on a system to ensure that the directors’ execution of their duties comply with laws and Kubota Corporation’s Articles of Incorporation, and also comply with the establishing and improving structure prescribed in the Corporate Law Enforcement Regulation Article 100 Clauses 1 and 3 to ensure that joint-stock company’s operations are carried out appropriately; and a system (internal control systems) established based on the said resolution. Each Corporate Auditor strove to communicate well and exchange information with the subsidiaries’ Directors and Corporate Auditors, and inspected some subsidiaries whenever necessary. Through these methods, each Corporate Auditor examined the business report for the 120th period and the supplementary schedules for the fiscal year under review.

In addition, we monitored and verified whether the Independent Auditor made appropriate audits while maintaining its independence. We received reports from the Independent Auditor on its operations, and requested explanations when necessary. The Independent Auditor notified us and we requested its explanations when necessary, concerning its establishment of a “System for Ensuring the Appropriate Execution of Duties” (the Corporate Calculation Regulations Article 131) in accordance with the “Quality Control Standards for Audits” (issued by the Business Accounting Council on October 28, 2005). Through these methods, we reviewed the financial statements (balance sheets, statements of income, statement of changes in net assets and notes of non-consolidated financial statements) and the supplementary schedules, as well as the consolidated financial statements (consolidated balance sheets, consolidated statements of income, consolidated statement of shareholders’ equity and notes of consolidated financial statements), for the fiscal year under review.

2. Results of the Audit:

 

(1)

Results of the Audit for the Business Report

 

  1) We have found that the business report and the supplementary schedules present fairly the current position of Kubota Corporation in conformity with applicable laws and regulations and the Articles of Incorporation.

 

  2) In respect to the execution of duties of the Directors, we have found neither improper conduct nor any material breach of applicable laws and regulations and the Articles of Incorporation.

 

  3) We have found that the resolutions of the Board of Directors regarding the internal control system are proper and correct. We have found nothing that needs to be pointed out concerning the Directors’ performance of their duties regarding the internal control system.

 

(2) Results of the Audit for the financial statements and the supplementary schedules

We have found that the auditing methods employed by Deloitte Touche Tohmatsu LLC, Independent Auditor, and the results thereof are appropriate and sufficient.

 

(3) Results of the Audit for the consolidated financial statements

We have found that the auditing methods employed by Deloitte Touche Tohmatsu LLC, Independent Auditor, and the results thereof are appropriate and sufficient.

May 10, 2010

 

The Board of Corporate Auditors of Kubota Corporation   
Corporate Auditor (full time)    Yoshiharu Nishiguchi
Corporate Auditor (full time)    Toshihiro Fukuda
Corporate Auditor (Outside Corporate Auditor, full time)    Masao Morishita
Corporate Auditor (Outside Corporate Auditor)    Yoshio Suekawa
Corporate Auditor (Outside Corporate Auditor)    Masanobu Wakabayashi

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

 

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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, 2010   By:  

/s/ Shigeru Kimura

  Name:   Shigeru Kimura
  Title:   Executive Officer
    General Manager of Finance & Accounting Department