Toppan is Communication
Transcription
Toppan is Communication
Annual Report 2001 Toppan is Communication AR 01.10.24 6:23 PM ページ 1 The Trump Cards in Electronic Communications AR 01.10.24 6:23 PM ページ 2 IC Cards Touchdown of the IC Card Era Although IC cards were first adopted widely in Europe, with rapid advances in IT in Japan, we are on the verge of fullscale growth in demand. IC cards are already being used in the credit card and digital broadcasting industries and Toppan’s Competitive Edge will soon be introduced in a wide range Toppan’s strength in the IC card mar- of other applications, such as in banking, ket is the ability to provide companies mobile communications, transportation, in a broad range of industrial fields with and municipal government systems. IC comprehensive support for IC card sys- cards are expected to expand beyond tems. Our operations extend from sys- the framework of conventional card tems planning and design to the become an indispensable tool for con- The Leading Domestic Manufacturer sumers in the 21st century. In anticipation of the trend toward facturing and issuance under stringent greater use of IC cards, Toppan began security control structures. R&D at an early stage and became the Furthermore, we are also engaged in first company in Japan to commercialize sales promotions and marketing analy- the technology in 1983. Since that sis to foster the expanded use of card time, we have produced a number of systems. Toppan draws on its experi- highly reliable products for a wide ence and results acquired through range of industrial fields and built a many years in the card business to solid position as the top domestic man- maintain the confidence of its cus- ufacturer. The advanced security capa- tomers. businesses, and they are likely to bilities required in IC cards are one of Toppan’s technological fortes. It is this knowledge, cultivated since our founding, that we have maximized in such areas as securities printing. In realizing an IC card society that assures consumers and companies convenience and security, Toppan has taken the initiative to drive widespread adoption of this promising technology. 2 development of software and systems for customized cards and card manu- AR 01.10.24 6:23 PM ページ 3 Comprehensive Supply System We are on the verge of significant growth in the use of IC cards. To provide total support for customers, Toppan has built a comprehensive supply system. Our three domestic plants, including the flagship Takino Securities Plant in Hyogo Prefecture, boast the leading-edge mass production facilities. The Ranzan Plant in Saitama Prefecture, completed in 1997, manufactures and issues noncontact IC cards and is targeted to become the top card production facility in Asia. Collaboration with Gemplus In reinforcing our position in the domestic market, we entered a tie-up with Gemplus International SA, of France, which has the leading share of the global market for IC cards. In November 2000, Toppan and Gemplus equally established Toppan Gemplus Services Co., Ltd. (TGS), a joint venture for domestic card issuance services. TGS began operations in April 2001, and its production capacity is expected to steadily increase beyond an initial 500,000 cards per month. The business development of TGS will utilize the parent companies’ extensive security technologies and solution development capabilities in IC card issuance operations. 3 Highest Security Standards in the World In February 2001, Toppan’s IC cards became the first from a domestic vendor to receive “Level 3 Product Certification” from Visa International. Level 3 certification acknowledges achievement of the highest level of security required by Visa International. Very few card manufacturers in the world hold this certification. AR 01.10.24 6:23 PM ページ 4 M s as M ia ed M as sM ed ia M M s as M ia ed as s M ed ia Expan 4 AR 01.10.24 6:23 PM ページ 5 Expanding Communication Mediums —Taking Analog to Digital 5 AR 01.10.24 6:23 PM ページ 6 Color Filters for LCDs Top Global Market Share for LCD Filters Accompanying the spread of IT through the global economy, the use of information and communications devices, such as PCs and cellular phones, continues to grow. The high-precision processing technology developed by Toppan in its Total Support Spanning Product Planning to Production platemaking operations provides important support for these electronic products. Our LCD color filters contin- Toppan has a total support system for a ued to record strong sales increases in wide range of customer needs, from the year under review, building on our color filter pattern design to produc- insurmountable number one position in the global market. Superiority of Toppan’s Color Filter Technology tion. We have two domestic production plants, in Niigata and Shiga, and are building other facilities overseas. In the In 1999, Toppan became the first com- previous fiscal year, we added a new pany in the world to develop color fil- large-scale production line to the flag- ters compliant with European ship Niigata Plant to meet growing Broadcasting Union (EBU) standards. demand and improve our production We subsequently succeeded in develop- capacity. The total production capacity ing EBU-II color filters, which feature of the Toppan Group, including the enhanced color reproduction, as the plant in Taiwan to come on line next next generation of products. We began year, will be three million 12-inch the full-scale supply of EBU-II color fil- equivalent units a month, setting ters in spring 2001. These filters are Toppan even further ahead of its near- suitable for LCD televisions, which are est competitors. expected to enjoy strong growth in the years ahead. At the same time, they feature superior operating qualities for PC monitors, which, in the broadband era, are increasingly being used for video display. The research and development of color filters, although centered at our Technical Research Institute, also involves close, ground level interaction among the Electronics Research Laboratory, and production and marketing divisions. Through this approach, we have established a dominant, unrivaled technological edge in this field. 6 AR 01.10.24 6:23 PM ページ 7 Bolstering Our Position in the Taiwanese Market In recent years, Taiwan has become a global manufacturing base for PCs and peripherals, and the local procurement of components and materials has intensified. Taiwanese manufacturers import the majority of their LCDs from Japan, and the need for local production is increasing. In March 2001, Toppan and Advanced Material Technology Corporation in Taiwan established a new company, Toppan CFI (Taiwan) Co., Ltd., for the production and sale of color Global Acceptance of Toppan’s Color Reproduction Technology filters. The construction of the plant has Our color reproduction technology has the start-up of operations, we will be received high evaluations from a wide well positioned to flexibly supply local array of sources. Recently, our compo- TFT manufacturers with high-quality Color Filter Technology Leads to New Business Opportunities nents and materials division received an color filters. Our goal is to also obtain In June 2001, Toppan and E Ink award from the Society for Information the top share of the rapidly expanding Corporation, of the United States, a Display, the world’s leading academic Taiwanese market. leader in electronic ink for paper-like already begun, and production is scheduled to come on line in June 2002. With displays, entered a strategic tie-up for society in the field of displays. the development of color electronic paper. In return for capital investment and development collaboration, Toppan will receive, for a set period, exclusive global rights to manufacture color filters for electronic paper. The companies agreed to cooperate in strategic projects, including the development of flexible color filters and flexible displays, as well as in joint market development for electronic POP materials and indoor display media. 7 AR 01.10.24 6:24 PM ページ 8 Mass Media Markets and the Drive for Personalization 8 AR 01.10.24 6:24 PM ページ 9 9 AR 01.10.24 6:24 PM ページ 10 Bitway www.bitway.ne.jp Bitway, Toppan’s Internet-based content distribution service established in July 1999, reached a cumulative total of 2.4 million purchases by August 2001, with a monthly figure exceeding 180,000. Bitway offers 30 content categories, including fortune-telling, counseling, games, music, and electronic books, and more than 10,000 titles, making it one of the largest content distribution systems in Japan. Revenues are divided among the content provider, the sales partner, and Toppan. Bitway’s Expansion of the Content Business The content distribution market, prior to Bitway’s arrival, lacked an effective sales channel, irrespective of the superiority of the contents produced. Today, however, publishers, artists, and other content providers can acquire a sales channel Contents submit with access to 15 million subscribers via Japan’s largest ISPs (Internet Service Providers), our sales partners, by submitting their contents to Toppan. In addition, if they use Cross-Bitway, the content provider does not have to build a payment system that is compatible with each ISP and can instead focus on content creation. Also, content providers receive a wide range of services, such as Count-Bitway, which provides daily reports on sales trends; the promotion of debut contents; and total support for electronic watermarks and other copyright protection. On the other hand, users automatically pay for content purchases through their registered accounts on ISPs or e-commerce sites, providing convenience and security. 10 -Publishers -Artists -Creators -Film making companies Contents distribution Contents sales To 15 million subscribers AR 01.10.24 6:24 PM ページ 11 Toward Further Growth In the future, Toppan will work to secure high-quality contents and to add powerful new sales channels. In addition, in response to the growing use of mobile devices and broadband networks, we will further accelerate our acquisition of video content and our development of transmission systems. For example, in November 2001 we plan to commence a new Bitway service that features the transmission of Partner Companies in the Content Distribution Network content to mobile terminals. The use of ■ Internet Initiative Japan Inc. PDAs is increasing, and transmission (To build the infrastructure for the con- tests have started on next-generation tent distribution network.) cellular phones. In this environment, ■ M.Ken Co., Ltd. the business of fee-based transmission (To provide “LUCENTMARK” digital to mobile terminals is beginning full- watermark technology for the copy- scale expansion, providing a promising right protection of contents.) market for our new Bitway service. In ■ Intel Corporation the mobile field, we plan to engineer a (To provide technical advice on the dis- range of basic technologies, develop a tribution of content using servers based business model, cultivate our knowl- on Intel architecture and on the distrib- edge in mobile business operations, ution of rich content.) and strive to become a market leader. ■ Sun Microsystems K.K. (To build the server infrastructure for content distribution.) ■ IBM Japan, Ltd. (To provide marketing systems infrastructure.) Sales Partners ■ ASAHI Net, Inc. (ASAHI Net) ■ WebOnLine Networks, Ltd. (JustNet) ■ KOJIMA CORPORATION (Kojima Net) ■ 7dream.com (7dream.com) ■ KDDI CORPORATION (DION) ■ Plala Networks Inc. (plala) ■ Sony Communication Network Corporation (So-net) ■ DreamNet Corporation (DreamNet) ■ NIFTY Corporation (@nifty) ■ JAPAN TELECOM CO., LTD. (ODN (Open Data Network)) ■ NEC Corporation (BIGLOBE) ■ Matsushita Electric Industrial Co., Ltd. (Panasonic hi-ho) Names in parentheses are ISPs or the e-commerce sites operated by the companies. 11 AR 01.10.24 6:24 PM ページ 12 PROFILE Since its founding in 1900, Toppan Printing Co., Ltd., has achieved noteworthy growth and become a leader in Japan‘s printing industry. Today, the Company‘s operations extend over a wide range of fields, including Securities and Cards, Commercial Printing, Publications Printing, Packaging, Industrial Materials, Electronics, Business Forms, and Multimedia. The use of digital and communications technologies continues to register dramatic growth. Accordingly, Toppan is working to take advantage of new opportunities in the printing business by maintaining a strong focus on technical innovation, such as the incorporation of leading-edge technological advances into its original printing technologies. The expanding range of multimedia technologies and the advance of desktop publishing are having an especially significant impact on the printing industry. Toppan has already established positions of leadership in these fields, resulting in a wealth of new business opportunities for the Company. Toppan is committed to building on its traditional strengths as a printing company to expand into a wider range of operations as an information and communications company that is a leader in the integration of printing and multimedia. The year 2000 marked the 100th anniversary of Toppan’s establishment, and we have characterized this milestone as a symbolic “second renaissance” of the Company. In the years ahead, Toppan will continue to accept the challenges of recording dynamic growth and enhancing value for customers. Financial Highlights 13 Management Message 14 An Interview with Toppan’s CEO 16 Review of Operations 19 Forward-Looking Statements This annual report includes certain “forward-looking statements.” These statements are based on management’s current expectations and are subject to change in circumstances. Actual results may differ due to changes in economic, business, competitive, technological, regulatory, and other factors. Securities and Cards 20 Commercial Printing 21 Publications Printing 22 Business Forms 23 Packaging 24 Industrial Materials 25 Electronics 26 Overview of Principal Subsidiaries 28 Financial Section 29 Corporate Data 53 AR 01.10.24 6:24 PM ページ 13 Toppan Printing Co., Ltd. and Subsidiaries FINANCIAL HIGHLIGHTS For the years ended March 31, 1999, 2000 and 2001 Millions of yen 1999 2000 Thousands of dollars* 2001 2001 % Change For the Year: Net sales .............¥1,223,439 ¥1,237,082 ¥1,293,837 $10,434,169 4.6 Operating income ......... 65,217 65,267 67,431 543,798 3.3 Income before income taxes..... 57,775 61,880 35,080 282,903 –43.3 Net income ............ 26,700 30,477 14,752 118,968 –51.6 Per share of common stock (yen and dollars): Net income ........... ¥37.29 ¥42.54 ¥21.00 $0.17 –50.6 Cash dividends.......... 15.00 16.00 16.00 0.13 0.0 Capital expenditures ........ ¥100,921 ¥81,146 ¥99,051 $798,798 22.1 60,274 62,572 65,148 525,387 4.1 Total assets ............¥1,267,357 ¥1,301,180 ¥1,380,156 $11,130,290 6.1 Depreciation and amortization .... At Year-End: Shareholders’ investment ...... 683,906 703,599 716,085 5,774,879 1.8 Working capital .......... 233,420 239,431 200,253 1,614,944 –16.4 Long-term indebtedness ...... 114,242 115,679 90,792 732,194 –21.5 * U.S. dollar amounts are translated from yen at the rate of ¥124=U.S.$1, as at March 31, 2001. NET SALES (Billion ¥) NET INCOME (Billion ¥) SHAREHOLDERS’ INVESTMENT (Billion ¥) 13 AR 01.10.24 6:24 PM ページ 14 MANAGEMENT MESSAGE In the fiscal year ended March 31, 2001, Toppan strengthened its foundation for sustainable growth in profitability and achieved solid results throughout its business operations. While accelerating its transition to an information and communications company, Toppan was able to achieve a strong performance in difficult economic conditions by providing comprehensive solutions from the customer’s point of view and by taking an aggressive, tenacious approach to business challenges. The following results show the Company’s steady performance improvement: ■ Consolidated net sales up 4.6%. ■ Gross profit margin up 1.5 percentage points. ■ Operating income up 3.3%. The business fields that made the most significant contributions to expanded profitability were commercial printing and electronics. In the year under review, economic trends in Japan were mixed, and operating conditions in the domestic printing industry remained challenging. Demand for commercial printing, however, showed signs of recovery. Toppan worked to aggressively provide comprehensive solutions using IT and to obtain orders for integrated products and services. In electronics, demand for LCD color filters was strong and we recorded a significant increase in sales, centered on PCs. Throughout this annual report, we discuss our initiatives and accomplishments in the year under review. Here, however, we would like to emphasize several achievements that are worthy of special attention. ■ In core printing operations, we reinforced our leadership position. ■ In LCD color filters, we maintained our top share of the global market. ■ In IC cards, where significant growth in demand is expected, we strengthened two domestic production facilities and established a joint venture company with Gemplus International SA, of France. Hiromichi Fujita, Chairman & Representative Director (left) and Naoki Adachi, President & CEO Realigning Our Business for a New Age Toppan formulated Toppan Vision 21 to spell out its fundamental approach to business in five business fields for the 21st century. The three fields of Information & Networks, Living Environment, and Electronics will tie together our operations in Securities and Cards, Commercial Printing, Publications Printing, Packaging, Industrial Materials, and Electronics. New areas of business will be created in Personal Service, where we provide information and services to consumers, and Next-Generation Products, where we develop and provide next-generation products targeting growth markets, such as functional industrial materials. While working to ensure strong growth prospects and profitability in each field, we will increase our corporate value. The Company will also endeavor to raise the comprehensive strengths of the Toppan Group by maximizing its synergies. 14 AR 01.10.24 6:24 PM ページ 15 The Success of Customers In all of its management policies, Toppan gives top priority to the success of its customers. From innovative technological development to the front lines of marketing and detailed aspects of the production process, we have taken steps to further raise customer satisfaction by offering products and services that incorporate creativity. In the future, in each of our business fields, we will continue to provide comprehensive solutions that feature Toppan’s distinctive strengths. In Information & Networks, we will strive to contribute to solving customer problems by making full use of IT to create new value with information processing and management. In Living Environment operations, giving priority to the needs of consumers, we will launch products with superior functionality and consideration for the environment. At the same time, we will emphasize operations that include software and services that raise the brand value of customer products. In Electronics, we will provide high-quality, easy-to-use, advanced products that meet needs related to the increasing sophistication of display technology. In addition, in providing leading-edge components for advanced semiconductors, we will further expand into electronics-related design areas by heightening our semiconductor design capabilities. Meanwhile, in Personal Service and NextGeneration Products, we will strive to optimize our technical skills acquired through our existing lines of business. At the same time, in bolstering Toppan brand recognition, we will reinforce our technical and marketing capabilities, develop new net businesses, and enter fields centered on advanced products in emerging markets. Responding to Market Needs We are experiencing an era of dramatic change that is eclipsing world markets. To take advantage of business opportunities resulting from rapidly changing markets, corporations must always select the optimal strategy. This is true for Toppan as well as for its customers. As we make the most of our strong base of customers, cultivated throughout our business fields, we will provide comprehensive solutions to market needs and thereby continue to establish a position of leadership in the information and communications industry. In this way, Toppan will increase its shareholders’ value, expand business with its partners, provide new opportunities for its employees, and become a company that consistently contributes to the success of its customers. September 2001 Hiromichi Fujita Chairman & Representative Director Naoki Adachi President & CEO 15 AR 01.10.24 6:24 PM ページ 16 AN INTERVIEW WITH TOPPAN’S CEO ■ Since you became president in June 2000, what issues have you focused on? I have devoted considerable attention to operational reforms designed to make Toppan number one in the printing industry. In other words, increasing the speed of our transition from an order-taking approach that has traditionally characterized the industry to become an information and communications company. We made clear our determination to develop and commercialize new fields of business, reevaluate our existing businesses, and withdraw from fields with low profitability. Furthermore, we explained to customers and shareholders the details of our corporate philosophy, creed, and Toppan Vision 21, which clarifies the direction we will take in the 21st century. Particular emphasis was placed on our growth strategies for Information & Networks, Living Environment, Electronics, Personal Service, and Next-Generation Products; all of these efforts being favorably received. ■ What were Toppan’s most notable achievements during the year? In short, it was a year in which Toppan built a foundation for sustainable growth in profitability. We recorded higher revenues and profits and, in a difficult operating environment, registered a truly consistent performance. That performance indicates that our business model is functioning properly. Another significant achievement was a widespread change in the attitudes of all employees, with employee motivation reaching unprecedented levels across the Company, from the front lines of marketing to production plants. ■ What is Toppan’s strategy for growth? Currently, printing operations account for the largest share of our sales, but in the near future we will focus our management resources on the three areas of electronics, ebusiness, and ecology. Of these, electronics has joined printing as one of our major sources of profitability, and in the short term electronics will receive about 40% of our capital investment. Over the longer term, however we will develop next-generation products, such as electronic paper. Electronic paper refers to displays that produce paper-like image quality, using LCD color filter technology. Toppan has entered an agreement with E Ink Corporation, of the United States, to develop color electronic paper technology. In those endeavors, we will not rely solely on our own original technology but, in an age that demands speed, will also consider tie-ups with companies that present superior technologies. 16 AR 01.10.24 6:24 PM ページ 17 ■ What is Toppan doing to improve profitability in its mainstay printing operations? Demand for advertising is improving, and we recorded increased revenues in our commercial printing operations; however, we are not satisfied with our profitability. This is because our rationalization efforts were not implemented in time for the resulting cost savings to offset rising paper prices and the lower sales prices caused by intensified competition. In the future, intelligence will become even more important in a variety of areas, and a high level of planning ability will be indispensable in obtaining comprehensive orders from customers. Toppan has built a solid customer base in a wide range of industries while cultivating substantial technologies and expertise through business activities with customers. We will allocate these valuable intellectual assets to fields with strong prospects for growth and profitability. As one facet of improving our profitability, we aimed to scale our workforce to 20,000 employees by March 2002, and having achieved that target we are now reviewing to streamline the figure to 18,000. At the same time, we will emphasize increased efficiency and laborsaving in administration through the appropriate allocation of personnel and the full use of information technology. In addition, to increase corporate value through improved profitability, which is a foremost consideration, selective orders will take on an increasing importance in our marketing activities. By providing products and services unique to Toppan, we will resolve customers’ problems and further increase our competitiveness in the market. ■ What are Toppan’s plans in IC cards and other new fields that are drawing attention? The IC card era has arrived, and recently customers have been expressing strong interest in these products. In November 2000, we established a card issuance joint venture company with Gemplus International SA, of France, which has the top global share of the IC card market, and we have built a strong supply structure with mass production facilities in Tokyo and Osaka. As IC cards are adopted on a broad scale, we would like to contribute to the realization of a new socioeconomic model that increases convenience for consumers and corporations while maintaining high levels of security. In Internet business, we are focused on the potential of the broadband era. We expect Bitway, our content distribution service, to continue to perform favorably, with a more than twofold increase in sales in the current fiscal year. ■ What environmental activities is Toppan engaged in? I believe that environmental conservation and corporate management are completely compatible. Through reuse and recycling, each year we are reducing the amount of waste that we generate, and this is also steadily leading to reductions in production costs. We refer to environmental conservation in our production activities as Eco-protection activities and to the development of environmentally friendly products as Eco-creativity activities. In a wide range of fields, such as packaging and industrial materials, our 17 AR 01.10.24 6:24 PM ページ 18 Eco-creativity activities have resulted in many innovative products that have been highly evaluated in the marketplace. Moreover, by utilizing the wealth of knowledge that we have accumulated through transactions with a diverse range of customer industries, we have aggressively entered the field of environmental communications, where we are providing a broad array of solutions. In October 2000, we sponsored a major exhibition and seminar of environmental communications that was attended by a large number of people. We also ask third parties to review our annual Environmental Report to ensure its transparency and accuracy. ■ What is the goal of Toppan’s in-house venture capital operation? Based on technology cultivated in printing operations, we have expanded our business fields through the development of a string of innovative product lines, such as packaging, industrial materials, electronics, and e-business. The goal of our in-house venture capital system, started in January 2001, is to systematize this type of corporate culture and to enhance it further. We have allocated ¥5 billion to the system, which will support the establishment of new companies. In regard to the new operations that are created through this system, we would expect to see bold, aggressive net businesses as well as businesses based on new approaches to existing operations, especially printing. ■ Toppan is referred to as a domestic-oriented printing company, but what about its global developments? Currently, overseas sales account for less than 10% of our sales, but we expect that Toppan and other large domestic printing companies will in the future be caught up in the wave of economic globalization. The establishment of a network of production bases is an important management challenge for Toppan, which is working to bolster its position in Asian markets, centered on electronics. We have already strengthened our manufacturing and marketing capabilities in Taiwan and plan to complete a new LCD color filter plant there in June 2002. Our major production facilities in North America comprise a plant in New Jersey that handles commercial printing, a plant in Atlanta that primarily produces interior decor materials, and an electronics plant in San Diego. We are steadily expanding our production network, and we are now building a new plant in Poway, near San Diego. We are also working to reinforce our tie-ups in marketing sectors through offices in New York, Los Angeles, and London. We want to undertake developments that make use of our strengths as an information and communications company that offers diverse solutions centered on printing. In addition, in October 2000, we signed a collaborative agreement with the Beijing Palace Museum in China to conduct research into digitizing cultural assets. This joint research is targeted at a method of preserving and exhibiting on a semipermanent basis historical assets that are part of the world’s cultural heritage. The first stage will involve the creation of virtual reality contents for the Forbidden City and a digital archive of the cultural assets held by the museum. 18 Naoki Adachi, President & CEO AR 01.10.24 6:24 PM ページ 19 REVIEW OF OPERATIONS The Toppan Group’s operations are organized into seven fields: Securities and Cards, Commercial Printing, Publications Printing, Packaging, Industrial Materials, Electronics, and Business Forms. In the year under review, some recovery from the previous year was shown in performance in key business sectors in general. Although market conditions for our core commercial printing operations still remained difficult, we registered a rise in commercial printing sales. Electronics, for which Toppan has strong expectations, recorded the highest growth among the Company’s business fields. As a result, Toppan achieved an increase in net sales. In the future, we will selectively focus our management resources on electronics markets, which are expected to post solid growth. We also intend to actively promote our e-business initiatives, including our digital solutions and Internet businesses. We will continue working to fortify our earnings structure in our core printing fields with an aggressive commitment to administrative reform and cost reductions. Sales by Business Segment (Millions of yen) 1999 (% change) 2000 (% change) 2001 (% change) 2002* (% change) Securities and Cards ¥ 50,245 (–0.9%) ¥ 50,198 (–0.1%) ¥ 48,640 (–3.1%) ¥ 48,700 (+0.1%) Commercial Printing 291,483 (–5.7%) 297,280 (+2.0%) 324,353 (+9.1%) 338,000 (+4.2%) Publications Printing 181,522 (–6.7%) 177,159 (–2.4%) 175,286 (–1.1%) 179,400 (+2.3%) Packaging 213,473 (–4.5%) 213,045 (–0.2%) 214,046 (+0.5%) 218,100 (+1.9%) 40,305 (–7.2%) 40,747 (+1.1%) 39,698 (–2.6%) 40,300 (+1.5%) Electronics 132,611 (–8.7%) 140,691 (+6.1%) 167,361 (+19.0%) 185,500 (+10.8%) Business Forms 175,797 (–0.5%) 180,521 (+2.7%) 189,465 (+5.0%) 196,000 (+3.4%) Industrial Materials * Estimated (as of May 22, 2001) Note to Review of Operations As explained in Note 12 of the Notes to Consolidated Financial Statements, our consolidated segment information is presented for the Printing and Other segments. The Review of Operations section of this annual report, however, presents sales information for the Company’s internal operational areas and for five major consolidated subsidiaries. The information is presented in this manner so that readers can more easily understand the performance trends for each of the Company’s areas of operations. In the Review of Operations section of the annual report, the sales figures for the consolidated subsidiaries are the consolidated sales figures for Toppan Forms Co., Ltd. (see page 23) and the nonconsolidated figures for the other four subsidiaries (see page 28), and the combined total of the sales figures for the other six fields represent the nonconsolidated sales of Toppan Printing Co., Ltd. AR 01.10.24 6:24 PM ページ 20 SECURITIES AND CARDS INFORMATION & NETWORKS Overview of Performance Sales of securities and cards in the year under review declined 3.1%, to ¥48.6 billion (US$392.3 million), accounting for 5.0% of the Company’s nonconsolidated sales. We worked to secure new demand stemming from restructuring in the financial industry and the entrance of new competitors into financial markets. As a result, sales of negotiable securities expanded and sales of IC cards grew by a large margin. Sales of magnetic cards, however, recorded a slight decline. Market Trends and Toppan’s Response Toppan is using advanced securities printing technologies and information management expertise to further strengthen its market presence as a leader in securities and cards. We provide integrated services in negotiable securities and cards that extend from planning and design to production and issuance, and we are taking the initiative in promoting the use of IC cards. Sales of magnetic cards, such as credit cards, declined following the high Y2K-related demand in the previous year. In PET cards, we faced difficult market conditions due to the decline in game card demand in the second half of the year. Sales of IC cards, however, recorded a significant increase. In negotiable securities, demand for lottery tickets rose, and as a result of effective initiatives targeting the development of new business with financial institutions, our key customers, demand for products with holograms expanded. Throughout the year under review, we worked to expand our market shares in existing businesses. At the same time, we aggressively developed new fields of business, such as IC cards and outsourcing services for the construction, operation, and administration of customer databases. The use of IC cards is spreading from Europe to countries around the world, and in Japan the full-scale introduction of card systems has begun in credit cards, Electronic Toll Charge (ETC), and the amusement industry. Moreover, IC card systems are expected to be introduced in the near future in a number of additional areas, including banking, mobile communications, transportation facilities, and resident registration systems administered by municipal governments. In November 2000, Toppan established a card issuance joint venture company with Gemplus International SA, of France, one of the global leaders in this field. As a result, we now have a card issuance system that features the most advanced security and system development capabilities. Also, in customer communications and support services for the financial industry, our provision of comprehensive solutions making use of original marketing planning capabilities and advanced information processing skills has been highly evaluated. We secured new business in the provision of overall outsourcing solutions and achieved steady gains in performance. Strategy for the Future Toppan will strive to expand the market shares of its existing products. To that end, we will make continued efforts to secure new demand related to the reorganization of the financial industry and the entrance of new competitors into the industry. We will also develop new markets, such as in telecommunications and other sectors. To improve profitability, Toppan will implement fundamental reforms in production and, by strengthening operational tie-ups with suppliers, work to reduce raw material costs. In preparation for the advent of a full-scale market for IC cards, we will add a new production line at the Ranzan Plant to establish a complete system encompassing development, production, and issuance. Toppan will further strengthen its position as the leading domestic manufacturer through nationwide sales efforts as well as through expanded sales of such products as network certification cards (PKI), employee verification cards, and distribution tags. In e-business, we will strive to expand our operations in the provision of outsourcing services for the back-office processing of card applications. In addition, we will work to establish new sources of revenue, such as expanding sales of passport printers in overseas markets. In the current year, we anticipate sales of securities and cards to total ¥48.7 billion, an increase of 0.1%. 20 Principal Products Stocks, bonds, bank passbooks, product coupons, gift certificates, lottery tickets, business forms Creation, processing, and printing of data Magnetic cards, prepaid cards, IC card systems Development and design of security management systems Consignee for communications management outsourcing SALES (Billion ¥) AR 01.10.24 6:24 PM ページ 21 COMMERCIAL PRINTING INFORMATION & NETWORKS Overview of Performance Toppan’s commercial printing sales rose 9.1% during the year under review, to ¥324.4 billion (US$2,615.8 million), accounting for 33.5% of the Company’s nonconsolidated sales. In an operating environment marked by higher advertising expenditures, centered on the communications, beverage, and household appliance retail industries, the Company achieved this significant level of growth by working to improve its planning and proposal capabilities to secure orders for integrated services. Market Trends and Toppan’s Response In commercial printing, Toppan’s core business area, the Company is reinforcing its market position by providing comprehensive customer support in a wide range of industries. Among the various products and services, we offer a broad array of printing media, marketing solutions that support advertising and promotions, space media for use in commercial spaces, and digital solutions that facilitate e-business. Companies with aggressive approaches to marketing increased their spending on advertising and promotions; total advertising spending in Japan rose 7.2%. Toppan provided planning and proposal based solutions targeting customer convenience, and as a result recorded a significant increase in sales, centered on the appliance retail, credit card, and communications industries. Favorable sales were recorded by such products as pamphlets, catalogs, flyers, and POP (Point of Purchase) materials as well as by digital media related products. On the other hand, demand for gifts and mail-order catalogs was sluggish. Toppan took a number of steps to broaden its fields of business. Our comprehensive consumer premium campaign services, for example, include everything from administrative functions, such as reception, call center operation, lotteries, and the input of applicant data, to fulfillment, such as product control and shipping. In the field of environmental communications, we provided comprehensive support that extends from the development of internal systems and the creation of strategies to the preparation of environmental reports and other communications tools. We also worked to bolster our presence in environmental communications by holding large-scale exhibitions and seminars to which leading domestic and overseas opinion leaders were invited as lecturers. The expansion of e-commerce has sparked an ongoing shift to the development of electronic catalogs, and in this setting the specifications of our GAMEDIOS resource server are becoming a de facto standard in product, text, and image databases. In addition, Toppan has established a position of leadership in the advertising printing industry through the achievement of notable results in the improvement of color management technology and in development. Strategy for the Future In the future, Toppan will utilize its strengths in e-business to bolster its provision of total solutions, with the goal of securing orders for integrated services. Specifically, we will work to expand sales of comprehensive services for promotional campaigns and to meet higher demand for personalized marketing with our Integrated Database Marketing (IDM) system and our Personal Marketing Selective System (PMSS) as well as to increase sales of web solutions. We will thoroughly implement Total Productive Maintenance (TPM) and business process reengineering to improve our productivity and quality while, at the same time, installing new equipment in facilities throughout Japan. We will also strive to speed up the digitization of prepress work, including remote proofing, which increases the efficiency of color proof work; color management; and Computer To Plate (CTP) printing, where plates are made without the use of film. We expect commercial printing sales of ¥338.0 billion in the current year, an increase of 4.2%. 21 Principal Products Posters, catalogs, pamphlets, flyers, calendars, POP materials, gifts, premiums, space design and promotional events, sales promotion planning, multimedia-related activities SALES (Billion ¥) AR 01.10.24 6:24 PM ページ 22 PUBLICATIONS PRINTING INFORMATION & NETWORKS Overview of Performance Toppan’s publication printing sales declined 1.1% during the year under review, to ¥175.3 billion (US$1,413.6 million), accounting for 18.1% of the Company’s nonconsolidated sales. With the publications market remaining sluggish, book sales were down, but sales of magazines showed only a slight decline due to the receipt of orders for new magazines. Market Trends and Toppan’s Response Toppan is reinforcing its strong market position in various ways. In addition to printed publications in a broad range of genres, we produce such electronic materials as DVDs and CDs. We also strive to support publishers, our mainstay customers, by making production more efficient and by providing assistance in new business development. The publishing market contracted for the fourth consecutive term, due principally to a combination of increased expenditures on cellular phones and the Internet and a greater number of stores that sell both secondhand and new books. In magazines, the trends toward separate volumes and magazine-books strengthened. During the year under review, 209 new magazines were launched, a significant increase of 37 from the previous year, while 135 were discontinued, 8 less than in the prior year. Personal computer magazines and women’s magazines sold relatively well; however, general magazine sales showed a declining trend. In books, the number of publications increased and a new paperback brand was introduced, but there were no major bestsellers that activated the market. Toppan’s book-related sales declined at about the same rate as the market overall. Nonetheless, our aggressive marketing activities resulted in increased orders for new magazines, which offset the marketwide decline in the number of issues printed. We worked to improve quality while using our special strengths in digitization to target publishers with redoubled sales activities. Favorable sales results were recorded by our Publishing Contents Database operations, where we input content into a database and then use the database to support secondary applications, such as on-demand printing and network distribution. We also received orders for Publishing Fulfillment outsourcing services, which include not only publications printing but also postal processing and other administrative tasks. In order to improve production efficiency, we accelerated our adoption of DTP and factory automation technologies in the year under review. We also strengthened tie-ups between manufacturing, sales, and the Commercial Printing Division and worked to minimize all types of losses. In addition, to help prevent theft in bookstores, which is becoming a serious problem, we developed a security tag system that inserts non-contact tags in books and magazines at the production stage. Strategy for the Future Conditions in the publications market are expected to remain difficult. In this setting, we will strive to obtain orders for integrated services through the implementation of our differentiation strategy, which is centered on our original planning and creative capabilities and our digitization technologies. By raising production efficiency and making planning proposals, we will work to secure orders for new magazines. We will also take steps to expand sales of on-demand printing, contents database, and fulfillment services, which will undergo a full-scale launch in the current year. To improve overall profitability, we will strengthen the marketing capabilities of regional offices and upgrade the services we provide to corporations and municipalities by making full use of our publishing centers. In production, we will install specialized equipment to facilitate shorter delivery times for reprints. We anticipate publications printing sales of ¥179.4 billion in the current year, an increase of 2.3%. 22 Principal Products Books, weekly magazines, monthly magazines, dictionaries, art books, textbooks, multimedia publishing, publications planning and editing, mediating of acquisition of overseas publishing rights SALES (Billion ¥) AR 01.10.24 6:24 PM ページ 23 BUSINESS FORMS INFORMATION & NETWORKS Overview of Performance Toppan Forms’ consolidated net sales rose 5.0%, to ¥189.5 billion (US$1,527.9 million). In a difficult operating environment marked by intensified price competition and higher paper prices, core business forms operations recorded solid growth, centered on DPS (Data Print Services). Market Trends and Toppan’s Response Toppan Forms’ main areas of business are the provision of business forms, such as slips and invoices, and DPS and other printing services. DPS is an integrated service for organizing, processing, printing, and delivering a range of business documents based on data entrusted to Toppan Forms by its customers. Against a background of recent advances in IT, Toppan Forms has expanded the information management services developed through DPS to media other than paper, such as digital and electronic media. Toppan Forms is meeting a diverse range of information management needs without any restrictions on the media, including Application Service Provision (ASP) and other network-related services. In business forms, sales prices declined due to intensified competition while paper prices increased. However, higher sales were recorded by mail-related forms, such as POSTEX (sealed postcards), and by printed materials for sales promotions. With double-digit sales increases in recent years, DPS has become a driving force behind Toppan Forms’ growth. In an environment marked by expansion in the use of outsourcing, demand for invoices and other business mail was strong. In addition, our DOD (Digital Printing on Demand) services, which facilitate small lots and short-term delivery, are ideal for direct marketing campaigns of financial industry, which are centered on personalized marketing. As a result, Toppan Forms secured new orders for DOD services, and sales increased. In multimedia-related business, Toppan Forms is responding to the rapid spread of the Internet with proposals for paperless information management services. In the year under review, Toppan Forms led the industry with the rollout of its Digital Delivery Service, through which information that companies send to customers and suppliers, such as statements and invoices, is delivered via the Internet in a secure fashion. Strategy for the Future The accelerating spread of the Internet is beginning to change overall social structures from the ground up. As a result, the structure of demand is changing rapidly in industry and commerce, and it has become more important to accurately grasp and rapidly respond to new customer needs. In the area of information management services suitable for paperless information flow, Toppan Forms is already devoting resources to the development and marketing of network-related services and products that incorporate digital technologies. In the future, Toppan Forms will use its operational know-how and the close customer relationships that it has built up over many years in the business forms industry to bolster its customer-oriented marketing capabilities and to create new demand as a comprehensive provider of information management services. Toppan Forms’ consolidated net sales in the current year are expected to reach ¥196.0 billion, an increase of 3.4%. 23 Principal Products Continuous forms, multi-function forms, envelopes, direct mail, catalogs, cards, Data Print Services (DPS), sales and maintenance of equipment SALES (Billion ¥) AR 01.10.24 6:24 PM ページ 24 PACKAGING LIVING ENVIRONMENT Overview of Performance Toppan’s sales in the Packaging Division increased 0.5%, to ¥214.0 billion (US$1,726.2 million), accounting for 22.1% of the Company’s nonconsolidated sales. Toppan worked to expand sales of environmentally friendly products in response to the full implementation of the Container Packaging Recycling Law in April 2000. Sales of GL film and other flexible packaging materials were higher, and demand for paper containers was strong. Market Trends and Toppan’s Response As recycling takes on growing prominence throughout society, Toppan is using its capabilities as a leader in packaging to provide products that are both economical and environmentally friendly throughout their life cycles. Toppan also provides products and solutions that help corporations to increase the strength of their brands. Solid sales growth was recorded by products for the pharmaceutical industry and the telecommunications-related sector of the electronics industry, each of which has been the target of aggressive new business development measures by Toppan. Rapid growth in demand of GL film supported favorable sales of flexible packaging materials, and demand for paper containers and corrugated cardboard boxes was firm. However, due to the rapid shift toward environmentally friendly products, market conditions for plastic products, especially those used in toiletries, were difficult. The reputation of GL film, one of Toppan’s strategic products, was further strengthened during the year under review. As a non-PVC product, GL film is environmentally friendly, and it offers high barrier performance and functionality. We have also developed GL-C bottle, which facilitates vapor deposition processing on products with curved three-dimensional shapes, such as bottles. This product was added to the GL series of transparent barrier products. For our Cartocan paper beverage containers, we proposed new applications that take advantage of Cartocan’s distinctive characteristics as a non-metal container. As a result, we recorded a significant increase in Cartocan sales. We bolstered our business in filling containers for other companies with the launch of the Bottled Pouch and with the introduction of specialized equipment at the Ranzan Plant that reinforced our production capabilities. Ecogloss recorded increases in both the number of products in which it is used, centered on the food industry, and the number of customers that are using it. As a result, Ecogloss drove our growth in the paper container field. Expanding sales of environmentally friendly products is a key part of Toppan’s growth strategy, and, in March 2001, we reinforced our position as an industry leader when we received ISO 14001 certification for our environmental management systems in the Packaging Division’s development, planning, and marketing departments. Strategy for the Future Market conditions for our conventional packaging products are expected to remain sluggish. In response, Toppan will focus on the fundamental concepts of environmental friendliness and consumer convenience and incorporate universal design principles into its production development activities. We will work to further expand our shares in the medical, pharmaceutical, and electronics markets, which hold strategic importance for the Packaging Division. Also, the division will strive to raise its profitability by increasing the percentage of sales accounted for by environmentally friendly products. To that end, we will enhance the functionality of and broaden the range of uses for products in the GL series, such as retort pouches that can be used in microwave ovens. With Cartocan, we will take steps to secure more orders in the field of nutritious foods and will work to expand sales by setting Cartocan as a core product in our consignee filling operations, along with Bottled Pouch. In the current year, we expect packaging sales of ¥218.1 billion, an increase of 1.9%. 24 Principal Products Planning, development, and manufacture of packaging, including paper containers, flexible packaging materials, liquid containers, cups, plastic containers, corrugated cardboard containers, labels Development and manufacture of packaging materials Design and manufacture of packagingrelated systems equipment Packing of products into containers (as outsourcing consignee) Packaging-related consulting SALES (Billion ¥) AR 01.10.24 6:24 PM ページ 25 INDUSTRIAL MATERIALS LIVING ENVIRONMENT Overview of Performance Toppan’s sales of industrial materials decreased 2.6%, to ¥39.7 billion (US$320.1 million), accounting for 4.1% of the Company’s nonconsolidated sales. Environmentally friendly products, a key focus for the Company in recent years, enjoyed strong demand. But with the U.S. market sluggish, overseas sales declined. As a result, the division’s sales were down slightly from the previous year. Market Trends and Toppan’s Response Toppan uses its original expertise in printing technologies and materials development to supply residential construction companies and building materials manufacturers with a wide range of housing-related materials that feature functionality and high added value. As a result, the Company has established a position as a leader in the housing materials industry. Domestically, the operating environment was challenging in the year under review. With Japan’s sluggish economy, new housing starts declined from the previous year, and intensifying competition among companies resulted in lower sales prices. Overseas, the U.S. market was weak, and exports declined. Nonetheless, aggressive marketing activities emphasizing the competitiveness of our products enabled us to expand our market share. In particular, social concern for the environment continued to grow, and we recorded higher sales of environmentally friendly products, which we have emphasized in recent years. Our major environmentally friendly products include Toppan Ecosheet, a non-PVC decorative sheet, and Toppan Ecowall, a non-PVC wallpaper. Each of these products was a driving force behind the division’s performance. Also, our original 101 Series of decorative sheets was favorably evaluated and strengthened our lineup of environmentally friendly products. In marketing, we introduced a new web site (http://forest.topica.ne.jp/) that features showroom functions and began to distribute information to architects and interior designers. These activities helped us to bolster our customer base. Strategy for the Future There is no expectation of a rapid recovery in housing starts, and market conditions are expected to remain difficult. In this setting, we will work to increase sales of industrial materials by expanding our lineup of high-value-added, highly functional products, centered on environmentally friendly products. For example, we will broaden the applications of Toppan Ecosheet from doors and walls to include kitchens, bathrooms, and flooring by adding application-specific functions. We will also work to expand sales of our 101 Coordination Floor, a product in our original 101 Series, as a flooring material with superior design functionality, principally for use in multi-unit dwellings, such as condominiums. In addition, we will bolster our product development and sales activities for recyclable materials. In production, we will move ahead with environmental initiatives, such as eliminating toluene and xylene from inks, solvents, and resins that we use. In the current year, we expect sales of industrial materials to total ¥40.3 billion, an increase of 1.5%. 25 Principal Products Decorative sheets, wallpaper, flooring, furniture finishings, exterior finishings, electromagnetic shields SALES (Billion ¥) AR 01.10.24 6:24 PM ページ 26 ELECTRONICS ELECTRONICS Overview of Performance Toppan’s sales in the Electronics Division increased 19.0%, to ¥167.4 billion (US$1,349.7 million), accounting for 17.2% of the Company’s nonconsolidated sales. Our mainstay LCD color filters continued to register significant growth, and, among semiconductor-related products, photomasks and boards for semiconductor packages enjoyed firm demand. Market Trends and Toppan’s Response Toppan uses the microfabrication technologies that it acquired through extensive experience in platemaking in order to provide the display and semiconductor industries with parts for advanced electronic components and devices. The technical strengths and quality of our products have been highly evaluated, and in each of these fields we have established a position of market leadership. We have steadily expanded the scale of our operations by continuously strengthening our market competitiveness, and the Electronics Division has become the key driving force of Toppan’s growth. Display-Related Products In display-related products, sales of LCD color filters, in which Toppan boasts the top share of the global market, continued to record strong growth. The LCD display market was characterized by significant expansion in demand for products used in notebook PCs, PC monitors, car navigation systems, and cellular phones. Although slumping demand for PCs in the second half of the year had an adverse influence, our dominant market position was unshaken. In this setting, Toppan continued to expand production capacity by installing a large-scale production line in the Niigata Plant. In technical development, we took steps to further enhance the quality and functionality of our color filters. Specifically, we developed a new product that expands the color-reproduction capabilities of our EBU (European Broadcasting Union) standard based color filter. This filter, the first of its kind, is currently in mass production. Toppan’s color-reproduction technology has been highly evaluated in the industry, and it recently received the Display Material or Component of the Year award from the Society for Information Display, a globally respected international organization. On the other hand, sales of shadow masks for CRTs (Cathrode Ray Tubes) declined from the previous year due to sluggish conditions in the market for personal computer CRT monitors. However, Toppan worked to improve profitability by specializing in high-value-added, high-precision shadow masks and focusing resources on the manufacture of these products. Other products enjoying increasing demand included anti-reflection filters for notebook computers and cellular phones as well as screens for highprecision, large-screen projection TVs. Semiconductor-Related Products In semiconductor-related products, sales of the division’s mainstay photomasks were favorable. The semiconductor market itself entered an adjustment phase in the second half of the fiscal year, but new product development in the semiconductor industry became more active, leading to higher demand for photomasks. Toppan worked to expand its operations by making full use of its technical strengths and entering cooperative ventures with semiconductor companies. These efforts yielded steady results. In addition, strong sales growth was recorded by BGA (Ball Grid Array) semiconductor packaging, which meets needs for small surface mount areas and high pin counts. In the year under review, we began the full-fledged operation of mass production lines for both plastic and tape BGA packages, thus strengthening our operational foundation. 26 Principal Products Photomasks, leadframes, printed wiring boards, shadow masks, color filters, design and development of software for LSIs and printed wiring boards, plastic molds SALES (Billion ¥) AR 01.10.24 6:24 PM ページ 27 Sales of printed wiring boards increased from the previous year due to the success of our mass production technologies for buildup, multilayer, high-density, and high-reliability boards. Strategy for the Future The Electronics Division will focus its management resources on product lines with high growth potential, while those product lines with low profitability and growth potential will be streamlined through operational rationalization measures. In this way, we will work to expand our electronics operations by concentrating our investment on color filters, photomasks, and semiconductor packaging. In shadow masks, we will make a transition to high-value-added products for high-precision displays and large-scale TVs, rationalize our operations, and focus on profitability in operational development. In accordance with our growth strategy for LCD color filters, our global operational development will center on Taiwan, where the LCD market has posted rapid expansion in recent years, and we will strive to bolster our position as the top manufacturer in the world. In Taiwan, we are providing technical assistance to a local company to facilitate OEM (Original Equipment Manufacture), and we are moving ahead with the construction of a new plant that will be operated by a local subsidiary. In technology, our high purity color resist color filters and EBU color filters have been highly evaluated in the industry, and with continued technical development we will reinforce the position of these products as the de facto industry standards. In the future, we will take advantage of expanded production capabilities and superior quality to achieve significant growth in sales in markets around the world. In photomasks, we will focus on developing and marketing advanced masks that meet needs for greater precision in semiconductors and will emphasize cooperative ventures with semiconductor makers. In addition, we will increase production capacity for advanced masks at our Taiwan production base and work to increase our share of global markets, including Taiwan. We will also expand our sales of BGA packages through the full-scale operation of our mass production line. Our goal is to rapidly develop BGA packages into one of the Electronics Division’s core products. We believe that our aggressive strategic development measures will result in continued strong growth. We expect sales of electronic products to reach ¥185.5 billion in the current year, an increase of 10.8%. 27 AR 01.10.24 6:24 PM ページ 28 OVERVIEW OF PRINCIPAL SUBSIDIARIES ■ Toppan Label Co., Ltd. Representative Director: Kouji Sato Common Stock: ¥1,000 million Principal Business: Sales, manufacturing, and R&D of a wide range of labels and label applications; Data print services and CD-R writing services; Total systematic sales of labels and labeling machines, including label printers For the years ended March 31, 2000 and 2001 Millions of yen 2000 2001 Net Sales .....................¥11,914 ¥13,123 Net Income (Loss)....................102 (191) Of which, amortization of past service costs for the year ended March 31, 2001 was ¥511 million. ■ Toppan Cosmo, Inc. Representative Directors: Shinji Kinoshita, Tatsuo Takizawa Common Stock: ¥500 million Principal Business: Sales and import/export of architectural and interior materials, such as decorative sheets, decorative boards, and architectural materials For the years ended March 31, 2000 and 2001 Millions of yen 2000 2001 Net Sales .....................¥75,118 ¥77,675 Net Income (Loss)....................436 (56) Of which, amortization of past service costs for the year ended March 31, 2001 was ¥1,164 million. ■ Tamapoly Co., Ltd. Representative Directors: Masamichi Matsuki, Yasuo Matsuki Common Stock: ¥315 million Principal Business: Manufacture and sales of polyethylene film and laminated products For the years ended March 31, 2000 and 2001 Millions of yen 2000 2001 Net Sales .....................¥15,651 ¥16,115 Net Income ......................530 465 Of which, amortization of past service costs for the year ended March 31, 2001 was ¥347 million. ■ Froebel-Kan Co., Ltd. Representative Director: Mamoru Kitabayashi Common Stock: ¥50 million Principal Business: Publishing and sales of books; Manufacture and sales of products relating to the education and development of preschool children For the years ended March 31, 2000 and 2001 Millions of yen 2000 2001 Net Sales .....................¥12,307 ¥11,899 Net Income (Loss)....................188 (162) Of which, amortization of past service costs for the year ended March 31, 2001 was ¥396 million. 28 AR 01.10.24 6:24 PM ページ 29 FINANCIAL SECTION Management’s Discussion and Analysis of Operating Results and Financial Condition 30 Consolidated Five-Year Financial Summary 33 Consolidated Balance Sheets 34 Consolidated Statements of Income 36 Consolidated Statements of Shareholders’ Investment 37 Consolidated Statements of Cash Flows 38 Notes to Consolidated Financial Statements 39 Report of Independent Public Accountants 52 AR 01.10.24 6:24 PM ページ 30 MANAGEMENT‘S DISCUSSION AND ANALYSIS OF OPERATING RESULTS AND FINANCIAL CONDITION ■ OPERATING RESULTS Summary Toppan is one of Japan’s leading printing companies, with operations extending to securities and cards, commercial printing, publications printing, packaging, industrial materials, electronics, and business forms. The Company uses its strong competitive edge, which stems from a solid base of customers in a wide range of industrial fields, to establish a position of leadership in each of its areas of business. In the fiscal year ended March 31, 2001, the Company recorded an increase in sales for the second consecutive term. Consolidated net sales rose 4.6%, to ¥1,293.8 billion (US$10,434.2 million), from ¥1,237.1 billion in the previous year. This increase was the result of balanced operational development in each field of business, with commercial printing and electronics making especially strong contributions to sales. In conducting its operations, Toppan made significant strides in the year under review. In all areas, customers were provided with high-valueadded products and services featuring superior competitiveness. The Company also strove to raise profitability by boosting production efficiency and succeeded in enhancing its market presence. Operating income rose 3.3% from ¥65.3 billion in the previous year, to ¥67.4 billion (US$543.8 million) in the year under review. Net income was NET INCOME (Billion ¥) (¥) Net Income per Share (right scale) down 51.6%, to ¥14.8 billion (US$119.0 million). This decline was primarily attributable to amortization of past service costs of ¥76.1 billion (US$613.7 million) related to a change in the accounting standard for retirement benefits. Net Sales Economic trends were mixed, and operating conditions in the printing industry remained sluggish. Demand did recover, however, in commercial printing. In the year ended March 2001, Toppan’s consolidated net sales increased 4.6%, to ¥1,293.8 billion (US$10,434.2 million). In the year ended March 2000, sales were up 1.1%, to ¥1,237.1 billion. In the year under review, higher sales were recorded in commercial printing, packaging, electronics, and business forms, while sales in securities and cards, publications printing, and industrial materials declined. In commercial printing, advertising and promotion demand rose, and increased sales were registered by such products as flyers, catalogs, and pamphlets. In packaging, demand was strong for flexible packaging materials, films, and labels. In electronics, growth in demand for information and communications equipment led to a significant increase in sales of LCD color filters; demand for semiconductor photomasks was also favorable. In business forms, our Data Print Services (DPS) recorded higher sales as companies increasingly outsourced their business mail operations. RETURN ON SALES In securities and cards, sales of negotiable securities and IC cards increased, but magnetic cards recorded lower sales. In publications printing, market conditions were difficult as sales of magazines and books declined on both a unit basis and a volume basis. In industrial materials, meanwhile, demand for housing materials, such as decorative sheets and titanium paper, was strong. Cost of Sales and Selling, General and Administrative Expenses The cost of sales rose 2.7%, to ¥1,077.0 billion (US$8,685.3 million). The rate of increase in the cost of sales was less than the 4.6% rate of increase in sales; therefore, the cost of sales as a percentage of net sales decreased 1.5 percentage points, to 83.2%. The growth in the cost of sales was principally attributable to higher sales and to increased depreciation and amortization accompanying capital investment. We implemented thorough cost-reduction measures in our printing operations, which were the principal source of profits in the year under review. We also made progress with raising the overall efficiency of facility utilization through total productivity management activities, with streamlining processes through digitization, and with enhancing labor efficiency through administrative reforms. In addition to increasing efficiency in facilities, personnel, and administration, Toppan is working to further reduce costs by RETURN ON EQUITY & ASSETS (%) (%) Operating Income as % of Sales Net Income as % of Sales 30 Return on Average Equity Return on Average Assets AR 01.10.24 6:24 PM ページ 31 strengthening production technology capabilities, consolidating production bases, and implementing globalization initiatives, such as stepping up overseas production. As a result of these efforts, gross profit rose 14.8%, to ¥216.9 billion (US$1,748.8 million). Selling, general and administrative (SG&A) expenses rose 20.9%, to ¥149.4 billion (US$1,205.0 million). The ratio of SG&A expenses to net sales rose to 11.5%, from 10.0% in the previous year. The increase in SG&A expenses was primarily attributable to higher transportation costs accompanying a change in accounting treatment, which offset a decline in labor expenses. (For further information about the change in accounting standards related to transportation costs, please refer to Note 2 to consolidated financial statements on Page 42.) Research and development expenses rose 2.6%, to ¥18.9 billion (US$152.0 million). R&D expenses as a percentage of net sales were about the same as in the previous year, at 1.5%. Toppan continues to invest aggressively in R&D, with the objectives of ensuring technological superiority in the market, of raising the functionality of existing products, and of developing high-valueadded products. Spending on R&D is principally allocated to electronics and e-business operations. CASH DIVIDENDS PER SHARE (¥) Operating Income Operating income rose 3.3%, to ¥67.4 billion (US$543.8 million), and the operating income margin was 5.2%, compared with 5.3% in the previous year. Other Income (Expenses) Net other expenses totaled ¥32.4 billion (US$260.9 million), due primarily to amortization of past service costs of ¥76.1 billion (US$613.7 million), which offset gains on securities contributed to the employee retirement benefit trust of ¥30.5 billion (US$246.0 million) and a gain on sale of securities of ¥13.6 billion (US$109.8 million). In financial income and expenses, interest expense less interest and dividend income netted out to an expense of ¥1.2 billion (US$9.8 million), an improvement from the expense of ¥1.5 billion in the previous year. Income before Income Taxes As a result of the factors outlined above, income before income taxes declined 43.3%, to ¥35.1 billion (US$282.9 million). Income Taxes and Minority Interests in Net Income of Consolidated Subsidiaries Provision for income taxes was down 43.6%, to ¥15.7 billion (US$126.6 million), while the statutory tax rate in Japan was unchanged at 41.7%. The effective tax rate, or the ratio of provision for income taxes to income NET CASH PROVIDED BY OPERATING ACTIVITIES (Billion ¥) before income taxes, was about the same level as in the previous year, at 44.7%. The Company also recorded ¥4.6 billion (US$37.3 million) in minority interests in net income of consolidated subsidiaries, which is subtracted from net income before minority interests in net income of consolidated subsidiaries. Net Income Net income decreased 51.6%, to ¥14.8 billion (US$119.0 million). The ratio of net income to net sales was 1.1%, compared with 2.5% in the previous year. Return on assets (simple average of yearend figures for the year under review and the previous year) was 1.1%, compared with 2.4% in the previous year. Return on equity (same method of calculation) was 2.1%, compared with 4.4% in the previous year. Net income per share fell to ¥21.00 (US$0.17), from ¥42.54 in the previous year. ■ FINANCIAL CONDITION Toppan emphasizes the maintenance of a strong financial condition and works to generate cash flow sufficient for the Company to make the investment needed for smooth operational administration and investment in future strategic growth. Toppan maintained a sound financial position during the year under review. CAPITAL EXPENDITURES (Billion ¥) (Billion ¥) Depreciation & Amortization (right scale) 31 AR 01.10.24 6:24 PM ページ 32 Cash Flows Net cash provided by operating activities declined 15.6% during the year under review, to ¥88.8 billion (US$716.5 million). This decrease was principally attributable to gains on securities contributed to the employee retirement benefit trust and to an increase in accounts receivable. Net cash used in investing activities was down 6.3%, to ¥71.5 billion (US$576.5 million). Expenditures for property, plant and equipment rose 21.9%, to ¥95.8 billion (US$772.8 million). To establish a foundation for future growth, in recent years the Company has invested aggressively in fields of strategic importance, especially electronics. In other fields, however, we reduced our capital investment in the year under review on account of market trends. Net cash used in financing activities was down 70.1%, to ¥4.6 billion (US$37.4 million), due primarily to the recording of proceeds from issuance of common stock of consolidated subsidiaries to minority interests and to an increase in proceeds from long-term debt. Cash dividends paid totaled ¥11.5 billion (US$93.1 million). Toppan maintained ample liquidity, with cash and cash equivalents at year-end up 10.1%, to ¥139.9 billion (US$1,128.2 million). Our fundamental DEBT-EQUITY RATIO (%) policy is to maintain capital spending for renewal and renovation purposes within the limits of cash flow and to raise funds in the capital market when necessary for large investment projects, such as new plant construction. Assets, Liabilities and Shareholders’ Investment Current assets at the end of the term edged up 0.4% from the previous yearend, to ¥661.7 billion (US$5,336.5 million), while current liabilities totaled ¥461.5 billion (US$3,721.5 million), an increase of 9.9%. Working capital was down 16.4%, to ¥200.3 billion (US$1,614.9 million), and the current ratio was 1.43. Property, plant and equipment, less accumulated depreciation, rose 5.2%, to ¥515.0 billion (US$4,153.6 million). Long-term indebtedness decreased 21.5%, to ¥90.8 billion (US$732.2 million) at year-end. The debt-equity ratio remained at a low level, improving 0.5 percentage points, to 19.4%. Shareholders’ investment rose 1.8%, to ¥716.1 billion (US$5,774.9 million), due to the recording of net unrealized holding gains on securities and to higher retained earnings. The ratio of shareholders’ investment to total assets declined to 51.9%, from 54.1% at the SHAREHOLDERS‘ INVESTMENT (Billion ¥) (%) Equity Ratio (right scale) 32 previous year-end. Net assets per share rose 1.8%, to ¥1,023.85. Total assets increased 6.1%, to ¥1,380.2 billion (US$11,130.3 million). ■ DIVIDEND POLICY Dividends per share were maintained at ¥16.00 (US$0.13). Toppan’s approach to the payment of dividends is to provide shareholders with a stable yet gradually increasing flow of dividend payments while retaining within the Company the resources needed to strengthen the foundation for future growth. The Company allocates retained earnings to the renewal and expansion of existing production facilities, principally in the strategically important field of electronics, and to investment in the fields of e-business and environmental business. Through these activities, Toppan works to strengthen the Company and to achieve future growth in profitability, and thus to provide a stable return to shareholders through a steady increase in enterprise value. TOTAL ASSETS (Billion ¥) AR 01.10.24 6:24 PM ページ 33 Toppan Printing Co., Ltd. and Subsidiaries CONSOLIDATED FIVE-YEAR FINANCIAL SUMMARY For the years ended March 31, 1997, 1998, 1999, 2000 and 2001 Millions of yen 1997 Thousands of dollars* 1998 1999 2000 2001 2001 Net sales ...........¥1,274,339 ¥1,284,145 ¥1,223,439 ¥1,237,082 ¥1,293,837 $10,434,169 Cost of sales ......... 1,054,486 For the Year: 1,059,558 1,030,295 1,048,195 1,076,983 8,685,347 % of net sales ........ 82.7% 82.5% 84.2% 84.7% 83.2% — SG&A expenses ........ 131,711 130,262 127,927 123,620 149,423 1,205,024 % of net sales ........ 10.3% 10.1% 10.5% 10.0% 11.5% — Operating income ....... 88,142 94,325 65,217 65,267 67,431 543,798 % of net sales ........ 6.9% 7.3% 5.3% 5.3% 5.2% — Income before income taxes .. 71,814 107,322 57,775 61,880 35,080 282,903 Net income .......... 21,621 47,381 26,700 30,477 14,752 118,968 % of net sales ........ 1.70% 3.69% 2.18% 2.46% 1.14% — % of average assets ..... 1.90% 3.86% 2.08% 2.37% 1.10% — % of average equity ..... 3.57% 7.40% 3.95% 4.39% 2.08% — Per share of common stock (yen and dollars): Net income ......... ¥30.25 ¥65.50 ¥37.29 ¥42.54 ¥21.00 $0.17 Cash dividends ....... 14.00 15.00 15.00 16.00 16.00 0.13 R&D expenses......... ¥15,874 ¥ 17,131 ¥ 18,875 ¥18,369 ¥18,850 $152,016 Capital expenditures ...... 78,495 128,734 100,921 81,146 99,051 798,798 Depreciation and amortization . 53,724 57,824 60,274 62,572 65,148 525,387 Current assets .........¥ 628,598 ¥ 711,977 ¥ 643,415 ¥ 659,182 ¥ 661,725 $ 5,336,492 At Year-End: Current Iiabilities........ 449,186 462,817 409,995 419,751 461,472 3,721,548 Working capital ........ 179,412 249,160 233,420 239,431 200,253 1,614,944 Cash and cash equivalents ... 139,723 167,251 114,221 127,057 139,899 1,128,218 net of depreciation ...... 385,535 445,916 476,649 489,467 515,046 4,153,597 Long-term indebtedness .... 64,279 113,050 114,242 115,679 90,792 732,194 Total assets .......... 1,151,883 Property, plant and equipment, 1,300,649 1,267,357 1,301,180 1,380,156 11,130,290 Shareholders’ investment .... 612,265 667,464 683,906 703,599 716,085 5,774,879 Equity ratio .......... 53.2% 51.3% 54.0% 54.1% 51.9% — Debt-equity ratio ....... 16.4% 21.5% 20.7% 19.9% 19.4% — Number of employees ..... 33,719 34,402 33,464 33,379 32,163 Number of common shares outstanding ......... 699,300 699,411 699,411 699,411 699,411 Other Statistics: * U.S. dollar amounts are translated from yen at the rate of ¥124=U.S.$1, as at March 31, 2001. Note 1: The consolidated results for the year ended March 31, 1997, reflect the ¥9,015 million ($72,702 thousand) write-off pertaining to the acquisitions of Toppan Moore Co., Ltd.’s and Avery Toppan Co., Ltd.’s goodwill. Note 2: The consolidated results for the year ended March 31, 1998, reflect the ¥20,868 million ($168,290 thousand) gain on sale of investment in Toppan Forms Co., Ltd. (Toppan Moore Co., Ltd. changed its name to Toppan Forms Co., Ltd. on April 1, 1997.) 33 AR 01.10.24 6:24 PM ページ 34 Toppan Printing Co., Ltd. and Subsidiaries CONSOLIDATED BALANCE SHEETS As at March 31, 2000 and 2001 Millions of yen 2000 Thousands of dollars (Note 1) 2001 2001 Assets Current Assets: Cash and cash equivalents (Note 1) ................. ¥ 127,057 ¥ 139,899 $ 1,128,218 Time deposit with original maturities over three months ........ 2,572 1,668 13,452 Marketable securities (Notes 1 and 3) ................ 61,259 19,285 155,524 Trade ............................. 385,937 410,350 3,309,274 Affiliates (Note 4) ....................... 1,125 977 7,879 Less: Allowance for doubtful receivables (Note 1).......... (2,795) (2,888) (23,290) Finished goods and merchandise ................. 34,172 38,206 308,113 Work in process and raw materials ................ 36,315 37,994 306,403 Deferred income taxes (Notes 1 and 6) ................ 6,413 8,193 66,073 Other current assets ........................ 7,127 8,041 64,846 Total current assets ....................... 659,182 661,725 5,336,492 Land ............................... 104,219 107,801 869,363 Buildings and structures ...................... 360,765 390,252 3,147,194 Machinery and equipment ..................... 637,115 670,060 5,403,709 Total ............................. 1,102,099 1,168,113 9,420,266 Notes and accounts receivable— Inventories (Note 1)— Property, Plant and Equipment, at cost (Notes 1 and 5): Less: Accumulated depreciation ................... (612,632) (653,067) (5,266,669) 489,467 515,046 4,153,597 Investments in and advances to affiliates (Notes 1 and 4) ........ 45,001 46,145 372,137 Investment securities (Notes 1 and 3) ................ 58,866 106,542 859,210 Deferred income taxes (Notes 1 and 6) ................ 6,638 14,146 114,081 Long-term loans receivable from employees and other ......... 42,026 36,552 294,773 Total investments and other assets ................ 152,531 203,385 1,640,201 Total Assets ........................... ¥1,301,180 ¥1,380,156 $11,130,290 Net property, plant and equipment ............... Investments and Other Assets: The accompanying notes to the consolidated financial statements are an integral part of these balance sheets. 34 AR 01.10.24 6:24 PM ページ 35 Millions of yen Thousands of dollars (Note 1) 2000 2001 2001 Liabilities and Shareholders’ Investment Current Liabilities: Short-term bank borrowings, average interest 5.2% and 5.6% as at March 31, 2000 and 2001, respectively ....... ¥ Current portion of long-term indebtedness (Note 5) ........ 23,495 ¥ 21,493 $ 173,331 894 26,656 214,968 Trade ........................... 291,330 311,349 2,510,879 Construction ........................ 47,406 42,762 344,855 Affiliates (Note 4) ...................... 14,287 13,481 108,718 Accrued expenses ....................... 25,323 24,913 200,910 Income taxes (Notes 1 and 6) .................. 17,016 20,818 167,887 Total current liabilities .................... 419,751 461,472 3,721,548 Long-term indebtedness (Note 5) ................ 115,679 90,792 732,194 Employees’ severance and retirement benefits (Notes 1 and 7) .... 23,555 62,949 507,653 Deferred income taxes (Notes 1 and 6) .............. 273 342 2,758 Other long-term liabilities .................... 406 617 4,976 Total long-term liabilities .................. 139,913 154,700 1,247,581 Minority Interests ....................... 37,917 47,899 386,282 as at March 31, 2000 and 2001 .............. 104,985 104,985 846,653 Additional paid-in capital .................... 117,738 117,738 949,500 Retained earnings ....................... 480,876 483,962 3,902,920 Net unrealized holding gains on securities (Notes 1 and 3) ..... — 14,358 115,790 Foreign currency translation adjustments (Note 1) ......... — (4,953) (39,944) Total ............................. 703,599 Less: Treasury stock....................... — Total shareholders’ investment ................ 703,599 716,085 5,774,879 Total Liabilities and Shareholders’ Investment .......... ¥1,301,180 ¥1,380,156 $11,130,290 Notes and accounts payable— Long-Term Liabilities: Commitments and Contingent Liabilities (Note 11) Shareholders’ Investment (Note 8): Common stock, par value ¥50 per share; Authorized—1,200,000,000 shares Outstanding—699,411,267 shares 35 716,090 (5) 5,774,919 (40) AR 01.10.24 6:24 PM ページ 36 Toppan Printing Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME For the years ended March 31, 1999, 2000 and 2001 Millions of yen 1999 Thousands of dollars (Note 1) 2000 2001 2001 Net Sales ......................¥1,223,439 ¥1,237,082 ¥1,293,837 $10,434,169 Cost of Sales .................... 1,030,295 1,048,195 1,076,983 8,685,347 Gross Profit ..................... 193,144 188,887 216,854 1,748,822 Selling, General and Administrative Expenses ..... 127,927 123,620 149,423 1,205,024 Operating income ................ 65,217 65,267 67,431 543,798 Interest expense ................... (4,412) (3,919) (3,623) (29,218) Interest and dividend income ............. 2,884 2,391 2,410 19,435 Rental income on leased equipment .......... 1,413 1,581 1,338 10,790 Amortization of past service costs (Notes 1 and 7) .... (2,564) (1,694) (76,104) (613,742) Foreign currency exchange losses ........... (2,030) (900) (224) (1,806) (2,336) (492) (603) (4,863) 821 3,098 24,984 Other Income (Expenses): Loss from valuation of marketable securities and investment securities ............... Equity in earnings of affiliates (Note 1) ......... 260 Gain on sale of property................ 2,620 340 4,075 32,863 Gain on sale of securities ............... 1,779 6,053 13,609 109,750 Reversal of allowance for doubtful receivables (Note 1) .. 1,496 — — — retirement benefit trust (Notes 1 and 7) ........ — — 30,505 246,008 Special retirement benefits .............. (2,782) — — — Centennial project expenses .............. — — (2,154) (17,371) Restructuring costs .................. — — (800) (6,452) Other, net...................... (3,770) (7,568) (3,878) (31,273) Other income (expenses) — net ........... (7,442) (3,387) (32,351) (260,895) 57,775 61,880 35,080 282,903 Current ....................... 26,223 30,383 35,524 286,484 Deferred ...................... 1,724 (2,565) (19,826) (159,887) 29,828 34,062 19,382 156,306 of Consolidated Subsidiaries ............. (3,128) (3,585) (4,630) (37,338) Net Income .....................¥ 26,700 Gains on securities contributed to the employee Income before Income Taxes ............. Provision for Income Taxes (Notes 1 and 6): Net Income before Minority Interests in Net Income of Consolidated Subsidiaries ..... Minority Interests in Net Income ¥ 30,477 ¥ 14,752 Yen $ 118,968 Dollars (Note 1) Per Share of Common Stock (Note 9): Net income ..................... ¥37.29 ¥42.54 ¥21.00 $0.17 Cash dividends, applicable to earnings for the year .... 15.00 16.00 16.00 0.13 The accompanying notes to the consolidated financial statements are an integral part of these statements. 36 AR 01.10.24 6:24 PM ページ 37 Toppan Printing Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ INVESTMENT For the years ended March 31, 1999, 2000 and 2001 Millions of yen 1999 Thousands of dollars (Note 1) 2000 2001 2001 Common Stock: Beginning balance ................... ¥104,985 ¥104,985 ¥104,985 $846,653 Ending balance ..................... ¥104,985 ¥104,985 ¥104,985 $846,653 Beginning balance ................... ¥117,738 ¥117,738 ¥117,738 $949,500 Ending balance ..................... ¥117,738 ¥117,738 ¥117,738 $949,500 Beginning balance ................... ¥444,741 ¥461,183 ¥480,876 $3,878,032 Net income ...................... 26,700 30,477 14,752 118,968 .................. (10,841) (10,491) (11,540) (93,064) Directors’ bonuses ................... (355) (293) (333) (2,685) Additional Paid-in Capital: Retained Earnings (Note 8): Cash dividends paid Effect of adoption of tax allocation accounting (Notes 1 and 6) .................... 938 — — — in subsidiaries and affiliates (Note 1) ........... — — 207 1,669 Ending balance ..................... ¥461,183 ¥480,876 ¥483,962 $3,902,920 ¥— ¥— Increase resulting from changes in equity interest Net Unrealized Holding Gains on Securities: Beginning balance ................... ¥ — $ — Adoption of new accounting standard for financial instruments (Notes 1 and 3) .......... — — 14,358 115,790 Ending balance ..................... ¥— ¥— ¥14,358 $115,790 ¥— ¥— ¥ $ financial statements (Note 1) .............. — — (4,953) (39,944) Ending balance ..................... ¥— ¥— ¥(4,953) $(39,944) Beginning balance ................... ¥— ¥— ¥— $ — Treasury stock acquired, net ............... — — (5) (40) Ending balance ..................... ¥— ¥— ¥(5) $(40) Foreign Currency Translation Adjustments: Beginning balance ................... — — Adjustment from translation of foreign currency Treasury Stock: The accompanying notes to the consolidated financial statements are an integral part of these statements. 37 AR 01.10.24 6:24 PM ページ 38 Toppan Printing Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Toppan Printing Co., Ltd. and Subsidiaries For the years ended March 31, 1999, 2000 and 2001 Millions of yen 1999 Thousands of dollars (Note 1) 2000 2001 2001 Cash Flows from Operating Activities: Income before income taxes ................. ¥ 57,775 ¥ 61,880 ¥ 35,080 $ 282,903 60,274 62,572 65,148 525,387 567 76,104 613,742 (30,505) (246,008) Adjustments to reconcile income before income taxes to net cash provided by operating activities: Depreciation and amortization ................ Amortization of past service costs ............... (473) Gains on securities contributed to the employee retirement benefit trust ................... — — Equity in earnings of affiliates ................. (260) (821) (3,098) (24,984) Gain on sale of securities ................... (1,779) (6,053) (13,609) (109,750) Other, net ......................... 2,481 7,591 13,957 112,557 (Increase) decrease in receivables.............. 10,159 (3,886) (22,710) (183,145) (Increase) decrease in inventories.............. 2,606 (2,005) (5,017) (40,460) Changes in current assets and liabilities— Increase (decrease) in payables and accrued expenses .... (9,486) 10,854 7,737 62,395 Decrease in accrued income taxes ............. (47,561) (28,015) (31,792) (256,387) Other, net........................ (8,256) Net cash provided by operating activities .......... 65,480 105,282 2,598 (2,455) (19,798) 88,840 716,452 Expenditure for marketable securities.............. (62,926) (51,557) (9,079) (73,218) Proceeds from sale of marketable securities ........... 53,069 61,488 39,434 318,016 Expenditures for property, plant and equipment ......... (110,558) Cash Flows from Investing Activities: (78,604) (95,826) (772,790) Proceeds from sale of property, plant and equipment ...... 4,301 1,087 4,716 38,032 Expenditure for investment securities.............. (1,774) (7,030) (21,243) (171,315) Proceeds from sale of investment securities ........... 1,019 6,472 17,390 140,242 Decrease in time deposits................... 17,986 Other, net ......................... (6,025) (8,354) (7,777) (62,717) Net cash used in investing activities ............ (104,908) (76,318) (71,481) (576,460) Decrease of short-term borrowings .............. (2,755) (4,120) (2,180) (17,581) Proceeds from long-term debt ................ 1,625 4,705 37,944 180 904 7,290 Cash Flows from Financing Activities: Payments on long-term debt ................. (785) 815 (742) (876) (7,065) Proceeds from issuance of common stock of 6,317 50,944 Cash dividends paid ..................... (10,841) (10,491) (11,540) (93,065) Cash dividends paid to minority stockholders of subsidiaries.... (787) (949) (1,016) (8,194) Other, net ......................... 200 (30) (46) (370) (4,636) (37,387) consolidated subsidiaries to minority interests ......... — — Net cash used in financing activities ............ (13,343) (15,517) Effect of Exchange Rate Changes on Cash and Cash Equivalents .. (259) (611) 119 960 Net Change in Cash and Cash Equivalents .......... (53,030) 12,836 12,842 103,565 Cash and Cash Equivalents at Beginning of Year ....... 167,251 114,221 127,057 1,024,653 Cash and Cash Equivalents at End of Year .......... ¥114,221 ¥127,057 ¥139,899 $1,128,218 The accompanying notes to the consolidated financial statements are an integral part of these statements. 38 AR 01.10.24 6:24 PM ページ 39 Toppan Printing Co., Ltd. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Significant Accounting and Reporting Policies In the elimination of investments in subsidiaries, the assets and liabilities of the subsidiaries, including the portion attributable to minority shareholders, are evaluated using the fair value at the time the Company acquired control of the respective subsidiaries. Material intercompany balances, transactions and profits have been eliminated in consolidation. Also, under the Revised Accounting Principles, certain companies of which the Company has at least 15% and less than 20% of the voting rights in the cases where the Company has the ability to exercise significant influence over operating and financial policies of the investees are also accounted for using the equity method. Previously, only majority-owned companies were consolidated, however, the effect of the change was not material. The following is a summary of the significant accounting and reporting policies adopted by Toppan Printing Co., Ltd. (the “Company”) and its consolidated subsidiaries in the preparation of the consolidated financial statements. Basis of Presenting Consolidated Financial Statements The Company and its consolidated domestic subsidiaries maintain their accounts and records in accordance with the provisions set forth in the Japanese Commercial Code and the Securities and Exchange Law and in conformity with accounting principles and practices generally accepted in Japan (“Japanese GAAP”), which are different from the accounting and disclosure requirements of International Accounting Standards. The accounts of overseas consolidated subsidiaries are based on their accounting records maintained in conformity with generally accepted accounting principles and practices prevailing in the respective countries of domicile. The accompanying consolidated financial statements are a translation of the audited consolidated financial statements of the Company which were prepared in accordance with Japanese GAAP and were filed with the appropriate Local Finance Bureau of the Ministry of Finance as required by the Securities and Exchange Law. In preparing the accompanying consolidated financial statements, certain reclassifications have been made in the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. The consolidated statements of cash flows for 1999 and shareholders’ investment for 1999, 2000 and 2001 have been prepared for the purpose of inclusion in the accompanying consolidated financial statements, although such statements were not required for domestic purposes and were not filed with the regulatory authorities. The translations of the Japanese yen amounts into U.S. dollars are included solely for the convenience of the readers, using the prevailing exchange rate at March 31, 2001, which was ¥124 to U.S.$1.00. The convenient translations should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange. Inventories Inventories are stated at cost, being determined primarily by the following methods: Merchandise Finished goods and work in process Raw materials First in, first out method Average as determined by the retail method Average method Depreciation Depreciation of buildings, excluding building fixtures, is provided under the straight-line method, and depreciation of other plant and equipment is provided under the declining-balance method over estimated useful lives. Effective rates of depreciation for the years ended March 31, 1999, 2000 and 2001, are summarized below. 1999 Buildings and structures ... 6.9% Machinery and equipment .. 26.5% 2000 6.7% 27.4% 2001 6.8% 26.4% The rates of depreciation are based on useful lives of 8 to 50 years for buildings and structures, and 2 to 15 years for machinery and equipment. Ordinary maintenance and repairs are charged to income as incurred. Major replacements and improvements are capitalized. Effective April 1, 1998, the Company changed its method of recording depreciation of buildings, excluding building fixtures, from the declining-balance method to the straight-line method in order to match depreciation expense with revenue more properly. The effect of this change was to decrease depreciation expense by ¥3,331 million ($26,863 thousand), and increase operating income and income before income taxes by ¥2,651 million ($21,379 thousand) and ¥3,233 million ($26,073 thousand), respectively. The effect of this change on the business segments is described in Note 12. Also, effective April 1, 1998, in accordance with revisions of the Corporation Tax Law, the Company shortened the estimated useful lives of buildings, excluding building fixtures. The effect of this change was to increase depreciation expense by ¥860 million ($6,935 thousand), and decrease operating income and income before income taxes by ¥705 million ($5,685 thousand) and ¥836 million ($6,742 thousand), respectively. The effect of this change on the business segments is described in Note 12. Principles of Consolidation The Company prepared the consolidated financial statements for the year ended March 31, 2000 and 2001 in accordance with the revised Accounting Principles for Consolidated Financial Statements (the “Revised Accounting Principles”). The consolidated financial statements for 2000 and 2001 include the accounts of the Company and all companies which are controlled by the Company through substantial ownership of more than 50% of the voting rights or through ownership of a high percentage of the voting rights and the existence of certain conditions evidencing control by the Company of the decision-making body of such companies. 39 AR 01.10.24 6:24 PM ページ 40 securities is not readily available, such securities should be written down to net asset value with a corresponding charge in the income statement in the event net asset value declines significantly. In these cases, such fair market value or the net asset value will be the carrying amount of the securities at the beginning of the next year. Also, the new accounting standard for financial instruments, effective from the year ended March 31, 2001, requires companies to state derivative financial instruments at fair value and to recognize changes in the fair value as gains or losses unless derivative financial instruments are used for hedging purposes. If derivative financial instruments are used as hedges and meet certain hedging criteria, the Companies defer recognition of gains or losses resulting from changes in fair value of derivative financial instruments until the related losses or gains on the hedged items are recognized. However, if interest rate swap contracts are used as hedges and meet certain hedging criteria, the net amount to be paid or received under the interest rate swap contract is added to or deducted from the interest on the assets or liabilities for which the swap contract was executed. As a result of adopting the new accounting standard for financial instruments, income before income taxes decreased by ¥1,756 million ($14,161 thousand). Also, based on the examination of the intent of holding each security upon application of the new accounting standard on April 1, 2000, held-to-maturity debt securities and available-for-sale securities maturing within one year from the balance sheet date are included in current assets, and other securities are included in investments and other assets. As a result, at the beginning of this fiscal year, securities in current assets decreased by ¥26,321 million ($212,266 thousand) and investment securities increased by the same amount compared with what would have been reported under the previous accounting policy. The effect of this change on the business segments is described in Note 12. Software Costs In accordance with the provisional rule of the JICPA’s Accounting Committee Report No.12 “Practical Guidance for Accounting for Research and Development Costs, etc.”, the Company accounts for software in the same manner in 2000 and 2001 as in 1999. The software costs are recorded in long-term loans receivable from employees and other and amortized by the straight-line method over estimated useful life of 5 years. Securities, Derivatives and Hedge Accounting Prior to April 1, 2000, listed securities were primarily stated at lower of cost or market, cost being determined by the moving average method. Other securities were primarily stated at moving average cost. Effective April 1, 2000, the Company and its consolidated subsidiaries (the “Companies”) adopted the new Japanese accounting standard for financial instruments (“Opinion Concerning Establishment of Accounting Standard for Financial Instruments” issued by the Business Accounting Deliberation Council on January 22, 1999). Upon applying the new accounting standard, all companies are required to examine the intent of holding each security and classify those securities as (a) securities held for trading purposes (hereafter “trading securities”), (b) debt securities intended to be held to maturity (hereafter “held-to-maturity debt securities”), (c) equity securities issued by subsidiaries and affiliated companies and (d) for all other securities that are not classified in any of the above categories (hereafter “availablefor-sale securities”). Held-to-maturity debt securities are stated at amortized cost. Available-for-sale securities with available fair market values are stated at fair market value. Unrealized gains and unrealized losses on these securities are reported, net of applicable income taxes, as a separate component of shareholders’ investment. Realized gains and losses on sale of such securities are computed using moving-average cost. An explanation of the evaluation method of trading securities was omitted since the Company does not own trading securities for 2001. Also, the explanation regarding equity securities issued by subsidiaries and affiliated companies was omitted, since investments in all subsidiaries were eliminated in preparing the consolidated financial statements, and the investments in all affiliated companies were evaluated using the equity method. Debt securities with no available fair market value are stated at amortized cost, net of the amount considered not collectible. Other securities with no available fair market value are stated at moving-average cost. If the market value of held-to-maturity debt securities and available-for-sale securities declines significantly, such securities are stated at fair market value and the difference between fair market value and the carrying amount is recognized as loss in the period of the decline. If the fair market value of equity Allowance for Doubtful Receivables Pursuant to the change in the Corporation Tax Law effective in the year ended March 31, 1999, the Company adopted the policy of providing the allowance for doubtful receivables in an amount sufficient to cover possible losses on collection by estimating individually uncollectible amounts and applying a percentage based on collection experience to the remaining accounts. The Company previously provided the allowance using the formula provided by the Corporation Tax Law. The effect of this change was to decrease selling, general and administrative expenses and other expenses by ¥462 million ($3,726 thousand) and ¥46 million ($371 thousand), respectively, and to increase operating income and income before income taxes by ¥462 million ($3,726 thousand) and ¥2,004 million ($16,161 thousand), respectively. The effect of this change on the business segments is described in Note 12. 40 AR 01.10.24 6:24 PM ページ 41 At March 31, 2000, the Companies accrued liabilities for lump-sum severance and retirement payments equal to 50% of the amount required had all eligible employees voluntarily terminated their employment at the balance sheet date. The Companies recognized pension expense when, and to the extent, payments were made to the pension plans. Effective April 1, 2000, the Companies adopted the new accounting standard “Opinion on Setting Accounting Standard for Employees’ Severance and Pension Benefits”, issued by the Business Accounting Deliberation Council on June 16, 1998 (the “New Accounting Standard”). Under the New Accounting Standard, the liabilities and expenses for severance and retirement benefits are determined based on the amounts actuarially calculated using certain assumptions. The Companies provided allowance for employees’ severance and retirement benefits at March 31, 2001 based on the estimated amounts of projected benefit obligation and the fair value of the plan assets at that date. The excess of the projected benefit obligation over the total of the fair value of pension assets as of April 1, 2000 and the liabilities for severance and retirement benefits recorded as of April 1, 2000 (the “net transition obligation”) amounted to ¥76,104 million ($613,742 thousand), which was redeemed in one lump sum. Prior service costs are recognized in expenses in equal amounts within the average of the estimated remaining service lives of the employees (primarily 5 years). Actuarial gains and losses are recognized in expenses using the straightline method within the average of the estimated remaining service lives of employees (primarily 15 years), commencing with the following period. As a result of the adoption of the new accounting standard, in the year ended March 31, 2001, severance and retirement benefit expenses increased by ¥82,021 million ($661,460 thousand), operating income decreased by ¥5,755 million ($46,411 thousand) and income before income taxes decreased by ¥81,859 million ($660,153 thousand) compared with what would have been recorded under the previous accounting standard. In September 2000, the Company contributed, receiving no cash, certain investment securities to its employee retirement benefit trust. The market value of the contributed securities at the time of contribution was ¥37,399 million ($301,605 thousand). Upon contribution of these securities, a “gain on securities contributed to employee retirement benefit trust” amounting to ¥30,505 million ($246,008 thousand) was recognized. As a result, income before income taxes decreased by ¥51,534 million ($415,597 thousand). The effect of this change on the business segments is described in Note 12. Effective April 1, 2000, the Companies adopted the new Japanese accounting standard for financial instruments (“Opinion Concerning Establishment of Accounting Standard for Financial Instruments” issued by the Business Accounting Deliberation Council on January 22, 1999). Upon applying the new accounting standard, all companies are required to classify receivables into the following three categories and make provision for possible losses. For receivables to insolvent customers who are undergoing bankruptcy or other collection proceedings or in a similar financial condition, the allowance for doubtful receivables is provided in the full amount of such receivables, excluding the portion that is estimated to be recoverable due to the existence of collaterals or guarantees. For the unsecured portion of receivables to customers not presently in the above circumstances, but for which there is a high probability of so becoming, the allowance for doubtful receivables is provided for individually estimated uncollectible amounts, primarily determined after an evaluation of collaterals, guarantees and the customer’s overall financial condition. For other receivables, the allowance for doubtful receivables is provided based on the Company’s actual rate of receivable losses in the past. The effect on the consolidated income statement of adopting the new accounting standards was immaterial. Income Taxes The provision for income taxes is computed based on the pretax income included in the consolidated statements of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Effective April 1, 1998, the Company adopted the new accounting standard issued in October 1998, which requires more accurate calculation regarding the recognition of the tax effects attributable to temporary differences. As a result of this change, total assets increased by ¥938 million ($7,565 thousand), net income decreased by ¥62 million ($500 thousand) and the ending balance of retained earnings increased by ¥938 million ($7,565 thousand). Employees’ Severance and Retirement Benefits The Companies provide two types of post-employment benefit plans, unfunded lump-sum payment plans and funded noncontributory pension plans, under which all eligible employees are entitled to benefits based on the level of wages and salaries at the time of retirement or termination, length of service and certain other factors. The pension plans cover 30% of total severance and retirement benefits. 41 AR 01.10.24 6:24 PM ページ 42 Foreign Currency Translation Consolidated Statements of Cash Flows Foreign currency transactions are translated into Japanese yen using the exchange rates in effect at the time of the transactions or at the applicable exchange rates under forward exchange contracts. Prior to April 1, 2000, current assets and liabilities denominated in foreign currencies were translated at the exchange rates prevailing at the end of each fiscal year, except that forward exchange contract rates were used where applicable and the resulting gains and losses were included in current income. Non-current assets and liabilities denominated in foreign currencies were translated at the exchange rates in effect at the time of the transactions, except that forward exchange contract rates were used where applicable. Effective April 1, 2000, the Company and its consolidated subsidiaries adopted the revised accounting standard for foreign currency translation, “Opinion Concerning Revision of Accounting Standard for Foreign Currency Translation”, issued by the Business Accounting Deliberation Council on October 22, 1999 (the “Revised Accounting Standard”). Under the Revised Accounting Standard, all short-term and long-term monetary receivables and payables denominated in foreign currencies are also translated into Japanese yen at the year-end rate. The effect on the consolidated income statement of adopting the Revised Accounting Standard was immaterial. Financial statements of consolidated overseas subsidiaries are translated into Japanese yen at the year-end rate, except that shareholders’ investment accounts are translated at historical rates and income statement items resulting from transactions with the Company at the rates used by the Company. Due to the adoption of the Revised Accounting Standard, the Company and its domestic subsidiaries report foreign currency translation adjustments in shareholders’ investment and minority interests. The prior year’s amount, which is included in assets, has not been reclassified. The effect of this change on the business segments is described in Note 12. In preparing the consolidated statements of cash flows, cash on hand, readily-available deposits and short-term highly liquid investments with maturities not exceeding three months at the time of purchase are considered to be cash and cash equivalents. In accordance with the “Standards for Preparation of Consolidated Cash Flow Statements, etc.” (the “New Standards”), effective from the year ended March 31, 2000, the Company is required to prepare consolidated cash flow statements. The consolidated cash flow statement in 1999, which was prepared for readers outside Japan although such statement was not required, has been restated to conform to the 2000 and 2001 presentation. Reclassifications Certain reclassifications have been made to previously reported 1999 and 2000 amounts to conform to the 2001 presentation. These reclassifications had no effect on previously reported net income or total shareholders’ investment. 2. Change of Accounting Policy Transportation Costs In past fiscal years, due to the difficulty of determining the exact amount of transportation costs incurred by the distribution subsidiary attributable to the Company’s product delivery, total transportation costs incurred by the subsidiary had been included in cost of sales. However, effective April 1, 2000, it was possible to distinguish transportation costs attributable to the Company’s product delivery from total delivery cost, and the Company changed its accounting treatment so that transportation costs attributable to the Company’s product delivery could be included in selling, general and administrative expenses. As a result, gross profit in this fiscal year increased by ¥18,531 million ($149,444 thousand). Research and Development Expenses relating to research and development activities are charged to income as incurred. Research and development expenses include practical-application research expenses of the Technical Development Departments. In addition, other research expenses are incurred by the Toppan Technical Research Institute. The amounts for the years ended March 31, 1999, 2000 and 2001, were as follows: Millions of yen 1999...........¥18,875 2000........... 18,369 2001........... 18,850 Thousands of dollars $152,218 148,137 152,016 42 AR 01.10.24 6:24 PM ページ 43 3. Marketable and Investment Securities Marketable securities and investment securities as of March 31, 2000 were comprised as follows: Millions of yen Thousands of dollars Marketable securities— Marketable equity securities ........................... ¥ 4,406 $ 35,532 Interest-bearing bonds and other ......................... 56,853 458,492 ¥61,259 $494,024 Marketable equity securities ........................... ¥51,803 $417,766 Non-marketable equity securities ......................... 6,213 50,105 Investment securities— Interest-bearing bonds and other ......................... 850 6,855 ¥58,866 $474,726 Interest-bearing bonds represent primarily those issued by the government, government-sponsored agencies and banks. The unrealized gains applicable to current and non-current marketable equity securities as of March 31, 2000 were as follows: Millions of yen Thousands of dollars Current ...................................... ¥15,007 $121,024 Non-current .................................... 79,651 642,347 The following tables summarize acquisition costs, book values and fair values of securities with available fair values as of March 31, 2001: (a) Held-to-maturity debt securities Securities with available fair values exceeding book values Millions of yen Thousands of dollars Book value .................................... ¥11,993 $96,718 Fair value ..................................... 12,001 96,783 Difference ..................................... 8 65 Securities with available fair values below book values Millions of yen Thousands of dollars Book value .................................... ¥5,892 $47,516 Fair value ..................................... 5,865 47,298 Difference ..................................... 43 (27) (218) AR 01.10.24 6:24 PM ページ 44 (b) Available-for-sale securities Securities with book values exceeding acquisition costs Millions of yen Type Acquisition cost Book value Difference Equity securities ........................ ¥43,541 ¥72,079 ¥28,538 Bonds ............................ 2,434 2,491 57 Others ............................ 5,268 5,319 51 Total ........................... ¥51,243 ¥79,889 ¥28,646 Thousands of dollars Type Acquisition cost Book value Equity securities ........................ $351,137 $581,282 Difference $230,145 Bonds ............................ 19,629 20,089 460 Others ............................ 42,484 42,895 411 Total ........................... $413,250 $644,266 $231,016 Securities with book values below acquisition costs Millions of yen Type Acquisition cost Book value Difference Equity securities ........................ ¥16,307 ¥13,664 Bonds ............................ 3,104 3,084 (20) Others ............................ 2,628 2,036 (592) Total ........................... ¥22,039 ¥18,784 ¥(3,256) ¥(2,644) Thousands of dollars Type Acquisition cost Book value Equity securities ........................ $131,508 $110,193 Difference $(21,323) Bonds ............................ 25,032 24,871 (161) Others ............................ 21,194 16,420 (4,774) Total ........................... $177,734 $151,484 $(26,258) The following tables summarize book values of securities with no available fair values as of March 31, 2001: Millions of yen Thousands of dollars Available-for-sale securities— Non-listed equity securities............................ ¥9,059 $73,056 1,613 Non-listed foreign securities ........................... 200 Non-listed domestic securities .......................... 10 81 Total ..................................... ¥9,269 $74,750 44 AR 01.10.24 6:24 PM ページ 45 Planned redemption schedule of available-for-sale securities with maturities and held-to-maturity debt securities is as follows: Millions of yen Within one year Over one year but within five years Over five years but within ten years Over ten years Total ¥19,285 4,998 ¥4,184 — ¥200 — — — ¥23,669 4,998 Total ...................... ¥24,283 ¥4,184 ¥200 — ¥28,667 Over ten years Total Bonds— Corporate bonds ................. Others ....................... Thousands of dollars Within one year Over one year but within five years Over five years but within ten years Bonds— Corporate bonds ................. $155,524 Others ....................... 40,306 $33,742 — $1,613 — — — $190,879 40,306 Total ...................... $195,830 $33,742 $1,613 — $231,185 Total sales of available-for-sale securities in the year ended March 31, 2001 amounted to ¥16,061 million ($129,524 thousand) and the related gains and losses amounted to ¥13,788 million ($111,194 thousand) and ¥178 million ($1,435 thousand), respectively. 4. Investments in and Advances to Affiliates (a) Combined unaudited financial information of affiliates as at each balance sheet date and for each of the years presented was as follows: Millions of yen 2000 Thousands of dollars 2001 2001 Financial Position: Assets— Current assets ....................... ¥197,018 ¥166,886 $1,345,855 Investments and other assets ................. 173,528 186,285 1,502,298 Total ........................... ¥370,546 ¥353,171 $2,848,153 ¥132,063 ¥107,362 $ 865,823 Liabilities— Current liabilities ...................... Long-term liabilities ..................... 73,865 79,006 637,145 Shareholders’ investment .................. 164,618 166,803 1,345,185 Total ........................... ¥370,546 ¥353,171 $2,848,153 Millions of yen Operations: Net sales........................ Costs and expenses ................... Net income Thousands of dollars 1999 2000 2001 2001 ¥313,635 312,114 ¥ 1,521 ¥299,688 296,513 ¥ 3,175 ¥295,050 288,170 ¥ 6,880 $2,379,435 2,323,951 $ 55,484 (b) Summarized below are significant transactions with affiliates for the years ended March 31, 1999, 2000 and 2001: Millions of yen Sales ......................... Cost of sales— Purchases of materials ................ Subcontractors’ fees and others ............ Interest and dividend income............... Rental income ..................... Thousands of dollars 1999 ¥ 3,978 2000 ¥ 3,616 2001 ¥ 3,095 2001 $ 24,960 26,766 8,088 702 1,034 26,977 7,879 487 888 24,854 7,594 552 860 200,435 61,242 4,452 6,935 45 AR 01.10.24 6:24 PM ページ 46 5. Long-Term Indebtedness Long-term indebtedness as at March 31, 2000 and 2001, is detailed in the table below: Conversion/subscription price Yen per share Unsecured convertible bonds— 1.9%, due 2001 ................... ¥1,645.10 1.4%, due 2005 ................... 2,235.20 Unsecured bonds— — 2.7%, due 2007 ................... Secured bonds— — 2.5%, due 2004 ................... 2.2%, due 2003 ................... — 1.8%, due 2005 ................... — Unsecured loans— — Japanese banks, 1.6–5.8%, due 2002 through 2005 ... Foreign banks, 2.1–7.6%, due 2002 through 2009.... — Mortgage loans— Japanese banks, 2.6–2.7%, due 2002 through 2012 ... — Total long-term indebtedness ............ Less: Current portion included in current liabilities...... Net long-term indebtedness............. Millions of yen 2000 Thousands of dollars 2001 2001 ¥ 24,933 34,950 ¥ 24,933 34,950 $ 201,073 281,855 50,000 50,000 403,226 500 300 200 500 300 200 4,032 2,419 1,613 3,231 608 1,452 3,797 11,710 30,621 1,851 116,573 (894) ¥115,679 1,316 117,448 (26,656) ¥ 90,792 10,613 947,162 (214,968) $ 732,194 If all outstanding convertible bonds had been converted into common stock as at March 31, 2001, approximately 30,792 thousand shares of common stock would have been issued. As is customary in Japan, short-term and long-term bank loans are made under general agreements which provide that additional security and guarantees for present and future indebtedness will be given upon request of the bank under certain circumstances, and that any collateral so furnished will be applicable to all indebtedness to that bank. To date, the Company and its consolidated subsidiaries have not received any such requests from the banks. In addition, the agreements provide that the bank has the right to offset cash deposits against any short-term or long-term debt that becomes due, and in case of default and certain other specified events, against all other debt payable to the bank. As at March 31, 2001, property, plant and equipment with a net book value of ¥4,902 million ($39,532 thousand) was pledged as collateral for long-term indebtedness. The convertible bonds are convertible into common stock at the option of the holders, currently at applicable conversion prices per share as listed in the preceding table. These conversion prices are subject to adjustment for subsequent stock splits of common stock and shares issued at less than market value. The outstanding convertible bonds are redeemable at the option of the Company at a price of 100% of the principal amount under certain conditions as provided in the respective agreements. The unsecured convertible bonds are subject to certain covenants such as restrictions on dividends, earnings and certain additional secured indebtedness, as defined in the agreements. The Company presently satisfies all required covenants. The aggregate annual maturities of long-term loans subsequent to March 31, 2001 are as follows: Fiscal year ending March 31 Millions of yen Thousands of dollars 2003 ....................................... ¥1,552 $12,516 2004 ....................................... 952 7,677 2005 ....................................... 744 6,000 2006 ....................................... 247 1,992 2007 and thereafter ................................ 1,347 10,863 46 AR 01.10.24 6:24 PM ページ 47 6. Income Taxes 7. Employees’ Severance and Pension Benefits The Company and its subsidiaries are subject to several taxes (corporate, inhabitant and enterprise) based on income. The aggregate statutory tax rates and the effective tax rates for the years ended March 31, 1999, 2000 and 2001, are as follows: As explained in Note 1, Significant Accounting and Reporting Policies, effective April 1, 2000, the Companies adopted the new accounting standard for employees’ severance and retirement benefits, under which the liabilities and expenses for severance and retirement benefits are determined based on the amounts obtained by actuarial calculations. The liabilities for severance and retirement benefits included in the liability section of the consolidated balance sheet as of March 31, 2001 consists of the following: Statutory tax rate Effective tax rate 1999 47% 49% 2000 42% 45% 2001 42% 45% Variance between the statutory tax rates and effective tax rates consists primarily of the effect of permanently non-deductible expenses and non-taxable income. Significant components of the Company’s deferred tax assets and liabilities as of March 31, 2000 and 2001, are as follows: Millions of yen 2000 Projected benefit obligation ...¥ 255,765 $ 2,062,621 Unrecognized prior service costs .......... 11,066 89,242 Less: Unrecognized actuarial differences........... (40,654) (327,855) Less: Fair value of pension assets ... (166,324) (1,341,323) Thousands of dollars 2001 (Deferred tax assets) Bad debt reserve ......¥ 1,366 ¥ 1,621 Accrued bonuses ...... 2,456 3,272 Enterprise taxes ....... 1,654 1,931 Depreciation ........ 2,009 1,950 Employees’ severance and retirement benefits .... 4,586 23,316 Intercompany profits..... 2,143 2,167 Net operating loss carry forwards. 3,429 3,314 Other ........... 2,566 3,671 20,209 41,242 Less: Valuation allowance... (3,429) (3,314) Total............ 16,780 37,928 2001 Liability for severance and retirement benefits ....... ¥ 59,853 $ 13,073 26,387 15,573 15,726 ¥165 108 ¥273 ¥ — 342 ¥342 188,032 17,476 26,726 29,604 332,597 (26,726) 305,871 Millions of yen Service costs—benefits earned during the year ........ ¥ 11,350 Interest cost on projected benefit obligation ....... 8,245 Expected return on plan assets... (5,128) Amortization of net transition obligation ........... 76,104 Amortization of prior service costs ............. (1,230) Severance and retirement benefit expenses ........... ¥ 89,341 2000 482,685 Thousands of dollars $ 91,532 66,492 (41,355) 613,742 (9,919) $ 720,492 The discount rate and the rate of expected return on plan assets used by the Company are mainly 3% and 3.5%, respectively. The estimated amount of all retirement benefits to be paid at the future retirement date is allocated equally to each service year using the estimated number of total service years. Past service costs are recognized as an expense in equal amounts mainly over 5 years, and actuarial gains/losses are recognized in the consolidated income statement using the straight-line method mainly over 15 years. $ — 2,758 $2,758 The valuation allowance mainly relates to deferred tax assets of the consolidated subsidiaries with operating loss carry forwards for tax purposes that are not expected to be realized. Also, the following table summarizes the significant differences between the statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended March 31, 2000 and 2001, respectively: Statutory tax rate ............ 41.7% Non-Japanese taxes .......... (0.4) Non-taxable dividend income ..... (2.0) Non-deductible expenses ....... 2.0 Per capita inhabitant tax........ 0.5 Consolidation adjustment of dividend .. 1.6 Other ................ 1.6 Effective tax rate ............ 45.0% $ Included in the consolidated statement of income for the year ended March 31, 2001 are severance and retirement benefit expenses comprised of the following: (Deferred tax liabilities) Tax purpose reserves regulated 4,608 37,161 by Japanese tax law..... 3,544 Net unrealized gains on securities ......... — 10,626 85,694 Other ........... 185 355 2,863 Total............ 3,729 15,589 125,718 Deferred tax assets, net ...¥13,051 ¥22,339 $180,153 (Fixed liabilities) Deferred tax liabilities Depreciation ........ Other ........... Total deferred tax liabilities .. Thousands of dollars Millions of yen 2001 41.7% (0.7) (3.6) 3.7 0.9 2.5 0.2 44.7% 47 AR 01.10.24 6:24 PM ページ 48 8. Shareholders’ Investment Year-end dividends are approved by the shareholders after the end of each fiscal year, and interim dividends are declared by the Board of Directors after the end of each semi-annual period. In accordance with the Commercial Code, the year-end dividends and the related appropriation of retained earnings are not reflected in the consolidated financial statements at the end of each fiscal year. The maximum amount that the Company can distribute as dividends is calculated based on the unconsolidated financial statements of the Company in accordance with the Commercial Code of Japan. On June 28, 2001, the shareholders approved the declaration of a year-end cash dividend totaling ¥5,595 million ($45,121 thousand), which was paid in that month to the shareholders of record as at March 31, 2001, and the related appropriation of profits to legal reserve of ¥573 million ($4,621 thousand). The Japanese Commerical Code provides that an amount equivalent to at least 10% of cash dividends paid and of other cash outlays in each fiscal or interim six-month period be appropriated to a legal reserve until such reserve equals 25% of the issued share capital. In accordance with the new disclosure requirements effective from the year ended March 31, 1999, legal reserve of ¥14,709 million ($118,621 thousand) is included in retained earnings for 1999. Previously, it was presented as a separate component of shareholders’ investment. The accompanying consolidated financial statements for the years ended March 31, 1999 have been reclassified to conform to the 2000 and 2001 presentation. The Code also provides that neither the additional paid-in capital nor the legal reserve is available for cash dividends, but may be used to reduce a capital deficit by resolution of the shareholders or may be capitalized by resolution of the Board of Directors. 9. Per Share Data accrual basis but include dividends approved after each fiscal year-end and are applicable to the year then ended. The number of shares of common stock outstanding used in computing net income per share was as follows: Net income per share is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. The convertible bonds were considered as common stock equivalents and were included in the calculation of earnings per share when they were dilutive. In computing net income per share, net income is adjusted, at net of income taxes, by interest expense on the convertible bonds. Dividends per share shown in the accompanying consolidated statements of income have been presented on an 10. Derivative Financial Instruments and Hedging Transactions The Company and several subsidiaries (the “Companies”) use derivative financial instruments selectively to manage interest rate risk and foreign exchange risk. The Companies enter into forward foreign exchange contracts and currency swap contracts to reduce foreign exchange risks and use interest rate swaps and interest rate caps to manage floating interest rate risk. Also, the Companies use bonds with derivative financial instruments. To reduce the credit risk of counterparties in derivative transactions, the Companies select major, creditworthy financial institutions as counterparties. The derivative transactions are executed and managed by the Company’s Finance Department in accordance with the established policies and within the specified limits on the amounts of derivative transactions allowed. The Director in charge of the Finance Department reports information on derivative transactions to the Board of Directors on a monthly basis. Thousands of shares 1999................. 2000................. 2001................. 730,195 730,197 730,198 The following summarizes hedging derivative financial instruments used by the Companies and items hedged: Hedging instruments: Hedged items: Forward foreign exchange Foreign currency trade receivables contracts and trade payables (including future trading) Currency swap contracts Foreign currency bonds Interest rate swap contracts Interest on foreign currency bonds and loans payable Interest rate cap contracts Loans payable The Companies evaluate hedge effectiveness semi-annually by comparing the cumulative changes in cash flows from or the changes in fair value of hedged items and the corresponding changes in the hedging derivative instruments. The following tables summarize market value information as of March 31, 2000 and 2001, of derivative transactions for which hedge accounting has not been applied: 48 AR 01.10.24 6:24 PM ページ 49 Currency Related 2000 Items not traded on exchanges Millions of yen Contracted amount Type Forward foreign exchange contracts— Sell: Swedish krone .................. Buy: U.S. dollars ................... Total ....................... ¥14 46 ¥60 2001 Items not traded on exchanges Market value ¥— — ¥— ¥14 46 ¥60 Unrealized gains (losses) ¥0 0 ¥0 Millions of yen Contracted amount Type Forward foreign exchange contracts— Sell: U.S. dollars ................... Buy: U.S. dollars ................... Total ....................... Over one year ¥3,062 245 ¥3,307 2001 Items not traded on exchanges Type Forward foreign exchange contracts— Sell: U.S. dollars ................... Buy: U.S. dollars ................... Total ....................... Over one year ¥— — ¥— Market value ¥2,864 266 ¥3,130 Unrealized gains (losses) ¥(198) 21 ¥(177) Thousands of U.S. dollars Contracted amount Over one year $24,694 1,976 $26,670 Interest Related 2000 Items not traded on exchanges $— — $— Market value $23,097 2,145 $25,242 Unrealized gains (losses) $(1,597) 169 $(1,428) Millions of yen Contracted amount Type Over one year Market value Unrealized gains (losses) Interest rate swap— Pay fixed, receive variable ............... ¥197 ¥ — ¥0 ¥0 Interest rate cap— Buy ......................... 150 150 1 1 Total ....................... ¥347 ¥150 ¥1 ¥1 49 AR 01.10.24 6:24 PM ページ 50 11. Commitments and Contingent Liabilities The Company and its subsidiaries were also contingently liable as guarantors for the borrowings of certain affiliates, subcontractors and employees, amounting to ¥888 million ($7,161 thousand) as at March 31, 2001. The Company and its consolidated subsidiaries had cancellable and non-cancellable long-term lease agreements, principally for office space and computer equipment. Annual rental expenses for the year ended March 31, 2001, were ¥21,368 million ($172,323 thousand). Commitments outstanding as at March 31, 2001 for capital expenditures approximated ¥28,051 million ($226,218 thousand). As at March 31, 2001, certain subsidiaries were contingently liable for trade notes receivable discounted with banks of ¥38 million ($306 thousand). The average interest rate of the notes discounted with banks was 6.8% per annum as at March 31, 2001. Also, certain subsidiaries were contingently liable for trade notes receivable endorsed of ¥11 million ($89 thousand). 12. Segment Information As described in Note 1, effective April 1, 2000, the Company and its consolidated subsidiaries adopted the new accounting standard for employees’ severance and retirement benefits (“Opinion on Setting Accounting Standard for Employees’ Severance and Pension Benefits”). As a result, for the year ended March 31, 2001, operating income of the “printing” segment and “other” segment decreased by ¥5,370 million ($43,306 thousand) and ¥384 million ($3,097 thousand), respectively. Also, assets of the “printing” segment and “other” segment increased by ¥30,825 million ($248,589 thousand) and ¥1,839 million ($14,831 thousand), respectively. As described in Note 1, effective April 1, 2000, the Companies adopted the new Japanese accounting standard for financial instruments (“Opinion Concerning Establishment of Accounting Standard for Financial Instruments”). As a result, for the year ended March 31, 2001, assets of the “printing” segment increased by ¥25,849 million ($208,460 thousand) and the effect on the assets of the “other” segment was immaterial. As described in Note 1, effective April 1, 2000, the Companies adopted the revised accounting standard for foreign currency translation. As a result, for the year ended March 31, 2001, assets of the “printing” segment decreased by ¥6,380 million ($51,452 thousand) and the effect on the assets of the “other” segment was immaterial. Geographical segment information was not presented as the sales and assets of consolidated domestic subsidiaries for the years ended March 31, 1999, 2000 and 2001, exceeded 90% of consolidated net sales and assets. The overseas sales of the Company and its consolidated subsidiaries for the years ended March 31, 1999, 2000 and 2001, were less than 10% of consolidated net sales. The Company conducts various printing activities classified as the “printing” segment and non-printing activities classified as the “other” segment. A summary of net sales, costs and expenses and operating income by segment of business activities for the years ended March 31, 1999, 2000 and 2001, is shown on the next page. As described in Note 1 (Depreciation), effective April 1, 1998, the Company changed its depreciation method for buildings, excluding building fixtures, from the declining-balance method to the straight-line method. As a result of this change, operating income and assets of the “printing” segment for the year ended March 31, 1999, increased by ¥2,651 million ($21,379 thousand) and ¥3,233 million ($26,073 thousand), respectively. Also, as described in Note 1 (Depreciation), effective April 1, 1998, the Company shortened the estimated useful lives of buildings, excluding building fixtures. As a result of this change, operating income and assets of the “printing” segment decreased by ¥701 million ($5,653 thousand) and ¥833 million ($6,718 thousand), respectively. Also, as described in Note 1 (Allowance for doubtful receivables), effective from the year ended March 31, 1999, the Company changed the policy for providing the allowance for doubtful receivables from using the formula provided by the Corporation Tax Law to applying a percentage based on collection experience to the remaining account. As a result of this change, operating income and assets of the “printing” segment increased by ¥434 million ($3,500 thousand) and ¥1,868 million ($15,065 thousand), respectively. Also, operating income and assets of the “other” segment increased by ¥28 million ($226 thousand) and ¥136 million ($1,097 thousand), respectively. 50 AR 01.10.24 6:24 PM ページ 51 1999 Millions of yen Printing Net sales— Outside customers ..... Intersegment ....... Total .......... Costs and expenses ..... Operating income ...... Assets ........... Depreciation ........ Capital expenditures ..... ¥1,116,534 17,631 1,134,165 1,069,271 ¥1,264,894 ¥1,226,042 ¥1,258,186 ¥1,100,485 Other ¥106,905 47,278 154,183 153,860 ¥ 323 ¥ 61,875 ¥ 293 ¥ 436 2000 ¥1,129,755 18,139 1,147,894 1,084,815 ¥1,263,079 ¥1,264,114 ¥1,261,633 ¥1,180,484 Other ¥107,327 45,514 152,841 150,653 ¥ 2,188 ¥ 58,766 ¥ 365 ¥ 662 2001 ¥1,182,205 18,392 1,200,597 1,134,997 ¥ 65,600 ¥1,330,336 ¥ 64,039 ¥ 97,959 Other ¥111,632 49,434 161,066 159,235 ¥ 1,831 ¥ 84,849 ¥ 422 ¥ 1,092 2001 ¥ ¥ ¥ ¥ — (64,909) (64,909) (64,909) — (20,560) — — ¥1,223,439 — 1,223,439 1,158,222 ¥1,265,217 ¥1,267,357 ¥1,258,479 ¥1,100,921 Total ¥1,237,082 63,653 1,300,735 1,235,468 ¥ 1,265,267 ¥1,322,880 ¥ 1,261,998 ¥1,181,146 Elimination ¥ ¥ ¥ ¥ ¥ — (63,653) (63,653) (63,653) — (21,700) — — Consolidated ¥1,237,082 — 1,237,082 1,171,815 ¥1,265,267 ¥1,301,180 ¥1,261,998 ¥1,181,146 Total ¥1,293,837 67,826 1,361,663 1,294,232 ¥ 67,431 ¥1,415,185 ¥ 64,461 ¥ 99,051 Elimination ¥ ¥ ¥ ¥ ¥ — (67,826) (67,826) (67,826) — (35,029) — — Consolidated ¥1,293,837 — 1,293,837 1,226,406 ¥ 67,431 ¥1,380,156 ¥ 64,461 ¥ 99,051 Thousands of dollars Printing Net sales— Outside customers .... Intersegment ...... Total ......... Costs and expenses ..... Operating income ..... Assets ........... Depreciation ........ Capital expenditures .... ¥ Consolidated Millions of yen Printing Net sales— Outside customers ..... Intersegment ....... Total .......... Costs and expenses ..... Operating income ...... Assets ........... Depreciation ........ Capital expenditures ..... ¥1,223,439 64,909 1,288,348 1,223,131 ¥ 1,265,217 ¥1,287,917 ¥ 1,258,479 ¥1,100,921 Elimination Millions of yen Printing Net sales— Outside customers ..... Intersegment ....... Total .......... Costs and expenses ..... Operating income ...... Assets ........... Depreciation ........ Capital expenditures ..... Total $ 9,533,911 148,323 9,682,234 9,153,202 $ 529,032 $10,728,516 $ 516,444 $ 789,992 Other $ 900,258 398,661 1,298,919 1,284,153 $ 14,766 $ 684,266 $ 3,403 $ 8,806 51 Total $10,434,169 546,984 10,981,153 10,437,355 $ 543,798 $11,412,782 $ 519,847 $ 798,798 Elimination $ — (546,984) (546,984) (546,984) $ — $ (282,492) $ — $ — Consolidated $10,434,169 — 10,434,169 9,890,371 $ 543,798 $ 11,130,290 $ 519,847 $ 798,798 AR 01.10.24 6:24 PM ページ 52 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and the Board of Directors of TOPPAN PRINTING CO., LTD.: We have audited the accompanying consolidated balance sheets of TOPPAN PRINTING CO., LTD. (a Japanese corporation) and subsidiaries as of March 31, 2000 and 2001, and the related consolidated statements of income, shareholders’ investment and cash flows for each of the three years in the period ended March 31, 2001, expressed in Japanese yen. Our audits were made in accordance with generally accepted auditing standards in Japan and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the consolidated financial statements referred to above present fairly the consolidated financial position of TOPPAN PRINTING CO., LTD. and subsidiaries as of March 31, 2000 and 2001, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 2001 in conformity with accounting principles generally accepted in Japan applied on a consistent basis during the periods, except as noted in the following paragraph. As explained in Note 1, in the year ended March 31, 2000, TOPPAN PRINTING CO., LTD., and subsidiaries prospectively adopted new Japanese accounting standards for consolidation and equity method accounting and research and development costs. Also, as explained in Note 1, in the year ended March 31, 2001, TOPPAN PRINTING CO., LTD. and subsidiaries prospectively adopted new Japanese accounting standards for financial instruments, employees’ severance and retirement benefits, and foreign currency translation. Also, TOPPAN PRINTING CO., LTD. and subsidiaries changed the method of recording depreciation of buildings excluding building fixtures, effective April 1, 1999, as referred to in Note 1 and Note 12, and the accounting treatment for transportation costs, effective April 1, 2000, as referred to in Note 2, with which we concur. Also, in our opinion, the U.S. dollar amounts in the accompanying consolidated financial statements have been translated from Japanese yen on the basis set forth in Note 1. Asahi & Co (A Member Firm of Andersen Worldwide SC) Tokyo, Japan June 28, 2001 Statement on Accounting Principles and Auditing Standards This statement is to remind users that accounting principles and auditing standards and their application in practice may vary among nations and therefore could affect, possibly materially, the reported financial position and results of operations. The accompanying financial statements are prepared based on accounting principles generally accepted in Japan, and the auditing standards and their application in practice are those generally accepted in Japan. Accordingly, the accompanying consolidated financial statements and the auditors’ report presented above are for users familiar with Japanese accounting principles, auditing standards and their application in practice. 52 AR 01.10.24 6:24 PM ページ 53 CORPORATE DATA Board of Directors and Auditors 54 Consolidated Subsidiaries and Affiliates 56 International Network 58 Investor Information 60 AR 01.10.24 6:24 PM ページ 54 (As of June 28, 2001) BOARD OF DIRECTORS AND AUDITORS Photo at Toppan Hall Front row from left: Hiromichi Fujita and Naoki Adachi Middle row from left: Shimpei Hasegawa, Tsuneyasu Kuromitsu, and Tohru Shimabukuro Back row from left: Tetsuro Minami, Masao Tsuchiya, Yukio Tagawa, and Hiroshi Kukimoto 54 AR 01.10.24 6:24 PM ページ 55 Hiromichi Fujita Tohru Shimabukuro Sawako Noma Kenji Ejima Chairman & Representative Senior Managing Director Director Senior Corporate Auditor Tetsuro Minami Masayasu Ishida Hideo Yuasa Senior Managing Director Director Corporate Auditor Masao Tsuchiya Akihiro Nagata Kohken Tsuchiya Senior Managing Director Director Corporate Auditor Yukio Tagawa Yoshio Sakamura Shuurou Hikita Senior Managing Director Director Corporate Auditor Hiroshi Kukimoto Hideaki Kawai Senior Managing Director Director Shuji Higashida Yukio Natori Managing Director Director Koichi Miyazaki Hiroshi Inoue Managing Director Director Hiromichi Kono Yoshiaki Tsuneda Managing Director Director Tatsuo Yamamoto Toshihiko Akiyama Managing Director Director Takeshi Toyama Takaharu Ariga Managing Director Director Director Naoki Adachi President & CEO Shimpei Hasegawa Vice President Tsuneyasu Kuromitsu Vice President Takashi Terachi Director Ryuzou Yabe Director Sakae Cho Director Hiroshi Yamazaki Director 55 AR 01.10.24 6:24 PM ページ 56 (As of June 28, 2001) CONSOLIDATED SUBSIDIARIES AND AFFILIATES Printing SECURITIES & CARDS PUBLICATIONS PRINTING Tokyo Magnetic Printing Co., Ltd.* Toppan Printing Co., (Shanghai) Ltd. Toppan Forms Co., Ltd. Toppan Forms (Hamamatsu) Co., Ltd. Toppan Forms Operation Co., Ltd. Toppan Forms Process Co., Ltd. Techno Toppan Forms Co., Ltd. Toppan Forms (Sanyo) Co., Ltd. Kagawa Business Forms Co., Ltd. Okinawa Business Forms Co., Ltd. Toppan Forms (Hokkaido) Co., Ltd. Toppan Forms Logistics and Services Co., Ltd. Toppan Forms Logistics and Services Kansai Co., Ltd. Toppan Forms Logistics and Services Nishinihon Co., Ltd. TSB Co., Ltd. T.F. Company, Ltd. Toppan Forms (H.K.), Ltd. Toppan Forms Computer Systems Ltd. Manson Computer Forms Co., Ltd. Toppan Forms Card Technologies Ltd. Toppan Forms (Singapore) Pte. Ltd. Toppan Gemplus Services Co., Ltd.* Tosho Printing Co., Ltd.* Hino Offset Printing Co., Ltd.* Toppan Graphic Arts Co., Ltd. Toppan Johhoku Printing Co., Ltd. Toppan Seihon Co., Ltd. Toppan Graphic Co., Ltd. Tokyo Computer Type Co., Ltd. T.M.G. Prepress Toppan Co., Ltd. Kouyou Sangyo Ltd. Digital House Co., Ltd. Digital Publishing Service Inc.* Toppan Printing Co. (America), Inc. Toppan Printing Co., (Shenzhen) Ltd. Toppan Printing Co. (H.K.) Ltd. Toppan Servicing Co., Ltd. Toppan Printing Co. (Australia) Pty. Ltd. Toppan Printing (Taiwan) Co., Ltd. PACKAGING Toppan Label Co., Ltd. Tamapoly Co., Ltd. Toppan Containers Co., Ltd. San-ei Shiki Ltd. Totsudan Unyu Soko Ltd. Totsudan Shiko Ltd. Toppan Plastic Co., Ltd. Toppan Packs Co., Ltd. Toppan Carton Co., Ltd. Toppan Gravure Prepress Co., Ltd. Toppan Engineering Co., Ltd. Toppan Kansai Packs Co., Ltd. Toppan Captech Co., Ltd. Toppan Fukuoka Shiko Co., Ltd. Toppan Saga Yoki Co., Ltd. Mikkabi Toppan Printing Co., Ltd. Toppan Miyagi Kako Co., Ltd. Kansai Bottling Co., Ltd. Gunma Tama Kako Ltd. Tama Kako Ltd. Toppan Beverage Co., Ltd. Wako Ltd. PT Toppan Sampoerna Indonesia Siam Toppan Packaging Co., Ltd. COMMERCIAL PRINTING Sobi Calendars Co., Ltd. Toppan Display Co., Ltd. Toppan Creative Communications Co., Ltd. Toppan Graphic Communications Co., Ltd. Osaka Toppan Display Co., Ltd. Toppan Graphic Communications Kansai Co., Ltd. Kumamoto Toppan Co., Ltd. Toppan Idea Center Nishinihon Co., Ltd. Kyushu Product Ltd. Top Planning Ltd. Kannabe Toppan Co., Ltd. Toppan Aichi Kako Co., Ltd. Toppan Multicreate Co., Ltd. Toppan Hokkaido Insatsukako Co., Ltd. Toppan Editorial Communications Co., Ltd. Toppan and Moak Ltd. Shanghai Toppan International Trading Co., Ltd. 56 AR 01.10.24 6:24 PM ページ 57 Others INDUSTRIAL MATERIALS CHEMICAL INDUSTRY Toppan Kenzai Tech Co., Ltd. Toppan Interamerica Inc. Toppan Printing Co. (UK) Ltd. Toppan Printing GmbH Toyo Ink Mfg. Co., Ltd.* PUBLISHING Tokyo Shoseki Co., Ltd.* Froebel-Kan Co., Ltd. Froebel-Kan Hokurikuhanbai Co., Ltd. Froebel-Kan Fukuokahanbai Co., Ltd. Froebel-Kan Tohokuhanbai Co., Ltd. ELECTRONICS Niigata Toppan Printing Co., Ltd. Toppan Electronics Fuji Co., Ltd. Toppan Technical Design Center Co., Ltd. Toppan Precision Board Ltd. Toppan Shiga Seimitsu Co., Ltd. Toppan Electronics, Inc. Toppan Electronics Co., (Singapore) Pte. Ltd. Toppan Chunghwa Electronics Co., Ltd. Toppan Electronics (Taiwan) Co., Ltd. Toppan CFI (Taiwan) Co., Ltd. SALES Toppan Cosmo, Inc. SERVICES Toppan Logistics Co., Ltd. Total Media Development Institute Co., Ltd. The Institute of Exhibition Art and Technology Co., Ltd. The Institute of Cultural Communications, Ltd. Toppan Travel Service Corp. Top Rep Ltd. Toppan Multisoft Ltd. Toppan Management Systems (S) Pte., Ltd. Toppan Multisoft (Shanghai) Ltd. Toppan Management Systems (India) Pty., Ltd. Toppan Security Service Co., Ltd. Toppan Direct Mail Center Co., Ltd. Toppan Techno Co., Ltd. Kita-Osaka Shigyo Co., Ltd. CyberMap Japan Corp. Toppan Co., Ltd. Toppan Hall Co., Ltd. Toppan Human Information Services Co., Ltd. Toppan Financial Services Co., Ltd. Toppan M&I Ltd.* * Companies marked with an asterisk are affiliates. Others are consolidated subsidiaries. 57 AR 01.10.24 6:24 PM ページ 58 (As of June 28, 2001) INTERNATIONAL NETWORK International Division 1, Kanda Izumi-cho, Chiyoda-ku, Tokyo 101-0024, Japan Phone: 81-3-3835-5741 Fax: 81-3-3835-0674 Locally Incorporated Companies and Offices Asia ■ Toppan Printing Co., Ltd. Beijing Representative Office No. 2215, Beijing Hotel, Beijing, 100004, People’s Republic of China Phone: 86-10-6513-8039 Fax: 86-10-6513-3113 Marketing and liaison ■ Toppan Printing Co., (Shanghai) Ltd. No. 5583 Hu Nan Road, Pu Dong, Shanghai, 201316, People’s Republic of China Phone: 86-21-5822-1212 Fax: 86-21-5822-1543 Manufacture of bank cards, credit cards, and prepaid cards Shanghai Sales Office Shanghai International Shopping Center, Room 904, B Building, 527 Huaihai Zhong Road, Shanghai, 200020, People’s Republic of China Phone: 86-21-5306-1354 Fax: 86-21-5306-7296 ■ Shanghai Toppan International Trading Co., Ltd. Electronics Operations 2nd Floor, 19 Factory Building, 61 Meisheng Road, Wai Gaoqiao Free Trade Zone, Shanghai, 200131, People’s Republic of China Phone: 86-21-5868-5008 Fax: 86-21-5868-5028 Sales of electronic precision components Commercial Printing Operations Nan Zheng Building 601, No 580 Nan Jing Road, Shanghai, 200041, People’s Republic of China (Under Application) Phone: 86-21-5234-0442 Fax: 86-21-5234-0309 Sales and purchasing of commercial printing ■ Toppan Printing Co., (Shenzhen) Ltd. No. 27 Industrial Zone, Chuang Ye Road, Baoan District, Shenzhen, 518101, People’s Republic of China Phone: 86-755-781-2211 Fax: 86-755-780-1262 Book, magazine, and commercial printing and paper carton packaging ■ Toppan Printing Co. (H.K.) Ltd. 1, Fuk Wang Street, Yuen Long Industrial Estate, Yuen Long, New Territories, Hong Kong, People‘s Republic of China Phone: 852-2561-0101 Fax: 852-2475-4321 Book, magazine, and commercial printing ■ Toppan Chunghwa Electronics Co., Ltd. 1127-3 Hopin Road, Padeh City, Taoyuan, Taiwan, 334 Phone: 886-3-364-3300 Ext. 200 Fax: 886-3-364-9922 Hsin-chu Office 4th Floor, No. 2, Ching-Shan Street, Hsin-chu City, Taiwan, 300 Phone: 886-3-564-3000 Fax: 886-3-564-5000 Manufacture and sales of photomasks for semiconductors ■ Toppan Electronics (Taiwan) Co., Ltd. 11th Floor, 109 Min Sheng E. Road, Sec. 3, Taipei, Taiwan, 105 Phone: 886-2-2719-0065 Fax: 886-2-2719-0067 Sales of electronic precision components 58 ■ Toppan Printing (Taiwan) Co., Ltd. 11th Floor, 109 Min Sheng E. Road, Sec. 3, Taipei, Taiwan, 105 Phone: 886-2-2719-1641 Fax: 886-2-2719-1642 Sales and marketing ■ Toppan CFI (Taiwan) Co., Ltd. 11th Floor, 109 Min Sheng E. Road, Sec. 3, Taipei, Taiwan, 105 Phone: 886-2-2719-0065 Fax: 886-2-2546-9489 Manufacture and sales of color filters ■ Toppan Electronics Co., (Singapore) Pte. Ltd. 152 Beach Road, #02-07A Gateway East, Singapore 189721 Phone: 65-392-0326 Fax: 65-392-0832 Sales of electronic precision components ■ PT Toppan Sampoerna Indonesia Jl. Raya Cibitung, Desa Telaga Asih, Kecamatan Cibitung, Kabupaten Bekasi, Jawa Barat, Indonesia Phone: 62-21-883-1153 Fax: 62-21-8832-5946 Manufacture of flexible packaging materials, paper carton packaging materials, calendars, and other commercial printing ■ Siam Toppan Packaging Co., Ltd. 543 Moo 4 Sukhumbit Road, Tambon Preaksa, Amphur Muang, Samutprakarn 10280, Thailand Phone: 66-2-709-3110 Fax: 66-2-709-3115 Manufacture of paper carton and multi-color process corrugated board AR 01.10.24 6:24 PM ページ 59 Oceania ■ Toppan Printing Co. (Australia) Pty. Ltd. Level 13, 179 Elizabeth Street, Sydney, NSW 2000, Australia Phone: 61-2-9283-5611 Fax: 61-2-9283-5185 Sales and marketing Americas ■ Toppan Printing Co. (America), Inc. 666 Fifth Avenue, New York, NY 10103, U.S.A. Phone: 1-212-489-7740 Fax: 1-212-969-9349 Book and magazine printing sales, commercial printing sales, sales promotion, and copyright and joint publication negotiation New Jersey 1100 Randolph Road, Somerset, NJ 08873, U.S.A. Phone: 1-732-469-8400 Fax: 1-732-469-8225 Prepress services and commercial printing Los Angeles Office 4551 Glencoe Avenue, Suite 230, Marina del Rey, CA 90292, U.S.A. Phone: 1-310-823-0050 Ext. 110 Fax: 1-310-823-0777 Book and commercial printing sales ■ Toppan Electronics, Inc. Advanced Interconnect Division 7770 Miramar Road, San Diego, CA 92126, U.S.A. Phone: 1-858-695-2222 Fax: 1-858-695-6823 Manufacture and sales of printed wiring boards Electronic Components Division 3032 Bunker Hill Lane, Suite 108, Santa Clara, CA 95054, U.S.A. Phone: 1-408-982-0944 Fax: 1-408-982-0953 Electronic precision components sales and marketing ■ Toppan Interamerica Inc. 1131 Highway 155 South, McDonough, GA 30253, U.S.A. Phone: 1-770-957-5060 Fax: 1-770-957-6447 Manufacture and sales of interior decor materials Irvine Office 20 Executive Park, Suite 130, Irvine, CA 92614, U.S.A. Phone: 1-949-474-8250 Fax: 1-949-474-8253 Sales and marketing ■ Toppan Printing Co., Ltd. International Business Law Center c/o Squire, Sanders & Dempsey, One Maritime Plaza, Suite 300, San Francisco, CA 94111, U.S.A. Phone: 1-415-393-9839 Fax: 1-415-296-8382 Europe ■ Toppan Printing Co. (UK) Ltd. Gillingham House, 38-44 Gillingham Street, London SW1V 1HU, United Kingdom Phone: 44-20-7828-7292 Fax: 44-20-7828-5310 European headquarters for sales of interior decor materials, electronic precision components, book printing, and marketing ■ TTi Card Technology Europe Ltd. Brindle Avenue, Coventry CV3 1JG, United Kingdom Phone: 44-24-7665-0505 Fax: 44-24-7665-9655 Sales of credit cards, IC cards, and others ■ Toppan Printing GmbH Immermannstr. 14-16, D-40210 Düsseldorf, Germany Phone: 49-211-356648 Fax: 49-211-363688 Interior decor and industrial materials sales and marketing 59 Technical Tie-ups with Foreign Companies Kliklok Corp. (Connecticut) Graphic Packaging Corporation (Connecticut) Optigraphics Corp. (Texas) Texas Instruments Incorporated (Texas) Scholle Corp. (Illinois) Golden Valley Microwave Foods, Inc. (Minnesota) Eastman Kodak Company (New York) Blue Ridge Paper Products, Inc. (Virginia) Avery Dennison Corporation (California) Weaver Popcorn Co., Inc. (Indiana) Polaroid Corporation (Massachusetts) Contra Vision Limited (London) M-Pak Ltd. (London) Mondex International Limited (London) Société Internationale Pour L’Innovation (Paris) CP8 Technology (Louveciennes, France) Michael Hörauf Maschinenfabrik GmbH (Donzdorf, Germany) Balzers Process Systems Gmbh (Alzenau, Germany) Koninklijke Philips Electronics N.V. (Eindhoven, Netherlands) Telstra Corp. Limited (Melbourne) KMK Lizence Ltd. (Port Luis, Mauritius) Choung Hsim Co., Ltd. (Taiwan) Allied Material Technology Corp. (Taiwan) Worlds Incorporated (Boston) AR 01.10.24 6:24 PM ページ 60 (As of March 31, 2001) INVESTOR INFORMATION Head Office Common Stock 1, Kanda Izumi-cho, Chiyoda-ku, Tokyo 101-0024, Japan Phone: (03) 3835-5741 Fax: (03) 3835-0674 Authorized—1,200,000,000 shares Outstanding—699,411,267 shares Stock Exchange Listings Tokyo, Osaka, and Luxembourg Established 1900 Tokyo Stock Exchange Code 7911 Number of Employees 32,163 Principal Shareholders Number of Percentage of total shares held (%) (thousands) Fiscal Year-End March 31 Nippon Life Insurance Company The Dai-ichi Mutual Life Insurance Company The Bank of Tokyo-Mitsubishi, Ltd. Japan Trustee Services Bank, Ltd. The Chase Manhattan Bank DB Equity Limited 615 The Sakura Bank, Limited Employee Stock Club State Street Bank and Trust Company The Mitsubishi Trust and Banking Corporation Ordinary General Meeting of Shareholders Held in June. Dates of Record for Shareholders Ordinary general meeting of shareholders, year-end dividends: March 31 Payment of interim dividends: September 30 Other dates announced as necessary. 29,458 29,329 27,428 19,390 19,033 18,561 17,561 13,783 12,858 11,727 4.21 4.19 3.92 2.77 2.72 2.65 2.51 1.97 1.84 1.68 Note: On April 1, 2001, The Sakura Bank, Limited, merged with The Sumitomo Bank, Limited, to form Sumitomo Mitsui Banking Corporation. As of March 31, 2001, Sumitomo Bank held 9,866 thousand shares (1.41%) of Toppan stock. Newspaper for Public Notice Nihon Keizai Shimbun Independent Public Accountants Asahi & Co (A Member Firm of Andersen Worldwide SC) Tokyo, Japan Transfer Agent of Common Stocks Handling Office The Mitsubishi Trust and Banking Corporation Corporate Agency Department 7-7, Nishi-Ikebukuro 1-chome, Toshima-ku, Tokyo 171-8508, Japan Phone: (03) 5391-1900 60 AR 01.10.24 6:24 PM ページ 61 Stock Price Range & Trading Volume (Tokyo Stock Exchange) (¥) 1,500 1,400 1,300 1,200 1,100 1,000 900 800 700 600 Nikkei Stock Average (right scale) Toppan Stock (left scale) Stock Ownership Profile By Type of Shareholder (¥) 20,000 19,000 18,000 17,000 16,000 15,000 14,000 13,000 12,000 11,000 10,000 Securities companies 0.42% (Thousand shares) 699,411,267 shares 50,000 40,000 Foreign companies 25.08% Financial institutions 41.29% Monthly Volume 30,000 Other companies 14.27% 20,000 10,000 Individual investors 18.94% 0 By Number of Shares Held Less than 1,000 shares 0.40% More than 1,000 shares 11.87% More than 10,000 shares 4.51% 699,411,267 shares More than 1,000,000 shares 66.47% More than 50,000 shares 2.05% More than 100,000 shares 14.70% Produced and printed in Japan by Toppan Printing Co., Ltd. Except for the cover, this annual report was printed on Toppan Green Paper Bagasse, 90% recycled paper and 10% bagasse. 61 C1-C4 01.10.24 6:51 PM ページ 1 http://www.toppan.co.jp/ TOPPAN 2001.10.! Printed in Japan