PART I
Item 1.
Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2.
Offer Statistics and Expected Timetable
Not applicable.
Item 3.
Key Information
A. Selected Financial Data.
The following selected consolidated financial data
have been derived from the audited consolidated financial statements of Ricoh prepared in accordance with U.S. generally accepted accounting principles as of each of the dates and for each of the periods indicated below. This information should be
read in conjunction with Ricohs audited consolidated financial statements as of March 31, 2012 and 2013, and for the years ended March 31, 2011, 2012 and 2013 that appear elsewhere in this annual report.
With respect to the selected consolidated financial data for the earliest year of the five-year period (2009), we omit such information
because we are not able to provide the restated financial data without unreasonable effort and expense.
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Millions of Yen except per share amounts and number of shares
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2010
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2011
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2012
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2013
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Income Statement Data:
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Net sales:
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¥
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2,015,811
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¥
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1,941,336
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¥
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1,903,477
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¥
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1,924,497
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Restructuring charges
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885
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30,169
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13,053
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Loss on impairment of goodwill
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27,491
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Loss on impairment of long-lived assets
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2,353
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765
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9,519
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1,379
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Operating income (loss)
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65,901
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58,071
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(18,068
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)
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63,464
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Income (loss) before income taxes and equity in earnings of affiliates
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57,082
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44,169
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(31,937
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)
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58,173
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Net income (loss) attributable to Ricoh Company, Ltd.
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27,044
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18,630
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(44,560
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)
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32,467
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Per American Depositary Share:
(1)
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Net income (loss) (basic)
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186.35
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128.40
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(307.10
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)
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223.90
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Net income (loss) (diluted)
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181.25
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125.75
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(307.10
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)
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-1-
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Millions of Yen except per share amounts and number of shares
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2010
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2011
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2012
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2013
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Balance Sheet Data:
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Total assets
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2,377,983
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2,255,564
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2,289,358
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2,360,697
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Total Ricoh Company, Ltd. shareholders equity
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969,358
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925,243
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822,704
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897,996
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Total equity
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1,019,891
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978,130
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879,018
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958,658
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Common stock
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135,364
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135,364
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135,364
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135,364
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Weighted average number of shares outstanding
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725,613,259
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725,554,477
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725,483,319
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725,062,802
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Cash dividends declared Per American Depositary Share:
(1), (2)
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Interim
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82.50
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82.50
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82.50
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62.50
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$
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(0.95
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)
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$
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(0.98
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$
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(1.06
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)
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$
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(0.76
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)
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Year-end
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82.50
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82.50
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42.50
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82.50
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$
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(0.92
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)
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$
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(1.03
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)
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$
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(0.53
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$
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(0.85
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)
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Cash and cash equivalents
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237,101
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172,221
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156,210
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117,051
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Capital investments
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66,886
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66,875
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73,271
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86,569
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Long-term indebtedness, excluding current installment
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514,719
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479,423
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525,435
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476,381
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Notes:
(1)
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Each American Depositary Share represents five shares of Ricoh Common Stock.
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(2)
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Cash dividends declared per American Depositary Share for any given fiscal year consist of interim dividends paid during the fiscal year and year-end dividends to be
paid after the fiscal year-end for such fiscal year, which are not equal to the dividends paid during such fiscal year, set forth under Per American Depositary Share, each representing 5 shares of common stock Cash dividends paid per
share in the Consolidated Statements of Operations appearing elsewhere in this annual report.
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In the
preceding table, cash dividends declared in U.S. Dollars are based on the exchange rates at each respective payment date or the latest practicable date, using the noon buying rates for cable transfer in Japanese Yen in New York City as certified for
customs purposes by the Federal Reserve Board.
The following table sets forth the exchange rates for the Japanese Yen and the
U.S. Dollar based on the noon buying rate for cable transfers in Japanese Yen in New York City as certified for customs purposes by the Federal Reserve Board during the previous six months and prior five fiscal years:
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December
2012
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January
2013
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February
2013
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March
2013
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April
2013
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May
2013
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High
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81.86
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86.92
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91.38
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93.32
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92.96
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97.28
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Low
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86.64
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91.28
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93.64
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96.16
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99.61
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103.52
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Year ended March 31,
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2009
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2010
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2011
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2012
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2013
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Year-end
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99.15
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93.40
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82.76
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82.41
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94.16
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Average*
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100.85
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92.49
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85.00
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78.86
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83.26
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High
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87.80
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86.12
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78.74
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75.72
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77.41
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Low
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110.48
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100.71
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94.68
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85.26
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99.16
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*
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The average Japanese Yen exchange rates represent average noon buying rate on the last business day of each month during the respective period.
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-2-
B. Capitalization and Indebtedness.
Not applicable.
C. Reasons for the Offer and Use of Proceeds.
Not applicable.
D. Risk
Factors.
Ricoh is a global manufacturer of office equipment and conducts business on a global scale. As such, Ricoh is exposed
to various risks which include the risks listed below. Although certain risks that may affect Ricohs businesses are listed in this section, this list is not exhaustive. Ricohs business may in the future also be affected by other risks
that are currently unknown or that are not currently considered significant or material. In addition, this section contains forward-looking statements that are subject to the Cautionary Statement With Respect to Forward-Looking
Statements appearing in this annual report.
Ricohs Success Will Depend on Its Ability to Respond to Rapid Technological
Changes in the Document Imaging and Management Industry
The document imaging and management industry includes products
such as copiers, printers, production printing products and digital duplicators. The technology used in this industry changes rapidly and products in this industry will often require frequent and timely product enhancements or have a short product
life cycle. Most of Ricohs products are a part of this industry and as such Ricohs success will depend on its ability to respond to such technological changes in the industry. To remain competitive in this industry, Ricoh invests a
significant amount of resources and capital every year in research and development activities. Despite this investment, the process of developing new products or technologies is inherently complex and uncertain and there are a number of risks that
Ricoh is subject to, including the following:
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No assurances can be made that Ricoh will successfully anticipate whether its products or technologies will satisfy its customers needs or gain
market acceptance;
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No assurances can be made that the introduction of more advanced products that also possess the capabilities of existing products will not adversely
affect the sales performance of each such product;
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No assurances can be made that Ricoh will be able to procure raw materials and parts necessary for new products or technologies from its suppliers at
competitive prices;
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-3-
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No assurances can be made that Ricoh will be able to successfully manage the distribution system for its new products to eliminate the risk of loss
resulting from a failure to take advantage of market opportunities;
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No assurances can be made that Ricoh will succeed in marketing any newly developed product or technology; and
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No assurances can be given that Ricoh will be able to respond adequately to changes in the industry.
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Ricohs failure to respond to any risks associated with this industry, including those described above, may reduce Ricohs
future growth and profitability and may adversely affect Ricohs financial results and condition.
In addition to the
above general risks, Ricoh is exposed to the following specific risks relating to the document imaging and management industry:
Digital Technology
Among the various technologies used in the document imaging and management industry, Ricoh believes the successful development of digital technology is one of the most essential factors in attaining a
competitive advantage. Ricoh currently is a leader in digital technology and believes that the importance of digital technology used in office equipment, including copiers, printers, production printing products and digital duplicators, will
continue to grow in the future. While most of PPCs sold by Ricoh are digital, Ricoh believes that the digital technology used in connection with digital copiers and other digital products will continue to develop and that competition with respect to
digital products will intensify. There is no assurance that Ricoh will continue to be in the forefront of digital technology despite its commitment to invest in research and development activities in this area. Failure of Ricoh to adequately develop
digital technology may adversely affect Ricohs financial results and condition.
Multi-Functional Equipment
Ricoh believes that the document imaging and management industry is moving towards a multi-functional office environment
where various office equipment (including copiers, facsimile machines, printers, scanners and personal computers) become more interdependent on each other due to the increasing use of digital technology and initiatives taken by many offices to
eventually become a paperless office. As a result, certain existing office equipment may either be consolidated into multi-functional equipment or may be linked together electronically to perform various office functions. Although Ricoh
already manufactures certain multi-functional equipment, as a result of this trend towards multi-functional equipment, some of Ricohs products may become obsolete while other products may require substantial product enhancements, requiring
technologies currently unavailable within Ricoh. No assurances can be made that Ricoh will be able to successfully adjust to such changes.
-4-
Ricoh Must Successfully Operate in Highly Competitive Markets
The document imaging and management industry, including the copier industry, is intensely competitive. Ricoh expects to face increased
competition in the various markets in which it operates. Currently, Ricohs competitors include other large manufacturers and distributors of office equipment. In addition, as digital and other new technology develops and as new office
equipment products using these newly developed technologies gain increased market acceptance, Ricoh may find itself competing with new competitors that develop such new technologies, including computer software and hardware manufacturers and
distributors. Accordingly, it is possible that new competitors or alliances among existing and new competitors may emerge and rapidly acquire significant market share. While Ricoh believes it is a leading manufacturer and distributor in the document
imaging and management industry and it intends to maintain its position, no assurances can be made that it will continue to compete effectively in the future. Pricing pressures or loss of potential customers resulting from Ricohs failure to
compete effectively may adversely affect Ricohs financial results and condition.
Ricoh Is Subject to the Risks of International
Operations and the Risks of Overseas Expansion
A substantial portion of Ricohs manufacturing and marketing activity
is conducted outside of Japan, including in the United States, Europe, and in developing and emerging markets such as China. There are a number of risks inherent in doing business in such overseas markets, including the following:
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unfavorable political or economical factors;
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fluctuations in foreign currency exchange rates;
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potentially adverse tax consequences;
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unexpected legal or regulatory changes;
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lack of sufficient protection for intellectual property rights;
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difficulties in recruiting and retaining personnel, and managing international operations; and
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less developed infrastructure.
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Ricohs inability to manage successfully the risks inherent in its international activities could adversely affect its business, financial condition and operating results. In addition, while Ricoh
plans to continue to expand its business worldwide and increase overseas sales, because of the risks associated with conducting an international operation (including the risks listed above), there can be no assurances that Ricohs overseas
expansion will be successful or have a positive effect on Ricohs financial results and condition.
Economic Trends in
Ricoh
s Major Markets May Adversely Affect Ricohs Sales
Demand for Ricohs products is affected by
cyclical changes in the economies of Ricohs major markets, including Japan, the United States and Europe. Economic downturns and declines in consumption in Ricohs major markets may adversely affect Ricohs financial results and
condition.
Foreign Exchange Fluctuations Affect Ricohs Results
Local currency-denominated financial results in each of the Companys subsidiaries around the world are translated into Japanese Yen
by applying the average market rate during each financial period and recorded on Ricohs consolidated statements of operations. Local currency-denominated assets and liabilities are translated into Japanese Yen by applying the market rate at
the end of each financial period and recorded on Ricohs consolidated balance sheets. Accordingly, the financial results, assets and liabilities are subject to foreign exchange fluctuations.
-5-
In addition, operating profits and losses are highly sensitive to the fluctuations in the
value of the Japanese Yen because the high volume of Ricohs production and sales activities in the Americas, Europe and Other, such as China, results in a large proportion of revenues and costs denominated in local currencies. Although Ricoh
engages in hedging transactions such as forward contracts with several financial institutions having credit ratings satisfactory to Ricoh to minimize the negative effects of short-term fluctuations in foreign exchange rates among major currencies
such as the U.S. Dollar, the Euro and Japanese Yen, mid-to-long-term volatile changes in the exchange rate levels make it difficult for Ricoh to execute planned procurement, production, logistics, and sales activities and may adversely affect
Ricohs financial results and condition.
Crude Oil Price Fluctuations Affect Ricohs Results
Many of the parts or materials used in manufacturing Ricohs products are made from oil. If the price of crude oil rises, the
purchase price of such product parts or materials may increase as well. Furthermore, a rise in the price of crude oil may lead to an increase in shipping and handling costs due in part to a rise in the cost of fuel and the cost of utilities. Ricoh
may not be able to pass these incremental costs onto the sales price of its products. Such fluctuations in crude oil prices may therefore adversely affect Ricohs financial position and results of operations.
Ricoh Is Subject to Government Regulation That Can Limit Its Activities or Increase Its Cost of Operations
Ricoh is subject to various governmental regulations and approval procedures in the countries in which it operates. For example, Ricoh may
be required to obtain approvals for its business and investment plans, be subject to export regulations and tariffs, as well as rules and regulations relating to commerce, antitrust, patent, consumer and business taxation, exchange control, and
environmental and recycling laws. Ricoh has established a Corporate Social Responsibility Office to heighten awareness of the importance of corporate social responsibility. Through this office, Ricoh involves its employees in various activities
designed to ensure compliance with applicable regulations as part of its overall risk management and compliance program. However, if Ricoh is unable to comply with any of these regulations or fails to obtain the requisite approvals, Ricohs
activities in such countries may be restricted. In addition, even if Ricoh is able to comply with these regulations, compliance can result in increased costs. In either event, Ricohs financial results and condition may be adversely affected.
Ricoh Is Subject to Internal Control Evaluations and Attestation Over Financial Reporting under the Sarbanes-Oxley Act of 2002 of the
United States and the Financial Instruments and Exchange Act of Japan
The United States Securities and Exchange Commission
(the SEC), as required by Section 404 of the Sarbanes-Oxley Act of 2002 of the United States, adopted rules requiring every company that files reports with the SEC to include a management report on such companys internal
control over financial reporting in its annual report. In addition, the companys independent registered public accounting firm must publicly attest to the effectiveness of the companys internal control over financial reporting.
Furthermore, the Financial Instruments and Exchange Act of Japan requires Japanese companies whose shares are listed on the Japanese stock exchanges to submit a report which evaluates internal control over financial reporting to the commissioner of
the financial bureau of Japan. Ongoing compliance with these requirements is complex, costly and time-consuming. If Ricoh were to fail to maintain effective internal control over financial reporting, Ricohs management were to fail to assess on
a timely basis the adequacy of such internal control, or Ricohs independent registered public accounting firm were to fail to attest on a timely basis to the effectiveness of such internal control or issue a qualified opinion, Ricoh could be
subject to regulatory sanctions or could face adverse reactions in the financial markets due to loss of investor confidence.
-6-
Ricohs Business Depends on Protecting Its Intellectual Property Rights
Ricoh owns or licenses a number of intellectual property rights in the field of office equipment automation and, when Ricoh believes it is
necessary or desirable, obtains additional licenses for the use of other parties intellectual property rights. If Ricoh fails to protect, maintain or obtain such rights, its performance and ability to compete may be adversely affected. Ricoh
has a program in place under which company employees are compensated for any valuable intellectual property rights arising out of any inventions developed by them during the course of their employment with Ricoh. While unlikely, management believes
that there could arise instances in the future where Ricoh may become the subject of legal actions or proceedings where claims alleging inadequate compensation are asserted by company employees.
Ricoh Is Dependent on Securing and Retaining Specially Skilled Personnel
Ricoh believes that it can continue to remain competitive by securing and retaining additional personnel who are highly skilled in the fields of management and information technology. However, the number
of skilled personnel is limited and the competition for attracting and retaining such personnel is intense, particularly in the information technology industry. Securing and retaining skilled personnel in the information technology industry is
especially important for Ricoh to compete effectively with its competitors as expectations and market standards for office equipment become more technologically advanced. Ricoh cannot assure that it will be able to successfully secure and retain
additional skilled personnel.
Ricoh May Be Adversely Affected by Its Employee Benefit Obligations
With respect to its employee benefit obligations and plan assets, Ricoh accrues the cost of such benefits based on applicable accounting
policies and funds such benefits in accordance with governmental regulations. Currently, there is no immediate and significant funding requirement; however, if returns from investment assets continue to decrease and/or turn to be negative due to
market conditions, such as the fluctuations in the stock or bond markets, additional funding and accruals may be required. Such additional funding and accruals may adversely affect Ricohs financial position and results of operations.
-7-
Ricohs Operations Are Subject to Environmental Laws and Regulations
Ricohs operations are subject to many environmental laws and regulations governing, among other things, air emissions, wastewater
discharges, the use and handling of hazardous substances, waste disposal, product recycling, and soil and ground-water contamination. Ricoh faces risks of environmental liability in our current and historical manufacturing activities. Costs
associated with future additional environmental compliance or remediation obligations could adversely affect Ricohs business, operating results, and financial condition.
Risks Associated with Ricohs Equipment Financing Business May Adversely Affect Ricohs Financial Condition
Ricoh provides financing to some of its customers in connection with its equipment sales and leases. Ricoh evaluates the creditworthiness and the amount of credit extended to a customer prior to the
financing arrangement and during the financing term on a regular basis. Depending on such evaluations, Ricoh makes adjustments to such extensions of credit as it deems necessary to minimize any potential risks of concentrating credit risk or
non-payment of credit. Despite the application of these monitoring procedures, no assurances can be made that Ricoh will be able to fully collect on such extensions of credit due to unforeseeable defaults by its customers.
In addition, these financing arrangements that Ricoh enters into with its customers result in long-term receivables bearing a fixed rate
of interest. However, Ricoh finances these financing arrangements primarily with short-term borrowings subject to a variable interest rate. Although Ricoh engages in hedging activities, Ricoh is not able to fully hedge this interest rate mismatch.
If Ricoh is unable to successfully manage these risks associated with its equipment financing business, Ricohs
financial results and condition may be adversely affected.
Ricoh May Be Subject to Product Liability Claims that Could Significantly
Affect Its Financial Condition
Ricoh may be held responsible for any defects that occur with respect to its products and
services. Based on the defect, Ricoh may be liable for significant damages, which may adversely affect its financial results and condition. Furthermore, as Ricoh increasingly provides products and services utilizing sophisticated and complex
technologies, such defects may occur more frequently. Such potential increase in defects, which could result in an increase in Ricohs liability, may adversely affect its financial results and condition.
In addition, negative publicity concerning these defects could make it more difficult for Ricoh to attract and maintain customers to
purchase Ricoh products and services. As a result, Ricohs financial results and condition may be adversely affected.
Ricohs
Performance Can Be Affected by Alliance with, and Strategic Investments in, Other Entities
Ricoh engages in alliances with
other entities to create various products and services to fulfill customer demands. Ricoh believes that an alliance is an effective method for timely development of new technology and products using management resources of both parties. However, if
Ricohs interest differs from other parties interests due to financial or other reasons, Ricoh may be unable to maintain the alliance. Ricoh also makes strategic investments to acquire interests in companies that Ricoh believes would
support existing businesses and/or lead to new businesses. Such strategic investments may not necessarily lead to the expected outcome or performance and may result in increased time and expenses being incurred due to the integration of businesses,
technologies, products and/or personnel necessitated by such investments. Accordingly, these types of management decisions may have a significant impact on the future performance of Ricoh. Failure to maintain an on-going alliance, establish a
necessary alliance or make a strategic investment to acquire an interest in a company may adversely affect Ricohs future financial position and results of operations.
-8-
Inadvertent or Accidental Leakage or Disclosure of Confidential or Sensitive Information May Adversely
Affect Ricohs Operations
Ricoh obtains confidential or sensitive information from various sources, including its
customers, in the ordinary course of its business. Ricoh also holds trade secrets regarding its technologies and other confidential or sensitive information relating to marketing. To prevent unauthorized access and/or fraudulent leakage or
disclosure of such confidential or sensitive information, Ricoh has implemented an internal management system, which includes measures to improve security and access to its internal database, as well as employee training programs to educate its
employees with respect to compliance with applicable regulations relating to information security and data access. Despite Ricohs efforts, however, confidential or sensitive information may be inadvertently or accidentally leaked or disclosed
and any such leakage or disclosure may result in Ricoh incurring damages, which may adversely affect Ricohs reputation. In addition, Ricoh may incur significant expenses for defending any lawsuits that may arise from such claims. Furthermore,
the leakage or disclosure of Ricohs confidential or sensitive marketing and technological information to a third party may adversely affect Ricohs financial results and condition.
Ricoh May Suffer Loss as a Result of Catastrophic Disaster, Information Technology Problems or Infectious Diseases
Several of Ricohs manufacturing facilities in Japan could be subject to a catastrophic loss caused by earthquakes as such facilities are located in areas with above average seismic activity. If any
of these facilities were to experience a catastrophic loss, Ricoh could experience disruptions in its operations and delays in its production and shipments. If such occurred, Ricoh would likely record a decrease in revenue, and require large
expenditures to repair or replace the damaged facility, which is likely to affect Ricohs financial position and results of operations.
As Ricoh becomes increasingly dependent on information technology, software and hardware defects, computer viruses, as well as internal database problems (e.g., falsifications or disappearance of
information relating to our customers) pose a greater risk to its operations. Although Ricoh has taken various precautionary measures, such as installing firewalls and anti-virus software to detect and eliminate computer viruses, Ricoh may not be
able to completely prevent or mitigate the effects of such problems, which may affect Ricohs performance.
-9-
In addition, the Ricoh is continually expanding its worldwide operations to set in place a
global supply chain of its products and services so that we can satisfy our local customer needs faster, more effectively and on a regular basis. As Ricoh expands its operations worldwide, additional risks, such as infectious diseases (e.g., a new
strain of influenza) and epidemics, may adversely affect Ricohs operations and financial positions.
Shortage of Electric Power
Supply in Japan May Affect Ricoh
s Production
Most of nuclear reactors in Japan have been stopped for
inspection since the Great East Japan Earthquake, which caused the availability of electric power supply in Japan to be unpredictable. Such uncertainty of electric power supply may affect Ricohs production activity or cost of production.
-10-
Item 4.
Information on the Company
A. History and Development of the Company
The Company was incorporated as a joint stock corporation (
kabushiki kaisha
) on February 6, 1936 in accordance with Japanese law under the name Riken
Kankoshi Co., Ltd. as a manufacturer and distributor of sensitized paper for use in copiers. Since its incorporation, Ricoh has expanded its business into related businesses in the office equipment field. It now manufactures and markets copiers
(such as PPCs), MFPs, laser printers, GELJET printers, production printing products, digital duplicators, facsimile machines, personal computers and servers, network related software and other equipment, including semiconductors and cameras. More
recently, Ricoh has further expanded its businesses to manufacture and sell products such as projectors, video conference systems, thermal rewritable products and interactive digital whiteboard solutions.
Historical Highlights
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February 1936
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Riken Kankoshi Co., Ltd. is formed in Kita-kyushu to manufacture and market sensitized paper.
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March 1938
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The Companys name is changed to Riken Optical Co., Ltd., and starts manufacturing and selling optical devices and equipment.
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May 1949
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The Company lists its securities on the Tokyo and Osaka Stock Exchanges.
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April 1954
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The Company establishes an optical device and equipment plant in Ohmori, Ohta-ku, Tokyo (now known as the Ohmori plant).
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May 1955
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The Company begins manufacturing and selling desktop copiers.
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May 1961
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The Company establishes a sensitized paper plant in Ikeda, Osaka (now known as the Ikeda plant).
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October 1961
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The Company lists its securities on the First Section of each of the Tokyo and Osaka Stock Exchanges.
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June 1962
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The Company starts operations of a paper plant in Numazu, Shizuoka, which featured a fully-integrated sensitized paper production system (now known as the Numazu
plant).
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December 1962
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The Company establishes Ricoh of America, Inc. (a subsidiary, later known as Ricoh Corporation and now known as Ricoh Americas Corporation).
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April 1963
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The Company changes its corporate name to Ricoh Company, Ltd.
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July 1967
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The Company establishes Tohoku Ricoh Co., Ltd. in Shibata-gun, Miyagi.
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May 1971
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The Company completes its manufacturing facility in Atsugi, Kanagawa (now known as the Atsugi plant), to which it transfers some of its office equipment production from the
Ohmori plant.
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June 1971
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The Company establishes Ricoh Nederland B.V. (a subsidiary, later known as Ricoh Europe B.V. and now known as Ricoh Europe Holdings B.V.) in the Netherlands.
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January 1973
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The Company establishes Ricoh Electronics, Inc. (a subsidiary) in the United States.
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-11-
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December 1976
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The Company forms Ricoh Credit Co., Ltd. (a subsidiary, now known as Ricoh Leasing Co., Ltd.).
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March 1977
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The Company relocates its headquarters to Minato-ku, Tokyo.
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December 1978
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The Company establishes Ricoh Business Machines, Ltd. (a subsidiary, now known as Ricoh Hong Kong Ltd.).
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March 1981
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The Company builds the Ricoh Electronics Development Center at the Ikeda plant to develop and manufacture electronic devices.
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October 1981
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The Company lists its securities on the Paris Stock Exchange (now known as Euronext Paris).
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May 1982
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The Company establishes sensitized paper production facilities in Sakai, Fukui (now known as the Fukui plant), which takes over some of the sensitized paper production from the
Osaka plant (now known as the Ikeda plant).
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December 1983
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The Company establishes Ricoh UK Products Ltd. (a subsidiary).
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October 1985
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The Company builds a copier manufacturing plant in Gotenba, Shizuoka.
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April 1986
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The Company opens a research and development (R&D) facility in Yokohama, Kanagawa (now known as the Ricoh Research and Development Center) in commemoration of the
Companys 50
th
anniversary, to which it transfers
some of its R&D operations from the Ohmori plant.
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April 1987
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The Company establishes Ricoh Industrie France S.A. (a subsidiary, now known as Ricoh Industrie France S.A.S.).
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April 1989
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The Company sets up an electronic devices facility in Yashiro-cho, Kato-gun, Hyogo (now known as the Yashiro plant).
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January 1991
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The Company establishes Ricoh Asia Industry (Shenzhen) Ltd. (a subsidiary) in China.
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March 1995
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Ricoh Corporation acquires Savin Corporation, an American office equipment sales company.
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September 1995
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The Company acquires Gestetner Holdings PLC (now known as Ricoh Europe PLC), a British office equipment sales company.
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January 1996
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Ricoh Leasing Co., Ltd. lists its securities on the Second Section of the Tokyo Stock Exchange (currently listed on the First Section of the Tokyo Stock
Exchange).
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December 1996
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The Company establishes Ricoh Asia Pacific Pte Ltd (a subsidiary) in Singapore.
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March 1997
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The Company establishes Ricoh Silicon Valley, Inc. (a subsidiary, now known as Ricoh Innovations Corporation) in the United States.
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August 1999
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Ricoh Hong Kong Ltd. acquires Inchcape NRG Ltd., a Hong Kong-based office equipment sales company.
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January 2001
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Ricoh Corporation acquires Lanier Worldwide, Inc., an American office equipment sales company.
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October 2002
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The Company establishes Ricoh China Co., Ltd. (a subsidiary).
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-12-
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April 2003
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Tohoku Ricoh Co., Ltd. becomes a wholly-owned subsidiary of the Company.
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October 2004
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The Company acquires Hitachi Printing Solutions, Ltd. in Japan.
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August 2005
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The Company opens Ricoh Technology Center in Ebina, Kanagawa to integrate its domestic development facilities and offices.
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November 2005
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The Company relocates its headquarters to Chuo-ku, Tokyo.
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January 2007
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Ricoh Europe B.V. acquires the European operations of Danka Business Systems PLC.
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June 2007
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InfoPrint Solutions Company, LLC (now known as Ricoh Production Print Solutions, LLC), a joint venture company of Ricoh and International Business Machines Corporation
(IBM), commences its operations.
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May 2008
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The Company establishes Ricoh Manufacturing (Thailand) Ltd. (a subsidiary) in Thailand.
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August 2008
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Ricoh Elemex Corporation becomes a wholly-owned subsidiary of the Company.
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October 2008
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Ricoh Americas Corporation acquires all of the outstanding shares of IKON Office Solutions, Inc. (IKON, now known as Ricoh USA, Inc.), an American office equipment
sales and service company.
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July 2010
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Seven domestic sales subsidiaries and the marketing group of the Company are merged into one domestic sales subsidiary named Ricoh Japan Corporation.
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August 2010
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The Company completes the construction of a new building that expands the Ricoh Technology Center, which is located in Ebina, Kanagawa.
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October 2011
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The Company acquires the PENTAX imaging systems business from HOYA Corporation (now known as Pentax Ricoh Imaging Co., Ltd.).
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April 2013
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The Company transfers part of its engineering functions and operations previously performed by the Company and its manufacturing subsidiaries in Japan to Ricoh Technologies
Company, Ltd.
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April 2013
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The Company transfers part of its production functions and operations previously performed by the Company and its manufacturing subsidiaries in Japan to Ricoh Industry Company,
Ltd.
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-13-
The Companys registered head office and executive office are as follows:
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Address
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Telephone number
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Registered head office
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3-6, Naka Magome 1-chome, Ohta-ku, Tokyo 143-8555, Japan
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+81-3-3777-8111
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Executive office
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13-1, Ginza 8-chome, Chuo-ku, Tokyo 104-8222, Japan
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+81-3-6278-2111
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Principal Capital Investments
Ricohs capital investments for fiscal years 2011, 2012 and 2013 were ¥66.8 billion, ¥73.2 billion and ¥86.5 billion,
respectively. Ricoh directed a significant portion of its capital investments for fiscal years 2011, 2012 and 2013 towards digital and networking equipment, such as digital PPCs/MFPs, laser printers and production printing products, and
manufacturing facilities to maintain or enhance its competitiveness in the industry. For fiscal year 2013, Ricohs capital investments included ¥9.0 billion for purchasing mold casts used in the manufacturing of MFPs, production printing
equipment and printers, ¥5.3 billion to increase the production capacity of a plant that manufactures polymerized PxP toner in Japan and ¥4.7 billion to upgrade the facilities for manufacturing its thermal media products. By geographic
areas, for fiscal year 2013, Ricoh made capital investments in Japan, the Americas, Europe, Middle East and Africa, and Other in the amounts of ¥51.4 billion, ¥17.7 billion, ¥11.0 billion and ¥6.3 billion, respectively.
Ricoh projects that for fiscal year 2014, its capital investments will amount to approximately ¥89.0 billion, which will principally
be used for investments in manufacturing facilities of digital and networking equipment with new engines, toners, semiconductors and thermal media. It is expected that Ricohs capital investments in Japan, the Americas, Europe, Middle East and
Africa, and Other will be in the amount of approximately ¥50.5 billion, ¥20.1 billion, ¥14.3 billion and ¥4.1 billion, respectively, for fiscal year 2014. These capital investments are expected to be financed with internally
generated funds and/or borrowings from third parties.
B. Business Overview
Ricoh is a leading manufacturer of office automation equipment. Ricohs principal products include copiers (such as PPCs), printers
(such as MFPs, laser printers and GELJET printers), production printing products, digital duplicators and facsimile machines. Ricoh is also a prominent manufacturer of digital and advanced electronic devices such as semiconductor devices. In recent
years, Ricoh has been rapidly building a solid presence globally as a comprehensive document solutions provider that helps its customers streamline their businesses and decrease operating costs. More specifically, Ricoh supports its office and
production printing equipment businesses by offering customers various solution systems that work with personal computers and servers, network systems, application software and related product support and after-sales services to assist
customers in fully utilizing the Ricoh products that they purchase. Ricohs product support services include assisting customers in setting up their information technology environment or network. Ricoh also offers various supplies and
peripheral products to be used with its products and systems. More recently, Ricoh has further expanded its businesses to manufacture and sell products such as projectors, video conference systems, thermal rewritable products and interactive digital
whiteboard solutions.
-14-
PRODUCTS
Ricohs operating segments consist of Imaging & Solutions, Industrial Products and Other.
Ricohs management analyzes its business operations and performance based on these segments.
The following table sets forth Ricohs sales by products for fiscal years 2011, 2012 and 2013.
SALES BY PRODUCT
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Millions of Yen (except for
percentages)
For the Year Ended March 31,
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2011
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2012
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2013
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Imaging & Solutions
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|
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Office Imaging
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¥
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1,381,175
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71.2
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%
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¥
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1,323,263
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|
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69.5
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%
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¥
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1,329,608
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69.1
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%
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Production Printing
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150,044
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7.7
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148,564
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7.8
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147,040
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7.6
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Network System Solutions
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181,411
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9.3
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199,273
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10.5
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208,743
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10.8
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Industrial Products
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107,032
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5.5
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98,052
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5.2
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93,094
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4.8
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Other
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121,674
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6.3
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|
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134,325
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|
|
|
7.0
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|
|
|
146,012
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|
|
|
7.7
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|
Total
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|
¥
|
1,941,336
|
|
|
|
100.0
|
%
|
|
¥
|
1,903,477
|
|
|
|
100.0
|
%
|
|
¥
|
1,924,497
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
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Note:
(1)
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The above consolidated financial data set forth net sales to external customers by product.
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(2)
|
The product categories in Imaging & Solutions were reclassified into Office Imaging, Production Printing and Network System Solutions in fiscal year 2013 from
the previous product categories of Imaging Solutions and Network System Solutions. In addition, certain products were reclassified into the Network System Solutions product category in Imaging & Solutions and Industrial Products from Other
in fiscal year 2013. Figures for the prior fiscal years set forth in the above table have been reclassified to reflect such changes.
|
Imaging & Solutions
This segment consists of products that
are widely used in the office and production printing environments and are categorized as follows:
(1) Office Imaging
For fiscal year 2013, the Office Imaging product category accounted for 69.1% of Ricohs net sales.
The Office Imaging product category includes monochrome and color digital PPCs/MFPs, laser printers, GELJET printers, digital
duplicators, projectors, video conference systems, facsimiles, scanners, related parts and supplies, services, support and software.
-15-
Ricoh continues to be a global leader in PPCs/MFPs and has been a pioneer in the development
of digital machines. Ricoh manufactures a wide range of PPCs/MFPs with a variety of copying speeds and functions to simplify printing, copying, scanning and distribution tasks. Ricoh continues to strengthen its digital PPC/MFP product lineup with
new product offerings that range from low-end models (regular print speed models for low volume copying or printing) to high-end models (high print speed models for large volume copying or printing). PPCs/MFPs use a drum or other medium coated with
a photo conductive material on which an image of the original document is projected optically and developed by applying a dry powder-based toner. The application of this printing process enables higher picture quality and is environmentally
friendly. Ricohs PPCs/MFPs are designed to provide information technology support for all types of office environments by delivering enhanced basic features (i.e., reduction, enlargements), simpler operation, reduced paper consumption through
electronic storage, and better connectivity with document distribution and storage systems. Ricoh also manufactures a wide range of laser printers that print in monochrome or color and in a variety of print speeds, are able to connect to a network
and are multifunctional in that they have scanning, faxing and copying capabilities as well as advanced finishing capabilities. GELJET printers utilize GELJET technology developed by Ricoh, which enables ultra-fine particle pigment
dispersion to produce higher image qualities. All GELJET printers are color printers. Digital duplicators are economical versions of production printing products, although the print speed per minute is not as high as production printing products.
Digital duplicators are tailored toward customers who may need large numbers of prints quickly but do not wish to invest in production printing products. Ricohs digital duplicators offer a variety of features and publishing conveniences,
including color capabilities and computer connectivity.
In response to customer demand, Ricoh continues to be focused in
recent years on designing a wide-range of products that enhance productivity, have improved security features, and are user and environmentally friendly.
For example, during fiscal year 2013, Ricoh released the MP 9002/7502/6002/6002GP series as part of its monochrome MFP product lineup. These products are manufactured using electric furnace steel sheets
that are made of 100% steel scrap. The use of scrap materials has reduced the consumption of new resources in Ricohs office equipment. In addition, during fiscal year 2013, Ricoh introduced a full line-up of reconditioned multifunction
products, which are comprised of the MP C4000RC SRF/MP C2800RC SRF for color printing and the MP 7501RC/6001RC/5000RC/4000RC/3350RC/2550RC series for monochrome printing. These products are manufactured using mainly reusable parts and have
contributed to the reduction of CO2 levels during the manufacturing process.
With respect to printers, Ricoh introduced a
complete new lineup of products, which are the SP C831/C831M/C830/C731/C731M/C730/C730M/C730L for color printers and the SP 8300/8300M for monochrome printers. These products are equipped with a user friendly 4.3 inch full color LCD touch panel,
which improved visibility and operability. Furthermore, by enabling a connection to the cloud environment, features on these printers, such as printing from mobile devices, have become easier to use. Ricoh also introduced GELJET SG 7100 printer and
the multi-function GELJET SG 3100SF printer during fiscal year 2013, both of which are compact models. These models combine high-quality color images, fast print speeds and double-sided printing capabilities of a laser printer while using inkjet
technology. Its fast-drying, waterproof viscous inks allow users to reduce full-color printing and copying costs without compromising quality.
The market for projectors is experiencing greater competition as demand increases and technological advancements are made. Ricoh believes that its extensive knowledge in optical system technologies and
processing techniques, which it uses in its existing businesses and has acquired over the years, as well as new R&D activity for projectors that it is undertaking will enable it to introduce innovative products that will meet customer demands.
During fiscal year 2013, Ricoh developed and introduced six new projection systems (twelve models), including the desk edge / short throw projectors PJ WX3340N and PJ WX4240N.
-16-
With respect to video conference systems, faster and inexpensive IP networks are enabling
seamless interaction between diverse forms of information and using various communication methods and devices. The unified communication systems (UCS) business, which is a business that integrates video, voice and various other forms of
information to achieve efficient communication, offers solutions in line with this communication evolution, and serves to enhance the efficiency and improve the productivity of customers business while saving costs. In light of such
environment, Ricoh has entered into the UCS business. Ricoh offers systems and cloud services which unify various data such as video, voice, documents, text and handwritten input, thereby enabling communication anytime, anywhere, with
anyone.
In addition, in Japan as well as the overseas market, Ricoh continues to expand its managed document services
(MDS). Historically, Ricoh has grown its business by inventing and selling new products. While Ricoh remains committed to providing innovative hardware and software products, Ricoh believes that its MDS can provide customers added-values
and has been expanding the scope of such services since its acquisition of IKON in fiscal year 2009. The objective of Ricohs MDS is to provide customers with a competitive advantage over its competitors, decrease costs, improve efficiencies
and strengthen data security protection.
Ricoh believes that customers needs are changing and its MDS business is able
to address such changing needs. Unlike before, customers appear to be less willing to pay for hardware and software which they must manage and optimize themselves. Rather, customers appear to be seeking a consultative partner that provides not only
innovative products but also solutions that enable customers to pay only for what they actually use, which may change quickly based on changes in their business environment and the markets they serve. Based on Ricohs experience, customers also
appear to be looking to outsource non-core business functions to third-party partners who are willing to invest, collaborate and work with them.
More specifically, Ricohs MDS is a global service that helps customers improve their document workflow and office processes, manages and optimizes customers information, increases productivity
and reduces total cost of ownership (TCO). Ricohs MDS is provided to customers in the following five phases:
Phase I (Understand Understanding the state of the customers environment): In this phase, Ricoh works with customers and
conducts a detailed assessment of the state of the customers document output environment. Ricohs dedicated team of analysts performs this assessment and provides the customer with an analysis of the customers environment, including
limitations to its environment and associated costs.
Phase II (Improve Presenting a design proposal that focuses on
the customers goals): Using the assessment from Phase I, Ricohs experts (including a team of analysts, system engineers, consultants and technology specialists) develop and provide recommendations to achieve the customers
objectives in this phase. Such objectives may include enhancing efficiency, increasing productivity, and deriving measurable and sustained cost savings.
-17-
Phase III (Transform Transforming the customers environment): In this phase,
Ricoh provides a clear roadmap that shows how the customer can transition from the current state to the desired future state, and offers the services of experts who can ensure that the transition to a new environment is accomplished efficiently,
with minimum impact on the customers business, and the objectives of the change can be realized quickly.
Phase IV
(Govern Governing the new environment for continuous improvement): In this phase, Ricoh provides onsite services to generate cost savings, fleet productivity and workflow improvements. Ricoh strives to deliver measurable and sustained
improvements that differentiate Ricohs MDS from other print solutions and ensure measurable cost containment, reduced IT efforts and enhanced end-user satisfaction.
Phase V (Optimize Optimize the new environment): In this last phase, Ricoh provides services that transform the customers workflow and enables customers to deliver information at the
appropriate time and format, while at the same time saving costs for such action. In providing this service, Ricoh offers the services of its experts without adding to the customers headcount and without having customers relinquishing control
over their own information infrastructure. Ricohs experts will work as an extension of the customers staff, applying the requisite expertise as needed.
(2) Production Printing
For fiscal year 2013, the Production Printing product
category accounted for 7.6% of Ricohs net sales. Production printing products are high-speed laser printers designed to be used as a central printing device to satisfy customers needs to print-on-demand and print large volumes. Products
in this product category include cut sheet printer, continuous feed printer, related parts and supplies, services, support and software.
The recent expansion of new communication tools such as web portals and tablets has triggered a transfer of information from printed media such as magazines to electronic media, and this is gradually
beginning to have an impact on the commercial printing market, a market that is mostly dependent on offset printing methods. On the other hand, innovation (high speed, high definition and high reliability) in printing technologies (primarily laser
and inkjet technologies) has made it possible to print in limited quantities on an as-needed basis, even in small lots, thereby decreasing costs. It has also become possible for Ricohs production printing products to adapt to a wide variety of
highly attractive ideas for printing, thereby meeting the diverse needs of customers who require printing services. In the commercial printing sector, therefore, in addition to conventional offset printing, Ricoh offers customers a wider variety of
services such as print-on-demand (POD), variable printing and web-to-print. It is now also possible for companies to produce a variety of printed materials in-house that previously were not possible to produce, all at a higher speed and lower cost.
For these reasons, the demand for production printing has been increasing in the printing market.
During fiscal year 2012,
Ricoh developed and introduced the RICOH Pro C751EX/C651EX for its production printing customers. The RICOH Pro C751EX/C651EX is a color laser printer with a high print speed of 75/65 pages per minute for both monochrome and color printing on
A4-sized paper. In addition, these laser printers (1) can produce high quality images with a print resolution of 1,200 dpi x 4,800 dpi by using technology unique to Ricoh and its oil-free polymerized PxP toners, (2) can maintain high
productivity by functioning stably for long hours with optional parts that replace paper and toner bottles without interruptions, and supply a maximum of 7,700 sheets of paper, (3) are highly versatile machines being capable of printing on
different weighted paper that ranges from 52.3g to 300g/m2 and different sized paper ranging from postcard-sized paper to paper measuring 13 x 19.2 inches, (4) offer a variety of finishing options, including an in-line paper booklet maker and
trimmer which can assist customers automate their printing jobs, and (5) have large LCD color display operating panels enabling easy and comfortable operation by customers.
-18-
(3) Network System Solutions
For fiscal year 2013, the Network System Solutions product category accounted for 10.8% of Ricohs net sales. The primary function of products in this category is to assist customers in establishing
a networked environment and provide customized printing solutions that satisfy customers individual needs. The principal products in the Network System Solutions product category include personal computers and servers, network systems,
application software, and related services and support such as document outsourcing services.
Ricoh is focused on providing
solutions to customers to optimize their office environment. The solutions products that Ricoh offers in this product category are generally comprised of three key components: (1) hardware, (2) software and (3) support and services.
By identifying and utilizing the most appropriate hardware and software to address customers needs, and supplementing such products with a comprehensive support and service team (such as a 24-hour IT monitoring center, and an expert team of
hardware and software engineers), Ricoh strives to assist its customers in creating a working environment that is more efficient.
Industrial Products
The Industrial Products operating segment consists of products that are used in the industrial sector. For fiscal year 2013, this segment accounted for 4.8% of Ricohs net sales. Principal products
in this segment include thermal media, optical equipment, semiconductor devices, electronic components and rewritable printing technology.
Through technological enhancements in its thermal media business, Ricoh has been able to expand its business from the production of thermal paper for use in facsimiles to a variety of business areas,
including the production of POS sheets, logistics management sheets (such as dispatch labels), reward cards, identification cards, medical films, food labels, industrial use labels, amusement tags and tickets, pharmaceutical labels and thermal
rewritable films that utilize thermo-chromic printing technology that can be used to erase and update text and graphics up to 500 times. Ricoh is continuing to take steps to increase its presence in this business, especially in the emerging markets.
In order to gain a foothold in these markets, Ricoh has established a subsidiary in India.
Ricohs optical equipment
business utilizes technology originally developed by Ricoh for its copiers and cameras. This business supplies optical equipment and optical supply parts, such as lens units, to third parties.
Ricoh also manufactures various types of semiconductor devices. Such devices include application-specific integrated circuits
(ASICs) and application-specific standard products (ASSPs) that are often used in digital copiers, printers, personal computers, PC card, cellular phones and other digital appliances.
-19-
The electronic components business consists of components supplied to Ricohs
manufacturing plants in connection with the production of its own products, such as copiers and printers, as well as components supplied to third parties.
Ricohs rewritable printing technology enables printed images to be rewritten multiple times by using a technology that controls coloring and discoloring reactions on thermal media. Application of
this technology to rewritable cards and rewritable papers is set to expand. Rewritable printing technology was first practically applied in loyalty cards, patient registration cards, commuter passes, and other rewritable cards. Now, the convenience
of these cards has greatly increased in light of the ability to view digital information recorded on the magnetic recording strips on the back of these cards. The technology has subsequently been applied to rewritable sheets, making it possible to
sharply reduce the use of printed paper at factories and other sites, and to rewritable hybrid media (RHM), which is a new information media incorporated into distribution and production management systems in combination with RF tags.
Ricohs rewritable technology has been commercialized as RECO-View RF tags, and its use is increasing.
Additionally,
Ricoh has continued its development of advanced devices, modules and materials based on its core optical and thermal technology. In light of such development efforts, in fiscal year 2013, Ricoh introduced a re-writable hybrid media that allows for
images made chemically to appear or disappear through the controlled application of heat. Furthermore, Ricoh has introduced a line-up of five Factory Automation (FA) cameras and fourteen lenses that can be used in manufacturing lines for inspection,
pattern matching, and alignment. These products have contributed to the increased productivity and reduction of costs in Ricohs customers manufacturing facilities.
Other
The Other operating segment, which accounted for 7.7% of
Ricohs net sales for fiscal year 2013, includes digital cameras, financing and logistics services.
Ricoh is one of the
pioneers in commercializing digital cameras, which have tremendous potential as image capturing devices. As digital cameras may be used in a variety of ways to capture and input images, Ricoh expects that the digital camera market will
continue to grow in the future. To further expand its digital camera business, Ricoh acquired the PENTAX imaging systems business from HOYA Corporation in October 2011. With this acquisition, Ricoh currently offers a full lineup of digital cameras
from compact cameras to top of the line single lens reflex (SLR) cameras. Ricoh continued to strengthen its product lineup in fiscal year 2013 with the introduction of PENTAX Q10, a digital compact interchangeable lens SLR
camera, and PENTAX K-5 II a top of the line K series camera.
The PENTAX Q10 is one of the
worlds smallest and lightest digital camera with an interchangeable lens system. PENTAX Q10 provides exceptional image quality with its improved 12.4 megapixels 1/2.3 inch backlit CMOS image sensor, which is a highly efficient light-gathering
instrument designed specifically to produce very low noise at high levels of sensitivity. In addition, the sensor-shift shake reduction system with integrated DRII dust reduction allows users to capture stabilized, blur and dust free images even in
low lighting environments. The PENTAX Q10 accepts the PENTAX Q-mount lens system for convenient interchangeability with a variety of specialty Q lenses. The PENTAX Q10 is made-to-order and is available in 100 different color combinations.
-20-
The PENTAX K-5 II is equipped with a high resolution sensor, highly advanced
autofocus system and accurate shake reduction system. The large 16.3 megapixel CMOS sensor on this camera delivers high resolution image quality, color accuracy and low noise in multiple aspect ratios. The 11 point SAFOX X autofocus system offers
the widest EV focus range in its class and is ideal for focusing in low conditions, as low as -3EV. The PENTAX body-based shake reduction stabilization system is compatible with every PENTAX lens ever made. The fully weather sealed cold-proof design
can function in various natural settings, such as water, fog, snow, sand and dust, as well as in the studio.
Ricoh provides
certain financing services in Japan through Ricoh Leasing Co., Ltd., which leases industrial equipment and medical equipment as well as office equipment, and offers loans, such as support loans, to small businesses and independent medical doctors.
Ricoh is also increasing its financing services in the United States and Western Europe by extending more leases to customers in order to meet the change in customers demand to use equipment rather than to own
equipment, and to support sales of the Imaging Solutions business.
Ricoh Logistics System Co. Ltd. offers logistics services
in the delivery, distribution and storage of products, such as electronic products, office equipment, and electronic and machinery parts.
GROUP VISION AND MANAGEMENT PLANS
(1)
Basic Management Policy
Ricoh Group aims To be the most trusted brand with irresistible appeal in the global
market., and makes its missions to be committed to providing excellence to improve the quality of living and to save the precious earth and fulfill its responsibilities for creating sustainable society.
To these ends, Ricoh is providing innovative products and services to all customers who handle information at work in offices and in
their lives out of the office, based on the Ricoh brand benefits of Harmonize with the environment, Simplify your life and work, and Support knowledge management. Also, Ricoh aims to earn greater trust by
continuing to contribute to the improvement of customers productivity and knowledge creation in aiming to continue growing in the future.
(2) Medium and Long Term Management Strategy
The business environment surrounding the Ricoh Group has drastically changed in the past several years and Ricoh is currently at a turning point with respect to its core Imaging & Solutions
business.
In developed countries, demands for copiers and multi-function equipment have become stagnant. More information is
processed in the office environment than ever before; however, the increase in the information communicated is handled more through the internet by devices such as smart phones and tablet PCs. This trend has increased the variations in the way we
print. Furthermore, amid heightened cost consciousness since the world financial crisis, combined with the development of cloud computing, the values sought by customers are shifting towards an emphasis on owning products in addition to
using services. It is becoming increasingly difficult to respond adequately to customer demands through product function and price alone.
-21-
Ricoh has launched the 17th Mid-Term Management Plan that runs from April 2011 to March
2014, which defines business creation and integration and establishment of highly efficient management as its two basic strategies to adapt to these changes.
For business creation and integration, aiming for regeneration, Ricoh is implementing measures to reinforce the
earning power through core businesses, to create new profit models in current core businesses and to accelerate development for new growth businesses.
With regard to the establishment of highly efficient management, Ricoh is reconstructing its corporate systems in order to build an organization that can maintain accelerated business growth
while properly responding to any changes in the business environment. More specifically, Ricoh will strive to realize a corporate culture that encourages the accelerated implementation of growth strategies that seek to achieve in-depth restructuring
as part of the Corporate Restructuring and Growth Program (CRGP), which Ricoh started in fiscal year 2009. Ricoh intends to achieve this restructuring by (1) streamlining its sales systems, (2) reviewing non-profitable
businesses and deciding either to support and turn around such businesses or withdraw from such businesses, (3) integrating production sites and shifting resources to growth areas, (4) encouraging operational re-engineering, such as
re-engineering its business processes, streamlining redundant operations and reorganizing headquarter functions, (5) relocating approximately 15,000 personnel to new growth areas and reducing personnel headcount by approximately 10,000 persons,
(6) reducing purchase costs by centralizing purchase functions and aggregating purchase orders and (7) reviewing its development processes (such as the create without making process, which means to develop products without
incurring costs arising from test models) and strengthening its support for low cost development. In addition, as part of the 17th MTP and to invest in its future growth, Ricoh intends to (1) make capital investments of approximately ¥250.0
billion during fiscal years 2012 to 2014, (2) maintain R&D expenses at 5-6% of net sales (which it intends to use to expand into new business areas and streamline existing business areas while also engaging in product development for the
emerging markets) and (3) expand its business infrastructure in new areas and growth areas (which it intends to accomplish by reallocating resources and implementing strategic investments into new business areas).
To improve the allocation of human resources, Ricoh spent ¥16.6 billion during fiscal year 2013, and plans to spend ¥10.0 billion
during fiscal year 2014. Ricoh is starting to see the benefits of its restructuring efforts and aims to achieve ¥66.0 billion of cost savings through these restructuring efforts by the end of fiscal year 2014.
In order to achieve stable performance and build a robust management structure for further growth under the current economic environment,
Ricoh has implemented various restructuring initiatives, which include reducing expenses, streamlining overlapping operations and relocating personnel to growth areas, as well as an exhaustive review of all operations. Furthermore, to enhance the
global competitiveness of its engineering and manufacturing functions, Ricoh reorganized parts of its engineering and manufacturing resources relating to imaging products at production related companies and some portion of those same resources of
Ricoh in Japan, and integrated them into Ricoh Technologies Company Ltd. and Ricoh Industry Company Ltd. on April 1, 2013.
-22-
Furthermore, Ricoh has not only taken various steps to cope with the worldwide financial
meltdown, the Thailand flooding, the catastrophic earthquake and tsunami in Japan and huge shift in ICT business, but has also implemented various initiatives to build a strong and stable management structure. This coming fiscal year 2014 will be an
important year for the Ricoh Group in developing a market for further growth. To achieve this growth, Ricoh set forth and has implemented the following four core action plans during fiscal year 2013.
A. Reinforce the earning power through its core businesses
With respect to its core business in the Office Imaging product category, Ricoh will continue to win over competition and increase market share by improving the features of its products at competitive
prices, along with providing quicker innovative solutions to its customers. Furthermore, by increasing the efficiency of its development, manufacturing and sales operations, Ricoh will aim to increase its profitability.
Additionally, in the emerging markets which continue to grow, Ricoh intends to increase its profits through the expansion of its sales
channels as well as increasing its sales through the various IT services companies it has acquired over the past several years. Furthermore, Ricoh aims to develop products and services based on the features and prices demanded by customers in the
respective markets. In addition to China and India, Ricoh will continue to establish its presence in markets or countries in which it expects strong growth.
With respect to the Production Printing product category, Ricoh will continue to enhance its product lineup. Ricoh expects an increase in revenue from the increased print volume achieved from the sale of
these products. Furthermore, Ricoh will strengthen its solutions offering in areas such as commercial printing to provide solutions to new customers.
B. Create new profit models in its current core businesses
Ricoh aims to
constantly be in search of solutions for a wider range of issues surrounding its customers so that it can establish an additional growth model to its existing multi-function and printer business. Ricoh intends to further enhance its MDS and IT
services. Ricoh also intends to strengthen its solutions product offerings that enhance communications such as its projection system, video conference system and its interactive whiteboard solution. Additionally, by providing improved connectivity
of its multi-functional products and printers to smart phones and tablet PCs, Ricoh aims to offer more innovative work style solutions to its customers.
C. Accelerate development for new growth businesses
For Ricoh to take advantage
of new business opportunities, Ricoh will continue to provide the market with innovative optical, image processing and environmental technology solutions. Especially in the area of optical systems in the Industrial Products operating segment, Ricoh
intends to enhance its applied technology to develop and market new devices and modules. Furthermore, for its Other operating segment, especially surrounding its digital SLR cameras, Ricoh will continue to strengthen its products and sales network
to solidify its presence in this market. Moreover, to maintain long-term growth, Ricoh intends to continue improving and strengthening its process of identifying and capitalizing on profitable business opportunities.
-23-
D. Improve resource efficiency
Ricoh intends to increase overall business efficiency so that it can maximize the value of its products and services that is generated through resources that it utilized. Ricoh intends to continue placing
an effort on establishing a corporate culture that will value employees in all areas (development, manufacturing, sales, headquarters, etc.) whose common goal would be to work to earn an even greater level of trust and confidence from customers and
be viewed as a reliable partner.
For corporations to be sustainable, Ricoh believes that they must contribute to the welfare
of mankind, the development of society and the conservation of earths environment. To continue to grow and to be respected in society, Ricoh aims to continue enhancing its corporate value with respect to the society, the environment and the
economy. For example, as part of these efforts, in April 2012 Ricoh introduced a new global brand tagline imagine. change. to express the concept that collective imagination can pave the way for change into the future.
With this new global brand tagline, Ricoh will continue its efforts to be innovative so that it can remain one step ahead of its
customers expectations and remain their most valued and trusted business partner.
SALES AND DISTRIBUTION
Ricoh continues to utilize the following three marketing and sales channels for the distribution of its products to end-user customers in
Japan: (1) direct sales by Ricoh to end-user customers through domestic subsidiaries and affiliates, (2) sales through independent dealers of office equipment and (3) sales through independent office supply wholesalers and retailers.
Ricoh estimates that over one-half of its PPC/MFP and laser printer sales in Japan by revenue are derived from its direct sales channels to end-user customers, with the remaining balance being divided between sales through independent dealers of
office equipment and independent office supply wholesalers and retailers.
Outside of Japan, Ricoh has organized its marketing
and sales channels to accommodate its four operating regions: (1) the Americas, (2) Europe, Middle East and Africa, (3) Asia and Oceania and (4) China. One of Ricohs strategies in expanding its overseas marketing and sales
channels has been to acquire office equipment sales companies in various locations around the world through which it can sell its products. Accordingly, in addition to selling Ricoh brand name products through its overseas sales subsidiaries,
affiliates and independent dealers (similar to the marketing and sales channels used for the distribution of products in Japan), Ricoh also sells its products through the following two marketing and sales channels in the overseas market:
(1) sales of products under brand names that Ricoh purchased through acquisitions (i.e., the Savin brand, the Lanier brand and the Infotec brand) and (2) sales of Ricohs products by other companies
under their brand names where Ricoh is the original equipment manufacturer (OEM). Savin and Lanier were originally Ricohs OEM distributors prior to their acquisition.
-24-
With respect to direct sales to end-user customers, Ricoh recognizes revenue for sales upon
the delivery and installation of equipment. Revenue from the sales of equipment under sales-type leases is recognized as product sales at the inception of the lease. With respect to sales through independent dealers or independent office supply
wholesalers and retailers, Ricoh recognizes revenue upon the delivery of the equipment to such independent dealers or independent office supply wholesalers and retailers. Information regarding the methods by which Ricoh recognizes revenue is also
set forth in Item 5. Critical Accounting Policies and Note 2 to the Consolidated Financial Statements which are included in this annual report.
AFTER-SALES SERVICE
Ricoh provides repair and maintenance services for its
products to end-user customers based on the belief that periodic and timely maintenance services are essential in preserving Ricohs market share in the relevant products. These maintenance services are provided to end-user customers pursuant
to maintenance service contracts customarily entered into at the time the equipment is originally sold to the end-user customer.
In Japan, repair and maintenance services are generally provided by Ricohs service specialists. Ricohs service network in Japan includes service centers operated by Ricoh and its affiliates
and service outlets operated by other companies. The total number of Ricohs sales and service personnel in Japan is approximately 19,000. Similar to Japan, Ricoh employees and contracted maintenance providers provide repair and maintenance
services to end-user customers in the overseas market who purchase Ricoh products. The total number of Ricohs overseas sales and service personnel is approximately 43,900.
Ricohs customer support system (@Remote) is available globally in order to enhance customer satisfaction and service
efficiency. This system allows Ricoh to remotely monitor copiers that are in operation and provide prompt service to such copiers.
Additional information regarding the manner in which Ricoh accounts for its after-sales services is set forth in Item 5. Critical Accounting Policies and Note 2 to the Consolidated Financial
Statements which are included in this annual report.
PRINCIPAL MARKETS
Ricoh distributes its products and competes in the following four geographic areas: (1) Japan, (2) the Americas,
(3) Europe, Middle East and Africa and (4) Other. In the aggregate, Ricohs sales increased in fiscal year 2013. As noted below, for fiscal year 2013, net sales in Japan, the Americas, Europe Middle East and Africa, and Other as a
percentage of total net sales were 45.2%, 25.8%, 21.9% and 7.1%, respectively. The table below breaks down for each geographic area the total net sales amount and percentage of such net sales amount as compared against total net sales for each of
the last three fiscal years.
-25-
SALES BY GEOGRAPHIC AREA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen (except for percentages to net sales)
For the Year Ended March 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Japan
|
|
¥
|
875,819
|
|
|
|
45.1
|
%
|
|
¥
|
886,425
|
|
|
|
46.6
|
%
|
|
¥
|
870,397
|
|
|
|
45.2
|
%
|
The Americas
|
|
|
520,000
|
|
|
|
26.8
|
|
|
|
468,728
|
|
|
|
24.6
|
|
|
|
496,605
|
|
|
|
25.8
|
|
Europe, Middle East and Africa
|
|
|
428,519
|
|
|
|
22.1
|
|
|
|
421,373
|
|
|
|
22.1
|
|
|
|
421,740
|
|
|
|
21.9
|
|
Other
|
|
|
116,998
|
|
|
|
6.0
|
|
|
|
126,951
|
|
|
|
6.7
|
|
|
|
135,755
|
|
|
|
7.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
1,941,336
|
|
|
|
100.0
|
%
|
|
¥
|
1,903,477
|
|
|
|
100.0
|
%
|
|
¥
|
1,924,497
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
(1)
|
Sales amounts set forth in the above table are based on the location of the purchaser (external customer) of the product. For example, if the product is manufactured in
Japan and sold to an external customer located in the United States, such sale would be recorded as a sale in the Americas.
|
(2)
|
The Middle East and Africa were reclassified from the Other geographic area into the Europe geographic area in this fiscal year 2013. Figures for the prior fiscal years
set forth in the above table have been reclassified to reflect such changes.
|
(1) Japan
The Japanese economy showed signs of gradual recovery in light of the recovery and restoration of the areas affected by the Great East
Japan Earthquake. In light of such condition, demand for office equipment increased. While expectations arising from the economic recovery plans introduced by the Japanese prime ministers new cabinet and the monetary easing measures introduced
by the Bank of Japan helped to weaken the Yen and increase stock prices at the end of fiscal year 2013, the overall economic outlook still remained unpredictable.
Under such conditions, sales in the Imaging & Solutions operating segment derived from external customers located in Japan decreased by 2.2% as compared to fiscal year 2012, due primarily to the
slowdown in after-sales revenue.
In the Industrial Products operating segment, sales of semiconductor devices and electronic
components decreased as compared to fiscal year 2012. As a result, sales in the Industrial Products operating segment decreased by 16.5% as compared to the previous fiscal year.
Sales in the Other operating segment increased compared to fiscal year 2012 due primarily to a full fiscal years worth of sales
being reflected from Pentax Ricoh Imaging Co., Ltd., which was established through an acquisition in October 2011, as opposed to only six months worth of sales.
(2) The Americas
In the Americas, economic conditions remained unpredictable
despite the gradual recovery in individual consumption and capital investments. Despite such uncertain economic conditions, the weakening of the Yen against the U.S. Dollar towards the end of fiscal year 2013 contributed to the increase in
overall sales by 5.9% as compared to the previous fiscal year.
(3) Europe, Middle East and Africa
Economic conditions remained uncertain in Europe, Middle East and Africa due to the prolonged European debt crisis. While the Yen showed
signs of weakness against the Euro towards the end of the fiscal year, the Yen remained strong against the Euro during most of the fiscal year. Under such conditions, the sales in Europe, Middle East and Africa increased by 0.1% as compared to the
previous fiscal year.
(4) Other
The Other geographic area includes China, South East Asia and Oceania. Although sales in this geographic area, including China and India, increased in fiscal year 2013, there have been indications of a
slowdown in economic growth in these two countries as well as the rest of the markets in this geographic area. Ricoh recorded increased sales in this geographic area by 6.9% as compared to fiscal year 2012 due primarily to continuing sales efforts
made by its sales force.
-26-
COMPETITION
The office equipment industry in which Ricoh primarily competes remains highly competitive and Ricoh continues to encounter intense competition in its Imaging & Solutions operating segment.
Furthermore, competition in each of the product categories in the Imaging & Solutions operating segment is expected to increase in the future as Ricohs competitors enhance and expand their product and service offerings. For example,
in response to the trend in the office equipment market towards more price competitive multifunction products that can handle up to A4-sized paper, especially in the emerging markets, Ricohs competitors have introduced a wide range of
monochrome and color products that can handle up to A4-sized paper, thereby increasing the level of competition in these products. This increase in competition may result in price reductions and decreases in profitability as well as market share in
these products. Ricoh seeks to prevail over the intense competition in the office equipment market by providing customers with equipment that optimizes the TCO of such equipment and enhancing office productivity and efficiency. However, Ricoh cannot
provide assurance that it will be able to compete successfully against existing or future competitors. Moreover, Ricoh may face competition from some of its current customers and companies with which Ricoh has strategic business relationships.
The size and number of Ricohs competitors vary across its product categories, as do the resources allocated by its
competitors to the markets Ricoh targets. Ricohs competitors may have greater financial, personnel and other resources than Ricoh has in a particular market or overall. These competitors may have greater resources available to them to respond
quickly to new technologies and may be able to undertake more extensive marketing campaigns than Ricoh. Competitors may also adopt more aggressive pricing policies for their products and make more attractive offers to potential customers, employees
and strategic partners. These competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with third parties to increase their ability to gain market share.
Despite the intense competition in the office equipment industry, Ricohs management believes that Ricoh will be able to maintain
and enhance its position in the global market because of its experience, expertise and technical capabilities as a leading provider of office and production printing equipment, and dedication to meet customers needs.
SEASONALITY
Sales in
the Imaging & Solutions operating segment generally increase in March of each year, which is the end of the fiscal year for most Japanese companies. This is due to the increase in demand for these products as many Japanese companies and
government entities try to expend their allotted capital expenditure budget for the fiscal year. However, the effect of this seasonality on a consolidated basis has customarily been minimal. For example, sales generated during the month of March due
to this seasonality accounted for 11.1% of Ricohs sales in Japan for fiscal year 2013. However, the effect of this seasonality on a consolidated basis was minimal for fiscal year 2013, as only 5.0% of Ricohs total consolidated sales for
fiscal year 2013 were generated from sales in Japan during the month of March.
-27-
SOURCES OF SUPPLY
Raw materials, parts and components used in the production of Ricohs products, such as plastics, rubber and chemicals are procured on a global basis. Prices of some raw materials that Ricoh uses
fluctuate according to the market and prices of some parts and components that Ricoh uses fluctuate as well. Generally, Ricoh maintains multiple suppliers for the most significant categories of raw materials, parts and components to address such
fluctuations. Because very few of the raw materials required by Ricoh in manufacturing its products can be procured in Japan, most of the raw materials used by Ricoh come from outside of Japan. Ricoh monitors the availability of raw materials on a
regular basis to ensure that it will not encounter any shortages. Ricoh has not experienced any significant difficulty in obtaining the raw materials, parts and components necessary for it to manufacture its products and believes that it will be
able to continue to obtain necessary raw materials, parts and components in sufficient quantities to meet its manufacturing needs in the future. A rise in crude oil prices may lead to an increase in the overall cost of procuring raw materials, parts
and components. This is due to the fact that the cost of oil-based parts and components, the processing costs of raw materials and fuel costs of shipping and distributing such raw materials, parts and components may increase as a result of higher
crude oil prices. However, Ricoh believes that it will be able to adequately manage the impact of any such price volatility in connection with the raw materials, parts and components that are required to manufacture its products.
INTELLECTUAL PROPERTY
Ricoh holds a large number of patents and trademark rights. While Ricoh considers such intellectual property rights to be valuable assets
and important for its operations, it believes that its business is not dependent to any material extent upon any single patent or trademark right, or any related group of rights it holds.
Ricoh also has many licenses and technical assistance agreements covering a wide variety of products. Such agreements grant Ricoh the
right to use certain Japanese and foreign patents or the right to receive certain technical information. However, Ricoh is not materially dependent on any such single license or agreement, or any related group of licenses or agreements.
In addition, Ricoh has granted licenses and technical assistance to various companies located in and outside of Japan. In certain
instances, Ricoh has entered into cross-licensing agreements with other major international electronics and electrical equipment manufacturers. None of these agreements are likely to materially affect Ricohs business or profitability. See
Item 5.C. Patents and Licenses.
-28-
GOVERNMENT REGULATIONS
Ricohs business activities are subject to various government regulations in the various countries in which it operates, including regulations relating to business and investment approvals, export
regulations, tariffs, antitrust, intellectual property, consumer and business taxation, exchange controls and recycling requirements. Ricoh is also subject to environmental regulations in the jurisdictions in which it operates, particularly those
jurisdictions in which it has manufacturing, research or similar operations. These regulations govern, among other things, energy conservation, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal,
product recycling, and soil and ground-water contamination. These regulations are imposed by the environmental regulatory agencies in the jurisdictions in which Ricoh conducts its operations. For example, in the United States these agencies are the
United States Environmental Protection Agency and the State environmental regulatory agencies in the jurisdictions in which Ricoh conducts operations.
The products sold by Ricoh are increasingly subject to a variety of environment-related requirements in the markets in which it operates that restrict or prohibit the types of substance that are used or
present in the products, require manufacturers and distributors to take back and either dispose of or recycle products at the end of their useful life, and require or encourage increased energy efficiency. These product-related
requirements are frequently accompanied by labeling requirements intended to inform customers about the presence or absence of certain substances in products, or provide information about the recyclability of the products. These requirements affect
Ricohs global supply chain, since supplied components must meet the applicable requirements in order for Ricohs products to be in compliance. For example, environmental regulations which may affect Ricohs businesses in the European
Union include (but are not limited to) the European Union Directive on Waste Electrical and Electronic Equipment (the WEEE Directive), the European Union Directive on the Restriction on the Use of Certain Hazardous Substances in
Electrical and Electronic Equipment (the RoHS Directive), the European Union Regulation on the Registration, Evaluation, Authorisation and Restriction of Chemicals (the REACH Regulation) and the European Union Directive on
Energy-related Products (the ErP Directive). Beginning in August 2005, the WEEE Directive, as enacted by individual European Union countries, made manufacturers or importers of electrical and electronic equipment in the European Union
financially responsible for the collection, recycling, treatment, recovery and legitimate disposal of collected waste electrical and electronic equipment. The RoHS Directive prohibits the presence of more than specific concentrations of lead,
mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB) or polybrominated diphenyl ethers (PBDE) in electrical and electronic equipment that is to be sold in the European Union market from July 2006. The REACH Regulation entered into
force in June 2007 and, among other things, requires the registration of chemical substances manufactured or used in products that are sold in the European Union. This regulation covers almost all forms of chemicals, and also imposes some
requirements on articles (as defined in the REACH Regulation) manufactured in or imported into the European Union. The ErP Directive sets forth a framework for establishing eco-design requirements for energy-related products by
systematically integrating environmental aspects at early stages of the product design. One of the important goals of the ErP Directive is to improve the overall environmental performance of products throughout their life-cycle. A variety of similar
product-related environmental requirements have been or are expected to be enacted in other regions where Ricoh operates, including in the United States (including requirements established by individual States), Canada, South America and Asia. The
scope of these requirements, including the types of equipment and substances covered and the nature and severity of the restrictions or prohibitions imposed, may expand as legislatures and regulators in the markets in which Ricoh operates review and
amend these requirements.
-29-
While Ricohs businesses may be affected by various government regulations, Ricoh
currently operates, and expects to continue operating, its business without significant difficulty in complying with applicable government regulations.
C. Organizational Structure
As of March 31, 2013, the Ricoh group includes
the Company, 220 subsidiaries and seven affiliates located worldwide. In addition, starting from fiscal year 2011, Variable Interest Entities (VIE) have been consolidated into Ricoh. See Note [2] (b) and Note [4] to the Consolidated
Financial Statements for additional information.
The Company is the parent of the Ricoh group. The Company heads the R&D
activities of Ricoh products with assistance from its subsidiaries. The Company and its subsidiaries and affiliates maintain an integrated domestic and international manufacturing and distribution structure.
The following is a list of the principal subsidiaries of the Company as of March 31, 2013. None of the Companys seven
affiliates are considered material affiliates of Ricoh.
|
|
|
|
|
|
|
Company Name
|
|
Country of
Formation
|
|
Proportion of
Ownership
Interest
|
|
Main Businesses
|
(Subsidiaries)
|
|
|
|
|
|
|
Ricoh Optical Industries Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Manufacturing optical equipment
|
Hasama Ricoh, Inc.
|
|
Japan
|
|
100.0
|
|
Manufacturing parts for office equipment
|
Tohoku Ricoh Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Manufacturing office equipment
|
Ricoh Printing Systems, Ltd.
|
|
Japan
|
|
100.0
|
|
Manufacturing and sale of office equipment
|
Ricoh Elemex Corporation
|
|
Japan
|
|
100.0
|
|
Manufacturing and sales of office equipment
|
Ricoh Microelectronics Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Manufacturing parts for office equipment
|
Ricoh Japan Corporation
|
|
Japan
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Technosystems Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Maintenance, service and sale of office equipment
|
Ricoh IT Solutions Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Development and construction of network system
|
Ricoh Logistics System Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Logistics services and custom clearances
|
Ricoh Leasing Co., Ltd.
|
|
Japan
|
|
51.1
|
|
General leasing
|
Ricoh Creative Service Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Management of group facility, advertisement and printing
|
-30-
|
|
|
|
|
|
|
Company Name
|
|
Country of
Formation
|
|
Proportion of
Ownership
Interest
|
|
Main Businesses
|
Pentax Ricoh Imaging Co., Ltd.
|
|
Japan
|
|
100.0
|
|
Manufacturing and sale of digital camera
|
Ricoh Electronics, Inc.
|
|
U.S.A.
|
|
100.0
|
|
Manufacturing office equipment and related supplies
|
Ricoh UK Products Ltd.
|
|
U.K.
|
|
100.0
|
|
Manufacturing office equipment
|
Ricoh Industrie France S.A.S.
|
|
France
|
|
100.0
|
|
Manufacturing office equipment and related supplies
|
Ricoh Asia Industry (Shenzhen) Ltd.
|
|
China
|
|
100.0
|
|
Manufacturing office equipment and related supplies
|
Shanghai Ricoh Digital Equipment Co., Ltd.
|
|
China
|
|
100.0
|
|
Manufacturing and sale of office equipment
|
Ricoh Components Asia (Hong Kong) Co., Ltd.
|
|
Hong Kong, China
|
|
100.0
|
|
Sale of parts for office equipment
|
Ricoh Components & Products (Shenzhen) Co., Ltd.
|
|
China
|
|
100.0
|
|
Manufacturing parts for office equipment
|
Ricoh Manufacturing (Thailand) Ltd.
|
|
Thailand
|
|
100.0
|
|
Manufacturing office equipment
|
Pentax Ricoh Imaging Products (Philippines) Corporation
|
|
Philippines
|
|
100.0
|
|
Manufacturing digital camera
|
Ricoh Americas Holdings, Inc.
|
|
U.S.A.
|
|
100.0
|
|
Holding company in the U.S.A.
|
Ricoh Americas Corporation
|
|
U.S.A.
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Canada Inc.
|
|
Canada
|
|
100.0
|
|
Sale of office equipment
|
Ricoh USA, Inc.
|
|
U.S.A.
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Printing Systems America, Inc.
|
|
U.S.A.
|
|
100.0
|
|
Manufacturing and sales of office equipment
|
Ricoh Production Print Solutions, LLC
|
|
U.S.A.
|
|
100.0
|
|
Sale of office equipment
|
Pentax Ricoh Imaging Americas Corporation
|
|
U.S.A.
|
|
100.0
|
|
Sale of digital camera
|
Ricoh Europe Holdings PLC
|
|
U.K.
|
|
100.0
|
|
Holding company in Europe
|
Ricoh UK Ltd.
|
|
U.K.
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Deutschland GmbH
|
|
Germany
|
|
100.0
|
|
Sale of office equipment
|
Ricoh France S.A.S
|
|
France
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Italia S.R.L.
|
|
Italy
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Espana S.L.U.
|
|
Spain
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Belgium N.V.
|
|
Belgium
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Nederland B.V.
|
|
Netherlands
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Europe SCM B.V.
|
|
Netherlands
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Schweiz AG
|
|
Switzerland
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Sverige AB.
|
|
Sweden
|
|
100.0
|
|
Sale of office equipment
|
Pentax Ricoh Imaging France S.A.S.
|
|
France
|
|
100.0
|
|
Sale of digital camera
|
Ricoh Finance Nederland B.V.
|
|
Netherlands
|
|
100.0
|
|
Corporate finance
|
Ricoh China Co., Ltd.
|
|
China
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Hong Kong Ltd.
|
|
Hong Kong, China
|
|
100.0
|
|
Sale of office equipment
|
-31-
|
|
|
|
|
|
|
Company Name
|
|
Country of
Formation
|
|
Proportion of
Ownership
Interest
|
|
Main Businesses
|
Ricoh Asia Industry Ltd.
|
|
Hong Kong,
China
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Asia Pacific Pte Ltd
|
|
Singapore
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Asia Pacific Operations Ltd.
|
|
Hong Kong,
China
|
|
100.0
|
|
Sale of office equipment
|
Ricoh Thailand Ltd.
|
|
Thailand
|
|
100.0
|
|
Sale of office equipment
|
Ricoh India Ltd.
|
|
India
|
|
73.6
|
|
Sale of office equipment
|
Ricoh Australia Pty, Ltd.
|
|
Australia
|
|
100.0
|
|
Sale of office equipment
|
And 170 other subsidiaries
|
|
|
|
|
|
|
(Affiliates)
|
|
|
|
|
|
|
7 affiliates (none of which are material affiliates)
|
|
|
|
|
|
|
Notes:
(1)
|
Proportion of ownership interest includes indirect ownership.
|
(2)
|
Ricoh Leasing Co., Ltd. is the only subsidiary of the Company that is a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X.
|
(3)
|
Tohoku Ricoh Co., Ltd. and Ricoh Printing Systems, Ltd. were acquired by Ricoh Industry Co., Ltd. as of April 1, 2013.
|
-32-
D. Property, Plant and Equipment
Ricoh manufactures its products primarily in fourteen plants in Japan and eleven plants overseas. Ricoh owns all of the buildings and the land on which its plants are located, with the exception of
certain leases of land and floor space of certain of its subsidiaries. None of these leased land and floor spaces have major encumbrances on them. None of Ricohs plants are subject to any material environmental issues that may affect the
extent to which Ricoh is able to utilize such plants. The following table gives certain information as of March 31, 2013 regarding the Companys and its subsidiaries principal manufacturing and other facilities. With the exceptions
of GR Advanced Materials Ltd., the manufacturing and other facilities listed below have floor space exceeding 10,000 square meters.
|
|
|
|
|
Name (Location)
|
|
Floor space
|
|
Principal activities and products
manufactured
|
|
|
(in thousands of
square meters)
|
|
|
Japan:
|
|
|
|
|
Ricoh Company, Ltd.
|
|
|
|
|
Ohmori Plant (Tokyo)
|
|
54
|
|
Parts relating to copiers
|
Atsugi Plant (Kanagawa)
|
|
73
|
|
Office equipment and other products
|
Numazu Plant (Shizuoka)
|
|
105
|
|
Paper and toner
|
Ikeda Plant (Osaka)
|
|
27
|
|
Electronic devices
|
Fukui Plant (Fukui)
|
|
34
|
|
Papers and toner
|
Yashiro Plant (Hyogo)
|
|
34
|
|
Electronic devices
|
Ricoh Technology Center (Kanagawa)
|
|
127
|
|
R&D
|
Head Office (Tokyo)
|
|
21
|
|
Head office and marketing of office equipment
|
Research & Development Center (Kanagawa)
|
|
17
|
|
R&D
|
System Center (Tokyo)
|
|
10
|
|
Information system center, marketing of office equipment and other business
|
Ginza Office (Tokyo)
|
|
11
|
|
Marketing of office equipment and other business
|
Shin-Yokohama office (Kanagawa)
|
|
40
|
|
Marketing of office equipment, other business and related services
|
Katsuta office (Ibaraki)
|
|
54
|
|
R&D of production printing products
|
Subsidiaries:
|
|
|
|
|
Ricoh Optical Industries Co., Ltd. (Iwate)
|
|
23
|
|
Optical equipment
|
Tohoku Ricoh Co., Ltd. (Miyagi)
|
|
64
|
|
Office equipment, toner and parts relating to copiers and duplicators
|
Hasama Ricoh, Inc. (Miyagi)
|
|
14
|
|
Parts relating to copiers and data processing
equipment
|
-33-
|
|
|
|
|
Name (Location)
|
|
Floor space
|
|
Principal activities and products
manufactured
|
|
|
(in thousands of
square meters)
|
|
|
Ricoh Unitechno Co., Ltd. (Saitama)
|
|
20
|
|
Office equipment
|
Ricoh Elemex Corporation. (Aichi)
|
|
45
|
|
Office equipment and measuring equipment
|
Ricoh Microelectronics Co., Ltd. (Tottori)
|
|
12
|
|
Printed circuit boards and electronic components
|
Ricoh Keiki Co., Ltd. (Saga)
|
|
10
|
|
Printed circuit boards and parts relating to copiers
|
Ricoh Printing Systems, Ltd. (Ibaraki)
|
|
54
|
|
Printers and production printing products
|
Overseas:
|
|
|
|
|
Ricoh Electronics, Inc.
(Irvine, Santa Ana and Tustin, California and Lawrenceville, Georgia, U.S.A.)
|
|
123
|
|
Copiers, parts relating to copiers, toner and thermal paper
|
Ricoh UK Products Ltd. (Telford, United Kingdom)
|
|
36
|
|
Copiers, parts relating to copiers and toner
|
Ricoh Industries France S.A.S.
(Colmar, France)
|
|
49
|
|
Copiers, parts relating to copiers and thermal paper
|
Ricoh Asia Industry (Shenzhen) Ltd. (Shenzhen, China)
|
|
42
|
|
Copiers, parts relating to copiers, and toner
|
Ricoh Components & Products (Shenzhen) Ltd.
(Shenzhen, China)
|
|
54
|
|
Printed circuit boards and electronic components
|
Ricoh Thermal Media (Wuxi) Co., Ltd.
(Shenzhen, China)
|
|
24
|
|
Direct thermal paper and thermal transfer ribbon
|
Shanghai Ricoh Digital Equipment Co., Ltd.
(Shanghai, China)
|
|
32
|
|
Copiers, facsimile equipment and parts relating to copiers
|
Ricoh Manufacturing (Thailand) Ltd.
(Rayong, Thailand)
|
|
38
|
|
Printers and parts relating to printers
|
GR Advanced Materials Ltd.
(Scotland, United Kingdom)
|
|
8
|
|
Supplies relating to duplicators
|
-34-
|
|
|
|
|
Name (Location)
|
|
Floor space
|
|
Principal activities and products
manufactured
|
|
|
(in thousands of
square meters)
|
|
|
Pentax Ricoh Imaging Products (Philippines) Corporation (Cebu, Philippines)
|
|
16
|
|
Digital camera equipment
|
Pentax Ricoh Imaging Products (Vietnam) Corporation (Hanoi, Vietnam)
|
|
17
|
|
Optical equipment
|
Note:
(1)
|
Apart from above, Ricoh owns the Gotenba plant which is currently in idle (having floor space of 70 thousand square meters).
|
Ricoh considers its manufacturing facilities to be well maintained and believes its plant capacity is adequate for its current needs,
though successive investments in manufacturing facilities are being considered for its long-term success.
Item 4.A.
Unresolved Staff Comments
Not applicable.
-35-
Item 5.
Operating and Financial Review and Prospects
OVERVIEW
Ricoh is
engaged primarily in the development, manufacturing, sales and servicing of office automation equipment, such as PPCs/MFPs, laser printers, GELJET printers, production printing products, digital duplicators and facsimile machines, as well as
semiconductor devices, digital cameras and thermal media products. Ricoh supports its office automation equipment business by offering customers various solution systems that work with personal computers and servers, network systems,
application software and related product support and after-sales services to assist customers in fully utilizing the Ricoh products that they purchase. Ricohs product support services include assisting customers in setting up their information
technology environment or network. More recently, Ricoh has further expanded its businesses to manufacture and sell products such as projectors, video conference systems, thermo-sensitive media devices (such as re-writable thermal media devices) and
interactive digital whiteboard solutions.
Ricoh distributes its products and competes in the following four geographic areas:
(1) Japan, (2) the Americas, (3) Europe, Middle East and Africa and (4) Other, which includes China, Southeast Asia and Oceania. For additional information on Ricohs business, see Item 4.B. Information on the Company
Business Overview.
Because of the global nature of Ricohs operations, Ricohs results of operations and
financial conditions are affected both by economic and political developments in Japan and the rest of the world, as well as by demand and competition in its lines of business. Furthermore, competition in the businesses Ricoh operates has increased
significantly and is likely to continue increasing in the future. Recent notable trends in the office solutions business include (1) increased demand for lower-priced products such as MFPs that can handle up to A4-sized paper, particularly in
emerging countries, (2) increased demand for comprehensive services that reduce the TCO of a product and/or that streamline the overall workflow of the business process (not just the document process), particularly in developed countries, and
(3) increased demand for solutions that enable customers to reduce their environmental impact and improve the sustainability of their operations.
Historically, Ricohs revenues have been derived mainly from the manufacturing and sale of office automation equipment. In recent years, the key factor to achieve revenue growth has been the
expansion of available product lines and areas of services to respond to the increasingly diverse needs of customers. Although the global economic outlook remains unpredictable, Ricoh remains focused on achieving sustained growth to remain
competitive. To achieve such growth, Ricoh has striven to broaden its revenue and earnings base by expanding its available product lines and areas of service. More specifically, in light of the recent trends, Ricohs strategies include
(1) introducing variable product lines such as MFPs, laser printers and production printers with advanced features, (2) expanding its lineup of MFPs that print on A4-sized paper and strengthening its sales structure in emerging countries,
(3) expanding and strengthening its global MDS business and IT service business by making capital investments such that the Ricoh group as a whole on a global basis is able to provide such services at a high quality level, (4) expanding
its new businesses, such as its projectors and UCS businesses taking into consideration developments in the mobile and cloud communication businesses such that it can propose and create new ways of conducting business, and (5) enhancing
offerings of products with environmentally-friendly features such that it can provide customers with the ability to reduce their environmental impact and improve the sustainability of their business operations (which Ricoh refers to as Total
Green Office Solution). These strategies are all part of Ricohs 17th Mid-term Management Plan of business creation and integration, which aims for regeneration by implementing measures to reinforce earning power
through core businesses, creating new profit models in its current core businesses and accelerating the development for new growth businesses.
-36-
In addition, Ricoh continues to steadily improve its operational
efficiency through cost-cutting measures across its business units, which includes the reduction of production costs and the streamlining of its business structure, as well as supply chain management. As part of its strict cost management policy,
Ricoh continues to analyze the cost structure of its products at the design phase to minimize production costs. These are part of Ricohs 17
th
Mid-term Management Plan of establishment of highly efficient management, under which Ricoh strives to
reconstruct its corporate systems in order to build an organization that can maintain accelerated business growth while properly responding to any changes in the business environment.
While the global economy showed signs of moderate recovery during fiscal year 2013, the situation remained unpredictable. The U.S.
economy showed gradual recovery in individual consumption and capital investment; however, the debt crisis in Europe, the slowdown in economic growth in China and the rest of the emerging markets, and the political instability in the Middle East
caused uncertainties to remain in the global market. While the Japanese economy showed some signs of a modest recovery during fiscal year 2013, in part due to the economic stimulus measures implemented by the Japanese government, it continued to
face challenging conditions as the Japanese Yen appreciated relative to other currencies (such as the U.S. Dollar and the Euro) during most of the fiscal year.
Ricohs consolidated net sales for fiscal year 2013 increased by 1.1% to ¥1,924.4 billion from ¥1,903.4 billion for fiscal year 2012, due primarily to the increase in net sales in its
Imaging & Solutions operating segment and the Other operating segment. This increase was due mainly to the appreciation of the U.S. Dollar against the Japanese Yen. Net sales would have remained flat when excluding the effects of
foreign currency exchange fluctuations. Cost of sales increased by 0.4% for fiscal year 2013. Cost of sales increased at a rate less than the rate at which net sales increased as compared to the previous fiscal year due primarily to the increase in
sales of post sales and rentals with low cost of sales ratio. In addition, the group-wide activities to streamline costs has contributed to the decrease in cost of sales. As a result, gross profit increased by 2.1% for fiscal year 2013 as compared
to fiscal year 2012, to ¥768.6 billion. Selling, general and administrative expenses decreased by 1.8% as compared to fiscal year 2012, to ¥690.7 billion, due primarily to decreases in costs achieved through Ricohs continuing
restructuring efforts and efforts to reduce R&D expenses incurred during the development phase of new products. For fiscal year 2013, restructuring charges, which are included in cost of sales and operating expenses in the consolidated
statements of operations, decreased by ¥17.5 billion to ¥16.6 billion from ¥34.1 billion for fiscal year 2012. Ricoh continued its restructuring activities in order to enhance its competitiveness and improve its profitability. The fiscal
year 2013 restructuring charges of ¥16.6 billion consisted of ¥8.6 billion recorded by the Company and its domestic subsidiaries, and ¥7.9 billion recorded by its overseas subsidiaries. As a result, operating income for fiscal year 2013
increased to ¥63.4 billion, which was an improvement from an operating loss of ¥18.0 billion from the previous fiscal year. Ricoh is targeting to achieve net sales of ¥2,100.0 billion and operating income of ¥140.0 billion by March
2014.
-37-
As noted previously, to improve the allocation of human resources,
Ricoh spent ¥16.6 billion during fiscal year 2013, and plans to spend ¥10.0 billion during fiscal year 2014. Ricoh is starting to see the benefits of its restructuring efforts and aims to achieve ¥66.0 billion of cost savings through
these restructuring efforts by the end of fiscal year 2014. Moreover, the Company intends to expedite its reduction of human resources to achieve the 17
th
MTP targeted reduction of headcount by approximately 10,000 persons prior to the end of fiscal year 2014. In addition,
the Company has been advancing structural reform to maintain accelerated growth while responding to the changes in the business environment. More specifically, this includes (1) establishing Ricoh Technologies Company, Ltd. and Ricoh Industry
Company, Ltd. in April 2013, to which it transferred parts of its engineering and production functions and operations previously performed by the Company and its manufacturing subsidiaries in Japan, with the intent to enhance the global
competitiveness of the Companys engineering and production functions by centralizing them at such companies, (2) discontinuing production of office automation equipment at the Gotemba plant in Japan, (3) strengthening its global
procurement chain by establishing a central procurement facility in Thailand, (4) transferring the measuring equipment business in November 2011 to AIREX Co., Ltd., which is a company established with Aichi Tokei Denki Co., Ltd. as the
co-parent, and (5) planning the reorganization of its electronic components business, which it announced in April 2013.
KEY
PERFORMANCE INDICATORS
The following table shows changes in the key performance indicators that Ricohs management
used in assessing its performance for the last three fiscal years. Ricohs management considers these indicators to be important in monitoring and evaluating its performance to meet the expectation of its shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended March 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Net sales (in billions of Yen)
|
|
|
1,941.3
|
|
|
|
1,903.4
|
|
|
|
1,924.4
|
|
Operating income (loss) to net sales ratio
(1)
|
|
|
3.0
|
%
|
|
|
(0.9
|
%)
|
|
|
3.3
|
%
|
Return on assets
(2)
|
|
|
0.8
|
%
|
|
|
(2.0
|
%)
|
|
|
1.4
|
%
|
Inventory turnover within months
(3)
|
|
|
1.79
|
|
|
|
2.03
|
|
|
|
2.03
|
|
Interest-bearing debt (in billions of Yen)
|
|
|
629.6
|
|
|
|
741.8
|
|
|
|
702.7
|
|
Notes:
(1)
|
Operating income to net sales ratio = Operating income divided by net sales.
|
(2)
|
Return on assets = Net income divided by average total assets for the fiscal year.
|
(3)
|
Inventory turnover within months = Inventory divided by average monthly cost of sales.
|
In fiscal year 2013, Ricohs consolidated net sales increased by 1.1% to ¥1,924.4 billion, from ¥1,903.4 billion for fiscal
year 2012, due primarily to the increase in net sales in the Imaging & Solutions operating segment and the Other operating segment. Operating income to net sales ratio increased by 4.2 percentage points to 3.3% from -0.9% for fiscal year
2012 due primarily to the increase in operating income resulting from the increase in net sales and the decrease in selling, general and administrative expenses. Return on assets increased by 3.4 percentage points to 1.4% from -2.0% for fiscal year
2012 due mainly to an increase in net income. Inventory turnover within months was at the same level as compared to the fiscal year 2012. Repayment of debts contributed to the decrease in interest-bearing debt by ¥39.1 billion.
-38-
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements of Ricoh are prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires the use of estimates,
judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, Ricoh evaluates its
estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of these evaluations form the basis for making judgments about the carrying values of assets
and liabilities and the reported amounts of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different scenarios.
Ricoh considers an accounting policy to be critical if it is important to its financial condition and results, and requires significant
judgments and estimates on the part of management in its application. Ricoh believes that the following represent the critical accounting policies of the Company. For a summary of the significant accounting policies, including the critical
accounting policies discussed below, see Note [2] to the Consolidated Financial Statements.
Revenue Recognition
Ricoh believes that revenue recognition is critical for its financial statements because consolidated net income is
directly affected by the timing of revenue recognition.
Ricoh generates revenue principally through the sale of equipment,
supplies and related services under separate contractual arrangements for each. Generally, Ricoh recognizes revenue when (1) it has a firm contract, (2) the product has been shipped to and accepted by the customer or the service has been
provided, (3) the sales price is fixed or determinable and (4) amounts are reasonably assured of collection.
Most
equipment sales require that Ricoh install the product. As such, revenue is recognized at the time of delivery and installation at the customer location. Equipment revenues are based on established prices by product type and model and are net of
discounts. A sales return is accepted only when the equipment is defective and does not meet Ricohs product performance specifications. Other than installation, there are no customer acceptance clauses in Ricohs sales contracts.
-39-
Post sales and rentals result primarily from maintenance contracts that are normally entered
into at the time the equipment is sold. Standard service fee prices are established depending on equipment classification and include a cost value for the estimated services to be performed based on historical experience plus a profit margin
thereon. As a matter of policy, Ricoh does not discount such prices. On a monthly basis, maintenance service revenues are earned and recognized by Ricoh and billed to the customer in accordance with the contract and include a fixed monthly fee plus
a variable amount based on usage. The length of the contract ranges up to five years; however, most contracts can be cancelled at any time by the customer upon a short notice period.
Ricoh enters into arrangements with multiple elements, which may include any combination of products, equipment, installation and
maintenance. Consideration in a multiple-element arrangement is allocated at the inception of the arrangement to all deliverables on the basis of the relative selling price if both of the following criteria are met: the delivered item(s) has value
to the customer on a stand-alone basis; and the delivery of the undelivered item must be probable and controlled by Ricoh if the arrangement includes the right of return. If these criteria are not met, revenue is deferred until the undelivered
elements are fulfilled and accounted for as a single unit of accounting.
Allowance for Doubtful Receivables
Ricoh performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the
customers current creditworthiness, as determined by Ricohs review of the customers credit information. Ricoh continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses
based upon its historical experience and any specific customer collection issues that Ricoh has identified. While such credit losses have historically been within Ricohs expectations and the provisions established, Ricoh cannot guarantee that
it will continue to experience the same credit loss rates that it has in the past. Changes in the underlying financial condition of Ricohs customers could result in a material impact on Ricohs consolidated results of operation and
financial position.
The following table illustrates Ricohs allowance for doubtful receivables for finance receivables
for fiscal years 2011, 2012 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
(Millions of Yen)
|
|
Finance receivables
|
|
|
666,757
|
|
|
|
697,939
|
|
|
|
705,264
|
|
Allowance for Finance receivables
|
|
|
(12,299
|
)
|
|
|
(10,219
|
)
|
|
|
(10,249
|
)
|
Allowance ratio
|
|
|
1.8
|
%
|
|
|
1.5
|
%
|
|
|
1.5
|
%
|
The decrease in the allowance ratio in fiscal year 2012 as compared to fiscal year 2011 was due primarily
to a recovery of more than 60% of the allowance provided in fiscal year 2011 as a result of the Great East Japan Earthquake.
-40-
The following table illustrates Ricohs allowance for doubtful receivables for trade
receivables by geographic location for fiscal years 2011, 2012 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Japan
|
|
|
Americas
|
|
|
Europe,
Middle East
and Africa
|
|
|
Other
|
|
|
Total
|
|
|
|
(Millions of Yen)
|
|
For the year ended March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
241,443
|
|
|
|
72,129
|
|
|
|
128,950
|
|
|
|
23,299
|
|
|
|
465,821
|
|
Allowance for doubtful receivables
|
|
|
(7,930
|
)
|
|
|
(2,210
|
)
|
|
|
(6,007
|
)
|
|
|
(617
|
)
|
|
|
(16,764
|
)
|
Allowance ratio
|
|
|
3.3
|
%
|
|
|
3.1
|
%
|
|
|
4.7
|
%
|
|
|
2.6
|
%
|
|
|
3.6
|
%
|
|
|
|
|
|
|
For the year ended March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
255,208
|
|
|
|
75,306
|
|
|
|
127,487
|
|
|
|
25,593
|
|
|
|
483,594
|
|
Allowance for doubtful receivables
|
|
|
(8,579
|
)
|
|
|
(1,832
|
)
|
|
|
(5,313
|
)
|
|
|
(656
|
)
|
|
|
(16,380
|
)
|
Allowance ratio
|
|
|
3.4
|
%
|
|
|
2.4
|
%
|
|
|
4.2
|
%
|
|
|
2.6
|
%
|
|
|
3.4
|
%
|
|
|
|
|
|
|
For the year ended March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
240,182
|
|
|
|
89,511
|
|
|
|
162,982
|
|
|
|
32,330
|
|
|
|
525,005
|
|
Allowance for doubtful receivables
|
|
|
(7,546
|
)
|
|
|
(2,149
|
)
|
|
|
(4,992
|
)
|
|
|
(737
|
)
|
|
|
(15,424
|
)
|
Allowance ratio
|
|
|
3.1
|
%
|
|
|
2.7
|
%
|
|
|
3.1
|
%
|
|
|
2.3
|
%
|
|
|
2.9
|
%
|
In fiscal year 2012, the allowance ratio in the Americas as well as Europe, Middle East and Africa
decreased as compared to fiscal year 2011 due primarily to improved collection efforts and a decrease in outstanding old debt receivables that were due.
In fiscal year 2013, the allowance ratio in Europe, Middle East and Africa decreased as compared to fiscal year 2012 due primarily to improved collection efforts and a decrease in outstanding old debt
receivables that were due.
Pension Accounting
The amounts recognized in the consolidated financial statements relating to employees severance payments and pension plans are determined on an actuarial basis utilizing certain assumptions in the
calculation of such amounts. The assumptions used in determining net periodic costs and liabilities for employees severance payments and pension plans include expected long-term rate of return on plan assets, discount rate, rate of increase in
compensation levels, average remaining years of service and other factors. Among these assumptions, the expected long-term rate of return on plan assets and the discount rate are two critical assumptions. Assumptions are evaluated at least annually,
and events may occur or circumstances may change that may have a significant effect on the critical assumptions. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods, thereby
reducing the year-to-year volatility in pension expenses. As of March 31, 2013, Ricoh recognized and reflected in its consolidated balance sheets the funded status of its pension plans (equal to the difference between the fair value of plan
assets and the projected benefit obligations) in the total amount of ¥163.0 billion.
For fiscal years 2011, 2012 and
2013, Ricoh used expected long-term rates of return on pension plan assets of 2.9%, 2.9% and 3.5%, respectively. In determining the expected long-term rate of return on pension plan assets, Ricoh considers the current and projected asset
allocations, as well as expected long-term investment returns and risks for each category of the plan assets based on Ricohs analysis of historical results. The projected allocation of the plan assets is developed in consideration of the
expected long-term investment returns for each category of the plan assets. To moderate the level of volatility in pension plan asset returns and to reduce risks, approximately 25%, 50%, 20% and 5% of the plan assets are projected to be allocated to
equity securities, debt securities, life insurance company general accounts and other financial instruments, respectively. As of March 31, 2013, the actual allocation of assets was generally consistent with the projected allocation stated
above. The actual returns for fiscal years 2011, 2012 and 2013 were approximately 2.2% (gain), 4.7% (gain) and 9.0% (gain), respectively. The actual returns on pension plan assets may vary in future periods, depending on market conditions. The
market-related value of plan assets is measured using fair values on the plan measurement date.
-41-
With respect to the discount rate used in the annual actuarial valuation of the pension
benefit obligations, the other critical assumption, Ricohs weighted average discount rates for fiscal years 2011, 2012 and 2013 were 3.4%, 2.9% and 2.7%, respectively. In determining the appropriate discount rate, Ricoh considers available
information about the current yield on high-quality fixed-income investments that are currently available and are expected to be available during the period corresponding to the expected duration of the pension benefit obligations.
The following table illustrates the sensitivity to changes in the discount rate and the expected return on pension plan assets, while
holding all other assumptions constant, for Ricohs pension plans as of March 31, 2013.
|
|
|
|
|
Change in Assumption
|
|
Change in
Pension Benefit
Obligations
|
|
Change in
Pre-Tax Pension
Expenses
|
|
|
(Billions of Yen)
|
50 basis point increase / decrease in discount rate
|
|
/+ ¥28.2
|
|
/+ ¥1.3
|
50 basis point increase / decrease in expected return on assets
|
|
|
|
/+ ¥1.7
|
Recovery of the Carrying Values of Impairment of Long-Lived Assets and Goodwill
As of March 31, 2013, the aggregate carrying values of Ricohs property, plant and equipment was ¥290.9 billion and the carrying
values of Ricohs intangible assets, excluding goodwill, was ¥107.7 billion. Ricoh believes that the recovery of the carrying values of these long-lived assets are critical to Ricohs financial statements because of the significant
amount of judgment required to determine the estimated undiscounted cash flows to be generated from these long-lived assets along with the related fair values of these assets, and the fact that an impairment charge has had, and could continue to
have, a significant adverse effect on Ricohs results of operations.
Ricoh reviews long-lived assets with a definite
life for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The recoverability of assets to be held and used is assessed by comparing the carrying amount of an
asset or asset group to the expected future undiscounted net cash flows of the asset or asset group. If an asset or asset group is considered to be impaired, the impairment charge to be recognized is measured as the amount by which the carrying
amount of the asset or asset group exceeds fair value. Long-lived assets meeting the criteria to be considered as held for sale are reported at the lower of their carrying amount or fair value less costs to sell.
-42-
As of March 31, 2013, the carrying value of Ricohs goodwill was ¥221.2 billion.
Ricoh believes that the recovery of the carrying value of goodwill is critical to Ricohs financial statements because of the significant amount of judgment required to determine the fair value of its reporting units along with the related
implied fair value of the goodwill when required to do so, and the fact that a goodwill impairment charge has had, and could continue to have, a significant adverse effect on Ricohs results of operations.
Ricoh reviews the carrying value of its goodwill for impairment annually at December 31 and when a triggering event occurs between annual
impairment tests. At December 31, 2012, the Imaging & Solutions reporting unit had goodwill with a carrying value of ¥201.7 billion.
Ricoh utilizes an income approach for determining the fair value of the Imaging & Solutions reporting unit. For purposes of the income approach, fair value is determined based on the present value of
estimated future cash flows, discounted at an appropriate risk-adjusted rate. Ricoh uses its adjusted market capitalization based on the quoted market price of its shares at December 31 and an assumed control premium of 35% at December 31, 2012 to
determine the discount rate. Ricoh uses its forecasts to estimate future cash flows, which includes an estimate of long-term future growth rates. Ricoh derives its discount rates using a capital asset pricing model and analyzing published rates for
industries relevant to its reporting units to estimate the cost of equity financing. Ricoh uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts.
The discount rate used for the Imaging & Solutions reporting unit at December 31, 2012 was 9.1%. Under this approach,
management concluded that fair value of the Imaging & Solutions reporting unit exceeded its carrying value by approximately 15.5%, and therefore, the goodwill in this reporting unit was not impaired. The most critical assumptions in determining
the fair value of this reporting unit is the discount rate, which is influenced primarily by equity risk premium assumption, the implied company specific cash flow uncertainty risk premium assumption, and the control premium.
If the assumed control premium was lowered to 20% or the discount rate was increased to 9.6%, then the estimated fair value of the
Imaging & Solutions reporting unit is estimated to exceed its carrying value by approximately 2.5%.
For fiscal year 2012,
as a result of first step testing, Ricoh determined that the carrying amount of a production printing reporting unit exceeded its fair value estimate using both the income approach and the cost approach due to worsening economic circumstances.
Consequently, Ricoh determined that second step testing was needed for this production printing reporting unit. At second step testing of goodwill of this production printing reporting unit, to determine the implied fair value of goodwill, Ricoh
assigned the fair value of the reporting unit to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination. As a result, the implied fair value of goodwill assigned to this production
printing reporting unit was measured at zero and Ricoh recorded an impairment charge of ¥27,491 million.
No goodwill
impairment was recognized in fiscal 2011.
While Ricoh believes that its estimates of future cash flows, discount rates are
reasonable, changes to these assumptions in the future could result in a different conclusion about the recoverability of its long-lived assets, including goodwill.
-43-
Impairment of Securities
Individual securities classified as available-for-sale securities are reduced to their fair market value by a charge to income for
declines in value that are other than temporary. Factors considered in assessing whether impairment other than temporary impairment exists include: (1) the financial condition and near term prospects of the issuer and (2) the intent and
ability of Ricoh to retain such investment for a period of time sufficient to allow for any anticipated recovery in market value. Ricoh believes that impairment of securities is critical for its financial statements because it holds significant
amounts of securities, the recoverability of which or lack thereof, could significantly affect its results of operations.
Ricoh recognized asset impairment charge for its securities that were determined to be other than temporary in the amounts of ¥1.8
billion, ¥5.0 billion and ¥0.3 billion for fiscal years 2011, 2012 and 2013, respectively. Based on an evaluation of evidence available to it as of the end of fiscal year 2013, the Company believes that the decline in fair value of
securities, in which impairment charges are not recognized in the statement of operations, are temporary and do not represent an other-than-temporary impairment. This is because when considering the length of time that fair value has been below
cost, the extent of decline and the financial condition of the issuers, the Company expects that its fair value will recover to a level above its costs while the Company holds onto these investments. In addition, there are no significant unrealized
holding losses of securities at March 31, 2013 as described in Note [5] to the Consolidated Financial Statements.
Realizability of Deferred Tax Assets
Ricoh records a valuation allowance to reduce its deferred tax assets to an amount that is more likely than not to be recoverable. Ricoh considers future market conditions, forecasted earnings, future
taxable income, the mix of earnings in the jurisdictions in which Ricoh operates, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event Ricoh were to determine that Ricoh would not be able
to recover any portion of Ricohs net deferred tax assets in the future, the unrecoverable portion of the deferred tax assets would be charged to earnings during the period in which such determination is made. Likewise, if Ricoh were to later
determine that it is more likely than not that the net deferred tax assets would be recoverable, the previously recorded valuation allowance would be reversed. In order to recover its deferred tax assets, Ricoh must be able to generate sufficient
taxable income in the tax jurisdictions in which the deferred tax assets are located. The amount of valuation allowances increased from ¥42,553 million yen at March 31, 2012 to ¥56,081 million yen. The increase is primarily
attributable to a certain U.S. subsidiary which continues to incur losses and sufficient taxable income is not expected to be generated in the future as of March 31, 2013 as well as the valuation allowance for deferred tax assets
denominated in foreign currencies (mostly U.S. dollars) due to the depreciation of Japanese Yen.
-44-
NEW ACCOUNTING STANDARDS NOT YET ADOPTED
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-02. This ASU requires
an entity to report the effect of reclassifications out of accumulated other comprehensive income. This ASU is effective prospectively for reporting periods after December 15, 2012. The adoption of ASU 2013-02 will not have any effect on
Ricohs consolidated financial position or results of operations.
-45-
A. Operating Results
The following table sets forth selected consolidated financial data, including data expressed as a percentage of total consolidated net sales for the periods indicated, and the change in each consolidated
financial line item between the indicated fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen (except percentages)
|
|
|
% Change
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
¥
|
935,280
|
|
|
|
|
|
|
¥
|
876,399
|
|
|
|
|
|
|
¥
|
868,128
|
|
|
|
|
|
|
|
(6.3
|
)
|
|
|
(0.9
|
)
|
Post sales and rentals
|
|
|
901,402
|
|
|
|
|
|
|
|
920,827
|
|
|
|
|
|
|
|
941,564
|
|
|
|
|
|
|
|
2.2
|
|
|
|
2.3
|
|
Other revenue
|
|
|
104,654
|
|
|
|
|
|
|
|
106,251
|
|
|
|
|
|
|
|
114,805
|
|
|
|
|
|
|
|
1.5
|
|
|
|
8.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,941,336
|
|
|
|
100.0
|
%
|
|
|
1,903,477
|
|
|
|
100.0
|
%
|
|
|
1,924,497
|
|
|
|
100.0
|
%
|
|
|
(2.0
|
)
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
|
647,155
|
|
|
|
|
|
|
|
626,426
|
|
|
|
|
|
|
|
628,509
|
|
|
|
|
|
|
|
(3.2
|
)
|
|
|
0.3
|
|
Post sales and rentals
|
|
|
427,796
|
|
|
|
|
|
|
|
448,478
|
|
|
|
|
|
|
|
446,302
|
|
|
|
|
|
|
|
4.8
|
|
|
|
(0.5
|
)
|
Other revenue
|
|
|
77,444
|
|
|
|
|
|
|
|
75,951
|
|
|
|
|
|
|
|
81,085
|
|
|
|
|
|
|
|
(1.9
|
)
|
|
|
6.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,152,395
|
|
|
|
59.4
|
%
|
|
|
1,150,855
|
|
|
|
60.5
|
%
|
|
|
1,155,896
|
|
|
|
60.1
|
%
|
|
|
(0.1
|
)
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
788,941
|
|
|
|
40.6
|
%
|
|
|
752,622
|
|
|
|
39.5
|
%
|
|
|
768,601
|
|
|
|
39.9
|
%
|
|
|
(4.6
|
)
|
|
|
2.1
|
|
Selling, general and administrative expenses
|
|
|
729,220
|
|
|
|
37.6
|
%
|
|
|
703,511
|
|
|
|
37.0
|
%
|
|
|
690,735
|
|
|
|
35.9
|
%
|
|
|
(3.5
|
)
|
|
|
(1.8
|
)
|
Restructuring charges
|
|
|
885
|
|
|
|
0.0
|
%
|
|
|
30,169
|
|
|
|
1.6
|
%
|
|
|
13,053
|
|
|
|
0.6
|
%
|
|
|
|
|
|
|
(56.7
|
)
|
Loss on impairment of goodwill
|
|
|
|
|
|
|
|
|
|
|
27,491
|
|
|
|
1.4
|
%
|
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
|
|
Loss on impairment of long-lived assets
|
|
|
765
|
|
|
|
0.0
|
%
|
|
|
9,519
|
|
|
|
0.4
|
%
|
|
|
1,379
|
|
|
|
0.1
|
%
|
|
|
|
|
|
|
(85.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
58,071
|
|
|
|
3.0
|
%
|
|
|
(18,068
|
)
|
|
|
(0.9
|
)%
|
|
|
63,434
|
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income
|
|
|
(2,985
|
)
|
|
|
|
|
|
|
(3,129
|
)
|
|
|
|
|
|
|
(3,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
8,528
|
|
|
|
|
|
|
|
6,979
|
|
|
|
|
|
|
|
7,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange loss, net
|
|
|
5,956
|
|
|
|
|
|
|
|
4,355
|
|
|
|
|
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on impairment of securities
|
|
|
1,844
|
|
|
|
|
|
|
|
5,012
|
|
|
|
|
|
|
|
332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
559
|
|
|
|
|
|
|
|
652
|
|
|
|
|
|
|
|
479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
13,902
|
|
|
|
0.7
|
%
|
|
|
13,869
|
|
|
|
0.8
|
%
|
|
|
5,261
|
|
|
|
3.0
|
%
|
|
|
(0.2
|
)
|
|
|
(62.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and equity in earnings of affiliates
|
|
|
44,169
|
|
|
|
2.3
|
%
|
|
|
(31,937
|
)
|
|
|
(1.7
|
)%
|
|
|
58,173
|
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
22,410
|
|
|
|
1.2
|
%
|
|
|
8,223
|
|
|
|
0.4
|
%
|
|
|
20,838
|
|
|
|
1.1
|
%
|
|
|
(63.3
|
)
|
|
|
153.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of affiliates
|
|
|
(22
|
)
|
|
|
|
|
|
|
39
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income
|
|
|
21,737
|
|
|
|
1.1
|
%
|
|
|
(40,121
|
)
|
|
|
(2.1
|
)%
|
|
|
37,366
|
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interests
|
|
|
3,107
|
|
|
|
0.2
|
%
|
|
|
4,439
|
|
|
|
0.2
|
%
|
|
|
4,899
|
|
|
|
0.2
|
%
|
|
|
42.9
|
|
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Ricoh Company, Ltd.
|
|
|
18,630
|
|
|
|
1.0
|
%
|
|
|
(44,560
|
)
|
|
|
(2.3
|
)%
|
|
|
32,467
|
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEN
|
|
|
Change
|
|
Reference: Exchange Rates*
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
US$ 1
|
|
¥
|
85.77
|
|
|
|
|
|
|
¥
|
79.08
|
|
|
|
|
|
|
¥
|
83.06
|
|
|
|
|
|
|
¥
|
(6.69
|
)
|
|
¥
|
3.98
|
|
EURO 1
|
|
¥
|
113.28
|
|
|
|
|
|
|
¥
|
109.05
|
|
|
|
|
|
|
¥
|
107.08
|
|
|
|
|
|
|
¥
|
(4.23
|
)
|
|
¥
|
(1.97
|
)
|
*
|
These rates are the annual average exchange rates calculated by Ricoh using the daily average TTM rates published by The Bank of Tokyo-Mitsubishi UFJ, Ltd. These rates
are used when consolidating the financial results of Ricohs overseas subsidiaries with those of the Company.
|
-46-
SALES BY PRODUCT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen (except for percentages)
|
|
|
% Change
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
Imaging & Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office Imaging
|
|
¥
|
1,381,175
|
|
|
|
71.2
|
%
|
|
¥
|
1,323,263
|
|
|
|
69.5
|
%
|
|
¥
|
1,329,608
|
|
|
|
69.1
|
%
|
|
|
(4.2
|
)
|
|
|
0.5
|
|
Production Printing
|
|
|
150,044
|
|
|
|
7.7
|
|
|
|
148,564
|
|
|
|
7.8
|
|
|
|
147,040
|
|
|
|
7.6
|
|
|
|
(1.0
|
)
|
|
|
(1.0
|
)
|
Network System Solutions
|
|
|
181,411
|
|
|
|
9.3
|
|
|
|
199,273
|
|
|
|
10.5
|
|
|
|
208,743
|
|
|
|
10.8
|
|
|
|
9.8
|
|
|
|
4.8
|
|
Industrial Products
|
|
|
107,032
|
|
|
|
5.5
|
|
|
|
98,052
|
|
|
|
5.2
|
|
|
|
93,094
|
|
|
|
4.8
|
|
|
|
(8.4
|
)
|
|
|
(5.1
|
)
|
Other
|
|
|
121,674
|
|
|
|
6.3
|
|
|
|
134,325
|
|
|
|
7.0
|
|
|
|
146,012
|
|
|
|
7.7
|
|
|
|
10.4
|
|
|
|
8.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
1,941,336
|
|
|
|
100.0
|
%
|
|
¥
|
1,903,477
|
|
|
|
100.0
|
%
|
|
¥
|
1,924,497
|
|
|
|
100.0
|
%
|
|
|
(2.0
|
)
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1)
|
The above consolidated financial data set forth net sales to external customers by product.
|
(2)
|
The product categories in Imaging & Solutions were classified into Office Imaging, Production Printing and Network System Solutions in fiscal year 2013 from
the previous product categories of Imaging Solutions and Network System Solutions. In addition, certain products were reclassified into the Network System Solutions product category in Imaging & Solutions and Industrial Products from Other
in fiscal year 2013. Figures for the prior years set forth in the above table have been reclassified to reflect such changes.
|
Fiscal Year
2013
Compared
to Fiscal Year
2012
Net sales
. Consolidated net sales for fiscal year 2013 increased by 1.1% (or ¥21.0 billion) to ¥1,924.4 billion from
¥1,903.4 billion for fiscal year 2012. For fiscal year 2013, Ricoh reported an increase in net sales in the Imaging & Solutions operating segment and the Other operating segment. When excluding the impact of foreign currency exchange
rate fluctuations, Ricohs consolidated net sales would have remained relatively flat.
More specifically, the increase
in net sales was due primarily to the increase in other revenue of 8.1% and the increase in post sales and rental of 2.3%, despite the 0.9% decrease in sale of products.
Products
. The 0.9% decrease in net sales derived from products was due primarily to the decrease in net sales overseas. Even though the total number of units sold in the Americas and Europe
increased compared to the previous fiscal year, sales of high-end products decreased due to restrained capital investments by large customers in the developed countries to whom Ricohs high-end products are targeted. High-end products refer to
products that have high print speeds, such as the MP 9002/7502/6002/6002 GP series that it introduced during fiscal year 2013. The decrease in sales of high-end products resulted in a decrease in net sales for fiscal year 2013. Moreover, the boycott
of Japanese products in China also led to a decrease in sales in China. The weakening of the Japanese Yen towards the end of fiscal year 2013 positively affected sales, but in total, net sales derived from products decreased compared to the previous
fiscal year. Despite such business and economic environment, Ricoh continued to introduce new MFP product models during fiscal year 2013. The introduction of these new product models contributed to the increase in sales of Ricohs color
products in the domestic market and also to the increase in sales of MFPs that can handle up to A4-sized paper and color products overseas.
-47-
Post sales and rentals
. Net sales derived from post sale services and rentals of
equipment increased by 2.3% as compared to fiscal year 2012. This increase was primarily generated by the increase in overseas sales due to (1) the depreciation of the Yen against the U.S. Dollar towards the end of the fiscal year,
(2) the increase in sales of MDS achieved through investments made in the development and deployment of a suite of cloud-type tools for device and print management purposes, increased headcount of professional staff that assist customers and
improved services provided by its staff to customers as Ricoh provided intensive training for its MDS staff globally, (3) the increase in IT services revenue brought in through the acquisition of a German IT services company, ADA-Das SystemHaus
GmbH (ADA), which was one of Germanys leading IT services company and has the capacity to provide a full line of IT infrastructure services to the mid- to large-sized customers and (4) the increase in the production printing
after-service revenue achieved through the increase in the sales of internally developed cut sheet products. In the domestic market, even though customers total printing volume increased compared to the previous fiscal year, competition led to
a decrease in the cost per page charges, which resulted in a decrease in sales. The increase in overseas sales offset fully the decreased sales in the domestic market, resulting in an increase in net sales derived from post sales and rentals for
fiscal year 2013.
Other revenue
. Net sales derived from other sources (such as digital cameras, financing and
logistics) increased by 8.1% as compared to the previous fiscal year due mainly to increased net sales from digital cameras and financing services. Pentax Ricoh Imaging Co., Ltd., which was established through an acquisition in the second half of
fiscal year 2012 and whose net sales were reflected for the full fiscal year for the first time, contributed to the increase in sales of the Companys digital camera products. Net sales from financing services increased due primarily to Ricoh
Leasing Co., Ltd. in Japan recording an increase in leasing volume during fiscal year 2013. This increase was due primarily to (1) improved value added product offerings to leasing customers through Ricohs collaboration with its vendors,
(2) improved sales relationships with its preferred customers and (3) increased demand in leased equipment in light of the recovery and restoration of the areas affected by the Great East Japan Earthquake.
Cost of sales and Gross profit
. Consolidated cost of sales for fiscal year 2013 increased by 0.4% (or ¥5.0 billion) to
¥1,155.8 billion from ¥1,150.8 billion for fiscal year 2012. Cost of sales increased at a rate less than the rate at which net sales increased, as compared to fiscal year 2012. This was achieved due primarily to the increase in sales of post
sales and rentals with low cost of sales ratio as discussed below. In addition, the group-wide activities to streamline costs has contributed to the decrease in cost of sales.
Consolidated gross profit for fiscal year 2013 increased by 2.1% (or ¥16.0 billion) to ¥768.6 billion from ¥752.6 billion for fiscal year 2012. The gross profit ratio increased from 39.5% to
39.9% due primarily to the increase in sales of post sales and rentals and the group-wide activities to streamline costs, as well as sales in the Americas having low cost of sales ratio due to the weakening of the Japanese Yen against the
U.S. Dollar towards the end of fiscal year 2013.
Products
. Even though sales derived from products decreased,
cost of sales derived from products increased by 0.3% due primarily to the decrease in sales of high end products with higher profit margins, such as the MP 9002/7502/6002/6002 GP series, that was introduced during fiscal year 2013, and increased
sales of the more aggressively priced MFPs that can handle up to A4-sized paper in the emerging markets.
-48-
Post sales and rentals
. Cost of sales decreased even though sales increased due to
(1) the increase in sales of MDS and IT services with low cost of sales ratio, and (2) the increase in sales of supplies in the Americas with low cost of sales ratio, which was achieved by the depreciation of the Japanese Yen relative to
the U.S. Dollar towards the end of fiscal year 2013. This resulted in an increase in gross profit ratio of 1.3%.
Other revenue
. Cost of sales derived from other sources (such as digital cameras, financing and logistics) increased by
6.8% due primarily to the increase in sales. This increase was due to a higher cost of sales ratio caused by the decrease in interest rates for financings.
Selling, general and administrative expenses
. Consolidated selling, general and administrative expenses for fiscal year 2013 decreased by 1.8% (or ¥12.8 billion) to ¥690.7 billion from
¥703.5 billion for fiscal year 2012. Despite an increase in selling, general and administrative expenses due to (1) additional investments made for both new businesses and the IT service business, (2) the depreciation of the Japanese Yen
against the U.S. Dollar towards the end of fiscal year 2013 and (3) Pentax Ricoh Imaging Co., Ltd. being reflected for the full fiscal year for the first time, such increase was more than offset by the decrease in costs achieved through
Ricohs continuing restructuring efforts and efforts to reduce R&D expenses incurred for the development of new products.
Restructuring charges
. Consolidated restructuring charges for fiscal year 2013 decreased by ¥17.1 billion to ¥13.0 billion from ¥30.1 billion for fiscal year 2012. Ricoh continued its
restructuring activities in order to enhance competitiveness and improve profitability. The fiscal year 2013 restructuring charges of ¥13.0 billion consisted of ¥5.7 billion recorded by the Company and its domestic subsidiaries, and ¥7.3
billion recorded by its overseas subsidiaries. See Note [21] to the Consolidated Financial Statements for additional information.
Operating income (loss)
. Consolidated operating income for fiscal year 2013 increased to ¥63.4 billion from a loss of ¥18.0 billion for fiscal year 2012. This increase in operating income
compared to fiscal year 2012 was due primarily to the increase in gross profit resulting from the increase in net sales and the decrease in selling, general and administrative expenses.
Interest and dividend income
. Consolidated interest and dividend income for fiscal year 2013 decreased by ¥0.1
billion to ¥3.0 billion from ¥3.1 billion for fiscal year 2012.
Interest expense
. Consolidated interest
expense for fiscal year 2013 increased by ¥0.4 billion to ¥7.3 billion from ¥6.9 billion for fiscal year 2012.
Foreign currency exchange loss, net
. Consolidated foreign currency exchange loss, net included in other (income) expenses for
fiscal year 2013 decreased by ¥4.2 billion to ¥0.1 billion from ¥4.3 billion for fiscal year 2012. This decrease was due primarily to a decrease in foreign currency exchange loss in relation to loans made to affiliates.
Loss on impairment of securities.
Consolidated loss on impairment of securities for fiscal year 2013 decreased by ¥4.7 billion
to ¥0.3 billion from ¥5.0 billion for fiscal year 2012.
-49-
Other, net
. Consolidated other, net included in other (income) expenses for fiscal
year 2013 decreased by ¥0.2 billion to an expense of ¥0.4 billion from an expense of ¥0.6 billion for fiscal year 2012.
Provision for income taxes.
Total consolidated provision for income taxes for fiscal year 2013 increased by ¥12.6 billion to ¥20.8 billion from ¥8.2 billion for fiscal year 2012. The
expected statutory rate and effective tax rate during fiscal year 2013 were 38% and 36%, respectively. The difference between the expected statutory tax benefit rate and the effective tax rate resulted primarily from (1) the difference in the
statutory tax rates applicable between the Company and Ricohs overseas subsidiaries and (2) a decrease in tax credit, which partially offset an increase in the valuation allowance for certain deferred taxes. See Note [9] to the
Consolidated Financial Statements for additional information.
Equity in earnings (losses) of affiliates
. Consolidated
equity in earnings (losses) of affiliates for fiscal year 2013 decreased by ¥8 million to ¥31 million from ¥39 million for fiscal year 2012.
Net income attributable to noncontrolling interests
. Consolidated net income attributable to noncontrolling interests for fiscal year 2013 increased by ¥0.4 billion to ¥4.8 billion from
¥4.4 billion for fiscal year 2012. This increase was due primarily to the improved performance of Ricoh Leasing Co., Ltd. for fiscal year 2013.
Net income (loss) attributable to Ricoh Company, Ltd.
Consolidated net income (loss) attributable to the Company for fiscal year 2013 increased by ¥76.9 billion to ¥32.4 billion from a loss
of ¥44.5 billion for fiscal year 2012 due primarily to an increase in operating income.
-50-
Operating Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen (except for percentages)
|
|
|
% Change
|
|
|
|
2012
|
|
|
2013
|
|
|
Imaging & Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,671,100
|
|
|
|
100.0
|
%
|
|
¥
|
1,685,391
|
|
|
|
100.0
|
%
|
|
|
0.9
|
|
Operating expenses
|
|
|
1,616,132
|
|
|
|
96.7
|
|
|
|
1,547,435
|
|
|
|
91.8
|
|
|
|
(4.3
|
)
|
Operating income
|
|
¥
|
54,968
|
|
|
|
3.3
|
%
|
|
¥
|
137,956
|
|
|
|
8.2
|
%
|
|
|
151.0
|
|
Industrial Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
102,783
|
|
|
|
100.0
|
%
|
|
¥
|
97,408
|
|
|
|
100.0
|
%
|
|
|
(5.2
|
)
|
Operating expenses
|
|
|
104,448
|
|
|
|
101.6
|
|
|
|
98,262
|
|
|
|
100.9
|
|
|
|
(5.9
|
)
|
Operating loss
|
|
¥
|
(1,665
|
)
|
|
|
(1.6
|
)%
|
|
¥
|
(854
|
)
|
|
|
(0.9
|
)%
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
134,325
|
|
|
|
100.0
|
%
|
|
¥
|
146,012
|
|
|
|
100.0
|
%
|
|
|
8.7
|
|
Operating expenses
|
|
|
139,083
|
|
|
|
103.5
|
|
|
|
151,282
|
|
|
|
103.6
|
|
|
|
8.8
|
|
Operating loss
|
|
¥
|
(4,758
|
)
|
|
|
(3.5
|
)%
|
|
¥
|
(5,270
|
)
|
|
|
(3.6
|
)%
|
|
|
|
|
Corporate and Elimination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
(4,731
|
)
|
|
|
|
|
|
¥
|
(4,314
|
)
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
61,882
|
|
|
|
|
|
|
|
64,084
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
¥
|
(66,613
|
)
|
|
|
|
|
|
¥
|
(68,398
|
)
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,903,477
|
|
|
|
100.0
|
%
|
|
¥
|
1,924,497
|
|
|
|
100.0
|
%
|
|
|
1.1
|
|
Operating expenses
|
|
|
1,921,545
|
|
|
|
100.9
|
|
|
|
1,861,063
|
|
|
|
96.7
|
|
|
|
(3.1
|
)
|
Operating income (loss)
|
|
¥
|
(18,068
|
)
|
|
|
(0.9
|
)%
|
|
¥
|
63,434
|
|
|
|
3.3
|
%
|
|
|
|
|
Notes:
(1)
|
The above segment financial data, which set forth net sales, operating expenses and operating income (loss) for each operating segment, include both transactions with
external customers as well as intersegment transactions. Notwithstanding the foregoing, all net sales recorded in the Imaging & Solutions operating segment and the Other operating segment reflect sales to external customers only, as none of
the products in the Imaging & Solutions operating segment or the Other operating segment were sold to other Ricoh group companies that conduct businesses in the other operating segments. Accordingly, the segment net sales figures for the
Imaging & Solutions operating segment set forth in the above table are the aggregate of the sales figures for the Office Imaging product category, the Production Printing product category and the Network System Solutions product category
set forth in the SALES BY PRODUCT table included under Item 5.A. Operating Results.
|
(2)
|
The product categories in Imaging & Solutions were classified into Office Imaging, Production Printing and Network System Solutions in fiscal year 2013 from
the previous product categories of Imaging Solutions and Network System Solutions. In addition, certain products were reclassified into the Network System Solutions product category in Imaging & Solutions and Industrial Products from Other
in fiscal year 2013. Figures for the prior years set forth in the above table have been reclassified to reflect such changes.
|
Imaging & Solutions
Net sales in the Imaging & Solutions operating segment for fiscal year 2013 increased by 0.9% (or ¥14.2 billion) to
¥1,685.3 billion from ¥1,671.1 billion for fiscal year 2012. Excluding the net effect of the foreign currency exchange rate fluctuations, sales in the Imaging & Solutions operating segment would have decreased by 0.3% (or ¥4.7
billion) for fiscal year 2013 as compared to fiscal year 2012, due to decreased net sales in the domestic market.
More
specifically, sales in the Office Imaging product category for fiscal year 2013 increased by 0.5% (or ¥6.4 billion) to ¥1,329.6 billion from ¥1,323.2 billion for fiscal year 2012. This increase was due primarily to the increase in
overseas sales, especially in the Americas, and the depreciation of the Japanese Yen against the U.S. Dollar towards the end of the fiscal year. In the Americas, the gradual recovery of the U.S. economy contributed to the increase in sales of
Ricohs MFP and laser printer products as well as the increase in the MDS sales achieved through Ricohs continued investments in MDS business. Such increases in sales completely offset the decrease in after-sales revenue for the domestic
market as Ricoh decreased its cost per page charges to remain competitive.
-51-
To strengthen its product lineup, Ricoh continued to introduce new MFP models, such as MFPs
that can handle up to A4-sized paper and color MFPs, in fiscal year 2013. As a result, sales of MFPs that can handle up to A4-sized paper increased in the overseas market and the number of color machine units sold increased in both the domestic and
overseas markets.
Sales in the Production Printing product category for fiscal year 2013 decreased by 1.0% (or ¥1.5
billion) to ¥147.0 billion from ¥148.5 billion for fiscal year 2012. The decrease in sales of third party products (such as non-Ricoh products sold by Ricoh subsidiaries) were the main cause for the decrease in sales in this product
category. Even under such conditions, Ricohs internally developed cut sheet printers achieved solid increase in sales during fiscal year 2013.
Sales in the Network System Solutions product category for fiscal year 2013 increased by 4.8% (or ¥9.5 billion) to ¥208.7 billion from ¥199.2 billion for fiscal year 2012. This increase was
due primarily to (1) realigning the functional organization for accelerating the implementation of IT services, (2) the development of human resources and (3) sales from ADA, a German IT services company acquired by Ricoh during
fiscal year 2013. Furthermore, increased sales of new businesses such as projectors and UCS also contributed to the increase in sales in this product category.
Gross profit increased due primarily to the appreciation of the U.S. Dollar against the Japanese Yen and Ricohs continuing efforts to implement group-wide activities to streamline costs.
Operating expense decreased due to a decrease in impairment costs of long-lived assets and a decrease in goodwill impairment
costs which were not incurred during fiscal year 2013. Furthermore, the decrease by ¥16.2 billion as compared to fiscal year 2012 of total severance-related expenses and other restructuring costs incurred along with the continued group-wide
activities to streamline costs contributed to the decrease in total expenses. In addition, Ricohs continuing efforts to streamline the design process helped to keep R&D expenses down during the development phase of new products, which also
contributed to the decrease in operating expense ratio for fiscal year 2013.
As a result of the above, operating income for
the Imaging & Solutions operating segment for fiscal year 2013 increased by ¥83.0 billion to ¥137.9 billion from ¥54.9 billion for fiscal year 2012.
-52-
Industrial Products
Net sales in the Industrial Products operating segment for fiscal year 2013 decreased by 5.2% (or ¥5.3 billion) to ¥97.4 billion from ¥102.7 billion for fiscal year 2012. This decrease was due
primarily to the decrease in sales of semiconductor devices and measuring equipment. With respect to semiconductor devices, Ricoh experienced a decrease in net sales because of the continued downturn in the Japanese market for analog one-chip LSIs
for cellular phones and power and battery management ICs. With respect to measuring equipment, sales decreased due primarily to the transfer of operations to AIREX Co., Ltd., a company established with Aichi Tokei Denki Co., Ltd. as the co-parent.
Sales in the thermal business on the other hand increased due to the successful development of products that meet customer needs. Furthermore, to increase our presence in the global market and increase sales, especially in the emerging market, Ricoh
established a new business facility in India in June 2012 to oversee the Asia Pacific region. In addition, Ricoh has also taken steps to work with local dealerships to strengthen its sales channel in the emerging market.
Operating expenses in this segment for fiscal year 2013 decreased due primarily to Ricoh being able to procure raw materials used in the
thermal media business at lower costs, which contributed to the increase in gross profit. In addition, total operating expenses decreased due to Ricohs continuing group-wide activities to streamline costs. The activities to streamline costs
were effective especially in the electronic devices business (such as the semiconductor business) in which cost of sales and selling, general and administrative costs decreased even with the reduction in sales. Furthermore, severance-related
expenses and other restructuring costs incurred during fiscal year 2013 decreased by ¥1.2 billion as compared to the previous fiscal year, which also contributed to the decrease in operating expenses.
As a result of the above, the Industrial Products operating segment for fiscal year 2013 reported an operating loss of ¥0.8 billion
from an operating loss of ¥1.6 billion for fiscal year 2012.
Other
Net sales in the Other operating segment for fiscal year 2013 increased by 8.7% (or ¥11.7 billion) to ¥146.0 billion from
¥134.3 billion for fiscal year 2012 due mainly to increased net sales from digital cameras and financing services. Pentax Ricoh Imaging Co., Ltd., which was established through an acquisition in the second half of fiscal year 2012 and whose net
sales were reflected for the full fiscal year for the first time, contributed to the increase in sales of Ricohs digital camera products. Net sales from financing services increased due primarily to Ricoh Leasing Co., Ltd. in Japan recording
an increase in leasing volume during fiscal year 2013. This increase was due primarily to (1) improved value added product offerings to leasing customers through Ricohs collaboration with its vendors, (2) improved sales relationships
with its preferred customers and (3) increased demand in leased equipment in light of the recovery and restoration of the areas affected by the Great East Japan Earthquake.
-53-
Operating expenses in this operating segment increased due to the decline in profit margin
in the financing business and the increase in expenses relating to the digital camera business. With regards to the financing business, the decrease in interest rates led to a decline in profit margin and gross profit did not increase as much as the
increase in sales from financing. Furthermore, restructuring costs incurred in the digital camera business led to an increase in operating expense, which resulted in an increase in the loss incurred for this business. After the acquisition of PENTAX
imaging systems business from HOYA Corporation, the Company has taken steps to strategically focus its sales on digital SLRs, and hybrid and high-end compact digital cameras for growth. Because of this change in business strategy, the Company
incurred significant losses on abandonment of goods, which was completed during fiscal year 2013. The digital camera business showed a steady increase in sales and Ricoh received positive reviews from the market on the new products it released
during the second half of fiscal year 2013.
As a result of the above, operating loss for the Other operating segment for
fiscal year 2013 increased by ¥0.5 billion to ¥5.2 billion as compared to ¥4.7 billion for fiscal year 2012.
-54-
Geographic Information by Geographic Origin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen (except for percentages)
|
|
|
% Change
|
|
|
|
2012
|
|
|
2013
|
|
|
Japan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,274,596
|
|
|
|
100.0
|
%
|
|
¥
|
1,262,302
|
|
|
|
100.0
|
%
|
|
|
(1.0
|
)
|
Operating expenses
|
|
|
1,293,454
|
|
|
|
101.5
|
|
|
|
1,235,391
|
|
|
|
97.9
|
|
|
|
(4.5
|
)
|
Operating income (loss)
|
|
¥
|
(18,858
|
)
|
|
|
(1.5
|
)%
|
|
¥
|
26,911
|
|
|
|
2.1
|
%
|
|
|
|
|
The Americas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
475,393
|
|
|
|
100.0
|
%
|
|
¥
|
500,955
|
|
|
|
100.0
|
%
|
|
|
5.4
|
|
Operating expenses
|
|
|
501,785
|
|
|
|
105.6
|
|
|
|
494,295
|
|
|
|
98.7
|
|
|
|
(1.5
|
)
|
Operating income (loss)
|
|
¥
|
(26,392
|
)
|
|
|
(5.6
|
)%
|
|
¥
|
6,660
|
|
|
|
1.3
|
%
|
|
|
|
|
Europe, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
416,210
|
|
|
|
100.0
|
%
|
|
¥
|
415,425
|
|
|
|
100.0
|
%
|
|
|
(0.2
|
)
|
Operating expenses
|
|
|
398,537
|
|
|
|
95.8
|
|
|
|
389,244
|
|
|
|
93.7
|
|
|
|
(2.3
|
)
|
Operating income
|
|
¥
|
17,673
|
|
|
|
4.2
|
%
|
|
¥
|
26,181
|
|
|
|
6.3
|
%
|
|
|
48.1
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
278,159
|
|
|
|
100.0
|
%
|
|
¥
|
311,255
|
|
|
|
100.0
|
%
|
|
|
11.9
|
|
Operating expenses
|
|
|
270,479
|
|
|
|
97.2
|
|
|
|
298,502
|
|
|
|
95.9
|
|
|
|
10.4
|
|
Operating income
|
|
¥
|
7,680
|
|
|
|
2.8
|
%
|
|
¥
|
12,753
|
|
|
|
4.1
|
%
|
|
|
66.1
|
|
Corporate and Elimination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
(540,881
|
)
|
|
|
|
|
|
¥
|
(565,440
|
)
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
(542,710
|
)
|
|
|
|
|
|
|
(556,369
|
)
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
¥
|
1,829
|
|
|
|
|
|
|
¥
|
(9,071
|
)
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,903,477
|
|
|
|
100.0
|
%
|
|
¥
|
1,924,497
|
|
|
|
100.0
|
%
|
|
|
1.1
|
|
Operating expenses
|
|
|
1,921,545
|
|
|
|
100.9
|
|
|
|
1,861,063
|
|
|
|
96.7
|
|
|
|
(3.1
|
)
|
Operating income (loss)
|
|
¥
|
(18,068
|
)
|
|
|
(0.9
|
)%
|
|
¥
|
63,434
|
|
|
|
3.3
|
%
|
|
|
|
|
Notes:
(1)
|
The above consolidated financial data, which set forth net sales, operating expenses and operating income (loss) for each geographic area by geographic origin, include
both transactions with external customers as well as transactions between geographic areas.
|
(2)
|
The Middle East and Africa were reclassified from the Other geographic area into the Europe geographic area in fiscal year 2013. Figures for the prior fiscal years set
forth in the above table have been reclassified to reflect such changes.
|
Japan
Sales in Japan for fiscal year 2013 decreased by 1.0% (or ¥12.2 billion) to ¥1,262.3 billion from ¥1,274.5 billion for fiscal
year 2012. One of the main reasons for this decrease was caused by the severe business environment and increased competition that led to a decrease in the cost per copy charge of Ricohs core MFP products. The decrease in cost per copy charge
resulted in an after-sales revenue decrease in fiscal year 2013 even though TDV increased. In addition, the slow rate of economic recovery in the Americas and Europe caused a decrease in export sales of PPCs/MFPs from Japan. Furthermore, the sales
decrease with respect to semiconductor devices caused by the continuing downturn in the Japanese market for analog one-chip LSIs for cellular phones and power and battery management ICs, and the decrease in sales of measuring equipment due to the
transfer of this operation to AIREX Co., Ltd., which is a company established with Aichi Tokei Denki Co., Ltd. as the co-parent, both adversely affected total sales in Japan. While sales of Pentax Ricoh Imaging Co., Ltd. were reflected for the full
fiscal year for the first time thereby increasing sales in Japan, such increase in sales was not sufficient to offset the decrease in sales mentioned above, which resulted in an overall sales decrease in Japan.
-55-
Operating expense in Japan decreased due primarily to a decrease in impairment costs of
long-lived assets and a decrease in impairment costs of goodwill which were not incurred in fiscal year 2013 (in fiscal year 2012, Ricoh incurred a total of ¥15.1 billion in impairment costs of long-lived assets and goodwill). Furthermore, total
severance-related expenses and other restructuring costs incurred during fiscal year 2013 decreased by ¥17.8 billion as compared to the previous fiscal year and contributed to the decrease in operating expenses, along with Ricohs
continuing group-wide activities to streamline costs.
As a result of the above, operating income (loss) in Japan for fiscal
year 2013 increased by ¥45.7 billion to an income of ¥26.9 billion from a loss of ¥18.8 billion for fiscal year 2012.
The
Americas
Net sales in the Americas for fiscal year 2013 increased by 5.4% (or ¥25.6 billion) to ¥500.9 billion from
¥475.3 billion for fiscal year 2012. The gradual recovery of the U.S. economy contributed to the increase in sales of Ricohs MFP and laser printer products in the U.S., Canada and Latin America. The weakening of the Japanese Yen against
the U.S. Dollar towards the end of fiscal year 2013 also contributed to the increase in overall sales in the Americas.
Operating expenses in the Americas for fiscal year 2013 decreased due primarily to a decrease in impairment costs of long-lived assets
and a decrease in impairment costs of goodwill which were not incurred in fiscal year 2013 (in fiscal year 2012, Ricoh incurred a total of ¥18.1 billion in impairment costs of long-lived assets and goodwill). On the other hand, restructuring
cost increased by ¥5.2 billion from the previous fiscal year due to fees incurred relating to the reorganization and optimization of Ricohs sales channels on a nationwide basis and additional expenses incurred in relation to the
integration of the IT systems used in the Americas. Even when excluding these costs, the increase in the operating expense ratio for fiscal year 2013 was less than the increase in the sales ratio, and Ricohs group-wide activities to streamline
costs contributed greatly in achieving such result.
As a result of the above, operating income for fiscal year 2013 increased
by ¥32.9 billion to an income of ¥6.6 billion from a loss of ¥26.3 billion for fiscal year 2012.
Europe, Middle East and Africa
Sales in Europe, Middle East and Africa for fiscal year 2013 decreased by 0.2% (or ¥0.8 billion) to ¥415.4 billion
from ¥416.2 billion for fiscal year 2012. Although the private sector investments decreased in light of the uncertain macroeconomic environment brought forth by the prolonged European debt crisis, Ricohs recent acquisition of the German IT
services company, ADA, contributed to the increase in sales of its IT service business. However, the Yens appreciation against the Euro for most of fiscal year 2013 offset this increase, resulting in a small decrease in sales.
-56-
Operating expenses in Europe, Middle East and Africa for fiscal year 2013 decreased by 2.3%
(or ¥9.3 billion) to ¥389.2 billion from ¥398.5 billion for fiscal year 2012. Operating expenses decreased due to the impairment loss on goodwill and long-lived assets in the amount of ¥1.9 billion incurred during fiscal year 2012
not being incurred for fiscal year 2013. In addition, Ricohs restructuring cost decreased by ¥5.3 billion as compared to the fiscal year 2012. Even if the above two factors that decreased operating expenses were not taken into
consideration, group-wide activities to streamline costs decreased operating expenses as compared to fiscal year 2012.
As a
result of the above, operating income for fiscal year 2013 increased by 48.1% (or ¥8.5 billion) to ¥26.1 billion from ¥17.6 billion for fiscal year 2012.
Other
Net sales in the Other geographic area, which includes China, Southeast
Asia and Oceania, increased for fiscal year 2013 by 11.9% (or ¥33.1 billion) to ¥311.2 billion from ¥278.1 billion for fiscal year 2012. This increase was due primarily to increased sales of low-end MFPs in the Asia Pacific region. In
addition, recovery from the flood in Thailand that occurred in fiscal year 2011 and the increase in sales from manufacturing subsidiaries in Asia to subsidiaries in other overseas geographic areas due to the weakened Yen contributed to an increase
in the sales in the Other geographic area.
Operating expenses in the Other geographic area for fiscal year 2013 increased by
10.4% (or ¥28.0 billion) to ¥298.5 billion from ¥270.5 billion for fiscal year 2012. This increase was due primarily to the increase in cost of sales resulting from the increase in sales. In addition, the impairment cost of ¥1.7
billion incurred in fiscal year 2012 was not incurred in fiscal year 2013 and such factor contributed to the increase in profit ratio. Even without the impact of the impairment cost, profit ratio improved by 0.7% due to the cost reduction activities
implemented by the manufacturing facilities.
As a result of the above, operating income for fiscal year 2013 increased by
66.1% (or ¥5.1 billion) to ¥12.7 billion from ¥7.6 billion for fiscal year 2012.
Fiscal Year 2012 Compared to Fiscal Year 2011
Net sales
. Consolidated net sales for fiscal year 2012 decreased by 2.0% (or ¥37.9 billion) to ¥1,903.4
billion from ¥1,941.3 billion for fiscal year 2011. For fiscal year 2012, Ricoh recorded a decrease in net sales in the Imaging & Solutions operating segment and the Industrial Products operating segment. This decrease was due primarily
to the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. Had the foreign currency exchange rates remained the same as in fiscal year 2011, Ricohs consolidated net sales would have increased by 1.2%.
More specifically, the 2.0% decrease in net sales was due primarily to the 6.3% decrease in sale of products, despite the 2.2% increase
in sales derived from post sales and rentals and the 1.5% increase in other revenue.
-57-
Products
. The 6.3% decrease in net sales derived from products was due primarily to
the appreciation of the Japanese Yen relative to the U.S. Dollar and the Euro. The decrease in net sales of PPCs/MFPs and laser printers also contributed to this decrease as customers decreased their capital investments in developed countries
in light of the slowly recovering economies. Ricohs shipments and manufacturing of products were delayed in light of disruptions to the transportation infrastructure and the shortage of fuel and materials caused by the Great East Japan
Earthquake and the flood in Thailand. Ricoh missed certain business opportunities otherwise available as a result of these delays, which contributed to the decrease in net sales.
Despite such business and economic environment, Ricoh continued to introduce new product models with advanced features in not only MFPs
but also production printing products during fiscal year 2012. The introduction of these new product models expanded Ricohs market coverage to include color cut sheets in the production printing area and increased the total number of color
MFPs sold as such units were favorably received in Japan.
Post sales and rentals
. Net sales derived from post sale
services and rentals of equipment increased 2.2% as compared to the previous fiscal year. This increase was due primarily to the increase in net sales generated by the network system solutions business, which provides support services to assist
customers establish a networked environment and customized printing solutions that satisfy customers individual needs. The continuing increase in the number of production printing machines that are in operation in light of Ricohs sales
efforts also contributed to the increase in net sales derived from post sale services. While customers continued to make efforts to decrease their printing costs by reducing total printing volume, which decreased Ricohs sales of supplies for
products and post sale services, such decrease was fully offset by the increased sales in the network system solutions business and the contribution to sales made by the increase in the number of production printing machines in operation.
Other revenue
. Net sales derived from other sources (such as financings and logistics) increased 1.5% as
compared to the previous fiscal year due mainly to increased net sales from financing services. Net sales from financing services increased due primarily to Ricoh Leasing Co., Ltd. in Japan recording an increase in leasing volume during fiscal year
2012 in part because of the ongoing reconstruction in the areas affected by the Great East Japan Earthquake.
Cost
of sales and Gross profit
. Consolidated cost of sales for fiscal year 2012 decreased by 0.1% (or ¥1.5 billion) to ¥1,150.8 billion from ¥1,152.3 billion for fiscal year 2011. This decrease was due primarily to the net effect of
depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen as well as the decrease in sales of products.
Consolidated gross profit for fiscal year 2012 decreased by 4.6% (or ¥36.3 billion) to ¥752.6 billion from ¥788.9 billion for
fiscal year 2011. The gross profit ratio decreased from 40.6% to 39.5% due primarily to the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. Due to the appreciation of the Japanese Yen, local
currency-denominated export sales of products primarily manufactured in Japan and distributed and sold by the Company to its overseas customers through its subsidiaries in the Americas and Europe caused Ricoh to generate lower sales margin in terms
of Japanese Yen as these subsidiaries were not able to increase the sales price of its products to make up for the shortfall arising from the appreciation of the Japanese Yen due to the competitive environment.
-58-
Products
. Cost of sales derived from products decreased by 3.2% due primarily to the
net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen as well as the decrease in sales of products. Due to the appreciation of the Japanese Yen, local currency-denominated export sales of products
primarily manufactured in Japan and distributed and sold by the Company to its overseas customers through its subsidiaries in the Americas and Europe caused Ricoh to generate lower sales margin in terms of Japanese Yen as these subsidiaries were not
able to increase the sales price of its products to make up for the shortfall arising from the appreciation of the Japanese Yen due to the competitive environment. As a result, despite ongoing cost reduction efforts made by Ricoh, such as efforts to
decrease production costs, the gross profit ratio of products decreased from 30.8% to 28.5%.
Post sales and rentals
.
Cost of sales derived from post sale services and rentals of equipment increased by 4.8% due primarily to the increase in sales derived from post sale services, such as support and maintenance services and sales of supplies for machines. Due
primarily to the decrease in sales prices for post sale services and rentals that Ricoh implemented to remain competitive in the market environment where customers made efforts to decrease their printing costs, gross profit ratio of post sale
services and rentals decreased from 52.5% to 51.3%.
Other revenue
. Cost of sales derived from other sources
(such as financings and logistics) decreased by 1.9% despite the increase in net sales. This decrease was mainly due to the decrease in financing costs as interest rates remained low in Japan. As a result, gross profit ratio of other revenue
improved from 26.0% to 28.5%
Selling, general and administrative expenses
. Consolidated selling,
general and administrative expenses for fiscal year 2012 decreased by 3.5% (or ¥25.7 billion) to ¥703.5 billion from ¥729.2 billion for fiscal year 2011. This decrease was due primarily to group-wide cost reduction efforts in the
manufacturing and sales operations as well as the effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen.
Restructuring charges
. Consolidated restructuring charges for fiscal year 2012 increased by ¥29.3 billion to ¥30.1 billion from ¥0.8 billion for fiscal year 2011. Ricoh initiated
restructuring activities in order to enhance competitiveness and improve profitability. The fiscal year 2012 restructuring charges of ¥30.1 billion consisted of ¥22.6 billion recorded by the Company and its domestic subsidiaries, and
¥7.5 billion recorded by its overseas subsidiaries. See Note [21] to the Consolidated Financial Statements for additional information.
Operating income (loss)
. Consolidated operating income (loss) for fiscal year 2012 decreased by ¥76.0 billion to a loss of ¥18.0 billion from an income of ¥58.0 billion for fiscal year
2011. Operating income (loss) as a percentage of net sales decreased by 3.9 percentage points from 3.0% for fiscal year 2011 to -0.9% for fiscal year 2012. This decrease in operating income compared to fiscal year 2011 was due primarily to the
decrease in gross profit resulting from the decrease in net sales and the increase in selling, general and administrative expenses.
-59-
Interest and dividend income
. Consolidated interest and dividend income
for fiscal year 2012 increased slightly by ¥0.2 billion to ¥3.1 billion from ¥2.9 billion for fiscal year 2011.
Interest expense
. Consolidated interest expense for fiscal year 2012 decreased by ¥1.6 billion to ¥6.9 billion from ¥8.5 billion for fiscal year 2011. Despite an increase in
interest-bearing debt in fiscal year 2012, Ricohs interest expense decreased as fiscal year 2012 was the first fiscal year to enjoy the full benefits of the tender offer for and subsequent purchase and retirement of high-interest bearing bonds
issued by IKON before maturity in the amount of ¥25.1 billion in December 2010.
Foreign currency exchange loss,
net
. Consolidated foreign currency exchange loss, net included in other (income) expenses for fiscal year 2012 decreased by ¥1.6 billion to ¥4.3 billion from ¥5.9 billion for fiscal year 2011. This decrease was due primarily to
Ricohs foreign exchange hedging activities which Ricoh engaged in to hedge the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen.
Loss on impairment of securities.
Consolidated loss on impairment of securities for fiscal year 2012 increased by ¥3.2 billion to ¥5.0 billion from ¥1.8 billion for fiscal
year 2011. This increase in loss on impairment of securities was attributable to the decrease in the stock markets in fiscal year 2012.
Other, net
. Consolidated other, net included in other (income) expenses for fiscal year 2012 increased by ¥0.1 billion to an expense of ¥0.6 billion from an expense of ¥0.5 billion for
fiscal year 2011.
Provision for income taxes.
Total consolidated provision for income taxes for fiscal year 2012
decreased by ¥14.2 billion to ¥8.2 billion from ¥22.4 billion for fiscal year 2011. The expected statutory tax benefit rate during fiscal year 2012 was -41%. However, Ricoh actually recognized income tax expense at an effective tax rate
of 26%. This decline in expected tax benefits in fiscal year 2012 primarily resulted from (1) a reduction to net deferred tax assets that existed on November 30, 2011 that had to be re-measured using new tax rates in accordance with the
change in Japanese tax law, (2) not being able to recognize a tax benefit for impairment losses on goodwill and (3) an increase in the valuation allowance for certain deferred tax assets. See Note [9] to the Consolidated Financial
Statements for additional information.
-60-
Equity in earnings (losses) of affiliates
. Consolidated equity in earnings (losses)
of affiliates for fiscal year 2012 increased by ¥61 million to an income of ¥39 million from a loss of ¥22 million for fiscal year 2011. See Note [6] to the Consolidated Financial Statements for additional information.
Net income attributable to noncontrolling interests
. Consolidated net income attributable to noncontrolling interests
for fiscal year 2012 increased by ¥1.3 billion to ¥4.4 billion from ¥3.1 billion for fiscal year 2011. This increase was due primarily to the improved performance of Ricoh Leasing Co., Ltd. for fiscal year 2012.
Net income (loss) attributable to Ricoh Company, Ltd.
Consolidated net income (loss) attributable to the Company for fiscal year
2012 decreased by ¥63.1 billion to a loss of ¥44.5 billion from an income of ¥18.6 billion for fiscal year 2011. This decrease was due primarily to a decrease in operating income of ¥76.0 billion, which was partially offset by a
decrease in the provision for income taxes by ¥14.2 billion.
-61-
Operating Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen (except for percentages)
|
|
|
% Change
|
|
|
|
2011
|
|
|
2012
|
|
|
Imaging & Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,712,630
|
|
|
|
100.0
|
%
|
|
¥
|
1,671,100
|
|
|
|
100.0
|
%
|
|
|
(2.4
|
)
|
Operating expenses
|
|
|
1,580,344
|
|
|
|
92.3
|
|
|
|
1,616,132
|
|
|
|
96.7
|
|
|
|
2.3
|
|
Operating income
|
|
¥
|
132,286
|
|
|
|
7.7
|
%
|
|
¥
|
54,968
|
|
|
|
3.3
|
%
|
|
|
(58.4
|
)
|
Industrial Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
112,445
|
|
|
|
100.0
|
%
|
|
¥
|
102,783
|
|
|
|
100.0
|
%
|
|
|
(8.6
|
)
|
Operating expenses
|
|
|
111,447
|
|
|
|
99.1
|
|
|
|
104,448
|
|
|
|
101.6
|
|
|
|
(6.3
|
)
|
Operating income (loss)
|
|
¥
|
998
|
|
|
|
0.9
|
%
|
|
¥
|
(1,665
|
)
|
|
|
(1.6
|
)%
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
121,674
|
|
|
|
100.0
|
%
|
|
¥
|
134,325
|
|
|
|
100.0
|
%
|
|
|
10.4
|
|
Operating expenses
|
|
|
126,577
|
|
|
|
104.0
|
|
|
|
139,083
|
|
|
|
103.5
|
|
|
|
9.9
|
|
Operating loss
|
|
¥
|
(4,903
|
)
|
|
|
(4.0
|
)%
|
|
¥
|
(4,758
|
)
|
|
|
(3.5
|
)%
|
|
|
|
|
Corporate and Elimination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
(5,413
|
)
|
|
|
|
|
|
¥
|
(4,731
|
)
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
64,897
|
|
|
|
|
|
|
|
61,882
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
¥
|
(70,310
|
)
|
|
|
|
|
|
¥
|
(66,613
|
)
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,941,336
|
|
|
|
100.0
|
%
|
|
¥
|
1,903,477
|
|
|
|
100.0
|
%
|
|
|
(2.0
|
)
|
Operating expenses
|
|
|
1,883,265
|
|
|
|
97.0
|
|
|
|
1,921,545
|
|
|
|
100.9
|
|
|
|
2.0
|
|
Operating income (loss)
|
|
¥
|
58,071
|
|
|
|
3.0
|
%
|
|
¥
|
(18,068
|
)
|
|
|
(0.9
|
)%
|
|
|
|
|
Notes:
(1)
|
The above segment financial data, which set forth net sales, operating expenses and operating income (loss) for each operating segment, include both transactions with
external customers as well as intersegment transactions. Notwithstanding the foregoing, all net sales recorded in the Imaging & Solutions operating segment and the Other operating segment reflect sales to external customers only, as none of
the products in the Imaging & Solutions operating segment or the Other operating segment were sold to other Ricoh group companies that conduct businesses in the other operating segments. Accordingly, the segment net sales figures for the
Imaging & Solutions operating segment set forth in the above table are the aggregate of the sales figures for the Imaging Solutions product category and the Network System Solutions product category set forth in the SALES BY
PRODUCT table included under Item 5.A. Operating Results.
|
(2)
|
Product Category in Imaging & Solutions was reclassified as Office Imaging, Production Printing and Network System Solutions in this fiscal year (Imaging
Solutions and Network System Solutions as previous category). Certain products were reclassified into Network System Solutions and Industrial Products from Other in this fiscal year. The above reclassification was made to the prior years
figures.
|
Imaging & Solutions
Net sales in the Imaging & Solutions operating segment for fiscal year 2012 decreased by 2.4% (or ¥41.5 billion) to ¥1,671.1 billion from ¥1,712.6 billion for fiscal year 2011. This
decrease was due primarily to the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. Excluding the net effect of the foreign currency exchange rate fluctuations, sales in the Imaging &
Solutions operating segment would have increased by 1.0% (or ¥16.9 billion) for fiscal year 2012 as compared to fiscal year 2011.
-62-
More specifically, sales in the Office Imaging product category for fiscal year 2012
decreased by 4.2% (or ¥57.9 billion) to ¥1,323.2 billion from ¥1,381.1 billion for fiscal year 2011. This decrease was due primarily to the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese
Yen. The decrease in net sales of PPCs/MFPs and laser printers also contributed to this decrease as customers decreased their capital investments in developed countries in light of the slowly recovering economies. Ricohs shipments and
manufacturing of products were delayed in light of disruptions to the transportation infrastructure and the shortage of fuel and materials caused by the Great East Japan Earthquake and the flood in Thailand. Ricoh missed certain business
opportunities otherwise available as a result of these delays, which also contributed to the decrease in net sale. Despite such adverse business and economic conditions, Ricoh continued to introduce new MFPs with advanced features during fiscal year
2012. The introduction of new product models increased the total number of color MFPs sold as such units were favorably received in Japan.
Sales in the Production Printing Product category for fiscal year 2012 decreased by 1.0% (or ¥1.5 billion) to ¥148.5 billion from ¥150.0 billion for fiscal year 2011. This decrease was due
primarily to the net effect of the depreciation of the U.S. Dollar and the Euro in relation to the Japanese Yen. Excluding the net effect of the foreign currency exchange rate fluctuations, sales in this category would have increased by 5.0%
(or ¥75.6 billion) for fiscal year 2012 as compared to fiscal year 2011. Ricoh continued to introduce new production printing products with advanced features during fiscal year 2012. The introduction of these new product models expanded
Ricohs market coverage of color cut sheets in the production printing area.
Sales in the Network System Solutions
product category for fiscal year 2012 increased by 9.8% (or ¥17.8 billion) to ¥199.2 billion from ¥181.4 billion for fiscal year 2011. Sales in the solutions business (such as support services that help customers establish networked
environments using Ricohs imaging solutions products and software solutions to optimize total printing costs) continued to increase in Japan and Europe for fiscal year 2012 as customers continued to seek products that streamlined the process
of document scanning, indexing and distribution by integrating hardware and software.
For fiscal year 2012, the cost of sales
in the Imaging & Solutions operating segment decreased in line with the decrease in sales. Due primarily to the appreciation of the Japanese Yen, local currency-denominated export sales of products primarily manufactured in Japan and
distributed and sold by the Company to its overseas customers through its subsidiaries in the Americas and Europe caused a decrease in gross profit as these subsidiaries were not able to increase the sales price of its products to make up for the
shortfall arising from the appreciation of the Japanese Yen due to the competitive environment. In addition, operating expenses for this operating segment increased for fiscal year 2012 due primarily to an impairment loss on goodwill and long-lived
assets for the production printing business in the amount of ¥37.0 billion and severance-related expenses and other restructuring charges in the amount of ¥29.7 billion. As a result, operating expenses in the Imaging & Solutions
operating segment for fiscal year 2012 increased by 2.3% (or ¥35.8 billion) to ¥1,616.1 billion from ¥1,580.3 billion for fiscal year 2011.
As a result of the above, operating income for the Imaging & Solutions operating segment for fiscal year 2012 decreased sharply by 58.4% (or ¥77.3 billion) to ¥54.9 billion from
¥132.2 billion for fiscal year 2011.
-63-
Industrial Products
Net sales in the Industrial Products operating segment for fiscal year 2012 decreased by 8.6% (or ¥9.7 billion) to ¥102.7 billion from ¥112.4 billion for fiscal year 2011. This decrease was
due primarily to the decrease in sales of semiconductor devices and electronic components. With respect to semiconductor devices, Ricoh experienced a decrease in net sales because of the downturn in the Japanese market for analog one-chip LSIs for
cellular phones and power and battery management ICs. With respect to electronic components, sales of ECUs (embedded controller unit) and PCBs (printed circuit board) decreased due primarily to decreased customer demand.
Operating expenses in this operating segment for fiscal year 2012 decreased by 6.3% (or ¥7.0 billion) to ¥104.4 billion from
¥111.4 billion for fiscal year 2011. This decrease was due primarily to the decrease in cost of sales resulting from the decrease in net sales. However, operating expenses did not decrease in line with the decrease in net sales as the cost of
sales ratio in respect of semiconductor devices increased in light of the fact that the decrease in production volume (in response to decrease in demand) made it difficult for Ricoh to fully cover the fixed costs associated with the manufacturing of
such devices. In addition, the increase in the cost of sales ratio in respect of thermal media also contributed to operating expenses not decreasing in line with the decrease in net sales. The cost of sales ratio in respect of thermal media
increased due primarily to the fact that production costs for such products in Europe did not decrease in line with the decrease in sales as Ricoh fell short of reaching its cost reduction targets in the manufacturing process for such devices.
Consequently, gross profit decreased as compared to fiscal year 2011 due primarily to decreased net sales as well as the increased cost of sales ratio. In addition, severance-related expenses and other restructuring charges in the amount of ¥1.4
billion also contributed to operating expenses not decreasing in line with the decrease in net sales.
As a result of the
above, the segment results for the Industrial Products operating segment for fiscal year 2012 decreased to an operating loss of ¥1.6 billion from an operating income of ¥0.9 billion for fiscal year 2011.
Other
Net sales in the Other
operating segment for fiscal year 2012 increased by 10.4% (or ¥12.7 billion) to ¥134.3 billion from ¥121.6 billion for fiscal year 2011. This increase was due primarily to the increase in sales of digital cameras as a result of the
acquisition of the PENTAX imaging systems business from HOYA Corporation in October 2011. The increase in net sales from the financing business conducted by Ricoh Leasing Co., Ltd. in Japan also contributed to the increase in net sales in this
operating segment. Net sales from the financing business increased as leasing volume increased during fiscal year 2012 in part because of the ongoing reconstruction in the areas affected by the Great East Japan Earthquake. While sales from logistics
decreased due to the decrease in logistical services provided to PPC/MFP dealers as such dealers purchased fewer PPCs/MFPs during fiscal year 2012, such decrease was completely offset by the net sales increases derived from the digital camera and
financing businesses.
-64-
Operating expenses in this operating segment for fiscal year 2012 increased by 9.9% (or
¥12.5 billion) to ¥139.0 billion from ¥126.5 billion for fiscal year 2011. This increase was due primarily to the acquisition of the PENTAX imaging systems business from HOYA Corporation. Despite the contributions to gross profit from
the acquisition of the PENTAX imaging systems business, gross profit in the Other operating segment decreased due primarily to the decreased profitability of Ricohs digital camera business (excluding the PENTAX imaging systems business) as
Ricoh decreased the sales price of its cameras to boost customer demand. Selling, general and administrative expenses increased due primarily to the increase in research and development activities undertaken by Ricoh to create new products and
services that followed the fiscal year 2012 introduction of projectors and UCSs. Severance-related expenses and other restructuring charges in the amount of ¥0.4 billion also contributed to the increase in operating expenses.
As a result of the above, operating loss for the Other operating segment for fiscal year 2012 decreased by ¥0.2 billion to ¥4.7
billion as compared to ¥4.9 billion for fiscal year 2011.
-65-
Geographic Information by Geographic Origin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen (except for percentages)
|
|
|
% Change
|
|
|
|
2011
|
|
|
2012
|
|
|
Japan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,286,335
|
|
|
|
100.0
|
%
|
|
¥
|
1,274,596
|
|
|
|
100.0
|
%
|
|
|
(0.9
|
)
|
Operating expenses
|
|
|
1,257,207
|
|
|
|
97.7
|
|
|
|
1,293,454
|
|
|
|
101.5
|
|
|
|
2.9
|
|
Operating income (loss)
|
|
¥
|
29,128
|
|
|
|
2.3
|
%
|
|
¥
|
(18,858
|
)
|
|
|
(1.5
|
)%
|
|
|
|
|
The Americas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
523,896
|
|
|
|
100.0
|
%
|
|
¥
|
475,393
|
|
|
|
100.0
|
%
|
|
|
(9.3
|
)
|
Operating expenses
|
|
|
529,157
|
|
|
|
101.0
|
|
|
|
501,785
|
|
|
|
105.6
|
|
|
|
(5.2
|
)
|
Operating income (loss)
|
|
¥
|
(5,261
|
)
|
|
|
(1.0
|
)%
|
|
¥
|
(26,392
|
)
|
|
|
(5.6
|
)%
|
|
|
|
|
Europe, Middle East and Africa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
424,901
|
|
|
|
100.0
|
%
|
|
¥
|
416,210
|
|
|
|
100.0
|
%
|
|
|
(2.0
|
)
|
Operating expenses
|
|
|
397,186
|
|
|
|
93.5
|
|
|
|
398,537
|
|
|
|
95.8
|
|
|
|
0.3
|
|
Operating income
|
|
¥
|
27,715
|
|
|
|
6.5
|
%
|
|
¥
|
17,673
|
|
|
|
4.2
|
%
|
|
|
(36.2
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
268,536
|
|
|
|
100.0
|
%
|
|
¥
|
278,159
|
|
|
|
100.0
|
%
|
|
|
3.6
|
|
Operating expenses
|
|
|
256,438
|
|
|
|
95.5
|
|
|
|
270,479
|
|
|
|
97.2
|
|
|
|
5.5
|
|
Operating income
|
|
¥
|
12,098
|
|
|
|
4.5
|
%
|
|
¥
|
7,680
|
|
|
|
2.8
|
%
|
|
|
(36.5
|
)
|
Corporate and Elimination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
(562,332
|
)
|
|
|
|
|
|
¥
|
(540,881
|
)
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
(556,723
|
)
|
|
|
|
|
|
|
(542,710
|
)
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
¥
|
(5,609
|
)
|
|
|
|
|
|
¥
|
1,829
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
¥
|
1,941,336
|
|
|
|
100.0
|
%
|
|
¥
|
1,903,477
|
|
|
|
100.0
|
%
|
|
|
(2.0
|
)
|
Operating expenses
|
|
|
1,883,265
|
|
|
|
97.0
|
|
|
|
1,921,545
|
|
|
|
100.9
|
|
|
|
2.0
|
|
Operating income (loss)
|
|
¥
|
58,071
|
|
|
|
3.0
|
%
|
|
¥
|
(18,068
|
)
|
|
|
(0.9
|
)%
|
|
|
|
|
Notes:
(1)
|
The above consolidated financial data, which set forth net sales, operating expenses and operating income (loss) for each geographic area by geographic origin, include
both transactions with external customers as well as transactions between geographic areas.
|
(2)
|
Middle East and Africa were reclassified from Other into Europe in this fiscal year. The reclassification was made to the prior years figures.
|
Japan
Sales in Japan for fiscal year 2012 decreased by 0.9% (or ¥11.8 billion) to ¥1,274.5 billion from ¥1,286.3 billion for fiscal
year 2011. This decrease was due primarily to the decrease in export sales of PPCs/MFPs from Japan to the markets in the Americas and Europe. This is because (1) the Japanese Yen appreciated relative to the U.S. Dollar and the Euro,
(2) customer demand for such Ricoh products decreased in light of the slow rate of economic recovery in such countries and (3) Ricoh missed certain business opportunities otherwise available as its shipments and manufacturing of products
were delayed in light of disruptions to the transportation infrastructure and the shortage of fuel and materials caused by the Great East Japan Earthquake and the flood in Thailand. In addition, sales of semiconductor devices and electrical
components decreased due to a decrease in market demand for such products, which also contributed to the decrease in sales in Japan.
-66-
Operating expenses in Japan for fiscal year 2012 increased by 2.9% (or ¥36.2 billion) to
¥ 1,293.4 billion from ¥1,257.2 billion for fiscal year 2011. This increase was due primarily to severance-related expenses and other restructuring charges in the amount of ¥26.5 billion and an impairment loss on goodwill and long-lived
assets in the amount of ¥15.1 billion.
As a result of the above, operating income (loss) in Japan for fiscal year 2012
decreased by ¥47.9 billion to a loss of ¥18.8 billion from an income of ¥29.1 billion for fiscal year 2011.
The Americas
Net sales in the Americas for fiscal year 2012 decreased by 9.3% (or ¥48.5 billion) to ¥475.3 billion from ¥523.8
billion for fiscal year 2011. Although Ricoh expanded its sales network in recent years through its acquisition of IKON, overall sales in the Americas geographic areas decreased in fiscal year 2012 due primarily to the decrease in customer demand
and the appreciation of the Japanese Yen against the U.S. Dollar.
Operating expenses in the Americas for fiscal year 2012
decreased by 5.2% (or ¥27.4 billion) to ¥501.7 billion from ¥529.1 billion for fiscal year 2011. This decrease in operating expenses was due primarily to the decrease in cost of sales resulting from the decrease in net sales. Operating
expenses did not decrease in line with the decrease in net sales, however, as Ricoh recorded an impairment loss on goodwill and long-lived assets in the amount of ¥18.1 billion and severance-related expenses and other restructuring charges in
the amount of ¥1.5 billion as part of operating expenses in fiscal year 2012.
As a result of the above, operating loss
for fiscal year 2012 increased by ¥21.1 billion to ¥26.3 billion from ¥5.2 billion for fiscal year 2011.
Europe, Middle East and
Africa
Sales in Europe, Middle East and Africa for fiscal year 2012 decreased by 2.0% (or ¥8.7 billion) to ¥416.2
billion from ¥424.9 billion for fiscal year 2011. This decrease in sales was due primarily to the appreciation of the Japanese Yen against the Euro.
Operating expenses in Europe, Middle East and Africa for fiscal year 2012 increased slightly by 0.3% (or ¥1.4 billion) to ¥398.5 billion from ¥397.1 billion for fiscal year 2011. This increase
was due primarily to severance-related expenses and other restructuring charges in the amount of ¥5.8 billion and an impairment loss on goodwill and long-lived assets in the amount of ¥1.9 billion. Such increase completely offset the
decrease in cost of sales resulting from the appreciation of the Japanese Yen against the Euro.
As a result of the above,
operating income for fiscal year 2012 decreased by 36.2% (or ¥10.1 billion) to ¥17.6 billion from ¥27.7 billion for fiscal year 2011.
-67-
Other
Net sales in the Other geographic area, which includes China, Southeast Asia and Oceania, increased for fiscal year 2012 by 3.6% (or ¥9.6 billion) to ¥278.1 billion from ¥268.5 billion for
fiscal year 2011. This increase was due primarily to the increase in sales in the emerging markets as Ricoh introduced lower-priced PPCs/MFPs (such as those that print on A4-sized paper only) in such markets and expanded its sales network by
employing additional personnel to engage in sales promotional activity for such products. As a result, sales in the Other geographic area increased.
Operating expenses in the Other geographic area for fiscal year 2012 increased by 5.5% (or ¥14.0 billion) to ¥270.4 billion from ¥256.4 billion for fiscal year 2011. This increase was due
primarily to the increase in cost of sales resulting from the increase in sales. Selling, general and administrative expenses also increased due mainly to increased sales promotion expenses as Ricoh expanded its sales force to capture future growth
in these markets. In addition, severance-related expenses and other restructuring charges in the amount of ¥0.3 billion also contributed to the increase in operating expenses for this geographic area.
As a result of the above, operating income for fiscal year 2012 decreased by 36.5% (or ¥4.4 billion) to ¥7.6 billion from
¥12.0 billion for fiscal year 2011.
-68-
B. Liquidity and Capital Resources
Cashflows
The following table summarizes Ricohs cashflows for each
of the three fiscal years ended March 31, 2011, 2012 and 2013, as reported in the Consolidated Statements of Cashflows in the accompanying Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Billions of
Yen)
For the year ended March 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Net cash provided by operating activities
|
|
|
128.6
|
|
|
|
11.2
|
|
|
|
124.5
|
|
Net cash used in investing activities
|
|
|
(91.9
|
)
|
|
|
(112.4
|
)
|
|
|
(106.4
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(93.0
|
)
|
|
|
87.8
|
|
|
|
(64.3
|
)
|
Net decrease in cash and cash equivalents
|
|
|
(64.9
|
)
|
|
|
(16.0
|
)
|
|
|
(39.1
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
237.1
|
|
|
|
172.2
|
|
|
|
156.2
|
|
Cash and cash equivalents at end of year
|
|
|
172.2
|
|
|
|
156.2
|
|
|
|
117.0
|
|
Operating Cashflows
As compared to fiscal year 2012, net cash provided by operating activities for fiscal year 2013 increased by ¥113.3 billion due primarily to (1) the depreciation of the Yen against the
U.S. Dollar and the Euro towards the end of fiscal year, which contributed to an increase in cash collections of local currency-denominated export sales of products primarily manufactured in Japan and distributed and sold by the Company to its
overseas customers through its subsidiaries in the Americas and Europe, (2) the decrease in total severance-related expenses and other restructuring costs, (3) the increase in collection of receivables through strengthened credit controls,
and (4) the decrease in cash payments for parts and materials due to activities taken by the Company in fiscal year 2013 to minimize inventory.
As compared to fiscal year 2011, net cash provided by operating activities for fiscal year 2012 decreased by ¥117.4 billion due primarily to (1) the appreciation of the Japanese Yen against the
U.S. Dollar and the Euro during fiscal year 2012, which caused a decrease in cash collections of local currency-denominated export sales of products primarily manufactured in Japan and distributed and sold by the Company to its overseas
customers through its subsidiaries in the Americas and Europe as these subsidiaries were not able to increase the sales price of its products to make up for the shortfall arising from the appreciation of the Japanese Yen due to the competitive
environment, (2) Ricoh losing business opportunities and incurring increased air freight costs to meet delivery deadlines as disruptions to the transportation infrastructure and the shortage of fuel and materials caused by the Great East Japan
Earthquake and the flood in Thailand delayed Ricohs shipments and manufacturing of products and (3) Ricoh expending additional funds for its manufacturing operations towards the end of the fiscal year in anticipation of increased demand
for its products, which failed to materialize. In addition, severance payments and other restructuring charges also contributed to the decrease in cash provided by operating activities.
-69-
Investing Cashflows
For fiscal year 2013, net cash used in investing activities consisted mainly of ¥86.5 billion of expenditures for tangible fixed assets and ¥12.2 billion of expenditures for intangible fixed
assets. Expenditures for tangible fixed assets in fiscal year 2013 consisted primarily of ¥12.7 billion for mold and die as well as jigs used in the production of PPCs/MFPs and laser printers, ¥8.0 billion to increase the production capacity
and improve the production efficiency of Ricohs manufacturing subsidiaries (¥4.5 billion of which was used in Japan and ¥3.5 billion of which was used overseas), ¥5.3 billion to increase the production capacity of a plant that
manufactures polymerized PxP toner in Japan and ¥4.7 billion to upgrade the facilities for manufacturing its thermal media products. Expenditures for intangible fixed assets in fiscal year 2013 consisted primarily of ¥3.3 billion to purchase
and implement the Enterprise Resource Planning (ERP) system, which was purchased with the goal of improving the efficiency of sales administration and accounting functions across the Ricoh group. Net cash used in investing activities
decreased by ¥5.9 billion in fiscal year 2013 compared to the previous fiscal year due primarily to the decrease in spending for acquisitions.
For fiscal year 2012, net cash used in investing activities consisted mainly of ¥73.2 billion of expenditures for tangible fixed assets, ¥14.8 billion for the purchase of business, net of cash
acquired (which was used primarily for the acquisition of the PENTAX imaging systems business from HOYA Corporation to further expand not only Ricohs camera business but also its consumer products and services business), and ¥14.5 billion
of expenditures for intangible fixed assets. Expenditures for tangible fixed assets in fiscal year 2012 consisted primarily of ¥9.3 billion for mold and die as well as jigs used in the production of PPCs/MFPs and laser printers, ¥8.3 billion
for the construction of an additional toner manufacturing plant and related equipment to increase the production capacity of polymerized PxP toners and other products, and ¥8.2 billion to increase the production capacity and improve the
production efficiency of Ricohs manufacturing subsidiaries (¥4.7 billion of which was used in Japan and ¥3.5 billion of which was used overseas). Expenditures for intangible fixed assets in fiscal year 2012 consisted primarily of
¥3.5 billion to upgrade the IT system, which aimed to improve the administrative and development efficiency of the Ricoh group. Net cash used in investing activities increased in fiscal year 2012 compared to fiscal year 2011 due primarily to the
acquisition of the business discussed above, net of cash acquired.
-70-
For fiscal year 2011, net cash used in investing activities consisted mainly of ¥66.9
billion of expenditures for tangible fixed assets and ¥18.8 billion of expenditures for intangible fixed assets. Expenditures for tangible fixed assets in fiscal year 2011 consisted primarily of ¥8.1 billion to construct the new building to
house the Ricoh Technology Center, ¥5.6 billion for mold casts used in the manufacturing of MFPs, production printing equipment and printers and ¥4.6 billion to construct the second plant to manufacture polymerized PxP toners. Expenditures
for intangible fixed assets in fiscal year 2011 consisted primarily of ¥7.9 billion to purchase and implement the Enterprise Resource Planning (ERP) system, which was aimed to improve the efficiency of sales administration and
accounting across the Ricoh group.
Financing Cashflows
For fiscal year 2013, net cash used in financing activities consisted primarily of ¥59.0 billion of net decrease in debt with original
maturities of three months or less, ¥9.3 billion to repay debt with original maturities of more than three months, net of proceeds, and ¥15.2 billion to pay dividends. Additionally, Ricoh Leasing Co., Ltd. issued the 14th series of unsecured
straight bonds in the amount of ¥20.0 billion in November 2012. Furthermore, in order to refinance its long-term debt upon maturity in fiscal year 2013, Ricoh borrowed ¥30.0 billion from the Development Bank of Japan Inc (DBJ).
The DBJ Environmental Ratings Loan Program is the worlds first system of financing based on environmentally responsible ratings. DBJ has set forth three levels of interest rates based on the results of the environmental rating. By receiving
the highest rating, Ricoh was able to borrow at the most favorable interest rate. As compared to fiscal year 2012, net cash used in financing activities increased in fiscal year 2013 primarily due to the repayment of long-term debt.
For fiscal year 2012, net cash provided by financing activities consisted primarily of ¥68.9 billion in proceeds from the issuance of
debt with original maturities of three months or less and ¥65.8 billion in proceeds from the issuance of debt with original maturities of more than three months, net of cash repaid, which was partially offset by net cash used in financing
activities consisting primarily of ¥23.9 billion to pay dividends and ¥22.4 billion to repay outstanding long-term debt securities. The repayment of outstanding long-term debt securities in the amount of ¥22.4 billion consisted primarily
of ¥20.0 billion to repay upon maturity in March 2012 the 6th series of unsecured straight bonds issued by the Company and ¥2.2 billion to repay the outstanding zero coupon convertible bonds of the Company in December 2011. While the total
amount of indebtedness increased in fiscal year 2012, interest expense decreased as Ricoh reduced the outstanding long-term debt securities of IKON (which had a higher interest rate) and replaced such borrowing with borrowings in Japan (which have
lower interest rates). Due primarily to the increase in short-term borrowings and long-term indebtedness compared to fiscal year 2011, net cash provided by financing activities exceeded the net cash used in financing activities for fiscal year 2012.
-71-
For fiscal year 2011, net cash used in financing activities consisted primarily of ¥87.9
billion to repay outstanding long-term debt securities, ¥92.7 billion to repay debt with original maturities of more than three months, ¥31.8 billion of net decrease in debt with original maturities of three months or less and ¥23.9
billion to pay dividends, which were partially offset by ¥79.7 billion of proceeds received from the issuance of long-term debt securities and ¥64.4 billion of proceeds received from debt with original maturities of more than three months.
The Company issued the 9th series of unsecured straight bonds in the amount of ¥40.0 billion and the 10th series of unsecured straight bonds in the amount of ¥20.0 billion in June 2010. Ricoh Leasing Co., Ltd. issued the 13th series of
unsecured straight bonds in the amount of ¥20.0 billion in May 2010. Proceeds from the issuance of long-term debt securities totaled ¥79.7 billion net of issuance costs. In December 2010, ¥52.8 billion aggregate principal amount of zero
coupon convertible bonds (constituting a portion of the total outstanding principal amount thereof) were redeemed before maturity, upon the exercise of put options granted to the holders of the bonds. Ricoh redeemed bonds issued by IKON by way of a
tender offer and subsequent retirement of bonds before maturity in the amount of ¥25.1 billion. Ricoh Leasing Co., Ltd. repaid unsecured straight bonds in the amount of ¥10.0 billion in December 2010 upon maturity. Repayments of long-term
debt securities totaled ¥87.9 billion.
Cash and Asset-Liability Management
Ricoh has in recent years tried to achieve greater efficiencies in the utilization of cash balances held by its subsidiaries pursuant to
its policy of ensuring adequate financing and liquidity for its operations and growth, and maintaining the strength of its balance sheet. One method that Ricoh has implemented to achieve greater efficiency is building up its group cash management
system in Japan, the United States and Europe. This cash management system functions as an arrangement whereby Ricohs funds are pooled together and cash resources are lent and borrowed from one group company to another company, with finance
companies located in Japan, the United States, the United Kingdom and the Netherlands coordinating this arrangement. This pooling-of-funds arrangement has reduced the occurrence of excess accumulation of cash in one group company while another group
company engages in unnecessary borrowing from third party institutions to meet its cash requirements. As such, the pooling-of-funds arrangement has reduced interest expense and related costs paid to third parties in connection with borrowings to
finance operations.
Ricoh also enters into various derivative financial instrument contracts in the normal course of its
business and in connection with the management of its assets and liabilities. In order to hedge against the potentially adverse impacts of foreign currency fluctuations on its assets and liabilities denominated in foreign currencies, Ricoh enters
into foreign currency contracts and foreign currency options. Another form of derivative financial contracts that Ricoh enters into is interest rate swap agreements to hedge against the potentially adverse impacts of fair value or cashflow
fluctuations on its outstanding debt interests. Ricoh uses these derivative instruments to reduce its risk and to protect the market value of its assets and liabilities in conformity with Ricohs policy. Ricoh does not use derivative financial
instruments for trading or speculative purposes, nor is it a party to leveraged derivatives. Detailed discussion of these derivative contracts is provided in Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Ricoh also engages in limited securitization activities through its domestic leasing affiliate, Ricoh Leasing Co., Ltd. For a discussion
of such activities, see Note [4] to the Consolidated Financial Statements.
-72-
Sources of Funding
Ricohs principal sources of funding are a combination of cash and cash equivalents on hand, various lines of credit and the issuance of commercial paper and long-term debt securities. In assessing
its liquidity and capital resources needs, Ricoh places importance on the balances of cash and cash equivalents in the balance sheet and operating cashflows in the cashflow statements.
As of March 31, 2013, Ricoh had ¥117.0 billion in cash and cash equivalents and ¥703.6 billion in aggregate borrowing
facilities. Of the ¥703.6 billion in aggregate borrowing facilities, ¥639.5 billion was available to be borrowed by Ricoh as of March 31, 2013. As of March 31, 2013, the amounts available by bank loans and commercial paper were
¥363.4 billion and ¥276.1 billion, respectively. Ricoh Leasing Co., Ltd. has committed credit lines with several banks having credit ratings satisfactory to Ricoh in the aggregate amount of ¥50.0 billion. This ¥50.0 billion committed
credit line amount of Ricoh Leasing Co., Ltd. is included in the ¥703.6 billion figure for aggregate borrowing facilities.
The Company, Ricoh Leasing Co., Ltd. and certain overseas subsidiaries raise capital by issuing commercial paper and long-term debt
securities in various currencies. Ricoh Leasing Co., Ltd. and certain overseas subsidiaries of the Company issue commercial paper to meet their short-term funding requirements. Utilization of such capacity depends on Ricohs financing needs,
investor demand and market conditions, as well as the ratings outlook for Ricohs securities. Interest rates for commercial paper issued by the Company and its subsidiaries ranged from 0.10% to 0.38%, interest rates for bank loans ranged from
0.10% to 10.50% and interest rates for long-term debt securities ranged from 0.35% to 7.30% during fiscal year 2013. For fiscal year 2013, the Company and its subsidiaries did not have any medium-term note programs.
The Company obtains ratings from the following major rating agencies: Standard & Poors Rating Services, a division of
McGraw-Hill Companies, Inc. (S&P), Moodys Investors Services (Moodys), and another local rating agency in Japan. As of March 31, 2013, S&P assigned long-term and short-term credit ratings for the
Company of A and A-1, respectively, and Moodys assigned a short-term credit rating for the Company of P-1.
While some
of its subsidiaries may be restricted from paying dividends for various reasons, such as capital adequacy requirements, Ricoh does not expect such restrictions to have a significant impact on its ability to meet its cash obligations.
As is customary in Japan, substantially all of the bank loans are subject to general agreements with each lending bank which provide,
among other things, that the bank may request additional security for loans if there is reasonable and probable cause for the necessity of such additional security and the bank may treat any security furnished, as well as any cash deposited in such
bank, as security for all present and future indebtedness. The Company has never been requested to furnish such additional security. In some cases, the Companys long-term debt securities contain customary covenants, including a
limitation on liens covenant. The Company was in compliance with the covenants in its bank agreements and securities as of March 31, 2013. The Company is not subject to any covenants limiting its ability to incur additional
indebtedness. For additional detail regarding these securities, see Note [11] to the Consolidated Financial Statements.
-73-
Cash Requirements and Commitments
Ricoh believes that its cash and cash equivalents and funds expected to be generated from its operations are sufficient to meet its cash
requirements at least through fiscal year 2014. Even if there were a decrease in cashflows from operations as a result of fluctuations in customer demands from one year to another due to unexpected changes in global economic conditions, Ricoh
believes that current funds on hand along with funds available under existing borrowing facilities would be sufficient to finance its anticipated operations. In addition, Ricoh believes that it is able to secure adequate resources to fund ongoing
operating requirements and investments related to the expansion of existing businesses and the development of new projects through its access to the financial and capital markets. While interest rates of such instruments may fluctuate, Ricoh
believes that the effect of such fluctuations will not significantly affect Ricohs liquidity, mainly due to the adequate amount of Ricohs cash and cash equivalents on hand, stable cashflow generated from its operating activities and
group-wide cash management system.
Ricoh expects that its capital expenditures for fiscal year 2014 will amount to
approximately ¥89.0 billion, which will principally be used for investments in manufacturing facilities of digital and networking equipment with new engines, toners, thermal media and optical equipment. In addition, Ricoh is obligated to repay
long-term indebtedness in the aggregate principal amount of ¥161.1 billion during fiscal year 2014, and in the aggregate principal amount of ¥350.6 billion during fiscal years 2015 through 2017.
The Company and certain of its subsidiaries have various employee pension plans covering all of their employees. As described in Note
[12] to the Consolidated Financial Statements, the unfunded portion of these employee pension plans amounted to ¥163.0 billion as of March 31, 2013. The unfunded amount was recorded as an asset of ¥3.9 billion and a liability of
¥167.0 billion on the consolidated balance sheet of Ricoh as of March 31, 2013. The amounts contributed to pension plans for fiscal years 2011, 2012 and 2013 were ¥14.4 billion, ¥12.1 billion and ¥13.4 billion, respectively.
Ricoh believes that its cashflow from operating and investing activities together with existing lines of credit and borrowing
facilities constitute adequate sources of funding to satisfy its liquidity needs and future obligations as described above. Ricohs management is of the opinion that Ricohs working capital is sufficient for its present requirements.
As of March 31, 2013, ¥74.0 billion of cash and cash equivalents are held by Ricohs foreign subsidiaries. If
these funds are needed for Ricohs operations in Japan, Ricoh would be required to accrue and pay Japanese taxes to repatriate these funds. However, Ricohs intent is to permanently reinvest these funds outside of Japan and Ricohs
current plans do not make it necessary for it to repatriate them to fund its operations in Japan.
-74-
C. Research and Development, Patents and Licenses
Research and Development
Since its formation, Ricohs basic
management philosophy has been to contribute to society by developing and providing innovative and useful products with an emphasis on the relationship between people and information. Based on this management philosophy, Ricoh undertakes a variety
of R&D activities to develop new technologies, products and systems to facilitate better communication. The Research and Development Group function as the headquarters of Ricohs R&D activities, which are conducted at its R&D bases
throughout Japan and certain satellite R&D bases overseas. Ricoh conducts a wide range of R&D activities, from seeds research (i.e., early stage research) to research in elemental technologies, product applications and manufacturing
technologies, including environmental technologies.
In Japan, Ricoh conducts basic and advanced research in connection with
optical technologies, new materials, devices, information electronics, environmental technologies and software technologies as well as elemental development for new products. In addition, Ricoh has established satellite R&D bases in the United
States, China and India through which it conducts R&D activities that focus on developing products that can be marketed globally and that take into consideration the needs of such particular geographic area. All aspects of Ricohs research
efforts are focused on developing products and services that are suitable for the new work environment. Ricoh also engages in R&D activities to protect the environment in every stage of each of its products life cycles to realize
Ricohs three core values of harmonizing with the environment (i.e., reducing and minimizing environmental impact), simplifying your life and work (i.e., enhancing user friendliness and striving towards simplification),
and supporting knowledge management (i.e., offering solutions to process information). For fiscal years 2011, 2012 and 2013, Ricohs consolidated R&D expenditures totaled ¥110.5 billion, ¥119.0 billion and ¥112.0
billion, respectively.
Out of total consolidated R&D expenditures of ¥112.0 billion for fiscal year 2013, ¥84.2
billion was used for R&D activities relating to the Imaging & Solutions operating segment. Ricohs R&D activities in the Imaging & Solutions operating segment continued to include (1) designing new optical designs
for copiers, printers and production printing products, (2) developing imaging data processing technology, (3) developing electrophotographic and inkjet supply technology, (4) advancing elemental technology for the next-generation of
image producing engines, (5) developing cutting edge software technology and (6) developing applications for the advancement of IT solutions.
-75-
Out of total consolidated R&D expenditures of ¥112.0 billion for fiscal year 2013,
¥8.1 billion was used for R&D activities relating to the Industrial Products operating segment. In the Industrial Products operating segment, Ricohs R&D activities continued to include (1) developing cameras and lenses for FA,
(2) developing RECO-View RF(IC) tag series which is a unique product line combining RF tags with rewriting capability, (3) developing photo (UV)-curable Inkjet Ink that significantly reduces skin allergies.
Out of total consolidated R&D expenditures of ¥112.0 billion for fiscal year 2013, ¥1.7 billion was used for R&D
activities relating to the Other operating segment. In this segment, Ricoh continued to develop its image capturing device technology for digital cameras and its related applications technology.
In addition, Ricoh continues to engage in the development of its fundamental research fields, which focus on R&D activities that can
be applied to various products and that are difficult to categorize into a specific operating segment. Out of total consolidated R&D expenditures of ¥112.0 billion for fiscal year 2013, ¥18.0 billion was used for R&D activities
relating to fundamental research fields. Such R&D activities include R&D in nanotechnology, micro-machining, general technologies in measuring, analysis and simulation, new materials and devices, next-generation image display technologies,
manufacturing technology, system software modules, photonics technology for high speed and high quality image processing, the next-generation of office systems and office solutions, and environmental technologies.
For a summary of Ricohs R&D expenditures for fiscal years 2011, 2012 and 2013, see Note [23] to the Consolidated Financial
Statements.
Patents and Licenses
Ricoh owns approximately 46,800 patents as of March 31, 2013 on a worldwide basis, and has a large number of licenses under various agreements with Japanese and foreign companies. Although patents
and licenses are important to Ricoh, it does not believe that the expiration of any single patent or group of related patents or the termination of any licensing agreement or group of related licensing agreements will materially affect its business.
-76-
The following table lists some of the important patent and licensing agreements which the
Company is currently a party to:
|
|
|
|
|
|
|
Counterparty
|
|
Country
and
Region
|
|
Summary of the Contract
|
|
Contract Term
|
|
|
|
|
International
Business
Machines
Corporation
|
|
USA
|
|
Comprehensive cross license patent agreement relating to the information processing technology area (reciprocal agreement)
|
|
March 28, 2007 to expiration date of the patent subject to the agreement
|
|
|
|
|
ADOBE Systems Incorporated
|
|
USA
|
|
Patent licensing agreements relating to development on printer software and sales (the counterparty as the licensee)
|
|
January 1, 1999 to March 31, 2015
|
|
|
|
|
Lemelson Medical,
Education & Research Foundation Limited Partnership
|
|
USA
|
|
Patent licensing agreement relating to computer image analysis and other products (the counterparty as the licensee)
|
|
March 31, 1993 to expiration date of the patent subject to the agreement
|
|
|
|
|
Canon Inc.
|
|
Japan
|
|
Patent licensing agreement relating to office equipment (reciprocal agreement)
|
|
October 1, 1998 to expiration date of the patent subject to the agreement
|
|
|
|
|
KYOCERA Document Solutions Inc.
|
|
Japan
|
|
Patent licensing agreement relating to method of controlling multi function peripheral (the Company as the licensor)
|
|
January 1, 2012 to December 31, 2018
|
|
|
|
|
KYOCERA Document Solutions Inc.
|
|
Japan
|
|
Patent licensing agreement relating to facsimile functions (the Company as the licensor)
|
|
June 1, 2012 to May 31, 2017
|
|
|
|
|
Hitachi, Ltd.
|
|
Japan
|
|
Patent licensing agreement relating to optical record and playback equipment, and multi function peripheral (reciprocal agreement)
|
|
January 1, 2007 to December 31, 2013
|
|
|
|
|
Sony Corporation
|
|
Japan
|
|
Patent licensing agreements relating to optical disks (the Company as the licensor ) and digital cameras (reciprocal agreement)
|
|
April 1, 2009 to March 31, 2018
|
|
|
|
|
Brother Industries, Ltd.
|
|
Japan
|
|
Patent licensing agreement relating to digital photography (the Company as the licensor)
|
|
October 1, 2009 to September 30, 2014
|
|
|
|
|
Quantum Storage Inc.
|
|
Taiwan
|
|
Patent licensing agreement relating to optical disc (the Company as the licensor)
|
|
February 22, 2011 to February 22, 2016
|
|
|
|
|
Hewlett-Packard Company
|
|
USA
|
|
Comprehensive cross license patent agreement relating to the document processing system area (reciprocal agreement)
|
|
October 31, 2011 to expiration date of the patent subject to the agreement
|
D. Trend Information
See OVERVIEW above and Cautionary Statement With Respect to Forward-Looking Statements in this Annual Report.
-77-
E. Off-Balance Sheet Arrangements
Ricoh acts as a guarantor for some of its employees housing loans, whose arrangements are not included on Ricohs consolidated balance sheets. As of March 31, 2013, the total amount of
such guarantees was ¥8 million.
F. Tabular Disclosure of Contractual Obligations
The following table sets forth Ricohs contractual obligations as of March 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
Payments due by
period
|
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than
5 years
|
|
CONTRACTUAL OBLIGATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt Obligations
|
|
¥
|
637,561
|
|
|
¥
|
161,180
|
|
|
¥
|
273,636
|
|
|
¥
|
159,065
|
|
|
¥
|
43,680
|
|
Interest Expense Associated with Long-term Debt Obligations
|
|
|
15,698
|
|
|
|
5,145
|
|
|
|
5,201
|
|
|
|
2,242
|
|
|
|
3,110
|
|
Capital (Finance) Lease Obligations
|
|
|
1,952
|
|
|
|
879
|
|
|
|
562
|
|
|
|
342
|
|
|
|
169
|
|
Operating Lease Obligations
|
|
|
79,959
|
|
|
|
24,001
|
|
|
|
32,456
|
|
|
|
12,374
|
|
|
|
11,128
|
|
Purchase Obligations
|
|
|
40,539
|
|
|
|
40,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
¥
|
775,709
|
|
|
¥
|
231,744
|
|
|
¥
|
311,855
|
|
|
¥
|
174,023
|
|
|
¥
|
58,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricoh expects to contribute ¥15.3 billion to its pension plan during fiscal year 2014 and is
currently unable to predict funding requirements for periods beyond fiscal year 2014 due to uncertainties related to changes in actuarial assumptions, return on plan assets and changes to plan membership.
Ricoh had operating lease commitments with rental payments totaling ¥47.5 billion for fiscal year 2013.
G. Safe Harbor
See
Cautionary Statement With Respect to Forward-Looking Statements.
-78-
Item 6.
Directors, Senior Management and Employees
A. Directors and Senior Management
Directors and Audit & Supervisory Board Members of the Company as of June 21, 2013 were as follows:
|
|
|
|
|
|
|
Name
(Date of Birth)
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Shiro Kondo
(October 7, 1949)
|
|
Chairman of the Board and
Representative Director
|
|
Apr. 1973
|
|
Joined the Company
|
|
|
June 2000
|
|
Senior Vice President
|
|
|
|
|
Oct. 2000
|
|
General Manager of Imaging System Business Group
|
|
|
|
|
June 2002
|
|
Executive Vice President
|
|
|
|
|
Oct. 2004
|
|
General Manager of MFP Business Group
|
|
|
|
|
June 2005
|
|
Director
|
|
|
|
|
June 2005
|
|
Corporate Executive Vice President
|
|
|
|
|
Apr. 2007
|
|
Representative Director (Current)
|
|
|
|
|
Apr. 2007
|
|
President
|
|
|
|
|
Apr. 2007
|
|
CEO (Chief Executive Officer)
|
|
|
|
|
Apr. 2013
|
|
Chairman (Current)
|
|
|
|
|
Apr. 2013
|
|
Chairman of the Board (Current)
|
|
|
Principal business activities and other principal
directorships performed outside of Ricoh:
|
|
|
Representative of Asahi Mutual Life Insurance Company
Director of COCA-COLA WEST COMPANY, LIMITED
|
|
|
|
|
Zenji Miura
(January 5, 1950)
|
|
Representative Director
|
|
Apr. 1976
|
|
Joined the Company
|
|
|
|
Jan. 1993
|
|
President of Ricoh France S.A.
|
|
|
|
Oct. 2000
|
|
Senior Vice President
|
|
|
|
Oct. 2000
|
|
General Manager of Finance and Accounting Division
|
|
|
|
June 2003
|
|
Executive Vice President
|
|
|
|
|
June 2004
|
|
Managing Director
|
|
|
|
|
June 2005
|
|
Director
|
|
|
|
|
June 2005
June 2005
|
|
Corporate Executive Vice President
CFO (Chief Financial Officer)
|
|
|
|
|
Apr. 2006
|
|
CIO (Chief Information Officer)
|
|
|
|
|
Apr. 2006
|
|
General Manager of Corporate Planning Division
|
|
|
|
|
Apr. 2009
|
|
CSO (Chief Strategy Officer)
|
|
|
|
|
Apr. 2011
|
|
Representative Director (Current)
|
|
|
|
|
Apr. 2011
|
|
Deputy President
|
|
|
|
|
Oct. 2011
|
|
General Manager of Imaging Systems Business Group
|
|
|
|
|
Apr. 2012
|
|
Chairman and CEO (Chief Executive Officer) of Ricoh Americas Holdings, Inc.
|
|
|
|
|
May 2012
|
|
General Manager of Americas Marketing Group
|
|
|
|
|
Apr. 2013
|
|
President (Current)
|
|
|
|
|
Apr. 2013
|
|
CEO (Chief Executive Officer) (Current)
|
|
|
|
|
Principal business activities and other principal directorships performed outside of Ricoh:
|
|
|
Director of Nippon Venture Capital Co., Ltd.
Audit & Supervisory Board Member of COCA-COLA WEST COMPANY,
LIMITED
|
-79-
|
|
|
|
|
|
|
Name
(Date of Birth)
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Shiro Sasaki
(December 23, 1949)
|
|
Director
|
|
Apr. 1972
|
|
Joined the Company
|
|
|
Apr. 2000
|
|
President of Gestetner Holdings PLC
|
|
|
|
|
Apr. 2002
|
|
President of NRG Group PLC
|
|
|
|
|
June 2004
|
|
Group Executive Officer, Senior Vice President
|
|
|
|
|
Apr. 2006
|
|
Chairman of Ricoh Europe B.V.
|
|
|
|
|
Apr. 2006
|
|
Chairman of NRG Group PLC
|
|
|
|
|
Apr. 2007
|
|
Chairman of Ricoh Europe, PLC
|
|
|
|
|
Apr. 2007
|
|
Chairman of Ricoh Europe (Netherlands) B.V.
|
|
|
|
|
June 2009
|
|
General Manager of Europe Marketing Group
|
|
|
|
|
June 2010
|
|
Director (Current)
|
|
|
|
|
Apr. 2011
|
|
Corporate Executive Vice President (Current)
|
|
|
|
|
Apr. 2011
|
|
General Manager of Production Printing Business Group (Current)
|
|
|
|
|
Apr. 2011
|
|
Chairman and CEO (Chief Executive Officer) of Ricoh Production Print Solutions, LLC (Current)
|
|
|
|
|
Apr. 2011
|
|
General Manager of Trade Affairs & Export/Import Administration Division (Current)
|
|
|
|
|
June 2012
|
|
CMO (Chief Marketing Officer) (Current)
|
|
|
|
|
Nobuo Inaba
(November 11, 1950)
|
|
Director
|
|
Apr. 1974
|
|
Joined the Bank of Japan
|
|
|
|
May 1992
|
|
Director, Head of Securities Division, Credit and Market Management Department of the Bank of Japan
|
|
|
|
May 1994
|
|
Director, Head of Planning Division Policy Planning Office of the Bank of Japan
|
|
|
|
May 1996
|
|
Deputy Director-General, Policy Planning Office of the Bank of Japan
|
|
|
|
Apr. 1998
|
|
Deputy Director-General (Adviser), Policy Planning Office of the Bank of Japan
|
|
|
|
|
Apr. 2000
|
|
Adviser to the Governor Monetary Policy Studies Department, Policy Planning Office of the Bank of Japan
|
|
|
|
|
June 2001
|
|
Director-General, Information System Services Department of the Bank of Japan
|
|
|
|
|
June 2002
|
|
Director-General, Bank Examination and Surveillance Department of the Bank of Japan
|
|
|
|
|
May 2004
|
|
Executive Director, Financial System Stability of the Bank of Japan
|
|
|
|
|
May 2008
|
|
Joined the Company
|
|
|
|
|
May 2008
|
|
Executive Advisor
|
|
|
|
|
Apr. 2010
|
|
President of Ricoh Institute of Sustainability and Business (Current)
|
|
|
|
|
June 2010
|
|
Director (Current)
|
|
|
|
|
June 2010
|
|
Corporate Executive Vice President (Current)
|
|
|
|
|
June 2012
|
|
CIO (Chief Information Officer) (Current)
|
-80-
|
|
|
|
|
|
|
Name
(Date of Birth)
|
|
Current Position
(Function/Business area)
|
|
Date
|
|
Business Experience
|
Yohzoh Matsuura
(April 15, 1956)
|
|
Director
|
|
Apr. 1980
|
|
Joined the Company
|
|
|
Oct. 2004
|
|
General Manager of Imaging Engine Development Division
|
|
|
|
|
Apr. 2008
|
|
Corporate Vice President
|
|
|
|
|
Apr. 2010
|
|
Corporate Senior Vice President
|
|
|
|
|
July 2010
|
|
General Manager of MFP Business Group (Current)
|
|
|
|
|
Apr. 2011
|
|
General Manager of Controller Development Division
|
|
|
|
|
June 2012
|
|
Director (Current)
|
|
|
|
|
June 2012
|
|
Corporate Executive Vice President (Current)
|
|
|
|
|
June 2012
|
|
In charge of environmental management
|
|
|
|
|
Apr. 2013
|
|
General Manager of Research and Development Group (Current)
|
|
|
|
|
Yoshinori Yamashita
(August 22, 1957)
|
|
Director
|
|
Mar. 1980
|
|
Joined the Company
|
|
|
Apr. 2008
|
|
President of Ricoh Electronics, Inc.
|
|
|
Apr. 2010
|
|
Group Executive Officer, Corporate Vice President
|
|
|
|
|
Apr. 2011
|
|
Corporate Senior Vice President
|
|
|
|
|
Apr. 2011
|
|
General Manager of Corporate Planning Division (Current)
|
|
|
|
|
June 2012
|
|
Director (Current)
|
|
|
|
|
June 2012
|
|
Corporate Executive Vice President (Current)
|
|
|
|
|
Apr. 2013
|
|
In charge of Internal Management and Control (Current)
|
|
|
|
|
Kunihiko Satoh
(October 21, 1956)
|
|
Director
|
|
Mar. 1979
|
|
Joined the Company
|
|
|
June 2005
|
|
Corporate Vice President
|
|
|
Apr. 2007
|
|
Group Executive Officer, Corporate Vice President
|
|
|
|
|
Apr. 2009
|
|
Representative Director, President of Ricoh Kansai Co., Ltd.
|
|
|
|
|
Oct. 2011
|
|
Corporate Senior Vice President
|
|
|
|
|
Oct. 2011
|
|
Representative Director, President and CEO (Chief Executive Officer) of Ricoh Japan Corporation (Current)
|
|
|
|
|
Oct. 2011
|
|
General Manager of Japan Marketing Group (Current)
|
|
|
|
|
June 2012
|
|
Director (Current)
|
|
|
|
|
June 2012
|
|
Corporate Executive Vice President (Current)
|
-81-
|
|
|
|
|
|
|
Name
(Date of Birth)
|
|
Current Position
(Function/Business area)
|
|
Date
|
|
Business Experience
|
Kenichi Kanemaru
(November 19, 1952)
|
|
Director
|
|
Apr. 1973
|
|
Joined the Company
|
|
|
June 1999
|
|
President of Ricoh UK Products Ltd.
|
|
|
June 2004
|
|
Group Executive Officer, Senior Vice President
|
|
|
|
|
Oct. 2004
|
|
Senior Vice President
|
|
|
|
|
Apr. 2006
|
|
General Manager of Imaging System Production Business Group
|
|
|
|
|
Apr. 2008
|
|
Corporate Senior Vice President
|
|
|
|
|
Apr. 2008
|
|
General Manager of Production Business Group
|
|
|
|
|
Feb. 2011
|
|
General Manager of Global Procurement Division (Current)
|
|
|
|
|
June 2013
|
|
Director (Current)
|
|
|
|
|
June 2013
|
|
Corporate Executive Vice President (Current)
|
|
|
|
|
June 2013
|
|
CHO (Chief Human Resource Officer) (Current)
|
|
|
|
|
June 2013
|
|
In charge of Corporate Social Responsibility (Current)
|
|
|
|
|
June 2013
|
|
In charge of environmental management (Current)
|
|
|
|
|
Mochio Umeda
(August 30, 1960)
|
|
Outside Director
|
|
Jan. 1988
|
|
Joined Arthur D. Little (Japan) Inc.
|
|
|
Oct. 1994
|
|
Director of Arthur D. Little, Inc.
|
|
|
May 1997
|
|
Founded MUSE Associates, LLC. (U.S.A)
|
|
|
|
|
May 1997
|
|
President of MUSE Associates, LLC. (U.S.A) (Current)
|
|
|
|
|
Aug. 2000
|
|
Founded Pacifica Fund I, LP.
|
|
|
|
|
Aug. 2000
|
|
Managing Director of Pacifica Fund I, LP. (Current)
|
|
|
|
|
June 2010
|
|
Outside Director (Current)
|
|
|
|
|
Mar. 2012
|
|
Outside Director of ASATSU-DK INC. (Current)
|
|
|
|
|
June 2012
|
|
Founded MUSE ASSOCIATES INC.
|
|
|
|
|
June 2012
|
|
President of MUSE ASSOCIATES INC. (Current)
|
|
|
|
|
Kunio Noji
(November 17, 1946)
|
|
Outside Director
|
|
Apr.1969
|
|
Joined KOMATSU LTD.
|
|
|
June 1997
|
|
Director of KOMATSU LTD.
|
|
|
June 2001
|
|
Managing Director and President of Production Division and e-Komatsu Technical Center of KOMATSU LTD.
|
|
|
|
|
Apr. 2003
|
|
Director and Senior Executive Officer, President of Construction & Mining Equipment Marketing Division of KOMATSU
LTD.
|
|
|
|
|
Apr. 2005
|
|
Supervising Construction & Mining Equipment Business and e-Komatsu technical Center of KOMATSU LTD.
|
|
|
|
|
July 2006
|
|
General Manager of KOMATSU Way Division of KOMATSU LTD
|
|
|
|
|
June 2007
|
|
President and CEO of KOMATSU LTD.
|
|
|
|
|
June 2012
|
|
Outside Director (Current)
|
|
|
|
|
Apr. 2013
|
|
Chairman of the Board of KOMATSU LTD. (Current)
|
|
|
|
|
June 2013
|
|
Outside Director of NEC Corporation (Current)
|
-82-
|
|
|
|
|
|
|
Name
(Date of Birth)
|
|
Current Position
(Function/Business area)
|
|
Date
|
|
Business Experience
|
Kunihito Minakawa
(August 15, 1954)
|
|
Audit & Supervisory Board Member
|
|
Apr. 1978
Jan. 2008
|
|
Joined the Company
General Manager of Business Strategy & Planning Center of International Business Group
|
|
|
|
|
Apr. 2009
|
|
General Manager of Finance and Accounting Division
|
|
|
|
|
Jan. 2010
|
|
General Manager of Group Management System Planning Office of Finance and Accounting Division
|
|
|
|
|
Apr. 2010
|
|
Corporate Vice President
|
|
|
|
|
Apr. 2011
|
|
General Manager of CRGP Office
|
|
|
|
|
Apr. 2012
|
|
Corporate Senior Vice President
|
|
|
|
|
June 2013
|
|
Audit & Supervisory Board Member (Current)
|
|
|
|
|
Mitsuhiro Shinoda
(November 23, 1953)
|
|
Audit & Supervisory Board Member
|
|
Apr. 1978
|
|
Joined the Company
|
|
|
Oct. 2000
|
|
General Manager of Group Management Department of Corporate Planning Division
|
|
|
|
|
Apr. 2001
|
|
General Manager of Audit Office
|
|
|
|
|
June 2003
|
|
General Manager of Finance Department of Finance and Accounting Division
|
|
|
|
|
Nov. 2004
|
|
General Manager of Internal Management & Control Office of Finance and Accounting Division
|
|
|
|
|
Apr. 2007
|
|
General Manager of Internal Management & Control Division
|
|
|
|
|
June 2011
|
|
Audit & Supervisory Board Member (Current)
|
|
|
|
|
Takao Yuhara
(June 7, 1946)
|
|
Outside Audit & Supervisory Board Member
|
|
Apr. 1969
|
|
Joined Nippon Chemical Industrial Co., Ltd.
|
|
|
May 1971
|
|
Joined SONY CORPORATION
|
|
|
|
|
June 2003
|
|
Corporate Executive Officer and Group CFO (Chief Financial Officer) of SONY CORPORATION
|
|
|
|
|
Dec. 2007
|
|
Managing Executive Officer of ZENSHO CO., LTD. (ZENSHO CO., Ltd. is changed its name to ZENSHO HOLDINGS CO., Ltd. in October.
2011)
|
|
|
|
|
June 2008
|
|
Outside Audit & Supervisory Board Member (Current)
|
|
|
|
|
May 2011
|
|
Managing Director and CFO of ZENSHO CO., LTD.
|
-83-
|
|
|
|
|
|
|
Name
(Date of Birth)
|
|
Current
Position
(Function/Business area)
|
|
Date
|
|
Business Experience
|
Kimitoshi Yabuki
(August 22, 1956)
|
|
Outside Audit & Supervisory Board Member
|
|
Apr. 1987
|
|
Qualified as an attorney-at-law in Japan
|
|
|
Apr. 1987
|
|
Joined Nagashima & Ohno
|
|
|
|
|
Sep. 1991
|
|
Graduated from Columbia Law School, NY (LLM)
|
|
|
|
|
Sep. 1991
|
|
Joined Covington and Burling in Washington DC and Brussels
|
|
|
|
|
May 1996
|
|
Joined Yabuki Law Office (Current)
|
|
|
|
|
Mar. 2000
|
|
Outside Audit & Supervisory Board Member of UPS Japan K.K.
|
|
|
|
|
June 2008
|
|
Outside Director of the Board of Eisai Co., Ltd.,
|
|
|
|
|
June 2013
|
|
Outside Audit & Supervisory Board Member (Current)
|
|
|
|
|
Kiyohisa Horie
(March 7, 1948)
|
|
Substitute Audit & Supervisory Board Member
|
|
Apr.1970
|
|
Joined Horie Morita Audit Office (now: Meiji Audit Corporation)
|
|
|
|
Joined Showa Accounting Office
|
|
|
|
|
Aug.1980
|
|
Registered as Certified Public Accountant
|
|
|
|
|
Mar.1988
|
|
Registered as Tax Accountant
|
|
|
|
|
Apr.1988
|
|
Senior Partner of Meiji Audit Corporation (Current)
|
|
|
|
|
May.1988
|
|
Representative Director of Showa Accounting Office (Current)
|
|
|
|
|
May.1988
|
|
Managing Partner of Meiji Audit Corporation (Current)
|
|
|
|
|
May.1998
|
|
Vice-Chairman & Managing Partner of Meiji Audit Corporation (Current)
|
Directors and Audit & Supervisory Board Members are elected at a general meeting of shareholders for two and
four years terms, respectively, and may serve any number of consecutive terms. The Board of Directors appoints from among its members a Chairman and one or more Representative Directors in accordance with the Corporation Law of Japan.
The Company maintains an executive officer system and under such system there are 28 such officers each with one of the following roles:
|
|
|
Executive officers: Oversee operations under the authority granted from the president and report to the president.
|
|
|
|
Group executive officers: Assist the president with the management of Ricoh group.
|
-84-
Executive Officers of the Company as of June 21, 2013 were as follows:
|
|
|
|
|
|
|
Name
|
|
Current Position
(Function/Business area)
|
|
Date
|
|
Business Experience
|
Shiro Kondo
(October 7, 1949)
|
|
Chairman and
Chairman of the Board
|
|
See above for his business experience and other information.
|
|
|
|
Zenji Miura
(January 5, 1950)
|
|
President and
Chief Executive Officer
|
|
See above for his business experience and other information.
|
|
|
|
Shiro Sasaki
(December 23, 1949)
|
|
Corporate Executive Vice President
(Chief Marketing Officer)
|
|
See above for his business experience and other information.
|
|
(General Manager of Production Printing Business Group)
(General Manager of Trade Affairs & Export/Import Administration Division)
(Chairman and CEO (Chief Executive Officer) of Ricoh Production Print Solutions LLC)
|
|
|
|
|
|
Nobuo Inaba
(November 11, 1950)
|
|
Corporate Executive Vice President
(Chief Information Officer)
(President of Ricoh Institute
of Sustainability and Business)
|
|
See above for his business experience and other information.
|
|
|
|
Yohzoh Matsuura
(April 15, 1956)
|
|
Corporate Executive Vice President
(General Manager of MFP Business Group)
(General Manager of Research and Development Group)
|
|
See above for his business experience and other information.
|
|
|
|
Yoshinori Yamashita
(August 22, 1957)
|
|
Corporate Executive Vice President
(In charge of Internal Management and Control)
(General Manager of Corporate Planning Division)
|
|
See above for his business experience and other information
|
|
|
|
Kunihiko Satoh
(October 21, 1956)
|
|
Corporate Executive Vice President
(Representative Director, President and CEO (Chief Executive Officer) of Ricoh Japan Corporation
(General Manager of Japan Marketing Group)
|
|
See above for his business experience and other information
|
|
|
|
Kenichi Kanemaru
(November 19, 1952)
|
|
Corporate Executive Vice President
(CHO (Chief Human Resource Officer))
(In charge of Corporate Social Responsibility)
(In charge of environmental management)
(General Manager of Global Procurement Division)
|
|
See above for his business experience and other information
|
-85-
|
|
|
|
|
|
|
Name
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Soichi Nagamatsu
|
|
Corporate Senior Vice President
|
|
July 2004
|
|
Joined the Company
|
(March 25, 1951)
|
|
(General Manager of Legal & Intellectual Property Division)
(General Manager of Network Appliance Business Group)
|
|
July 2004
|
|
Deputy General Manager of Research and Development Group
|
|
|
|
Apr. 2006
|
|
Corporate Vice President
|
|
|
|
Apr. 2006
|
|
General Manager of Research and Development Group
|
|
|
|
Apr. 2006
|
|
General Manager of Corporate Technology Planning Division
|
|
|
|
Apr. 2007
|
|
General Manager of Office System Development Center of Research and Development Group
|
|
|
|
Dec. 2007
|
|
General Manager of Advanced Prototyping Center of Research and Development Group
|
|
|
|
Apr. 2008
|
|
General Manager of Corporate Technology Development Group
|
|
|
|
|
Apr. 2008
|
|
General Manager of Office Solution Technology Development Center of Corporate Technology Development Group
|
|
|
|
|
Apr. 2008
|
|
General Manager of Advanced Technology R&D Center of Research and Development Group
|
|
|
|
|
Apr. 2008
|
|
Chairman of Ricoh Software Research Center (Beijing) Co., Ltd.
|
|
|
|
|
Apr. 2009
|
|
General Manager of Corporate Planning Division
|
|
|
|
|
Oct. 2009
|
|
General Manager of New Business Development Center of Corporate Planning Division
|
|
|
|
|
Apr. 2010
|
|
Corporate Senior Vice President (Current)
|
|
|
|
|
Apr. 2011
|
|
General Manager of Network Appliance Business Group (Current)
|
|
|
|
|
Oct. 2011
|
|
General Manager of Eco Solution Division
|
|
|
|
|
Apr. 2012
|
|
General Manager of Eco Solution Center of Network Appliance Business Group
|
|
|
|
|
Apr. 2013
|
|
General Manager of Legal & Intellectual Property Division (Current)
|
|
|
|
|
Kenichi Matsubayashi
|
|
Corporate Senior Vice President
(General Manager of Chemical Technology & Products Business Group)
|
|
Apr. 1971
|
|
Joined the Company
|
(June 5, 1948)
|
|
|
Apr. 2001
|
|
Deputy General Manager of RS Products Division of Production Business Group
|
|
|
|
Apr. 2003
|
|
Deputy General Manager of Procurement Control Center of Production Business Group
|
|
|
|
Oct. 2003
|
|
General Manager of RS Products Division of Production Business Group
|
|
|
|
June 2005
|
|
Corporate Vice President
|
|
|
|
Oct. 2008
|
|
Representative Director, President of Yamanashi Electronics Co., Ltd.
|
|
|
|
|
Apr. 2011
|
|
Corporate Senior Vice President (Current)
|
|
|
|
|
Oct. 2012
|
|
General Manager of Chemical Technology & Products Business Group (Current)
|
-86-
|
|
|
|
|
|
|
Name
|
|
Current Position
(Function/Business area)
|
|
Date
|
|
Business Experience
|
Hidetsugu Nonaka
|
|
Corporate Senior Vice President
|
|
Apr. 1978
|
|
Joined the Company
|
(December 5, 1953)
|
|
(General Manager of Global Marketing Group)
|
|
Apr. 2006
|
|
General Manager of Document Solutions & Services Devision
|
|
|
(General Manager of China & Emerging Markets Strategy Center of Global Marketing Group)
|
|
Apr. 2009
|
|
Corporate Vice President
|
|
|
|
June 2009
|
|
Associate Director
|
|
|
|
Apr. 2011
|
|
Deputy General Manager of Global Marketing Group
|
|
|
|
Apr. 2012
Apr. 2012
|
|
Corporate Senior Vice President (Current)
General Manager of Global Marketing Group (Current)
|
|
|
|
|
Apr. 2012
|
|
General Manager of Service & Support Center of Global Marketing Group
|
|
|
|
|
Apr. 2012
|
|
Chairman of Ricoh China Co., Ltd.
|
|
|
|
|
May 2012
|
|
General Manager of Imaging Product Business Center of Global Marketing Group
|
|
|
|
|
Apr. 2013
|
|
General Manager of China & Emerging Markets Strategy Center of Global Marketing Group (Current)
|
|
|
|
|
Katsumi Kurihara
|
|
Corporate Senior Vice President
(General Manager of Quality of Management Division)
(General Manager of Process Innovation Group)
|
|
Apr. 1978
|
|
Joined the Company
|
(March 24, 1956)
|
|
|
Apr. 2006
|
|
General Manager of Engineering Process Innovation Center of MFP Business Group
|
|
|
|
Apr. 2007
|
|
Deputy General Manager of Office Business Planning Center
|
|
|
|
Apr. 2007
|
|
General Manager of Engineering Process Innovation Center of Office Business Planning Center
|
|
|
|
Apr. 2009
|
|
General Manager of Quality of Management Division (Current)
|
|
|
|
Apr. 2010
|
|
Corporate Vice President
|
|
|
|
Apr. 2011
|
|
General Manager of Quality and Process Innovation Center of Quality Management Division
|
|
|
|
Oct. 2011
|
|
Deputy General Manager of Business Process Reengineering Group
|
|
|
|
Oct. 2011
|
|
General Manager of Quality and Process Innovation Center of Quality of Management Division
|
|
|
|
Apr. 2012
|
|
Corporate Senior Vice President (Current)
|
|
|
|
Apr. 2012
|
|
Deputy General Manager of Process Innovation Group
|
|
|
|
June 2012
|
|
General Manager of Process Innovation Group (Current)
|
-87-
|
|
|
|
|
|
|
Name
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Seiji Sakata
(September 12, 1958)
|
|
Corporate Senior Vice President
(General Manager of Human Resources Division)
(General Manager of Corporate Sports Promotion Center)
|
|
Apr. 1981
|
|
Joined the Company
|
|
|
Apr. 2008
|
|
Deputy General Manager of MFP Business Group
|
|
|
Oct. 2008
|
|
General Manager of 2nd Designing Center of MFP Business Group
|
|
|
Apr. 2009
|
|
General Manager of Controller Development Division
|
|
|
Apr. 2010
|
|
Corporate Vice President
|
|
|
Apr. 2011
|
|
General Manager of Human Resources Division (Current)
|
|
|
Apr. 2011
|
|
General Manager of General Administration Corporate Strategic Center of Human Resources Division
|
|
|
Apr. 2011
|
|
Deputy General Manager of Corporate Sports Promotion Center
|
|
|
Apr. 2012
|
|
Corporate Senior Vice President (Current)
|
|
|
Oct. 2012
|
|
General Manager of General Administration Strategic Center
|
|
|
Oct. 2012
|
|
General Manager of Corporate Sports Promotion Center (Current)
|
|
|
|
|
Daisuke Segawa
(July 21, 1954)
|
|
Corporate Senior Vice President
(General Manager of Finance and Accounting Division)
|
|
Mar. 1980
|
|
Joined the Company
|
|
|
Oct. 2004
|
|
General Manager of Corporate Planning Division
|
|
|
June 2005
|
|
Corporate Vice President
|
|
|
Apr. 2006
|
|
General Manager of Finance and Accounting Division
|
|
|
July 2008
|
|
Group Executive Officer, Corporate Vice President
|
|
|
Apr. 2009
|
|
Associate Director
|
|
|
May 2009
|
|
President and CEO (Chief Executive Officer) of InfoPrint Solutions Company, LLC
|
|
|
June 2009
|
|
Group Executive Officer, Corporate Vice President
|
|
|
Dec. 2010
|
|
General Manager of NPPC Preparation Office
|
|
|
Apr. 2011
|
|
Deputy General Manager of Production Printing Business Group
|
|
|
Apr. 2011
|
|
President and COO (Chief Operating Officer) of Ricoh Production Print Solutions, LLC.
|
|
|
Apr. 2013
|
|
Associate Director
|
|
|
Apr. 2013
|
|
Deputy General Manager of Finance and Accounting Division
|
|
|
June 2013
|
|
Corporate Senior Vice President (Current)
|
|
|
June 2013
|
|
General Manager of Finance and Accounting Division (Current)
|
|
|
|
|
Masayuki Ishihara
(August 20, 1956)
|
|
Corporate Senior Vice President
(General Manager of Production Business Group)
(President of RICOH Industry Co., Ltd.)
|
|
Mar. 1979
|
|
Joined the Company
|
|
|
Apr. 2011
|
|
Deputy General Manager of Production Business Group
|
|
|
Apr. 2012
|
|
Corporate Vice President
|
|
|
Apr. 2012
|
|
General Manager of Production Business Group (Current)
|
|
|
July 2012
|
|
General Manager of Service Parts Center of Production Business Group
|
|
|
Apr. 2013
|
|
Corporate Senior Vice President (Current)
|
|
|
Apr. 2013
|
|
President of RICOH Industry Co., Ltd. (Current)
|
-88-
|
|
|
|
|
|
|
Name
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Katsunori Nakata
(November 4,1961)
|
|
Corporate Senior Vice President
(General Manager of Imaging Systems Business Group)
(General Manager of Industrial Optical Systems Division of Imaging Systems Business Group)
|
|
Apr. 1985
|
|
Joined the Company
|
|
|
Apr. 2012
|
|
Deputy General Manager of Imaging Systems Business Group
|
|
|
Apr. 2012
|
|
General Manager of Industrial Optical Systems Division of Imaging Systems Business Group (Current)
|
|
|
Apr. 2013
|
|
Corporate Senior Vice President (Current)
|
|
|
Apr. 2013
|
|
General Manager of Imaging Systems Business Group (Current)
|
|
|
|
|
Junichi Matsuno
(April 18, 1954)
|
|
Corporate Vice President
(General Manager of GJ Design & Development Division)
|
|
Apr. 2008
|
|
Joined the Company
|
|
|
Apr. 2009
|
|
General Manager of GJ Design & Development Division (Current)
|
|
|
Apr. 2009
|
|
General Manager of Technology Strategy Center of GJ Design & Development Division
|
|
|
Apr. 2010
|
|
Corporate Vice President (Current)
|
|
|
Apr. 2011
|
|
General Manager of GC Development Center of GJ Design & Development Division
|
|
|
|
|
Masahiro Nakamura
(December 7, 1955)
|
|
Corporate Vice President
(President of Electronic Devices Company)
(Chairman of Ricoh Electronic Devices Shanghai Co., Ltd.)
|
|
Mar. 1979
|
|
Joined the Company
|
|
|
Apr. 2011
|
|
Deputy President of Electronic Devices Company
|
|
|
Oct. 2011
Oct. 2011
|
|
Corporate Vice President (Current)
President of Electronic Devices Company (Current)
|
|
|
Oct. 2011
|
|
Chairman of Ricoh Electronic Devices Shanghai Co., Ltd. (Current)
|
|
|
|
|
Hidenobu Endoh
(January 17, 1959)
|
|
Corporate Vice President
(General Manager of Printer Business Group)
|
|
Apr. 1981
|
|
Joined the Company
|
|
|
Apr. 2007
|
|
General Manager of GJ Designing Center of Printer Business Group
|
|
|
|
Oct. 2009
Apr. 2011
|
|
Deputy General Manager of Printer Business Group
Corporate Vice President (Current)
|
|
|
|
Apr. 2011
|
|
General Manager of Printer Business Group (Current)
|
|
|
|
Oct. 2011
|
|
General Manager of Business Strategy Center of Printer Business Group
|
|
|
|
|
Kazuo Nishinomiya
(August 22, 1960)
|
|
Corporate Vice President
(President of PC Unit Products Company)
|
|
Apr. 1983
|
|
Joined the Company
|
|
|
Jan. 2007
|
|
President of Ricoh Industrie France S.A.S.
|
|
|
Feb. 2010
|
|
Deputy President of PC Unit Products Company
|
|
|
Apr. 2010
|
|
President of PC Unit Products Company (Current)
|
|
|
Apr. 2011
|
|
Corporate Vice President (Current)
|
|
|
|
|
Hisao Murayama
(June 26, 1958)
|
|
Corporate Vice President
(General Manager of Imaging Engine Development Division)
|
|
Mar. 1981
|
|
Joined the Company
|
|
|
Apr. 2011
|
|
General Manager of Imaging Engine Development Division (Current)
|
|
|
Apr. 2012
|
|
Corporate Vice President (Current)
|
|
|
Apr. 2012
|
|
General Manager of Platform Development Center of Imaging Engine Development Division
|
-89-
|
|
|
|
|
|
|
Name
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Yasutomo Mori
(December 5, 1960)
|
|
Corporate Vice President
(Deputy General Manager of Chemical Technology & Products Business Group)
(Chairman of Ricoh Thermal Media (Beijing) Co., Ltd.)
(Chairman of Ricoh Thermal Media (Wuxi) Co., Ltd.)
(Chairman of Ricoh International (Shanghai) Co., Ltd.)
(Chairman of Ricoh Thermal Media Asia Pacific Private Limited)
|
|
Mar. 1986
|
|
Joined the Company
|
|
|
Apr. 2011
|
|
President of Thermal Media Company (Current)
|
|
|
Apr. 2011
|
|
Chairman of Ricoh Thermal Media (Beijing) Co., Ltd. (Current)
|
|
|
Apr. 2011
|
|
Chairman of Ricoh Thermal Media (Wuxi) Co., Ltd. (Current)
|
|
|
Apr. 2011
|
|
Chairman of Ricoh International (Shanghai) Co., Ltd. (Current)
|
|
|
Apr. 2012
Oct. 2012
|
|
Corporate Vice President (Current)
Deputy General Manager of Chemical Technology & Products Business Group (Current)
|
|
|
|
|
Mariko Azuma
(November 21,1952)
|
|
Corporate Vice President
(General Manager of CSR and Environmental Management Division)
|
|
Apr. 1973
|
|
Joined the Company
|
|
|
June 2007
|
|
General Manager of Corporate Social Responsibility Office
|
|
|
Apr. 2013
|
|
Corporate Vice President (Current)
|
|
|
Apr. 2013
|
|
General Manager of CSR and Environmental Management Division (Current)
|
Group Executive Officers of the
Company as of June 21, 2013 were as follows:
|
Name
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Sadahiro Arikawa
(March 31, 1949)
|
|
Group Executive Officer, Corporate Senior Vice President
(Representative Director, President of Ricoh Leasing Co., Ltd.)
|
|
Apr. 1971
|
|
Joined the Company
|
|
|
Apr. 2001
|
|
General Manager of Fukuoka Branch of Marketing Group
|
|
|
Dec. 2001
|
|
President of Ricoh Kyusyu Co., Ltd.
|
|
|
Apr. 2004
|
|
General Manager of Major Accounts Marketing Division of Marketing Group
|
|
|
June 2004
|
|
Senior Vice President
|
|
|
June 2005
|
|
Corporate Vice President
|
|
|
Apr. 2009
|
|
Associate Director
|
|
|
June 2009
|
|
Representative Director, President of Ricoh Leasing Co., Ltd. (Current)
|
|
|
June 2009
|
|
Group Executive Officer, Corporate Senior Vice President (Current)
|
|
|
|
|
Nobuaki Majima
(May 24, 1952)
|
|
Group Executive Officer, Corporate Vice President
(President of Ricoh Asia Pacific, Pte. Ltd.)
(General Manager of Asia Pacific Marketing Group)
|
|
Apr. 1981
|
|
Joined the Company
|
|
|
Apr. 2006
|
|
President of Ricoh Asia Pacific, Pte. Ltd. (Current)
|
|
|
Apr. 2009
|
|
Group Executive Officer, Corporate Vice President (Current)
|
|
|
June 2009
|
|
General Manager of Asia Pacific Marketing Group (Current)
|
|
|
|
|
Akira Oyama
(January 6,1961)
|
|
Group Executive Officer, Corporate Vice President
(CEO of Ricoh Europe PLC)
(Chairman of Ricoh Europe B.V.)
(General Manager of Europe Marketing Group)
|
|
July 1986
|
|
Joined the Company
|
|
|
Apr. 2011
|
|
President and COO of Ricoh Europe PLC
|
|
|
Aug. 2012
|
|
Group Executive Officer, Corporate Vice President (Current)
|
|
|
Aug. 2012
|
|
CEO of Ricoh Europe PLC (Current)
|
|
|
Aug. 2012
|
|
Chairman of Ricoh Europe B.V. (Current)
|
|
|
Aug. 2012
|
|
General Manager of Europe Marketing Group (Current)
|
-90-
|
|
|
|
|
|
|
Name
|
|
Current Position
(Function/Business
area)
|
|
Date
|
|
Business Experience
|
Martin Brodigan
(August 22, 1961)
|
|
Group Executive Officer, Corporate Vice President
(Chairman and CEO of Ricoh Americas Corporation)
(Chairman and CEO of Ricoh USA, Inc.)
(General Manager of Americas Marketing Group)
|
|
Oct. 1991
|
|
Joined Gestetner Plc
|
|
|
May 2012
|
|
Chairman and CEO of Ricoh Americas Corporation (Current)
|
|
|
May 2012
|
|
Chairman and CEO of Ricoh USA, Inc. (Current)
|
|
|
Apr. 2013
|
|
Group Executive Officer, Corporate Vice President (Current)
|
|
|
Apr. 2013
|
|
General Manager of Americas Marketing Group (Current)
|
|
|
|
|
Jeffrey Briwick
(May 8, 1963)
|
|
Group Executive Officer, Corporate Vice President
(President and CEO of Ricoh Electronics, Inc.)
|
|
Dec. 1987
|
|
Joined Ricoh Electronics, Inc.
|
|
|
Apr. 2009
|
|
EVP of California Operations Group, Ricoh Electronics, Inc.
|
|
|
Apr. 2011
|
|
President and CEO of Ricoh Electronics, Inc. (Current)
|
|
|
Apr. 2013
|
|
Group Executive Officer, Corporate Vice President (Current)
|
There are no family relationships between any Director, Audit & Supervisory Board Member or
Executive Officer and any other Director, Audit & Supervisory Board Member or Executive Officer of the Company. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person
named above was selected as a Director, Audit & Supervisory Board Member, Executive Officer, or a Group Executive Officer.
B.
Compensation
The aggregate remuneration, including bonuses but excluding retirement allowances, for fiscal year 2013 to all
Directors, Audit & Supervisory Board Members, Executive Officers and Group Executive Officers of the Company who served during fiscal year 2013 was ¥1,159 million.
Bonuses to be received by the director are determined by a resolution of an ordinary general meeting of shareholders of the Company.
Bonuses so paid are not deductible by the Company for tax purposes and, for financial reporting purposes, are reported under selling, general and administrative expenses as a charge against income and are based on the Companys financial
performance for the fiscal year. During fiscal year 2014, the Company will pay bonuses in the total amount of ¥98 million to Directors as a group in their capacity as such (excluding bonuses for their services as employees) in respect of
fiscal year 2014, as approved by the Companys shareholders at the Ordinary General Meeting of Shareholders held on June 21, 2013.
-91-
In accordance with customary Japanese business practice, when a Director or Audit &
Supervisory Board Member retires, a proposal to pay a lump-sum retirement allowance is submitted to the shareholders for their approval. After shareholders approval is obtained, the amount of the retirement allowance for a Director or
Audit & Supervisory Board Member is fixed by the Board of Directors or Audit & Supervisory Board and generally reflects his remuneration and position at the time of retirement, the length of his service as a Director or
Audit & Supervisory Board Member and his contribution to the Companys performance. At the Ordinary General Meeting of Shareholders held on June 27, 2007, the shareholders approved the abolishment of this retirement allowance
system. Accordingly, the Company will pay incumbent Directors and Audit & Supervisory Board Members their final retirement allowances corresponding to their tenure through June 27, 2007 in accordance with standards prescribed by the
Company. The amount of such final retirement allowance through June 27, 2007 is ¥498 million, for which the Company has established a reserve.
The Company abolished the retirement system as described above, in its place the Company introduced stock price-linked remuneration for its Directors by enhancing of the bonuses for directors with the
Companys financial performance. Under this new system, the Company will pay a specified amount of remuneration to Directors each month, which amount will be contributed to the stock purchasing system to purchase the Companys stock. Each
Director will be required to hold the Companys stock purchased under this system for the tenure of their office. One of the objectives of this system is to align the interests of the Directors with the interests of the shareholders on a
long-term basis, which Ricoh believes will also strengthen the incentives to enhance shareholder value.
C. Board Practices
Under the Corporation Law of Japan, all Directors and Audit & Supervisory Board Members shall be elected at the General Meeting
of Shareholders. In general, under the Articles of Incorporation of the Company, the terms of office of Directors shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last fiscal year ending within
two years after their election, and the terms of office of Audit & Supervisory Board Members shall expire at the conclusion of the Ordinary General Meeting of Shareholders held with respect to the last fiscal year ending within four years
after their election. However, both the Directors and Audit & Supervisory Board Members may serve any number of consecutive terms.
From among the Directors, the Board of Directors shall elect one or more Representative Directors. Each of the Representative Directors has the statutory authority to represent the Company in the conduct
of its affairs.
-92-
The Audit & Supervisory Board Members of the Company are not required to be and are
not certified public accountants. However, at least half of the Audit & Supervisory Board Members must be a person who has not been a Director, executive officer, manager, or employee of the Company or any of its subsidiaries prior to his
or her election as an Audit & Supervisory Board Member. The Audit & Supervisory Board Members may not at the same time be Directors, executive officers, managers, or employees of the Company or any of its subsidiaries. Each
Audit & Supervisory Board Member has the statutory duty to examine the financial statements and business reports to be submitted by the Board of Directors at the General Meeting of Shareholders and also to supervise the administration by
the Directors of the Companys affairs. Audit & Supervisory Board Members are entitled and obligated to participate in meetings of the Board of Directors but are not entitled to vote. Under the Corporation Law, the Audit &
Supervisory Board has a statutory duty to prepare and submit its audit report to the Board of Directors each year. An Audit & Supervisory Board Member may note his or her opinion in the audit report if it is different from the opinion of
the Audit & Supervisory Board that is expressed in the audit report. The Audit & Supervisory Board is empowered to establish audit principles, the method of examination by the Audit & Supervisory Board Members of the
Companys affairs and financial position, and other matters concerning the performance of the Audit & Supervisory Board Members duties. The Company does not have an audit committee.
There are no Directors service contracts with Ricoh providing for benefits upon termination of service. For additional information
regarding director compensation, see Item 6.B.
D. Employees
The table below provides information about employees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Categorized by Operating Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
|
100,959
|
|
|
|
99,074
|
|
|
|
96,741
|
|
Industrial Products
|
|
|
3,056
|
|
|
|
3,101
|
|
|
|
3,247
|
|
Other
|
|
|
3,868
|
|
|
|
5,888
|
|
|
|
6,257
|
|
Headquarters
|
|
|
1,131
|
|
|
|
1,178
|
|
|
|
1,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
109,014
|
|
|
|
109,241
|
|
|
|
107,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Categorized by Geographic Location
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
|
40,072
|
|
|
|
38,519
|
|
|
|
37,401
|
|
Overseas
|
|
|
68,942
|
|
|
|
70,722
|
|
|
|
70,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
109,014
|
|
|
|
109,241
|
|
|
|
107,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A union is organized in the Company and certain subsidiaries. There has been no significant labor dispute
in fiscal year 2013 and Ricoh generally believes its employee relations to be good.
-93-
E. Share Ownership
The following table lists the number of Common Stock owned by each Director, Audit & Supervisory Board Member and Executive Officer of the Company as of June 21, 2013. None of the
Companys Directors, Audit & Supervisory Board Members or Executive Officers is a beneficial owner of more than 1% of the Companys Common Stock. Collectively, the Directors, Audit & Supervisory Board Members and
Executive Officers beneficially own approximately 0.03% of the total Company Common Stock issued.
|
|
|
|
|
|
|
Name
|
|
Position
|
|
Number of Shares
|
|
Shiro Kondo
|
|
Chairman of the Board and Representative Director
|
|
|
43,000
|
|
Zenji Miura
|
|
Representative Director
|
|
|
45,000
|
|
Shiroh Sasaki
|
|
Director
|
|
|
19,000
|
|
Nobuo Inaba
|
|
Director
|
|
|
11,000
|
|
Yozoh Matsuura
|
|
Director
|
|
|
4,000
|
|
Yoshinori Yamashita
|
|
Director
|
|
|
6,000
|
|
Kunihiko Satoh
|
|
Director
|
|
|
9,000
|
|
Kenichi Kanemaru
|
|
Director
|
|
|
9,000
|
|
Mochio Umeda
|
|
Outside Director
|
|
|
7,000
|
|
Kunio Noji
|
|
Outside Director
|
|
|
1,000
|
|
Mitsuhiro Shinoda
|
|
Audit & Supervisory Board Member
|
|
|
3,000
|
|
Kunihito Minakawa
|
|
Audit & Supervisory Board Member
|
|
|
3,000
|
|
Soichi Nagamatsu
|
|
Corporate Senior Vice President
|
|
|
7,000
|
|
Kenichi Matsubayashi
|
|
Corporate Senior Vice President
|
|
|
13,000
|
|
Hidetsugu Nonaka
|
|
Corporate Senior Vice President
|
|
|
5,000
|
|
Katsumi Kurihara
|
|
Corporate Senior Vice President
|
|
|
3,000
|
|
Seiji Sakata
|
|
Corporate Senior Vice President
|
|
|
5,000
|
|
Daisuke Segawa
|
|
Corporate Senior Vice President
|
|
|
1,000
|
|
Masayuki Ishihara
|
|
Corporate Senior Vice President
|
|
|
5,000
|
|
Katsunori Nakata
|
|
Corporate Vice President
|
|
|
6,000
|
|
Junichi Matsuno
|
|
Corporate Vice President
|
|
|
3,000
|
|
Masahiro Nakamura
|
|
Corporate Vice President
|
|
|
7,000
|
|
Kazuo Nishinomiya
|
|
Corporate Vice President
|
|
|
11,000
|
|
Hisao Murayama
|
|
Corporate Vice President
|
|
|
6,790
|
|
Mariko Azuma
|
|
Corporate Vice President
|
|
|
5,000
|
|
Sadahiro Arikawa
|
|
Corporate Senior Vice President
|
|
|
4,000
|
|
Nobuaki Majima
|
|
Corporate Vice President
|
|
|
9,000
|
|
Akira Oyama
|
|
Corporate Vice President
|
|
|
7,000
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
257,790
|
|
|
|
|
|
|
|
|
All shares of Common Stock of the Company carry the same voting rights.
No options to purchase securities from the Company or any of its subsidiaries were outstanding on June 21, 2013.
-94-
Item 7.
Major Shareholders and Related Party Transactions
A. Major Shareholders
Major
shareholders that are beneficial owners of 5% or more of the Common Stock as of March 31, 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Name
|
|
Number
of
Shares Owned
(in thousands)
|
|
|
Percentage
of
Outstanding
Shares
Owned
|
|
Common Stock
|
|
The Master Trust Bank of Japan, Ltd. (Trust account)
|
|
|
79,058
|
|
|
|
10.90
|
%
|
Common Stock
|
|
Japan Trustee Services Bank, Ltd. (Trust account)
|
|
|
57,891
|
|
|
|
7.98
|
|
Common Stock
|
|
Nippon Life Insurance Company
|
|
|
36,801
|
|
|
|
5.08
|
|
The Master Trust Bank of Japan, Ltd. is a joint venture managed by Mitsubishi UFJ Trust and Banking
Corporation, Nippon Life Insurance Company, Meiji Yasuda Life Insurance Company and the Norinchukin Trust and Banking Co., Ltd.
Japan Trustee Services Bank, Ltd. is a joint venture managed by Resona Bank, Ltd., the Sumitomo Trust and Banking Co., Ltd. and Chuo
Mitsui Trust Holdings, Inc.
As far as is known to the Company, there has not been any significant change in the percentage
ownership held by any major shareholders during fiscal year 2013. The major shareholders do not have different voting rights.
American Depositary Receipts (ADRs) evidencing American Depositary Shares are issued by The Bank of New York Mellon. The
normal trading unit is 5 American Depositary Shares. As of March 31, 2013, 223,676 American Depositary Shares were held of record by one institutional registered holder in the United States of America.
As far as is known to the Company as of this date, it is not directly or indirectly owned or controlled by any other corporation or by
the Japanese or any foreign government. As far as is known to the Company as of this date, there is no arrangement, the operation of which may at a subsequent date result in a change in control of the Company.
B. Related Party Transactions
Ricoh sells or purchases products, materials, supplies and services to or from affiliated companies on normal commercial terms and
conditions. See Note [6] to the Consolidated Financial Statements.
MUSE Associates, LLC is a limited liability company wholly
owned by the Companys outside director, Mr. Mochio Umeda.
-95-
For the years ended March 31, 2012 and 2013, Ricoh paid the consulting fee of
¥35 million and ¥25 million to MUSE Associates, LLC respectively, which were recorded in selling, general and administrative expenses. There are no account balances relating to this transaction at March 31, 2012 and 2013. Fees
and other transaction terms are determined through negotiations, based on consideration of the general market transaction data.
C. Interest
of Experts and Counsel
Not applicable.
Item 8.
Financial Information
A. Consolidated Statements
and Other Information
See Item 18. Financial Statements and pages F-1 through F-52.
Legal or arbitration proceedings
There are no material pending legal or arbitration proceedings to which Ricoh is a party.
Dividend Policy
Ricoh endeavors to provide stable dividends to its
shareholders by boosting profitability. At the same time, Ricoh undertakes to increase retained earnings to reinforce its corporate structure and to cultivate new businesses. Ricoh uses such retained earnings to strengthen its core businesses and
invest in new fields with medium- and long-term perspectives. See Item 10 Dividends for important information on the Companys dividend payment procedure and restrictions.
B. Significant Changes
No
significant changes have occurred since the date of the Consolidated Financial Statements included in this report.
Item 9.
The Offer and Listing
A. Offer and Listing Details
The primary market for the Companys Common
Stock is the Tokyo Stock Exchange (the TSE) in the form of original Common Stock.
The Companys Common Stock
has been listed on the TSE since 1949, and in Japan it is also listed on the Osaka Stock Exchange, the Nagoya Stock Exchange, the Fukuoka Stock Exchange and the Sapporo Stock Exchange. In addition, the Companys Common Stock is listed outside
of Japan on Euronext Paris.
-96-
In the United States, the Companys American Depositary Shares are traded on the
Over-the-Counter Market in the form of ADRs and are issued and exchanged by The Bank of New York Mellon, as depositary. The following table sets forth for the periods indicated the reported high and low sales prices of the Companys Common
Stock on the TSE and the reported high and low sales prices per share of the Companys ADSs on the Over-the-Counter Market.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tokyo Stock Exchange Price
Per Share of Common Stock
(Japanese Yen)
|
|
|
Over-the-Counter Market Price
Per American Depositary Share
(5 shares of Common
Stock)
(U.S. Dollars)
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
Annual highs and lows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2009
|
|
|
1,986
|
|
|
|
770
|
|
|
|
93.50
|
|
|
|
41.50
|
|
Fiscal Year 2010
|
|
|
1,473
|
|
|
|
1,089
|
|
|
|
79.85
|
|
|
|
58.69
|
|
Fiscal Year 2011
|
|
|
1,647
|
|
|
|
818
|
|
|
|
87.95
|
|
|
|
53.25
|
|
Fiscal Year 2012
|
|
|
977
|
|
|
|
588
|
|
|
|
57.94
|
|
|
|
39.15
|
|
Fiscal Year 2013
|
|
|
1,113
|
|
|
|
486
|
|
|
|
62.11
|
|
|
|
31.69
|
|
|
|
|
|
|
Quarterly highs and lows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
st
quarter
|
|
|
977
|
|
|
|
825
|
|
|
|
57.94
|
|
|
|
50.11
|
|
2
nd
quarter
|
|
|
938
|
|
|
|
622
|
|
|
|
57.39
|
|
|
|
41.00
|
|
3
rd
quarter
|
|
|
711
|
|
|
|
599
|
|
|
|
46.05
|
|
|
|
39.15
|
|
4
th
quarter
|
|
|
852
|
|
|
|
588
|
|
|
|
50.42
|
|
|
|
39.23
|
|
|
|
|
|
|
Fiscal Year 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
st
quarter
|
|
|
840
|
|
|
|
529
|
|
|
|
50.49
|
|
|
|
34.35
|
|
2
nd
quarter
|
|
|
738
|
|
|
|
486
|
|
|
|
46.85
|
|
|
|
31.69
|
|
3
rd
quarter
|
|
|
975
|
|
|
|
641
|
|
|
|
59.35
|
|
|
|
40.10
|
|
4
th
quarter
|
|
|
1,113
|
|
|
|
863
|
|
|
|
62.11
|
|
|
|
50.43
|
|
|
|
|
|
|
Monthly highs and lows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2012
|
|
|
975
|
|
|
|
730
|
|
|
|
59.35
|
|
|
|
44.90
|
|
January 2013
|
|
|
1,113
|
|
|
|
863
|
|
|
|
62.11
|
|
|
|
50.43
|
|
February 2013
|
|
|
1,064
|
|
|
|
933
|
|
|
|
57.10
|
|
|
|
51.48
|
|
March 2013
|
|
|
1,102
|
|
|
|
981
|
|
|
|
57.00
|
|
|
|
52.59
|
|
April 2013
|
|
|
1,239
|
|
|
|
919
|
|
|
|
62.39
|
|
|
|
50.76
|
|
May 2013
|
|
|
1,422
|
|
|
|
1,036
|
|
|
|
66.30
|
|
|
|
53.56
|
|
|
|
|
|
|
Notes:
|
|
(1)
|
|
Price per share of Common Stock is as reported by the TSE.
|
|
|
(2)
|
|
Price per ADSs is based upon one ADS representing 5 shares of Common Stock as reported by the Over-the-Counter Market Bulletin Board
®
.
|
-97-
B. Plan of Distribution
Not applicable.
C. Markets
See Item 9.A. for a list of the stock exchanges on which the securities are listed.
See Item 10.B. for certain information relating to the Common Stock of the Company.
D. Selling Shareholders
Not
applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10.
Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Organization
Ricoh
Company, Ltd. was incorporated in Japan under the Commercial Code of Japan and is deemed to remain to exist under the Corporation Law (
Kaisha-ho
; Law No. 86 of 2005) which took effect as of May 1, 2006. It is registered in the
Commercial Register (
shogyo tokibo
) maintained by the Tokyo Legal Affairs Bureau of the Ministry of Justice.
-98-
Objectives and Purposes
Article 3 of the Articles of Incorporation of the Company provides that its purpose is to engage in the following business activities:
|
1.
|
Manufacture and sale of optical equipment, office equipment, printing equipment, audio equipment, electrical equipment, electronic equipment, communication equipment,
precision equipment, measuring equipment, lighting equipment, healthcare equipment, other general machinery, and accessories and supplies thereof;
|
|
2.
|
Manufacture and sale of electronic devices relating to the products described in any of the foregoing items and other products, as well as production and sale of
software relating to the products described in any of the foregoing items and other products;
|
|
3.
|
Installation work and electrical communication work of the products described in any of the foregoing items;
|
|
4.
|
Manufacture and sale of photographic sensitive materials and duplicating papers;
|
|
5.
|
Manufacture and sale of various raw materials for photographic sensitive materials, and various chemical materials for chemical industries;
|
|
6.
|
Manufacture, processing and sale of papers, pulps, textiles, general merchandise and by-products thereof;
|
|
7.
|
Investment in, or sale of the products of, other companies.
|
|
8.
|
Import and Export of the goods described in any of the foregoing items and other goods of every kind and description;
|
|
9.
|
Collection, recycling, and trading of used items relating to the products described in any of the foregoing items;
|
|
10.
|
Telecommunication business, and information services business, such as information processing, information provision, etc;
|
|
11.
|
Provision of business representative service;
|
|
12.
|
Investigation and analysis concerning the environment, and consulting concerning the reduction of the environmental impact;
|
|
13.
|
Brokerage business for casualty insurance and insurance brokerage under the Automobile Liability Security Law of Japan;
|
|
14.
|
Direct marketing through the Internet, facsimile, telephone, etc;
|
|
15.
|
Business relating to printing, publishing, leasing, financing, cargo handling, transport, warehousing, clothing, hotel, as well as leasing, sale, brokering and
administration of real estate;
|
|
16.
|
Investigation, Survey, research and development, establishment of system, and consulting incidental or relating to any of the foregoing items; and
|
|
17.
|
Any and all business incidental or relating to any of the foregoing items.
|
Directors
Under the Corporation Law, the Board of Directors has executive
powers and duties to manage the affairs of the Company and each Representative Director, who is elected from among the Directors by the Board of Directors, has the statutory authority to represent the Company in all respects. Under the Corporation
Law, the Directors must refrain from engaging in any business competing with the Company unless approved by the Board of Directors and any Director who has a material interest in the subject matter of a resolution to be taken by the Board of
Directors cannot vote in such resolution. The total amount of remuneration to Directors and to Audit & Supervisory Board Members is subject to approval at the General Meeting of Shareholders. Within such authorized amounts the Board of
Directors and the Audit & Supervisory Board respectively determine the compensation to each Director and Audit & Supervisory Board Member.
-99-
Except as stated below, neither the Corporation Law nor the Companys Articles of
Incorporation make a special provision as to the Directors or Audit & Supervisory Board Members power to vote in connection with their compensation, borrowing powers exercisable by a Representative Director (or a Director who is
given power by a Representative Director to exercise such powers), their retirement age or requirement to hold any shares of capital stock of the Company. The Corporation Law specifically requires the resolution of the Board of Directors for a
corporation to acquire or dispose of material assets; to borrow substantial amounts of money; to employ or discharge from employment important employees, such as managers (
shihainin
); to establish, change or abolish a material corporate
organization such as a branch office; to decide certain important matters related to the offering as to subscription of bonds; to establish a system necessary to ensure appropriateness of business operations of a joint stock corporation
(
kabushiki kaisha
), including compliance with the laws and regulations and the Articles of Incorporation by the Directors in performing their duties. The Regulations of the Board of Directors of the Company require a resolution of the Board
of Directors for the Companys borrowing or lending of a significant amount of money or giving of a guarantee in a large amount.
Set forth below is certain information relating to the Common Stock of the Company, including brief summaries of certain provisions of the Companys Articles of Incorporation and Share Handling
Regulations, as currently in effect, and of the Corporation Law of Japan relating to a joint stock company (
kabushiki kaisha
) and certain related legislation.
General
The presently authorized capital stock of the Company is
1,500,000,000 shares. Under the Corporation Law, shares of the Company (which chose under Article 7 of its Articles of Incorporation to issue share certificates) are transferable by delivery of share certificates, but in order to assert
shareholders rights against the Company, the transferee must generally have his name registered in the Companys register of shareholders. Shareholders are required to file their names, addresses and seals with Sumitomo Mitsui Trust Bank,
Limited (formerly The Chuo Mitsui Trust & Banking Co., Ltd.), the custodian of the shareholders register (
kabu-nushi meibo kanrinin
), transfer agent for the Companys Common Stock, and shareholders not resident in Japan
are required to file a mailing address in Japan or appoint a resident proxy in Japan. These requirements do not apply to the holders of ADRs.
The central clearing system of share certificates under the Law Concerning Central Clearing of Share Certificates and Other Securities of Japan applies to the shares of Common Stock of the Company.
Pursuant to this system a holder of shares of Common Stock is able to choose, at his discretion, to participate in this system and all certificates of shares of Common Stock elected to be put into this system are deposited with the central clearing
system and all such shares are registered in the name of the clearing house in the Companys register of shareholders. Each participating shareholder is in turn registered in the register of beneficial shareholders and treated the same way as
shareholders registered in the Companys register of shareholders.
-100-
Dividends
The Articles of Incorporation of the Company provide that the accounts shall be closed on March 31 of each year and that dividends, if any, shall be paid to the shareholders of record as of the end
of such fiscal period. After the close of the fiscal period, the Board of Directors prepares, among other things, accounting documents (financial statements) and the attachments thereto for dividends and other purposes; these documents are to be
submitted to the Audit & Supervisory Board Members of the Company and to the Accounting Auditors and then submitted for approval by an annual Ordinary General Meeting of Shareholders, which is normally held in June of each year and the
distribution of surplus (
joyo-kin
) is to be decided upon by shareholders at such Meeting. In addition to provisions for dividends, if any, and for the reserve, bonuses to Directors and Audit & Supervisory Board Members will also be
decided upon at this Meeting. In addition to a distribution of annual dividends, the Board of Directors of the Company may by its resolution declare an interim dividend pursuant to Article 454, paragraph 5 of the Corporation Law to shareholders who
are registered in the Companys register of shareholders at the end of each September 30, subject to the limitations described below.
The Corporation Law provides that the Company may not make any distribution of surplus by way of dividends in cash unless it has set aside in its reserve an amount equal to at least one-tenth of any
amount paid out as an appropriation of retained earnings (including any payment by way of annual dividend and bonuses to Directors and Audit & Supervisory Board Members) or equal to one-tenth of any interim dividend. The Corporation Law
permits the Company to distribute surplus by way of dividends. First, surplus is calculated by adding (i), (ii), (iii) and (iv) described below and subtracting (v), (vi) and (vii) described below from such aggregate of
(i) through (iv): (i) amount determined by subtracting the aggregate of (c), (d) and (e) described below from the aggregate of (a) and (b) described below as of the final date of the last fiscal year; (a) amount of
assets, (b) the aggregate amount of the book value of the treasury stock, (c) amount of liabilities, (d) the aggregate amount of the stated capital and the reserve and (e) the aggregate of each amount entered under respective
accounting titles (
kanjo kamoku
) set forth under the relevant Ordinance of the Ministry of Justice, (ii) amount determined by subtracting the book value of the treasury stock from the consideration for the treasury stock disposed of, if
any, after the final date of the last fiscal year, (iii) amount of reduction of the stated capital, if any, after the final date of the last fiscal year, (iv) amount of reduction of the reserve, if any, after the final date of the last
fiscal year, (v) book value of the treasury stock, if any, cancelled after the final date of the last fiscal year, (vi) amount determined by adding (a) through (c) described below in the event that surplus is distributed after
the final date of the last fiscal year: (a) the aggregate of the book value of assets for distribution set forth under Article 454, paragraph 1, item 1 of the Corporation Law (regarding distribution of surplus), (b) the aggregate of each
sum of the money given to the shareholders who exercised the right to monetary distribution set forth under Article 454, paragraph 4, item 1 of the Corporation Law (regarding distribution in kind) and (c) the aggregate of each sum of the money
given to each shareholder holding shares of which number is less than a certain number to be set forth by the Company pursuant to Article 454, paragraph 4, item 2 of the Corporation Law (regarding distribution in kind), (vii) the aggregate of
each amount entered under respective accounting titles set forth under the relevant Ordinance of the Ministry of Justice. Second, the distributable amount is calculated by subtracting the aggregate of (iii), (iv), (v) and (vi) described
below from the aggregate of (i) and (ii) described below: (i) surplus; (ii) the aggregate of the following items (a) and (b) in the event that extraordinary accounting documents are approved by the shareholders
meeting or by the Board of Directors, as the case may be; (a) the aggregate of each amount entered as profit under respective accounting titles set forth under the relevant Ordinance of the Ministry of Justice during a period of time in
question, (b) consideration for the treasury stock disposed of, if any, during such period; (iii) the book value of the treasury stock; (iv) the consideration for treasury stock disposed of, if any, after the final date of the last
fiscal year; (v) the aggregate of each amount entered as loss under respective accounting titles set forth under the relevant Ordinance of the Ministry of Justice during the same period as stated in (ii) above; and (vi) the aggregate
of each amount entered under the respective accounting titles set forth under the relevant Ordinance of Ministry of Justice. The Company may distribute such distributable amount to shareholders.
-101-
The Corporation Law does not provide for stock dividends but provides for free share
allotment under Article 185. The Board of Directors may by resolution issue and allot new shares to the shareholders on a prorated basis without receiving any consideration/contribution as issue price. In addition, under the Corporation Law,
the Board of Directors may by resolution issue additional shares by way of a stock split, while the General Meeting of Shareholders by resolution transfers any amount which is distributable as dividends to stated capital, and thus the same effect as
a stock dividend can be achieved.
In Japan, the ex-dividend date and the record date for dividends precede the
date of determination of the amount of the dividend to be paid.
In accordance with the Companys Articles of
Incorporation, once a right to any dividends is accrued and has become due and payable, such right to dividends will lapse after three years from the due date.
Transfer of reserve to stated capital and stock splits
When the Company
issues new shares of Common Stock, the entire amount of the issue price of such new shares is required to be accounted for as stated capital, although the Company may account for an amount not exceeding one-half of such issue price as capital
surplus. The General Meeting of Shareholders may by resolution transfer the whole or any part of reserve to stated capital. On the other hand, the Board of Directors may by resolution issue to shareholders additional shares of Common Stock without
receiving any consideration/contribution as issue price by way of free allotment of shares or stock split without referring to the whole or any part of the amount of reserve so transferred to stated capital.
-102-
General meeting of shareholders
The Ordinary General Meeting of Shareholders to settle accounts of the Company for each fiscal period is normally held in June each year
in Ota-ku, Tokyo, Japan. In addition, the Company may hold an extraordinary General Meeting of Shareholders whenever necessary by giving at least two weeks advance notice to shareholders.
Notice of a Shareholders Meeting setting forth the place, time and purpose thereof, must be mailed to each shareholder having
voting rights (or, in the case of a non-resident shareholder, to his resident proxy or mailing address in Japan) at least two weeks prior to the date set for the meeting. Such notice may also be furnished to shareholders by electronic means with
such shareholders consent.
Any shareholders holding at least 300 voting shares or 1% of the total number of
outstanding voting shares for six months or more may propose a matter to be considered at a General Meeting of Shareholders by submitting a written request to Directors at least eight weeks prior to the date set for such Meeting. Such request may be
submitted by electronic means with the Companys consent.
Voting rights
A shareholder is entitled to one vote per share subject to the limitations on voting rights set forth in the following paragraph below and
in the sections entitled Unit share system through Voting rights of a holder of shares representing less than one unit below. Except as otherwise provided by law or by the Companys Articles of Incorporation, a
resolution can be adopted at a General Meeting of Shareholders by a majority of the shares having voting rights represented at the meeting. Special resolutions provided for in paragraph 2, Article 309 of the Corporation Law shall be adopted by the
vote of the shareholders not less than two-thirds (2/3) of those present at a meeting whereby one-third (1/3) of voting rights of all of the shareholders shall constitute a quorum. The Corporation Law and the Companys Articles of
Incorporation provide, however, that the quorum for the election of Directors and Audit & Supervisory Board Members shall not be less than one-third of the total number of outstanding shares having voting rights. The Companys
shareholders are not entitled to cumulative voting in the election of Directors. A corporate shareholder, more than one-quarter of whose outstanding voting shares are directly or indirectly owned by the Company, may not exercise its voting rights in
respect of the shares of the Company. The Company has no voting rights with respect to its own Common Stock. Shareholders may exercise their voting rights through proxies provided that the proxies are also shareholders holding voting rights. The
Companys shareholders also may cast their votes in writing.
The Corporation Law provides that in order to amend the
Articles of Incorporation and in certain other instances, including an increase in the total number of shares authorized to be issued, a reduction of the stated capital, the removal of a Director or Audit & Supervisory Board Member,
dissolution, merger (with an exception of a merger with a company of very small business) or consolidation of a corporation, the transfer of the whole or an important part of the business, the taking over of the whole of the business of any other
corporation (with an exception of a merger with a company of very small business), any offering of new shares at a specially favorable price (or any offering of convertible bonds or debentures with specially favorable
conversion conditions or of bonds or debentures with warrants or rights to subscribe for new shares with specially favorable conditions) to persons other than shareholders, the quorum shall be one-third of the total number of shares
having voting rights outstanding and the approval of the holders of at least two-thirds of the shares having voting rights represented at the Meeting is required (the special shareholders resolution).
-103-
Subscription rights (
kabushiki wariatewo ukeru kenri
)
Holders of the Companys Common Stock have no preemptive rights under its Articles of Incorporation. Authorized but unissued shares
may be issued at such times and upon such terms as the Board of Directors determines, subject to the limitations as to the offering of new shares at a specially favorable price mentioned above. The Board of Directors may, however,
determine that shareholders shall be given subscription rights regarding a particular issue of new shares, in which case such rights must be given on uniform terms to all shareholders and a notice must be given to shareholders not less than two
weeks prior to the date when such rights are to be vested to shareholders. The Corporation Law provides that if a shareholder to whom such rights are given does not apply for subscription by a certain date of subscription, such shareholder will lose
such rights.
Rights to subscribe for new shares may be made generally transferable by the Board of Directors. In such case,
such transferable right is called call option of new shares (
shinkabu yoyakuken
). Whether the Company will make subscription rights generally transferable in future rights offerings will depend upon the circumstances at the time of such
offerings. If subscription rights are not made generally transferable, transfers by a non-resident of Japan or a corporation organized under the laws of a foreign country or whose principal office is located in a foreign country will be enforceable
against the Company and third parties only if the Companys consent to each such transfer is obtained. When such consent is necessary in the future for the transfer of subscription rights, the Company intends to consent, on request, to all such
transfers by such a non-resident or foreign corporation.
Dilution
In the future it is possible that market conditions and other factors might make a rights offering to shareholders substantially below the
market price of shares of Common Stock desirable. If the number of shares offered in a rights offering is substantial in relation to the number of shares outstanding and the market price exceeds the subscription price at the time of the offering, a
shareholder who does not exercise and is unable otherwise to realize the full value of his subscription rights would suffer economic dilution of his equity interest in the Company.
-104-
Liquidation rights
In the event of a liquidation of the Company, the assets remaining after payment of all debts and liquidation expenses and taxes will be distributed among the shareholders in proportion to the respective
numbers of shares held.
Liability to further calls or assessments
All the Companys presently outstanding shares of Common Stock including shares represented by the American Depository Shares are
fully paid and non-assessable.
Custodian of the shareholders register
Sumitomo Mitsui Trust Bank, Limited (formerly The Chuo Mitsui Trust and Banking Co., Ltd.) is the custodian of the shareholders
register of the Companys Common Stock; as such custodian, it keeps the Companys register of shareholders and register of the lost share certificates in its office at 1-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan, and makes transfer of
record ownership upon presentation of the certificates representing the transferred shares.
Record date
March 31 is the record date for the Companys year-end dividends. The shareholders who are registered as the holders of 1,000
shares or more in the Companys register of shareholders at the end of each March 31 are also entitled to exercise shareholders rights at the Ordinary General Meeting of Shareholders with respect to the fiscal period ending on such
March 31. September 30 is the record date for interim dividends. In addition, the Company may set a record date for determining the shareholders entitled to other rights and for other purposes by giving at least two weeks public
notice.
The price of the shares generally goes ex-dividend or ex-rights on Japanese stock exchanges on the third business day
prior to a record date (or if the record date is not a business day, the fourth business day prior thereto), for the purpose of dividends or rights offerings.
Purchase by the Company of its common stock
The Company may purchase its
own shares only in case of the events falling under Article 155 of the Corporation Law. As a matter of manner of such purchase, the Company may purchase of its own shares (i) through the Tokyo Stock Exchange or other stock exchange on which the
shares are listed or by way of tender offer, if authorized by a resolution of the Board of Directors, (ii) from a specific party, if authorized by a special resolution of an Ordinary General Meeting of Shareholders, or (iii) from the
Companys own subsidiary, if authorized by a resolution of the Board of Directors.
-105-
When a repurchase is made by the Company from a specified party pursuant to an authorization
by a special resolution of an Ordinary General Meeting of Shareholders as noted above, shareholders may make a demand to a Representative Director, five days or more prior to the relevant Shareholders Meeting, that the Company also repurchase
the shares held by that shareholder. Purchase of shares falling under Article 461, paragraph 1 of the Corporation Law must satisfy, among others, the requirement that the total amount of the repurchase price (of book value) may not exceed the
distributable amount as described in Dividends above. The Company may hold its own shares as treasury stock so purchased without restriction as to a period of time to hold. However, the Company is not entitled to any voting rights or
right to dividends as to such treasury stock. The Company may cancel its treasury stock that it holds by a resolution of the Board of Directors. The Company may otherwise dispose of its treasury stock by a resolution of the Board of Directors.
Unit share system (
tangenkabu seido
)
Pursuant to the Corporation Law the Company has adopted 1,000 shares as one unit of shares.
Transferability of shares representing less than one unit
As adopted in the Companys Articles of Incorporation, the Company will not issue certificates for shares representing less than one unit. Since the transfer of shares normally requires delivery of
the certificates therefor, fractions of a unit for which no share certificates are issued are not transferable. Shares representing less than one unit for which share certificates have been issued continue to be transferable.
Right of a holder of shares representing less than one unit to require the Company to purchase such shares
A holder of shares representing less than one unit may at any time require the Company to purchase such shares at their last reported sale
price on the Tokyo Stock Exchange on the day when such request is made less applicable brokerage commission. The usual securities transfer tax is applicable to such transactions.
Right of the holder of shares to demand the purchase of shares representing less than one unit
As adopted in the Companys Articles of Incorporation and set forth in the Share Handling Regulations, a holder of shares of less-than-one-unit may request the Company to sell additional shares so
that their less-than-one-unit can share constitute one unit of shares.
Other rights of a holder of shares representing less than one unit
A holder of shares representing less than one unit has certain rights in respect of such shares, including the following:
(i) the right to receive dividends (including interim dividends), (ii) the right to receive shares and/or cash by way of a stock split or upon consolidation or subdivision of shares or upon a capital decrease or merger of the Company,
(iii) the right to be allotted subscription rights with respect to new shares, convertible bonds and bonds with warrants to subscribe for shares when such rights are granted to shareholders and (iv) the right to participate in the
distribution of surplus assets in the event of the liquidation of the Company. Other rights, including voting rights, cannot be exercised with respect to shares representing less than one unit.
-106-
Voting rights of a holder of shares representing less than one unit
A holder of shares representing less than one unit cannot exercise any voting rights with respect to such shares. A holder of shares
representing one or more whole units will have one vote for each such unit, except as stated in Voting rights above.
C. Material
Contracts
All contracts entered into by Ricoh or any member of the Ricoh group during the two years preceding this report were
entered into in the ordinary course of business.
D. Exchange Controls
The Foreign Exchange and Foreign Trade Law of Japan, as amended, and the cabinet orders and ministerial ordinances thereunder (the
Exchange Law) govern certain matters relating to the issuance of equity-related securities by the Company and the acquisition and holding of shares of Common Stock or ADSs representing such shares by exchange non-residents
and by foreign investors as hereinafter defined. The Exchange Law currently in effect does not affect the right of an exchange non-resident to purchase or sell an ADS outside of Japan.
Exchange non-residents are defined under the Exchange Law as individuals who are not resident in Japan and corporations whose
principal offices are located outside of Japan. Generally branches and other offices of Japanese corporations located outside of Japan are regarded as exchange non-residents, but branches and other offices located within Japan of non-resident
corporations are regarded as residents of Japan. Foreign investors are defined to be (i) individuals not resident in Japan, (ii) corporations which are organized under the laws of foreign countries or whose principal offices
are located outside of Japan, and (iii) corporations of which (a) 50% or more of the shares are held by (i) and/or (ii) above, (b) a majority of officers consists of non-resident individuals or (c) a majority of the
officers having the power of representation consists of non-resident individuals.
Dividends and Proceeds of Sales
Under the Exchange Law, dividends paid on, and the proceeds of sales in Japan of, shares of Common Stock held by exchange non-residents in
general may be converted into any foreign currency and repatriated abroad. The acquisition of shares of Common Stock by exchange non-resident shareholders by way of stock splits is not subject to any requirements under the Exchange Law.
-107-
Acquisition of Shares
Under the Exchange Law, acquisition of shares of a Japanese company listed on any Japanese stock exchange or traded on the
over-the-counter market in Japan (listed shares) by an exchange non-resident from a resident of Japan is generally not subject to a prior filing requirement. In case a foreign investor acquires listed shares (whether from a resident of
Japan or an exchange non-resident, from another foreign investor or from or through a designated securities company) and as a result of such acquisition the number of shares held directly or indirectly by such foreign investor would become 10% or
more of the total outstanding shares of the company, the foreign investor is required to make a subsequent report on such acquisition to the Minister of Finance and other Ministers having jurisdiction over the business of the subject company (the
Competent Ministers). In certain exceptional cases, a prior filing is required and the Competent Ministers may recommend the modification or abandonment of the proposed acquisition and, if the foreign investor does not accept the
recommendation, order its modification or prohibition. The deposit of shares of Common Stock by an exchange non-resident of Japan, the issuance of ADRs in exchange therefor and the withdrawal of the underlying shares of Common Stock by an exchange
non-resident upon surrender of ADRs are not subject to any requirements under the Exchange Law, except where as a result of such deposit or withdrawal the aggregate number of shares of Common Stock held by the Depositary (or its nominee) or the
holder surrendering ADRs, as the case may be, would be 10% or more of the total outstanding shares of Common Stock, in which event a subsequent reporting may be required as described above.
E. Taxation
Japanese Taxation
Generally, a non-resident of Japan or a non-Japanese corporation is subject to Japanese withholding tax on dividends paid by a Japanese
corporation. Generally, stock splits are not subject to Japanese income tax. According to the Income Tax Law of Japan, the rate of Japanese national withholding tax applicable to dividends paid on listed shares issued by the Company to non-residents
of Japan or non-Japanese corporations is (i) 7% for the period from January 1, 2004 to March 31, 2008, and (ii) 15% thereafter, except for dividends paid to any individual shareholder who holds 5% or more of the outstanding total
of the shares issued by the Company, for which the applicable rate is 20%. Under the new income tax convention between the U.S. and Japan (the Convention) ratified in March 2004, the maximum rate of Japanese withholding tax that may be
imposed on dividends paid to a U.S. resident or corporation not having a permanent establishment (as defined therein) in Japan is generally 10%. This 10% withholding tax rate is applicable to dividends declared on or after July 1,
2004. The 15% withholding tax rate under the old income tax convention is still applicable to dividends declared before July 1, 2004. If the tax rate under the domestic tax law is lower than that under the Convention, the domestic tax rate is
still applicable.
-108-
Gains derived by a non-resident of Japan or a non-Japanese corporation from the sale of
Common Stock or ADRs outside of Japan, or from the sale of Common Stock within Japan by a non-resident of Japan or by a non-Japanese corporation not having a permanent establishment in Japan, are in general not subject to Japanese income or
corporation tax. Japanese inheritance or gift tax at progressive rates may be payable by an individual who has acquired Common Stock or ADRs as a legatee, heir or donee.
For purposes of the Convention and the U.S. Internal Revenue Code of 1986, as amended (the Code), U.S. holders of ADRs will be treated as the owners of the Common Stock underlying the American
Depositary Shares evidenced by the ADRs.
U.S. Taxation
This summary describes the material U.S. federal income tax consequences for a U.S. holder (as defined below) of owning and disposing of shares of Common Stock or American Depositary Shares evidenced by
the ADRs. This summary applies to you only if you hold shares of Common Stock or American Depositary Shares as capital assets for U.S. federal income tax purposes. This summary does not apply to you if you are a member of a class of holders subject
to special rules, such as:
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a dealer in securities or currencies;
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a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
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a life insurance company;
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a tax-exempt organization;
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a person that holds shares of Common Stock or American Depositary Shares that are a hedge or that are hedged against interest rate or currency risks;
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a person that is subject to the alternative minimum tax;
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a person that holds shares of Common Stock or American Depositary Shares as part of a straddle or conversion transaction for tax purposes;
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a person whose functional currency for U.S. federal income tax purposes is not the U.S. Dollar; or
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a person that actually or constructively owns or is deemed to own 10% or more of any class of our stock.
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This summary is based on laws, treaties, and regulatory interpretations in effect on the date hereof, all of which are subject to change,
possibly on a retroactive basis. Moreover, this summary assumes that the Company will not be treated as a passive foreign investment company (a PFIC) for U.S. federal income tax purposes. See the summary below under the heading
PFIC Rules.
-109-
Please consult your own tax advisers concerning the U.S. federal, state, local, and other
tax consequences of purchasing, owning, and disposing of shares of Common Stock or American Depositary Shares in your particular circumstances.
For purposes of this summary, you are a U.S. holder if you are a beneficial owner of a share of Common Stock or an American Depositary Share that is for U.S. federal income tax purposes:
(i) a citizen or a resident of the United States, (ii) a corporation or a partnership (including an entity treated as a corporation or a partnership for U.S. federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are adopted that provide otherwise), (iii) an estate whose income is subject to U.S. federal income tax regardless of its
source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.
Certain trusts not described in clause (iv) above in existence on August 20, 1996 that elect to be treated as a United States person will also be a U.S. holder for purposes of this discussion.
In general, if you hold ADRs evidencing American Depositary Shares, you will be treated as the owner of the shares of Common Stock
represented by those American Depositary Shares for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an American Depositary Share for the shares of Common Stock represented by that American Depositary Share.
Dividends
The gross amount of cash dividends paid out of the Companys current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, that a U.S. holder receives (prior to
deduction of Japanese taxes) generally will be subject to U.S. federal income taxation as foreign source ordinary dividend income. However, in certain circumstances, all or a portion of the cash dividends paid by the Company may be treated as U.S.
source dividend income. You should consult your tax advisers regarding the U.S. federal income tax consequences of all or a portion of the cash dividends paid by the Company being treated as U.S. source dividend income.
Dividends paid in Japanese Yen will be included in your income in a U.S. Dollar amount calculated by reference to the exchange rate
in effect on the date of your (or, in the case of American Depositary Shares, the depositarys) receipt of the dividend, regardless of whether the payment is in fact converted into U.S. Dollars. If such a dividend is converted into U.S. Dollars
on the date of receipt, you generally should not be required to recognize a foreign currency gain or loss in respect of the dividend income. You should consult your own tax adviser regarding the treatment of any foreign currency gain or loss
realized with respect to any Japanese Yen received by you (or, in the case of American Depositary Shares, the depositary) that are converted into U.S. Dollars on a date subsequent to receipt. Dividends paid by the Company generally will not be
eligible for the dividends-received deduction allowed to corporations that are U.S. holders.
-110-
Notwithstanding the foregoing, pursuant to recently enacted legislation, certain dividends
received by individual U.S. holders that constitute qualified dividend income will be subject to a reduced maximum marginal U.S. federal income tax rate. Qualified dividend income generally includes, among other dividends, dividends
received during the taxable year from qualified foreign corporations. In general, the term qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty
with the United States which the U.S. Treasury Department determines to be satisfactory, and which includes an exchange of information program. In addition, a foreign corporation is treated as a qualified foreign corporation with respect to any
dividend paid by the corporation with respect to stock of the corporation that is readily tradable on an established securities market in the United States. Notwithstanding this previous rule, dividends received from a foreign corporation that was a
foreign investment company (as defined in section 1246(b) of the Code), a passive foreign investment company (as defined in section 1297 of the Code), or a foreign personal holding company (as defined in section 552 of the Code) in either the
taxable year of the corporation in which the dividend was paid or the preceding taxable year will not constitute qualified dividend income. In addition, the term qualified dividend income will not include, among other dividends, any
(i) dividends on any share of stock which is held by a taxpayer for 60 days or less during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividends (as
measured under section 246(c) of the Code) or (ii) dividends to the extent that the taxpayer is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respects to positions in substantially similar or
related property. Moreover, special rules apply in determining a taxpayers foreign tax credit limitation under section 904 of the Code in the case of qualified dividend income. Individual U.S. holders should consult their own tax advisors to
determine whether or not amounts received as dividends from the Company will constitute qualified dividend income subject to a reduced maximum marginal U.S. federal income tax rate and, in such case, the effect, if any, on the individual U.S.
holders foreign tax credit.
In addition to the foregoing, you should consult your own tax advisers to determine whether
any rules limit your ability to make effective use of foreign tax credits, including the possible adverse impact of failing to take advantage of benefits under the income tax treaty between the United States and Japan. If no such rules apply, you
generally may claim a credit against your U.S. federal income tax liability for Japanese taxes withheld from dividends on shares of Common Stock or American Depositary Shares, so long as you have owned the shares of Common Stock or American
Depositary Shares (and not entered into specified kinds of hedging transactions) for at least a 16-day period that includes the ex-dividend date. Instead of claiming a credit, you may, at your election, deduct such Japanese taxes in computing your
taxable income, subject to generally applicable limitations under U.S. federal income tax law. The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions involve the
application of complex rules that depend, in part, on a U.S. holders particular circumstances. You should consult your own tax advisers regarding the creditability or deductibility of such taxes.
-111-
Sales and Other Dispositions
A U.S. holder will recognize a gain or loss on the sale or other disposition of shares of Common Stock or American Depositary Shares
evidenced by ADRs in an amount equal to the difference between the U.S. Holders adjusted tax basis in such shares of Common Stock or American Depositary Shares (in U.S. Dollars) and the amount realized on the disposition (in U.S. Dollars,
generally determined at the spot rate on the date of disposition if the amount realized is denominated in a foreign currency). For U.S. federal income tax purposes, a gain or loss realized by a U.S. holder on a sale or other disposition of shares of
Common Stock or American Depositary Shares will be a capital gain or loss, and will be a long-term capital gain or loss if the shares of Common Stock or American Depositary Shares were held for more than one year. Such gain or loss generally will be
treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Your ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at a
reduced maximum marginal U.S. federal income tax rate.
PFIC Rules
The Company believes that it will not be treated as a PFIC for U.S. federal income tax purposes. However, that is a factual determination
made annually and therefore may be subject to change. If the Company was treated as a PFIC, a U.S. holder of shares of Common Stock or American Depositary Shares evidenced by ADRs would be subject to certain adverse U.S. federal income tax
consequences.
U.S. Information Reporting and Backup Withholding Rules
Payments in respect of the shares of Common Stock or American Depositary Shares that are made within the United States or through certain
U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding unless the holder (i) is a corporation or other exempt recipient or (ii) provides a taxpayer identification number and
certifies that no loss of exemption from backup withholding has occurred (and certain other conditions are met).
F. Dividends and Paying
Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
The
Company is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended. In accordance with these requirements, the Company files reports and other information with the U.S. Securities and Exchange Commission (the
SEC). These materials, including this annual report and exhibits thereto, may be inspected and copied at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of the materials may be obtained from the
SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. The
documents filed via the Electronic Data Gathering, Analysis, and Retrieval system are also available for inspection on the SECs website (http://www.sec.gov).
-112-
I. Subsidiary Information
Not Applicable.
Item 11.
Quantitative and Qualitative
Disclosures About Market Risk
Ricoh is exposed to market risks primarily from changes in foreign currency exchange rates
and interest rates, which affect outstanding debt and certain assets and liabilities denominated in foreign currencies. To a lesser extent, Ricoh is also exposed to equity price risk. In order to manage these risks that arise in the normal course of
business, Ricoh enters into various hedging transactions pursuant to its policies and procedures covering such areas as counterparty exposure and hedging practices. Ricoh does not hold or issue derivative financial instruments for trading purposes
or to generate income.
Ricoh regularly assesses these market risks based on the policies and procedures established to
protect against adverse effects of these risks and other potential exposures, primarily by reference to the market value of the financial instruments. As a result of the latest assessment, Ricoh does not anticipate any material losses in these areas
for the fiscal year 2013, and there are no material quantitative changes in market risk exposure at March 31, 2013 when compared to March 31, 2012. In the normal course of business, Ricoh also faces risks that are either non-financial or
nonquantifiable. Such risks principally include credit risk and legal risk, and are not represented in the following tables.
Foreign
Currency Risk
In the ordinary course of business, Ricoh uses foreign currency contracts and foreign currency option
contracts to manage the effects of foreign currency exchange risk on monetary assets and liabilities denominated in foreign currencies. The contracts with respect to the operating activities generally have maturities of less than six months, while
the contracts with respect to the financing activities have the same maturities as the underlying assets and liabilities.
The
table below provides information about Ricohs material derivative financial instruments that are sensitive to foreign currency exchange rates. The table below relating to foreign exchange forward contracts and foreign currency option contracts
presents the notional amounts, weighted average exchange rates and estimated fair value. These notional amounts generally are used to calculate the contractual payments to be exchanged under the contracts.
-113-
Foreign Currency Contracts
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Year Ended March 31,
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2012
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2013
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Average
contractual
rates
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Contract
amounts
(Millions of
Yen)
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Estimated
fair value
(Millions of
Yen)
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Average
contractual
rates
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Contract
amounts
(Millions of
Yen)
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Estimated
fair value
(Millions of
Yen)
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US$/¥
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82.19
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¥
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146,989
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¥
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(4,677
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)
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94.05
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¥
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166,506
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¥
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(19,363
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)
|
EUR/¥
|
|
|
109.80
|
|
|
|
15,998
|
|
|
|
(776
|
)
|
|
|
120.73
|
|
|
|
24,460
|
|
|
|
(109
|
)
|
EUR/US$
|
|
|
1.34
|
|
|
|
492
|
|
|
|
(32
|
)
|
|
|
1.28
|
|
|
|
|
|
|
|
|
|
Other currencies
|
|
|
|
|
|
|
27,064
|
|
|
|
(347
|
)
|
|
|
|
|
|
|
23,546
|
|
|
|
(445
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
¥
|
190,543
|
|
|
¥
|
(5,832
|
)
|
|
|
|
|
|
¥
|
214,512
|
|
|
¥
|
(19,917
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Option Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2012
|
|
|
2013
|
|
|
|
Average
contractual
rates
|
|
|
Contract
amounts
(Millions of
Yen)
|
|
|
Estimated
fair value
(Millions of
Yen)
|
|
|
Average
contractual
rates
|
|
|
Contract
amounts
(Millions of
Yen)
|
|
|
Estimated
fair value
(Millions of
Yen)
|
|
Options purchased to sell foreign currencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$/¥
|
|
|
82.19
|
|
|
|
4,274
|
|
|
|
10
|
|
|
|
94.05
|
|
|
|
|
|
|
|
|
|
EUR/¥
|
|
|
109.80
|
|
|
|
14,164
|
|
|
|
26
|
|
|
|
120.73
|
|
|
|
4,829
|
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
¥
|
18,438
|
|
|
¥
|
36
|
|
|
|
|
|
|
¥
|
4,829
|
|
|
¥
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options written to buy foreign currencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$/¥
|
|
|
82.19
|
|
|
|
2,137
|
|
|
|
(156
|
)
|
|
|
94.05
|
|
|
|
|
|
|
|
|
|
EUR/¥
|
|
|
109.80
|
|
|
|
7,082
|
|
|
|
(900
|
)
|
|
|
120.73
|
|
|
|
3,622
|
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
¥
|
9,219
|
|
|
¥
|
(1,056
|
)
|
|
|
|
|
|
¥
|
3,622
|
|
|
¥
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Risk
In the ordinary course of business, Ricoh enters into interest rate swap agreements to reduce interest rate risk and to modify the interest rate characteristics of its outstanding debt. These agreements
primarily involve the exchange of fixed and floating rate interest payments over the life of the agreement without the exchange of the underlying principal amounts.
The table below provides information about Ricohs major derivative and other financial instruments that are sensitive to changes in interest rates, including interest rate swaps and debt
obligations. For debt obligations, the table presents principal cash flows by expected maturity date, related weighted average interest rates and estimated fair value. For interest rate swaps, the table presents notional amounts by expected maturity
date, weighted average interest rates. Notional amounts are generally used to calculate the contractual payments to be exchanged under the contract.
-114-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM INDEBTEDNESS
|
|
Year ended March 31, 2012
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
|
|
|
|
|
|
Expected maturity date
|
|
(Excluding Capital Lease Obligations and
ASC815 fair value
adjustment)
|
|
Average
pay rate
|
|
|
Total
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
Thereafter
|
|
|
Fair
Value
|
|
Bonds
|
|
|
1.21
|
%
|
|
¥
|
204,332
|
|
|
¥
|
|
|
|
¥
|
70,000
|
|
|
¥
|
35,000
|
|
|
¥
|
60,000
|
|
|
¥
|
|
|
|
¥
|
39,332
|
|
|
¥
|
202,602
|
|
Convertible Bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
0.91
|
|
|
|
424,756
|
|
|
|
104,235
|
|
|
|
87,588
|
|
|
|
126,231
|
|
|
|
27,235
|
|
|
|
78,321
|
|
|
|
1,146
|
|
|
|
425,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
¥
|
629,088
|
|
|
¥
|
104,235
|
|
|
¥
|
157,588
|
|
|
¥
|
161,231
|
|
|
¥
|
87,235
|
|
|
¥
|
78,321
|
|
|
¥
|
40,478
|
|
|
¥
|
627,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM INDEBTEDNESS
|
|
Year ended March 31, 2013
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
|
|
|
|
|
|
Expected maturity date
|
|
(Excluding Capital Lease Obligations and
ASC815 fair value
adjustment)
|
|
Average
pay rate
|
|
|
Total
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
|
Fair
Value
|
|
Bonds
|
|
|
1.15
|
%
|
|
¥
|
224,966
|
|
|
¥
|
70,000
|
|
|
¥
|
35,000
|
|
|
¥
|
60,000
|
|
|
¥
|
|
|
|
¥
|
40,000
|
|
|
¥
|
19,966
|
|
|
¥
|
225,576
|
|
Convertible Bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
0.84
|
|
|
|
410,643
|
|
|
|
90,301
|
|
|
|
125,417
|
|
|
|
52,657
|
|
|
|
76,799
|
|
|
|
41,924
|
|
|
|
23,545
|
|
|
|
408,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
¥
|
635,609
|
|
|
¥
|
160,301
|
|
|
¥
|
160,417
|
|
|
¥
|
112,657
|
|
|
¥
|
76,799
|
|
|
¥
|
81,924
|
|
|
¥
|
43,511
|
|
|
¥
|
634,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST RATE SWAPS
|
|
Year ended March 31, 2012
|
|
|
|
|
Millions of Yen
|
|
|
|
|
|
|
|
Expected maturity date
|
|
Notional
amounts
(Millions)
|
|
Type of swap
|
|
Average
receive rate
|
|
|
Average
pay rate
|
|
|
Total
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
Thereafter
|
|
|
Fair
Value
|
|
¥
|
336,383
|
|
|
|
|
Receive floating /Pay fixed
|
|
|
0.35
|
%
|
|
|
0.68
|
%
|
|
¥
|
336,383
|
|
|
¥
|
64,500
|
|
|
¥
|
81,500
|
|
|
¥
|
113,000
|
|
|
¥
|
17,500
|
|
|
¥
|
59,883
|
|
|
¥
|
|
|
|
¥
|
(2,119
|
)
|
GBP
|
22
|
|
|
|
|
Receive floating /Pay fixed
|
|
|
0.71
|
%
|
|
|
2.92
|
%
|
|
¥
|
2,851
|
|
|
¥
|
1,184
|
|
|
¥
|
,
|
|
|
¥
|
1,667
|
|
|
¥
|
|
|
|
¥
|
|
|
|
¥
|
|
|
|
¥
|
(63
|
)
|
|
|
INTEREST RATE SWAPS
|
|
Year ended March 31, 2013
|
|
|
|
|
Millions of Yen
|
|
|
|
|
|
|
|
Expected maturity date
|
|
Notional
amounts
(Millions)
|
|
Type of swap
|
|
Average
receive rate
|
|
|
Average
pay rate
|
|
|
Total
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
Thereafter
|
|
|
Fair
Value
|
|
¥
|
311,883
|
|
|
|
|
Receive floating /Pay fixed
|
|
|
0.38
|
%
|
|
|
0.72
|
%
|
|
¥
|
311,883
|
|
|
¥
|
52,500
|
|
|
¥
|
117,000
|
|
|
¥
|
40,500
|
|
|
¥
|
60,883
|
|
|
¥
|
41,000
|
|
|
¥
|
|
|
|
¥
|
(1,410
|
)
|
Credit Risk
Ricoh is also exposed to credit-related losses in the event of nonperformance by counterparties to the financial instrument; however, credit risk arising from the nonperformance of counterparties to meet
the terms of financial instrument contracts is generally limited to the amounts by which the counterparties obligations exceed the obligations of Ricoh. It is Ricohs policy to only enter into financial instrument contracts with a
diversified group of financial institutions having credit ratings satisfactory to Ricoh to minimize the concentration of credit risk. Therefore, Ricoh does not expect to incur material credit losses on its financial instruments.
-115-
Debt/Equity Price Risk
Ricoh has a relatively small portion of marketable securities which are subject to equity price risk arising from changes in their market prices. Marketable securities mainly consist of a diversified pool
of Japanese equity securities. Ricohs overall investment policy is to invest in highly-liquid, low risk investments.
The table below provides information about contractual maturities for available-for-sale securities and the fair values for market risk
sensitive instruments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of Yen)
|
|
|
|
Year ended March 31,
|
|
|
|
2012
|
|
|
2013
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due within one year
|
|
¥
|
|
|
|
¥
|
|
|
|
¥
|
|
|
|
¥
|
|
|
Due after one year through five years
|
|
|
537
|
|
|
|
539
|
|
|
|
693
|
|
|
|
696
|
|
Due over five years
|
|
|
1,160
|
|
|
|
1,240
|
|
|
|
1,143
|
|
|
|
1,256
|
|
Equity Securities
|
|
|
35,489
|
|
|
|
41,854
|
|
|
|
35,378
|
|
|
|
50,367
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
¥
|
37,186
|
|
|
¥
|
43,633
|
|
|
¥
|
37,214
|
|
|
¥
|
52,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 12.
Description of Securities Other Than Equity Securities
A. Debt Securities
Not
applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
-116-
D. American Depositary Shares
Under the terms of the deposit agreement for Ricohs ADRs, an ADR holder may have to pay the following service fees to The Bank of New York Mellon, (the Depositary):
|
|
|
Fee:
|
|
Depositary actions:
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Cancellation of ADSs for the purpose of withdrawal, including when the deposit agreement terminates
|
|
|
$.02 (or less) per ADS
|
|
Any cash distribution to ADS registered holders
|
|
|
A fee equivalent to the fee that would be payable if securities distributed to holders of deposited securities had been shares and the shares had been deposited for issuance of
ADSs
|
|
Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders
|
|
|
$.02 (or less) per ADSs per calendar year
|
|
Depositary services
|
|
|
Registration or transfer fees
|
|
Transfer and registration of shares on the Depositarys share register to or from the name of the Depositary or its agent when depositing or withdrawing shares
|
|
|
Expenses of the Depositary
|
|
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
|
|
|
Expenses of the Depositary
|
|
Converting foreign currency to U.S. dollars
|
|
|
Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding
taxes
|
|
As necessary
|
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
|
As necessary
|
The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing
shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of
distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deducting such fee from cash distributions, by directly billing investors or by charging the book-entry system accounts of participants
acting for them. The Depositary may generally refuse to provide services until its fees for those services are paid.
Payments made by the
Depositary in Fiscal Year 2013
For fiscal year 2013, the Company did not receive any reimbursement funds from the Depositary.
-117-
Payments to be made by the Depositary in the Future
The Depositary, has agreed to reimburse the Company for expenses incurred by the Company that relate to the establishment and maintenance
of the ADR program. The Depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses for postage and envelopes for mailing annual and interim financial reports, printing and distributing
dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. The Depositary has also agreed to reimburse the Company annually for certain investor relations
programs or special investor relations promotional activities. In certain instances, the Depositary has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADR facility. While there are
limits on the amount of expenses for which the Depositary will reimburse the Company, the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the Depositary collects from investors.
Notes to Consolidated Financial Statements
1. NATURE OF OPERATIONS
Ricoh Company, Ltd. (the Company) was established in 1936 and is headquartered in Tokyo, Japan. The Company and
consolidated subsidiaries (Ricoh as a consolidated group) is a world-wide supplier of office automation equipment, including copiers, facsimile machines, data processing systems, printers and related supplies. Ricoh is also well known
for its state-of-the-art electronic devices, digital photographic equipment and other products.
Ricoh distributes its products primarily
through domestic (Japanese) and foreign sales subsidiaries. Overseas, Ricoh owns and distributes not only Ricoh brand products but also other brands, such as Lanier, Savin and Infotec.
Ricoh manufactures its products primarily in 14 plants in Japan and 11 plants overseas, which are located in the United States, United Kingdom, France, China and Thailand.
2. SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
Significant accounting and reporting policies are summarized below:
(a) Basis of Presentation
The accompanying consolidated financial statements of Ricoh have
been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP).
The accompanying consolidated
financial statements for each of the years in the three-year period ended March 31, 2013 are presented in Japanese yen, the functional currency of the Company and its domestic subsidiaries.
(b) Principles of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company, all majority-owned subsidiaries and variable interest entity (VIE) which of Ricoh is a primary beneficiary. Investments in entities in which Ricoh has
the ability to exercise significant influence over the entities operating and financial policies, but not a controlling financial interest, are accounted for on an equity method. All significant inter-company balances and transactions have
been eliminated in consolidation.
During the year ended March 31, 2012, certain subsidiaries of the Company changed their fiscal
year-ends from December 31 to March 31. As a result, Ricoh eliminated the previously existing three months difference between the reporting periods of the Company and the subsidiaries in the consolidated financial statements. Prior-year
consolidated financial statements have been retrospectively adjusted in order to reflect the elimination of the lag period.
The effect of the
retrospective application is as follows.
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
Year ended March 31, 2011
|
|
|
|
As originally reported
|
|
|
As adjusted
|
|
Net sales
|
|
¥
|
1,942,013
|
|
|
¥
|
1,941,336
|
|
Income before income taxes and equity in earnings of affiliates
|
|
|
45,400
|
|
|
|
44,169
|
|
Net income attributable to Ricoh Company, Ltd.
|
|
|
19,650
|
|
|
|
18,630
|
|
Net income attributable to Ricoh Company, Ltd. shareholders per share-basic (yen)
|
|
|
27.08
|
|
|
|
25.68
|
|
Net income attributable to Ricoh Company, Ltd. shareholders per share-diluted (yen)
|
|
|
26.53
|
|
|
|
25.15
|
|
F-10
(c) Revenue Recognition
Ricoh generates revenue principally through the sale of equipment, supplies and related services under separate contractual arrangements for each. Ricoh recognizes revenue when (1) it has a firm
contract, (2) the product has been shipped to and accepted by the customer or the service has been provided, (3) the sales price is fixed or determinable and (4) amounts are reasonably assured of collection.
Products sales are recognized at the time of delivery and installation at the customer location. Equipment revenues are based on established prices by
product type and model and are net of discounts. A sales return is accepted only when the equipment is defective and does not meet Ricohs product performance specifications. Other than installation, there are no customer acceptance clauses in
the sales contract.
Post sales and rentals result primarily from maintenance contracts that are normally entered into at the time the
equipment is sold. Standard service fee prices are established depending on equipment classification and include a cost value for the estimated services to be performed based on historical experience plus a profit margin thereon. As a matter of
policy, Ricoh does not discount such prices. On a monthly basis, maintenance service revenues are earned and recognized by Ricoh and billed to the customer in accordance with the contract and include a fixed monthly fee plus a variable amount based
on usage. The length of the contract ranges up to five years; however, most contracts are cancelable at any time by the customer upon a short notice period. Leases not qualifying as sales-type leases or direct financing leases are accounted for as
operating leases and related revenue is recognized over the lease term.
Ricoh enters into arrangements with multiple elements, which may
include any combination of products, equipment, installation and maintenance. Consideration in a multiple-element arrangement is allocated at the inception of the arrangement to all deliverables on the basis of the relative selling price if both of
the following criteria are met: the delivered item(s) has value to the customer on a stand-alone basis; and the delivery of the undelivered item must be probable and controlled by Ricoh if the arrangement includes the right of return. If these
criteria are not met, revenue is deferred until the undelivered elements are fulfilled and accounted for as a single unit of accounting.
Revenue from the sale of equipment under sales-type leases is recognized as product sales at the inception of the lease. Other revenue consists primarily
of interest income on sales-type leases and direct-financing leases, which are recognized as other revenue over the life of each respective lease using the interest method.
(d) Foreign Currency Translation
For foreign operations with functional currencies other
than the Japanese yen, assets and liabilities are translated at the exchange rates in effect at each fiscal year-end, and income and expenses are translated at the average rates of exchange prevailing during each fiscal year. The resulting
translation adjustments are included as a part of accumulated other comprehensive income (loss) and noncontrolling interests in equity.
All
foreign currency transaction gains and losses are included in other income and expenses in the period incurred.
F-11
(e) Cash Equivalents
Cash and cash equivalents include highly liquid investments such as certificates of deposits (CD) and time deposits with maturities of three months or less.
In addition, short term investments such as money management funds (MMF) and free financial funds (FFF) with maturities of three months or less are also
classified into cash and cash equivalents, as they are readily convertible to cash and present insignificant risk of changes in value.
(f)
Derivative Financial Instruments and Hedging Activities
As discussed further in Note 16, Ricoh manages its exposure to certain market
risks, primarily foreign currency and interest rate risks, through the use of derivative instruments. As a matter of policy, Ricoh does not enter into derivative contracts for trading or speculative purposes.
Ricoh recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair
value. When Ricoh enters into a derivative contract, it makes a determination as to whether or not for accounting purposes the derivative is part of a hedging relationship. In general, a derivative may be designated as either (1) a hedge of the
fair value changes of a recognized asset or liability or an unrecognized firm commitment (fair value hedge), (2) a hedge of the variability of the expected cash flows associated with an existing asset or liability or a
forecasted transaction (cash flow hedge), or (3) a foreign currency fair value or cash flow hedge (foreign currency hedge). Ricoh formally documents all relationships between hedging instruments and hedged items, as well
as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value, cash flow, or foreign currency hedges to specific assets and liabilities on
the consolidated balance sheets or to specific firm commitments or forecasted transactions.
For derivative contracts that are designated and
qualify as fair value hedges including foreign currency fair value hedges, the derivative instrument is marked-to-market with gains and losses recognized in current period earnings to offset the respective losses and gains recognized on the change
in fair value of the hedged item. For derivative contracts that are designated and qualify as cash flow hedges including foreign currency cash flow hedges, the effective portion of gains and losses on these contracts is reported as a component of
accumulated other comprehensive income (loss) and reclassified into earnings in the same period the hedged item or transaction affects earnings. Any hedge ineffectiveness on cash flow hedges is immediately recognized in earnings. For all derivative
instruments that are not designated as part of a hedging relationship and for designated derivative instruments that do not qualify for hedge accounting, the contracts are recorded at fair value with the gain or loss recognized in current period
earnings.
(g) Allowance for Doubtful Trade Receivables and Finance Receivables
Ricoh records allowances for doubtful receivables that are based upon historical experience and specific customer collection issues. The estimated amount
of probable credit losses in its existing receivables is determined from write-off history adjusted to reflect current economic conditions and specific allowances for receivables including nonperforming leases, impaired loans or other accounts for
which Ricoh has concluded it will be unable to collect all amounts due according to original terms of the lease or loan agreement. Account balances net of expected recovery from available collateral are charged-off against the allowances when
collection is considered remote.
F-12
(h) Securities
Ricohs investments in debt and marketable equity securities are classified as available-for-sale securities. Available-for-sale securities are reported at fair value with unrealized gains and
losses, net of related taxes, reported in accumulated other comprehensive income (loss) and noncontrolling interests in equity.
Individual
securities classified as available-for-sale securities are reduced to fair market value by a charge to income for other than temporary declines in value. Factors considered in assessing whether an indication of other than temporary impairment exists
with respect to available-for-sale securities include: financial condition and near term prospects of issuer and intent and ability of Ricoh to retain its investments for a period of time sufficient to allow for any anticipated recovery in market
value.
The cost of the securities sold is computed based on the average cost of each security held at the time of sale.
Investments in affiliated companies over which Ricoh has the ability to exercise significant influence, but does not hold a controlling financial
interest, are accounted for by the equity method.
Non-marketable equity securities owned by Ricoh primarily relate to less than 20% owned
companies and funds are stated at cost unless indication of impairment exist, which require the investment to be written down to its estimated fair value.
(i) Inventories
Inventories are mainly stated at the lower of average cost or market.
Inventory costs include raw materials, labor and manufacturing overheads.
(j) Property, Plant and Equipment
Property, plant and equipment are stated at cost and depreciated over their estimated useful lives. The depreciation period generally ranges from 5 years
to 50 years for buildings and 2 years to 12 years for machinery and equipment.
On April 1, 2012, the Company and its domestic
subsidiaries changed their depreciation method from the declining-balance method to the straight-line method. The Company believes that the straight-line method better reflects the pattern of consumption of the estimated future benefits to be
derived from those assets being depreciated and provides a better matching of costs and revenues over the assets estimated useful lives. In accordance with ASC 250, Accounting Changes and Error Corrections, the effects of the
change are accounted for prospectively beginning with the period of change, as a change in accounting estimate. Management believes that this change did not have a material impact on Ricohs consolidated financial statements.
Most of the foreign subsidiaries have adopted the straight-line method for computing depreciation.
Ordinary maintenance and repairs are charged to expense as incurred. Major replacements and improvements are capitalized. When properties are retired or
otherwise disposed of, the property and related accumulated depreciation accounts are relieved of the applicable amounts, and any differences are included in earnings.
(k) Capitalized Software Costs
Ricoh capitalizes certain internal and external costs
incurred to acquire or create internal use software during the application development stage as well as upgrades and enhancements that result in additional functionality. The capitalized software is amortized on a straight line basis generally from
3 years to 10 years.
F-13
(l) Goodwill and Other Intangible Assets
Goodwill is not amortized and is required to be tested at least annually for impairment. Acquired intangible assets with definite useful lives are amortized over their respective estimated useful lives
and reviewed for impairment when an indication of impairment is identified. Other intangible assets with definite useful lives, consisting primarily of software, customer relationships and trademarks are amortized on a straight line basis over 3
year to 20 years. Any acquired intangible assets determined to have an indefinite useful life are not amortized, but instead are tested annually for impairment based on its fair value until its life would be determined to no longer be indefinite. In
performing the goodwill impairment test, Ricoh utilizes the two-step approach prescribed. The first step requires a comparison of the carrying amount of the reporting units to the fair value of these units. If the carrying amount of a reporting unit
exceeds its fair value, Ricoh will perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any.
Ricoh completed its annual impairment assessment of goodwill and indefinite-lived intangible assets for the years ended March 31, 2011, 2012 and
2013.
(m) Pension and Retirement Allowances Plans
Ricoh recognizes the overfunded or underfunded status of the defined benefit plans as an asset or liability in the consolidated balance sheets, with a corresponding adjustment to accumulated other
comprehensive income (loss) and noncontrolling interests, net of tax. The expected long-term rate of return on plan assets used for pension accounting is determined based on the historical long-term rate of return on plan assets. The discount rate
is determined based on the rates of return of high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension benefits.
(n) Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Ricoh recognizes the effects of tax positions when it is
expected to be more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authority. Tax benefits that meet the more likely than not recognition threshold are measured at the largest
amount that is greater than 50% likely of being realized upon settlement. Interest and penalties accrued related to unrecognized tax benefits are included in income taxes in the consolidated statements of operations.
(o) Research and Development Expenses and Advertising Costs
Research and development expenses and advertising costs are expensed as incurred.
F-14
(p) Shipping and Handling Costs
Shipping and handling costs, which mainly include transportation to customers, are included in selling, general and administrative expenses in the consolidated statements of operations.
(q) Impairment or Disposal of Long-Lived Assets
Long-lived assets and acquired intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group
may not be recoverable. Recoverability of assets to be held and used is assessed by comparing the carrying amount of an asset or asset group to the expected future undiscounted net cash flows of the asset or asset group. If an asset or asset group
is considered to be impaired, the impairment charge to be recognized is measured as the amount by which the carrying amount of the asset or asset group exceeds fair value. Long-lived assets meeting the criteria to be considered as held for sale are
reported at the lower of their carrying amount or fair value less costs to sell.
(r) Net Income Attributable to Ricoh Company, Ltd. per
Share
Basic net income attributable to Ricoh Company, Ltd. per share of common stock is calculated by dividing net income attributable to
Ricoh Company, Ltd. by the weighted-average number of shares of common stock outstanding during the period. The calculation of diluted net income attributable to Ricoh Company, Ltd. per share of common stock is similar to the calculation of basic
net income attributable to Ricoh Company, Ltd. per share, except that the weighted-average number of shares outstanding includes the additional dilution from potential common stock equivalents such as convertible bonds.
(s) Non-cash Investing and Financing Transactions
Non-cash investing and financing transactions are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Debt assumed in connection with adoption of new accounting standard for VIE
|
|
¥
|
20,229
|
|
|
|
|
|
|
|
|
|
(t) Use of Estimates
Management of Ricoh has made a number of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of fair value of financial instruments
and contingent assets and liabilities, to prepare these financial statements in conformity with U.S. generally accepted accounting principles. Actual results could differ from those estimates.
Ricoh has identified seven areas where it believes assumptions and estimates are particularly critical to the consolidated financial statements. These
are determination of the allowance for doubtful receivables, impairment of securities, impairment of long-lived assets including goodwill, uncertain tax positions, realizability of deferred tax assets, the valuation of assets and liabilities in
business combinations and pension accounting.
F-15
(u) Recently Adopted New Accounting Standards
In the fiscal year ended March 31, 2013, Ricoh adopted Accounting Standards Update (ASU) 2011-05 Presentation of Comprehensive Income
which requires an entity to present net income and other comprehensive income either in a single continuous statement (one-statement approach) or in two separate, but consecutive, statements (two-statement approach).
Ricoh has elected the two-statement approach, which has been applied retrospectively for all periods presented.
(v) New Accounting Standards Not Yet Adopted
In December 2011, the FASB issued ASU 2011-11 Disclosures about Offsetting Assets and Liabilities. This ASU requires an entity to disclose information about offsetting and related arrangements
to enable users of financial statements to understand the effect of those arrangements on its financial position, and to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under
International Financial Reporting Standards (IFRS). In January 2013, ASU 2013-01 replaced ASU 2011-11. The updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial
instruments that are either offset in the Statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. Both ASUs are effective for fiscal years beginning on or after January 1, 2013 and
interim periods within those annual periods. Retrospective application is required. These ASUs impact disclosures only and will have no impact on Ricohs consolidated financial position.
(w) Immaterial Corrections of the Prior Years Consolidated Statements of Cash Flows
The Company had presented cash flows related to short-term debt in financing activities on a net basis through the year ended March 31, 2012. Effective from the year ended March 31, 2013, the
Company has presented these cash flows on a net basis only for those debts for which the original maturities are three months or less. The consolidated statements of cash flows for the years ended March 31, 2011 and 2012 have also been revised
to properly present this cash flow information.
These revisions do not have any impact on previously reported net cash flows from financing
activities.
3. ACQUISITIONS
Ricoh completed certain immaterial business combinations during the years ended March 31, 2011, 2012 and 2013 resulting in cash
expenditure of ¥1,415 million, ¥14,816 million and ¥2,774 million, net of cash acquired, respectively.
F-16
4. FINANCE RECEIVABLES
Finance receivables as of March 31, 2012 and 2013 are comprised primarily of lease receivables and installment loans.
Ricohs products are leased to domestic customers primarily through Ricoh Leasing Company, Ltd., a majority-owned domestic subsidiary, and to
overseas customers primarily through certain overseas subsidiaries. Most of these leases are accounted for as sales-type leases. Sales revenue from sales-type leases is recognized at the inception of the leases.
Information pertaining to Ricohs lease receivables as of March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Future minimum lease payments to be received
|
|
¥
|
645,010
|
|
|
¥
|
648,347
|
|
Estimated non-guaranteed residual values
|
|
|
8,954
|
|
|
|
11,881
|
|
Unearned income
|
|
|
(41,133
|
)
|
|
|
(38,661
|
)
|
Allowance for doubtful receivables
|
|
|
(8,472
|
)
|
|
|
(8,727
|
)
|
|
|
|
|
|
|
|
|
|
Lease receivables, net
|
|
|
604,359
|
|
|
|
612,840
|
|
Less - Current portion of lease receivable, net
|
|
|
(212,101
|
)
|
|
|
(227,866
|
)
|
|
|
|
|
|
|
|
|
|
Amounts due after one year, net
|
|
¥
|
392,258
|
|
|
¥
|
384,974
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2013, the future minimum lease payments to be received due in each of the next five years and
thereafter are as follows:
|
|
|
|
|
Years ending March 31
|
|
Millions of Yen
|
|
2014
|
|
¥
|
237,741
|
|
2015
|
|
|
167,343
|
|
2016
|
|
|
123,217
|
|
2017
|
|
|
76,956
|
|
2018
|
|
|
32,084
|
|
2019 and thereafter
|
|
|
11,006
|
|
|
|
|
|
|
Total
|
|
¥
|
648,347
|
|
|
|
|
|
|
The Companys subsidiary, Ricoh Leasing Company, Ltd., has also extended certain types of loans as part of its
business activity, which are primarily residential housing loans in Japan secured by the underlying real estate properties. The total balance of these loans, net of allowance for doubtful receivables, as of March 31, 2012 and 2013 was
¥83,361 million and ¥89,657 million, respectively. The current portion of loans receivable was ¥7,615 million and ¥8,023 million, respectively, as of March 31, 2012 and 2013, and was included in current
maturities of long-term finance receivables, net in the accompanying consolidated balance sheets. Loan activities for the years ended March 31, 2011, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
New loans
|
|
¥
|
15,465
|
|
|
¥
|
22,222
|
|
|
¥
|
22,398
|
|
Repayment of outstanding loans
|
|
|
9,777
|
|
|
|
11,519
|
|
|
|
16,327
|
|
Ricoh Leasing Company, Ltd. made: (1) transferring its lease receivables to a trust and received the beneficial
interests in the trust originated from the transferred assets; and subsequently, (2) transferring the non-subordinated beneficial interests to and receiving cash as consideration from transferees, such as Special Purpose Entity (SPE)
that are different from the trust mentioned above, as a part of securitization programs. The retained subordinated interests were considered as variable interests, since the subordinated interests had the obligation to absorb the expected loss of
the trust.
The new consolidation provisions, which came into effect on April 1, 2010, eliminated the concept of excluding qualifying SPE
from the scope of consolidation. In accordance with the new consolidation provisions, Ricoh performed a qualitative analysis to determine the primary beneficiary of a Variable Interest Entity (VIE). The primary beneficiary of a VIE has
both the: (1) power to direct the activities of a VIE that most significantly impact the entitys economic performance and (2) obligation to absorb losses or the right to receive benefits from the VIE that could potentially be
significant to the VIE.
Ricoh Leasing Company, Ltd. was considered as the primary beneficiary since Ricoh Leasing Company, Ltd. acted as a
special servicer for lease receivables transferred to the trust and therefore, deemed to meet the criteria (1) and (2) above.
F-17
As a result of the above consideration, for the year beginning on April 1, 2010, Ricoh consolidated the
trust, which had been unconsolidated prior to March 31, 2010, at the carrying amounts of the trusts assets and liabilities as of April 1, 2010, eliminating the retained subordinated beneficial interests on the consolidated balance
sheet. The main effects on Ricohs consolidated financial position are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Current maturities of long-term finance receivables, net
|
|
¥
|
15,487
|
|
|
¥
|
12,039
|
|
Long-term finance receivables, net
|
|
|
30,225
|
|
|
|
24,442
|
|
Current maturities of long-term indebtedness
|
|
|
12,487
|
|
|
|
10,161
|
|
(Including secured loans caused by lease transactions)
|
|
|
(11,835
|
)
|
|
|
(10,161
|
)
|
Long-term indebtedness
|
|
|
24,371
|
|
|
|
20,624
|
|
(Including secured loans caused by lease transactions)
|
|
|
(23,096
|
)
|
|
|
(20,624
|
)
|
For the difference between the net amount added to the balance sheet and the amount of previously recognized interest in
the newly consolidated VIE, Ricoh recognized a cumulative effect adjustment of ¥410 million to retained earnings and ¥ 392 million to noncontrolling interests as of April 1, 2010. Servicing assets or liabilities related to
securitization transactions initiated were not recorded, because the servicing fees adequately compensate Ricoh.
From April 1, 2010, the
transferring of the non-subordinated beneficial interests was recorded as secured loans, since Ricoh Leasing Company, Ltd. retained subordinated beneficial interests and such interests did not meet the definition of participating interest. Lease
receivables are only to be used to settle obligation of the trusts liabilities or transferees liabilities in substantially.
Apart
from the transactions mentioned above, Ricohs foreign subsidiaries transferred lease receivables with recourse. Ricoh recorded these transfers as secured loans, since these transactions did not meet the derecognition criteria of financial
assets. The assets and liabilities that were accounted for as secured loans are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Current maturities of long-term finance receivables, net
|
|
¥
|
1,397
|
|
|
¥
|
1,743
|
|
Long-term finance receivables, net
|
|
|
6,919
|
|
|
|
5,575
|
|
Current maturities of long-term indebtedness
|
|
|
1,397
|
|
|
|
1,743
|
|
Long-term indebtedness
|
|
|
6,919
|
|
|
|
5,575
|
|
In the year ended March 31, 2013, certain of Ricohs consolidated subsidiaries sold lease receivables of
¥27,605 million without recourse to third-party financial institutions for cash proceeds of ¥29,570 million, which were reported as operating cash flows in the consolidated statement of cash flows. Since Ricohs consolidated
subsidiaries did not maintain effective control over the transferred lease receivables, such arrangements of lease receivable transfers were accounted for as sales, and a pre-tax gain of ¥1,965 million was recognized on these sales and
reported in other revenue in the consolidated statements of operations. Although Ricohs consolidated subsidiaries have continued to service the sold lease receivables without any servicing fee, servicing assets or liabilities were not recorded
as the related costs were not significant.
F-18
5. INVESTMENT SECURITIES
Securities as of March 31, 2012 and 2013 consist of the followings:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Non-current:
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
¥
|
43,633
|
|
|
¥
|
52,319
|
|
Non-marketable equity securities
|
|
|
1,837
|
|
|
|
1,783
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
45,470
|
|
|
¥
|
54,102
|
|
|
|
|
|
|
|
|
|
|
The respective cost, gross unrealized holding gains, gross unrealized holding losses and fair values of
available-for-sale securities as of March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
|
|
Cost
|
|
|
Gross
unrealized
holding
gains
|
|
|
Gross
unrealized
holding
losses
|
|
|
Fair
value
|
|
|
Cost
|
|
|
Gross
unrealized
holding
gains
|
|
|
Gross
unrealized
holding
losses
|
|
|
Fair
value
|
|
Non-current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
¥
|
35,489
|
|
|
¥
|
6,590
|
|
|
¥
|
225
|
|
|
¥
|
41,854
|
|
|
¥
|
35,378
|
|
|
¥
|
15,058
|
|
|
¥
|
69
|
|
|
¥
|
50,367
|
|
Corporate debt securities
|
|
|
1,697
|
|
|
|
82
|
|
|
|
|
|
|
|
1,779
|
|
|
|
1,836
|
|
|
|
116
|
|
|
|
|
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
37,186
|
|
|
¥
|
6,672
|
|
|
¥
|
225
|
|
|
¥
|
43,633
|
|
|
¥
|
37,214
|
|
|
¥
|
15,174
|
|
|
¥
|
69
|
|
|
¥
|
52,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross unrealized holding losses and the fair value of available-for-sale securities, aggregated by investment category
and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2012
|
|
|
|
Less than 12 months
|
|
|
12 months or longer
|
|
|
Total
|
|
|
|
Fair value
|
|
|
Gross
unrealized
holding
losses
|
|
|
Fair value
|
|
|
Gross
unrealized
holding
losses
|
|
|
Fair value
|
|
|
Gross
unrealized
holding
losses
|
|
Non-current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
¥
|
781
|
|
|
¥
|
129
|
|
|
¥
|
467
|
|
|
¥
|
96
|
|
|
¥
|
1,248
|
|
|
¥
|
225
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2013
|
|
|
|
Less than 12 months
|
|
|
12 months or longer
|
|
|
Total
|
|
|
|
Fair value
|
|
|
Gross
unrealized
holding
losses
|
|
|
Fair value
|
|
|
Gross
unrealized
holding
losses
|
|
|
Fair value
|
|
|
Gross
unrealized
holding
losses
|
|
Non-current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
¥
|
61
|
|
|
¥
|
5
|
|
|
¥
|
288
|
|
|
¥
|
64
|
|
|
¥
|
349
|
|
|
¥
|
69
|
|
Gross unrealized holding losses of available-for-sale securities as of March 31, 2013 consist of 13 security
holdings. Ricoh concluded that the decline in fair value of investment securities at year end to be temporary, by considering such factors as financial and operating conditions of the issuer, the industry in which the issuer operates and other
relevant factors. Ricoh judged the degree of decline in fair value of investment securities against the fair value to be immaterial.
F-19
The contractual maturities of debt securities classified as available-for-sale securities as of
March 31, 2013, regardless of their balance sheet classification, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
Cost
|
|
|
Fair value
|
|
Due after one year through five years
|
|
¥
|
693
|
|
|
¥
|
696
|
|
Over five years
|
|
|
1,143
|
|
|
|
1,256
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
1,836
|
|
|
¥
|
1,952
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the sales of available-for-sale securities was ¥208 million for the years ended March 31,
2013. There were no significant proceeds from the sales of available-for-sale securities for the years ended March 31, 2012. Proceeds from the sales of available-for-sale securities was ¥126 million for the years ended March 31,
2011.
There were no significant realized gains and losses from the sales of available-for-sale securities for the years ended March 31,
2011, 2012 and 2013.
The loss on impairment of available-for-sale securities were ¥1,844 million, ¥5,012 million and
¥332 million for the years ended March 31, 2011, 2012 and 2013, respectively, which is presented as loss on impairment of securities on the consolidated statements of operations. The number of impaired available-for-sale securities
were 14, 14 and 10 for the years ended March 31, 2011, 2012 and 2013, respectively. The cause of the impairment was the decline of the stock markets. Ricoh regarded these losses as other-than-temporary impairments because it did not believe
that the quoted market price of such securities would recover to its cost basis within the near term, as of March 31, 2011, 2012 and 2013.
As for net unrealized gains and losses on securities in accumulated other comprehensive income (loss) and related reclassification adjustments for gains
and losses realized in net income for the years ended March 31, 2011, 2012 and 2013, refer to Note 14.
6. INVESTMENTS IN AND ADVANCES TO AFFILIATES
The investments in and advances to affiliates primarily relate to less than majority-owned companies. Ricohs equity in the
underlying net book values of the companies is approximately equal to their individual carrying values of ¥444 million and ¥1,026 million at March 31, 2012 and 2013, respectively.
Summarized financial information for all affiliates as of March 31, 2011, 2012 and 2013 is omitted because these investees are insignificant to
Ricohs consolidated financial position or results of operations.
Transactions of Ricoh with these affiliates for the years ended
March 31, 2011, 2012 and 2013, and the related account balances at March 31, 2012 and 2013 are omitted because there were no significant transactions or balances with these affiliates.
7. RELATED PARTY TRANSACTIONS
MUSE Associates, LLC is a limited liability company wholly owned by the Companys outside director, Mr. Mochio Umeda.
For the years ended March 31, 2012 and 2013, Ricoh paid the consulting fee of ¥35 million and ¥25 million to MUSE
Associates, LLC respectively, which were recorded in selling, general and administrative expenses. There are no account balances relating to this transaction at March 31, 2012 and 2013. Fees and other transaction terms are determined through
negotiations, based on consideration of the general market transaction data.
F-20
8. GOODWILL, OTHER INTANGIBLE ASSETS AND LONG-LIVED ASSETS
Intangible asset acquired during the year ended March 31, 2013 totaled ¥12,625 million and consist of software of
¥12,204 million and trademarks and customer relationships of ¥421 million. The weighted average amortization period of software and trademarks and customer relationships are 5 years and 4 years, respectively.
The information for intangible assets subject to amortization and for intangible assets not subject to amortization as of March 31, 2012 and 2013
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
|
|
Gross carrying
amount
|
|
|
Accumulated
amortization
|
|
|
Net carrying
amount
|
|
|
Gross carrying
amount
|
|
|
Accumulated
amortization
|
|
|
Net carrying
amount
|
|
Other intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
¥
|
154,358
|
|
|
¥
|
(99,252
|
)
|
|
¥
|
55,106
|
|
|
¥
|
166,779
|
|
|
¥
|
(113,554
|
)
|
|
¥
|
53,225
|
|
Trademarks and customer relationships
|
|
|
62,791
|
|
|
|
(20,712
|
)
|
|
|
42,079
|
|
|
|
70,564
|
|
|
|
(30,541
|
)
|
|
|
40,023
|
|
Other
|
|
|
28,802
|
|
|
|
(13,894
|
)
|
|
|
14,908
|
|
|
|
26,788
|
|
|
|
(13,159
|
)
|
|
|
13,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
245,951
|
|
|
|
(133,858
|
)
|
|
|
112,093
|
|
|
|
264,131
|
|
|
|
(157,254
|
)
|
|
|
106,877
|
|
|
|
|
|
|
|
|
Other intangible assets not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
821
|
|
|
|
|
|
|
|
|
|
|
|
825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets
|
|
|
|
|
|
|
|
|
|
¥
|
112,914
|
|
|
|
|
|
|
|
|
|
|
¥
|
107,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate amortization expense of other intangible assets subject to amortization for the years ended March 31,
2011, 2012 and 2013 were ¥26,446 million, ¥26,153 million and ¥25,434 million, respectively. The future amortization expense for each of the next five years relating to existing intangible assets is estimated to be the
followings at March 31, 2013:
|
|
|
|
|
Years ending March 31
|
|
Millions of Yen
|
|
2014
|
|
¥
|
24,240
|
|
2015
|
|
|
20,254
|
|
2016
|
|
|
15,165
|
|
2017
|
|
|
12,404
|
|
2018
|
|
|
10,435
|
|
The changes in the carrying amounts of goodwill by segment for the years ended March 31, 2012 and 2013 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
|
|
Imaging &
Solutions
|
|
|
Other
|
|
|
Total
|
|
|
Imaging &
Solutions
|
|
|
Other
|
|
|
Total
|
|
Beginning balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill - gross
|
|
¥
|
221,092
|
|
|
|
|
|
|
¥
|
221,092
|
|
|
¥
|
220,103
|
|
|
¥
|
3,726
|
|
|
¥
|
223,829
|
|
Accumulated impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,578
|
)
|
|
|
|
|
|
|
(28,578
|
)
|
Goodwill
|
|
|
221,092
|
|
|
|
|
|
|
|
221,092
|
|
|
|
191,525
|
|
|
|
3,726
|
|
|
|
195,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill acquired during the year
|
|
|
3,254
|
|
|
¥
|
3,726
|
|
|
|
6,980
|
|
|
|
1,605
|
|
|
|
|
|
|
|
1,605
|
|
Impairment
|
|
|
(27,491
|
)
|
|
|
|
|
|
|
(27,491
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments and other
|
|
|
(5,330
|
)
|
|
|
|
|
|
|
(5,330
|
)
|
|
|
24,347
|
|
|
|
14
|
|
|
|
24,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill - gross
|
|
|
220,103
|
|
|
|
3,726
|
|
|
|
223,829
|
|
|
|
250,199
|
|
|
|
3,740
|
|
|
|
253,939
|
|
Accumulated impairment
|
|
|
(28,578
|
)
|
|
|
|
|
|
|
(28,578
|
)
|
|
|
(32,722
|
)
|
|
|
|
|
|
|
(32,722
|
)
|
Goodwill
|
|
¥
|
191,525
|
|
|
¥
|
3,726
|
|
|
¥
|
195,251
|
|
|
¥
|
217,477
|
|
|
¥
|
3,740
|
|
|
¥
|
221,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of annual goodwill impairment test date of December 31, 2010 and 2012, there was no reporting unit which
goodwill was considered impaired.
F-21
As a result of annual goodwill impairment test date of December 31, 2011, goodwill assigned to
Production Printing reporting unit was considered impaired due to worsening economic circumstances. Ricoh performed a reconciliation of the aggregate fair value of multiple reporting units to market capitalization at a goodwill impairment test date.
Consequently Ricoh recognized an impairment loss of ¥27,491 million in operating expenses in the consolidated statements of operations for the year ended March 31, 2012. Refer to Note 19 for method of measurement of fair value of
goodwill.
Ricoh recognized impairment losses of long-lived assets of ¥842 million, ¥10,070 million and
¥1,379 million for the years ended March 31, 2011, 2012 and 2013, respectively.
For the year ended March 31, 2013,
impairment losses of ¥1,379 million were recorded. Impairment losses of ¥903 million were related to land and buildings primarily with the closure of the business office. The fair value of these assets was determined based on a
combination of repurchase cost approach and market approach. The impairment losses were included in the results of Imaging & Solutions segment.
For the year ended March 31, 2012, machinery and equipment, intangible assets such as maintenance contract of Production Printing business were impaired by ¥9,519 million, and toolings, jigs
and other assets of digital camera manufacturing facilities were impaired by ¥551 million, as a result of worsening economic circumstances. Ricoh estimated that the carrying amounts would not be recoverable through future undiscounted cash
flows. The fair value of these assets was determined using discounted cash flow method. The impairment losses of ¥9,519 million and ¥551 million were included in the results of Imaging & Solutions segment and Other
segment, respectively.
For the year ended March 31, 2011, impairment losses of ¥842 million were recorded mainly consisting of
¥332 million and ¥374 million. Impairment losses of ¥332 million were recorded, related to toolings, jigs and other assets of digital camera manufacturing facilities, as a result of worsening economic circumstances. Ricoh
estimated that the carrying amounts would not be recoverable through future cash flows. The fair value of these assets was determined using discounted cash flow method. The impairment losses were included in the results of other segment. Buildings,
building-associated assets and structures which were not expected to use as business assets were impaired by ¥374 million with the closure of the business office in April 2011. The fair value of these assets was determined based on a quoted
market price. The impairment losses were included in the results of Imaging & Solutions segment and Industrial Products segment.
The
aggregate costs included in property, plant and equipment and related accumulated amortization for certain leased buildings, machinery and equipment accounted as of March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Aggregate cost
|
|
¥
|
7,627
|
|
|
¥
|
8,872
|
|
Accumulated amortization
|
|
|
6,299
|
|
|
|
7,269
|
|
The related future minimum lease payments and the present values of the net minimum lease payments as of March 31,
2013 are ¥1,952 million and ¥1,889 million, respectively.
F-22
9. INCOME TAXES
Income (loss) before income taxes and equity in earnings of affiliates and provision for income taxes for the years ended
March 31, 2011, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Income (loss) before income taxes and equity in earnings of affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
¥
|
(11,415
|
)
|
|
¥
|
(21,001
|
)
|
|
¥
|
17,156
|
|
Foreign
|
|
|
55,584
|
|
|
|
(10,936
|
)
|
|
|
41,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
44,169
|
|
|
¥
|
(31,937
|
)
|
|
¥
|
58,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
¥
|
(2,821
|
)
|
|
¥
|
13,302
|
|
|
¥
|
5,647
|
|
Foreign
|
|
|
24,322
|
|
|
|
19,007
|
|
|
|
15,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
21,501
|
|
|
¥
|
32,309
|
|
|
¥
|
21,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
¥
|
415
|
|
|
¥
|
(15,443
|
)
|
|
¥
|
(1,873
|
)
|
Foreign
|
|
|
494
|
|
|
|
(8,643
|
)
|
|
|
1,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
909
|
|
|
¥
|
(24,086
|
)
|
|
¥
|
(241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated provision for income taxes
|
|
¥
|
22,410
|
|
|
¥
|
8,223
|
|
|
¥
|
20,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income taxes are allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Provision for income taxes relating to continuing operations
|
|
¥
|
22,410
|
|
|
¥
|
8,223
|
|
|
¥
|
20,838
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(20
|
)
|
|
|
(25
|
)
|
|
|
121
|
|
Net unrealized gains and losses on securities
|
|
|
61
|
|
|
|
832
|
|
|
|
2,807
|
|
Net unrealized gains and losses on derivatives
|
|
|
(23
|
)
|
|
|
39
|
|
|
|
259
|
|
Pension liability adjustments
|
|
|
(98
|
)
|
|
|
(10,970
|
)
|
|
|
1,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
22,330
|
|
|
¥
|
(1,901
|
)
|
|
¥
|
26,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company and its domestic subsidiaries are subject to a number of income taxes, which, in the aggregate, represent a
statutory income tax rate of approximately 41% for the years ended March 31, 2011 and 2012 and 38% for the year ended March 31, 2013.
The reconciliation of the statutory income tax (benefit) rate to the effective income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Statutory tax (benefit) rate
|
|
|
41
|
%
|
|
|
(41
|
)%
|
|
|
38
|
%
|
Nondeductible expenses
|
|
|
5
|
|
|
|
6
|
|
|
|
3
|
|
Change in valuation allowance
|
|
|
22
|
|
|
|
25
|
|
|
|
6
|
|
Tax credit for research and development and other
|
|
|
(2
|
)
|
|
|
|
|
|
|
(2
|
)
|
Unrecognized tax benefits
|
|
|
0
|
|
|
|
14
|
|
|
|
2
|
|
Taxes on undistributed earnings of foreign subsidiaries
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
Prior period tax accrual adjustment
|
|
|
0
|
|
|
|
(9
|
)
|
|
|
0
|
|
Difference in statutory tax rates of foreign subsidiaries
|
|
|
(13
|
)
|
|
|
(4
|
)
|
|
|
(12
|
)
|
Nondeductible goodwill impairment loss
|
|
|
|
|
|
|
13
|
|
|
|
|
|
Change in tax law and rate
|
|
|
|
|
|
|
23
|
|
|
|
|
|
Other, net
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
51
|
%
|
|
|
26
|
%
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The corporate tax rate has been changed due to the new laws enacted by the Japanese government on November 30, 2011.
As a result of this change in tax law, the statutory tax rate has been reduced from approximately 41% to 38% during the period of March 31, 2013 to March 31, 2015, and to approximately 36% from March 31, 2016 onward. Consequently, the
statutory tax rate of calculating deferred tax assets and liabilities that are expected to be settled and realized during the period of April 1, 2013 to March 31, 2015 is approximately 38% and from April 1, 2015 onward is
approximately 36%.
F-23
Net deferred tax assets that existed at the enactment date were re-measured and reduced by
¥7,484 million and the resulting charge is reflected to provision for income taxes in the consolidated statements of operations for the fiscal year ended March 31, 2012.
The tax effects of temporary differences and carryforwards giving rise to the consolidated deferred tax assets and liabilities as of March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
¥
|
20,126
|
|
|
¥
|
21,853
|
|
Property, plant and equipment
|
|
|
5,049
|
|
|
|
7,828
|
|
Accrued pension and severance costs
|
|
|
60,436
|
|
|
|
61,097
|
|
Net operating loss carryforwards
|
|
|
51,895
|
|
|
|
51,194
|
|
Goodwill and other intangible assets
|
|
|
6,453
|
|
|
|
7,204
|
|
Other
|
|
|
25,354
|
|
|
|
29,774
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets
|
|
|
169,313
|
|
|
|
178,950
|
|
Less - Valuation allowance
|
|
|
(42,553
|
)
|
|
|
(56,081
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
126,760
|
|
|
|
122,869
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Sales-type leases
|
|
|
(1,375
|
)
|
|
|
(1,091
|
)
|
Undistributed earnings of foreign subsidiaries and affiliates, etc.
|
|
|
(9,770
|
)
|
|
|
(10,514
|
)
|
Net unrealized gains and losses on securities
|
|
|
(2,815
|
)
|
|
|
(6,183
|
)
|
Other intangible assets
|
|
|
(15,531
|
)
|
|
|
(14,993
|
)
|
Other
|
|
|
(4,778
|
)
|
|
|
(3,734
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(34,269
|
)
|
|
|
(36,515
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
¥
|
92,491
|
|
|
¥
|
86,354
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets as of March 31, 2012 and 2013 are included in the consolidated balance sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Deferred income taxes and other (Current assets)
|
|
¥
|
52,369
|
|
|
¥
|
49,098
|
|
Lease deposits and other (Investments and other assets)
|
|
|
53,343
|
|
|
|
51,154
|
|
Accrued expenses and other (Current liabilities)
|
|
|
(2,957
|
)
|
|
|
(1,383
|
)
|
Deferred income taxes and other (Long-term liabilities)
|
|
|
(10,264
|
)
|
|
|
(12,515
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
92,491
|
|
|
¥
|
86,354
|
|
|
|
|
|
|
|
|
|
|
The valuation allowance during the years ended March 31, 2011, 2012 and 2013 increased by ¥6,942 million,
¥5,419 million and ¥13,528 million, respectively. The valuation allowance primarily relates to deferred tax assets of the consolidated subsidiaries with net operating loss carryforwards for tax purposes that are not expected to be
realized.
F-24
In assessing the realizability of deferred tax assets, Ricoh considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become
deductible and whether loss carryforwards are utilizable. Ricoh considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, Ricoh believes it is more likely than not that the deferred tax assets of these deductible differences, net of the existing
valuation allowance will be realized. The amount of the deferred tax asset considered realizable, however, would be reduced if estimates of future taxable income during the carryforward period are reduced.
As of March 31, 2013, the Company and certain subsidiaries had net operating losses carried forward for income tax purposes of approximately
¥216,897 million which were available to reduce future taxable income, if any. Approximately ¥30,123 million of the operating losses will expire within 3 years, ¥59,940 million will expire within 4 years to 9 years and
¥100,736 million will expire within 10 years to 20 years. The remainder have indefinite carryforward period.
Ricoh has not
recognized deferred tax liability for certain portion of the undistributed earnings of its foreign subsidiaries of ¥349,948 million as of March 31, 2013 because Ricoh intends to permanently reinvest such earnings. The calculation of
the amount of unrecognized deferred tax liability related to these earnings is not practicable.
Reconciliations of the beginning and ending
amount of unrecognized tax benefits are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Beginning balance
|
|
¥
|
12,050
|
|
|
¥
|
10,453
|
|
|
¥
|
16,293
|
|
Additions for tax positions of current year
|
|
|
12
|
|
|
|
4,588
|
|
|
|
2,817
|
|
Additions for tax positions of prior years
|
|
|
148
|
|
|
|
1,692
|
|
|
|
512
|
|
Reductions for tax positions of prior years
|
|
|
(313
|
)
|
|
|
(269
|
)
|
|
|
(436
|
)
|
Settlements
|
|
|
(243
|
)
|
|
|
(103
|
)
|
|
|
(103
|
)
|
Effect of exchange rate changes
|
|
|
(1,201
|
)
|
|
|
(68
|
)
|
|
|
2,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
10,453
|
|
|
¥
|
16,293
|
|
|
¥
|
21,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amount of unrecognized tax benefits as of March 31, 2012 and 2013 that would reduce the effective tax rate, if
recognized, are ¥11,489 million and ¥14,716 million, respectively.
Although Ricoh believes its estimates and assumptions of
unrecognized tax benefits are reasonable, uncertainty regarding the final determination of tax audit settlements and any related litigation could affect the effective tax rate in the future periods. Based on each of the items of which Ricoh is aware
as of March 31, 2013, no significant changes to the unrecognized tax benefits are expected within the next twelve months.
Ricoh
recognizes interest and penalties related to unrecognized tax benefits in provision for income taxes in the consolidated statements of operations. Both interest and penalties accrued as of March 31, 2012 and 2013 and interest and penalties
included in provision for income taxes for the years ended March 31, 2011, 2012 and 2013 are not material.
Ricoh files income tax
returns in Japan and various foreign tax jurisdictions. In Japan, Ricoh is no longer subject to regular income tax examinations by the tax authority for fiscal years before 2009. While there has been no specific indication by the tax authority that
Ricoh will be subject to a transfer pricing examination in the near future, the tax authority could conduct a transfer pricing examination for fiscal years after 2006. In other major foreign tax jurisdictions, Ricoh is no longer subject to income
tax examinations by tax authority for fiscal years before 2006 and 2011 in the United States and United Kingdom, respectively.
F-25
10. SHORT-TERM BORROWINGS
Short-term borrowings as of March 31, 2012 and 2013 consist of the followings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
interest
rate
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
Borrowings, principally from banks
|
|
|
0.9
|
%
|
|
|
2.0
|
%
|
|
¥
|
33,667
|
|
|
¥
|
34,933
|
|
Commercial paper
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
77,605
|
|
|
|
30,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
111,272
|
|
|
¥
|
65,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These short-term borrowings included borrowings, principally from banks and commercial paper denominated in foreign
currencies amounting to ¥44,397 million and ¥38,558 million as of March 31, 2012 and 2013, respectively.
The Company
and certain subsidiaries enter into the contracts with financial institutions regarding lines of credit and overdrafts. Those same financial institutions hold the issuing programs of commercial paper. Ricoh had aggregate lines of credit of
¥675,149 million and ¥703,653 million as of March 31, 2012 and 2013, respectively. Unused lines of credit amounted to ¥544,062 million and ¥639,554 million as of March 31, 2012 and 2013, respectively, of
which ¥197,052 million and ¥276,144 million related to commercial paper programs and the unused portion is available for immediate borrowings.
11. LONG-TERM INDEBTEDNESS
Long-term indebtedness as of March 31, 2012 and 2013 consists of the followings:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Bonds:
|
|
|
|
|
|
|
|
|
1.39%, straight bonds, payable in yen, due March 2014
|
|
¥
|
50,000
|
|
|
¥
|
50,000
|
|
2.08%, straight bonds, payable in yen, due March 2019
|
|
|
15,000
|
|
|
|
15,000
|
|
0.57%, straight bonds, payable in yen, due June 2015
|
|
|
40,000
|
|
|
|
40,000
|
|
0.88%, straight bonds, payable in yen, due June 2017
|
|
|
20,000
|
|
|
|
20,000
|
|
6.75%, straight bonds, payable in yen, due December 2025 issued by a consolidated subsidiary
|
|
|
2,411
|
|
|
|
2,764
|
|
7.30%, straight bonds, payable in yen, due November 2027 issued by a consolidated subsidiary
|
|
|
1,921
|
|
|
|
2,202
|
|
1.47%, straight bonds, payable in yen, due April 2014 issued by a consolidated subsidiary
|
|
|
35,000
|
|
|
|
35,000
|
|
0.61%, straight bonds, payable in yen, due January 2014 issued by a consolidated subsidiary
|
|
|
20,000
|
|
|
|
20,000
|
|
0.61%, straight bonds, payable in yen, due May 2015 issued by a consolidated subsidiary
|
|
|
20,000
|
|
|
|
20,000
|
|
0.35%, straight bonds, payable in yen, due November 2017 issued by a consolidated subsidiary
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
204,332
|
|
|
|
224,966
|
|
|
|
|
|
|
|
|
|
|
Unsecured loans-
|
|
|
|
|
|
|
|
|
Banks and insurance companies,
|
|
|
|
|
|
|
|
|
weighted average interest rate
|
|
|
0.95
|
%
|
|
|
0.88
|
%
|
due 2019
|
|
|
379,135
|
|
|
|
372,318
|
|
|
|
|
|
|
|
|
|
|
Secured loans-
|
|
|
|
|
|
|
|
|
Banks, insurance companies and other financial institution,
|
|
|
|
|
|
|
|
|
weighted average interest rate
|
|
|
0.01
|
%
|
|
|
0.00
|
%
|
due 2014
|
|
|
447
|
|
|
|
222
|
|
|
|
|
|
|
|
|
|
|
Long-term indebtedness caused by lease transactions (see Note 4)
|
|
|
45,174
|
|
|
|
38,103
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations (see Note 8)
|
|
|
1,507
|
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
630,595
|
|
|
|
637,561
|
|
Less - Current maturities included in current liabilities
|
|
|
(105,160
|
)
|
|
|
(161,180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
¥
|
525,435
|
|
|
¥
|
476,381
|
|
|
|
|
|
|
|
|
|
|
Secured loans are collateralized by land, buildings and lease receivables with book values of ¥512 million and
¥314 million as of March 31, 2012 and 2013.
F-26
All bonds outstanding as of March 31, 2013 are redeemable at the option of Ricoh under certain
conditions as provided in the applicable agreements.
Bonds are subject to certain covenants such as restrictions on additional secured
indebtedness, as defined in the agreements. Ricoh was in compliance with such covenants as of March 31, 2013.
As is customary in Japan,
substantially all of the bank borrowings are subject to general agreements with respective banks. Banks may request for additional security for these loans if there is reasonable and probable cause and may treat the additional security, as well as
cash deposits, as security for present and future indebtedness. Ricoh has never been requested to submit such additional security with respect to any material borrowings.
The aggregate annual maturities of long-term indebtedness outstanding at March 31, 2013 are as follows:
|
|
|
|
|
Years ending March 31
|
|
Millions of Yen
|
|
2014
|
|
¥
|
161,180
|
|
2015
|
|
|
160,807
|
|
2016
|
|
|
112,829
|
|
2017
|
|
|
76,971
|
|
2018
|
|
|
82,094
|
|
2019 and thereafter
|
|
|
43,680
|
|
|
|
|
|
|
Total
|
|
¥
|
637,561
|
|
|
|
|
|
|
12. PENSION AND RETIREMENT ALLOWANCE PLANS
The Company and certain of its subsidiaries have various contributory and noncontributory employees pension fund plans in trust
covering substantially all of their employees. Under the plans, employees are entitled to lump-sum payments at the time of termination or retirement, or to pension payments.
Contributions to these plans have been made to provide future pension payments in conformity with an actuarial calculation determined by the current basic rate of pay.
From April 1, 2013, the Company and some of its subsidiaries in Japan have modified a portion of the existing defined benefit pension plans into
defined contribution plan. As a result of this modification, Ricoh recognized curtailment gain in accumulated other comprehensive income (loss) for the year ended March 31, 2013.
F-27
The changes in the benefit obligations and plan assets of the pension plans for the years ended
March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Domestic plans
|
|
2012
|
|
|
2013
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
Benefit obligations at beginning of year
|
|
¥
|
275,690
|
|
|
¥
|
277,598
|
|
Service cost
|
|
|
11,023
|
|
|
|
11,170
|
|
Interest cost
|
|
|
5,509
|
|
|
|
4,354
|
|
Actuarial loss
|
|
|
14,068
|
|
|
|
8,015
|
|
Prior service cost
|
|
|
|
|
|
|
(285
|
)
|
Curtailments
|
|
|
|
|
|
|
(6,914
|
)
|
Benefits paid
|
|
|
(31,082
|
)
|
|
|
(17,325
|
)
|
Benefit obligations assumed in connection with business acquisition
|
|
|
2,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligations at end of year
|
|
|
277,598
|
|
|
|
276,613
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
|
159,831
|
|
|
|
153,212
|
|
Actual return on plan assets
|
|
|
599
|
|
|
|
14,033
|
|
Employer contribution
|
|
|
8,297
|
|
|
|
7,361
|
|
Partial withdrawal of plan assets
|
|
|
(260
|
)
|
|
|
(170
|
)
|
Benefits paid
|
|
|
(15,255
|
)
|
|
|
(10,183
|
)
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year
|
|
|
153,212
|
|
|
|
164,253
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
¥
|
(124,386
|
)
|
|
¥
|
(112,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Foreign plans
|
|
2012
|
|
|
2013
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
Benefit obligations at beginning of year
|
|
¥
|
166,957
|
|
|
¥
|
192,411
|
|
Service cost
|
|
|
1,266
|
|
|
|
1,335
|
|
Interest cost
|
|
|
8,486
|
|
|
|
8,844
|
|
Plan participants contributions
|
|
|
538
|
|
|
|
553
|
|
Actuarial loss
|
|
|
25,303
|
|
|
|
14,163
|
|
Prior service cost
|
|
|
|
|
|
|
(43
|
)
|
Settlement
|
|
|
(1,846
|
)
|
|
|
(100
|
)
|
Benefits paid
|
|
|
(5,591
|
)
|
|
|
(6,823
|
)
|
Foreign exchange impact and other
|
|
|
(2,702
|
)
|
|
|
24,924
|
|
|
|
|
|
|
|
|
|
|
Benefit obligations at end of year
|
|
¥
|
192,411
|
|
|
¥
|
235,264
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
¥
|
142,042
|
|
|
¥
|
151,196
|
|
Actual return on plan assets
|
|
|
13,730
|
|
|
|
14,119
|
|
Employer contribution
|
|
|
3,860
|
|
|
|
6,114
|
|
Plan participants contributions
|
|
|
538
|
|
|
|
553
|
|
Settlement
|
|
|
(952
|
)
|
|
|
|
|
Benefits paid
|
|
|
(5,591
|
)
|
|
|
(6,823
|
)
|
Foreign exchange impact
|
|
|
(2,431
|
)
|
|
|
19,446
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year
|
|
¥
|
151,196
|
|
|
¥
|
184,605
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
¥
|
(41,215
|
)
|
|
¥
|
(50,659
|
)
|
|
|
|
|
|
|
|
|
|
F-28
Net amounts recognized in the consolidated balance sheets as of March 31, 2012 and 2013 consist of:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Domestic plans
|
|
2012
|
|
|
2013
|
|
Lease deposits and other
|
|
¥
|
3,493
|
|
|
¥
|
2,691
|
|
Accrued expenses and other
|
|
|
(5,513
|
)
|
|
|
(2,590
|
)
|
Accrued pension and severance costs
|
|
|
(122,366
|
)
|
|
|
(112,461
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
¥
|
(124,386
|
)
|
|
¥
|
(112,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Foreign plans
|
|
2012
|
|
|
2013
|
|
Lease deposits and other
|
|
¥
|
1,244
|
|
|
¥
|
1,297
|
|
Accrued expenses and other
|
|
|
(68
|
)
|
|
|
(128
|
)
|
Accrued pension and severance costs
|
|
|
(42,391
|
)
|
|
|
(51,828
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
¥
|
(41,215
|
)
|
|
¥
|
(50,659
|
)
|
|
|
|
|
|
|
|
|
|
Net amounts recognized in accumulated other comprehensive income (loss) as of March 31, 2012 and 2013 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Domestic plans
|
|
2012
|
|
|
2013
|
|
Net actuarial loss
|
|
¥
|
99,344
|
|
|
¥
|
84,736
|
|
Prior service credit
|
|
|
(29,571
|
)
|
|
|
(25,840
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
¥
|
69,773
|
|
|
¥
|
58,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Foreign plans
|
|
2012
|
|
|
2013
|
|
Net actuarial loss
|
|
¥
|
37,501
|
|
|
¥
|
42,965
|
|
Prior service credit
|
|
|
(807
|
)
|
|
|
(795
|
)
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
¥
|
36,694
|
|
|
¥
|
42,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligations as of March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Domestic plans
|
|
2012
|
|
|
2013
|
|
Accumulated benefit obligations
|
|
¥
|
272,199
|
|
|
¥
|
272,236
|
|
|
|
|
|
Millions of Yen
|
|
Foreign plans
|
|
2012
|
|
|
2013
|
|
Accumulated benefit obligations
|
|
¥
|
186,191
|
|
|
¥
|
230,312
|
|
F-29
Weighted-average assumptions used to determine benefit obligations as of March 31, 2012 and 2013 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic plans
|
|
|
Foreign plans
|
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
Discount rate
|
|
|
1.6
|
%
|
|
|
1.3
|
%
|
|
|
4.7
|
%
|
|
|
4.3
|
%
|
Rate of compensation increase
|
|
|
3.3
|
%
|
|
|
3.3
|
%
|
|
|
2.0
|
%
|
|
|
2.9
|
%
|
Weighted-average assumptions used to determine the net periodic pension cost for the years ended March 31, 2011,
2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic plans
|
|
|
Foreign plans
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Discount rate
|
|
|
2.1
|
%
|
|
|
2.0
|
%
|
|
|
1.6
|
%
|
|
|
6.2
|
%
|
|
|
5.6
|
%
|
|
|
4.7
|
%
|
Rate of compensation increase
|
|
|
6.5
|
%
|
|
|
3.3
|
%
|
|
|
3.3
|
%
|
|
|
3.5
|
%
|
|
|
2.0
|
%
|
|
|
2.0
|
%
|
Expected long-term return on plan assets
|
|
|
0.3
|
%
|
|
|
0.3
|
%
|
|
|
1.4
|
%
|
|
|
5.7
|
%
|
|
|
5.8
|
%
|
|
|
5.5
|
%
|
In determining the expected long-term rate of return on pension plan assets, Ricoh considers the current and projected
asset allocations, as well as expected long-term investment returns and risks for each category of the plan assets based on Ricohs analysis of historical results.
The net periodic pension cost of the pension plans for the years ended March 31, 2011, 2012 and 2013 consists of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Domestic plans
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Service cost
|
|
¥
|
10,819
|
|
|
¥
|
11,023
|
|
|
¥
|
11,170
|
|
Interest cost
|
|
|
5,705
|
|
|
|
5,509
|
|
|
|
4,354
|
|
Expected return on plan assets
|
|
|
(531
|
)
|
|
|
(476
|
)
|
|
|
(2,134
|
)
|
Net amortization
|
|
|
1,860
|
|
|
|
1,627
|
|
|
|
1,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net periodic pension cost
|
|
¥
|
17,853
|
|
|
¥
|
17,683
|
|
|
¥
|
15,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Foreign plans
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Service cost
|
|
¥
|
1,821
|
|
|
¥
|
1,266
|
|
|
¥
|
1,335
|
|
Interest cost
|
|
|
9,014
|
|
|
|
8,486
|
|
|
|
8,844
|
|
Expected return on plan assets
|
|
|
(8,236
|
)
|
|
|
(8,227
|
)
|
|
|
(8,383
|
)
|
Net amortization
|
|
|
935
|
|
|
|
595
|
|
|
|
1,583
|
|
Settlement benefit
|
|
|
(182
|
)
|
|
|
(115
|
)
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net periodic pension cost
|
|
¥
|
3,352
|
|
|
¥
|
2,005
|
|
|
¥
|
3,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The projected benefit obligations and the fair value of plan assets for the pension plans with projected benefit
obligations in excess of plan assets, and the accumulated benefit obligations and the fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
Domestic plans
|
|
2012
|
|
|
2013
|
|
Plans with projected benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
Projected benefit obligations
|
|
¥
|
277,598
|
|
|
¥
|
267,221
|
|
Fair value of plan assets
|
|
|
153,212
|
|
|
|
152,170
|
|
Plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
Accumulated benefit obligations
|
|
¥
|
272,199
|
|
|
¥
|
263,025
|
|
Fair value of plan assets
|
|
|
153,212
|
|
|
|
152,170
|
|
|
|
|
|
Millions of Yen
|
|
Foreign plans
|
|
2012
|
|
|
2013
|
|
Plans with projected benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
Projected benefit obligations
|
|
¥
|
187,597
|
|
|
¥
|
229,611
|
|
Fair value of plan assets
|
|
|
148,472
|
|
|
|
177,655
|
|
Plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
Accumulated benefit obligations
|
|
¥
|
183,486
|
|
|
¥
|
221,869
|
|
Fair value of plan assets
|
|
|
148,472
|
|
|
|
174,679
|
|
F-30
The three levels of input used to measure fair value are more fully described in Note 19. The fair values of
Ricohs benefit plan assets as of March 31, 2012 and 2013, by asset class, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2012
|
|
Domestic plans
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic companies
|
|
¥
|
14,744
|
|
|
|
|
|
|
|
|
|
|
¥
|
14,744
|
|
Pooled funds
(a)
|
|
|
|
|
|
¥
|
25,303
|
|
|
|
|
|
|
|
25,303
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic bonds
|
|
|
4,934
|
|
|
|
|
|
|
|
|
|
|
|
4,934
|
|
Foreign bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pooled funds
(b)
|
|
|
|
|
|
|
58,237
|
|
|
|
|
|
|
|
58,237
|
|
Life insurance company general accounts
|
|
|
|
|
|
|
38,019
|
|
|
|
|
|
|
|
38,019
|
|
Other assets
|
|
|
21
|
|
|
|
11,954
|
|
|
|
|
|
|
|
11,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
19,699
|
|
|
¥
|
133,513
|
|
|
|
|
|
|
¥
|
153,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2013
|
|
Domestic plans
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic companies
|
|
¥
|
17,759
|
|
|
|
|
|
|
|
|
|
|
¥
|
17,759
|
|
Pooled funds
(c)
|
|
|
|
|
|
¥
|
30,787
|
|
|
|
|
|
|
|
30,787
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic bonds
|
|
|
5,182
|
|
|
|
|
|
|
|
|
|
|
|
5,182
|
|
Foreign bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pooled funds
(d)
|
|
|
|
|
|
|
61,286
|
|
|
|
|
|
|
|
61,286
|
|
Life insurance company general accounts
|
|
|
|
|
|
|
36,984
|
|
|
|
|
|
|
|
36,984
|
|
Other assets
|
|
|
110
|
|
|
|
12,145
|
|
|
|
|
|
|
|
12,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
23,051
|
|
|
¥
|
141,202
|
|
|
|
|
|
|
¥
|
164,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2012
|
|
Foreign plans
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign companies
|
|
¥
|
16,724
|
|
|
|
|
|
|
|
|
|
|
¥
|
16,724
|
|
Pooled funds
(e)
|
|
|
6,673
|
|
|
¥
|
13,408
|
|
|
¥
|
5,618
|
|
|
|
25,699
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic bonds
|
|
|
1,171
|
|
|
|
|
|
|
|
|
|
|
|
1,171
|
|
Foreign bonds
|
|
|
37,605
|
|
|
|
|
|
|
|
|
|
|
|
37,605
|
|
Pooled funds
(f)
|
|
|
26,921
|
|
|
|
15,276
|
|
|
|
6,344
|
|
|
|
48,541
|
|
Life insurance company general accounts
|
|
|
|
|
|
|
17,996
|
|
|
|
|
|
|
|
17,996
|
|
Other assets
|
|
|
1,731
|
|
|
|
1,433
|
|
|
|
296
|
|
|
|
3,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
90,825
|
|
|
¥
|
48,113
|
|
|
¥
|
12,258
|
|
|
¥
|
151,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2013
|
|
Foreign plans
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign companies
|
|
¥
|
5,819
|
|
|
|
|
|
|
|
|
|
|
¥
|
5,819
|
|
Pooled funds
(e)
|
|
|
|
|
|
¥
|
23,510
|
|
|
¥
|
16,627
|
|
|
|
40,137
|
|
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign bonds
|
|
|
57,848
|
|
|
|
|
|
|
|
|
|
|
|
57,848
|
|
Pooled funds
(f)
|
|
|
15,873
|
|
|
|
38,699
|
|
|
|
|
|
|
|
54,572
|
|
Life insurance company general accounts
|
|
|
|
|
|
|
20,468
|
|
|
|
|
|
|
|
20,468
|
|
Other assets
|
|
|
3,832
|
|
|
|
1,829
|
|
|
|
100
|
|
|
|
5,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
83,372
|
|
|
¥
|
84,506
|
|
|
¥
|
16,727
|
|
|
¥
|
184,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-31
(a)
|
These funds invest in listed equity securities consisting of approximately 50% domestic companies and 50% foreign companies for domestic plans.
|
(b)
|
These funds invest in listed debt securities consisting of approximately 90% domestic bonds and 10% foreign bonds for domestic plans.
|
(c)
|
These funds invest in listed equity securities consisting of approximately 45% domestic companies and 55% foreign companies for domestic plans.
|
(d)
|
These funds invest in listed debt securities consisting of approximately 90% domestic bonds and 10% foreign bonds for domestic plans.
|
(e)
|
These funds invest in equity securities consisting of mainly foreign companies for foreign plans.
|
(f)
|
These funds invest in debt securities consisting of mainly foreign bonds for foreign plans.
|
Level 1 assets are comprised principally of listed equity securities and government bonds, which are valued using unadjusted quoted market prices in active markets with sufficient and frequency of
transactions. Level 2 assets are comprised principally of pooled funds that invest in equity and debt securities and investments in life insurance company general accounts. Pooled funds are valued at their net asset values provided by the sponsor of
the fund and have daily liquidity. Investments in life insurance company general accounts are valued at conversion value. Common stock and bonds of the Company and certain of its domestic subsidiaries included in plan assets were immaterial at
March 31, 2012 and 2013.
Ricohs investment goals are to maximize returns subject to specific risk management policies. Its risk
management policies permit investments in mutual funds and debt and equity securities and prohibit speculative investment in derivative financial instruments. Ricoh addresses diversification by the use of mutual fund investments whose underlying
investments are in domestic and international fixed income securities and domestic and international equity securities. These mutual funds are readily marketable and can be sold to fund benefit payment obligations as they become payable.
Ricohs model portfolio for domestic plans consists of three major components: approximately 30% is invested in equity securities, approximately 40%
is invested in debt securities and approximately 30% is invested in other investment vehicles, primarily consisting of investments in life insurance company general accounts.
Outside Japan, investment policies vary by country, but the long-term investment objectives and strategies remain consistent. Ricohs model portfolio for foreign plans has been developed as follows:
approximately 25% is invested in equity securities, approximately 60% is invested in debt securities, and approximately 15% is invested in other investment vehicles, primarily consisting of investments in life insurance company general accounts.
F-32
The following table presents a reconciliation of activity for the assets classified as Level 3 in the fair
value hierarchy for the years ended March 31, 2012 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2012
|
|
Foreign plans
|
|
Equity securities
Pooled funds
|
|
|
Debt securities
Pooled funds
|
|
|
Other assets
|
|
|
Total
|
|
Beginning balance
|
|
¥
|
2,445
|
|
|
¥
|
6,346
|
|
|
¥
|
2,175
|
|
|
¥
|
10,966
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains
|
|
|
329
|
|
|
|
460
|
|
|
|
|
|
|
|
789
|
|
Realized gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, sales and settlements, net
|
|
|
2,752
|
|
|
|
(391
|
)
|
|
|
(1,783
|
)
|
|
|
578
|
|
Foreign exchange impact
|
|
|
92
|
|
|
|
(71
|
)
|
|
|
(96
|
)
|
|
|
(75
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
5,618
|
|
|
¥
|
6,344
|
|
|
¥
|
296
|
|
|
¥
|
12,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2013
|
|
Foreign plans
|
|
Equity securities
Pooled funds
|
|
|
Debt securities
Pooled funds
|
|
|
Other assets
|
|
|
Total
|
|
Beginning balance
|
|
¥
|
5,618
|
|
|
¥
|
6,344
|
|
|
¥
|
296
|
|
|
¥
|
12,258
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses)
|
|
|
992
|
|
|
|
(1,785
|
)
|
|
|
|
|
|
|
(793
|
)
|
Realized gains (losses)
|
|
|
(293
|
)
|
|
|
2,496
|
|
|
|
|
|
|
|
2,203
|
|
Purchases, sales and settlements, net
|
|
|
8,307
|
|
|
|
(6,831
|
)
|
|
|
(210
|
)
|
|
|
1,266
|
|
Foreign exchange impact
|
|
|
2,003
|
|
|
|
(224
|
)
|
|
|
14
|
|
|
|
1,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
16,627
|
|
|
|
|
|
|
¥
|
100
|
|
|
¥
|
16,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricoh expects to contribute ¥15,340 million to its pension plans for the year ending March 31, 2014. The
estimated net actuarial loss and prior service credit for Ricohs pension fund plans that will be amortized from accumulated other comprehensive income (loss) into net periodic pension cost over the year ending March 31, 2014 are
¥7,872 million and ¥(4,153) million, respectively.
The following benefit payments, which reflect expected future service,
as appropriate, are expected to be paid:
|
|
|
|
|
|
|
|
|
Years ending March 31
|
|
Domestic plans
|
|
|
Foreign plans
|
|
|
Millions of Yen
|
|
|
Millions of Yen
|
|
2014
|
|
¥
|
10,638
|
|
|
¥
|
8,241
|
|
2015
|
|
|
12,444
|
|
|
|
8,419
|
|
2016
|
|
|
12,562
|
|
|
|
8,608
|
|
2017
|
|
|
12,324
|
|
|
|
9,030
|
|
2018
|
|
|
13,799
|
|
|
|
9,560
|
|
2019 2023
|
|
|
81,758
|
|
|
|
55,966
|
|
The Company and certain subsidiaries have defined contribution plans. The cost of defined contribution plans for the
years ended March 31, 2011, 2012 and 2013 were ¥6,620 million, ¥6,515 million and ¥7,018 million, respectively.
F-33
13. RICOH COMPANY, LTD. SHAREHOLDERS EQUITY
The Corporation Law of Japan provides that an amount equal to 10% of cash dividends and other distributions from retained earnings paid
by the Company and its domestic subsidiaries be appropriated as additional paid-in capital or legal reserve. No further appropriation is required when the total amount of the additional paid-in capital and legal reserve equals to or exceeds 25% of
common stock. Certain foreign subsidiaries are also required to appropriate their earnings to legal reserves under the laws of the respective countries. Legal reserves included in retained earnings are restricted from being used as dividend
distributions.
The Corporation Law of Japan requires a company to obtain the approval of shareholders for transferring amounts between common
stock and additional paid-in capital. The Corporation Law of Japan also permits a company to transfer an amount of common stock or additional paid-in capital to retained earnings in principle upon approval of shareholders.
Cash dividends are approved by the shareholders after the end of each fiscal period or are declared by the Board of Directors after the end of each
interim six-month period. Such dividends are payable to shareholders of record at the end of each such fiscal or interim six-month period. At the Ordinary General Meeting of Shareholders held on June 21, 2013, the shareholders approved the
declaration of a cash dividend (¥16.50 per share) on the common stock totaling ¥11,963 million, which would be paid to shareholders of record as of March 31, 2013. The declaration of this dividend has not been reflected in the
consolidated financial statements as of March 31, 2013.
The amount of retained earnings legally available for dividend distribution is
recorded in the Companys non-consolidated books and amounts to ¥264,137 million as of March 31, 2013.
14. OTHER COMPREHENSIVE INCOME (LOSS)
Tax effects allocated to each component of other comprehensive income (loss), including amounts attributable to noncontrolling
interests, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
Before-tax
amount
|
|
|
Tax benefit
(expense)
|
|
|
Net-of-tax
amount
|
|
2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
¥
|
(37,958
|
)
|
|
¥
|
20
|
|
|
¥
|
(37,938
|
)
|
Unrealized gains and losses on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
(1,668
|
)
|
|
|
680
|
|
|
|
(988
|
)
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
1,817
|
|
|
|
(741
|
)
|
|
|
1,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains and losses on securities
|
|
|
149
|
|
|
|
(61
|
)
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
(270
|
)
|
|
|
110
|
|
|
|
(160
|
)
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
214
|
|
|
|
(87
|
)
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains and losses on derivatives
|
|
|
(56
|
)
|
|
|
23
|
|
|
|
(33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
(3,058
|
)
|
|
|
1,186
|
|
|
|
(1,872
|
)
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
2,795
|
|
|
|
(1,088
|
)
|
|
|
1,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension liability adjustment
|
|
|
(263
|
)
|
|
|
98
|
|
|
|
(165
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
¥
|
(38,128
|
)
|
|
¥
|
80
|
|
|
¥
|
(38,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
¥
|
(15,091
|
)
|
|
¥
|
25
|
|
|
¥
|
(15,066
|
)
|
Unrealized gains and losses on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
(2,975
|
)
|
|
|
1,213
|
|
|
|
(1,762
|
)
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
5,015
|
|
|
|
(2,045
|
)
|
|
|
2,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains and losses on securities
|
|
|
2,040
|
|
|
|
(832
|
)
|
|
|
1,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
(47
|
)
|
|
|
30
|
|
|
|
(17
|
)
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
169
|
|
|
|
(69
|
)
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains and losses on derivatives
|
|
|
122
|
|
|
|
(39
|
)
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
(33,355
|
)
|
|
|
11,843
|
|
|
|
(21,512
|
)
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
2,222
|
|
|
|
(873
|
)
|
|
|
1,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension liability adjustment
|
|
|
(31,133
|
)
|
|
|
10,970
|
|
|
|
(20,163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
¥
|
(44,062
|
)
|
|
¥
|
10,124
|
|
|
¥
|
(33,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-34
|
|
|
|
|
|
|
|
|
|
|
|
|
2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
¥
|
49,491
|
|
|
¥
|
(121
|
)
|
|
¥
|
49,370
|
|
Unrealized gains and losses on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
7,554
|
|
|
|
(2,705
|
)
|
|
|
4,849
|
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
286
|
|
|
|
(102
|
)
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains and losses on securities
|
|
|
7,840
|
|
|
|
(2,807
|
)
|
|
|
5,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
544
|
|
|
|
(207
|
)
|
|
|
337
|
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
138
|
|
|
|
(52
|
)
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains and losses on derivatives
|
|
|
682
|
|
|
|
(259
|
)
|
|
|
423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses arising during the year
|
|
|
2,141
|
|
|
|
(803
|
)
|
|
|
1,338
|
|
Less - Reclassification adjustment for gains and losses realized in net income
|
|
|
3,260
|
|
|
|
(1,191
|
)
|
|
|
2,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension liability adjustment
|
|
|
5,401
|
|
|
|
(1,994
|
)
|
|
|
3,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
¥
|
63,414
|
|
|
¥
|
(5,181
|
)
|
|
¥
|
58,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended March 31, 2013, unrealized gains and losses resulting from the pension liability adjustments of
net actuarial loss and prior service cost were ¥1,813 million and ¥328 million, respectively . The reclassification adjustment for gains and losses realized in net income consists of amortizations of net actuarial loss and prior
service cost of ¥(7,331) million and ¥4,071 million, respectively. The income tax benefits (expenses) allocated to above were ¥(688) million, ¥(115) million, ¥2,643 million and ¥(1,452) million,
respectively.
For the year ended March 31, 2012, unrealized gains and losses resulting from the pension liability adjustments of net
actuarial loss was ¥(33,355) million. The reclassification adjustment for gains and losses realized in net income consists of amortizations of net actuarial loss and prior service cost of ¥(6,698) million and
¥4,476 million, respectively. The income tax benefits (expenses) allocated to above were ¥11,843 million, ¥2,685 million and ¥(1,812) million, respectively.
For the year ended March 31, 2011, unrealized gains and losses resulting from the pension liability adjustments of net actuarial loss and prior
service cost were ¥(2,356) million and ¥(702) million, respectively . The reclassification adjustment for gains and losses realized in net income consists of amortizations of net actuarial loss and prior service cost of
¥(6,380) million and ¥3,585 million, respectively. The income tax benefits (expenses) allocated to above were ¥924 million, ¥262 million, ¥2,542 million and ¥(1,454) million, respectively.
F-35
Changes in accumulated other comprehensive income (loss) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
¥
|
(86,046
|
)
|
|
¥
|
(124,253
|
)
|
|
¥
|
(139,125
|
)
|
Current period other comprehensive income (loss)
|
|
|
(38,207
|
)
|
|
|
(14,872
|
)
|
|
|
49,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
(124,253
|
)
|
|
¥
|
(139,125
|
)
|
|
¥
|
(89,626
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
¥
|
2,372
|
|
|
¥
|
2,466
|
|
|
¥
|
3,681
|
|
Current period other comprehensive income
|
|
|
94
|
|
|
|
1,215
|
|
|
|
4,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
2,466
|
|
|
¥
|
3,681
|
|
|
¥
|
8,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains and losses on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
¥
|
(1,157
|
)
|
|
¥
|
(1,168
|
)
|
|
¥
|
(1,153
|
)
|
Current period other comprehensive income (loss)
|
|
|
(11
|
)
|
|
|
15
|
|
|
|
292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
(1,168
|
)
|
|
¥
|
(1,153
|
)
|
|
¥
|
(861
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension liability adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
¥
|
(47,335
|
)
|
|
¥
|
(47,493
|
)
|
|
¥
|
(67,578
|
)
|
Current period other comprehensive income (loss)
|
|
|
(158
|
)
|
|
|
(20,085
|
)
|
|
|
3,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
(47,493
|
)
|
|
¥
|
(67,578
|
)
|
|
¥
|
(64,266
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
¥
|
(132,166
|
)
|
|
¥
|
(170,448
|
)
|
|
¥
|
(204,175
|
)
|
Current period other comprehensive income (loss)
|
|
|
(38,282
|
)
|
|
|
(33,727
|
)
|
|
|
58,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
(170,448
|
)
|
|
¥
|
(204,175
|
)
|
|
¥
|
(146,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15. PER SHARE DATA
Dividends per share shown in the consolidated statements of operations are computed based on dividends paid for the year.
A reconciliation of the numerator and the denominators of the basic and diluted per share computations for net income (loss) attributable to Ricoh
Company, Ltd. are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of shares
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Weighted average number of shares of common stock outstanding
|
|
|
725,555
|
|
|
|
725,483
|
|
|
|
725,063
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro Yen Zero Coupon Convertible Bonds - due December 2011
|
|
|
13,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares of common stock outstanding
|
|
|
739,294
|
|
|
|
725,483
|
|
|
|
725,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Net income (loss) attributable to Ricoh Company, Ltd.
|
|
¥
|
18,630
|
|
|
¥
|
(44,560
|
)
|
|
¥
|
32,467
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro Yen Zero Coupon Convertible Bonds - due December 2011
|
|
|
(38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) attributable to Ricoh Company, Ltd.
|
|
¥
|
18,592
|
|
|
¥
|
(44,560
|
)
|
|
¥
|
32,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Net income (loss) attributable to Ricoh Company, Ltd. per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
¥
|
25.68
|
|
|
¥
|
(61.42
|
)
|
|
¥
|
44.78
|
|
Diluted
|
|
|
25.15
|
|
|
|
(61.42
|
)
|
|
|
|
|
Diluted net income (loss) per share attributable to Ricoh Company, Ltd. for the year ended March 31, 2013 is omitted
because the Company did not have potentially dilutive common shares that were outstanding for the period.
Euro Yen Zero Coupon Convertible
Bonds was excluded as anti-dilutive for the year ended March 31, 2012 due to Ricoh incurring a net loss attributable to Ricoh Company, Ltd.
F-36
16. DERIVATIVE FINANCIAL INSTRUMENTS
Risk Management Policy
Ricoh enters into various derivative financial instrument contracts in the normal course of business in connection with the management of its assets and
liabilities.
Ricoh uses derivative instruments to reduce risk and protect market value of assets and liabilities in conformity with
Ricohs policy. Ricoh does not use derivative financial instruments for trading or speculative purposes, nor is it a party to leveraged derivatives.
All derivative instruments are exposed to credit risk arising from the inability of counterparties to meet the terms of the derivative contracts. However, Ricoh does not expect any counterparties to fail
to meet their obligations because these counterparties are financial institutions with satisfactory credit ratings. Ricoh utilizes a number of counterparties to minimize the concentration of credit risk.
Foreign Exchange Risk Management
Ricoh
conducts business on a global basis and holds assets and liabilities denominated in foreign currencies. Ricoh enters into foreign currency contracts and foreign currency options to hedge against the potentially adverse impacts of foreign currency
fluctuations on those assets and liabilities denominated in foreign currencies.
Interest Rate Risk Management
Ricoh enters into interest rate swap agreements (including interest rate and currency swap agreements) to hedge against the potential adverse impacts of
changes in fair value or cash flow fluctuations on interest of its outstanding debt.
Fair Value Hedges
Changes in the fair value of derivative instruments and the related hedged items designated and qualifying as fair value hedges are included in other
(income) expenses on the consolidated statements of operations. There is no hedging ineffectiveness nor are net gains or losses excluded from the assessment of hedge effectiveness for the years ended March 31, 2011 as the critical terms of the
interest rate swap match the terms of the hedged debt obligations. Because hedging instruments and hedging items have expired during the year ended March 31, 2011, there are no fair value hedges as of March 31, 2012 and 2013.
F-37
Cash Flow Hedges
Changes in the fair value of derivative instruments designated and qualifying as cash flow hedges are included in accumulated other comprehensive income (loss) and noncontrolling interests on the
consolidated balance sheets. These amounts are reclassified into earnings as interest on the hedged loans is paid. There is no hedging ineffectiveness nor are net gains or losses excluded from the assessment of hedge effectiveness for the years
ended March 31, 2011, 2012 and 2013 as the critical terms of the interest rate swap match the terms of the hedged debt obligations. Ricoh expects that it will reclassify into earnings through other expenses during the next 12 months
approximately ¥25 million gain of the balance of accumulated other comprehensive income (loss) as of March 31, 2013.
Undesignated Derivative Instruments
Derivative instruments not designated as hedging instruments are held to reduce the risk relating to the variability in exchange rates on assets and
liabilities denominated in foreign currencies. Changes in the fair value of these instruments are included in other (income) expenses on the consolidated statements of operations.
Contract amounts of derivative instruments at March 31, 2012 and 2013 are shown in the following tables:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Interest rate swap agreements
|
|
¥
|
339,234
|
|
|
¥
|
311,883
|
|
Foreign currency contracts
|
|
|
190,543
|
|
|
|
214,512
|
|
Foreign currency options
|
|
|
27,657
|
|
|
|
8,451
|
|
The location and fair value amounts of derivative instruments in consolidated balance sheets at March 31, 2012 and
2013 are shown in the following tables:
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Long-term
|
|
|
|
Fair value
|
|
|
Fair value
|
|
|
|
Balance sheet
Location
|
|
Millions of Yen
|
|
|
Balance sheet
Location
|
|
Millions of Yen
|
|
|
|
|
2012
|
|
|
2013
|
|
|
|
2012
|
|
|
2013
|
|
Asset derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
Deferred income
taxes and other
|
|
|
|
|
|
|
|
|
|
Lease deposits
and other
|
|
¥
|
45
|
|
|
¥
|
835
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
|
|
|
2012
|
|
|
2013
|
|
Liability derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
Accrued expenses
and other
|
|
¥
|
452
|
|
|
¥
|
217
|
|
|
Deferred income
taxes and other
|
|
¥
|
1,526
|
|
|
¥
|
1,781
|
|
F-38
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Long-term
|
|
|
|
Fair value
|
|
|
Fair value
|
|
|
|
Balance sheet
Location
|
|
Millions of Yen
|
|
|
Balance sheet
Location
|
|
Millions of Yen
|
|
|
|
|
2012
|
|
|
2013
|
|
|
|
2012
|
|
|
2013
|
|
Asset derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
Deferred income
taxes and other
|
|
|
|
|
|
|
|
|
|
Lease deposits
and other
|
|
|
|
|
|
|
|
|
Foreign currency contracts
|
|
|
¥
|
389
|
|
|
¥
|
531
|
|
|
|
¥
|
79
|
|
|
|
|
|
Foreign currency options
|
|
|
|
36
|
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
425
|
|
|
¥
|
630
|
|
|
|
|
¥
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
|
|
|
2012
|
|
|
2013
|
|
Liability derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
Accrued expenses
and other
|
|
¥
|
27
|
|
|
¥
|
3
|
|
|
Deferred income
taxes and other
|
|
¥
|
222
|
|
|
¥
|
238
|
|
Foreign currency contracts
|
|
|
|
3,112
|
|
|
|
10,114
|
|
|
|
|
3,188
|
|
|
|
10,334
|
|
Foreign currency options
|
|
|
|
1,056
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
4,195
|
|
|
¥
|
10,132
|
|
|
|
|
¥
|
3,410
|
|
|
¥
|
10,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fair value amounts of derivative instruments
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
Fair value
|
|
|
|
2012
|
|
|
2013
|
|
Total asset derivatives
|
|
¥
|
549
|
|
|
¥
|
1,465
|
|
Total liability derivatives
|
|
¥
|
9,583
|
|
|
¥
|
22,702
|
|
The location and amount of gains and losses related to derivatives reported in the consolidated statements of operations
for the years ended March 31, 2011, 2012, 2013 are shown in the following tables.
Derivatives designated as hedging instruments for the
year ended March 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
Gain (loss)
recognized in OCI
on derivative
(effective portion)
|
|
|
Gain (loss) reclassified from
accumulated OCI into income
(effective portion)
|
|
|
Gain (loss) recognized
in income on
derivative
(ineffective
portion)
|
|
|
|
Amount
|
|
|
Location
|
|
|
Amount
|
|
|
Location
|
|
|
Amount
|
|
Cash flow hedge
Interest rate swap agreements
|
|
¥
|
(270
|
)
|
|
|
Interest expense
|
|
|
¥
|
(214
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) recognized
in income on
derivative
instruments
|
|
|
Gain (loss) recognized in
income on hedged item
|
|
|
|
Location
|
|
Amount
|
|
|
Location
|
|
|
Amount
|
|
Fair value hedge
Interest rate swap agreements
|
|
Interest and
dividend income
|
|
¥
|
68
|
|
|
|
Interest expense
|
|
|
¥
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-39
Derivatives designated as hedging instruments for the year ended March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
Gain (loss)
recognized in OCI
on derivative
(effective portion)
|
|
|
Gain (loss) reclassified from
accumulated OCI into income
(effective portion)
|
|
|
Gain (loss) recognized in
income on derivative
(ineffective
portion)
|
|
|
|
Amount
|
|
|
Location
|
|
|
Amount
|
|
|
Location
|
|
|
Amount
|
|
Cash flow hedge
Interest rate swap agreements
|
|
¥
|
(47
|
)
|
|
|
Interest expense
|
|
|
¥
|
(169
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments for the year ended March 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
Gain (loss)
recognized in OCI
on derivative
(effective
portion)
|
|
|
Gain (loss) reclassified
from
accumulated OCI into income
(effective portion)
|
|
|
Gain (loss) recognized in
income on derivative
(ineffective
portion)
|
|
|
|
Amount
|
|
|
Location
|
|
|
Amount
|
|
|
Location
|
|
|
Amount
|
|
Cash flow hedge
Interest rate swap agreements
|
|
¥
|
544
|
|
|
|
Interest expense
|
|
|
¥
|
(138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location
|
|
Millions of Yen
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Interest rate swap agreements
|
|
Other, net
|
|
¥
|
67
|
|
|
¥
|
(153
|
)
|
|
¥
|
8
|
|
Foreign currency contracts
|
|
Foreign currency
exchange (gain) loss, net
|
|
|
1,446
|
|
|
|
(3,640
|
)
|
|
|
(14,085
|
)
|
Foreign currency options
|
|
Foreign currency
exchange (gain) loss,
net
|
|
|
254
|
|
|
|
(976
|
)
|
|
|
1,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
¥
|
1,767
|
|
|
¥
|
(4,769
|
)
|
|
¥
|
(12,973
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17. COMMITMENTS AND CONTINGENT LIABILITIES
As of March 31, 2013, Ricoh had outstanding contractual commitments for acquisition or construction of property, plant and
equipment and other assets aggregating ¥40,539 million.
As of March 31, 2013, there were no significant contingent liabilities.
Ricoh made rental payments totaling ¥46,718 million, ¥47,819 million and ¥47,597 million for the years ended
March 31, 2011, 2012 and 2013, respectively, under cancelable and non-cancelable operating lease agreements for office space, warehouse, machinery and equipment.
F-40
The minimum rental payments required under non-cancelable operating lease that have lease terms in excess of
one year as of March 31, 2013 are as follows:
|
|
|
|
|
Years ending March 31
|
|
Millions of Yen
|
|
2014
|
|
¥
|
24,001
|
|
2015
|
|
|
19,530
|
|
2016
|
|
|
12,926
|
|
2017
|
|
|
7,601
|
|
2018
|
|
|
4,773
|
|
2019 and thereafter
|
|
|
11,128
|
|
|
|
|
|
|
Total
|
|
¥
|
79,959
|
|
|
|
|
|
|
As of March 31, 2013, the Company and certain subsidiaries were parties of litigation involving routine matters,
such as patent rights. In the opinion of management, the ultimate liability, if any, resulting from such litigation will not materially affect the consolidated financial position or the results of operations of Ricoh.
18. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
(a) Cash and cash equivalents, Time deposits, Trade receivables, Short-term borrowings, Current maturities of long-term
indebtedness, Trade payables and Accrued expenses
The carrying amounts approximate fair values because of the short maturities of these
instruments.
(b) Investment securities
The fair value of investment securities is principally based on quoted market price. Ricoh have not estimated the fair value of non-marketable equity securities, as it is not practicable. Because there
were no quoted market prices for non-marketable equity securities and each security had different nature and characteristics, reasonable estimates of fair values could not be made without incurring excessive costs. The carrying amounts of
non-marketable equity securities were ¥1,837 million and ¥1,783 million as of March 31, 2012 and 2013, respectively.
(c) Installment loans
The fair value of
installment loans is based on the present value of future cash flows using the current interest rate for similar instruments of comparable maturity. Installment loans using inputs described above are classified as Level 2 under the fair value
measurement and disclosure framework.
(d) Long-term indebtedness
The fair value of each of the long-term indebtedness instruments is based on the present value of future cash flows associated with each instrument discounted using the current borrowing rate for similar
instruments of comparable maturity. Long-term indebtedness using inputs described above are classified as Level 2 under the fair value measurement and disclosure framework.
(e) Interest rate swap agreements
The fair value of interest rate swap agreements is
mainly estimated by obtaining quotes from brokers.
F-41
(f) Foreign currency contracts and Foreign currency options
The fair value of foreign currency contracts and foreign currency options is mainly estimated by obtaining quotes from brokers.
The estimated fair value of the financial instruments as of March 31, 2012 and 2013 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
|
|
Carrying
amount
|
|
|
Estimated
fair value
|
|
|
Carrying
amount
|
|
|
Estimated
fair value
|
|
Investment securities
|
|
¥
|
43,633
|
|
|
¥
|
43,633
|
|
|
¥
|
52,319
|
|
|
¥
|
52,319
|
|
Installment loans
|
|
|
83,361
|
|
|
|
84,441
|
|
|
|
89,657
|
|
|
|
90,655
|
|
Long-term indebtedness
|
|
|
(525,435
|
)
|
|
|
(524,056
|
)
|
|
|
(476,381
|
)
|
|
|
(475,018
|
)
|
Interest rate swap agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets
|
|
|
45
|
|
|
|
45
|
|
|
|
835
|
|
|
|
835
|
|
liabilities
|
|
|
2,227
|
|
|
|
2,227
|
|
|
|
2,239
|
|
|
|
2,239
|
|
Foreign currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets
|
|
|
468
|
|
|
|
468
|
|
|
|
531
|
|
|
|
531
|
|
liabilities
|
|
|
6,300
|
|
|
|
6,300
|
|
|
|
20,448
|
|
|
|
20,448
|
|
Foreign currency options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets
|
|
|
36
|
|
|
|
36
|
|
|
|
99
|
|
|
|
99
|
|
liabilities
|
|
|
1,056
|
|
|
|
1,056
|
|
|
|
15
|
|
|
|
15
|
|
Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and
information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect
the estimates.
19. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The three-level fair value hierarchy that prioritizes the inputs used to measure fair value is established. The three levels of inputs used to measure fair value are as follows:
|
|
|
|
|
Level 1
|
|
-
|
|
Inputs are quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2
|
|
-
|
|
Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs
other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
|
|
|
|
Level 3
|
|
-
|
|
Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
|
The following tables present the fair-value hierarchy levels of Ricohs assets and liabilities that are measured at
fair value on a recurring basis as of March 31, 2012 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic equity securities
|
|
¥
|
35,734
|
|
|
|
|
|
|
|
|
|
|
¥
|
35,734
|
|
Foreign equity securities
|
|
|
6,120
|
|
|
|
|
|
|
|
|
|
|
|
6,120
|
|
Foreign corporate bonds
|
|
|
1,779
|
|
|
|
|
|
|
|
|
|
|
|
1,779
|
|
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
|
|
|
|
¥
|
45
|
|
|
|
|
|
|
|
45
|
|
Foreign currency contracts
|
|
|
|
|
|
|
468
|
|
|
|
|
|
|
|
468
|
|
Foreign currency options
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
43,633
|
|
|
¥
|
549
|
|
|
|
|
|
|
¥
|
44,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
|
|
|
|
¥
|
2,227
|
|
|
|
|
|
|
¥
|
2,227
|
|
Foreign currency contracts
|
|
|
|
|
|
|
6,300
|
|
|
|
|
|
|
|
6,300
|
|
Foreign currency options
|
|
|
|
|
|
|
1,056
|
|
|
|
|
|
|
|
1,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
¥
|
9,583
|
|
|
|
|
|
|
¥
|
9,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2013
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic equity securities
|
|
¥
|
41,622
|
|
|
|
|
|
|
|
|
|
|
¥
|
41,622
|
|
Foreign equity securities
|
|
|
8,745
|
|
|
|
|
|
|
|
|
|
|
|
8,745
|
|
Foreign corporate bonds
|
|
|
1,952
|
|
|
|
|
|
|
|
|
|
|
|
1,952
|
|
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
|
|
|
|
¥
|
835
|
|
|
|
|
|
|
|
835
|
|
Foreign currency contracts
|
|
|
|
|
|
|
531
|
|
|
|
|
|
|
|
531
|
|
Foreign currency options
|
|
|
|
|
|
|
99
|
|
|
|
|
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
¥
|
52,319
|
|
|
¥
|
1,465
|
|
|
|
|
|
|
¥
|
53,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
|
|
|
|
¥
|
2,239
|
|
|
|
|
|
|
¥
|
2,239
|
|
Foreign currency contracts
|
|
|
|
|
|
|
20,448
|
|
|
|
|
|
|
|
20,448
|
|
Foreign currency options
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
¥
|
22,702
|
|
|
|
|
|
|
¥
|
22,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
Available-for-sale securities classified as Level 1 in the fair value hierarchy contain marketable equity securities and bonds. Marketable equity securities and bonds are valued using a market approach
based on the quoted market prices of identical instruments in active markets.
Derivative instruments
Derivative instruments consist of foreign currency contracts, currency swap agreements, foreign currency options and interest rate swap agreements
(including interest rate and currency swap agreements). These derivative instruments are classified as Level 2 in the fair value hierarchy, since they are valued using observable market data such as LIBOR-based yield curves.
Assets and liabilities measured at fair value on a non-recurring basis
During the year ended March 31, 2013, long-lived assets with a carrying amount of ¥ 2,088 million were written down to their fair value of ¥ 709 million, resulting in an
impairment charge of ¥ 1,379 million, which was included in operating expenses in the consolidated statements of operations. Ricoh determined the fair value based on a combination of repurchase cost approach and market approach using
unobservable inputs such as residual value ratio and classified the long-lived assets as Level 3.
F-43
During the year ended March 31, 2012, goodwill with a carrying amount of ¥27,491 million were
written down to their fair value of ¥0 million, resulting in an impairment charge of ¥27,491 million, which was included in operating expenses in the consolidated statements of operations. Ricoh determined the fair value based on a
combination of cost approach and market approach using unobservable inputs, such as estimated realization or liquidity level and discount rate, which considered prices and other relevant information generated by market transactions involving
comparable assets and liabilities, and therefore this measurement is classified as Level 3.
During the year ended March 31, 2012,
long-lived assets held and used with a carrying amount of ¥10,070 million were written down to their fair value of ¥0 million, resulting in an impairment charge of ¥10,070 million, which was included in cost of sales of
¥551 million and operating expenses of ¥9,519 million in the consolidated statements of operations. Ricoh determined the fair value by discounted cash flow method based upon the most recent business plan. These measurements are
classified as Level 3 because significant unobservable inputs, such as projections of future cash flows, were considered in the fair value measurements
20. CREDIT QUALITY OF FINANCING RECEIVABLES AND THE ALLOWANCE FOR DOUBTFUL RECEIVABLES
(a) Financing receivables and Allowance for doubtful receivables
The financial subsidiaries of the Company have financing receivables and Ricoh classifies them into three categories; lease receivables, installment loans and installment
receivables and other. These receivables consist of a large number of
smaller-balance
homogenous loans, lease receivables and installment receivables. Financing receivables classified as lease
receivables and installment receivables and other are resulting from sale and lease transactions of mainly office equipment. Financing receivables classified as installment loans are resulting from financial services.
Ricoh continuously monitors overdue financing receivables, which Ricoh considers as uncollectible risk receivables. For financing receivables
with specific customer collection issues, Ricoh individually evaluates their collectability in order to determine the amount of allowance for doubtful receivables. For other financing receivables, Ricoh categorizes these receivables into groups by
their nature and characteristics. Ricoh collectively evaluates the collectability by each group, using its historical experience of write-off and determines the amount of allowance for doubtful receivables.
Financing receivables and allowance for doubtful receivables as of March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2012
|
|
|
|
Lease
receivables
|
|
|
Installment
loans
|
|
|
Installment
receivables
and
other
|
|
|
Total
|
|
Allowance for doubtful receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
¥
|
10,527
|
|
|
¥
|
1,772
|
|
|
¥
|
2,485
|
|
|
¥
|
14,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
|
|
(1,288
|
)
|
|
|
(31
|
)
|
|
|
(78
|
)
|
|
|
(1,397
|
)
|
Recoveries
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
Provision
|
|
|
(655
|
)
|
|
|
6
|
|
|
|
195
|
|
|
|
(454
|
)
|
Translation adjustments
|
|
|
(105
|
)
|
|
|
|
|
|
|
(7
|
)
|
|
|
(112
|
)
|
Ending balance
|
|
¥
|
8,472
|
|
|
¥
|
1,747
|
|
|
¥
|
2,595
|
|
|
¥
|
12,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated
|
|
|
2,069
|
|
|
|
662
|
|
|
|
2,061
|
|
|
|
4,792
|
|
Collectively evaluated
|
|
|
6,403
|
|
|
|
1,085
|
|
|
|
534
|
|
|
|
8,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated
|
|
¥
|
64,622
|
|
|
¥
|
927
|
|
|
¥
|
5,258
|
|
|
¥
|
70,807
|
|
Collectively evaluated
|
|
|
548,209
|
|
|
|
84,181
|
|
|
|
42,194
|
|
|
|
674,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: Financing receivables
|
|
¥
|
612,831
|
|
|
¥
|
85,108
|
|
|
¥
|
47,452
|
|
|
¥
|
745,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2013
|
|
|
|
Lease
receivables
|
|
|
Installment
loans
|
|
|
Installment
receivables
and
other
|
|
|
Total
|
|
Allowance for doubtful receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
¥
|
8,472
|
|
|
¥
|
1,747
|
|
|
¥
|
2,595
|
|
|
¥
|
12,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
|
|
(1,825
|
)
|
|
|
(61
|
)
|
|
|
(569
|
)
|
|
|
(2,455
|
)
|
Recoveries
|
|
|
(51
|
)
|
|
|
|
|
|
|
|
|
|
|
(51
|
)
|
Provision
|
|
|
1,794
|
|
|
|
(164
|
)
|
|
|
(761
|
)
|
|
|
869
|
|
Translation adjustments
|
|
|
337
|
|
|
|
|
|
|
|
|
|
|
|
337
|
|
Ending balance
|
|
¥
|
8,727
|
|
|
¥
|
1,522
|
|
|
¥
|
1,265
|
|
|
¥
|
11,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated
|
|
|
2,247
|
|
|
|
457
|
|
|
|
669
|
|
|
|
3,373
|
|
Collectively evaluated
|
|
|
6,480
|
|
|
|
1,065
|
|
|
|
596
|
|
|
|
8,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated
|
|
¥
|
48,352
|
|
|
¥
|
592
|
|
|
¥
|
3,879
|
|
|
¥
|
52,823
|
|
Collectively evaluated
|
|
|
573,215
|
|
|
|
90,587
|
|
|
|
52,737
|
|
|
|
716,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: Financing receivables
|
|
¥
|
621,567
|
|
|
¥
|
91,179
|
|
|
¥
|
56,616
|
|
|
¥
|
769,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Age analysis
Ricoh ascribes the fact of past due to credit quality indicators and classifies financing receivables into Overdue and Current.
Analysis of the age of the recorded financing receivables as of March 31, 2012 and 2013 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2012
|
|
|
|
Lease
receivables
|
|
|
Installment
loans
|
|
|
Installment
receivables
and
other
|
|
|
Total
|
|
Current
|
|
¥
|
608,336
|
|
|
¥
|
84,274
|
|
|
¥
|
45,049
|
|
|
¥
|
737,659
|
|
Overdue
|
|
|
4,495
|
|
|
|
834
|
|
|
|
2,403
|
|
|
|
7,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: Financing receivables
|
|
¥
|
612,831
|
|
|
¥
|
85,108
|
|
|
¥
|
47,452
|
|
|
¥
|
745,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
March 31, 2013
|
|
|
|
Lease
receivables
|
|
|
Installment
loans
|
|
|
Installment
receivables
and
other
|
|
|
Total
|
|
Current
|
|
¥
|
616,658
|
|
|
¥
|
90,606
|
|
|
¥
|
54,649
|
|
|
¥
|
761,913
|
|
Overdue
|
|
|
4,909
|
|
|
|
573
|
|
|
|
1,967
|
|
|
|
7,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: Financing receivables
|
|
¥
|
621,567
|
|
|
¥
|
91,179
|
|
|
¥
|
56,616
|
|
|
¥
|
769,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21. RESTRUCTURING CHARGES
Ricoh initiated restructuring activities in order to enhance competitiveness and improve profitability.
For the year ended March 31, 2012, Ricoh recognized restructuring charges of ¥34,102 million in total, consisting of ¥26,533 million
recorded by the Company and its domestic subsidiaries, and ¥7,569 million by the overseas subsidiaries. Restructuring charges mainly consist of severance-related expenses which are included in cost of sales of ¥3,933 million and
operating expenses of ¥30,169 million in the consolidated statements of operations.
F-45
For the year ended March 31, 2013, Ricoh recognized restructuring charges of ¥16,626 million
in total, consisting of ¥8,641 million recorded by the Company and its domestic subsidiaries, and ¥7,985 million by the overseas subsidiaries. Restructuring charges mainly consist of severance-related expenses which are included in
cost of sales of ¥3,573 million and operating expenses of ¥13,053 million in the consolidated statements of operations.
The
changes of the accrued restructuring charges for the years ended March 31, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Beginning balance
|
|
¥
|
885
|
|
|
¥
|
3,402
|
|
Restructuring charges
|
|
|
34,102
|
|
|
|
16,626
|
|
Cash payments
|
|
|
(31,585
|
)
|
|
|
(18,193
|
)
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
3,402
|
|
|
¥
|
1,835
|
|
|
|
|
|
|
|
|
|
|
The following table represents significant restructuring activities for the years ended March 31, 2012 and 2013:
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2012
|
|
|
2013
|
|
Imaging & Solutions
|
|
¥
|
29,737
|
|
|
¥
|
13,440
|
|
Industrial Products
|
|
|
1,426
|
|
|
|
197
|
|
Other
|
|
|
357
|
|
|
|
2,003
|
|
Corporate
|
|
|
2,582
|
|
|
|
986
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
34,102
|
|
|
¥
|
16,626
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
For the year ended March 31, 2012, Imaging & Solutions segment continued its restructuring activities, consisting mainly of voluntary early retirement in Japan and human resource
optimization associated with IT system unification overseas.
For the year ended March 31, 2013, Imaging & Solutions segment
continued its restructuring activities, consisting mainly of human resource optimization in Japan and consolidation of overseas bases.
Industrial Products, Other and Corporate
For
the year ended March 31, 2012, Industrial Products segment, Other segment and Corporate activities continued its restructuring activities, mainly consisting of voluntary early retirement.
For the year ended March 31, 2013, Industrial Products segment, Other segment and Corporate activities continued its restructuring activities,
mainly consisting of human resource optimization in Japan and reallocation of domestic bases.
22. SEGMENT INFORMATION
Ricohs operating segments are comprised of Imaging & Solutions, including copiers and related supplies, communications
and information systems, Industrial Products, including thermal media and semiconductors, and Other, including digital cameras.
F-46
Segment profit (loss) is determined by subtracting cost of sales and selling, general and administrative
expenses from sales, and is used by Ricohs chief operating decision maker in deciding how to allocate resources and in assessing performance. Segment profit (loss) excludes certain corporate expenses, such as costs related to human resources,
legal relations, investor relations, public relations, corporate planning and environmental activities.
The following tables present certain
information regarding Ricohs operating segments and geographic areas for the years ended March 31, 2011, 2012 and 2013. Intersegment sales are made at arms-length prices. No single customer accounted for 10% or more of the total
revenues for the years ended as of March 31, 2011, 2012 and 2013.
(a) Operating Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Segment sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
1,712,630
|
|
|
¥
|
1,671,100
|
|
|
¥
|
1,685,391
|
|
Industrial Products
|
|
|
112,445
|
|
|
|
102,783
|
|
|
|
97,408
|
|
Other
|
|
|
121,674
|
|
|
|
134,325
|
|
|
|
146,012
|
|
Intersegment sales
|
|
|
(5,413
|
)
|
|
|
(4,731
|
)
|
|
|
(4,314
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment sales
|
|
¥
|
1,941,336
|
|
|
¥
|
1,903,477
|
|
|
¥
|
1,924,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
132,286
|
|
|
¥
|
54,968
|
|
|
¥
|
137,956
|
|
Industrial Products
|
|
|
998
|
|
|
|
(1,665
|
)
|
|
|
(854
|
)
|
Other
|
|
|
(4,903
|
)
|
|
|
(4,758
|
)
|
|
|
(5,270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment profit
|
|
¥
|
128,381
|
|
|
¥
|
48,545
|
|
|
¥
|
131,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses and elimination
|
|
¥
|
(70,310
|
)
|
|
¥
|
(66,613
|
)
|
|
¥
|
(68,398
|
)
|
Interest and dividend income
|
|
|
2,985
|
|
|
|
3,129
|
|
|
|
3,048
|
|
Interest expense
|
|
|
(8,528
|
)
|
|
|
(6,979
|
)
|
|
|
(7,377
|
)
|
Foreign currency exchange loss, net
|
|
|
(5,956
|
)
|
|
|
(4,355
|
)
|
|
|
(121
|
)
|
Losses on impairment of securities
|
|
|
(1,844
|
)
|
|
|
(5,012
|
)
|
|
|
(332
|
)
|
Other, net
|
|
|
(559
|
)
|
|
|
(652
|
)
|
|
|
(479
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and equity in earnings of affiliates
|
|
¥
|
44,169
|
|
|
¥
|
(31,937
|
)
|
|
¥
|
58,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales represent sales of Industrial Products segment to Imaging & Solutions segment.
F-47
Certain products were reclassified into Imaging & Solutions and Industrial Products from Other in
this fiscal year. The reclassification was made to the prior years figures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
1,770,074
|
|
|
¥
|
1,773,196
|
|
|
¥
|
1,878,221
|
|
Industrial Products
|
|
|
73,894
|
|
|
|
79,945
|
|
|
|
68,228
|
|
Other
|
|
|
80,527
|
|
|
|
108,701
|
|
|
|
121,232
|
|
Elimination
|
|
|
(1,664
|
)
|
|
|
(1,724
|
)
|
|
|
(1,789
|
)
|
Corporate assets
|
|
|
332,733
|
|
|
|
329,240
|
|
|
|
294,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
¥
|
2,255,564
|
|
|
¥
|
2,289,358
|
|
|
¥
|
2,360,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
59,282
|
|
|
¥
|
66,110
|
|
|
¥
|
75,257
|
|
Industrial Products
|
|
|
3,235
|
|
|
|
3,095
|
|
|
|
5,386
|
|
Other
|
|
|
2,487
|
|
|
|
2,730
|
|
|
|
4,455
|
|
Corporate assets
|
|
|
1,871
|
|
|
|
1,336
|
|
|
|
1,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
¥
|
66,875
|
|
|
¥
|
73,271
|
|
|
¥
|
86,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for intangible fixed assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
10,670
|
|
|
¥
|
8,916
|
|
|
¥
|
7,988
|
|
Industrial Products
|
|
|
434
|
|
|
|
157
|
|
|
|
215
|
|
Other
|
|
|
1,672
|
|
|
|
1,401
|
|
|
|
1,659
|
|
Corporate assets
|
|
|
6,031
|
|
|
|
4,030
|
|
|
|
2,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
¥
|
18,807
|
|
|
¥
|
14,504
|
|
|
¥
|
12,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
59,261
|
|
|
¥
|
58,034
|
|
|
¥
|
54,571
|
|
Industrial Products
|
|
|
4,190
|
|
|
|
3,132
|
|
|
|
2,746
|
|
Other
|
|
|
2,044
|
|
|
|
2,620
|
|
|
|
2,566
|
|
Corporate assets
|
|
|
1,736
|
|
|
|
1,198
|
|
|
|
588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
¥
|
67,231
|
|
|
¥
|
64,984
|
|
|
¥
|
60,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible fixed assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
19,320
|
|
|
¥
|
18,594
|
|
|
¥
|
18,598
|
|
Industrial Products
|
|
|
625
|
|
|
|
705
|
|
|
|
700
|
|
Other
|
|
|
1,226
|
|
|
|
1,188
|
|
|
|
1,663
|
|
Corporate assets
|
|
|
5,275
|
|
|
|
5,666
|
|
|
|
4,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
¥
|
26,446
|
|
|
¥
|
26,153
|
|
|
¥
|
25,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets of each segment are defined as total assets, excluding the corporate assets consisting primarily of cash and cash
equivalents and securities maintained for general corporate purposes, deferred income tax assets.
The following tables present certain
information regarding Ricohs impairment loss on long-lived assets and goodwill recorded in each segment asset for the years ended March 31, 2011, 2012 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Impairment loss on long-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
¥
|
359
|
|
|
¥
|
9,519
|
|
|
¥
|
1,379
|
|
Industrial Products
|
|
|
56
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
427
|
|
|
|
551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
842
|
|
|
¥
|
10,070
|
|
|
¥
|
1,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment loss on goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
Imaging & Solutions
|
|
|
|
|
|
¥
|
27,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
¥
|
27,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
(b) Net Sales by Product Category
Information for net sales by product category is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Imaging & Solutions:
|
|
¥
|
1,712,630
|
|
|
¥
|
1,671,100
|
|
|
¥
|
1,685,391
|
|
Office Imaging
|
|
|
1,381,175
|
|
|
|
1,323,263
|
|
|
|
1,329,608
|
|
Production Printing
|
|
|
150,044
|
|
|
|
148,564
|
|
|
|
147,040
|
|
Network System Solutions
|
|
|
181,411
|
|
|
|
199,273
|
|
|
|
208,743
|
|
Industrial Products
|
|
|
107,032
|
|
|
|
98,052
|
|
|
|
93,094
|
|
Other
|
|
|
121,674
|
|
|
|
134,325
|
|
|
|
146,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
¥
|
1,941,336
|
|
|
¥
|
1,903,477
|
|
|
¥
|
1,924,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each category includes the following product line:
Office Imaging: MFPs (multifunctional printers), copiers, laser printers, digital duplicators, facsimile, scanners, related parts & supplies, services, support and software
Production Printing: Cut sheet printer, continuous feed printer, related parts & supplies, services, support and software
Network System Solutions: Personal computers, servers, network equipment, related services, support and software
Industrial Products: Thermal media, optical equipment, semiconductor devices, electronic components and measuring equipment
Other: Digital cameras
The Product Categories
in Imaging & Solutions were reclassified into Office Imaging, Production Printing and Network System Solutions in this fiscal year 2013 from the previous product categories of Imaging Solutions and Network System Solutions as previous
category. In addition, certain products were reclassified into the Network System Solutions product category in Imaging & Solutions and Industrial Products from Other in this fiscal year 2013. Figures for the prior fiscal years set forth in
the above table have been reclassified to reflect such changes.
(c) Geographic Information
Net sales based on the location of customers and long-lived assets consisting of property, plant and equipment as of and for the years ended
March 31, 2011, 2012 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan
|
|
¥
|
875,819
|
|
|
¥
|
886,425
|
|
|
¥
|
870,397
|
|
The Americas
|
|
|
520,000
|
|
|
|
468,728
|
|
|
|
496,605
|
|
Europe, Middle East and Africa
|
|
|
428,519
|
|
|
|
421,373
|
|
|
|
421,740
|
|
Other
|
|
|
116,998
|
|
|
|
126,951
|
|
|
|
135,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
¥
|
1,941,336
|
|
|
¥
|
1,903,477
|
|
|
¥
|
1,924,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The United States
(included in The Americas)
|
|
¥
|
445,433
|
|
|
¥
|
396,876
|
|
|
¥
|
414,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan
|
|
¥
|
201,841
|
|
|
¥
|
199,663
|
|
|
¥
|
206,968
|
|
The Americas
|
|
|
24,823
|
|
|
|
27,527
|
|
|
|
33,402
|
|
Europe, Middle East and Africa
|
|
|
19,401
|
|
|
|
21,527
|
|
|
|
26,293
|
|
Other
|
|
|
18,753
|
|
|
|
19,810
|
|
|
|
24,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
¥
|
264,818
|
|
|
¥
|
268,527
|
|
|
¥
|
290,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The United States
(included in The Americas)
|
|
|
20,086
|
|
|
|
23,210
|
|
|
|
27,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Middle East and Africa were reclassified from the Other geographic area into the Europe geographic area in this
fiscal year 2013. Figures for the prior fiscal years set forth in the above table have been reclassified to reflect such changes.
F-49
Apart from Japan and the United States, net sales and long-lived assets in any individual country are less
than 10% of consolidated net sales and consolidated tangible long-lived assets.
Uncertainty surrounding the sovereign debt of several
European countries has negatively affected consumer spending trends in Europe and in the global economy generally and may continue to have an adverse impact on economic conditions, including in Japan. Economic downturns have been, and may continue
to be, characterized by diminished product and service demand.
23. SUPPLEMENTARY INFORMATION TO THE STATEMENTS OF OPERATIONS
The following amounts are charged to selling, general and administrative expenses for the years ended March 31, 2011, 2012 and
2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Research and development costs
|
|
¥
|
110,553
|
|
|
¥
|
119,027
|
|
|
¥
|
112,006
|
|
Advertising costs
|
|
|
10,858
|
|
|
|
10,875
|
|
|
|
11,393
|
|
Shipping and handling costs
|
|
|
19,935
|
|
|
|
22,830
|
|
|
|
23,672
|
|
24. EFFECT OF THE GREAT EAST JAPAN EARTHQUAKE AND FLOODS IN THAILAND
As a result of the Great East Japan Earthquake on March 11, 2011, Ricoh recorded costs and expenses of ¥ 4,978 million in
total for the year ended March 31, 2011, consisting of the followings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen
|
|
|
|
2011
|
|
|
|
Cost of sales
|
|
|
Selling, general and
administrative
expenses
|
|
|
Total costs and
expenses
|
|
Bad debt expense for trade receivables and finance receivables
|
|
|
|
|
|
¥
|
3,434
|
|
|
¥
|
3,434
|
|
Losses due to write-downs of damaged inventories and property, plant and equipment
|
|
¥
|
1,005
|
|
|
|
167
|
|
|
|
1,172
|
|
Other
|
|
|
12
|
|
|
|
360
|
|
|
|
372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
¥
|
1,017
|
|
|
¥
|
3,961
|
|
|
¥
|
4,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
The following is breakdown of these costs and expenses by operating segments and corporate.
|
|
|
|
|
|
|
Millions of Yen
|
|
|
|
2011
|
|
Imaging & Solutions
|
|
¥
|
4,516
|
|
Industrial Products
|
|
|
80
|
|
Other
|
|
|
139
|
|
Corporate
|
|
|
243
|
|
|
|
|
|
|
Ending balance
|
|
¥
|
4,978
|
|
|
|
|
|
|
In addition to above, Ricoh experienced idle production facilities or production levels below a normal capacity. In
periods of abnormally low production, unallocated overhead costs were expensed in the period in which they were incurred. Ricoh recognized unallocated overhead costs of ¥1,057 million as cost of sales for the year ended March 31, 2011.
The costs in Imaging & Solutions and Industrial products operating segment were ¥1,005 million and ¥52 million, respectively.
The effect of the Great East Japan Earthquake for the year ended March 31, 2012 and 2013 are mainly for loss of business opportunity and cost increase of air freight for urgent delivery. Direct
effect to assets and production activity for the year ended March 31, 2012 and 2013 were immaterial.
Floods in Thailand in summer of
2011 also affected but the direct effect to Ricohs production activity for the year ended March 31, 2012 and 2013 were immaterial.
F-51
Ricoh Company, Ltd. and Consolidated Subsidiaries
Schedule II. Valuation and Qualifying Accounts and Reserves
For the Three Years Ended March 31, 2011, 2012 and 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of Yen)
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Balance at
beginning
of period
|
|
|
Charged to
costs and
expenses
|
|
|
Charged
to other
accounts
|
|
|
Deductions
(
2
)(
3
)
|
|
|
Translation
adjustments
|
|
|
Balance at
end of
period
|
|
For the year ended March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
¥
|
16,908
|
|
|
¥
|
3,111
|
|
|
|
|
|
|
¥
|
(2,472
|
)
|
|
¥
|
(783
|
)
|
|
¥
|
16,764
|
|
Finance receivables
|
|
|
11,919
|
|
|
|
3,132
|
|
|
|
|
|
|
|
(2,596
|
)
|
|
|
(156
|
)
|
|
|
12,299
|
|
Deferred tax assets valuation allowance
|
|
|
30,192
|
|
|
|
11,164
|
|
|
|
|
|
|
|
(1,185
|
)
|
|
|
(3,037
|
)
|
|
|
37,134
|
|
For the year ended March 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
¥
|
16,764
|
|
|
¥
|
1,528
|
|
|
|
|
|
|
¥
|
(1,485
|
)
|
|
¥
|
(427
|
)
|
|
¥
|
16,380
|
|
Finance receivables
|
|
|
12,299
|
|
|
|
(656
|
)
|
|
|
|
|
|
|
(1,319
|
)
|
|
|
(105
|
)
|
|
|
10,219
|
|
Deferred tax assets valuation allowance
|
|
|
37,134
|
|
|
|
11,860
|
|
|
|
|
|
|
|
(6,300
|
)
|
|
|
(141
|
)
|
|
|
42,553
|
|
For the year ended March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
¥
|
16,380
|
|
|
¥
|
1,668
|
|
|
|
|
|
|
¥
|
(3,465
|
)
|
|
¥
|
841
|
|
|
¥
|
15,424
|
|
Finance receivables
|
|
|
10,219
|
|
|
|
1,579
|
|
|
|
|
|
|
|
(1,886
|
)
|
|
|
337
|
|
|
|
10,249
|
|
Deferred tax assets valuation allowance
|
|
|
42,553
|
|
|
|
4,621
|
|
|
|
2,890
|
|
|
|
(994
|
)
|
|
|
7,011
|
|
|
|
56,081
|
|
Notes:
(1)
|
See Note 2(g) to Consolidated Financial Statements.
|
(2)
|
Receivables - Write-offs
|
(3)
|
Deferred tax - Realization of tax benefits, removal of deferred tax assets that had valuation allowances
|
F-52