Form 6-K
Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6 - K

 

 

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

For the month of June 2009

Commission File Number: 1-07294

 

 

KUBOTA CORPORATION

(Translation of registrant’s name into English)

 

 

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

(Address of principal executive offices)

 

 

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

Form 20-F      X            Form 40-F              

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

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

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

Yes                      No      X    

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

 

 

 


Table of Contents

Information furnished on this form:

EXHIBITS

Exhibit Number

 

1.   Convocation Notice for the 119th Ordinary General Meeting of Shareholders (Wednesday, June 3, 2009)


Table of Contents

(Translation)

 

To: Shareholders    June 3, 2009

CONVOCATION NOTICE FOR

THE 119th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Sirs:

Notice is hereby given that the 119th Ordinary General Meeting of Shareholders of Kubota Corporation will be held as described hereunder. Your attendance is respectfully requested.

 

Date and Time:    10:00 a.m. on Friday, June 19, 2009
Place:   

Convention Hall of Kubota Corporation

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

Matters for which the meeting is held:

Matters to be reported:

 

  1. Business report for the 119th period, the consolidated financial statements and the non-consolidated financial statements for the 119th period (from April 1, 2008 to March 31, 2009)

 

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

Matters requiring resolutions:

1st Subject for Discussion:

Matters concerning partial amendments to the Articles of Incorporation

2nd Subject for Discussion:

Matters concerning election of 8 Directors

3rd Subject for Discussion:

Matters concerning election of 2 Corporate Auditors

4th Subject for Discussion:

Matters concerning bonus payments for Directors

5th Subject for Discussion:

Matters concerning revision of the remuneration plan for Directors

6th Subject for Discussion:

Matters concerning revision of the remuneration plan for Corporate Auditors

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

When you attend the meeting, please present the enclosed form of the voting exercise card at the reception desk of the meeting.

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

 

Yours very truly,

/s/    Yasuo Masumoto

Yasuo Masumoto

Representative Director, President & CEO

KUBOTA CORPORATION

2-47, Shikitsuhigashi 1-chome,

Naniwa-ku Osaka, 556-8601 JAPAN

 

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REFERENTIAL MATERIALS FOR EXERCISE OF VOTING RIGHTS

1. Subjects for discussion and referential materials

1st Subject for discussion:

Matters concerning partial amendments to the Articles of Incorporation

1. Reasons for amendments

 

  (1) In response to the computerization of stock certificate implemented from January 5, 2009 in Japan, the Company will make amendments including deletions of provisions related to real face of stock certificate. Additionally, the Company will add Supplementary Provisions in the Articles of Incorporation to settle transitional measure related to this amendment.

 

  (2) The Company will establish a provision of Executive Officers in response to introduction of the Executive Officer System and make amendment provisions, including reducing number of Directors, related to reforming management systems.

 

  (3) The Company will also make other necessary amendments.

2. Details of amendments

The details of the amendments are shown in the attached documents. Details of the amendments mentioned above are as follows:

 

   (Underlining indicates portions changed.)

Current Articles

   Proposed amendments to the Articles
CHAPTER I. GENERAL PROVISIONS    CHAPTER I. GENERAL PROVISIONS
Article 1. (Trade Name)    Article 1. (Trade Name)
The name of the Company shall be “Kabushiki Kaisha Kubota” and in English, “KUBOTA CORPORATION”.    The name of the Company shall be “Kabushiki Kaisha Kubota” and in English, “KUBOTA CORPORATION”.
Article 2. (Object)    Article 2. (Object)

The object of the Company shall be to engage in the following business:

 

(Item 1. ~ Item 24. are same as current Articles.)

  

The object of the Company shall be to engage in the following business:

 

(Item 1. ~ Item 24. are same as current Articles.)

Article 3. (Location of Head Office)    Article 3. (Location of Head Office)

The head office of the Company shall be located in Osaka City.

  

The head office of the Company shall be located in Osaka City.

Article 4. (Offices, board and auditor)    Article 4. (Offices, board and auditor)
In addition to shareholders’ meeting and directors, there shall be following offices, board and auditor for the Company:    In addition to shareholders’ meeting and directors, there shall be following offices, board and auditor for the Company:
1. Board of Directors;    1. Board of Directors;
2. Corporate Auditors;    2. Corporate Auditors;
3. Board of Corporate Auditors; and    3. Board of Corporate Auditors; and
4. Auditing Firm [kaikei-kansaninn, in the Japanese language].    4. Auditing Firm [kaikei-kansaninn, in the Japanese language].
Article 5. (Method of public notice)    Article 5. (Method of public notice)
Public notice of the Company shall be given by electronic means; provided, however, that if notice cannot be conveyed through electronic means due to accidents or any other causes beyond the reasonable control of the Company, notice may be given in “The Nihon Keizai Shimbun”.    Public notice of the Company shall be given by electronic means; provided, however, that if notice cannot be conveyed through electronic means due to accidents or any other causes beyond the reasonable control of the Company, notice may be given in “The Nihon Keizai Shimbun”.
CHAPTER II. SHARES    CHAPTER II. SHARES
Article 6. (Total Number of Shares authorized to be issued)    Article 6. (Total Number of Shares authorized to be issued)
The total number of shares authorized to be issued by the Company shall be One Billion Eight Hundred Seventy Four Million Seven Hundred Thousand (1,874,700,000) shares.    The total number of shares authorized to be issued by the Company shall be One Billion Eight Hundred Seventy Four Million Seven Hundred Thousand (1,874,700,000) shares.

 

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Article 7. (Issue of share certificates)    (Deletion)
The Company shall issue share certificates representing the shares of the Company.   
Article 8. (Acquisition of treasury stock)    Article 7. (Acquisition of treasury stock)
The Company may acquire treasury stock under Article 165, clause 2 of the Corporate Law of Japan by a resolution of a meeting of the Board of Directors.    The Company may acquire treasury stock under Article 165, clause 2 of the Corporate Law of Japan by a resolution of a meeting of the Board of Directors.
Article 9. (Number of Shares Constituting One Share Unit and Non-issuance of Less Than One Share Unit Certificate)    Article 8. (Number of Shares Constituting One Share Unit)
1) The number of shares constituting one share unit [tangen, in the Japanese language] of the Company shall be One Thousand (1,000) shares.    The number of shares constituting one share unit [tangen, in the Japanese language] of the Company shall be One Thousand (1,000) shares.
2) Notwithstanding the provisions of Article 7 hereof, the Company shall not issue certificates for shares less than one share unit (hereinafter, “less than one share unit shares”) unless otherwise specified in the Share Handling Regulations.    (Deletion)
Article 10. (Right to Less Than One Share Unit Shares)    Article 9. (Right to Less Than One Share Unit Shares)

A shareholder of the Company (hereinafter any reference to shareholders shall include a beneficial shareholder) may not exercise any right in relation to his or her less than one share unit shares other than the rights stipulated in each of the following items:

 

1) the rights set out in each item of Article 189, clause 2 of the Corporate Law;

 

2) the rights set out in the provisions of Article 166, clause 1 of the Corporate Law;

 

3) the rights to accept allotment of shares and share purchase warrants in proportion to the amount of shares held by the shareholders; and

 

4) the right to make a request stipulated in the following Article.

  

A shareholder of the Company may not exercise any right in relation to his or her less than one share unit shares other than the rights stipulated in each of the following items:

 

 

1) The rights set out in each item of Article 189, clause 2 of the Corporate Law;

 

 

2) The rights set out in the provisions of Article 166, clause 1 of the Corporate Law;

 

3) The rights to accept allotment of shares and share purchase warrants in proportion to the amount of shares held by the shareholders; and

 

4) The right to make a request stipulated in the following Article.

Article 11. (Make-up Purchase of Less Than One Share Unit Shares)    Article 10. (Make-up Purchase of Less Than One Share Unit Shares)
Any shareholder who has less than one share unit [tangen, in Japanese language] shares of the Company is entitled to request the Company to sell to the shareholder such an amount of shares which would make the total of the shares sold and the less than one share unit [tangen, in Japanese language] shares owned by the shareholder an integral one share unit [tangen, in Japanese language] shares of the Company, in accordance with the Share Handling Regulations.    Any shareholder who has less than one share unit [tangen, in Japanese language] shares of the Company is entitled to request the Company to sell to the shareholder such an amount of shares which would make the total of the shares sold and the less than one share unit [tangen, in Japanese language] shares owned by the shareholder an integral one share unit [tangen, in Japanese language] shares of the Company, in accordance with the Share Handling Regulations.
Article 12. (Shareholder Register Agent)    Article 11. (Shareholder register agent)
1) The Company shall appoint a shareholder register agent of the Company.    1) The Company shall appoint a shareholder register agent of the Company.
2) The shareholder register agent and its handling office shall be determined by a resolution of the Board of Directors.    2) The shareholder register agent and its handling office shall be determined by a resolution of the Board of Directors.
3) The shareholder register agent is entrusted to make, revise, maintain the register of shareholders (including the register of beneficial shareholders, the same being applicable hereinafter), the register of share purchase warrant and the register of lost share certificates, and to handle any other matters relating to such documents, and the Company itself shall not handle any such business.    3) The shareholder register agent is entrusted to make, revise, maintain the register of shareholders and the register of share purchase warrant, and to handle any other matters relating to such documents, and the Company itself shall not handle any such business.

 

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Article 13. (Share Handling Regulations)    Article 12. (Share Handling Regulations)
In addition to those provided in applicable laws and ordinances and these Articles of Incorporation, handling of shares of the Company and relevant fees shall be governed in accordance with the Share Handling Regulations adopted by the Board of Directors.    In addition to those provided in applicable laws and ordinances and these Articles of Incorporation, handling of shares of the Company and relevant fees shall be governed in accordance with the Share Handling Regulations adopted by the Board of Directors.

CHAPTER III. GENERAL MEETINGS OF

SHAREHOLDERS

  

CHAPTER III. GENERAL MEETINGS OF

SHAREHOLDERS

Article 14. (Convocation of General Meeting of Shareholders)    Article 13. (Convocation of General Meeting of Shareholders)
1) An ordinary general meeting of shareholders shall be convened within three months from April 1 each year and an extraordinary general meeting of shareholders shall be convened whenever necessary.    An ordinary general meeting of shareholders shall be convened in June each year and an extraordinary general meeting of shareholders shall be convened whenever necessary.
2) Unless otherwise provided by law or ordinance, a general meeting of shareholders shall be convened by the President-Director pursuant to a resolution of the Board of Directors. In case the President-Director is unable to act, one of the other Representative Directors, in the order of priority predetermined by resolution of the Board of Directors, shall convene such a meeting.    (Deletion)
Article 15. (Record date for ordinary general meeting of shareholders)    Article 14. (Record date for ordinary general meeting of shareholders)
The record date with respect to voting rights at an ordinary general meeting of shareholders shall be March 31 of each applicable year.    The record date with respect to voting rights at an ordinary general meeting of shareholders shall be March 31 of each applicable year.
Article 16. (Chairman of General Meeting of Shareholders)    Article 15. (Chairman of General Meeting of Shareholders)
The President-Director shall act as chairman of a general meeting of shareholders and in case the President-Director is unable to act, one of the other Directors, in the order of priority predetermined by resolution of the Board of Directors, shall act in his place.    The President-Director shall act as chairman of a general meeting of shareholders and in case the President-Director is unable to act, one of the other Directors, in the order of priority predetermined by resolution of the Board of Directors, shall act in his place.
Article 17. (Disclosure via Internet and deemed furnishing of reference materials, etc. for general meeting of shareholders)    Article 16. (Disclosure via Internet and deemed furnishing of reference materials, etc. for general meeting of shareholders)
In convening a general meeting of shareholders, if the Company discloses information to be stated or indicated in reference materials, business reports, financial statements and consolidated financial statements for the general meeting of shareholders through the Internet in compliance with the Ministry of Justice Ordinance, the Company shall be deemed to have furnished such documents to the shareholders.    In convening a general meeting of shareholders, if the Company discloses information to be stated or indicated in reference materials, business reports, financial statements and consolidated financial statements for the general meeting of shareholders through the Internet in compliance with the Ministry of Justice Ordinance, the Company shall be deemed to have furnished such documents to the shareholders.
Article 18. (Method of Adopting Resolution of General Meeting of Shareholders)    Article 17. (Method of Adopting Resolution of General Meeting of Shareholders)
1) Unless otherwise provided by law or ordinance or these Articles of Incorporation, resolutions at a general meeting of shareholders shall be adopted by a majority of the votes of shareholders present who are entitled to exercise their voting rights at such meetings.    1) Unless otherwise provided by law or ordinance or these Articles of Incorporation, resolutions at a general meeting of shareholders shall be adopted by a majority of the votes of shareholders present who are entitled to exercise their voting rights at such meetings.

 

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2) To adopt a resolution provided for in Article 309, clause 2 of the Corporate Law there shall be present thereat shareholders aggregately holding one-third (1/3) or more of the total number of voting rights of all shareholders who would be entitled to exercise their voting rights thereat and such a resolution shall be adopted by two-thirds (2/3) or more of the votes of such shareholders present.    2) To adopt a resolution provided for in Article 309, clause 2 of the Corporate Law there shall be present thereat shareholders aggregately holding one-third (1/3) or more of the total number of voting rights of all shareholders who would be entitled to exercise their voting rights thereat and such a resolution shall be adopted by two-thirds (2/3) or more of the votes of such shareholders present.
Article 19. (Exercise of Voting Right by Proxy)    Article 18. (Exercise of Voting Right by Proxy)
The voting right of a shareholder may be exercised by a proxy who is also a shareholder of the Company who has voting right; provided, however, that the shareholder or the proxy must submit to the Company the document evidencing his/her power of representation at each general meeting of shareholders prior to the opening of such meeting.    The voting right of a shareholder may be exercised by a proxy who is also a shareholder of the Company who has voting right; provided, however, that the shareholder or the proxy must submit to the Company the document evidencing his/her power of representation at each general meeting of shareholders prior to the opening of such meeting.
Article 20. (Adjournment of Meeting and Change of Place of Meeting)    Article 19. (Adjournment of Meeting and Change of Place of Meeting)
The chairman, whenever it is deemed necessary for orderly transaction of the business at the meeting, may adjourn the meeting or change the place of meeting.    The chairman, whenever it is deemed necessary for orderly transaction of the business at the meeting, may adjourn the meeting or change the place of meeting.

CHAPTER IV. DIRECTORS AND BOARD OF

DIRECTORS

  

CHAPTER IV. DIRECTORS AND BOARD OF

DIRECTORS

Article 21. (Number of Directors and Method of Election)    Article 20. (Number of Directors and Method of Election)
1) The Company shall have no more than thirty (30) Directors, who shall be elected at a general meeting of shareholders.    1) The Company shall have no more than ten (10) Directors, who shall be elected at a general meeting of shareholders.
2) With respect to a resolution for election provided in the preceding paragraph, there shall be present thereat shareholders aggregately holding one-third (1/3) or more of the total number of voting rights of all shareholders who would be entitled to exercise their voting rights thereat and such a resolution shall be adopted by a majority of the votes of such shareholders present.    2) With respect to a resolution for election provided in the preceding paragraph, there shall be present thereat shareholders aggregately holding one-third (1/3) or more of the total number of voting rights of all shareholders who would be entitled to exercise their voting rights thereat and such a resolution shall be adopted by a majority of the votes of such shareholders present.
3) Cumulative voting shall not be used for election of Directors.    3) Cumulative voting shall not be used for election of Directors.
Article 22. (Term of Office of Directors)    Article 21. (Term of Office of Directors)
The term of office of Directors shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last accounting year ending within one (1) year after their election as Director.    The term of office of Directors shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last accounting year ending within one (1) year after their election as Director.
Article 23. (Directors with Special Titles and Representative Directors)    Article 22. (Representative Directors and Directors with Special Titles)
1) The Board of Directors may, by its resolution, appoint from among its members one (1) Chairman of the Board of Directors, one (1) Vice Chairman of the Board of Directors, one (1) President-Director and one (1) or more Executive Vice President-Directors, Executive Managing Directors and Managing Directors.      1) The Board of Directors shall, by its resolution, appoint the Representative Directors.
2) The Directors who represent the Company shall be the Chairman of the Board of Directors and the President-Director. In addition to the Chairman of the Board of Directors and the President-Director, the Board of Directors may, by its resolution, appoint one (1) or more Representative Directors. Each Representative Director shall severally represent the Company.      2) The Board of Directors may, by its resolution, appoint one (1) Chairman of the Board of Directors, one (1) Vice Chairman of the Board of Directors, one (1) President-Director and one (1) or more Executive Vice President-Directors, Executive Managing Directors and Managing Directors.
3) The Chairman of the Board of Directors shall preside over a meeting of the Board of Directors and the President-Director shall supervise the Company’s business. In case the President-Director is unable to act, one of the other Directors, in the order of priority predetermined by resolution of the Board of Directors shall act in his place.      (Deletion)
4) The Board of Directors may, by its resolution, designate from among its members one (1) or more Adviser-Directors.      (Deletion)

 

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Article 24. (Convocation of Meeting of the Board of Directors)    Article 23. (Notice of Calling of Meeting of the Board of Directors)
1) Unless otherwise provided by law or ordinance, a meeting of the Board of Directors shall be convened by the Chairman of the Board of Directors. In case the Chairman of the Board of Directors is not in office or is unable to act, the President-Director shall act in his place and in case the President-Director is also unable to act, one of the other Directors, in the order of priority predetermined by resolution of the Board of Directors, shall act in his place.    (Deletion)
2) Notice of a meeting of the Board of Directors shall be given to each Director and Corporate Auditor three (3) days in advance to the date for such meeting; provided, however, that in case of urgency, such period may be shortened.    Notice of calling of meeting of the Board of Directors shall be given to each Director and Corporate Auditor no later than three (3) days prior to the day of such meeting; provided, however, that in case of urgency, such period may be shortened.
Article 25. (Chairman of the Board of Directors)    (Deletion)
The Chairman of the Board of Directors shall act as chairman of a meeting of the Board of Directors. In case the Chairman of the Board of Directors is not in office or is unable to act, the President-Director shall act in his place, and in case the President-Director is also unable to act, one of the other Directors, in the order of priority predetermined by resolution of the Board of Directors, shall act in his place.     
Article 26. (Method of Adopting Resolution of the Board of Directors)    Article 24. (Method of Adopting Resolution of the Board of Directors)
1) A resolution of the Board of Directors shall be adopted by a majority of the votes at a meeting of Board of Directors at which a majority of the total number of the directors who are entitled to take part in the resolution are present.    1) A resolution of the Board of Directors shall be adopted by a majority of the votes at a meeting of Board of Directors at which a majority of the total number of the directors who are entitled to take part in the resolution are present.
2) In the event that a proposal made by a Director satisfies the requirements set out in Article 370 of the Corporate Law, such a matter shall be deemed to have been adopted by a resolution at a meeting of the Board of Directors.    2) If all Directors agree to a proposal with respect to a matter which is the purpose of the resolution of the meeting of Board of Directors in writing or by means of electromagnetic records and Corporate Auditors state no objection to such proposal, the Company deems that the resolution to approve such proposal has been made at the meeting of Board of Directors.
(New text)    Article 25. (Board of Directors Regulations)
   In addition to those provided in applicable law or ordinance and these Articles of Incorporation, matters regarding the Board of Directors shall be governed in accordance with the Board of Directors Regulations adopted by the Board of Directors.

 

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(New text)    Article 26. (Executive Officers)
   The Company may, by the resolution of the Board of Directors, appoint Executive Officers.

CHAPTER V. CORPORATE AUDITORS AND

BOARD OF CORPORATE AUDITORS

  

CHAPTER V. CORPORATE AUDITORS AND

BOARD OF CORPORATE AUDITORS

Article 27. (Number of Corporate Auditors and Method of Election)    Article 27. (Number of Corporate Auditors and Method of Election)
1) The Company shall have no more than six (6) Corporate Auditors, who shall be elected at a general meeting of shareholders.    1) The Company shall have no more than six (6) Corporate Auditors, who shall be elected at a general meeting of shareholders.
2) With respect to a resolution for election provided in the preceding paragraph, there shall be present thereat shareholders aggregately holding one-third (1/3) or more of the total number of voting rights of all shareholders who would be entitled to exercise their voting rights thereat and such a resolution shall be adopted by a majority of the votes of such shareholders present.    2) With respect to a resolution for election provided in the preceding paragraph, there shall be present thereat shareholders aggregately holding one-third (1/3) or more of the total number of voting rights of all shareholders who would be entitled to exercise their voting rights thereat and such a resolution shall be adopted by a majority of the votes of such shareholders present.
Article 28. (Term of Office of Corporate Auditors)    Article 28. (Term of Office of Corporate Auditors)
The term of office of Corporate Auditors shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last accounting year ending within four (4) years after their election as Corporate Auditor; provided, however, that the term of office of any Corporate Auditor who is elected to fill a vacancy shall be the remaining term of office of his predecessor.    The term of office of Corporate Auditors shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last accounting year ending within four (4) years after their election as Corporate Auditor; provided, however, that the term of office of any Corporate Auditor who is elected to fill a vacancy shall be the remaining term of office of his predecessor.
Article 29. (Full-time Auditors)    Article 29. (Full-time Auditors)
The Board of Corporate Auditors shall select a full-time Auditor or Auditors by a resolution of the Board of Corporate Auditors.    The Board of Corporate Auditors shall select a full-time Auditor or Auditors by a resolution of the Board of Corporate Auditors.
Article 30. (Convocation of Meeting of Board of Corporate Auditors)    Article 30. (Notice of Calling of Meeting of Board of Corporate Auditors)
Notice of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor three (3) days in advance to the date for such meeting; provided, however, that in case of urgency, such period may be shortened.    Notice of calling of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor no later than three (3) days prior to the date for such meeting; provided, however, that in case of urgency, such period may be shortened.
Article 31. (Method of Adopting Resolution of Board of Corporate Auditors)    Article 31. (Method of Adopting Resolution of Board of Corporate Auditors)
Unless otherwise provided by law or ordinance, a resolution of the Board of Corporate Auditors shall be adopted by an affirmative vote of a majority of the Corporate Auditors.    Unless otherwise provided by law or ordinance, a resolution of the Board of Corporate Auditors shall be adopted by an affirmative vote of a majority of the Corporate Auditors.
CHAPTER VI. ACCOUNTS    CHAPTER VI. ACCOUNTS
Article 32. (Accounting Year)    Article 32. (Accounting Year)
The accounting year of the Company shall be one (1) year commencing on April 1 each year and ending on March 31 of the next following year.    The accounting year of the Company shall be one (1) year commencing on April 1 each year and ending on March 31 of the next following year.
Article 33. (Declaration of dividend, etc.)    Article 33. (Declaration of dividend, etc.)
Unless otherwise provided by law, matters stipulated in each item of Article 459, clause 1 of the Corporate Law, such as dividend distribution of surplus, shall be determined by a resolution of the Board of Directors of the Company.    Unless otherwise provided by law, matters stipulated in each item of Article 459, clause 1 of the Corporate Law, such as dividend distribution of surplus, shall be determined by a resolution of the Board of Directors of the Company.

 

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Article 34. (Record date of dividend distribution of surplus)    Article 34. (Record date of dividend distribution of surplus)
1) The record date for dividend distribution of surplus for each accounting year shall be March 31 of each applicable year.    1) The record date for dividend distribution of surplus for each accounting year shall be March 31 of each applicable year.
2) In addition to the preceding paragraph, the Company may distribute dividends of surplus based on other record date determined from time to time by the Company.    2) In addition to the preceding paragraph, the Company may distribute dividends of surplus based on other record date determined from time to time by the Company.
Article 35. (Interim dividend)    Article 35. (Interim dividend)
The Company may, by resolution of the Board of Directors, distribute interim dividends, the record date for which shall be September 30 each applicable year.    The Company may, by resolution of the Board of Directors, distribute interim dividends, the record date for which shall be September 30 each applicable year.
Article 36. (Prescription period of dividends)    Article 36. (Prescription period of dividends)
If dividends are cash payment, the Company shall be relieved from the obligation to pay dividends in case that the payment thereof remains unclaimed for three (3) full years after the date of commencement of payment.    If dividends are cash payment, the Company shall be relieved from the obligation to pay dividends in case that the payment thereof remains unclaimed for three (3) full years after the date of commencement of payment.
(New text)    SUPPLEMENTARY PROVISIONS
(New text)    Article 1.
   The shareholder register agent is entrusted to make, revise, maintain the register of lost share certificates, and to handle any other matters relating to such registry, and the Company itself shall not handle any such business.
(New text)    Article 2.
   The preceding article and this article shall remain in full force and effect until January 5, 2010 and the preceding Article and this Article shall be deleted after the passage of the said day.

2nd Subject for discussion:

Matters concerning election of 8 Directors

The term of office of all 24 Directors of Kubota Corporation will expire at the conclusion of the 119th Ordinary General Meeting of Shareholders. For enhancement of reforming management systems, it is proposed to elect 8 Directors of Kubota Corporation, reducing 16 Directors comparing with the prior year to promote strategic decision-making by Board of Directors more agilely. Among the 8 candidates for Directors, Messrs. Yuzuru Mizuno and Kan Trakulhoon are candidates for outside Directors.

 

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The candidates for Directors are as follows:

 

   

Name (Birthday)

 

Number of Company
Shares Owned

 

Current Positions and Brief Occupational History

(including responsibilities in other companies)

1   Yasuo Masumoto   29,000 Shares   Representative Director, President & CEO of Kubota Corporation
  (April 21, 1947)      
      January 2009;   Representative Director, President & CEO of Kubota Corporation (to present)
      April 2008;   Executive Vice President and Director of Kubota Corporation
      April 2007;   In charge of Tokyo Head Office, General Manager of Water, Environment & Infrastructure Consolidated Division, General Manager of Tokyo Head Office, General Manager of Production Control Headquarters in Water, Environment & Infrastructure Consolidated Division, General Manager of Coordination Dept. in Water, Environment & Infrastructure Consolidated Division
      April, 2006;   Executive Managing Director of Kubota Corporation
      April 2005;   Deputy General Manager of Industrial & Material Systems Consolidated Division
      January 2005;   In charge of Quality Assurance & Manufacturing Promotion Dept.
      June 2004;   General Manager of Purchasing Dept. in Industrial & Material Systems Consolidated Division
      April 2004;  

Managing Director of Kubota Corporation,

In charge of Manufacturing Planning & Promotion Dept.

      April 2003;   General Manager of Production Control Headquarters in Industrial & Material Systems Consolidated Division
      June 2002;   Director of Kubota Corporation
      October 2001;   General Manager of Farm Machinery Division
      April 1971;   Joined Kubota Corporation
2  

Daisuke Hatakake

(June 29, 1941)

  70,000 Shares   Representative Director, Chairman of the Board of Directors of Kubota Corporation
      January 2009;   Representative Director, Chairman of the Board of Directors of Kubota Corporation (to present)
      April 2003;   President and Representative Director of Kubota Corporation
      June 2002;   General Manager of Corporate Compliance Headquarters
      June 2001;   Managing Director of Kubota Corporation, In charge of Corporate Planning & Control Dept., Finance & Accounting Dept., Corporate Information Systems Planning Dept. (assistant)
      August 2000;   In charge of PV Business Planning & Promotion Dept.
      June 2000;   In charge of Compliance Auditing Dept., Business Alliance Dept. (assistant), Corporate Information Systems Planning Dept. (assistant), General Manager of Corporate Planning & Control Dept.
      June 1999;   Director of Kubota Corporation
      December 1998;   General Manager of Corporate Planning & Control Dept.
      April 1964;   Joined Kubota Corporation
3   Moriya Hayashi   38,000 Shares   Vice Chairman of the Board of Directors of Kubota Corporation
  (May 7, 1944)      
      January 2009;   Vice Chairman of the Board of Directors of Kubota Corporation (to present)
      April 2006;   Executive Vice President and Representative Director of Kubota Corporation
      April 2004;   General Manager of Farm & Industrial Machinery Consolidated Division
      April 2004;   Executive Managing Director of Kubota Corporation
      April 2003;   Managing Director of Kubota Corporation, General Manager of Tractor Division
      January 2002;   General Manager of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division
      October 2001;   Deputy General Manager of Tractor Division
      June 2001;   Director of Kubota Corporation
      June 1999;   President of Kubota Tractor Corporation
      April 1969;   Joined Kubota Corporation

 

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Table of Contents
4  

Hirokazu Nara

(October 2, 1948)

  23,000 Shares   Representative Director and Senior Managing Executive Officer of Kubota Corporation, General Manager of Water & Engineering Consolidated Division
      April 2009;   General Manager of Water & Engineering Consolidated Division (to present)
      April 2009;   Representative Director and Senior Managing Executive Officer of Kubota Corporation (to present)
      April 2007;   In charge of Corporate Staff Section (assistant)
      April 2007;   Managing Director of Kubota Corporation
      October 2005;   In charge of Corporate Planning & Control Dept.
      June 2005;   In charge of Air Condition Equipment Division, Septic Tanks Division, Housing & Building Materials Business Coordination Dept., PV Business Planning & Promotion Dept., Finance & Accounting Dept. General Manager of Corporate Planning & Control Dept.
      June 2005;   Director of Kubota Corporation,
      April 2005;   In charge of Air Condition Equipment Division (assistant), Septic Tanks Division (assistant), Housing & Building Materials Business Coordination Dept. (assistant), PV Business Planning & Promotion Dept. (assistant), Finance & Accounting Dept. (assistant) and General Manager of Corporate Planning & Control Dept.
      April 2003;   General Manager of Corporate Planning & Control Dept.
      April 1971;   Joined Kubota Corporation
5  

Tetsuji Tomita

(March 6, 1950)

  15,000 Shares   Representative Director and Senior Managing Executive Officer of Kubota Corporation, General Manager of Farm & Industrial Machinery Consolidated Division, General Manager of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division
      April 2009;   Representative Director and Senior Managing Executive Officer of Kubota Corporation (to present)
      January 2009;   General Manager of Farm & Industrial Machinery Consolidated Division, General Manager of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division (to present)
      April 2008;   Managing Director of Kubota Corporation
      June 2005;   Director of Kubota Corporation
      April 2004;   President of Kubota Tractor Corporation
      April 1973;   Joined Kubota Corporation
6  

Satoru Sakamoto

(July 18, 1952)

  11,000 Shares   Director and Executive Managing Officer of Kubota Corporation, In charge of Corporate Planning & Control Dept. and Finance & Accounting Dept.
      April 2009;   In charge of Corporate Planning & Control Dept. and Finance & Accounting Dept. (to present)
      April 2009;   Director and Executive Managing Officer of Kubota Corporation (to present)
      June 2006;   Director of Kubota Corporation
      April 2006;   General Manager of Air Condition Equipment Division and President of Kubota Air Conditioner, Ltd.
      October 2005;   Deputy General Manager of Air Condition Equipment Division and Director of Kubota Air Conditioner, Ltd.
      April 2003;   General Manager of Planning Dept. in Ductile Iron Pipe Division
      April 1976;   Joined Kubota Corporation

 

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7  

Yuzuru Mizuno

(January 21, 1948)

  13,000 Shares   Corporate Auditor of Kubota Corporation, Executive Vice President of Matsushita Real Estate Co., Ltd.
      July 2008:   Executive Vice President of Matsushita Real Estate Co., Ltd. (to present)
      June 2005:   Corporate Auditor of Kubota Corporation (to present)
      July 2004:   Executive Director of Matsushita Electric Industrial Co., Ltd., In charge of Corporate Finance & Investor Relations
      February 2004:   Director (non full-time) of Nippon Otis Elevator Company
      October 2000:   President (non full-time) of Panasonic Finance (Japan) Co., Ltd.
      October 2000:   General Manager of Corporate Finance Dept. of Matsushita Electric Industrial Co., Ltd.
      June 1998:   Managing Director of Matsushita Industrial Corporation Sdn. Bhd.
      December 1995:   General Manager of Accounting Dept. in Compressor Division of Matsushita Electric Industrial Co., Ltd.
      April 1970:   Joined Matsushita Electric Industrial Co., Ltd. (subsequently, Panasonic Corporation)
8   Kan Trakulhoon   0 Shares   President and CEO, Siam Cement Group (SCG)
  (May 15, 1955)      
      January 2006:   President and CEO, Siam Cement Group (SCG) (to present)
      July 2004:   Executive Vice President of The Siam Cement Plc.
      January 2003:   Vice President of The Siam Cement Plc.
      January 1999:   President of Cementhai Ceramics Co., Ltd.
      June 1977:   Joined The Siam Cement Plc.

Notes:

 

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

 

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

The term of office of Yuzuru Mizuno as a Corporate Auditor will expire at the conclusion of the 119th Ordinary General Meeting of Shareholders.

 

  3. Mr. Kan Trakulhoon has adequate experience and considerable insight as executive management of flagship conglomerate in Thailand. Kubota Corporation asked him to be elected outside Director because Kubota Corporation considered that he could give advice on corporate management and strategy, including overseas business expansion, from a wide-ranging viewpoint and experience.

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

 

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3rd Subject for discussion:

Matters concerning election of 2 Corporate Auditors

The term of office of 2 Corporate Auditors of Kubota Corporation, namely Messrs. Junichi Maeda and Yuzuru Mizuno will expire at the conclusion of the 119th Ordinary General Meeting of Shareholders. It is proposed to elect two Corporate Auditors of Kubota Corporation. Among the two candidates of Corporate Auditors, Mr. Masao Morishita is a candidate for outside Corporate Auditor.

The Board of Corporate Auditors of Kubota Corporation agreed with their assuming office as Corporate Auditors of Kubota Corporation.

 

   

Name (Birthday)

 

Number of Company
Shares Owned

 

Current Positions and Brief Occupational History

(including responsibilities in other companies)

1   Toshihiro Fukuda   63,000 Shares   Director of Kubota Corporation
  (October 12, 1945)      
      April 2009;   Director of Kubota Corporation (to present)
      April 2008:   Executive Vice President and Director of Kubota Corporation
      April 2007:   In charge of Corporate Staff Section
      April 2006:   In charge of Secretary & Public Relations Dept.
      April 2005:   Executive Managing Director of Kubota Corporation, In charge of CSR Planning & Coordination Dept., General Manager of Corporate Compliance Headquarters
      April 2004:   Managing Director of Kubota Corporation, In charge of Corporate Compliance Headquarters, Environmental Protection Dept., General Affairs Dept.
      April 2003:   General Manager of Farm Machinery Division
      March 2003:   In charge of Related Products Division
      June 2002:   Director of Kubota Corporation
      October 2001:   Deputy General Manager of Sales Headquarters in Farm & Industrial Machinery Consolidated Division and General Manager of Sales Coordination Dept. in Farm & Industrial Machinery Consolidated Division
      April 1969:   Joined Kubota Corporation
2  

Masao Morishita

(January 22, 1949)

  0 Shares   Director and CFO of MT Picture Display Co., Ltd., In charge of Administration Dept.
      April 2006:   Director and CFO of MT Picture Display Co. ,Ltd., In charge of Administration Dept. (to present)
      April 2003:   Director and General Manager of Administrative Headquarter of Matsushita Toshiba Picture Display Co., Ltd.
      April 1998:   General Manager of Accounting Dept. and Business Planning Dept. in Compressor Division of Matsushita Electric Industrial Co., Ltd.
      April 1994   President and Director of Matsushita Compressor Corporation of America
      April 1971:   Joined Matsushita Electric Industrial Co., Ltd. (subsequently, Panasonic Corporation)

Notes:

 

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

 

  2. Kubota Corporation asked Mr. Masao Morishita to be elected outside Corporate Auditor because Kubota Corporation considered that he could advise and audit management overall from a wide-ranging viewpoint with his adequate experience as professional in corporate accounting and finance for a long time.

 

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4th Subject for discussion:

Matters concerning bonus payments for Directors

Kubota Corporation will pay Directors’ bonuses (¥185 million) for 24 Directors at the end of the fiscal year ended March 31, 2009, in consideration with results of operations for the fiscal year ended March 31, 2009.

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

5th Subject for discussion:

Matters concerning revision of the remuneration plan for Directors

The remuneration payable to the Directors was approved as ¥65 million per month or less at the 106th Ordinary General Meeting of Shareholders on June 27, 1996, and has been accepted as so up to the present date. However, it is hereby proposed to revise basis on the amount of remuneration from per-month-basis to per-year basis and to revise the amount of remuneration to ¥510 million or less per year (included ¥30 million or less for outside Directors) because of fewer number of Directors by reforming management systems.

The remuneration for Directors does not include salaries that directors having duties in an employee's capacity receive as employee.

Current number of Directors is 24. If 2nd subject for discussion is resolved in original form at the 119th Ordinary General Meeting of Shareholders, the number of Director will be 8, included 2 of outside Directors.

6th Subject for discussion:

Matters concerning revision of the remuneration plan for Corporate Auditors

The remuneration payable to the Corporate Auditors was approved as ¥12 million per month or less at the 115th Ordinary General Meeting of Shareholders on June 24, 2005, and has been accepted as so up to the present date. However, it is hereby proposed to revise basis on the amount of remuneration from per-month-basis to per-year basis in conjunction with the propose of 5th Subject for discussion and to revise the amount of remuneration to ¥144 million or less per year, the same level as current remuneration plan.

If 3rd subject for discussion is resolved in original form at the 119th Ordinary General Meeting of Shareholders, the number of Corporate Auditors will be 5.

End of documents

 

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REFERENTIAL MATERIALS FOR THE MATTERS TO BE REPORTED

Business Report for the 119th Period

(from April 1, 2008, to March 31, 2009)

I. Item of Overview of Operations

(1) Review of Operations

1) General Condition of Kubota Corporation and its subsidiaries

Affected by global economic slowdown and sharp appreciation of Yen, Kubota Corporation and subsidiaries (hereinafter, the “Company”) decreased its revenue and profit in the year ended March 31, 2009. In Asia outside Japan, the Company maintained to record favorable revenues on the background of robust demand. However, revenues in North America and Europe stagnated by weakened real economy accompanied with financial crisis. Domestic revenues also stagnated due to substantial demand decline, which was resulted from lowering level of production and sharp decline of export.

For the year ended March 31, 2009, revenues of the Company decreased ¥47.1 billion (4.1 %), to ¥1,107.5 billion from the prior year. Increased revenues in Asia outside Japan could not compensate declined revenues in North America, Europe and Japan. The ratio of overseas revenues to consolidated revenues was 50.4 %, the same ratio as the prior year.

Operating income decreased ¥34.1 billion (24.9 %), to ¥102.8 billion from the prior year. Operating income in Internal Combustion Engine and Machinery decreased mainly due to declined demand, appreciation of the yen and price hikes of materials. Operating income in Pipes, Valves, and Industrial Castings decreased resulted from recorded losses related to the Anti-Monopoly Law. Operating loss in Environmental Engineering decreased, while operating income in Other decreased due to a decreased sales of vending machines.

Income from continuing operations before income taxes, minority interests in earnings of subsidiaries, and equity in net income of affiliated companies decreased ¥39.3 billion (32.1 %), to ¥83.3 billion. This decrease was due to a decrease in operating income and an increase in other expenses resulting from increases in foreign exchange loss and valuation losses on other investments.

Income taxes were ¥28.7 billion (representing an effective tax rate of 34.5 %), which was reflected reversal of part of deferred tax liabilities because of tax revisions corresponding to taxation of dividend from overseas subsidiaries. Net amount of minority interests in earnings of subsidiaries and equity in net income of affiliated companies to deduct was ¥6.4 billion. As a result, net income was ¥48.1 billion, ¥20.0 billion (29.3 %) lower than the prior year.

2) Review of Operations by Industry Segments

(a) Internal Combustion Engine and Machinery

Revenues in Internal Combustion Engine and Machinery were ¥754.4 billion, 4.9 % lower than the prior year, comprising 68.1 % of consolidated revenues. Domestic revenues decreased 5.3 %, to ¥235.2 billion, and overseas revenues decreased 4.8 %, to ¥519.3 billion. This segment comprises farm equipment, engines and construction machinery.

In the domestic market, the operating environment continued to be challenging due to stagnant demand for farm equipment resulted from economic slowdown and the price hikes of agricultural materials and a decrease in construction investment. In this circumstance, the Company actively introduced new products and implemented promotional sales activity, and sales of farm machinery increased. However, sales of tractors and engine decreased, and construction machinery decreased substantially.

In overseas markets, sales of tractors slightly decreased. In Asia outside Japan, sales of tractors in Thailand continued to increase, and sales in Europe also increased steadily due to launching new products. However, sales of tractors in North America decreased substantially due to a stagnation of the markets and appreciation of the yen. Sales of construction machinery decreased substantially due to the rapid economic slowdown in Europe, sales of engine decreased due to inventory adjustment in European and North American clients. On the other hand, sales of farm machinery increased sharply owing to a sales increase of combine harvesters and rice transplanters in China.

 

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(b) Pipes, Valves, and Industrial Castings

Revenues in Pipes, Valves, and Industrial Castings increased 3.1 %, to ¥207.9 billion from the prior year, comprising 18.8 % of consolidated revenues. Domestic revenues increased 2.9 %, to ¥176.1 billion, and overseas revenues increased 4.2 %, to ¥31.8 billion. This segment comprises pipes, valves and industrial castings.

In the domestic market, sales of ductile iron pipes and spiral welded steel pipes increased largely due to price increases. However, sales of plastic pipes decreased due to declining demand. Sales of industrial castings decreased due to decreased sales of ductile tunnel segment.

In overseas markets, sales of industrial castings decreased affected by slowdown in capital expenditures in private sector. On the other hand, export sales of ductile iron pipes to the Middle East favorably increased and compensated for decreased amount of sales of industrial castings.

(c) Environmental Engineering

Revenues in Environmental Engineering increased 5.0 %, to ¥74.4 billion from the prior year, comprising 6.7 % of consolidated revenues. Domestic revenues increased 6.1 %, to ¥68.9 billion, and overseas revenues decreased 7.4 %, to ¥5.5 billion. This segment consists of environmental control plants and pumps.

In the domestic market, sales of water & sewage engineering products substantially increased. Sales of the waste engineering products and pumps also increased steadily. In overseas markets, sales of pumps increased steadily while sales of submerged membrane systems decreased substantially from the prior year.

(d) Other

Revenues in Other decreased 19.9 %, to ¥70.8 billion from the prior year, comprising 6.4 % of consolidated revenues. Domestic revenues decreased 21.4 %, to ¥69.1 billion, and overseas revenues increased 237.5 %, to ¥1.7 billion. This segment comprises vending machines, electronic equipped machinery, air-conditioning equipment, construction, septic tanks and other business.

Sales of vending machine decreased substantially in this segment due to the decreased demand for cigarette-vending machines with the function of age-identification, for which the temporary demand was very high in the prior year. Sales of construction and electronic equipped machinery also decreased. In addition, sales of condominiums were absent in this fiscal year because some shares of the subsidiary which conducted condominium business were sold and the subsidiary changed into an affiliated Company in the prior year. As a result, revenues in Other largely decreased.

Revenues by Industry Segment

 

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

Internal Combustion Engine and Machinery

   754.4    (4.9 )%   68.1 %

Pipes, Valves, and Industrial Castings

   207.9    3.1     18.8  

Environmental Engineering

   74.4    5.0     6.7  

Other

   70.8    (19.9 )   6.4  

Total

   1,107.5    (4.1 )   100.0  

 

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

3) Capital Expenditures

The Company made capital expenditures totaling ¥33.3 billion during the fiscal year under review, including investments for the expansion of production capacity, which included building new factories in Thailand, and rationalization investment.

4) Financing

Financing for capital expenditures was obtained mainly from the Company’s internal resources, but along with finance receivables, necessary funding was obtained mainly from borrowings. In addition, the Company switched financing method from sale of account receivables to borrowing from financial institutions in the U.S.

 

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(2) Priority Policies for Long Term Growth in Earnings

To overcome the present difficulties and realize further development in the long term, the Company will implement the following initiatives.

(a) Management Emphasizing the Front-line of Business with a Focus on Technology and Manufacturing Capabilities

To survive and win in increasingly intense global competition, in the medium-to-long term, it will be indispensable for the Company to strengthen its capabilities for developing technologies and its manufacturing capabilities, which are basic functions that manufacturing companies must have. The Company has newly formed its Research & Development Strategy Committee and its Quality Assurance & Manufacturing Strategy Committee and is working to improve its systems for fulfilling its proper roles and moving in the correct directions in the areas of research & development, quality control and manufacturing capabilities. The Company will implement management that emphasizes each of its front-lines for manufacturing, sales, technology, and service as it focuses on technology and manufacturing capabilities.

(b) Promotion of CSR Management

The Company believes that sustained corporate growth and development come from the simultaneous “strengthening of profitability” and “contributing to the development of society and the maintenance of the earth’s environment.” The Company is implementing the following measures to move forward with the promotion of CSR management.

 

   

Kubota will work to substantially raise the level of its environmental protection activities, increase its level of concern for the earth’s environment in all aspects of its business activities, and strengthen its initiatives for reducing the burden its activities place on the natural environment.

 

   

Kubota will respond to the need for the further globalization of its activities by pursuing “management with diversity” by actively drawing on the capabilities of a diverse range of human resources regardless of their gender, age, national original, and other characteristics.

 

   

Kubota will substantially enhance its risk management activities. To this end, it will endeavor to improve the quality of its conduct of business operations by strengthening its operating base through the pursuit of best practices in financial reporting, quality control, environmental preservation, and fair trading as well as strengthen its internal control systems, which are the basis for compliance.

(c) Reforms in the Corporate Governance System

Amid the rapidly changing management environment, the Company will seize growth opportunities without fail, and, to survive and win in global competition, it must make strategic decisions more rapidly and build strong business execution functions. With these judgments in mind, the Company introduced Executive Officer System in April this year. In parallel with this change, the Company will reduce the number of Directors in order to promote strategic decision-making by Board of Directors more agilely and propose to appoint outside director at the Ordinary General Meeting of Shareholders to be held on June 2009 in order to improve management transparency and maintain soundness of management. The Company will endeavor to speed up its conduct of management by creating and implementing a new governance system at an early date.

(d) Improvement of Capabilities for Responding to Change in the Global Economy

As a result of the rapid expansion in the Company’s overseas business activities, the impacts of trends in the world economy, fluctuations in foreign currency rates, and other circumstances have grown substantially in importance. One of the important issues that the Company must address is the creation as quickly as possible of a business structure that can deal with changes in the global environment properly and quickly.

 

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To find solutions to deal with this issue, it will be indispensable to expand overseas production and to locate production facilities appropriately. Going forward, the Company will take into account the cost-competitiveness of various locations, foreign currency risk, market size, growth potential, and other factors as well as move ahead with the optimization of its production facilities on a worldwide scale. In addition, to strengthen teamwork among production facilities in various locations, the Company will move forward aggressively with measures to standardize Kubota’s production methods.

Other effective measures to be implemented will be the globalization of procurement, the minimization of the effects of currency fluctuations, and the strengthening of competitiveness. The Company’s ratio of overseas procurement is still low, and room is left for expansion of its global procurement. Therefore, along with the optimization of its production system, the Company will optimize its procurement.

In the current unprecedented business environment, it is extremely difficult to expand sales. Thoroughgoing cost-cutting initiatives are essential to secure profitability. The Company must return to the basics as a manufacturer and aggressively implement reductions in variable and fixed costs.

In addition, the Company will be careful to manage its finances in Japan and overseas soundly and cautiously as well as take all appropriate measures in both fund procurement and fund management.

(e) Promotion of Globalization—Accelerating Development of Business Operations in Asia

The Company will proceed to devote corporate resources to its overseas business operations on a priority basis and work toward their expansion. Specifically, in the fields of water and environment, which are global issues, the Company will take up the challenge of using its comprehensive product lineup and technological capabilities in the fields of water treatment and water distribution to develop its international activities. The world markets for water- and environment-related products and services are enormous, and rapid growth is anticipated going forward in Asia, especially in China. To nurture the Company’s water-related business activities into a mainstay business similar to internal combustion engines and machinery today, the Company will work to develop new markets in water-related businesses with strong will.

In the internal combustion engines and machinery business, the Company will concentrate on developing agricultural markets in Asia where major potential for growth exists. Using the know-how it has accumulated through the mechanization of agriculture in Japan, the Company will aim to build its position as the No. 1 agricultural machinery manufacturer in the Asian market and thereby contribute to solving Asia’s food-related issues.

 

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(f) Issues upon which the Company should Implement Countermeasures

(Actions for the health hazard of asbestos)

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

Initiatives to date

 

   

Relief payment

Kubota Corporation has established “Relief Payment System for the Asbestos-Related Patients and the Family Members of the Deceased near the Former Kanzaki Plant” on April 17, 2006 and paid the relief payments to 178 parties up to March 31, 2009.

 

   

Actions for Medical support for asbestos-related diseases

The Company has paid contributions to Hyogo College of Medicine and Osaka Medical Center for Cancer and Cardiovascular Diseases for the purpose of medical treatment and research of asbestos-related diseases, which was allocated for the fiscal year ended March 31, 2009.

The world economy is facing a crisis of historic proportions, and the business environment for the Company’s operations is unprecedentedly severe. It will not be easy to overcome these difficult conditions, but, by steadily implementing the measures mentioned previously, the Company will aim to overcome current difficulties, increase its corporate value, and attain long-term growth and development.

We thank you, our shareholders, for investment in Kubota and look forward to your continuing support in the years to come.

 

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(3) The financial position and the results of operations

1) Consolidated Financial Summary

 

Year (Period)

   Year ended
March 31,
2006

(116th)
   Year ended
March 31,
2007

(117th)
   Year ended
March 31,
2008

(118th)
   Year ended
March 31,
2009

(119th)

Revenues (in billions of yen)

   1,065.7    1,127.5    1,154.6    1,107.5

Operating income (in billions of yen)

   121.1    130.3    136.9    102.8

Income from continuing operations before income taxes, minority interests in earnings of subsidiaries, and equity in net income of affiliated companies (in billions of yen)

   140.5    131.6    122.6    83.3

Net income (in billions of yen)

   81.0    76.5    68.0    48.1

Net income per ADS (5 common shares) (in yen) (Basic)

   310.70    295.05    264.01    188.40

Total assets (in billions of yen)

   1,405.4    1,502.5    1,464.3    1,385.8

Shareholders’ equity (in billions of yen)

   606.5    659.6    648.1    578.3

Shareholders’ equity per ADS (in yen)

   2,333.55    2,553.75    2,530.44    2,273.02

 

ADS: American Depositary Shares

Notes:

 

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

 

2. Net income per ADS is calculated based on the weighted average number of outstanding common shares for the period. Shareholders’ equity per ADS is calculated based on the number of outstanding common shares at the end of the period. These per ADS amounts have been calculated after deducting the number of shares of treasury stock.

 

3. Shareholders’ equity per ADS is calculated based on amount of Shareholders’ equity in consolidated balance sheets.

 

4. The amounts have been rounded off to the nearest ¥0.1 billion except per ADS amounts and per ADS amounts have been rounded off to the nearest Yen.

2) Financial Summary (Non-consolidated)

 

Year (Period)

   Year ended
March 31,
2006

(116th)
   Year ended
March 31,
2007

(117th)
   Year ended
March 31,
2008

(118th)
   Year ended
March 31,
2009

(119th)

Net sales (in billions of yen)

   693.5    694.9    685.4    643.0

Operating income (in billions of yen)

   74.7    72.5    61.9    27.8

Ordinary income (in billions of yen)

   81.0    78.6    64.3    25.6

Net income (in billions of yen)

   47.6    43.3    32.9    3.8

Net income per ADS (5 common shares) (in yen) (Basic)

   181.90    167.30    127.67    15.08

Total assets (in billions of yen)

   922.8    906.9    814.8    736.4

Net assets (in billions of yen)

   484.7    492.3    459.9    409.0

Net assets per ADS (in yen)

   1,864.00    1,905.60    1,795.30    1,607.39

Notes:

 

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

 

2. From the fiscal year ended March 31, 2007, Kubota Corporation adopted “Accounting Standard for Presentations of Net Assets in the Balance Sheet” (Accounting Standards Board of Japan Statement No. 5 issued on December 9, 2005) and “Guidance on Accounting Standard for Presentation on Net Assets in Balance Sheet” (Accounting Standard Board of Japan Guidance No. 8 issued on December 9, 2005).

 

3. The amounts have been rounded down to the nearest ¥0.1 billion except per ADS amounts and per ADS amounts have been rounded down to the nearest Yen.

 

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(4) Main Subsidiaries and Affiliated Companies

 

Name

  

Issued capital

   Percentage of
voting shares
   

Major operations

(Subsidiaries)
1   Kubota Credit Co., Ltd.    ¥0.3 billion    69.4

[17.7

 

]

  Retail financing to purchasers of farm equipment, construction machinery and related products in Japan
2   Kubota-C.I. Co., Ltd.    ¥3.0 billion    70.0     Manufacturing and sales of plastic pipes and fittings
3   Kubota U.S.A., Inc.    US$167 million    100.0     Administration of subsidiaries in the U.S.A.
4   Kubota Tractor Corporation    US$37 million    90.0

[90.0

 

]

  Sales of tractors, small-sized construction machinery and other machinery in the U.S.A.
5   Kubota Credit Corporation    US$8 million    100.0

[90.0

 

]

  Retail financing to purchasers of tractors and related products in the U.S.A.
6   Kubota Manufacturing of America Corporation    US$10 million    100.0

[100.0

 

]

  Manufacturing and sales of small-sized tractors, lawn mower and utility vehicles
7   Kubota Industrial Equipment Corporation    US$20 million    100.0

[100.0

 

]

  Manufacturing and sales of implements for tractors
8   Kubota Engine America Corporation    US$10 million    90.0

[90.0

 

]

  Sales, engineering and after-sales service of engines, engine parts and engine accessories
9   Kubota Canada Ltd.    Can$6 million    80.0     Sales of tractors, engines, small-sized construction machinery and other machinery in Canada
10   Kubota Metal Corporation    Can$15 million    100.0     Manufacturing and sales of cast steel products in North America, mainly in Canada
11   Kubota Europe S.A.S.    EUR11 million    73.8     Sales of tractors, engines and small-sized construction machinery in Europe, mainly in France
12   Kubota Baumaschinen GmbH    EUR14 million    100.0     Manufacturing and sales of small-sized construction machinery in Europe, mainly in Germany
13   Kubota (Deutschland) GmbH    EUR3 million    80.0     Sales of tractors, tillers, engines and other machinery in Germany
14   Kubota (U.K.) Limited    £2 million    60.0     Sales of tractors, tillers, engines, small-sized construction machinery and other machinery in England and Ireland
15   Kubota Agricultural Machinery (Suzhou) Co., Ltd.    RMB 170 million    90.0     Manufacturing and sales of combine harvesters and rice transplanters and parts in China
16   The Siam Kubota Industry Co., Ltd.    208 million bahts    51.0     Manufacturing and sales of diesel engines and power tillers, and sales of tractors and other machinery in Southeast Asia, mainly in Thailand
17   Siam Kubota Tractor Co., Ltd.    1,103 million bahts    60.0     Manufacturing and sales of tractors in Thailand
(Affiliated Company)
1   Kubota Matsushitadenko Exterior Works Co., Ltd.    ¥8.0 billion    50.0     Manufacturing and sales of roofing and siding

Notes:

 

1. Figures inside [    ] represents ratio of indirect holding shares to total shares of each subsidiary, which is included in total percentage of voting shares described above [    ].
2. The number of consolidated subsidiaries is 111 (including 17 subsidiaries listed above), a decrease of four subsidiaries from the prior year. The number of affiliated companies is 23 (including 1 affiliated company listed above), a decrease of three from the prior year.
3. Consolidated financial results of fiscal year ended March 31, 2009 are described in “ I. Item of Overview of Operations, (1) Review of Operations”.

 

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(5) Main Line of Business (As of March 31, 2009)

The Company is conducting its businesses in four fields: “Internal Combustion Engine and Machinery”, “Pipes, Valves, and Industrial Castings”, “Environmental Engineering” and “Other”.

Internal Combustion Engine and Machinery

 

i Farm equipment (Tractors, Tillers, Power tillers, Combine harvesters, Reaper binders, Harvesters, Rice transplanters)

 

ii Ancillary tools and Implements for Agriculture (Implements, Attachments, Rice dryers, Mower, Vegetable production Equipment, Multipurpose warehouse, Rice mill, Electric scooter, Automatic rice cooker and other equipment for agricultural use)

 

iii Farm facilities (Cooperative facilities for rice drying and rice seedling, Gardening facilities, Cooperative separating facilities for fruits and vegetables, Rice mill plant)

 

iv Outdoor power equipment (Lawn and garden equipment, Lawn mower, Utility vehicle)

 

v Engines (for farming, construction, industrial machinery and generators)

 

vi Construction machinery (Mini excavators, Wheel loaders, Carriers, Tractor shovels, Welders, Generators and other construction machinery related products)

Pipes, Valves, and Industrial Castings

 

i Pipe systems (Ductile iron pipes, Spiral welded steel pipes (Steel pipe pile, Steel pipe sheet pile), Plastic pipes (Unplasticized polyvinyl chloride pipe, Polyethylene pipe, Plastic lining steel pipe, Fittings and accessories), Valves (for water supply and sewerage systems, etc.)

 

ii Industrial castings (Reformer tubes, Hearth roll, G-Columns, G-Pile, Rolls for steel mills, Ceramics, TXAX (friction materials), Cast-iron drainage pipe, Single stack drain fitting, Ductile tunnel segment, Ductile frames)

Environmental Engineering

 

i Water and sewage engineering plant (Waste water treatment equipments and plants, Water purification facilities, Sludge incineration and melting plants)

 

ii Waste engineering (Waste shredding, sorting and recycling plants, Waste incinerating and melting plants, Night-soil treatment plants)

 

iii Pumps (Furnishing and commissioning of pumping equipment for water supply, sewerage, irrigation and various fields, Small scale hydraulic power generating facility)

 

iv Membrane Solutions (Submerged membrane systems for night-soil and wastewater purification, Membrane methane fermentation unit)

Other

 

i House relation (Roofing, Siding, Johkasou systems (Septic Tanks), Bathtubs, Condominiums)

 

ii Vending machines (for drinks, cigarettes and tickets)

 

iii Electronic equipped machinery (Scales, Weighing and measuring control system, CAD systems, Printing and vending machine for tickets)

 

iv Other (Air-conditioning equipment, Software, Design and construction of water supply and sewerage systems, engineering works and architecture)

Note.

The Company reviewed “Water, Environment & Infrastructure Consolidated Division” of the parent company from a viewpoint of market segment, and reorganized this consolidated division into 2 consolidated divisions;” Water & Environment Systems Consolidated Division” and; “Social Infrastructure Consolidated Division” on April 1, 2009.

 

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(6) Main domestic Offices and Factories

 

    

Name

  

Location

Offices   

Head Office

Tokyo Head Office

Hokkaido Regional Office

Tohoku Regional Office

Chubu Regional Office

Chugoku Regional Office

Shikoku Regional Office

Kyusyu Regional Office

Hanshin Office

Okajima Business Center

Kyuhoji Business Center

Farm & Industrial Machinery Higashi-Nihon Office

Farm & Industrial Machinery Nishi-Nihon Office

Yokohama Branch

  

Osaka [Osaka]

Chuo-ku [Tokyo]

Sapporo [Hokkaido]

Sendai [Miyagi]

Nagoya [Aichi]

Hiroshima [Hiroshima]

Takamatsu [Kagawa]

Fukuoka [Fukuoka]

Amagasaki [Hyogo]

Osaka [Osaka]

Yao [Osaka]

Saitama [Saitama]

Amagasaki [Hyogo]

Yokohama [Kanagawa]

Plants   

Hanshin Plant

Keiyo Plant

Hirakata Plant

Shiga Plant

Ryugasaki Plant

Sakai Plant

Utsunomiya Plant

Tsukuba Plant

Sakai-Rinkai Plant

  

Amagasaki [Hyogo]

Funabashi and Ichikawa [Chiba]

Hirakata [Osaka]

Konan [Shiga]

Ryugasaki [Ibaraki]

Sakai [Osaka]

Utsunomiya [Tochigi]

Tsukubamirai [Ibaraki]

Sakai [Osaka]

Main subsidiaries and affiliated companies

 

Internal Combustion Engine and Machinery (Location)
  

31 domestic sales companies of farm equipment

6 domestic sales companies of construction machinery

3 Kubota Agri Corporations

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

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

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

Kubota Tractor Corporation (U.S.A.)

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

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

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

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

Kubota Canada Ltd. (Canada)

Kubota Europe S.A.S. (France)

Kubota Baumaschinen GmbH (Germany)

Kubota (Deutschland) GmbH (Germany)

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

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

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

Siam Kubota Tractor Co., Ltd. (Thailand)

Pipes, Valves, and Industrial Castings
  

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

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

Kubota Metal Corporation (Canada)

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

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

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

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

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

 

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(7) Employees

 

     Number of
employees
   Change from
previous period

Consolidated:

   25,140    +676

Non-consolidated:

   9,911    +370

(8) Main Financing Bank

 

Name

   Balance of the loan

Sumitomo Mitsui Banking Corporation

   ¥ 67.5 billion

Mizuho Corporate Bank, Ltd.

   ¥ 48.1 billion

 

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II. Item on Shares of Kubota Corporation

 

(1) Stock Data (As of March 31, 2009)   
1) Total number of Authorized Common Shares:    1,874,700,000 shares
2) Total number of Common Shares Outstanding:    1,285,919,180 shares
   (including 13,475,966 shares of treasury stock)
3) Number of Shareholders:    53,002
4) Number of shares constituting one full unit of shares of Kubota Corporation shall be one thousand.
5) Principal Shareholders (Top 10)   

 

Name

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

Japan Trustee Services Bank, Ltd.

   199,380    15.66

The Master Trust Bank of Japan Ltd.

   123,078    9.67

Nippon Life Insurance Company

   82,304    6.46

Meiji Yasuda Life Insurance Company

   61,501    4.83

Sumitomo Mitsui Banking Corporation

   45,006    3.53

Mizuho Corporate Bank, Ltd.

   40,851    3.21

Trust & Custody Service Bank, Ltd.

   30,662    2.40

The Dai-ichi Mutual Life Insurance Company

   30,491    2.39

Mizuho Bank, Ltd.

   28,388    2.23

Sumitomo Life Insurance Company

   25,307    1.98

 

Notes:

 

1. (*1) Percentage of issued shares is calculated excluding treasury stock on March 31, 2009.
2. The number of shares owned by Japan Trustee Services Bank, Ltd. includes 22,982 thousand shares held by Sumitomo Trust and Banking Co., Ltd. Retirement Benefit Trust Account.

(2) Purchase, sale and possession of treasury stock (As of March 31, 2009)

1) Total amount of shares purchased during this fiscal year

 

Total number of treasury stock purchased:      8,571,130 common shares
Total amount of treasury stock purchased:      ¥5,337,945,573

 

Notes:
(a)   Total amount of treasury stock purchased, pursuant to the resolutions of Board of Directors’ Meeting
  Total number of treasury stock purchased:    8,400,000 common shares
  Total amount of treasury stock purchased:    ¥5,227,724,000
(b)   Total amount of shares purchased less than the minimum unit
  Total number of shares acquired:    171,130 common shares
  Total amount of shares acquired:    ¥110,221,573

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

 

Total number of shares retired:      41,259 common shares
Total amount of shares retired:      ¥30,060,031

 

3) Total number of treasury stock on March 31, 2009:       13,475,966 of common shares
(Total number of treasury stock on March 31, 2008:       4,946,095 of common shares)

 

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III. Item of Directors and Corporate Auditors of Kubota Corporation

(1) Name of Directors and Corporate Auditors (As of March 31, 2009)

RD = Representative Director, C = Chairman of the Board, VC = Vice Chairman of the Board,

P = President, EVP = Executive Vice President, EMD = Executive Managing Director, MD = Managing Director,

D = Director, CA = Corporate Auditor, GM = General Manager

 

Title

  

Name

  

Responsibilities and principal position

P&RD    Yasuo Masumoto   
C&RD    Daisuke Hatakake   
VC&D    Moriya Hayashi   
EVP&D    Toshihiro Fukuda    In charge of Corporate Staff Section
EMD    Eisaku Shinohara   

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

In charge of Research & Development Planning & Promotion Dept. and Environmental Equipment R&D Center

MD    Yoshihiko Tabata    GM of Engine Division
MD    Kazunobu Ueta    GM of Sales Headquarters in Farm & Industrial Machinery Consolidated Division
MD    Morimitsu Katayama   

GM of Manufacturing Headquarters in Farm & Industrial Machinery Consolidated Division,

GM of Sakai Plant,

In charge of Quality Assurance & Manufacturing Promotion Dept.

MD    Nobuyuki Toshikuni    GM of Tractor Division
MD    Hirokazu Nara   

In charge of Corporate Staff Section (Assistant),

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

MD    Masayoshi Kitaoka    In charge of Personnel Dept., Health & Safety Planning & Promotion Dept., GM of Head Office
MD    Tetsuji Tomita   

GM of Farm & Industrial Machinery Consolidated Division,

GM of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division,

President of Kubota Tractor Corporation

MD    Masatoshi Kimata    Deputy GM of Sales Headquarters in Farm & Industrial Machinery Consolidated Division
MD    Nobuyo Shioji    GM of Construction Machinery Division
D    Takeshi Torigoe   

Deputy GM of Water, Environment & Infrastructure Consolidated Division,

GM of Steel Castings Division

D    Satoru Sakamoto   

GM of Air Condition Equipment Division,

President of Kubota Air Conditioner, Ltd.

D    Hideki Iwabu   

GM of Water & Sewage Engineering Division,

GM of Tokyo Head Office

D    Takashi Yoshii    President of Kubota Manufacturing of America Corporation
D    Kohkichi Uji    GM of Ductile Iron Pipe Division
D    Toshihiro Kubo   

GM of Coordination Dept. in Water, Environment & Infrastructure Consolidated Division,

GM of Production Control Headquarters in Water, Environment & Infrastructure Consolidated Division

D    Kenshiro Ogawa   

GM of Tsukuba Plant,

GM of Production Engineering Center of Emission in Manufacturing Headquarters in Farm & Industrial Machinery Consolidated Division

D    Tetsu Fukui*   

GM of Environmental Equipment R&D Center,

GM of Environmental Consolidated Technology Dept. in Environmental Equipment R&D Center

D    Satoshi Iida*    President of Kubota Europe S.A.S.
D    Shigeru Kimura*    GM of Finance & Accounting Dept.
CA    Junichi Maeda    Full-time
CA    Yoshiharu Nishiguchi    Full-time
CA    Yoshio Suekawa    Certified Public Accountant
CA    Yuzuru Mizuno    Executive Vice President of Matsushita Real Estate Co., Ltd.
CA    Masanobu Wakabayashi    Attorney

Notes:

 

1. Messrs. Yoshio Suekawa, Yuzuru Mizuno, Masanobu Wakabayashi are outside Corporate Auditors.

 

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

 

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3. Changes of Directors during the fiscal year ended March 31, 2009

 

  1) Persons indicated by an asterisk (*) in the above table were newly elected at the 118th Ordinary General Meeting of Shareholders held on June 20, 2008 and assumed their offices.

 

  2) On January 1, 2009, Mr. Yasuo Masumoto, Executive Vice President and Directors of Kubota Corporation, had assumed his office as President and Representative Director of Kubota Corporation. Mr. Daisuke Hatakake, President and Representative Director of Kubota Corporation, had assumed his office as Chairman of the Board of Director of Kubota Corporation and Mr. Moriya Hayashi, Executive Vice President and Representative Director of Kubota Corporation, had assumed his office as Chairman of the Board of Director of Kubota Corporation on the same date.

 

4. Kubota Corporation had changed title and responsibilities and principal position of Directors, and introduced the Executive Officer System and appointed 26 Executive Officers as follows on April 1, 2009.

Title and Responsibilities and principal position of Directors (on April 1, 2009)

 

Title

  

Name

  

Responsibilities and principal position

Director

   Toshihiro Fukuda   

Director

   Yoshihiko Tabata    Chairman and Director of Kubota Systems Inc.

Director

   Kazunobu Ueta    Chairman and Director of Kubota Credit Co., Ltd.
Executive Officers (on April 1, 2009)

Title

  

Name

  

Responsibilities and principal position

Director, Senior Managing Executive Officer

   Eisaku Shinohara    In charge of Research & Development Planning & Promotion Dept. and Environmental Equipment R&D Center

Director, Managing Executive Officer

   Morimitsu Katayama   

GM of Manufacturing Headquarters in Farm & Industrial Machinery Consolidated Division,

GM of Sakai Plant,

In charge of Quality Assurance & Manufacturing Promotion Dept.

Director, Managing Executive Officer

   Nobuyuki Toshikuni    GM of R & D Headquarters in Farm & Industrial Machinery Consolidated Division

Representative Director, Senior Managing Executive Officer

   Hirokazu Nara    GM of Water & Environment Systems Consolidated Division

Director, Managing Executive Officer

   Masayoshi Kitaoka   

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

GM of Head Office

Representative Director, Senior Managing Executive Officer

   Tetsuji Tomita   

GM of Farm & Industrial Machinery Consolidated Division,

GM of International Operations Headquarters in Farm & Industrial Machinery Consolidated Division

Director, Managing Executive Officer

   Masatoshi Kimata   

Deputy GM of Farm & Industrial Machinery Consolidated Division,

GM of Sales Headquarters in Farm & Industrial Machinery Consolidated Division

Director, Managing Executive Officer

   Nobuyo Shioji   

GM of Construction Machinery Division,

President of Kubota Construction Machinery Japan Co., Ltd.

Director, Managing Executive Officer

   Takeshi Torigoe   

GM of Social Infrastructure Consolidated Division,

GM of Material Division,

GM of Steel Castings Business Unit

Director, Managing Executive Officer

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

Director, Managing Executive Officer

   Hideki Iwabu   

GM of Water Engineering & Solution Division,

GM of Water & Sewage Engineering Business Unit,

GM of Membrane Systems Business Unit,

GM of Membrane Systems Business Coordination Dept.,

GM of Tokyo Head Office,

President of Kubota Membrane Co., Ltd.

Director, Executive Officer

   Takashi Yoshii    President of Kubota Manufacturing of America Corporation

Director, Executive Officer

   Kohkichi Uji   

GM of Pipe Systems Division,

GM of Ductile Iron Pipe Business Unit

Director, Executive Officer

   Toshihiro Kubo   

Deputy GM of Water & Environment Systems Consolidated Division,

GM of Water & Environment Systems, Social Infrastructure Business Promotion Headquarter,

GM of Production Control Dept. in Water & Environment Systems, Social Infrastructure Business Promotion Headquarter

 

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Director, Executive Officer

  

Kenshiro Ogawa

  

GM of Tsukuba Plant,

GM of Production Engineering Center of Emission in Manufacturing Headquarters in Farm & Industrial Machinery Consolidated Division

Director, Executive Officer

  

Tetsu Fukui

  

GM of Environmental Equipment R&D Center,

GM of Environmental Consolidated Technology Dept. in Environmental Equipment R&D Center

Director, Executive Officer

  

Satoshi Iida

   President of Kubota Tractor Corporation

Director, Executive Officer

  

Shigeru Kimura

  

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

GM of Finance & Accounting Dept.

Executive Officer

  

Katsuyuki Iwana

   GM of Related Products Division

Executive Officer

  

Masakazu Tanaka

   GM of Farm Machinery Division

Executive Officer

  

Taichi Itoh

   GM of Health & Safety Planning & Promotion Dept.

Executive Officer

  

Yujiro Kimura

   GM of Electronic Equipped Machinery Division

Executive Officer

  

Shinji Sasaki

   GM of Engine Division

Executive Officer

  

Hiroshi Matsuki

   GM of Steel Pipe Division

Executive Officer

  

Yuichi Kitao

   GM of Tractor Division

Executive Officer

  

Kunio Suwa

   GM of CSR Planning & Coordination Headquarters

(2) Remuneration for Directors and Corporate Auditors

 

Title

   Number   

Total

Director

   24    ¥ 935 million

Corporate Auditor

   5    ¥ 92 million (including ¥ 34 million for three outside Corporate Auditors)

Notes:

 

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

 

  2. Remuneration for Directors includes ¥185 million of bonuses for Directors to be proposed on the 119th Ordinary General Meeting of Shareholders.

(3) Activity report for outside Corporate Auditors

 

Position

  

Name

  

Their Activities

Corporate Auditor    Yoshio Suekawa    Mr. Yoshio Suekawa attended all 13 Board of Directors’ Meetings and all 19 Board of Corporate Auditors’ Meetings and expressed opinions regarding accounting and financial matters, including accounting principles generally accepted in the United States of America, from professional viewpoint. Mr. Yoshio Suekawa also attended the regular meeting with President and expressed opinions.
Corporate Auditor    Yuzuru Mizuno    Mr. Yuzuru Mizuno attended all 13 Board of Directors’ Meetings and all 19 Board of Corporate Auditors’ Meetings and expressed opinions based on long experience in corporate accounting and finance and professional viewpoint. Mr. Yuzuru Mizuno also attended the regular meeting with President and expressed opinions.
Corporate Auditor    Masanobu Wakabayashi    Mr. Masanobu Wakabayashi attended all 13 Board of Directors’ Meetings and all 19 Board of Corporate Auditors’ Meetings and expressed opinions based on long experience of legal career and professional viewpoint. Mr. Masanobu Wakabayashi also attended the regular meeting with President and expressed opinions.

 

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IV. Independent Auditor

(1) Name of Independent Auditor

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

(2) Compensation for the Independent Auditor for the fiscal year ended March 31, 2009

 

1)      Amount of compensation provided for the fiscal year ended March 31, 2009

   ¥ 225 million

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

   ¥ 253 million

Notes:

 

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

 

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

 

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

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

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

 

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

The Company has set and is implementing the following nine systems to ensure the propriety of our business operations. The Company partly revised these systems at the Board of Directors’ Meeting held on March 24, 2009.

 

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

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

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

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

 

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

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

 

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

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

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

 

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

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

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

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

 

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

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

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

 

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

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

 

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

 

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

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

 

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

Assignment or other handling of the employees in Item 7. is made after consultation and agreement between the Director in charge of Personnel Dept. and the Corporate Auditors.

 

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

 

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

 

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

VI. Policy on appropriation of retained surplus

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

Kubota Corporation decided at the Board of Directors’ Meeting held on May 13, 2009 that Kubota Corporation would pay ¥35 year-end dividend per American Depositary Share (ADS) on June 22, 2009. As a result, the annual dividend per ADS for the fiscal year ended March 31, 2009 will be ¥70, the same as the fiscal year ended March 31, 2008.

 

Notice of year-end dividend
1) Amount of year-end dividend    ¥35 per ADS (Total ¥8,907,102,498)
2) Record date of year-end dividend    March 31, 2009
3) Payment date    Monday, June 22, 2009
4) Resource of year-end dividend    Retained earnings

 

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Consolidated Balance Sheets

 

Assets        (In millions of yen)  
     March 31, 2009     March 31, 2008
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current assets:

      

Cash and cash equivalents

   69,505     88,784     (19,279 )

Notes and accounts receivable:

      

Trade notes

   65,429     70,645     (5,216 )

Trade accounts

   324,583     209,275     115,308  

Less: Allowance for doubtful receivables

   (2,512 )   (1,983 )   (529 )
                  

Total receivables, net

   387,500     277,937     109,563  

Short-term finance receivables-net

   97,292     113,409     (16,117 )

Inventories

   207,401     206,220     1,181  

Interest in sold receivables

   —       77,767     (77,767 )

Other current assets

   54,648     58,521     (3,873 )
                  

Total current assets

   816,346     822,638     (6,292 )

Investments and long-term finance receivables:

      

Investments in and loan receivables to affiliated companies

   14,511     13,646     865  

Other investments

   96,197     145,322     (49,125 )

Long-term finance receivables-net

   169,257     191,523     (22,266 )
                  

Total investments and long-term finance receivables

   279,965     350,491     (70,526 )

Property, plant, and equipment:

      

Land

   90,479     92,208     (1,729 )

Buildings

   208,901     211,570     (2,669 )

Machinery and equipment

   361,323     372,425     (11,102 )

Construction in progress

   6,970     6,225     745  
                  

Total

   667,673     682,428     (14,755 )

Accumulated depreciation

   (442,052 )   (444,355 )   2,303  
                  

Net property, plant, and equipment

   225,621     238,073     (12,452 )

Other assets:

      

Long-term trade accounts receivable

   27,071     26,605     466  

Other

   37,680     27,444     10,236  

Less: Allowance for doubtful receivables

   (859 )   (981 )   122  
                  

Total other assets

   63,892     53,068     10,824  
                  

Total

   1,385,824     1,464,270     (78,446 )
                  

 

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Table of Contents

Consolidated Balance Sheets

 

Liabilities and Shareholders’ equity        (In millions of yen)  
     March 31, 2009     March 31, 2008
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current liabilities:

      

Short-term borrowings

   132,100     113,087     19,013  

Trade notes payable

   16,405     21,232     (4,827 )

Trade accounts payable

   163,222     191,042     (27,820 )

Advances received from customers

   6,306     4,748     1,558  

Notes and accounts payable for capital expenditures

   13,301     15,436     (2,135 )

Accrued payroll costs

   26,266     27,680     (1,414 )

Accrued expenses

   25,717     32,608     (6,891 )

Income taxes payable

   4,733     12,908     (8,175 )

Other current liabilities

   45,947     34,744     11,203  

Current portion of long-term debt

   60,378     65,976     (5,598 )
                  

Total current liabilities

   494,375     519,461     (25,086 )

Long-term liabilities:

      

Long-term debt

   208,588     183,945     24,643  

Accrued retirement and pension costs

   56,591     43,790     12,801  

Other long-term liabilities

   10,027     25,747     (15,720 )
                  

Total long-term liabilities

   275,206     253,482     21,724  

Minority interests

   37,959     43,230     (5,271 )

Shareholders’ equity:

      

Common stock

   84,070     84,070     —    

Capital surplus

   93,150     93,150     —    

Legal reserve

   19,539     19,539     —    

Retained earnings

   452,791     423,927     28,864  

Accumulated other comprehensive income (loss)

   (62,184 )   31,177     (93,361 )

Treasury stock

   (9,082 )   (3,766 )   (5,316 )
                  

Total shareholders’ equity

   578,284     648,097     (69,813 )
                  

Total

   1,385,824     1,464,270     (78,446 )
                  

 

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Table of Contents

Consolidated Statements of Income

 

   (In millions of yen)  
     Year ended
March 31, 2009
    Year ended
March 31, 2008
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Revenues

   1,107,482     1,154,574     (47,092 )

Cost of revenues

   810,226     824,093     (13,867 )

Selling, general, and administrative expenses

   193,426     192,935     491  

Loss from disposal and impairment of businesses and fixed assets

   1,015     671     344  
                  

Operating income

   102,815     136,875     (34,060 )

Other income (expenses):

      

Interest and dividend income

   4,822     4,472     350  

Interest expense

   (2,664 )   (986 )   (1,678 )

Gain (loss) on sales of securities-net

   (116 )   704     (820 )

Valuation loss on other investments

   (8,618 )   (6,715 )   (1,903 )

Foreign exchange loss-net

   (11,525 )   (9,043 )   (2,482 )

Other-net

   (1,455 )   (2,730 )   1,275  
                  

Other income (expense), net

   (19,556 )   (14,298 )   (5,258 )

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

   83,259     122,577     (39,318 )

Income taxes:

      

Current

   23,637     43,929     (20,292 )

Deferred

   5,109     4,115     994  
                  

Total income taxes

   28,746     48,044     (19,298 )

Minority interests in earnings of subsidiaries

   6,671     6,790     (119 )

Equity in net income of affiliated companies

   222     94     128  
                  

Income from continuing operations

   48,064     67,837     (19,773 )

Income from discontinued operations, net of taxes

   —       189     (189 )
                  

Net income

   48,064     68,026     (19,962 )
                  

 

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Table of Contents

Consolidated Statement of Shareholders’ Equity

 

Year ended March 31, 2009    (In millions of yen)  
     Shares of
common stock
outstanding
(thousands)
    Shareholders’ Equity  
     Common
stock
   Capital
surplus
   Legal
reserve
   Retained
earnings
    Accumulated
other
comprehensive
income (loss)
    Treasury
stock
    Total  

Balance, March 31, 2008

   1,280,604     84,070    93,150    19,539    423,927     31,177     (3,766 )   648,097  
                                             

Net income

              48,064         48,064  

Other comprehensive loss

                (93,361 )     (93,361 )

Cash dividends, ¥15 per share

              (19,193 )       (19,193 )

Purchase and sale of treasury stock

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

Balance, March 31, 2009

   1,272,063     84,070    93,150    19,539    452,791     (62,184 )   (9,082 )   578,284  
                                             
Year ended March 31, 2008 (Reference)            (In millions of yen)  
     Shares of
common stock
outstanding
(thousands)
    Shareholders’ Equity  
     Common
stock
   Capital
surplus
   Legal
reserve
   Retained
earnings
    Accumulated
other
comprehensive
income (loss)
    Treasury
stock
    Total  

Balance, March 31, 2007

   1,291,513     84,070    93,150    19,539    376,815     86,247     (184 )   659,637  
                                             

Cumulative effect of adopting FIN 48*

              261         261  

Net income

              68,026         68,026  

Other comprehensive loss

                (55,070 )     (55,070 )

Cash dividends, ¥13 per share

              (16,777 )       (16,777 )

Purchase and sale of treasury stock

   (10,909 )                (7,980 )   (7,980 )

Retirement of treasury stock

              (4,398 )     4,398     —    
                                             

Balance, March 31, 2008

   1,280,604     84,070    93,150    19,539    423,927     31,177     (3,766 )   648,097  
                                             

 

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Table of Contents

Notes of Consolidated Financial Statements

Significant Accounting Policies

 

1. Basis of Preparation of Consolidated Financial Statements

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) persuant to the provision of the Corporate Law Accounting Regulations Article 120 Paragraph 1. Certain supplementary material and notes required under US GAAP are omitted persuant to the same provision.

 

2. Scope of consolidation and Application of equity method

111 subsidiaries are consolidated. 23 affiliated companies are accounted for under the equity method.

 

3. Valuation of Inventories

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

 

4. Valuation of Securities

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

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

 

5. Depreciation of Fixed Assets

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

Depreciation of intangible fixed assets is computed by using the straight-line method. Pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company performs impairment test at least once per year on goodwill which should not be amortized.

 

6. Basis of Provision for Allowance

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

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

 

7. Discontinued Operations

The Company accounts for discontinued operations in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” and presents the results of discontinued operations as a separate line item in the consolidated statements of income under income from discontinued operations, net of taxes.

 

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

Notes to Consolidated Balance Sheets

 

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

 

2. The balances of each classification within accumulated other comprehensive income (loss) were as follows:

 

     Millions of Yen  
   2009  

Foreign currency translation adjustments

   ¥ (47,887 )

Unrealized gains on securities

     9,322  

Unrealized losses on derivatives

     (2,162 )

Pension liability adjustments

     (21,457 )
        

Accumulated other comprehensive loss

   ¥ (62,184 )
        

 

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Table of Contents
3. At March 31, 2009, assets pledged as collateral for debt were as follows:

 

     Millions of Yen
   2009

Trade notes

   ¥ 2,061

Trade accounts

     14,214

Other current assets

     566

Finance receivables

     45,213

Property, plant, and equipment

     8,782
      

Total

   ¥ 70,836
      

The above assets were pledged against the following liabilities:

 

     Millions of Yen
   2009

Short-term borrowings

   ¥ 28,233

Current portion of long-term debt

     17,416

Long-term debt

     19,904
      

Total

   ¥ 65,553
      

 

 

4. The Company is contingently liable as guarantor of the indebtedness of distributors including affiliated companies, and customers for their borrowings from financial institutions. The maximum potential amount of undiscounted future payments of these financial guarantees as of March 31, 2009 was ¥2,549 million.

Notes to Consolidated Statements of Income

 

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

 

2. With regard to the sales of ductile iron straight pipes in Japan, the Company received a surcharge order of ¥7,072 million from the Fair Trade Commission of Japan (the “FTCJ”) based on the Anti-Monopoly Law on December 24, 1999. In an effort to appeal, the Company filed a petition for the initiation of hearing procedures and the procedures were conducted. On March 25, 2009, the Company received the preliminary decision, which ordered the Company to pay the surcharge of ¥7,072 million. The Company recorded the surcharge as selling, general, and administrative expenses in the year ended March 31, 2009, while the Company filed a motion for objection to the FTCJ against the decision.

Notes to Consolidated Statement of Shareholders’ Equity

 

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

 

2. The components of other comprehensive loss for the year ended March 31, 2009 was as follows:

 

     Millions of Yen  
   2009  

Foreign currency translation adjustments

   ¥ (51,789 )

Unrealized losses on securities

     (26,270 )

Unrealized losses on derivatives

     (1,512 )

Pension liability adjustments

     (13,790 )
        

Other comprehensive loss

   ¥ (93,361 )
        

 

Notes to Per Common Share Information

 

    

1. Shareholders’ equity per share

   ¥  454.60

 

2. Net income per share

   ¥ 37.68

 

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Table of Contents

Balance Sheets (Non-consolidated)

 

Assets        (In millions of yen)  
     March 31, 2009     March 31, 2008
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current assets:

   394,552     423,514     (28,961 )
                  

Cash and deposits

   27,523     37,911     (10,387 )

Trade notes receivable

   33,831     34,403     (572 )

Trade accounts receivable

   203,008     228,207     (25,198 )

Finished goods

   47,459     45,273     2,186  

Work in process

   21,910     21,227     682  

Raw materials and supplies

   9,025     7,208     1,816  

Prepaid expenses

   416     331     85  

Deferred tax assets

   8,852     8,914     (62 )

Short-term loans receivable

   27,221     28,468     (1,246 )

Other

   15,623     11,838     3,785  

Allowance for doubtful receivables

   (320 )   (270 )   (50 )

Long-term assets:

   341,943     391,371     (49,428 )
                  

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

   159,529     163,172     (3,642 )

Buildings

   38,779     39,415     (635 )

Structures

   5,300     5,523     (222 )

Machinery and equipment

   27,763     29,375     (1,612 )

Transportation equipment

   155     144     11  

Tools, furniture and fixtures

   5,815     4,413     1,402  

Land

   79,413     80,938     (1,525 )

Construction in progress

   2,301     3,362     (1,060 )

Intangibles:

   2,977     2,601     376  

Patent rights

   0     1     (1 )

Leasehold rights

   24     24     —    

Trademark rights

   0     1     (0 )

Software

   2,688     2,309     379  

Facility utility rights

   263     264     (1 )

Investments:

   179,436     225,598     (46,161 )

Investment securities

   94,492     143,506     (49,013 )

Stock investments in subsidiaries and affiliated companies

   54,270     53,214     1,055  

Other investments

   11     8     3  

Other investments in subsidiaries and affiliated companies

   3,733     3,265     467  

Long-term loans receivable

   26,363     25,355     1,008  

Long-term loans receivable from employees

   10     32     (21 )

Long-term prepaid expenses

   837     252     584  

Deferred tax assets

   327     —       327  

Other

   7,162     7,660     (497 )

Allowance for doubtful receivables

   (7,772 )   (7,696 )   (75 )
                  

Total assets

   736,496     814,886     (78,390 )
                  

 

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Table of Contents

Balance Sheets (Non-consolidated)

 

Liabilities and net assets        (In millions of yen)  
     March 31, 2009     March 31, 2008
(Reference)
    Change
(Reference)
 
     Amount     Amount     Amount  

Current liabilities:

   237,997     251,157     (13,160 )
                  

Trade notes payable

   5,563     7,019     (1,455 )

Trade accounts payable

   121,659     148,658     (26,999 )

Short-term borrowings

   22,512     18,524     3,987  

Lease obligations

   913     —       913  

Other accounts payable

   19,198     13,205     5,992  

Income tax payable

   —       6,058     (6,058 )

Accrued expenses

   29,115     32,187     (3,071 )

Advances received from customers

   4,573     1,790     2,782  

Deposits received

   22,600     20,757     1,843  

Provision for warranty costs

   3,112     2,710     401  

Provision for directors’ bonuses

   170     232     (62 )

Other

   8,578     11     8,566  

Long-term liabilities:

   89,435     103,780     (14,344 )
                  

Bonds

   40,000     40,000     —    

Long-term borrowings

   30,500     29,012     1,487  

Lease obligations

   1,485     —       1,485  

Deferred tax liabilities

   —       11,819     (11,819 )

Liabilities for severance payments to the employees

   10,273     15,640     (5,367 )

Other

   7,177     7,308     (131 )
                  

Total liabilities

   327,432     354,937     (27,504 )
                  

Shareholders’ equity

   383,478     404,136     (20,658 )
                  

Common stock

   84,070     84,070     —    

Capital surplus:

   73,057     73,057     —    

Additional paid-in capital

   73,057     73,057     —    

Retained earnings:

   235,282     250,632     (15,350 )

Legal reserve

   19,539     19,539     —    

Other retained earnings:

   215,742     231,093     (15,350 )

Reserve for special depreciation

   33     44     (10 )

General reserve

   211,742     202,442     9,300  

Unappropriated retained earnings

   3,967     28,607     (24,640 )

Treasury stock

   (8,931 )   (3,623 )   (5,307 )

Valuation, translation adjustments and others

   25,585     55,812     (30,226 )
                  

Unrealized holding gain on securities

   25,576     55,810     (30,234 )

Unrealized gain from hedging activities

   9     1     7  
                  

Total net assets

   409,063     459,948     (50,885 )
                  

Total liabilities and net assets

   736,496     814,886     (78,390 )
                  

 

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Table of Contents

Statements of Income (Non-consolidated)

 

         (In millions of yen)  
     Year ended
March 31, 2009
   Year ended
March 31, 2008
(Reference)
   Change
(Reference)
 
     Amount    Amount    Amount  

Net sales

   643,090    685,431    (42,340 )

Cost of sales

   521,796    526,888    (5,092 )
                

Gross profit

   121,294    158,543    (37,248 )
                

Selling, general and administrative expenses

   93,450    96,611    (3,160 )
                

Operating income

   27,844    61,932    (34,087 )
                

Non-operating income:

   14,079    18,138    (4,059 )

Interest income

   759    735    24  

Dividend income

   4,999    6,699    (1,699 )

Other

   8,320    10,704    (2,383 )

Non-operating expenses:

   16,263    15,712    551  

Interest expense

   1,278    1,078    200  

Other

   14,985    14,634    351  
                

Ordinary income

   25,659    64,357    (38,698 )
                

Extraordinary losses:

   11,716    —      11,716  

Surcharge on the Anti-Monopoly Law

   7,284    —      7,284  

Valuation losses on investment securities

   2,780    —      2,780  

Impairment losses on fixed assets

   1,650    —      1,650  
                

Income before income taxes

   13,943    64,357    (50,414 )
                

Income taxes:

   10,094    31,451    (21,357 )

Current

   1,519    17,525    (16,006 )

Previous years

   —      5,353    (5,353 )

Deferred

   8,575    8,573    1  
                

Net income

   3,849    32,906    (29,056 )
                

 

-39-


Table of Contents

Statement of Changes in Net Assets (Non-consolidated)

 

Year ended March 31, 2009

   (In millions of yen)

 

     Shareholders’ equity     Valuation, translation adjustments and others        
          Capital surplus    Retained earnings                                     
                    Other retained earnings                                     
     Common
stock
   Additional
paid-in

capital
   Legal
reserve
   Reserve for
special
depreciation
    General
reserve
   Unappro
-priated
retained
earnings
    Treasury
stock
    Total
shareholders’
equity
    Unrealized
holding

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

and others
    Total net
assets
 

Balance, March 31, 2008

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

Changes in this fiscal year

                             

Transfer of reserve for special depreciation

            2        (2 )     —            —       —    

Reversal of reserve for special depreciation

            (12 )      12       —            —       —    

Transfer of general reserve

              9,300    (9,300 )     —            —       —    

Dividends

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

Net income

                 3,849       3,849          —       3,849  

Purchase of treasury stock

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

Disposal of treasury stock

                 (7 )   30     22          —       22  

Net change of items other than shareholders’ equity

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

Total changes in this fiscal year

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

Balance, March 31, 2009

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

 

Year ended March 31, 2008 (Reference)

      (In millions of yen)

 

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

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

and others
    Total net
assets
 
                Other retained earnings               
      Additional
paid-in

capital
   Legal
reserve
   Reserve for
special
depreciation
    General
reserve
   Unappro
-priated
retained
earnings
              

Balance, March 31, 2007

   84,070    73,057    19,539    35     184,342    34,984     (41 )   395,987     96,380     0    96,381     492,369  

Changes in this fiscal year

                             

Transfer of reserve for special depreciation

            22        (22 )     —            —       —    

Reversal of reserve for special depreciation

            (14 )      14       —            —       —    

Transfer of general reserve

              18,100    (18,100 )     —            —       —    

Dividends

                 (16,776 )     (16,776 )        —       (16,776 )

Net income

                 32,906       32,906          —       32,906  

Purchase of treasury stock

                   (7,997 )   (7,997 )        —       (7,997 )

Disposal and retirement of treasury stock

                 (4,398 )   4,415     17          —       17  

Net change of items other than shareholders’ equity

                     —       (40,569 )   0    (40,569 )   (40,569 )

Total changes in this fiscal year

   —      —      —      8     18,100    (6,377 )   (3,582 )   8,148     (40,569 )   0    (40,569 )   (32,420 )
                                                                   

Balance, March 31, 2008

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

 

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Table of Contents

Notes of Financial Statements (Non-consolidated)

Significant Accounting Policies

1. Valuation of Securities

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

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

2. Valuation of Inventories

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

3. Depreciation Method of Fixed Assets

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

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

Depreciation of lease assets corresponding to transactions of non-transfer ownership finance lease is computed by using the straight-line method, of which the term of validity stated as the leasing term. In the afore-mentioned transactions of non-transfer ownership finance lease, the Company uses accounting method for ordinary rental transactions for lease transactions started on and before March 31, 2008.

4. Basis for Allowances

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

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

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

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

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

Notes to Change in Accounting Policies

1. Accounting Standard for Measurement of Inventories

The Company adopted “Accounting Standard for Measurement of Inventories” (Accounting Standards Board of Japan (“ASBJ”) Statement No.9 issued on July 5, 2006) from the fiscal year ended March 31, 2009. As a result, operating income, ordinary income, and income before income taxes for the year ended March 31, 2009, decreased by ¥ 323 million, respectively.

“Loss on disposal of inventories” which was previously included in non-operating expenses, is included in cost of sales from the fiscal year ended March 31, 2009, due to the same source as “valuation losses on inventories” based on this standard. As a result, operating income decreased by ¥ 651 million, however, there is no impact on ordinary income and income before income taxes.

2. Accounting Standard for Lease Transactions

The Company had treated transactions of non-transfer ownership finance lease in conformity with accounting method for rental transactions. However, from the year ended March 31, 2009, the Company adopts “Accounting

Standard for Lease Transactions” (ASBJ Statement No.13 issued on June 17, 1993, and revised on March 30, 2007) and “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No.16 issued on January 18, 1994, and revised on March 30, 2007). Accordingly, the Company treats transactions of non-transfer ownership finance lease in conformity with accounting method for ordinary sale and purchase transactions. This adoption of these standards does not have an impact for the result of operation.

In the afore-mentioned transactions of non-transfer ownership finance lease, the Company ongoingly uses accounting method for ordinary rental transactions for lease transactions started on and before March 31, 2008.

 

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Table of Contents

Notes to Balance Sheets

 

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

 

2. Receivables from subsidiaries and affiliated companies and payable to subsidiaries and affiliated companies
 

Short-term receivables from subsidiaries and affiliated companies

   ¥ 148,728 million
 

Long-term receivables from subsidiaries and affiliated companies

   ¥ 31,271 million
 

Short-term payables to subsidiaries and affiliated companies

   ¥ 30,709 million

 

3. Accumulated depreciation of tangible fixed assets
 

(Including accumulated impairment losses)

   ¥ 328,088 million

4. Contingent Liabilities:

  
 

(1) Guarantees

  
 

Guarantees for borrowings of subsidiaries and affiliated companies from financial institution

  
 

Siam Kubota Leasing Co., Ltd.

   ¥ 10,000 million
 

Siam Kubota Tractor Co., Ltd.

   ¥ 4,480 million
 

Tata Metaliks Kubota Pipes Ltd.

   ¥ 570 million
 

Others (26 companies)

   ¥ 768 million
          
 

Total

   ¥ 15,820 million
 

(2)    Notes discounted

   ¥ 227 million
Notes to Statements of Income   
  1. The amounts in the statements have been rounded down to the nearest million yen.   
  2. Transactions with subsidiaries and affiliated companies   

Sales to subsidiaries and affiliated companies

   ¥ 318,105 million

Purchases from subsidiaries and affiliated companies

   ¥ 61,376 million

Purchases from other transactions with subsidiaries and affiliated companies

   ¥ 6,857 million
  3. Surcharges on the Anti-Monopoly Law   
 

With regard to the sales of ductile iron straight pipes in Japan, the Company received a surcharge order of ¥ 7,072 million from the Fair Trade Commission of Japan (the “FTCJ”) based on the Anti-Monopoly Law on December 24, 1999. In an effort to appeal, the Company filed a petition for the initiation of hearing procedures and the procedures were conducted. On March 25, 2009, the Company received the preliminary decision, which ordered the Company to pay the surcharge of ¥ 7,072 million. The Company recorded the surcharge as extraordinary loss in the year ended March 31, 2009, while the Company filed a motion of objection to the FTCJ against the decision.

 

    The Company also recorded the surcharge of ¥ 212 million on the Anti-Monopoly Law regarding the domestic sales of spiral welded steel pipes as extraordinary loss.

 

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Table of Contents

Notes to Statement of Changes in Net Assets

 

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

 

2. Type and number of shares outstanding

 

Type of shares

   Number of shares
as of March 31, 2008
(thousand)
   Number of
shares increased
(thousand)
   Number of
shares decreased
(thousand)
   Number of shares
as of March 31, 2009
(thousand)

Common stock

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

Type and number of treasury stock

 

Type of shares

   Number of shares
as of March 31, 2008
(thousand)
   Number of
shares increased

(thousand)
   Number of
shares decreased
(thousand)
   Number of shares
as of March 31, 2009
(thousand)

Common stock

   4,946    8,571    41    13,476

Notes:

 

1.      

   The number of shares increased is as follows.   
   The increase due to the purchase of shares under the resolution at the Board of Directors’ Meeting held on March 25, 2008    3,000 thousand shares
   The increase due to the purchase of shares under the resolution at the Board of Directors’ Meeting held on September 25, 2008    5,400 thousand shares
   The increase due to the purchase of shares constituting less than one full unit    171 thousand shares
2.    The number of shares decreased is as follows.   
   The decrease due to sales of shares constituting less than one full unit    41 thousand shares

3. Dividend

 

(1) Details of dividend paid

 

Date of resolution

   Type of shares    Total amount
of dividend

(million)
   Dividend
per share
   Record date    Date of payment

Board of Directors’ Meeting on May 13, 2008

   Common stock    ¥ 10,247    ¥ 8    March 31, 2008    June 23, 2008

Board of Directors’ Meeting on November 7, 2008

   Common stock    ¥ 8,945    ¥ 7    September 30, 2008    December 5, 2008

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

 

Date of resolution

   Type of shares    Total amount
of dividend

(million)
   Resource
of dividend
   Dividend
per share
   Record date    Date of
payment

Board of Directors’ Meeting on May 13, 2009

   Common Stock    ¥ 8,907    Retained earnings    ¥ 7    March 31, 2009    June 22, 2009

Notes to Deferred Income Tax

 

1. Significant components of deferred tax assets   

Accrued bonus

   ¥ 4,207 million

Provision for warranty costs

   ¥ 1,263 million

Liabilities for severance payments to the employees

   ¥ 7,845 million

Valuation losses on securities

   ¥ 12,074 million

Other

   ¥ 8,062 million
      

Subtotal

   ¥ 33,453 million

Allowance for deferred tax assets

   ¥ (5,762) million
      

Total deferred tax assets

   ¥ 27,690 million
2. Significant components of deferred tax liabilities   

Unrealized holding gain on securities

   ¥ (17,481) million

Other

   ¥ (1,030) million
      

Total deferred tax liabilities

   ¥ (18,511) million
      

Net deferred tax assets

   ¥ 9,179 million

 

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Table of Contents

Notes to finance lease transactions

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

 

1. Acquisition costs

   ¥ 10,010 million  

2. Accumulated depreciation

   ¥ 6,353 million  
        

3. Future minimum lease payments

   ¥ 3,657 million  
        

(Current portion of future minimum lease payments included above

   ¥ 2,413 million )

4. Lease expenses (Depreciation expense)

   ¥ 3,871 million  
  Note. Acquisition costs and future minimum lease payments include interest expense since the balance of future minimum lease payments accounts for only a small percentage of tangible fixed assets as of the balance sheet date.

Notes to related party transactions

 

Type

  Subsidiary   Subsidiary

Name

  Kubota Tractor Corporation   The Siam Kubota Industry Co., Ltd.

Location

  California, U.S.A.   Pathumthani, Thailand

Common stock

  US$37 million   208 million baht

Operations

  Sales of tractors, small-sized construction machinery and other machinery in the U.S.A.   Manufacturing and sales of diesel engines and power tillers, and sales of tractors and other machinery in Southeast Asia, mainly in Thailand

Percentage of voting shares

  90.0*   51.0

Relationship

 

Sales of products of Kubota,

Interlocking Directors

 

Manufacturing and sales of products of Kubota,

Interlocking Directors

Contents of transaction

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

Amount of transaction

(¥ million)

  62,844   42,655

Accounts

  Trade accounts receivable   Trade accounts receivable

Balance, March 31, 2009

(¥ million)

  18,197   17,611

 

*  Indirect holding

Type

  Subsidiary   Subsidiary

Name

  Kubota Credit Co., Ltd.   Siam Kubota Leasing Co., Ltd.

Location

  Osaka, Japan   Pathumthani, Thailand

Common stock

  ¥350 million   750 million baht

Operations

  Retail financing business to purchasers of farm equipment, construction machinery and related products in Japan   Retail financing business to purchasers of tractors, combine harvesters and others in Thailand

Percentage of voting shares

  51.7
17.7*
  100.0*

Relationship

 

Retail Financing,

Interlocking Directors

  Guarantee of indebtedness

Contents of transaction

 

Lending

(Note 3, 4)

    

Interest receipt

(Note 3)

  Guarantee of indebtedness (Note 5)

Amount of transaction

  49,662      550   10,000
(¥ million)           

Accounts

 

Short-term

loans receivable

  Long-term
loans receivable
     Other
(current assets)
  —  

Balance, March 31, 2009

(¥ million)

  21,300   24,000      69   —  

 

* Indirect holding

Regarding amount in the above table, amount of transaction does not include consumption tax and balance at March 31, 2009 includes consumption tax.

 

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Table of Contents

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

Notes:

 

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

 

  2. Regarding amount of transaction and balance at March 31, 2009, amount of transactions by the intermediary Marubeni America Corporation is included.

 

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

 

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

 

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

Notes to Per Common Share Information

 

1. Net assets per share

   ¥  321.47

2. Net income per share

   ¥ 3.01

 


 

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Table of Contents

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

(Translation)

INDEPENDENT AUDITORS’ REPORT

May 5, 2009

 

To the Board of Directors of Kubota Corporation  
    Deloitte Touche Tohmatsu
   

Designated Partner,

Engagement Partner,

Certified Public Accountant:

    Akio Tsuchida
   

Designated Partner,

Engagement Partner,

Certified Public Accountant:

    Shojiro Yoshimura
   

Designated Partner,

Engagement Partner,

Certified Public Accountant:

    Koichiro Tsukuda

Pursuant to the fourth clause of Article 444 of the Corporate Law, we have audited the consolidated financial statements, namely, the consolidated balance sheet as of March 31, 2009 of Kubota Corporation and consolidated subsidiaries (“the Company”), and the related consolidated statements of income and shareholders’ equity, and the related notes for the fiscal year from April 1, 2008 to March 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2009, and the results of its operations for the year then ended in conformity with the recognition and measurement criteria of accounting principles generally accepted in the United States of America, as modified by the first clause of Article 120 of the accounting regulation of the Corporate Law of Japan (Refer to Notes of Consolidated Financial Statements, Basis of Preparation of Consolidated Financial Statements 1).

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

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

 

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Table of Contents

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

(Translation)

INDEPENDENT AUDITORS’ REPORT

May 5, 2009

To the Board of Directors of Kubota Corporation

 

Deloitte Touche Tohmatsu

 

Designated Partner,

Engagement Partner,

Certified Public Accountant:

 

Akio Tsuchida

 

Designated Partner,

Engagement Partner,

Certified Public Accountant:

 

Shojiro Yoshimura

 

Designated Partner,

Engagement Partner,

Certified Public Accountant:

 

Koichiro Tsukuda

Pursuant to the first item, second clause of Article 436 of the Corporate Law, we have audited the financial statements, namely, the balance sheet as of March 31, 2009 of Kubota Corporation (“the Company”) and the related statements of income and changes in net assets, and the related notes for the 119th fiscal year from April 1, 2008 to March 31, 2009, and the accompanying supplemental schedules. These financial statements and the accompanying supplemental schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the accompanying supplemental schedules based on our audit.

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

In our opinion, the financial statements and the accompanying supplemental schedules referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2009, and the results of its operations for the year then ended in conformity with accounting principles generally accepted in Japan.

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

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

 

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Table of Contents

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

(TRANSLATION)

AUDIT REPORT

In respect of the execution of duties of the Directors during the 119th fiscal year from April 1, 2008 to March 31, 2009, the Board of Corporate Auditors (hereinafter “we”), following the discussion among us, have prepared this audit report based on the audit report prepared by each Corporate Auditor, and hereby report as follows:

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

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

In accordance with the Standards for Auditing by Corporate Auditors, the audit policy, sharing of duties among auditors, and other audit-related items that were determined by us, each Corporate Auditor: communicated well with Directors, the internal auditing department, other employees, and other bodies; gathered information and improved the audit environment; attended the Board of Directors meetings and other important meetings; received reports from Directors and other employees on their execution of duties; requested explanations from them when necessary; reviewed documents concerning matters such as important decisions; and conducted inspections of the business and financial condition at Kubota Corporation’s Head Office and other principle offices. Each Corporate Auditor also monitored and verified: the Board of Directors’ resolution on a system to ensure that the directors’ execution of their duties comply with laws and Kubota Corporation’s Articles of Incorporation, and also comply with the establishing and improving structure prescribed in the Corporate Law Enforcement Regulation Article 100 Paragraphs 1 and 3 to ensure that joint-stock company’s operations are carried out appropriately; and a system (internal control systems) established based on the said resolution. Each Corporate Auditor strove to communicate well and exchange information with the subsidiaries’ Directors and Corporate Auditors, and inspected some subsidiaries whenever necessary. Through these methods, each Corporate Auditor examined the business report for the 119th period and the supplementary schedules for the fiscal year under review.

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

2. Results of the Audit:

 

(1)

Results of the Audit for the Business Report

 

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

 

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

 

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

 

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

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

 

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

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

May 12, 2009

 

The Board of Corporate Auditors of Kubota Corporation  
Corporate Auditor (full time)   Junichi Maeda
Corporate Auditor (full time)   Yoshiharu Nishiguchi
Corporate Auditor (Outside Corporate Auditor)   Yoshio Suekawa
Corporate Auditor (Outside Corporate Auditor)   Yuzuru Mizuno
Corporate Auditor (Outside Corporate Auditor)   Masanobu Wakabayashi

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

 

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Table of Contents

SIGNATURES

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

 

  KUBOTA CORPORATION
Date: June 8, 2009   By:  

/s/ Shigeru Kimura

  Name:   Shigeru Kimura
  Title:  

Director and Executive Officer

General Manager of Finance & Accounting Department