6-K 1 d6k.htm FORM 6-K 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 2003.

 

Commission File Number: 2-58155

 


 

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 Rule12g3-2(b) : 82-            

 


 


Table of Contents

Information furnished on this form:

 

EXHIBITS

 

Exhibit
Number


    
1.   

Convocation notice for the 113th ordinary general meeting of shareholders

2.   

Resolution of the ordinary general meeting of shareholders

 


Table of Contents

(Translation)

 

June 10, 2003

 

To: Shareholders

 

CONVOCATION NOTICE FOR

THE 113th ORDINARY GENERAL MEETING OF SHAREHOLDERS

 

Dear Sirs:

 

Notice is hereby given that the 113th Ordinary General Meeting of Shareholders of the Company will be held as described hereunder. Your attendance is respectfully requested.

 

Date and Time:    10:00 a.m. on Thursday, June 26, 2003

Place:

   Convention Hall of the Company
     2-47, Shikitsuhigashi 1-chome, Naniwa-ku, Osaka

 

Matters for which the meeting is held:

 

Matters to be reported:

Balance sheet as of March 31, 2003 and the statement of operation and the

business report for the 113th period (from April 1, 2002 to March 31, 2003).

 

Matters requiring resolutions:

 

1st Subject for Discussion:

Matters concerning the approval of proposed appropriation of

unappropriated retained earnings for the 113th period.

 

2nd Subject for Discussion:

Matters concerning purchase of treasury stock.

 

Summary of the agenda is described in the referential materials for

exercise of voting rights on pages 21.

 

3rd Subject for Discussion:

Matters concerning partial amendment to the Articles of Incorporation.

 

Summary of the agenda is described in the referential materials for

exercise of voting rights on pages 21 and 24.

 

4th Subject for Discussion:

Matters concerning election of 10 directors.

 

5th Subject for Discussion:

Matters concerning election of 3 corporate auditors.

 

6th Subject for Discussion:

Matters concerning payment of retirement allowances to retiring directors

and retiring corporate auditors.

 

If you are unable to attend the meeting, we cordially request that you study the referential materials annexed hereto, indicate your approval or disapproval of the proposals on the enclosed form of voting exercise card with your signature thereon and return it to us or exercise voting rights through Voting Rights Website (http://www.web54.net)

 

(Please look at page 29 “Exercise of Voting Rights using the Internet”)

 

When you attend the meeting, please present the enclosed form of voting exercise card at the reception desk of the meeting. When you exercise voting rights through Voting Rights Website, please use the Exercise of Voting Rights Code and temporary password written on the right of the voting exercise card.

 

Yours very truly,

 

Hatakake Daisuke

President and

Representative Director

KUBOTA CORPORATION

2-47, Shikitsuhigashi 1-chome

Naniwa-ku, Osaka

 

 

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Table of Contents

REFERENTIAL MATERIALS FOR THE MATTERS

 

TO BE REPORTED AND THE 1ST SUBJECT FOR DISCUSSION

 

Business Report for the 113th Period

(From April 1, 2002 to March 31, 2003)

 

1. Overview of Operations

 

(1) Business Results and Future Challenges

 

General Conditions

 

During the period under review, Japanese economy showed some indications of recovery such as brisk exports in the first half of the period. However consumption or capital expenditures remained sluggish. In the second half of the period, there were growing concerns over the future in Japanese economy because of worsening deflation, sharp falls of stock prices or uncertain situation in the world, and Japanese economic condition appeared to stagnate rapidly.

 

Under these difficult economic conditions, Kubota Corporation has been working earnestly to achieve favorable business result by pushing forward our structural reform “the Medium-Term Management Strategy”.

 

As for domestic sales, due to decreasing demand and a fall in product prices, sales in all business divisions decreased. However, export sales increased substantially centering around North America. As a result, the net sales of Kubota remained at the same level as the previous fiscal year, ¥672.4 billion.

 

At the profit level, due to the increase in operating income and improvement of non-operating income and expenses, the ordinary income increased to ¥26.7 billion by ¥2.7 billion compared with prior year. Kubota Corporation recognized a special gain related to the transfer to the government of the substitutional portion of the pension benefit obligation and related plan assets on an approval basis. However, due to the large valuation losses on marketable securities and those on the stocks of our subsidiaries, and special retirement allowance for the voluntary early retirement program ended March 2003, the bottom line became a net deficit of ¥8.2 billion.

 

Results by Product Group

 

In the Industrial & Material Systems Group, sales of ductile iron pipes, which are the mainstay of this division, were reduced compared with the previous fiscal year. This is because the domestic demand declined sharply, despite favorable exports to the countries in the Middle East.

 

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Sales of Spiral-Welded Steel Pipes were flat, but sales of Polyvinyl Chloride Pipes were reduced, reflecting the sluggish demand from both the public and private sectors. Sales of Valves advanced, owing to the high level orders in the previous year. Sales of Industrial Materials declined because the domestic sales decreased, offset by increased exports. Overall, sales of this group were ¥165.0 billion, down by ¥6.8 billion from prior year.

 

In the Farm & Industrial Machinery Group, Kubota aggressively promoted sales by introducing new models of tractors with higher performance and price competitiveness although the market for farm equipment was lackluster influenced by the lower price of the crops and ongoing reduction in rice acreage. Accordingly, sales of farm equipment and engines increased compared with that of the previous fiscal year. As for exports, sales of tractors climbed thanks to the sales campaign in North America. Export of engines rose for original equipment manufacturers. Sales of construction machinery dipped because, in spite of much larger exports to North America, domestic sales fell by a reduction in public works spending. Sales of vending machinery and electric-equipped machinery decreased resulting from less capital expenditures by Japanese companies. In the end, sales of this group were ¥341.3 billion, up by ¥16.7 billion from prior year.

 

In the Environmental Engineering Group, sales in the Water & Sewage Engineering Division retreated due to the sluggish orders in previous fiscal year and the financial difficulties of local governments. Sales in Water Environmental Engineering Division increased by growth of new business field. Sales in Solid Waste Engineering Division were reduced sharply because orders for remodeling of incinerators to prevent dioxins from being generated settles. Sales of Pumps kept the same level as prior year and expanded market share, despite the decreasing demands of public works spending. As a whole, sales of this group were ¥117.8 billion, down by ¥9.2 billion compared with previous fiscal year.

 

In Housing Materials & Utilities Group, although the Company promoted to sell new models and aimed to expand its market share, sales of roofing materials shrank through the harsh competition against western type roofing materials under the slowdown of new housing starts. On the other hand sales of siding materials remained at the same level as previous fiscal year, by the promotion of new models and strengthening of its products line-up. Sales of Johkasou Systems increased compared with the previous fiscal year, because the company introduced new business organization which stuck to the sales region and planned to expand market share by the introduction of new models despite the decline in demand. As a result, total sales of this group were ¥48.1 billion, down by ¥0.8 billion from prior year.

 

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Capital expenditures

 

During the year, total capital expenditure by the Company amounted to ¥15.9 billion. These funds were allocated mainly for rationalizing production facilities.

 

Financing

 

During the year, the Company didn’t depend on debt for its capital expenditures.

 

Future Challenges

 

Looking ahead, private consumption and capital expenditures in Japan will be sluggish and public works spending will decrease negatively affected by the higher unemployment rate, lower income or other sluggish economic factors.

 

The world economy will also remain uncertain, for U.S. economy, which supports the world economy, started to show the signs of uncertainty. Accordingly the condition surrounding Japanese economy is expected to be as harsh as it is with an unclear future.

 

To overcome this harsh environment, and to achieve favorable business results and sustainable development, Kubota is determined to make steady progress with “Reforming the business and income structure”, “Reforming the organization” and “Finance strategy”, which are the main points of our “Medium-Term Management Strategy.” Concerning “Reforming the business and income structure”, Kubota grapples with improving the profitability of the public sector through emphasizing raising profitability of current businesses, while fortifying periphery businesses and establishing new businesses. In terms of “Reforming the organization”, as we’ve been committing, Kubota has tried to build a new management system whereby each business division operates as if it were an independent entity, to streamline the corporate staff department, and to implement the new program for human resources management emphasized on individual achievements. In addition, as for “the Finance strategy”, Kubota resolved to trim the interest-bearing debt by the reduction of inventory and effective capital expenditure.

 

In closing, we ask our shareholders for their continued support and encouragement.

 

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Table of Contents

Net Sales by Product Group

 

 

    

Net sales

(In billions of yen)


   Percentage of
previous period


    Percentage of
total sales


 

Industrial & Material Systems Group

   165.0    96.0 %   24.5 %

Farm & Industrial Machinery Group

   341.3    105.2     50.8  

Environmental Engineering Group

   117.8    92.7     17.5  

Housing Materials & Utilities Group

   48.1    98.4     7.2  
    
  

 

Total

   672.4    100.0     100.0  

 

 

Note

 

The Industrial & Material Systems Group was instituted by the integration of Pipe & Fluid Systems Engineering Group and Materials Group on September 1, 2002.

 

(2) Financial Highlights

 

  (1)   Results by Situation of Consolidation

 

Overview of certain consolidated financial statement information of the Company is as follows:

 

Year

(period)


  

2000

(110 th)


  

2001

(111 th)


  

2002

(112 th)


  

2003

(113 th)


 

Net Sales (in billion of yen)

   974.5    984.7    965.7    926.1  

Income before income taxes, minority interest in earnings of subsidiaries, and equity in net income (loss) of affiliated companies (in billion of yen)

   25.0    60.7    28.6    6.1  

Net Income (in billion of yen)

   16.4    9.7    9.5    (8.0 )

Net Income per share (in Yen)

   11.65    6.95    6.78    (5.84 )

Total assets (in billion of yen)

   1,320.6    1,290.7    1,200.1    1,139.0  

Shareholders’ equity (in billion of yen)

   449.6    434.9    394.9    315.4  

Shareholders’ equity per share (in Yen)

   318.98    308.54    284.07    234.45  

 

Notes

 

  1.   The mark of triangle indicates deficit.

 

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

 

The numerical value for the prior period have been reclassified to conform to the presentation for 113th period.

 

  (2)   Results by Situation of Non Consolidation

 

Year

(period)


  

2000

(110 th)


  

2001

(111 th)


   

2002

(112 th)


  

2003

(113 th)


 

Net Sales (in billion of yen)

   736.3    704.4     672.5    672.4  

Ordinary income (in billion of yen)

   23.0    30.7     23.9    26.7  

Net income (in billion of yen)

   13.9    (34.9 )   0.1    (8.2 )

Net income per share (in Yen)

   9.91    (24.79 )   0.09    (6.03 )

Total assets (in billion of yen)

   947.4    998.6     943.2    858.8  

Shareholders’ equity (in billion of yen)

   407.6    418.8     371.7    329.1  

Shareholders’ equity per share

   289.17    297.12     267.26    244.48  

(in Yen)

                      

 

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Notes

 

  1.   The mark of triangle indicates deficit.

 

  2.   Net income per share is calculated based on the weighted average number of outstanding common shares for the period. Shareholders’ equity per share is calculated based on number of outstanding common shares at the end of the period. Since prior year, these per share amounts has been calculated after deducting the number of treasury stock.

 

During the 111th period, despite increases of domestic sales in the Materials Group and the Farm & Industrial Machinery Group; the sales of other groups and export sales to North America declined sharply. As a result, net sales decreased. As for the profit, the ordinary income increased due to such countermeasures as reductions in personnel cost, general administrative expenses, cost of sales and an improvement of the capital efficiency. However despite those efforts a net loss was recorded during the period, primarily because of the recognition of a net employee benefit trust obligation due to the introduction of a new accounting standard and the appraisal loss on stock of subsidiaries.

 

During the 112th period, despite increases of domestic sales in the Environmental Engineering Group; the sales of other groups including Pipe & Fluid Systems Engineering Group and export sales to EU or North America declined sharply. As a result, by sharp reduction of sales, net sales under review were 672.5 billion, down by ¥31.8 billion compared with prior year. Ordinary income was ¥23.9 billion, down by ¥6.7 billion compared with prior year. By such extraordinary losses as the loss from disposition of subsidiaries, mainly attributed to transfer of shares of Kubota House Co., Ltd, net income was 0.1 billion.

 

Performance during the 113th period is described in item (1) of this section

 

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Table of Contents

2. Operations of the Company (as of March 31, 2003)

(1) Main Line of Business

 

Industrial & Material Systems Group

Ductile Iron Pipe, FW (Filament Winding) Pipe, Spiral Welded Steel Pipe (Steel Pipe Pile, Steel Pipe Sheet Pile), Preinsulated Pipe, Plastic Pipe (Unplasticized Polyvinyl Chloride Pipe, Polyethylene Pipe, various kinds of Plastic Pipe, Plastic Lining Steel Pipe, Plastic Valves), Valves (for water supply, sewage system, electric power, gas, petrochemical plant and other industrial plant use)

 

Industrial Materials (Reformer Tubes, Cargo Oil Pipe, Suction Roll Shells for the paper industry, Cast Steel Products, Rolls for Steel Mills, Castings for engines, Ceramics, TXAX (friction materials), G-Columns, G-Pile, Ductile Tunnel Segment, Cast-iron Soil Pipe

 

Farm & Industrial Machinery Group

Farm Equipment (Tractors, Tillers, Power Tillers, Combine Harvesters, Reaper Binders, Harvesters, Rice Transplanters), Ancillary Tools and Implements for Agriculture (Implements, Attachments, Rice Dryers, Vegetable Transplanters, Vegetable Harvesters, Multipurpose Warehouse, Cleaning and Vending Machines for Rice, Small Auto-trucks for agricultural use, Electric Scooter, Automatic Rice Cooker and other equipment for agricultural use), Farm Facilities (Cooperative Facilities for rice drying and rice seedling, Rice Mill Plant, Dairy and Stock Raising Facilities, Gardening Facilities, Cooperative separating facilities for fruits and vegetables), Outdoor Power Equipment (Lawn and Garden Equipment, Lawn Mower), Engines (for farming, construction and industrial machinery and generators), Construction Machinery (Mini Excavators, Wheel Loaders, Carriers, Tractor Shovels, Welders, Generators and other construction machinery related products), Vending Machines (for drinks, tobaccos, tickets), Electronic Equipped Machinery (Scales, Weighing and Measuring Control System and CAD Systems), Air-conditioning Equipment, Photovoltanic Roofing, Foundry Plant Engineering,

 

Environmental Engineering Group

Water and Sewage Engineering Plant (Sewage Treatment Plants, Sewage Sludge Incineration and Melting Plants, Water Purification Facilities), Water Environmental Engineering Plant (Night-soil Treatment Plants, Submerged Membrane System for Night-soil and Wastewater Purification, Landfill Leachate Treatment Facilities, Soil Remediation Plants, Industrial Wastewater Treatment Plants, Livestock Wastes Treatment Plants, Food Wastes Treatment Plants), Solid Waste Engineering Plant (Refuse Incineration and Melting Plants, Industrial Waste Treatment Plants, Waste Pulverizing Plants, Waste Recycling Plants, Crushing Plants, Grinding Mills), Pumps (for water works, drainage, pressure, fire extinguisher and other use, Fountains, Mini Turbines, Irrigation and Water Supply Systems, Wastewater Treatment Facilities for Farming Communities)

 

Housing Materials & Utilities Group

Roofing Materials (Colored Cement Roofing Materials (“UrbanyGlassa”, “GracenoteGlassa”, “ZalfGlassa”, “SuperiorlGrande”, “MutoiseNEO”, “SuperiorlNEO”, “SavoryNEO” and “ColonialNEO”), and other roofing materials), Cement Siding Materials (“Excellage” “Ceradir” “Z-Tex”,), Dual-Use Johkasou Systems (Septic Tanks) and Bathtubs.

 

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(2) Main Offices and Factories

 

    

Name


  

Location


Offices

   Head Office    Osaka-shi
     Tokyo Office    Chuo-ku, Tokyo
     Hokkaido Regional Office    Sapporo-shi
     Tohoku Regional Office    Sendai-shi
     Chubu Regional Office    Nagoya-shi
     Chugoku Regional Office    Hiroshima-shi
     Shikoku Regional Office    Takamatsu-shi
     Kyushu Regional Office    Fukuoka-shi
     Hanshin Office    Amagasaki-shi
     Kyuhoji Business Center    Yao-shi
     Farm & Industrial Machinery Sapporo    Sapporo-shi
     Farm & Industrial Machinery Higashi-Nihon    Saitama-shi
     Farm & Industrial Machinery Nishi-Nihon    Sakai-shi
     Farm & Industrial Machinery Fukuoka    Fukuoka-shi
     Yokohama Branch    Yokohama-shi

Factories

   Mukogawa Plant    Amagasaki-shi
     Keiyo Plant    Funabashi-shi&Ichikawa-shi
     Sakai P.V.C. Pipe Plant    Sakai-shi
     Odawara Plant    Odawara-shi
     Shiga Plant    Kouga-gun, Shiga-ken
     Kashima Plant    Kashima-gun, Ibaraki-ken
     Ohama Plant    Sakai-shi
     Okajima Plant    Osaka-shi
     Amagasaki Plant    Amagasaki-shi
     Sakai Plant    Sakai-shi
     Utsunomiya Plant    Utsunomiya-shi
     Tsukuba Plant    Tsukuba-gun, Ibaraki-ken
     Sakai-Rinkai Plant    Sakai-shi
     Hirakata Plant    Hirakata-shi
     Ryugasaki Plant    Ryugasaki-shi

 

Note:   Mukogawa Plant was integrated with Amagasaki Plant and was named Hanshin Plant on April 1, 2003

 

(3) Employees (excluding temporary employees)

 

     Number of
employees


   Change from
previous period


    Average
age


   Average years
of service


Total/Average

   12,451    (705 )   41.2    19.8

 

(4) Stock Data

 

(1)Number of Authorized Common Shares

   2,000,000,000

(2)Number of Common Shares Outstanding

   1,409,808,978

(3)Number of Shareholders

   59,446

(4)Principal Shareholders (Top 10)

    

 

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Table of Contents

 

     (Thousands of shares)

Name


  

Number
of

Shares(*1)


  

% of

voting

shares


  

Kubota’s

holding(*2)


   %

Nippon Mutual Life Insurance Company

   110,530    8.25    —      —  

Japan Trustee Services Bank, Ltd

   97,017    7.24    —      —  

Trust & Custody Servises Bank, Ltd as Trustee for FUJI BANK, LIMITED Retirement Benefit Trust Account re-entrusted by Mizuho Trust and Banking Co., Ltd

   69,240    5.16    —      —  

The Meiji Mutual Life Insurance Company

   67,841    5.06    —      —  

The Master Trust Bank of Japan,Ltd.

   55,221    4.12    —      —  

The Dai-ichi Mutual Life Insurance Company

   49,386    3.68    —      —  

Sumitomo Mitsui Banking Corporation

   48,240    3.60    —      —  

Kubota Fund (Employees Stock Ownership Plan)

   40,838    3.04    —      —  

Mitsui Asset Trust and Banking Company, Limited

   35,903    2.68    —      —  

Sumitomo Life Insurance Company

   34,812    2.59    —      —  

 

(*1)   The number of Kubota’s common shares owned by the above-listed shareholders.
(*2)   The number of common shares of the above-listed shareholders owned by Kubota.

 

Notes:  

 

Kubota is not including it to the above large shareholder, although it is possessing a treasury stocks 63,713,589 stock.

 

(5) Purchase, Sale and Possession of treasury stock

 

1.   Purchased stock

 

Purchases pursuant to resolution of the Board of Directors based on Law on Special Exceptions to the Commercial Code Concerning Procedures for Cancellation of Shares and the Articles of Incorporation:

 

The number of shares acquired: 614,000

 

The amount of shares acquired: ¥233,541,000

 

Acquisition based on the regular time general meeting of stockholders resolution by the provision of commercial code Article 210

 

The number of shares acquired: 43,916,000

 

The amount of shares acquired: ¥14,641,001,000

 

Acquisition of shares less than the minimum unit

 

The number of shares acquired: 441,757

 

The amount of shares acquired: ¥141,073,488

 

2.   Sold stock:

 

The number of shares sold: None

 

The amount of shares sold: None

 

3.   Retired Stock:

 

None

 

4.   Possession of stock at the end of the period:

 

The number of shares: 63,713,589

 

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(5) Situation of Consolidation

 

(1) Situation of Important Subsidiaries

 

Name

  Common stock

  

% of Voting

Shares


 

Major operations


Kubota Construction Co., Ltd.   ¥1.0 billion    100.0   Design and construction of water supply systems, sewage systems, pipe laying and civil engineering
Kubota Credit Co., Ltd.   ¥0.3 billion   

   51.2

    13.6*

  Financing to purchasers of farm equipment, construction machinery and related products in Japan
Kubota Lease Corporation   ¥0.05 billion    100.0   Maintenance lease of automobile and forklift. Finance lease of facilities, machinery, OA equipment, vending machines and other equipment
Kubota Maison Co., Ltd   ¥4.8 billion    100.0   Development and sales of the Condominium, Sales and lease of real estate.
Kubota U.S.A., Inc.   US$167 million    100.0   Administration of subsidiaries in the U.S.A.
Kubota Tractor Corporation   US$ 37 million        90.0*   Sales of tractors, small-sized construction machinery and other machinery in the U.S.A
Kubota Credit Corporation, U.S.A.   US$ 8 million   

10.0

  90.0*

  Financing to purchasers of tractors and related products in the U.S.A.
Kubota Manufacturing of America
Corporation
  US$ 10 million    100.0*   Manufacturing and sales of tractors and implements
Kubota Engine America
Corporation
  US$ 10 million      90.0*   Sales, engineering and after-sales services of engines, engine parts, and engine accessories
Kubota Canada Ltd.   Can$ 6 million      80.0   Sales of tractors, engines, small-sized construction machinery in Canada
Kubota Metal Corporation   Can$15 million    100.0   Manufacturing and sales of cast steel products in North America, mainly in Canada
Kubota Europe S.A.S.   EUR 11 million      73.8   Sales of tractors, tillers, engines and small-sized construction machinery in Europe, mainly in France
Kubota Baumaschinen GmbH   EUR 14 million    100.0   Manufacturing and sale of small-sized construction machinery in Europe, mainly in Germany
Kubota (Deutschland) GmbH   EUR 3 million      80.0   Sales of tractors, engines, small-sized construction machinery and other machinery in Germany
Kubota (U.K.) Limited.   £2 million      60.0   Sales of tractors, tillers, engines small-sized construction machinery and other machinery in England and Ireland

 

* Indirect holding

 

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Note

 

Kubota transferred shares of Kubota Lease Corporation to Sumisho Auto Leasing Corporation on April 1, 2003.

 

The number of consolidated subsidiaries is 118 (including the above-listed 15), a decrease of 1 subsidiary from the previous period. The number of companies in which Kubota’s investments are accounted for by the equity method on its consolidated financial statements is 47, a decrease of 3 from the previous period.

 

Consolidated net sales for the 113th period amounted to ¥926.1 billion.

 

(Consolidated net sales for the 112th period amounted to ¥965.7billion.)

 

Consolidated net deficit for the 113th period amounted to ¥8.0 billion.

 

(Consolidated net income for the 112th period amounted to ¥9.5 billion.)

 

The consolidated financial statements of the Companyhave been prepared in accordance with accounting principles generally accepted in the United States ofAmerica.

 

(6) Principal Creditors

 

Name


   Balance of the loan
(In billions of yen)


  

Number of Kubota’s common

shares owned by the creditor

(In thousands)


Mizuho Corporate Bank, Ltd

   ¥ 30.0    13,148

Sumitomo Mitsui Banking Corporation

   ¥ 25.0    48,240

 

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(7) Directors and Corporate Auditors

 

Abbreviation of Titles and Responsibilities:

 

C = Chairman, VC = Vice Chairman, RD = Representative Director, 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


C&RD    Osamu Okamoto     
P&RD    Yoshikuni Dobashi     

EMD

&RD

   Takeshi Oka    Tokyo Office,GM of Environmental Control Plant Consolidated Division
EMD    Tomomi Soh    GM of Industrial & Material Systems Consolidated Division
EMD    Mikio Kinoshita    GM of Farm & Industrial Machinery Consolidated Division, GM of Tractor Division
MD    Tatsuo Arata    GM of Technology Development Headquarters, GM of Hanshin Office
MD    Masakatsu Yamamoto    Manufacturing Planning & Promotion Dept., Corporate Information Technology Dept., Environmental Protection and Health & Safety Promotion Dept.
MD    Okihiro Asada    GM of Ductile Iron Pipe Division
MD    Tsuyoshi Hayashi    Construction Machinery Division, GM of Manufacturing Headquarters of Farm & Industrial Machinery Consolidated Division
MD    Yoji Okihara    Air Condition Equipment Division, Tokyo Administration Dept., GM of Tokyo Office
MD    Tadahiko Kinoshita    GM of Housing Materials & Utilities Consolidated Division, GM of Housing & Building Materials Division
MD    Daisuke Hatakake    Corporate Planning & Control Dept., Finance & Accounting Dept., PV Business Planning & Promotion Dept., GM of Corporate Compliance Headquarters
MD    Masatake Matsui    GM of Materials Division
MD    Akio Nishino    Deputy GM of Environmental Control Plant Consolidated Division, GM of Water Environmental Engineering Division
D    Koh Shimizu    Deputy GM of Environmental Control Plant Consolidated Division
D    Toshi Nakajima    GM of R&D Dept. of Ductile Iron Pipe Division
D    Masaru Ishiguro    General Affairs Dept., GM of Secretary & Public Relations Dept.

 

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D    Akira Seike    Farm Facilities Division, GM of Sales Headquarters of Farm & Industrial Machinery Consolidated Division
D    ToshiyukiYotsumoto    GM of R & D Headquarters of Farm & Industrial Machinery Consolidated Division, GM of Hydraulic·Electronic Equipment & System Engineering Dept.
D    Tadahiko Urabe    GM of Plastic Pipe Division
D    Masateru Yoshikawa    GM of Manufacturing Headquarters of Ductile Iron Pipe Division
D    Yoshihiro Fujio    Personnel Dept., Environmental Protection and Health & Safety Promotion Dept. (assistant), GM of Head Office
D    Moriya Hayashi    GM of International Operations Headquarters of Farm & Industrial Machinery Consolidated Division, Deputy GM of Tractor Division
D *    Toshihiro Fukuda    Related Products Division, Deputy GM of Sales Headquarters of Farm & Industrial Machinery Consolidated Division
D *    Yasuo Masumoto    GM of Farm Machinery Division
CA    Masayoshi Fujita    Full-time
CA    Toshi Tanaka    Full-time
CA    Masamichi Nakahiro    Full-time
CA    Tohru Hirata     
CA    Sunao Kobayashi     

 

  Notes: 1.   Messrs. Masayoshi Fujita, Tohru Hirata, Sunao Kobayashi are the outside corporate auditors as provided for in Paragraph 1, Article 18 of the “Law Concerning Special Measures under the Commercial Code with respect to Audit, etc. of Corporations (Kabushiki-Kaisha)” of Japan.

 

  2.   Changes of Directors and Corporate Auditors during the fiscal year

 

  (1)   Persons indicated by an asterisk (*) in the above table were newly elected at the 112th Ordinary General Meeting of Shareholders held on June 26, 2002 and assumed their offices.

 

  (2)   Managing Director of the Company, namely Messrs. Mitsuo Iwanaga, Mitsuku Yamamoto, Toshio Kubo and Director, namely Mr. Nobuhiro Sakamoto retired at the conclusion of The 112th Ordinary General Meeting of Shareholders on June 26, 2002.

 

And Mr. Osamu Okamoto of Chairman and Representative Director and

Mr. Yoshikuni Dobashi of President and Representative Director resigned from office on March 31, 2003.

 

And in the same day, Mr. Takeshi Oka of Executive Managing Director and Representative Director resigned from office the position of the Representative.

 

Mr. Daisuke Hatakake of Managing Director became President and Representative Director on April 1, 2003.

 

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And in the same day, both Mr. Tomomi Soh and Mr. Mikio Kinoshita of Executive Managing Director became Executive Vice President and Representative Director.

 

Both Mr. Tsuyoshi Hayashi and Mr. Tadahiko Kinoshita of Managing Directors became Executive Managing Directors.

 

5 Directors, namely Messrs. Masaru Ishiguro, Akira Seike, Toshiyuki Yotsumoto, Yoshihiro Fujio and Moriya Hayashi became Managing Directors.

 

Note: All figures in this Business Report have been rounded down.

 

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Balance Sheet

 

     as of March 31, 2003

 
     (In millions of yen)  

Current assets:

   ¥ 473,715  

Cash and deposits

     38,999  

Trade notes receivable

     63,235  

Trade accounts receivable

     224,006  

Finished goods

     38,087  

Semi-finished goods

     8,319  

Work-in-process

     17,164  

Raw materials

     6,501  

Supplies

     2,126  

Prepaid expenses

     1,719  

Deferred tax assets

     22,395  

Short-term loans receivable

     72,776  

Other current assets

     10,040  

Allowance for doubtful receivables

     (31,659 )

Non current assets:

   ¥ 385,178  

Property, plant and equipment, net of accumulated depreciation:

     187,582  

Buildings

     49,361  

Structures

     7,416  

Machinery and equipment

     48,626  

Transportation equipment

     165  

Tools, furniture and fixtures

     6,646  

Land

     71,798  

Construction in progress

     3,567  

Intangibles:

     4,964  

Patents

     30  

Leasehold rights

     53  

Facility utility rights

     296  

Software

     4,583  

Investments:

     192,630  

Investment securities

     80,155  

Stock investments in subsidiaries

     40,191  

Other investments

     1,411  

Other investments in subsidiaries

     2,987  

Long-term loans receivable

     26,018  

Long-term loans receivable from employees

     15  

Long-term prepaid expenses

     589  

Deferred tax assets

     51,269  

Other non-current assets

     12,462  

Allowance for doubtful receivables

     (22,469 )

Total assets

   ¥ 858,893  
    


 

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     as of March 31, 2003

 
     (In millions of yen)  

Liabilities:

   ¥ 529,792  

Current liabilities:

     349,548  

Trade notes payable

     17,478  

Trade accounts payable

     142,654  

Short-term borrowings

     63,556  

Current portion of bonds

     20,000  

Current portion of convertible debentures

     29,756  

Other accounts payable

     13,259  

Accrued income taxes

     7,332  

Accrued expenses

     36,260  

Advances received from customers

     4,215  

Deposits received

     13,794  

Reserve for warranty costs

     1,080  

Other current liabilities

     159  

Long-term liabilities:

     180,244  

Bonds

     10,000  

Convertible debentures

     38,140  

Long-term borrowings

     66,444  

Liabilities for severance payments to the employees

     63,943  

Liabilities for severance payments to the members of the board

     1,078  

Allowance for losses from guarantees of loans

     619  

Other long-term liabilities

     19  

Shareholders’ equity:

   ¥ 329,100  

Common stock

     78,156  

Capital surplus

     67,159  

Additional paid-in capital

     67,159  

Retained earnings

     194,134  

Legal reserve

     19,539  

Voluntary reserve

     181,968  

Reserve for special depreciation

     26  

General reserve

     181,942  

Unappropriated retained deficit

     7,373  

[Net loss for the period]

     [8,270 ]

Appraisal gains on stocks

     11,333  

Treasury stock:

     (21,682 )

Total liabilities and shareholders’ equity

   ¥ 858,893  
    


 

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Statement of Income

 

(Year ended March 31, 2003)

 

           (In millions of yen)  

Ordinary income and expenses

            

Operating income and expenses:

            

Revenue:

            

Sales

   672,439     672,439  

Cost and expenses:

            

Cost of sales

   514,613        

Selling, general and administrative expenses

   129,513     644,126  

Operating income

         28,312  

Non-operating income and expenses:

            

Non-operating income:

            

Interest

   593        

Dividends

   5,403        

Other

   3,757     9,754  

Non-operating expenses:

            

Interest

   2,239        

Other

   9,077     11,316  

Ordinary income

         26,750  

Extraordinary gain and loss

            

Extraordinary gain:

            

Gain on reversal of accrued retirement benefits from return of substituted portion of governmental welfare pension fund

   8,608     8,608  

Extraordinary loss:

            

Appraisal losses of the investment securities

   24,094        

Less from impairment of stock and other investment in subsidaries

   17,760        

Special retirement benefits

   4,634     46,489  

Loss before income taxes

         11,130  

Income Taxes:

            

Current

   9,600        

Deferred

   (12,460 )   (2,860 )

Net loss

         8,270  

Unappropriated retained earnings carried forward

         5,012  

Interim dividends

         4,115  

Unappropriated retained deficit at end of the period

         ¥7,373  

 


Proposed Appropriations of Unappropriated Retained Earnings

 

     (In yen)

Unappropriated retained deficit at end of the period

   7,373,573,160

Reversal of reserve for general reserve

   16,000,000,000

Total

   8,626,426,840

Proposed appropriations

    

Cash dividends (¥3.00 per share)

   4,038,286,167

Transfer to reserve for special depreciation

   9,523,045

Unappropriated retained earnings to be carried forward

   4,578,617,628

 

Significant accounting policies

 

1.   Valuation of securities

 

Securities of subsidaries and associated companies are valued cost determined by the moving avarage method. Marketable securities are valued at their fair values, which are determined at fiscal year end. Unrealized holding gains and losses on marketable securities are excluded from earnings and are reported as a separate component of shareholders’ equity. Gains and losses on sales of marketable securities are computed based on the moving-average cost method. Non marketable securities are valued at cost, which is determined by the moving-average method.

 

2.   Valuation of inventories

 

Finished goods and work-in-process which are manufactured under specific production orders are stated at cost on the specific identification method. Other inventories are stated at cost determined by the moving average method.

 

3.   Depreciation of property, plant and equipment is computed using the declining-balance method.

 

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4.   Allowance for doubtful receivables is stated in amounts considered to be appropriate based on the company’s past credit loss experience and an evaluation of potential losses in the receivables outstanding.

 

5.   Reserve for warrantly costs are computed to be applied to the voluntary repair cost of product on reslt of the past.

 

6.   Liabilities for severance payments to the employees are stated at an amount computed under an actuarial method. The amount is calculated as the projected benefit obligation and fair value of plan assets.

The unrealized prior service costs and actuarial loss are being amortized using the straight-line method over the participants’ average remaining service period. The actuarial gains and losses are being amortized using the declining-balance method over the same period. As a result of enactment of the “Defind Contribution Coroporate Pension Plan Law”, the company was approved by Minystry of the Health, Labor and Welfare for the exemption from the obligation for benefits related to future employee service under the substitutional portion on January 30, 2003.

The company has applied the provisional treatment under Clause 47-2 of “Practical Guidance for Accounting of Retirement Remuneration (Interim Report)” (Report No.13 of the Committee of Accounting System of Japanese Certified Public Accountants), and recognized the gain related to the transfer to the government of the substitutional portion of the benefit obligation and related plan assets on the approval date, January 30, 2003.

The company has recognized the special gain of 8,608 million yen, and has estimated the related plan assets amount of 91,948 million yen as of March 31, 2003.

 

7.   Liabilities for severance payments to the members of the board are stated at the amount that would be required if all members of the board retired at the balance sheet date. These liabilities are regulated by Article 287-2 of the Japanese Commercial Code.

 

8.   Allowance for losses from guarantees of loans is computed at the estimated losses relating to the guarantee rendered. This allowance is regulated by Article 287-2 of the Japanese Commercial Code.

 

9.   Consumption taxes receivable and payable are accounted for on the net of tax method.

 

10.   From this fiscal year, the Company adopted Accounting Standards Board Statement No.1 “Accouting Standards for the Company’s Own Share and the Withdrawal of Legal Reserve.” This adoption was not material to the earnings for this fiscal year.

The Company disclosed shareholders’ equity as of March 31, 2003 in the balance sheet in accordance with The Commercial Code Enforcement Regulation came into effect in April, 2002.

 

11.   From this fiscal year, the Company adopted Accounting Standards Board Statement No.2 “Accouting Standards for Earnings per Share” and Implementation Guidance for Application of Accounting Standards Board Statement No.4 “Implementation Guidance for application of Accounting Standards for Earnings per Share”.

These adoptions didin't affect the previous result.

 

Notes to Balance Sheet

1.

  All figures are rounded down to the nearest million yen.     

2.

  Short-term receivables from subsidiaries    ¥111,130 million
    Long-term receivables from subsidiaries    ¥29,368 million
    Short-term payables to subsidiaries    ¥27,392 million
    Long-term payables to subsidiaries    ¥19 million

3.

  Accumulated depreciation for property, plant and equipment    ¥387,261 million

4.

  In addition to the Property, Plant and Equipment on the balance sheet, the Company leases certain metal patterns for production use and computers and peripheral equipment under lease agreements.

5.

  Major accounts in the assets and liabilities, denominated in foreign currencies
    Trade accounts receivable    US$ 201,768 thousand (¥24,252 million)
    Stock investments in subsidiaries    US$ 177,191 thousand (¥27,170 million)

6.

  Assets collateralized     
    Property, plant and equipment    ¥132 million

7.

  Notes discounted    ¥1,711 million
    Loans guaranteed    ¥8,858 million

8.

  With regard to the sale of ductile iron straight pipe in Japan, the Company received a surcharged order of ¥7,072 million from the Fair Trade Commission based on the Anti-Monopoly Law on December 24, 1999. In an effort to appeal, the Company has filed a petition for the initiation of hearing procedures.
    As a result of the decision to begin the procedures, afore-mentioned surcharge order had temporarily been suspended; however the hearing on the surcharge is again under progress.

9.

  Net loss per share    ¥6.03

10.

  The restriction amount for dividends is regulated by the Article 290-1-6 of the Japanese Commercial Code.
    The amount of net assets that increased due to the current price evaluation of marketable securities is 11,333 million yen.

 

Notes to Statement of Income

1.

   All figures are rounded down to the nearest million yen.     

2.

   Transactions with subsidiaries:     
     Sales to subsidiaries    ¥94,324 million
     Purchases from subsidiaries    ¥78,300 million
     Other transactions with subsidiaries    ¥814 million

 

Note to Proposed Appropriations of Unappropriated Retained Earnings

1.   Interim dividends in the amount of ¥4,115,764,686 (¥3.00 per share) were paid on December 10, 2002.

 

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INDEPENDENT AUDITORS’ REPORT

 

May 15, 2003

 

To the Board of Directors of Kubota Corporation

 

Tohmatsu & Co.

 

Representative Partner,

    Engagement Partner,

Certified Public Accountant:

    Nobuhide Doira                     

 

Representative Partner,

    Engagement Partner,

Certified Public Accountant:

    Seiichiro Azuma                 

 

Engagement Partner,

Certified Public Accountant:

    Koichiro Tsukuda                 

 

Pursuant to Article 2 of the “Law Concerning Special Measures under the Commercial Code with respect to Audit, etc. of Corporations (Kabushiki-Kaisha)” of Japan, we have audited the balance sheet, the statement of income, the business report (with respect to accounting matters only), the proposed appropriations of retained earnings and the supplementary schedules (with respect to accounting matters only) of Kubota Corporation for the 113th fiscal year from April 1, 2002 to March 31, 2003. The accounting matters included in the business report and supplementary schedules referred to above are based on the Company’s books of account.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

 

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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audit includes auditing procedures applied to subsidiaries as considered necessary.

 

As a result of our audit, in our opinion,

(1)   The balance sheet and the statement of income present fairly the financial position and the results of operations of the Company in conformity with the applicable laws and regulations of Japan and the Articles of Incorporation,
(2)   The business report (with respect to accounting matters only) presents fairly the Company’s affairs in conformity with the applicable laws and regulations of Japan and the Articles of Incorporation,
(3)   The proposed appropriations of retained earnings are in conformity with the applicable laws and regulations of Japan and the Articles of Incorporation, and
(4)   The supplementary schedules (with respect to accounting matters only) present fairly the information required to be set forth therein under the Commercial Code of 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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Transcript Copy of Audit Report of the Board of Corporate Auditors

(Translation)

 

AUDIT REPORT

 

In respect of the execution of duties of the Directors during the 113th fiscal period commenced on April 1,

2002 and ended on March 31, 2003, we, Board of Corporate Auditors, having been reported by each

Corporate Auditor on auditing method and the results thereof and following the discussion among us, have

prepared this audit report and hereby report as follows:

 

1.   Summary of the auditing method employed by each Corporate Auditor:

 

Each Corporate Auditor has conducted its audit in accordance with the auditing policy and allotment of duties as determined by the Board of Corporate Auditors.

 

  (1)   As for audit with respect to accounting, we have reviewed the accounting books and documents, examined the accounting statements and their supplemental schedules, heard from the independent public accountants of their plans and procedures of the audit, attended from time to time the performance by the independent public accountants of their audit, and requested their report on the results of their audit during and at the end of the fiscal period and at any other times whenever deemed necessary.

 

  (2)   As for audit with respect to business operations (other than accounting), we have attended the meetings of the Board of Directors and other important meetings, received reports on the operations of the Company from the Directors and employees in charge of the operations, reviewed important documents including those requiring approval of the executives, inspected the operations and the financial conditions of the head office and other principal offices and plants, requested reports on the operations of the subsidiaries when necessary, and conducted such other investigations as we considered necessary.

 

  (3)   As for competitive business by the Directors, transactions between the Company and the Directors, the free distribution of profits made by the Company, the extraordinary transactions between the Company and any of its subsidiaries or any shareholders, and the Company’s acquisition of its stock as treasury and disposal thereof, we have examined them in detail, in addition to our audit mentioned above, by inspecting the records of the related transactions held by relevant divisions, attending the meetings of the examination committee regarding expenditures, requesting such committee reports on each payment, as well as hearing from the persons concerned as we deemed necessary.

 

2.   Results of the audit:

 

  (1)   We have found that the auditing method employed by Tohmatsu & Co., independent public accountants, and the results thereof are appropriate and sufficient.

 

  (2)   We have found that the business report presents fairly the current position of the Company in conformity with applicable laws and regulations and the Articles of Incorporation.

 

  (3)   In the light of the financial conditions of the Company and other circumstances, we have found that there is no matter to be remarked in the proposed appropriations of unappropriated retained earnings.

 

  (4)   We have found that the supplemental schedules to the accounting statements present fairly the matters to be described therein and nothing has come to our attention which should be specifically noted herein.

 

  (5)   With respect to the execution of duties of the Directors including those related to the Company’s subsidiaries, we have recognized no improper conduct nor any material breach of applicable laws and regulations and the Articles of Incorporation.

 

As for competitive business by the Directors, transactions between the Company and the Directors, the free

distribution of profits made by the Company, the extraordinary transactions between the Company and any of

its subsidiaries or any shareholders, and the Company’s acquisition of its stock as treasury and disposal thereof,

we have recognized no violation of duties by any Director.

 

May 21, 2003

 

The Board of Corporate Auditors

Kubota Corporation

 

Masayoshi Fujita

Standing Corporate Auditor

 

Toshi Tanaka

Standing Corporate Auditor

 

Masamichi Nakahiro

Standing Corporate Auditor

 

Tohru Hirata

Corporate Auditor

 

Sunao Kobayashi

Corporate Auditor

 

(Note)   Masayoshi Fujita, Standing Corporate Auditor, Tohru Hirata and Sunao Kobayashi, Corporate Auditor, are the outside corporate auditors as provided for in Paragraph 1, Article 18 of the “Law Concerning Special Measures under the Commercial Code with respect to Audit, etc. of Corporations (Kabushiki-Kaisha)” of Japan.

 

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REFERENTIAL MATERIALS FOR EXERCISE OF VOTING RIGHTS

 

1.   Number of voting rights held by shareholders

 

1,339,384

 

2.   Subjects for discussion and referential materials

 

1st Subject for discussion:

 

Matters concerning approval of proposed appropriations of unappropriated retained earnings for the 113th period. Proposed appropriations of unappropriated retaind earnings are shown on page 18.

 

With regard to dividends, we would like to propose the year-end dividends of ¥3.00 per share, the same as the previous year, making the aggregate amount of dividends per year of ¥6.00 per share including the interim dividends already paid.

 

2nd Subject for discussion:

 

Summary of Proposal

 

Matters concerning purchases of treasury stock.

 

In order to execute the capital policy in a timely manner, it is proposed to purchase treasury stock, within the limits of 50 million shares and ¥20 billion, by next Ordinary General Meeting of Shareholders, pursuant to the Article 210 of the Japanese Commercial Code.

 

3rd Subject for discussion:

 

Matters concerning Partial Amendment to the Articles of Incorporation

 

Summary of Proposal and Reasons for Amendment

 

(1) Amendments to the object of the Company

 

In order to prepare for the diversification of the business of the Company into new business field, it is proposed to make an addition to the object of the Company and amend the item numbers.

 

(2) Amendments to comply with the revisions of the Commercial Code

 

These amendments are required to comply with the “Law Concerning Partial Amendment to the Law with Regard to the Commercial Code and Special Treatment of the Commercial Code in Relation to Audit, etc. of Kabushiki Kaisha (Limited Liability Stock Corporation)” (Law No. 149, 2001) which was implemented on May 1, 2002 to extend the term of office of Corporate Auditors from three (3) years to four (4) years. These amendments also address the “Law Concerning Partial Amendment to the Commercial Code, etc.” (Law No. 44, 2002) coming into effect April 1, 2003, thereby a provision was added to these Articles of Incorporation to increase the number of less than one share unit shares from the perspective of shareholder satisfaction and to introduce nullification system of share certificate. Furthermore, these amendments shall be included in these Articles of Incorporation so that a quorum for a shareholders’ meeting shall be ensured to adopt a special resolution.

 

(3) Shortening the term of office of directors

 

The term of office of directors shall be shortened to adapt to drastic change of business circumstances and to pursue even more flexible management strategy.

 

The details of the amendment are as follows:   (Changes are indicated by underline)

 

Present Article


 

Proposed Amendment


Article 2    (Object)

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

 

Article 2    (Object)

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

1.      – 20. (Description omitted)

 

1.      – 20. (No change)

(Newly added)

(Newly added)

21.    Any consulting business relating to each of the foregoing items; and

22.    Any other business ancillary to or relating to any of the foregoing items.

 

21.    Accounting and payroll administration services

22.    Copying, printing and bookbinding businesses

23.    Any consulting business relating to each of the foregoing items; and

24     Any other business ancillary to or relating to any of the foregoing items.

 

Present Article


 

Proposed Amendment


(Newly added)  

Article 7     (Make-up Purchase of Less Than One Share Unit Shares)

   

Any shareholder who has less than one share unit [tangen, in Japanese language] of shares of the Company (including beneficial shareholders; hereinafter the same interpretation being applicable) 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

 

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[tangen, in Japanese language] shares of the Company, in accordance with the Share Handling Regulations.

Article 7     (Record Date)

 

Article 8     (Record Date)

(1)    The Company shall deem the shareholders (including beneficial shareholders; hereinafter the same interpretation being applicable) who have the voting right and whose names are registered or recorded in the register of shareholders (including register of beneficial shareholders; hereinafter the same interpretation being applicable) at the close of March 31 each year to be the shareholders entitled to exercise shareholders’ rights at the ordinary general meeting of shareholders for the closing of accounts concerned.

 

The Company shall deem the shareholders who have the voting right and whose names are registered or recorded in the register of shareholders at the close of March 31 each year to be the shareholders entitled to exercise shareholders’ right at the ordinary general meeting of shareholders for the closing of accounts concerned.

Article 8     (Transfer Agent)

 

Article 9     (Transfer Agent)

(1)    The Company shall have a transfer agent for the shares of the Company.

 

(1)    The Company shall have a transfer agent for the shares of the Company.

(2)    The transfer agent and its handling office shall be designated by resolution of the Board of Directors and a public notice shall be given with regard thereto.

 

(2)    The transfer agent and its handling office shall be designated by resolution of the Board of Directors and a public notice shall be given with regard thereto.

(3)    The register of shareholders of the Company shall be kept at the handling office of the transfer agent and all the business relating to shares, such as registration of transfers of shares and purchase of less than one share unit shares, etc., shall be handled by the transfer agent and the Company itself shall not handle any such business.

 

(3)    The register of shareholders and the register of lost stock certificates of the Company shall be kept at the handing office of the transfer agent and all the business relating to shares, such as registration of transfers of shares, purchase of and request for make-up purchase relating to less than one share unit shares, etc. shall be handled by the transfer agent and the Company itself shall not handle any such business.

Article 9     (Share Handling Regulations)

In addition to those provided in these Articles of Incorporation, registration of transfers of shares, purchase of less than one share unit shares and any other business relating to the shares of the Company shall be in accordance with the Share Handling Regulations adopted by the Board of Directors.

 

Article 10  (Share Handling Regulations)

In addition to those provided in these Articles of Incorporation, registration of transfers of shares, purchase of and request for make-up purchase relating to less than one share unit shares and any other business relating to the shares of the Company shall be in accordance with the Share Handling Regulations adopted by the Board of Directors.

Present Article


 

Proposed Amendment


Article 10  (Convocation of General Meeting of Shareholders)

 

Article 11  (Convocation of General Meeting of Shareholders)

(Description omitted)

  (No change)

Article 11  (Chairman of General Meeting of Shareholders)

 

Article 12  (Chairman  of General Meeting of Shareholders)

(Description omitted)

  (No change)

Article12  (Method of Adopting Ordinary Resolution of General         Meeting of Shareholders)

 

Article 13  (Method of Adopting Resolution of General Meeting          of Shareholders)

 

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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.

 

(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.

(2)    A special resolution provided for in Article 343 of the Commercial Code shall be adopted at a general meeting of shareholders where shareholders representing one-third (1/3) or more of the voting rights of all shareholders are present and by two-thirds (2/3) or more vote of voting rights represented by shareholders present.

Article 13  (Exercise of Voting Right by Proxy)

 

Article 14  (Exercise of Voting Right by Proxy)

(Description omitted)

  (No change)

Article 15  (Number of Directors and Method of Election)

 

Article 16  (Number of Directors and Method of Election)

(Description omitted)

  (No change)

Article 16  (Term of Office of Directors )

 

Article 17  (Term of Office of Directors )

The term of office of Directors shall expire at the conclusion of the ordinary general meeting of shareholders held for the last closing of accounts within two (2) years from their assumption of office; provided, however, that the term of office of any Director who is elected to fill a vacancy shall be the remaining term of office of his predecessor.

 

The term of office of Directors shall expire at the conclusion of the ordinary general meeting of shareholders held for the last closing of accounts within one (1) years from their assumption of office; provided, however, that the term of office of any Director who is elected to fill a vacancy shall be the remaining term of office of his predecessor.

Article 17  (Directors with Special Titles and Representative          Directors)

 

Article 18  (Directors with Special Titles and Representative          Directors)

(Description omitted)

  (No change)

Article 21  (Number of Corporate Auditors and Method of          Election)

 

Article 22  (Number of Corporate Auditors and Method of          Election )

(Description omitted)

  (No change)

 

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Present Article


 

Proposed Amendment


Article 22  (Term of Office of Corporate Auditors)

 

Article 23  (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 for the last closing of accounts within three (3) years from their assumption of office; 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 for the last closing of accounts within four (4) years from their assumption of office; 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 23  (Full-time Auditors)

 

Article 24  (Full-timeAuditors)

(Description omitted)

  (No change)

Article 29  (Transfer Agent of Foreign Currency Debentures)

 

Article 30  (Transfer Agent of Foreign Currency Debentures)

         (Description omitted)

                     (No change)

 

4th Subject for discussion:

 

Matters concerning election of 10 directors.

 

The terms of 11 directors, namely Messrs. Daisuke Hatakake, Tomomi Soh, Masakatsu Yamamoto, Okihiro Asada, Masatake Matsui, Yoshihiro Fujio, Moriya Hayashi, Koh Shimizu, Toshi Nakajima, Tadahiko Urabe and Masateru Yoshikawa will expire at the conclusion of this Ordinary General Meeting of Shareholders, and 3 directors, namely Messrs. Takeshi Oka, Tatsuo Arata and Yoji Okihara will resign from their posts at the conclusion of this Ordinary General Meeting of Shareholders. Mr. Osamu Okamoto and Mr. Yoshikuni Dobashi resigned on March 31, 2003.Therefore, it is proposed to elect 10 directors.

 

The following persons are recommended as candidates for directors:

 

Candidate

Number


  

Name

(Birthday)


   Number of Company
Shares Owned


  

Brief Occupational History (including responsibilities in other companies)


1

   Daisuke Hatakake (June 29, 1941)    27,000 par value
Shares of the
Company
  

April, 1964
June, 1997

 

 

December, 1998

June, 1999

June, 2000

 

 

 

 

 

August, 2000

June, 2001

 

 

 

 

June, 2002

April, 2003

  

Joined the Company

General Manager of Coordination Dept. of Farm & Industrial Machinery Consolidated Division

General Manager of Corporate Planning & Control Dept.

Director of the Company

In charge of Compliance Auditing Dept., Business Alliance Dept. (assistant) Corporate Information Systems Planning Dept.(assistant) General Manager of Corporate Planning & Control Dept.

In charge of PV Business Planning & Promotion Dept.

Managing Director of the Company, in charge of Corporate Planning & Control Dept. and Finance & Accounting Dept.

In charge of Corporate Information Systems Planning Dept. (assistant)

General Manager of Corporate Compliance Headquarters

President & Representative Director of the Company (through now)

2

  

Tomomi Soh

(May 2, 1939)

  

31,000 par value
Shares of the

Company

  

April, 1962

June, 1993

January, 1996

 

 

 

 

October, 1996

June, 1998

April, 2000

June, 2000

 

 

 

October, 2001

July, 2002

 

April, 2003

 

  

Joined the Company

Director of the Company

General Manager of International Operations

Headquarters of Farm & Industrial Machinery

Consolidated Division

General Manager of Engine Division

Managing Director of the Company

In charge of Engine Division

Executive Managing Director of the Company

General Manager of Pipe & Fluid Systems Engineering Consolidated Division

In charge of Materials Division

General Manager of Industrial & Material Systems Consolidated Division (through now)

Executive Vice President and Representative Director of the Company, Tokyo Office (through now)

 

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3

  

Yoshihiro Fujio

(September 6, 1944)

  14,000 par value Shares of the Company   

April, 1967

February, 1995

April, 1998

December, 1998

June, 2000

June, 2000

June, 2001

 

 

June, 2002

 

October, 2002

 

April, 2003

  

Joined the Company

General Manager of Kyuhouji Plant

Ditto and General Manager of FA Engineering Dept.

General Manager of FA Sales Dept.

General Manager of Kyuhouji Plant

General Manager of Electronic Equipped Machinery Division

Director of the Company, in charge of Human Resources & Labor Relations Dept.

In charge of Personnel Dept, General Manager of Head Office (through now)

In charge of Environmental Protection and Health & Safety Promotion Dept

Managing Director of the Company, in charge of Secretary & Public Relations Dept and Health & Safety Planning & Promotion Dept. (through now)

4

  

Moriya Hayashi

(May 7, 1944)

  22,000 par value Shares of the Company   

April, 1969

October, 1995

June, 1999

June, 2001

October, 2001

January, 2002

 

 

 

April, 2003

  

Joined the Company

General Manager of Export Dept. of Tractor Division

President of Kubota Tractor Corporation

Director of the Company

Deputy General Manager of Tractor Division

General Manager of International Operations Headquarters of Farm & Industrial Machinery Consolidated Division. (through now)

Managing Director of the Company, General Manager of Tractor Division. (through now)

5

   Tadahiko Urabe
(October 26, 1943)
  23,643 par value Shares of the Company   

April, 1966

February, 1996

April, 1999

 

 

October, 1999

June, 2000

June, 2001

  

Joined the Company

General Manager of Polyethylene Pipe Dept.

General Manager of Sales Dept. (Water Supply Market) of Plastic Pipe Division

General Manager of Planning Dept. of Plastic Pipe Division

General Manager of Plastic Pipe Division (through now)

Director of the Company (through now)

6

  

Masateru Yoshikawa

(July 15, 1944)

  29,000 par value Shares of the Company   

April, 1967

July, 1994

June, 1997

June, 2000

June, 2001

June, 2001

 

 

June, 2003

  

Joined the Company

General Manager of Labor Relations Dept. of Mukogawa Plant

Deputy General Manager of Mukogawa Plant

General Manager of Funabashi Plant

Director of the Company (through now)

General Manager of Manufacturing Headquarters of Ductile Iron Pipe Division.

In charge of Environmental Protection Dept. (through now)

7

   Junichi Maeda
(May 23, 1945)
  9,000 par value Shares of the Company   

September, 1972

June, 2000

 

 

April, 2001

 

 

April, 2003

  

Joined the Company

General Manager of planning Dept. of Ductile Iron Pipe Division

Ditto and General Manager of Production Management Dept of Ductile Iron Pipe Division

General Manager of Ductile Iron Pipe Division (through now)

8

   Yoshiharu Nishiguchi
(January 29, 1947)
  14,000 par value Shares of the Company   

April, 1970

July, 1998

June, 2000

December, 2002

  

Joined the Company

General Manager of Accounting Dept

General Manager of Finance & Accounting Dept

General Manager of Compliance Auditing Dept (through now)

9

   Eisaku Shinohara
(August 25, 1947)
  14,000 par value Shares of the Company   

April, 1974

April, 1998

June, 1999

 

 

 

June, 2000

 

 

 

 

 

October, 2001

  

Joined the Company

General Manager of Vehicle Technology Generalization Dept.

Ditto and deputy General Manager of Construction Machinery Division

General Manager of Construction Machinery Division and General Manager of Planning Dept of Construction Machinery Division

Deputy General Manager of R&D Headquarters in Farm & Industrial Machinery Consolidated Division and General Manager of Vehicle Technology Generalization Dept (through now)

10

   Nobuo Izawa
(February 28, 1948)
  7,000 par value Shares of the Company   

April, 1971

April, 1998

June, 2001

April, 2002

  

Joined the Company

General Manager of Sales Dept. I of Pumps Division

General Manager of Pumps Division (through now)

Ditto and General Manager of Planning Dept of Pumps Division

 

Note: None of the candidates have special interest in the Company.

 

5th Subject for discussion:

 

Matters concerning election of 3 corporate auditors.

 

As the terms of 4 corporate auditors, namely Messrs. Toshi Tanaka, Masamichi Nakahiro, Tohru Hirata and Sunao Kobayashi will expire at the conclusion of this Ordinary General Meeting of Shareholders, it is proposed to elect 3 corporate auditors.

 

This Subject for Discussion was made in accordance with the agreement of the Board of Corporate Auditors.

 

The following persons are recommended as candidates for corporate auditors:

 

    

Name (Birthday)


  

Number of Company
Shares Owned


  

Brief Occupational History
(including responsibilities in other companies)


1

  

Masamichi Nakahiro

(June 28, 1941)

  

13,000 par value

Shares of the Company

  

April, 1941

June, 1991

 

 

June, 2000

  

Joined the Company

General Manager of Planning Dept of Environmental Control Plant

Consolidated Division

Corporate Auditor of the Company (through now)

 

 

-25-


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2

  

Susumu Sumikura

(January 1, 1943)

 

25,270 par value

Shares of the
Company

  

April, 1942

December, 1998

 

June, 1999

April, 2002

  

Joined the Company

General Manager of Planning Dept of Electronic Equipped machinery Division

General Manager of Business Alliance Dept

Corporate Planning & Control Dept (through now)

3

  

Teisuke Sono

(May 10, 1934)

 

Zero par value

Shares of the
Company

  

April, 1963

April, 1973

October, 1994

August, 1996

April, 2001

  

Deputy of Judge

Judge

Chief Justice of Kobe Family Court

Judge of Osaka High Court

The professor of International Buddhist University (through now)

 

Note: 1.  None of the candidates have special interest in the Company.

  2.   Mr.Teisuke Sono is the outoside corporate auditor as provide for in Paragraph 1, Article 18 of the “Law Concerning Special Measures under the Commercial Code with respect to Audit, etc. of Corporations (Kabusiki-kaisha)” of Japan.

 

6th Subject for discussion:

 

Matters concerning payment of retirement allowances to the retiring directors and the corporate auditors. Directors, Mr. Osamu Okamoto and Mr. Yoshikuni Dobashi resigned on March 31, 2003.

 

Directors, namely Messrs. Masakatsu Yamamoto, Okihiro Asada, Masatake Matsui, Koh Shimizu, Toshi Nakajima and 3 corporate auditors, namely Messrs. Toshi Tanaka, Tohru Hirata and Sunao Kobayashi expire at the conclusion of this Ordinary General Meeting of Shareholders, will retire from their post at the conclusion of this Ordinary General Meeting of Shareholders, when their terms of office will expire. Directors, namely Messrs. Takeshi Oka, Tatsuo Arata and Yoji Okihara will resign from their post at the conclusion of this Ordinary General Meeting of Shareholders.

 

It is proposed that retirement allowances be paid to them for their meritorious services rendered to the Company during their terms of office and the amount be within a reasonable amount with due consideration of the Company’s standard and precedent.

 

It is proposed that definite amount date and method of payment of such allowances for the directors be left to the discretion of the Board of Directors and for the corporate auditors be left to the discretion of the corporate auditors.

 

The brief occupational history of the retiring directors and the corporate auditors are as follows:

 

Name


   Brief Occupational History

Osamu Okamoto

  

June, 1988

June, 1990

June, 1992

June, 1998

April, 1999

  

Director of the Company

Managing Director of the Company

Executive Managing Director of the Company

Executive Vice president and Representative Director of the Company

Chairman and Representative Director of the company

Yoshikuni Dobashi

  

June, 1989

June, 1991

 

June, 1993

April, 1999

  

Director of the Company

Managing Director of the Company

 

Executive Managing Director of the Company

President and Representative Director of the Company

Takeshi Oka

  

June, 1992

June, 1995

June, 2000

April, 1999

  

Director of the Company

Managing Director of the Company

Executive Managing Director of the Company

Chairman and Representative Director of the company

Tatsuo Arata

  

June, 1996

June, 2000

  

Director of the Company

Managing Director of the Company

Masakatsu Yamamoto

   June, 1997    Director of the Company
     June, 2000    Managing Director of the Company

Okihiro Asada

  

June, 1997

June, 2000

  

Director of the Company

Managing Director of the Company

Yoji Okihara

  

June, 1998

June, 2001

  

Director of the Company

Managing Director of the Company

Masatake Matsui

  

June, 1999

June, 2002

  

Director of the Company

Managing Director of the Company

Koh Shimizu

   June, 1999    Director of the Company

Toshi Nakajima

   June, 1999    Director of the Company

Toshi Tanaka

   June, 2000    Corporate Auditor of the Company

Tohru Hirata

   June, 1990    Corporate Auditor of the Company

Sunao Kobayashi

   June, 1994    Corporate Auditor of the Company

 

-26-


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Editor’s notes.

 

1.   The financial statements included in this Notice of the Shareholders’ Meeting are prepared in accordance with accounting principles (and practices) generally accepted in Japan and include the accounts of the parent company only.

 

2.   All amounts shown in this Notice of the Shareholders’ Meeting have been rounded down.


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June 26, 2003

 

To: Shareholders     
    

Daisuke Hatakake

    

President and Representative Director

    

KUBOTA Corporation

    

2-47, Shikitsuhigashi 1-chome

    

Naniwa-ku, Osaka, Japan

 

Resolution of the Ordinary General Meeting of Shareholders

 

We take pleasure in informing you that the followings were duly reported and resolved at the 113th Ordinary General Meeting of Shareholders held on June 26, 2003. Each matter is as follows:

 

Matters reported

Balance sheets as of March 31, 2003 and the statement of income and the business report for the 113th period (from April 1, 2002 to March 31, 2003).

Contents of these documents were duly reported.

 

Matters resolved

1st Subject for discussion:

Matters concerning approval of proposed appropriations of unappropriated retained earnings for the 113th period.

The above proposal was approved and passed as proposed. With regard to dividends for the period, the year-end dividends were ¥3.00 per share.

 

2nd Subject for discussion:

Matters concerning purchases of treasury stock.

The above proposal was approved and passed as proposed. The details of the purchases are as follows.

The limits of the number of shares to be purchased: 50 million shares

The limits of the amount of shares to be purchased: ¥20 billion

 

3rd Subject for discussion:

Matters concerning Partial Amendment to the Articles of Incorporation.

The above proposal was approved and passed as proposed.

The summary of the amendments are as follows.

1. Amendments to the object of the Company

2. Amendments to comply with the revisions of the Commercial Code

3. Shortening the term of office of directors

 

4th Subject for discussion:

Matters concerning election of 10 directors.

Six persons, namely Messrs. Daisuke Hatakake, Tomomi Soh, Yoshihiro Fujio, Moriya Hayashi, Tadahiko Urabe and Masateru Yoshikawa were re-elected, and four persons, namely Messrs.Junichi Maeda, Yoshiharu Nishiguchi, Eisaku Shinohara and Nobuo Izawa were newly elected. All these elected assumed their offices respectively.

 


Table of Contents

5th Subject for discussion:

Matters concerning election of three corporate auditors.

One person, namely Mr. Masamichi Nakahiro was re-elected, and two persons, Mr. Susumu Sumikura and Mr. Teisuke Sono were newly elected. All these elected assumed their offices respectively. Mr. Teisuke Sono is the outside corporate auditor as provided for in Paragraph1, Article 18 of the “Law Concerning Special Measures under the Commercial Code with respect to Audit, etc. of Corporations (Kabusiki-kaisha)” of Japan.

 

6th Subject for discussion:

Matters concerning payment of retirement allowances to the retiring directors and the retiring corporate auditors.

It was approved that retirement allowances be paid to the retiring directors, namely Messrs. Osamu Okamoto, Yoshikuni Dobashi, Takeshi Oka, Tatsuo Arata, Masakatsu Yamamoto, Okihiro Asada, Yoji Okihara, Masatake Matsui, Koh Shimizu, Toshi Nakajima and to the retiring corporate auditors, namely Messrs. Toshi Tanaka, Tohru Hirata and Sunao Kobayashi. It was approved that the amount of such allowances be within a reasonable amount with due consideration of the Company’s standard and precedent. It was approved that definite amount, date and method of payment of such allowances for the retiring directors be determined atthe discretion of the Board of Directors and for the retiring corporate auditors be determined at the conference of the corporate auditors.

 

Board of Directors and Corporate Auditors                                              (as of June 26, 2003)

Daisuke Hatakake

     President and Representative Director

Tomomi Soh

     Executive Vice President and Representative Director

Mikio Kinoshita

     Executive Vice President and Representative Director

Tsuyoshi Hayashi

     Executive Managing Director

Tadahiko Kinoshita

     Executive Managing Director

Akio Nishino

     Managing Director

Masaru Ishiguro

     Managing Director

Akira Seike

     Managing Director

Toshiyuki Yotsumoto

     Managing Director

Yoshihiro Fujio

     Managing Director

Moriya Hayashi

     Managing Director

Tadahiko Urabe

     Director

Masateru Yoshikawa

     Director

Toshihiro Fukuda

     Director

Yasuo Masumoto

     Director

Junichi Maeda

     Director

Yoshiharu Nishiguchi

     Director

Eisaku Shinohara

     Director

Nobuo Izawa

     Director

Masayoshi Fujita

     Corporate Auditor

Masamichi Nakahiro

     Corporate Auditor

Susumu Sumikura

     Corporate Auditor

Teisuke Sono

     Corporate Auditor

 


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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: July 15, 2003       By:  

/s/    Shigeru Kimura


               

Name:

 

Shigeru Kimura

               

Title:

 

General Manager

                   

Finance & Accounting Department