1.
|
English translation of the Convocation Notice of the 71st Ordinary General Meeting of Shareholders of the registrant issued on June 3, 2013.
|
2.
|
English translation of the Report for the 71st Fiscal Year of the registrant sent to its shareholders on June 3, 2013.
|
Advantest Corporation | ||||
By: | /s/ Hiroshi Nakamura | |||
Name: |
Hiroshi Nakamura
|
|||
Title: |
Director, Managing Executive Officer
|
Haruo Matsuno
Representative Director
President and CEO
ADVANTEST CORPORATION
32-1, Asahi-cho 1-chome,
Nerima-ku, Tokyo
|
1.
|
Date and time:
|
June 26, 2013 (Wednesday) at 10:00 a.m.
|
2.
|
Place:
|
Main Conference Room of Advantest Corporation
|
|
32-1, Asahi-cho 1-chome, Nerima-ku, Tokyo
|
3.
|
Subject matters of the general meeting of shareholders:
|
|
Item No.1:
|
Matters concerning the business report, consolidated financial statements and financial statements reporting for the 71st Fiscal Year (from April 1, 2012 to March 31, 2013)
|
|
Item No.2:
|
Matters concerning the results of audit of the Company’s consolidated financial statements by the Independent Auditors and the Board of Corporate Auditors
|
|
Agenda Item No.1:
|
Partial amendment to the Articles of Incorporation
|
|
Agenda Item No.2:
|
Election of nine directors
|
4.
|
Instructions for the Exercise of Voting Rights:
|
Agenda Item No. 1:
|
Partial amendment to the Articles of Incorporation
|
1.
|
Reason for the amendment:
|
Present Article
|
Proposed Amendment
|
||
Article 2. (Objective)
|
Article 2. (Objective)
|
||
The objective of the Company shall be to engage in the following business activities:
|
The objective of the Company shall be to engage in the following business activities:
|
||
1.
|
Manufacture and sale of electric, electronic and |
1.
|
Manufacture and sale of electric, electronic and
|
physicochemical appliances and their applied equipment; |
|
physicochemical appliances and their applied equipment;
|
|
(Added)
|
2. |
Manufacture and sale of medical equipment;
|
|
2.
|
Manufacture and sale of appliances, equipment and software |
3.
|
Manufacture and sale of appliances, equipment and software
|
related to any of the foregoing items; |
|
related to each of the foregoing items; | |
3.
|
Lease and rental of equipment and appliances, etc., incidental to |
4.
|
Lease and rental of equipment and appliances, etc., incidental
|
each of the foregoing items; |
|
to each of the foregoing items;
|
|
4.
|
Workers dispatching business; and
|
5.
|
Workers dispatching business; and
|
5.
|
Any and all business incidental to any of the foregoing items.
|
6.
|
Any and all business incidental to any of the foregoing items.
|
Agenda Item No.2 :
|
Election of nine directors
|
Name
(Date of Birth)
|
Brief personal history; position and assignment; and other significant concurrently held positions, if any
|
Number of the Company’s shares owned
|
||
1
|
![]() Toshio Maruyama
(April 17, 1948)
|
April 1973
|
Joined Advantest Corporation
|
11,213
|
June 1989
|
Director
|
|||
June 1995
|
Managing Director
|
|||
June 1999
|
Senior Managing Director
|
|||
June 2001
|
Representative Director and President
|
|||
June 2003
|
Representative Director, President and COO
|
|||
June 2005
|
Representative Director, President and CEO
|
|||
June 2009
|
Chairman of the Board and Representative Director (present position)
|
|||
2
|
![]() Haruo Matsuno
(February 14, 1960)
|
April 1984
|
Joined Advantest Corporation
|
14,626
|
June 2008
|
Executive Officer
|
|||
June 2009
|
Representative Director, President and CEO (present position)
|
|||
3
|
![]() Yasushige Hagio
(November 24, 1947)
|
April 1972
|
Assistant Judge, Tokyo District Court
|
2,342
|
April 1982
|
Judge, Tokyo District Court
|
|||
April 1998
|
Instructor, Legal Training and Research Institute
|
|||
December 2003
|
Chief of Shizuoka District Court
|
|||
June 2004
|
Registered as Attorney-at-Law
Joined Seiwa Patent & Law (present position)
|
|||
June 2006
|
Outside Director of Advantest Corporation (present position)
|
|||
The reasons for nomination as a candidate for outside director and the number of years in office:
■Mr. Yasushige Hagio is a candidate for outside director. ■The Company selected Mr. Yasushige Hagio as a candidate because of his considerable experience and knowledge as a legal specialist, and the Company believes that he will contribute greatly to its management as an outside director. ■Although Mr. Yasushige Hagio has not been directly involved in the management of a company in the past, because he has been engaged in legal practice as a judge and an attorney-at-law for an extensive period, the Company believes that he will be able to adequately perform his duties as an outside director. ■Mr. Yasushige Hagio has served as an outside director of the Company for seven years. |
Name
(Date of Birth)
|
Brief personal history; position and assignment; and other significant concurrently held positions, if any
|
Number of the Company’s shares owned
|
||
4
|
![]() Osamu Karatsu
(April 25, 1947)
|
April 1975
|
Joined Nippon Telegraph and Telephone Public Corporation
|
335
|
June 1991
|
Senior Director, LSI Laboratories, Nippon Telegraph and Telephone Corporation
|
|||
June 1997
|
Director, Advanced Telecommunications Research Institute International
|
|||
April 1999
|
Principal Consultant, SRI Consulting K.K.
|
|||
April 2000
|
Chief Executive Director, SRI Japan
|
|||
June 2012
|
Outside Director of Advantest Corporation (present position)
|
|||
The reasons for nomination as a candidate for outside director and the number of years in office
■Mr. Osamu Karatsu is a candidate for outside director. ■The Company selected Mr. Osamu Karatsu as a candidate because of his considerable experience and knowledge as a semiconductor specialist, and the Company believes that he will contribute greatly to its management as an outside director. ■Mr. Osamu Karatsu has served as an outside director of the Company for one year. |
||||
5
|
![]() Shinichiro Kuroe
(March 30, 1959)
|
April 1981
|
Joined Advantest Corporation
|
3,319
|
June 2005
|
Executive Officer
|
|||
June 2009
|
Director, Managing Executive Officer
(present position)
|
|||
August 2012
|
Products and Technology (present position)
Executive Vice President, Marketing Group
(present position)
|
|||
6
|
![]() Sae Bum Myung
(September 16, 1954)
|
April 1989
|
Joined Advantest Corporation
|
670
|
June 2008
|
Executive Officer
|
|||
June 2011
|
Director, Managing Executive Officer
(present position)
Sales and Marketing (present position)
Executive Vice President, Sales and Marketing Group (present position)
|
|||
7
|
![]() Hiroshi Nakamura
(December 4, 1957)
|
April 1981
|
Joined Advantest Corporation
|
5,518
|
June 2006
|
Executive Officer
|
|||
June 2009
|
Managing Executive Officer
|
|||
June 2010
|
Executive Vice President, Corporate Administration Group (present position)
|
|||
June 2012
|
Director, Managing Executive Officer (present position)
Corporate Administration (present position)
|
Name
(Date of Birth)
|
Brief personal history; position and assignment; and other significant concurrently held positions, if any
|
Number of the Company’s shares owned
|
8
|
![]() Seiichi Yoshikawa
(March 22, 1946)
New Candidate
|
July 1969
|
Joined Fujitsu Limited
|
1,000
|
|
June 2000
|
Director, Fujitsu Laboratories Ltd.
|
||||
June 2004
|
Managing Director, Fujitsu Laboratories Ltd.
|
||||
March 2011
|
Chairman, QD Laser, Inc.
|
||||
September 2012
|
Principal Fellow, Center for Research and Development Strategy, Japan Science and Technology Agency (present position)
|
||||
The reasons for nomination as a candidate for outside director
■Mr. Seiichi Yoshikawa is a candidate for outside director. ■The Company selected Mr. Seiichi Yoshikawa as a candidate because of his considerable experience and knowledge as a research and development strategy specialist, and the Company believes that he will contribute greatly to its management as an outside director. |
|||||
Message to the shareholders
I intend to apply my experience and actively participate in discussions as an outside director, serve to enhance corporate value and strive to contribute to the management of the Company. |
|||||
9
|
![]() Yoshiaki Yoshida
(February 8, 1958)
New Candidate
|
April 1999
|
Joined Advantest Corporation
|
1,143
|
|
June 2006
|
Executive Officer
|
||||
June 2008
|
Executive Vice President, Corporate Planning Group (present position)
|
||||
June 2009
|
Managing Executive Officer (present position)
|
||||
Message to the shareholders
I would like to leverage the Company’s management foundation as “No. 1 in the global semiconductor test equipment market” to enhance the associated businesses, and achieve sustained growth and the enhancement of corporate value through the application of the Company’s measurement technology to different fields and to the global market. I will strive to make the Company into one that maintains the confidence of our customers and shareholders. |
1.
|
These candidates do not have any special interest in the Company.
|
2.
|
The Company has registered Messrs. Yasushige Hagio and Osamu Karatsu as independent directors with the Tokyo Stock Exchange. In addition, the Company also plans to register Mr. Seiichi Yoshikawa as an independent director, subject to the approval of his election.
|
3.
|
The Company has entered into an agreement with each of Messrs. Yasushige Hagio and Osamu Karatsu, limiting their liability as defined in Article 423, Paragraph 1 of the Companies Act. The upper limit of liability based on this agreement is the minimum liability as provided in the applicable laws and ordinances. Also, if Mr. Seichi Yoshikawa’s election is approved, the Company intends to enter into an agreement limiting his liability, with the same terms and conditions as the aforementioned agreement.
|
1.
|
About the website for casting votes
|
(1)
|
Voting rights may be exercised online only by accessing the website designated by the Company (http://www.evote.jp/) on a personal computer, smart phone or mobile phone. (This website is out of service from 2:00 a.m. to 5:00 a.m. every day.)
|
(2)
|
In some cases, you may not be able to use the website for casting votes due to your Internet environment, network service, or communication device model.
|
(3)
|
Although exercise of Voting Rights via the Internet is available until 5:00 p.m. on June 25, 2013 (Tuesday), please exercise your voting rights early. Please contact the help-desk below if you have any questions.
|
2.
|
About the exercise of voting rights via the Internet
|
(1)
|
Please use your “login ID” and “temporary password” indicated on the enclosed voting rights exercise form to access the voting website (http://www.evote.jp/), then vote “for” or “against” by following the on-screen instructions.
|
(2)
|
Please note that you will be asked to change your “temporary password” on the website for casting votes in order to avoid unauthorized access by any third person other (spoofing) or altering the details of your vote.
|
3.
|
Handling of votes cast more than one time
|
(1)
|
If voting rights are exercised both by mail and via the Internet, the exercise of voting rights via the Internet shall be deemed valid.
|
(2)
|
If voting rights are exercised via the Internet multiple times, the last exercise of voting rights shall be deemed valid. Also, if the voting rights are exercised through the use of more than one electronic devices including a personal computer, a smart phone or a mobile phone, the voting right exercised last in time shall be deemed valid.
|
4.
|
Charges and fees incurred by accessing the website for casting votes
|
|
Any connection charges due to Internet service providers and communication charges due to communication carriers incurred as a result of using the voting website shall be the responsibility of each shareholder.
|
Contact for inquiry regarding IT system, etc.
|
||
Corporate Agency Division (Help desk) , Mitsubishi UFJ Trust and Banking Corporation
|
||
Phone number:
|
0120-173-027 (toll-free number within Japan)
|
|
Business hours:
|
9 a.m. to 9 p.m. (Japan time)
|
1.
|
Current Conditions of the Advantest Group
|
(1)
|
Business conditions during the fiscal year
|
(i)
|
Operations and Results of Business
|
Fiscal Year
|
FY2011
(the 70th)
|
FY2012
(the 71st)
|
Change from the previous period
|
|||
Segment
|
Amount
(in million yen)
|
Percentage
(%)
|
Amount
(in million yen)
|
Percentage
(%)
|
Amount
(in million yen)
|
Percentage increase (decrease)
(%)
|
Semiconductor and Component Test System
|
105,608
|
74.9
|
101,119
|
76.1
|
(4,489)
|
(4.3)
|
Mechatronics System
|
20,616
|
14.6
|
13,653
|
10.3
|
(6,963)
|
(33.8)
|
Services, Support and Others
|
18,807
|
13.3
|
20,077
|
15.1
|
1,270
|
6.8
|
Intercompany transaction elimination
|
(3,983)
|
(2.8)
|
(1,946)
|
(1.5)
|
2,037
|
-
|
Total
|
141,048
|
100.0
|
132,903
|
100.0
|
(8,145)
|
(5.8)
|
Overseas
|
124,953
|
88.6
|
118,858
|
89.4
|
(6,095)
|
(4.9)
|
(ii)
|
Capital Expenditures
|
(iii)
|
Financing
|
|
(2)
|
Conditions of Assets, Profit and Loss
|
FY2009
(the 68th)
|
FY2010
(the 69th)
|
FY2011
(the 70th)
|
FY2012
(the 71st)
|
|
Net sales (in: million yen)
|
53,225
|
99,634
|
141,048
|
132,903
|
Net income (in: million yen)
|
(11,454)
|
3,163
|
(2,195)
|
(3,821)
|
Basic net income per share (in: yen)
|
(64.09)
|
18.03
|
(12.67)
|
(22.03)
|
Net assets (in: million yen)
|
150,242
|
138,132
|
131,552
|
141,241
|
Total assets (in: million yen)
|
188,663
|
180,312
|
219,226
|
225,515
|
(Notes)
|
1.
|
The Company prepared its consolidated financial statements in accordance with generally accepted accounting principles (GAAP) in the United States.
|
|
2.
|
The calculation of “Basic net income per share” was based on the average number of shares issued during the relevant fiscal year reduced by the average number of treasury shares held during the fiscal year.
|
(3)
|
Significant Subsidiaries
|
Name of Subsidiary
|
Common Stock
|
Percentage of Voting Rights
(Note)
|
Principal Activities
|
Advantest Laboratories Ltd.
|
¥50 million
|
100%
|
Research and development of measuring and testing technologies
|
Japan Engineering Co., Ltd.
|
¥305 million
|
100%
|
Development, manufacturing and sales of the Company’s products
|
Advantest Finance Inc.
|
¥1,000 million
|
100%
|
Leasing of the Company’s products and sales of used products
|
Advantest America, Inc.
|
4,059 thousand USD
|
100%
|
Development and sales of the Company’s products
|
Advantest Europe GmbH
|
10,793 thousand Euros
|
100%
|
Development and sales of the Company’s products
|
Advantest Taiwan Inc.
|
760,000 thousand New Taiwan Dollars
|
100%
|
Sales of the Company’s products
|
Advantest (Singapore) Pte. Ltd.
|
15,300 thousand Singapore Dollars
|
100%
|
Sales of the Company’s products
|
Advantest Korea Co., Ltd.
|
9,516 million Won
|
100%
|
Support for sales of the Company’s products
|
Advantest (China) Co., Ltd.
|
8,000 thousand USD
|
100%
|
Support for sales of the Company’s products
|
(4)
|
Issues to be Addressed
|
(5)
|
Primary Areas of Business
|
|
(6)
|
Significant Sales Offices and Factories
|
(i)
|
Japan
|
Category
|
Name of Office
|
Location
|
Head Office, Sales Offices and Service Offices
|
Head Office
|
Chiyoda-ku, Tokyo
|
Western Tokyo Office
|
Hachioji-shi, Tokyo
|
|
Western Japan Office
|
Suita-shi, Osaka
|
|
R&D Centers, Laboratories
|
Gunma R&D Center
|
Meiwa-machi, Ora-gun, Gunma
|
Saitama R&D Center
|
Kazo-shi, Saitama
|
|
Kitakyushu R&D Center
|
Kitakyushu-shi, Fukuoka
|
|
Advantest Laboratories
|
Sendai-shi, Miyagi
|
|
Factories
|
Gunma Factory
|
Ora-machi, Ora-gun, Gunma
|
Gunma Factory 2
|
Ora-machi, Ora-gun, Gunma
|
|
Sendai Factory
|
Sendai-shi, Miyagi
|
(ii)
|
Overseas
|
Category
|
Name of Office
|
Location
|
Sales Offices, R&D Centers, Laboratories and Service Offices
|
Advantest America, Inc.
|
U.S.A.
|
Advantest Europe GmbH
|
Germany
|
|
Advantest Taiwan Inc.
|
Taiwan
|
|
Advantest (Singapore) Pte. Ltd.
|
Singapore
|
|
Advantest Korea Co., Ltd.
|
Korea
|
|
Advantest (China) Co., Ltd.
|
China
|
(7)
|
Employees
|
Number of Employees
|
Change from end of previous fiscal year
|
4,575 (330)
|
111 (51) increase
|
(Note)
|
The numbers set forth above indicate the numbers of employees excluding part-time and non-regular employees. The numbers in brackets indicate the annual average number of such part-time and non-regular employees.
|
(8)
|
Major Lenders
|
(9)
|
Other significant matters with respect to the current status of the Advantest Group
|
2.
|
Company Information
|
(1)
|
Equity Stock (as of March 31, 2013)
|
(i)
|
Total number of issuable shares
|
440,000,000 shares
|
(ii)
|
Total number of issued shares
|
199,566,770 shares
|
(iii)
|
Number of shareholders
|
47,653
|
(iv)
|
Major Shareholders (Top 10 shareholders)
|
|
Name of Shareholder
|
Number of Shares
(in: thousand shares)
|
Percentage of
Ownership (%)
|
||
The Master Trust Bank of Japan, Ltd. (trust account)
|
25,082
|
14.43
|
||
Mizuho Trust & Banking Co., Ltd. (retirement benefit trust (Fujitsu account), re-trust trustees, Trust & Custody Services Bank, Ltd.)
|
20,143
|
11.59
|
||
Japan Trustee Services Bank, Ltd. (trust account)
|
13,269
|
7.64
|
||
Trust & Custody Services Bank, Ltd. (investment trust account)
|
3,979
|
2.29
|
||
Societe General Securities (North Pacific) Limited
|
3,749
|
2.16
|
||
Japan Trustee Services Bank, Ltd. (trust account 4)
|
3,657
|
2.10
|
||
Mizuho Securities Co., Ltd.
|
3,639
|
2.09
|
||
SSBT OD05 OMNIBUS ACCOUNT – TREATY CLIENTS
|
3,259
|
1.88
|
||
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)
|
2,265
|
1.30
|
||
JPMorgan Securities Japan Co., Ltd.
|
2,153
|
1.24
|
|
(Notes)
|
1.
|
Percentage of Ownership is calculated excluding treasury stock (25,773,688 shares).
|
|
|
2.
|
Mizuho Trust & Banking Co., Ltd. (retirement benefit trust (Fujitsu account), re-trust trustees, Trust & Custody Services Bank, Ltd.) holds the 20,143 thousand shares of common stock listed above as the trustee of a retirement benefit plan of Fujitsu Limited, and exercises its voting rights pursuant to instructions given by Fujitsu Limited.
|
|
|
3.
|
The Company has acknowledged that in respect of the substantial shareholding reports filed pursuant to the “Disclosure of Substantial Shareholding” system, The Sumitomo Mitsui Trust Bank, Limited and its two affiliates jointly held 14,150 thousand shares of the Company as of March 15, 2013 according to the substantial shareholding reports filed on March 22, 2013. The Bank of Tokyo-Mitsubishi UFJ, Ltd. and its four affiliates jointly held 17,527 thousand shares of the Company as of February 25, 2013 according to the substantial shareholding reports filed on March 4, 2013. Nomura Securities Co., Ltd. and its four affiliates jointly held 12,429 thousand shares of the Company as of February 15, 2013 according to the substantial shareholding reports filed on February 21, 2013. However, the Company has not included the number of shares for which beneficial owners cannot be identified in the table above.
|
(Reference)
|
|
Financial Institutions and Securities Companies
|
104 holders, 93,257 thousand shares (46.7%)
|
Non-Japanese Holders
|
387 holders, 42,916 thousand shares (21.5%)
|
Individuals and Others
|
46,781 holders, 33,154 thousand shares (16.6%)
|
Other Entities and Treasury Shares
|
381 holders, 30,239 thousand shares (15.2%)
|
(2)
|
Stock Acquisition Rights
|
(i)
|
Stock acquisition rights held by directors and corporate auditors (as of March 31, 2013)
|
Resolution at the meeting of the Board of Directors held on June 25, 2009
|
Resolution at the meeting of the Board of Directors held on June 24, 2010
|
Resolution at the meeting of the Board of Directors held on June 24, 2011
|
Resolution at the meeting of the Board of Directors held on June 26, 2012
|
||
Date of issuance
|
July 10, 2009
|
July 12, 2010
|
July 12, 2011
|
July 12, 2012
|
|
Issuance Price
|
¥41,700 per unit
|
¥53,500 per unit
|
¥49,600 per unit
|
¥34,700 per unit
|
|
Holding status of stock acquisition rights by directors and corporate auditors
|
1,390 units
(9 persons)
|
1,410 units
(9 persons)
|
2,890 units
(11 persons)
|
2,950 units
(12 persons)
|
|
Directors
(Excluding outside directors)
|
1,060 units
(5 persons)
|
1,060 units
(5 persons)
|
2,240 units
(5 persons)
|
2,600 units
(5 persons)
|
|
Outside directors
|
100 units
(2 persons)
|
100 units
(2 persons)
|
100 units
(2 persons)
|
150 units
(3 persons)
|
|
Corporate auditors
|
230 units
(2 persons)
|
250 units
(2 persons)
|
550 units
(4 persons)
|
200 units
(4 persons)
|
|
Class and aggregate number of shares to be issued or delivered upon exercise
|
139,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
141,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
289,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
295,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
|
Exercise price to be paid upon exercise
|
¥1,844 per share
|
¥2,089 per share
|
¥1,529 per share
|
¥1,207 per share
|
|
Exercise period
|
April 1, 2010 to
March 31, 2014
|
April 1, 2011 to
March 31, 2015
|
April 1, 2012 to
March 31, 2016
|
April 1, 2013 to
March 31, 2017
|
|
Terms of exercise
|
The stock acquisition rights may not be inherited.
|
||||
Reasons for the Company’s acquisition of the stock acquisition rights
|
The Company shall automatically acquire the stock acquisition rights, for no consideration, if:
(a) the general meeting of shareholders resolves to approve (if approval by the shareholders’ meeting is not legally required, then the Board of Directors may approve) (i) any merger agreement pursuant to which the Company shall dissolve, (ii) any agreement or a plan pursuant to which the Company shall split all or part of its business or (iii) any stock-for-stock exchange agreement or stock-transfer plan pursuant to which the Company shall become a wholly-owned subsidiary of another company;
(b) the rights holder becomes a person who does not hold any position as a director, corporate auditor, executive officer, employee, advisor or non-regular employee of the Company or its subsidiaries before the expiration of the exercise period, unless the Company otherwise deems it appropriate to allow him/her to exercise his/her stock acquisition rights and notifies him/her to that effect;
(c) the rights holder dies.
|
||||
Restriction on the transfer of the stock acquisition rights
|
Acquisition of the stock acquisition rights by transfer shall require approval by the Board of Directors. Provided, however, if it is the Company acquiring the stock acquisition rights by transfer, such transfer shall be deemed to be approved by the Board of Directors.
|
(ii)
|
Stock acquisition rights granted to employees of the Company during fiscal year 2012
|
Resolution at the meeting of the Board of Directors held on June 26, 2012
|
||
Date of issuance
|
July 12, 2012
|
|
Issuance price
|
¥34,700 per unit
|
|
Conditions of granting
|
22,260 units (337 persons)
|
|
Employees of the Company
|
12,620 units (129 persons)
|
|
Directors of the Company’s subsidiaries
|
630 units (12 persons)
|
|
Employees of the Company’s subsidiaries
|
9,010 units (196 persons)
|
|
Class and aggregate number of shares to be issued or delivered upon exercise
|
2,226,000 shares of common stock
(each stock acquisition right is exercisable for 100 shares)
|
|
Exercise price to be paid upon exercise
|
¥1,207 per share
|
|
Exercise period
|
April 1, 2013 to March 31, 2017
|
|
Terms of exercise
|
The stock acquisition rights may not be inherited.
|
|
Reasons for the Company’s acquisition of the stock acquisition rights
|
The Company shall automatically acquire the stock acquisition rights, for no consideration, if:
(a) the general meeting of shareholders resolves to approve (if approval by the shareholders’ meeting is not legally required, then the Board of Directors may approve) (i) any merger agreement pursuant to which the Company shall dissolve, (ii) any agreement or a plan pursuant to which the Company shall split all or part of its business or (iii) any stock-for-stock exchange agreement or stock-transfer plan pursuant to which the Company shall become a wholly-owned subsidiary of another company;
(b) the rights holder becomes a person who does not hold any position as a director, corporate auditor, executive officer, employee, advisor or non-regular employee of the Company or its subsidiaries before the expiration of the exercise period, unless the Company otherwise deems it appropriate to allow him/her to exercise his/her stock acquisition rights and notifies him/her to that effect;
(c) the rights holder dies.
|
|
Restriction on the transfer of the stock acquisition rights
|
Acquisition of the stock acquisition rights by transfer shall require approval by the Board of Directors. Provided, however, if it is the Company acquiring the stock acquisition rights by transfer, such transfer shall be deemed to be approved by the Board of Directors.
|
(3)
|
Directors and Corporate Auditors
|
(i)
|
Directors and Corporate Auditors (as of March 31, 2013)
|
Title
|
Name
|
Assignment in the Company and significant concurrent positions
|
Chairman of the Board and Representative Director
|
Toshio Maruyama
|
|
Representative Director
|
Haruo Matsuno*
|
|
Director
|
Naoyuki Akikusa
|
Senior Executive Advisor of Fujitsu Limited
|
Director
|
Yasushige Hagio
|
Attorney-at-Law, Senior Partner, Seiwa Patent & Law
|
Director
|
Osamu Karatsu
|
|
Director
|
Shinichiro Kuroe*
|
|
Director
|
Sae Bum Myung*
|
|
Director
|
Hiroshi Nakamura*
|
|
Standing Corporate Auditor
|
Yuichi Kurita
|
|
Standing Corporate Auditor
|
Akira Hatakeyama
|
|
Corporate Auditor
|
Megumi Yamamuro
|
Attorney-at-Law, URYU & ITOGA
Professor, Nihon University Law School
Outside Corporate Auditor of Fujitsu Limited
Outside Corporate Auditor of NIFTY Corporation
|
Corporate Auditor
|
Masamichi Ogura
|
Standing Corporate Auditor of Fujitsu Limited
Outside Corporate Auditor of FUJITSU GENERAL LIMITED
|
(Notes)
|
1.
|
Messrs. Naoyuki Akikusa, Yasushige Hagio and Osamu Karatsu are outside directors.
|
|
2.
|
Messrs. Megumi Yamamuro and Masamichi Ogura are outside corporate auditors.
|
|
3.
|
Mr. Masamichi Ogura, corporate auditor, has substantial experience at the Fujitsu Limited and considerable knowledge of financial and accounting matters.
|
|
4.
|
The Company has registered Director Naoyuki Akikusa, Yasushige Hagio, Osamu Karatsu, Corporate Auditor Megumi Yamamuro and Masamichi Ogura as independent directors/auditors with the Tokyo Stock Exchange.
|
|
5.
|
Mr. Megumi Yamamuro retired from his position as Professor, Nihon University Law School on March 31, 2013.
|
|
6.
|
There has been no significant change in assignment in the Company and in significant concurrent positions held by directors and corporate auditors after March 31, 2013.
|
|
7.
|
The Company has in place an Executive Officers System and * indicates a director who also serves as an Executive Officer.
|
8.
|
The positions of Executive Officers are currently held as follows:
|
Title
|
Name
|
Assignment in the Company and significant concurrent positions
|
President and CEO
|
Haruo Matsuno
|
|
Managing Executive Officer
|
Shinichiro Kuroe
|
Products and Technology
Executive Vice President, Marketing Group
|
Managing Executive Officer
|
Sae Bum Myung
|
Sales and Marketing
Executive Vice President, Sales Group
|
Managing Executive Officer
|
Hiroshi Nakamura
|
Corporate Administration
Executive Vice President, Corporate Administration Group
|
Managing Executive Officer
|
Yoshiaki Yoshida
|
Executive Vice President, Corporate Planning Group
|
Managing Executive Officer
|
Masao Shimizu
|
System Solution Business
Director of Fujitsu Interconnect Technologies Limited
|
Managing Executive Officer
|
Hideaki Imada
|
Executive Vice President, Production Group
|
Executive Officer
|
Yasuhiro Kawata
|
Executive Vice President, Quality Assurance Group
|
Executive Officer
|
Takashi Sugiura
|
Executive Vice President, Field Service Group
|
Executive Officer
|
Takashi Sekino
|
Executive Vice President, Technology Development Group
|
Executive Officer
|
Soichi Tsukakoshi
|
Senior Vice President (Officer), Production Group
|
Executive Officer
|
Josef Schraetzenstaller
|
Managing Director (CEO), Advantest Europe GmbH
|
Executive Officer
|
R. Keith Lee
|
Director, President and CEO, Advantest America Inc.
|
Executive Officer
|
Makoto Nakahara
|
Senior Vice President (Officer), Sales Group
|
Executive Officer
|
Toshiyuki Okayasu
|
Executive Vice President, SoC Test Business Group
|
Executive Officer
|
Hans-Juergen Wagner
|
SoC Test Business Groups
Managing Director (R&D,CTO), Advantest Europe GmbH
|
Executive Officer
|
Yih-Neng Lee
|
Managing Director (CEO), Advantest (Singapore) Pte. Ltd.
|
Executive Officer
|
CH Wu
|
CEO, Advantest Taiwan Inc.
|
Executive Officer
|
Kazuhiro Yamashita
|
Executive Vice President, System Solution Group
|
Executive Officer
|
Kenji Sato
|
Senior Vice President (Officer), Sales Group
|
|
9.
|
There have been no changes in assignments or significant concurrent positions held by the Executive Officers after March 31, 2013.
|
(ii)
|
The amount of compensation for directors and corporate auditors
|
Category
|
Number
|
Amount of compensation
|
Directors
|
9
|
¥429 million
|
Corporate Auditors
|
5
|
¥73 million
|
Total
|
14
|
¥502 million
|
(Notes)
|
1.
|
The amounts of compensation set forth above include compensation paid in relation to stock option rights and fixed compensation paid to one director and one corporate auditor who retired from their respective positions as of the closing of the 70th ordinary general meeting of shareholders, which was held on June 26, 2012.
|
|
2.
|
The amount of compensation set forth above includes the aggregate amount of compensation for three outside directors and two outside corporate auditors in the amount of ¥43 million.
|
(iii)
|
Matters pertaining to outside directors and outside corporate auditors
|
(a)
|
Significant concurrent positions held and relationship to the Company
|
Name
|
Concurrent position(s)
|
Relationship to the Company
|
Yasushige Hagio
(Outside Director)
|
Senior Partner, Seiwa Patent & Law
|
There is no special relationship between Seiwa Patent & Law and the Company.
|
Megumi Yamamuro
(Outside Corporate Auditor)
|
Outside corporate auditor, Fujitsu Limited | Fujitsu Limited holds the right to instruct the voting of shares in the Company held by Mizuho Trust & Banking Co., Ltd. (11.59%) (retirement benefit trust (Fujitsu account), re-trust trustees, Trust & Custody Services Bank, Ltd.). The Company sells products to and purchases parts from Fujitsu Limited. |
Outside corporate auditor, NIFTY Corporation | There is no special relationship between NIFTY Corporation and the Company. | |
Masamichi Ogura
(Outside Corporate Auditor)
|
Outside corporate auditor, FUJITSU GENERAL LIMITED
|
There is no special relationship between FUJITSU GENERAL LIMITED and the Company.
|
(b)
|
Principal activities
|
Name
|
Attendance
|
Participation at meetings
|
Naoyuki Akikusa
(Outside Director)
|
Meetings of Board of Directors:
12 out of 13 times
|
Mr. Akikusa expresses his opinions based mainly on his experience in company management and his knowledge of the industry at meetings of the Board of Directors.
|
Yasushige Hagio
(Outside Director)
|
Meetings of Board of Directors:
13 out of 13 times
|
Mr. Hagio expresses his opinions based mainly on his expertise as an attorney-at-law at meetings of the Board of Directors.
|
Osamu Karatsu
(Outside Director)
|
Meetings of Board of Directors:
10 out of 10 times
|
Mr. Karatsu expresses his opinions based mainly on his knowledge of the industry at meetings of the Board of Directors.
|
Megumi Yamamuro
(Outside Corporate Auditor)
|
Meetings of Board of Directors:
12 out of 13 times
Meetings of Board of Corporate Auditors:
13 out of 14 times |
Mr. Yamamuro expresses his opinions based mainly on his expertise as an attorney-at-law at meetings of the Board of Directors and Board of Corporate Auditors.
|
Masamichi Ogura
(Outside Corporate Auditor)
|
Meetings of Board of Directors:
13 out of 13 times
Meetings of Board of Corporate Auditors:
14 out of 14 times |
Mr. Ogura expresses his opinions based mainly on his experience in company management and his knowledge of the industry at meetings of the Board of Directors and Board of Corporate Auditors.
|
|
(c)
|
Overview of liability limitation agreements
|
(4)
|
Accounting Auditor
|
(i)
|
Name of accounting auditor
|
(ii)
|
Remuneration
|
Amount
|
|
Remuneration to the accounting auditor for this fiscal year
|
¥236 million
|
Total amount of cash and other financial benefits payable by the Company and its subsidiaries to the accounting auditor
|
¥238 million
|
(Notes)
|
1.
|
Under the agreement between the Company and the accounting auditor, as the Company has not drawn any distinction between the remuneration for the audit services pursuant to the Companies Act and the Financial Instruments and Exchange Act of Japan and the remuneration for the audit services pursuant to the U.S. Securities and Exchange Act, the amount set forth above represents the aggregate amount of these audit services.
|
2.
|
The Company’s significant overseas subsidiaries have been audited by the Ernst & Young Group.
|
(iii)
|
Policies on dismissal or non-reappointment of the accounting auditor
|
(5)
|
System to ensure the appropriateness of business
|
1.
|
Framework to the effective performance of duties by directors
|
|
(i)
|
The Company promotes management efficiency by separating the management decision making function and supervisory function from the function of the execution of operations. The Board of Directors shall make management decisions and supervise management. As for execution of operations, executive officers (including the Representative Director) and employees shall execute operations based on the Board of Directors’ clarification of the function and authority of the body executing operations.
|
|
(ii)
|
The Board of Directors, as the management decision making body, shall make decisions on significant matters with respect to the management policies and management strategies for the Advantest Group, and in its capacity to supervise management, the Board of Directors, including outside directors shall monitor and supervise the status of exercise of duties by executive officers while delegating necessary authorities to ensure the prompt and efficient performance of duties.
|
|
(iii)
|
The Board of Directors shall approve the Advantest Group’s management plans, receive reports on business results based on monthly closing account, financial situation, status of the performance of duties by each department, and review the appropriateness of such plans.
|
|
(iv)
|
The Internal Control Committee shall report the development and management of the internal control system, as deemed necessary, to the Board of Directors.
|
|
2.
|
Framework to ensure the compliance with applicable laws and ordinances as well as the articles of incorporation by directors, executive officers, and employees in performing their duties
|
|
(i)
|
To ensure compliance with laws and ordinances as well as the articles of incorporation, and to ensure that actions are taken faithfully and ethically, the Company shall establish the Advantest Code of Conduct for all directors, executive officers and employees of the Advantest Group, and notify such directors, executive officers and employees of these codes. Furthermore, the Company shall establish the “Code of Ethics for Executives” for directors and executive officers.
|
|
(ii)
|
As a framework to realize full compliance with laws and ordinances, the Company shall establish the Corporate Ethics Committee that monitors the implementation of the Advantest Code of Conduct. In addition, to handle reports and consultation regarding questionable matters in light of the Advantest Code of Conduct, the Company shall establish the “Corporate Ethics Helpline”, a system in which a person who reports shall not be treated disadvantageously.
|
|
(iii)
|
The Company shall establish subcommittees such as the Disclosure Committee and the Internal Control Committee in order to fulfill its corporate social responsibilities.
|
|
3.
|
Rules relating to the management of risk of loss and other frameworks
|
|
(i)
|
With respect to potential risks behind management environment, business activities and corporate assets, the Company shall identify and classify risk factors for each important business process, analyze the magnitude of risks, possibility of actual occurrence and frequency of such occurrence, etc., and create written policies and procedures regarding the appropriate response to and avoidance/ reduction of the risks, as part of the internal control activities.
|
(ii)
|
With respect to emergency situations such as disasters, the Company shall establish the Risk Management Group, create written emergency action guidelines and prepare by implementing education and training programs on a regular base.
|
(iii)
|
The Internal Control Committee shall thoroughly manage risks and report material risks to the Board of Directors.
|
(iv)
|
The Company is making efforts to prevent occupational injuries, create a comfortable working environment, and promote the good health of its employees through the establishment of the Safety and Health Committee.
|
|
4.
|
Framework regarding the retention and management of information with respect to the performance of duties by directors
|
|
(i)
|
The Company shall properly retain and manage the following information regarding the exercise of duties by directors, pursuant to the internal rules that stipulate details such as the period of retention, person in charge of retention and method of retention.
|
o
|
Minutes of general meetings of shareholders and reference materials
|
o
|
Minutes of meetings of the Board of Directors and reference materials
|
o
|
Other important documents regarding the exercise of duties by directors
|
(ii)
|
The Company shall establish the Information Security Committee that is responsible for protecting personal information and preventing confidential information from leaking.
|
|
5.
|
Framework to ensure the appropriateness of operations of the Company, and the group as a whole, including its subsidiaries
|
|
(i)
|
The Advantest Group shall establish and operate the same quality of internal control system for the Company and its group companies in order to conduct the consolidated group management placing an emphasis on business evaluation based on consolidated accounting.
|
|
(ii)
|
The internal control system of the Advantest Group is supported by each department of the Company that is responsible for each group company, and is established and operated as a unified system based on the policies of the group created by the Internal Control Committee. Significant matters concerning the status of each group company that is controlled by the Internal Control Committee shall be reported to the Board of Directors.
|
|
(iii)
|
Auditing Group of the Company supervises an internal audit to each group company.
|
|
6.
|
Matters relating to employees that assist the Board of Corporate Auditors in the event that a request to retain such employees is made by the Board of Corporate Auditors
|
|
(i)
|
In the event that the Board of Corporate Auditors requests the placement of employees to assist with its duties, employees shall be placed as necessary.
|
(ii)
|
In the event that the Board of Corporate Auditors decides that it is capable of conducting an audit effectively without employees’ assistance, such employees shall not be placed.
|
|
7.
|
Matters relating to the independence of employees from directors in the preceding article
|
|
(i)
|
In placing employees to assist the Board of Corporate Auditors, the prior consent of the Board of Corporate Auditors acknowledging the independence of the employees from directors shall be obtained.
|
|
8.
|
Framework for reporting by directors, executive officers and employees to corporate auditors, and for other reports to the corporate auditors
|
|
(i)
|
The Company shall adopt a system that allows Corporate Auditors to attend important meetings such as the meeting of the Board of Managing Executive Officers and to keep abreast important matters regarding the execution of operations.
|
(ii)
|
In the event that a report or consultation is made to the Corporate Ethics Helpline with respect to corporate accounting, internal control or auditing, such report or consultation shall be directly reported to or consulted with corporate auditors.
|
|
9.
|
Other frameworks to ensure the effective implementation of audit by corporate auditors
|
|
(i)
|
The Company shall ensure that corporate auditors share information held by the Auditing Group (an internal audit section of the Company) and that there are opportunities to exchange opinions with the Auditing Group as deemed necessary.
|
(6)
|
Policies on the distribution of surplus
|
FY2012
|
FY2011
(reference)
|
FY2012
|
FY2011
(reference)
|
||||||||
Assets
|
Liabilities
|
||||||||||
Current assets
|
112,789
|
118,695
|
Current liabilities
|
27,900
|
60,372
|
||||||
Cash and cash equivalents
|
45,668
|
58,218
|
Trade accounts payable
|
10,380
|
15,659
|
||||||
Trade receivable, net
|
26,953
|
24,119
|
Short term debt
|
-
|
25,000
|
||||||
Inventories
|
31,849
|
29,836
|
Accrued expenses
|
7,910
|
12,068
|
||||||
Other current assets
|
8,319
|
6,522
|
Accrued income taxes
|
1,436
|
600
|
||||||
Investment securities
|
5,923
|
5,929
|
Accrued warranty expenses
|
1,889
|
2,129
|
||||||
Property, plant and
|
41,368
|
34,206
|
Customer prepayments
|
3,198
|
2,228
|
||||||
equipment, net
|
Other current liabilities
|
3,087
|
2,688
|
||||||||
Intangible assets, net
|
15,833
|
15,794
|
Corporate bonds
|
25,000
|
-
|
||||||
Goodwill
|
41,670
|
36,496
|
Accrued pension and severance
|
26,785
|
23,444
|
||||||
Other assets
|
7,932
|
8,106
|
costs
|
||||||||
Other liabilities
|
4,589
|
3,858
|
|||||||||
Total liabilities
|
84,274
|
87,674
|
|||||||||
Commitments and contingent
|
|||||||||||
liabilities
|
|||||||||||
Stockholders’ equity
|
|||||||||||
Common stock
|
32,363
|
32,363
|
|||||||||
Capital surplus
|
42,801
|
42,280
|
|||||||||
Retained earnings
|
170,626
|
179,081
|
|||||||||
Accumulated other comprehensive income (loss)
|
(6,929)
|
(22,574)
|
|||||||||
Treasury stock
|
(97,620)
|
(99,598)
|
|||||||||
Total stockholders’ equity
|
141,241
|
131,552
|
|||||||||
Total assets
|
225,515
|
219,226
|
Total liabilities and stockholders’ equity
|
225,515
|
219,226
|
(unit: million yen) | ||
FY2012
|
FY2011
(reference)
|
|
Net sales
|
132,903
|
141,048
|
Cost of sales
|
63,983
|
72,300
|
Gross profit
|
68,920
|
68,748
|
Research and development expenses
|
33,062
|
30,303
|
Selling, general and administrative expenses
|
35,778
|
37,608
|
Operating income
|
80
|
837
|
Other income (expense):
|
||
Interest and dividend income
|
213
|
323
|
Interest expense
|
(132)
|
(153)
|
Other, net
|
(1,454)
|
(4,449)
|
Income (loss) before income taxes and equity in earnings (loss) of affiliated company
|
(1,293)
|
(3,442)
|
Income taxes (benefit)
|
2,493
|
(1,240)
|
Equity in earnings (loss) of affiliated company
|
(35)
|
7
|
Net income (loss)
|
(3,821)
|
(2,195)
|
(unit: million yen)
|
||
FY2012
|
FY2011
(reference)
|
|
Comprehensive income (loss)
|
||
Net income (loss)
|
(3,821)
|
(2,195)
|
Other comprehensive income (loss), net of tax
|
||
Foreign currency translation adjustments
|
17,250
|
1,422
|
Net unrealized gains (losses) on investment securities
|
||
Net unrealized gains (losses) arising during the
period
|
165
|
(216)
|
Less reclassification adjustments for net gains
(losses) realized in earnings
|
9
|
818
|
Net unrealized gains (losses)
|
174
|
602
|
Pension related adjustment
|
(1,779)
|
(6,328)
|
Total other comprehensive income (loss)
|
15,645
|
(4,304)
|
Total Comprehensive income (loss)
|
11,824
|
(6,499)
|
(unit: million yen) | ||
FY2012
|
FY2011
(reference)
|
|
Common stock
|
||
Balance at beginning of year
|
32,363
|
32,363
|
Changes in the year
|
||
Total changes in the year
|
-
|
-
|
Balance at end of year
|
32,363
|
32,363
|
Capital surplus
|
||
Balance at beginning of year
|
42,280
|
40,628
|
Changes in the year
|
||
Stock option compensation expense
|
861
|
1,652
|
Exercise of stock option
|
(340)
|
-
|
Total changes in the year
|
521
|
1,652
|
Balance at end of year
|
42,801
|
42,280
|
Retained earnings
|
||
Balance at beginning of year
|
179,081
|
183,009
|
Changes in the year
|
||
Net income (loss)
|
(3,821)
|
(2,195)
|
Cash dividends
|
(3,468)
|
(1,733)
|
Sale of treasury stock
|
(1,166)
|
(0)
|
Total changes in the year
|
(8,455)
|
(3,928)
|
Balance at end of year
|
170,626
|
179,081
|
Accumulated other comprehensive income (loss)
|
||
Balance at beginning of year
|
(22,574)
|
(18,270)
|
Changes in the year
|
||
Other comprehensive income (loss), net of tax
|
15,645
|
(4,304)
|
Total changes in the year
|
15,645
|
(4,304)
|
Balance at end of year
|
(6,929)
|
(22,574)
|
Treasury stock
|
||
Balance at beginning of year
|
(99,598)
|
(99,598)
|
Changes in the year
|
||
Purchases of treasury stock
|
(1)
|
(1)
|
Sale of treasury stock
|
1,979
|
1
|
Total changes in the year
|
1,978
|
0
|
Balance at end of year
|
(97,620)
|
(99,598)
|
Total stockholders’ equity
|
||
Balance at beginning of year
|
131,552
|
138,132
|
Changes in the year
|
||
Net income (loss)
|
(3,821)
|
(2,195)
|
Other comprehensive income (loss), net of tax
|
15,645
|
(4,304)
|
Cash dividends
|
(3,468)
|
(1,733)
|
Stock option compensation expense
|
861
|
1,652
|
Exercise of stock option
|
(340)
|
-
|
Purchases of treasury stock
|
(1)
|
(1)
|
Sale of treasury stock
|
813
|
1
|
Total changes in the year
|
9,689
|
(6,580)
|
Balance at end of year
|
141,241
|
131,552
|
1.
|
Notes to significant matters based on which the consolidated financial statements were prepared
|
(1)
|
Basis of presentation
|
(2)
|
Scope of consolidation
|
(a)
|
Number of consolidated subsidiaries 32
|
(b)
|
Names of major consolidated subsidiaries are omitted, as they are described in “1. Current Conditions of the Advantest Group, (3) Significant Subsidiaries” of the Business Report.
|
(3)
|
Application of the equity method
|
(4)
|
Significant accounting policies
|
(i)
|
Cash equivalents
|
(ii)
|
Inventories
|
(iii)
|
Securities
|
(iv)
|
Depreciation of property, plant, and equipment
|
(v)
|
Goodwill and other intangible assets
|
(vi)
|
Impairment of long-lived assets
|
(vii)
|
Allowances
|
(viii)
|
Translation of foreign financial statements
|
(ix)
|
Implementation of a Consolidated Tax System
|
2.
|
Notes to accounting changes
|
3.
|
Notes to change in method of presentation
|
4.
|
Notes to Consolidated Balance Sheets
|
(1)
|
Allowance for doubtful accounts: ¥200 million
|
(2)
|
Accumulated depreciation on property, plant and equipment: ¥43,869 million
|
5.
|
Notes to Consolidated Statements of Stockholders’ Equity
|
(1)
|
Total number of issued shares as of March 31, 2013
|
(2)
|
Distribution of surplus
|
(i)
|
Amount of distribution
|
Resolution
|
Class of shares
|
Aggregate amount of distribution
|
Amount of distribution per share
|
Record date
|
Effective date
|
Resolution at the meeting of the Board of Directors held on May 30, 2012
|
Common stock
|
¥1,733 million
|
¥10
|
March 31, 2012
|
June 4, 2012
|
Resolution at the meeting of the Board of Directors held on October 25, 2012
|
Common stock
|
¥1,735 million
|
¥10
|
September 30, 2012
|
December 3, 2012
|
(ii)
|
Distribution with a record date in fiscal year 2012 and an effective date in fiscal year 2013
|
Resolution
|
Class of shares
|
Source of distribution
|
Aggregate amount of distribution
|
Amount of distribution per share
|
Record date
|
Effective date
|
Resolution at the meeting of the Board of Directors held on May 30, 2013
|
Common stock
|
Retained earnings
|
¥1,738 million
|
¥10
|
March 31, 2013
|
June 4, 2013
|
(3)
|
Stock acquisition rights outstanding as of March 31, 2013
|
6.
|
Notes to Financial Products
|
(1)
|
Financial Products
|
(2)
|
Market Value of Financial Products
|
(unit: million yen) | |||
Consolidated balance sheet amount (*)
|
Market value (*)
|
Difference
|
|
(1) Investment securities
|
|||
Available-for-sale securities
|
5,455
|
5,455
|
—
|
(2) Exchange forward contracts, etc.
Asset Liability |
16
(0)
|
16
(0)
|
—
—
|
(3) Corporate Bonds
|
(25,000)
|
(25,026)
|
(26)
|
|
(*)
|
“( )” means such amount is recorded as a liability.
|
|
(Notes)
|
1.
|
Matters with respect to calculation method of market value of financial products and transactions of securities and derivatives
|
|
(1)
|
With respect to investment securities, those with fair value are presented with estimation, those that are listed on the stock exchanges are at market value.
|
|
(2)
|
Amount of exchange forward contracts is based on the amount calculated by the executing financial institution, and is included in “Other current assets (liabilities)” in the consolidated balance sheet.
|
(3)
|
Amount of corporate bond is based on the published market value.
|
|
2.
|
Non-listed stock (¥468 million of consolidated balance sheet amount) is not included in “(1) Investment securities” above, as such stock has no market value and estimation of fair value is not practical.
|
7.
|
Notes to per share information
|
Net assets per share:
|
¥812.70
|
Basic net income per share:
|
(¥22.03)
|
8.
|
Notes to significant subsequent events
|
9.
|
Other notes
|
Items
|
FY2012
|
FY2011
(reference)
|
Items
|
FY2012
|
FY2011
(reference)
|
Assets
|
Liabilities
|
||||
Current assets
|
51,295
|
57,662
|
Current liabilities
|
29,525
|
55,514
|
Cash and deposits
|
9,372
|
15,568
|
Trade accounts payable
|
6,506
|
11,479
|
Trade notes receivables
|
324
|
46
|
Short term debt
|
14,099
|
25,000
|
Electronically recorded monetary claims
|
2,024
|
―
|
Other accounts payable
|
348
|
9,628
|
Accounts receivable
|
12,923
|
18,711
|
Accrued expenses
|
5,822
|
6,410
|
Securities
|
3,300
|
―
|
Income tax payable
|
1
|
39
|
Merchandises and finished
|
2,840
|
3,432
|
Accrued warranty expenses
|
1,396
|
1,907
|
goods
|
Bonus accrual for directors
|
73
|
115
|
||
Work in progress
|
10,717
|
10,819
|
Other
|
1,280
|
936
|
Raw materials and supplies
|
7,143
|
4,640
|
Noncurrent liabilities
|
35,595
|
9,647
|
Refundable income taxes
|
50
|
138
|
Corporate bonds
|
25,000
|
―
|
Other
|
2,602
|
4,696
|
Allowance for retirement benefits
|
9,141
|
8,408
|
Allowance for doubtful accounts
|
(0)
|
(388)
|
Deferred tax liabilities
|
787
|
604
|
Noncurrent assets
|
139,747
|
134,912
|
Asset retirement obligations
|
80
|
61
|
Property, plant and equipment
|
26,706
|
26,248
|
Other
|
587
|
574
|
Buildings
|
8,512
|
8,816
|
Total liabilities
|
65,120
|
65,161
|
Structures
|
359
|
392
|
Net assets
|
||
Machinery and equipment
|
2,137
|
1,500
|
Stockholders’ equity
|
122,253
|
124,154
|
Vehicles and delivery
|
18
|
12
|
Common stock
|
32,363
|
32,363
|
equipment
|
Capital surplus
|
32,973
|
32,973
|
||
Tools and furniture
|
1,556
|
1,324
|
Capital reserve
|
32,973
|
32,973
|
Land
|
14,099
|
14,147
|
Retained earnings
|
154,537
|
158,416
|
Construction in progress
|
25
|
57
|
Legal reserve
|
3,083
|
3,083
|
Intangible fixed assets
|
985
|
741
|
Other retained earnings
|
151,454
|
155,333
|
Software
|
514
|
495
|
[Reserve for losses in foreign
|
[27,062]
|
[27,062]
|
Other
|
471
|
246
|
investments]
|
||
Investments and other assets
|
112,056
|
107,923
|
[General reserve]
|
[146,880]
|
[146,880]
|
Investment securities
|
5,315
|
5,188
|
[Retained earnings (accumulated
|
[(22,488)]
|
[(18,609)]
|
Investment in affiliated
|
105,145
|
101,332
|
loss)]
|
||
companies
|
Treasury stock
|
(97,620)
|
(99,598)
|
||
Long-term loans receivable
|
268
|
260
|
Difference of appreciation and
|
1,412
|
1,087
|
Other
|
1,437
|
1,143
|
conversion
|
||
Allowance for doubtful
|
(109)
|
―
|
Net unrealized gains on securities
|
1,412
|
1,087
|
accounts
|
Stock acquisition rights
|
2,257
|
2,172
|
||
Total net assets
|
125,922 |
127,413
|
|||
Total assets
|
191,042
|
192,574
|
Total liabilities and net assets | 191,042 |
192,574
|
(unit: million yen) | ||||
Items
|
FY2012
|
FY2011
(reference)
|
||
Net sales
|
63,720
|
99,054
|
||
Cost of sales
|
37,647
|
55,001
|
||
Gross profit
|
26,073
|
44,053
|
||
Selling, general and
administrative expenses |
46,147
|
44,150
|
||
Operating income (loss)
|
(20,074)
|
(97)
|
||
Non-operating income
|
||||
Interest and dividends income
|
21,244
|
9,223
|
||
Other
|
1,395
|
892
|
||
Non-operating expenses
|
||||
Interest expenses
|
158
|
132
|
||
Other
|
2,190
|
4,838
|
||
Ordinary income
|
217
|
5,048
|
||
Extraordinary income
|
||||
Gain on reversal of subscription rights to shares
|
435
|
746
|
||
Liquidation profit from affiliated company
|
―
|
647
|
||
Extraordinary loss
|
||||
Retirement benefit costs
|
―
|
1,479
|
||
Impairment loss
|
48
|
920
|
||
Income before income taxes
|
604
|
4,042
|
||
Income taxes – current
|
(156)
|
(143)
|
||
Income taxes – deferred
|
4
|
8
|
||
Net income
|
756
|
4,177
|
|
(unit: million yen)
|
FY2012
|
FY2011
(reference)
|
|
Stockholders’ Equity
|
||
Common stock
|
||
Balance at beginning of year
|
32,363
|
32,363
|
Changes in the year
|
||
Total changes in the year
|
-
|
-
|
Balance at end of year
|
32,363
|
32,363
|
Capital surplus
|
||
Capital reserve
|
||
Balance at beginning of year
|
32,973
|
32,973
|
Changes in the year
|
||
Total changes in the year
|
-
|
-
|
Balance at end of year
|
32,973
|
32,973
|
Retained earnings
|
||
Legal reserve
|
||
Balance at beginning of year
|
3,083
|
3,083
|
Changes in the year
|
||
Total changes in the year
|
-
|
-
|
Balance at end of year
|
3,083
|
3,083
|
Other retained earnings
|
||
Reserve for losses in foreign investments
|
||
Balance at beginning of year
|
27,062
|
27,062
|
Changes in the year
|
||
Total changes in the year
|
-
|
-
|
Balance at end of year
|
27,062
|
27,062
|
General reserve
|
||
Balance at beginning of year
|
146,880
|
146,880
|
Changes in the year
|
||
Total changes in the year
|
-
|
-
|
Balance at end of year
|
146,880
|
146,880
|
Retained earnings (accumulated loss)
|
||
Balance at beginning of year
|
(18,609)
|
(21,053)
|
Changes in the year
|
||
Dividends from retained earnings
|
(3,468)
|
(1,733)
|
Net income
|
756
|
4,177
|
Sale of treasury stock
|
(1,167)
|
(0)
|
Total changes in the year
|
(3,879)
|
2,444
|
Balance at end of year
|
(22,488)
|
(18,609)
|
Treasury stock
|
||
Balance at beginning of year
|
(99,598)
|
(99,598)
|
Changes in the year
|
||
Purchases of treasury stock
|
(1)
|
(1)
|
Sale of treasury stock
|
1,979
|
1
|
Total changes in the year
|
1,978
|
0
|
Balance at end of year
|
(97,620)
|
(99,598)
|
Total stockholders’ equity
|
||
Balance at beginning of year
|
124,154
|
121,710
|
Changes in the year
|
||
Dividends from retained earnings
|
(3,468)
|
(1,733)
|
Net income
|
756
|
4,177
|
Purchases of treasury stock
|
(1)
|
(1)
|
Sale of treasury stock
|
812
|
1
|
Total changes in the year
|
(1,901)
|
2,444
|
Balance at end of year
|
122,253
|
124,154
|
FY2012
|
FY2011
(reference)
|
|
Difference of appreciation and conversion
|
||
Net unrealized gains on securities
|
||
Balance at beginning of year
|
1,087
|
779
|
Changes in the year
|
||
Changes of items other than stockholders’ equity, net
|
325
|
308
|
Total changes in the year
|
325
|
308
|
Balance at end of year
|
1,412
|
1,087
|
Stock acquisition rights
|
||
Balance at beginning of year
|
2,172
|
1,266
|
Changes in the year
|
||
Changes of items other than stockholders’ equity, net
|
85
|
906
|
Total changes in the year
|
85
|
906
|
Balance at end of year
|
2,257
|
2,172
|
Total net assets
|
||
Balance at beginning of year
|
127,413
|
123,755
|
Changes in the year
|
||
Dividends from retained earnings
|
(3,468)
|
(1,733)
|
Net income
|
756
|
4,177
|
Purchases of treasury stock
|
(1)
|
(1)
|
Sale of treasury stock
|
812
|
1
|
Changes of items other than stockholders’ equity, net
|
410
|
1,214
|
Total changes in the year
|
(1,491)
|
3,658
|
Balance at end of year
|
125,922
|
127,413
|
1.
|
Notes to significant accounting policies
|
(1)
|
Valuation of securities
|
(i)
|
Investments in subsidiaries and equity method affiliates: Stated at cost using the moving average method
|
(ii)
|
Other securities
|
(a)
|
Securities with quoted value
|
(b)
|
Securities not practicable to estimate fair value
|
(2)
|
Valuation of inventories
|
(3)
|
Depreciation and amortization of noncurrent assets
|
(i)
|
Depreciation of plant and equipment (excluding lease assets)
|
(ii)
|
Amortization of intangible fixed assets (excluding lease assets)
|
(4)
|
Allowances
|
(i)
|
Allowance for doubtful accounts
|
(ii)
|
Accrued warranty expenses
|
(iii)
|
Bonus accrual for directors
|
(iv)
|
Allowance for retirement benefits
|
(5)
|
Accounting for consumption taxes
|
2.
|
Notes to balance sheets
|
(1) |
Accumulated depreciation on property, plant and equipment (including accumulated impairment losses):
|
¥60,739 million
|
(2)
|
Short-term receivables from affiliates:
|
¥9,937 million
|
Long-term receivables from affiliates:
|
¥250 million
|
|
Short-term payables to affiliates:
|
¥17,674 million
|
3.
|
Notes to statements of operations
|
Sales:
|
¥40,971 million
|
Purchases:
|
¥17,394 million
|
Non-operating transactions:
|
¥23,226 million
|
4.
|
Notes to Statements of Changes in Net Assets
|
5.
|
Notes to tax effect accounting
|
Deferred tax assets
|
(Unit: million yen)
|
Appraised value of inventories
|
2,067
|
Research and development expenses
|
2,470
|
Allowance for retirement benefits
|
3,293
|
Impairment loss
|
1,792
|
Loss carried forward
|
34,037
|
Tax credits primarily for research
|
|
and development costs
|
7,732
|
Other
|
3,519
|
Subtotal of deferred tax assets
|
54,910
|
Valuation allowance
|
(54,910)
|
Total of deferred tax assets
|
-
|
Deferred tax liabilities
|
|
Valuation difference in other securities
|
(774)
|
Other
|
(13)
|
Total of deferred tax liabilities
|
(787)
|
Net deferred tax liabilities
|
(787)
|
6.
|
Notes to transactions with related parties
|
(1)
|
Parent company and major corporate shareholders
|
(2)
|
Officers and major individual investors
|
(3)
|
Subsidiaries
|
Company name
|
Address
|
Common stock
|
Principal Activities
|
Percentage of Voting Rights
|
Description of relationships
|
Details of transactions
|
Amount of transactions
|
Items
|
Balance at fiscal year end
|
|
Officer of subsidiaries temporarily transferred from the Company
|
Business relationship
|
|||||||||
Advantest Finance Inc.
|
Chiyoda-ku, Tokyo
|
¥1,000 million
|
Leasing of test systems, etc. and sales of used products
|
100.0%
|
Yes
|
Leasing of the Company’s products and sales of used products
|
Leasing
|
¥524
million
|
Accrued expenses
|
¥140
million |
Advantest America, Inc.
|
California, U.S.A.
|
4,059
thousand USD
|
Development and sale of test systems, etc.
|
100.0%
|
Yes
|
Development and sale of the Company’s products
|
Sales
|
¥21,639
million |
Accounts receivable
|
¥2,571
million |
Advantest Europe GmbH
|
Munich,
Germany
|
10,793 thousand Euros
|
Development and sale of test systems, etc.
|
100.0%
|
Yes
|
Development and sales of the Company’s products
|
Loans
|
¥4,699
million
|
Short-term loans receivable
|
¥4,829
million |
Advantest Taiwan Inc.
|
Hsin-Chu Hsien, Taiwan
|
760,000 thousand New Taiwan Dollars
|
Sale of test systems, etc.
|
100.0%
|
Yes
|
Sale of the Company’s products
|
Sales
|
¥12,048
million |
Accounts receivable
|
¥3,817
million |
Advantest (Singapore) Pte. Ltd.
|
Singapore
|
15,300 thousand Singapore Dollars
|
Sale of test systems, etc.
|
100.0%
|
Yes
|
Sale of the Company’s products
|
Receipt of dividends
|
¥19,530
million |
-
|
-
|
Loans
|
¥9,574
million
|
Short-term loans receivable
|
¥9,270
million |
1.
|
Terms and conditions of transactions and determination of policies thereof
|
2.
|
Amount of transactions of loans are stated at the average balance for the fiscal year.
|
7.
|
Notes to per share information
|
Net assets per share: | ¥711.56 |
Net profit per share: | ¥4.36 |
8.
|
Notes to significant subsequent events
|
9.
|
Other notes
|
Ernst & Young ShinNihon LLC
|
||
Kiyomi Nakayama
Certified Public Accountant
Designated and Engagement Partner
|
![]() |
|
Makoto Usui
Certified Public Accountant
Designated and Engagement Partner
|
![]() |
|
Takuya Tanaka
Certified Public Accountant
Designated and Engagement Partner
|
![]() |
Ernst & Young ShinNihon LLC
|
||
Kiyomi Nakayama
Certified Public Accountant
Designated and Engagement Partner
|
![]() |
|
Makoto Usui
Certified Public Accountant
Designated and Engagement Partner
|
![]() |
|
|
Takuya Tanaka
Certified Public Accountant
Designated and Engagement Partner
|
![]() |
2.
|
Results of Audit
|
(1)
|
Results of audit of the business report and other documents
|
|
(i)
|
The business report and the related supplementary schedules of the Company accurately present the financial conditions of the Company in conformity with applicable laws and regulations and the Articles of Incorporation of the Company.
|
(ii)
|
No irregularity or violation of applicable laws or regulations or the Articles of Incorporation of the Company was found with respect to the activities of the Directors.
|
(iii)
|
The contents of the resolutions of the meeting of the Board of Directors with respect to the internal control system are appropriate. In addition, there are no matters to be pointed out regarding the entries in the business report and the performance of duties of Directors with respect to the internal control system.
|
(2)
|
Results of audit of the financial statements and the related supplementary schedules
|
(3)
|
Results of audit of the consolidated financial statements
|
Board of Corporate Auditors of Advantest Corporation
|
|||
Yuichi Kurita
Standing Corporate Auditor
|
![]() |
||
Akira Hatakeyama
Standing Corporate Auditor
|
![]() |
||
Megumi Yamamuro
Outside Corporate Auditor
|
![]() |
||
Masamichi Ogura
Outside Corporate Auditor
|
![]() |
Fiscal Year:
|
Starting from April 1 of each year and ending on March 31 of the following year
|
Ordinary general meeting of shareholders:
|
June of each year
|
Date of decision on shareholders of record qualified to
|
attend ordinary general meeting of shareholders: March 31 of each year
|
receive dividends: March 31 of each year
|
|
receive interim dividends: September 30 of each year
|
|
Number of shares comprising one unit:
|
100 shares
|
Share registration agent:
|
Mitsubishi UFJ Trust and Banking Corporation
|
Contact information of the aforementioned agent
|
Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation
7-10-11, Higashi-suna, Koto-ku, Tokyo 137-8081
Toll free number: 0120-232-711
|
Method for public notice:
|
Public notices will be posted on the Company’s website (http://www.advantest.co.jp/investors/).
However, in case of accidents or other inevitable circumstances that prevent the Company from posting public notices on such Company’s website, public notices will be published in the Nihon Keizai Shimbun.
|
1.
|
Please inform the securities firm at which you hold an account of changes of address, demands for sales and purchases of fractional shares or other various services. Share registration agent (Mitsubishi UFJ Trust and Banking Corporation) is not able to provide such services.
|
2.
|
For various services in connection with those shares that are recorded in the special account, please contact the firm responsible for administering such special account described below.
|
3.
|
Unpaid dividends shall be paid at the head office or any branch office of Mitsubishi UFJ Trust and Banking Corporation.
|
The firm responsible for administering special account:
|
Tokyo Securities Transfer Agent Co., Ltd.
|
Contact information of the aforementioned firm
|
Business Center, Tokyo Securities Transfer Agent Co., Ltd.
2-8-4, Izumi, Suginami-ku, Tokyo 168-8522
Toll free number: 0120-49-7009
|
Q63RXS]]D8`D^C$?-^=`BGXHQ+=&)1VZ^G-=IH]@FF:/;6:#'E1@'Z]_UK
MGI;6,Z_9IC>QE!.>X'-=::!B4AH)I#0(,UT-M_QZ0_[B_P`JYW-=%:_\>D/^
MXO\`*@9B44N*4"@0VBGXJCJ>LZ;HL'FZI>PVJ]O,;EOH.I_"@!NJ*%M3,"`\
M?W<]\]JSK*[CN
=ITVKC.3G/ M_P"N@9ZG8V<>GV4=M%R$'+'JQ[G\34QJ&QO[;4K07-E*LL19DW+V96*L/J"" M*F-`AA-)2M32:`#-%-S10!=Q0<*I+$`#DD]J\;UWXT7LY:+0+1+2/H)I@'D^ MN/NC]:X'5/$FL:PQ.I:C<7`/\+R';^"]!0.Q]!ZKXY\-Z/D7>K0-(/\`EG"? M,;Z?+G'XXKSKQ9\8C>:?)9^&X)K8R?*UU,0'"]]H&<'WSQ]>GEQ!/6FLO'TI M!8^B/@NT4_PZA1E#8GF23=SN);//X$5T6J:3]C!N+52T0ZJ.2G^(KA?@'>&3 M0-5L&_Y8W*RK_P`"7!_]!'YUZ!K/B&VMKK^S8[GR+EUR9FC)2+/3)QMS[$]Q MZTP.<@L9=1OMZ1EBPR!C@#MDUOVNA6VG*T[XDN-N#)C[H]%]*-/N8M%$=K>K M'&L[_)"Z-\2[ M_P`+^)-6%FD=YIMU?33BW MF?\`>7G\P*\"2,;B>E2A<,1BD.Q]66E_9ZE;B?3[J&ZB/\<,@8?I4I%?+%G> MWFG3":PNIK:4?QQ.5/YBNPTGXL>(].95O9(]1A'59E`;'LP_KFF*Q[I17%:3 M\5O#FHP9O97TZ8#F.92P/T91S^.**!'AHZ9HXJ.%@T>.XX-.+8P3@TBAX/.* M'Z'-,*GJIP?TIP+$?-C/J.]`'H/P4U9M/\:S6I)*7ELXV#^)E^8?IFO4/LUY M8>)YYHH!>"<>9<1EOFY./ESP0,8P<=N:\"\)ZD-'\9:5?%MJ17*;R.RDX;]" M:^DGN'N-:N;6T.R60`23`\QQ@GI[DEL?B>V*8F .<=.!BJOQFN_L/@*VL2Y+SW"1\GEE4$Y/XA?SJYI=Q9Z7XRO6A M9$L4*PEC]W?D[CGN 3* M>>]*XQ*I[=,4J`E?2E"*.>I' QANM5CCM8UBTRP8%FZ*[K MT4>RGDGUP.QKQKQ[KR^(O%UQ>1,3$`D49(P2%4`G\3D_C7MWBY5C\"QI&H56 M2%2%&`02N1^.37SUK/\`R,=]_P!?$G_H1H$B`#"BD9_*C=V/"C)IW\(_SVJO MJ/\`QXO^'\Z!DED"MJA;J1D_4\TR_?9;,`<$\#Z]*GC_`-6OTJGJ/^J'^^O\ 7Z`'>46;`.U%^5<>U%2R<*N/>B@9__]D_ ` end
&[@Q>-!!<1J(KA=L$F2<[">.?7D_B!5/X
M]W[1^';&Q5L"6X#E?4!6_P`_C6-J6LWNG>)X94@DN(K6.&;;'G