ANNUAL REPORT Year Ended March 31, 2016 PROFILE Makino Milling Machine Co., Ltd. is a manufacturer of advanced machine tools, founded in May 1937. Its corporate mission is to contribute to the development of industry in Japan and around the world by quickly discerning and responding to industrial trends with technological innovation. Makino’s state-of-the-art machine tools and machining technologies are used in the manufacturing systems of companies in a wide range of industries. Working with local partners possessing strong technical capabilities, Makino has built an extensive sales network in the United States, Europe and Asia, capable of responding to changes in global machine tool demand and structural changes in manufacturing operations. Major products lines: Machining centers, Numerical control (NC) electrical discharge machines (EDM), Milling machines and other products FIVE-YEAR FINANCIAL SUMMARY Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries Years ended March 31 Thousands of dollars Millions of yen 2012 Net sales Net income attributable to owners of the parent Net assets Total assets 2013 2014 2015 2016 2016 ¥110,460 ¥126,809 ¥123,896 ¥149,506 ¥161,979 $1,437,513 3,698 83,750 178,361 5,159 92,665 209,785 4,294 99,246 218,499 11,449 117,836 245,456 12,168 117,133 234,264 107,987 1,039,518 2,079,020 Yen Dollars Earnings per share attributable to owners of the parent Basic Diluted ¥33.24 — ¥46.38 46.17 ¥38.60 34.17 ¥102.93 91.11 ¥109.56 96.97 Number of employees 3,992 4,207 4,178 4,279 4,455 $0.97 0.86 Note: US dollar amounts have been translated from yen, for convenience only, at the rate of ¥112.68=US$1, the approximate Tokyo foreign exchange market rate as of March 31, 2016. CONTENTS TO OUR SHAREHOLDERS AND INVESTORS..................................1 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS..........10 CORPORATE GOVERNANCE........................................................3 CONSOLIDATED STATEMENTS OF CASH FLOWS.........................11 BUSINESS RISKS..........................................................................5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................12 CONSOLIDATED BALANCE SHEETS.............................................6 INDEPENDENT AUDITOR'S REPORT..............................................30 CONSOLIDATED STATEMENTS OF INCOME.................................8 BOARD OF DIRECTORS AND CORPORATE AUDITORS..................32 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME.....9 CORPORATE DATA......................................................................32 TO OUR SHAREHOLDERS AND INVESTORS 1. Analyses of Operating Results and Financial Position (1) Analysis of Operating Results 1) Operating Results for Fiscal 2016 During fiscal 2016, the Company posted net sales of ¥161,979 million (up 8.3% year on year), operating income of ¥14,465 million (up 20.3% year on year), and net income attributable to owners of the parent of ¥12,168 million (up 6.3% year on year) on a consolidated basis. Orders received on a consolidated basis amounted to ¥161,504 million (up 2.1% year on year). The details of operating results by geographic region are as follows: Makino Milling Machine Co., Ltd. and Its Consolidated Subsidiaries in Japan Domestic orders received by Makino Milling Machine Co., Ltd. increased in the first half of the year partly thanks to government policies and decreased in the second half in reaction to that increase. Orders received for the full year exceeded the level of the previous year as a moderate recovery continued. MAKINO ASIA PTE LTD In China, amid an economic slowdown, demand for machine tools and other industrial goods remained sluggish. We received orders from various industries, centering on export industries, and as a result, orders received for the year slightly exceeded the level of the previous year, which comes from the initiatives to strengthen our sales network covering various parts of China. MAKINO INC. Demand for machine tools decreased despite the robust economic performance of the United States in the first half of the year, and orders received greatly decreased from the previous year. Contracts for auto and aircraft manufacturers were concentrated in the second half, and as a result, orders received for the full year exceeded the level of the previous year. MAKINO Europe GmbH Aircraft-related demand continued. Investment in the die and mold industry has also been robust. However, orders received were below the previous year’s level as general parts processing customers were cautious about investment. 2) Outlook (Fiscal 2017) Fiscal 2017 started with soft demand for machine tools. Considering the situations in various regions, we expect demand to recover in the first half. The Company forecasts orders received on a consolidated basis to be below the previous year’s level because of appreciation of the yen. The details of the forecast by geographic region are as follows: Makino Milling Machine Co., Ltd. and Its Consolidated Subsidiaries in Japan Steady demand is continuing for the purpose of increasing production efficiency and responding to technological change. We will endeavor to increase orders received by proposing to those customers that they upgrade to highly accurate and highly efficient machines. MAKINO ASIA PTE LTD Although the Chinese market remains lackluster, certain users are positive for capital investment. Taking advantage of our sales network covering various parts of China, we intend to strengthen initiatives to cultivate customers responding to increasingly sophisticated domestic demand, in addition to export industries. We anticipate recovery in other regions and orders received in local currencies exceed the previous year’s level. MAKINO INC. Demand for machines for structural components and for engine parts from the aircraft industry is on an upward trend. For automotive parts manufacturers, we are reinforcing engineering systems geared to automation. Orders received in local currencies are expected to exceed the previous year’s level. MAKINO Europe GmbH We are reviewing our sales system, in view of low orders received for machines for general parts processing in the previous year. With the expansion of sales offices in Germany, we are well prepared to respond more meticulously to needs of die and mold as well as aircraft industries. The Group’s consolidated performance forecasts for fiscal 2017 are as follows: (Million yen) Forecasts for the first six months (1st and 2nd quarters combined) Forecasts for the full fiscal year *1 *2 Operating income Net sales *1 66,700 down 11.1% *2 150,000 down 7.4% *1 *2 1,500 down 74.8% 9,200 down 36.4% Net income attributable to owners of the parent *1 *2 1,000 down 80.7% 6,500 down 46.6% Compared with the same period of fiscal 2016 Year on year 1 Both sales and profit will decrease compared with fiscal 2016 because the trend of currency exchange rates shifted to yen appreciation. We expect demand for machine tools to remain at a standstill for some time. However, technological innovation requiring high-accuracy, high-efficiency processing is further accelerating. In response to this trend, we are promoting investment in human resources and facilities so as to be prepared for the anticipated increase in demand. (2) Analysis of Financial Position Total assets on a consolidated basis at the end of fiscal 2016 decreased ¥11,192 million from the end of fiscal 2015 to ¥234,264 million. This was primarily attributable to a decrease of ¥7,121 million in notes and accounts receivable, a decrease of ¥5,653 million in inventories, a decrease of ¥7,597 million in investment securities, and an increase of ¥9,232 million in cash and deposits. Total liabilities decreased by ¥10,490 million from the end of fiscal 2015 to ¥117,130 million. This was primarily attributable to a decrease of ¥6,123 million in notes and accounts payable and a decrease of ¥3,013 million in short-term loans. The method for certain payments has changed to electronically recorded obligations-operating. Net assets decreased by ¥702 million from the end of fiscal 2015 to ¥117,133 million. The principal items were an increase of ¥10,388 million in retained earnings, a decrease of ¥5,014 million in unrealized gains on available-for-sale securities, and a decrease of ¥3,297 million in foreign currency translation adjustments. (Cash Flows) At the end of fiscal 2016, net cash provided by operating activities was ¥24,879 million, principally reflecting ¥15,389 million in income before income taxes, ¥5,684 million in depreciation and amortization, a decrease of ¥4,306 million in inventories, and a decrease of ¥5,614 million in notes and accounts receivable, trade. Net cash used in investing activities was ¥6,382 million. The principal items were a net decrease of ¥400 million in time deposits and purchases of property, plant and equipment amounting to ¥7,264 million. Net cash used in financing activities was ¥6,795 million. This resulted principally from outflow of ¥3,930 million from long-term loans payable and dividends paid amounting to ¥1,779 million. As a result, cash and cash equivalents on a consolidated basis at the end of fiscal 2016 increased by ¥10,132 million from the end of fiscal 2015 to ¥52,364 million. 2 The table below shows trends in cash-flow indicators. 73rd term 74th term 75th term Term ended Term ended Term ended March 2012 March 2013 March 2014 Shareholders’ equity ratio (%) 46.6 43.8 45.1 Shareholders’ equity ratio on a market value basis (%) 44.2 30.4 37.0 Ratio of interest-bearing debt to cash flows (%) — 5.8 8.1 Interest coverage ratio (times) — 14.0 10.2 76th term 77th term Term ended Term ended March 2015 March 2016 Shareholders’ equity ratio (%) 47.7 49.7 Shareholders’ equity ratio on a market value basis (%) 46.3 32.4 5.9 2.3 17.0 52.9 Ratio of interest-bearing debt to cash flows (%) Interest coverage ratio (times) Shareholders’ equity ratio: Shareholders’ equity / Total assets Shareholders’ equity ratio on a market value basis: Market capitalization / Total assets Ratio of interest-bearing debt to cash flows: Interest-bearing debt / Cash flows Interest coverage ratio: Cash flows / Interest payment * Each indicator is calculated from consolidated financial data. * Market capitalization is computed based on the number of shares issued, excluding treasury stock. * Cash flows mean cash flows from operating activities. * Interest-bearing debt includes all liabilities bearing interest posted in the consolidated balance sheets. Interest payment is interest paid recorded in the consolidated statements of cash flows. July 2016 Shinichi Inoue President CORPORATE GOVERNANCE 1. Corporate governance Basic corporate governance rationale Makino Milling Machine Co., Ltd. regards strong management oversight functions as a vital element in the strengthening of competitiveness, swifter decisionmaking and greater transparency. (1) Corporate governance status 1) Governing body Makino Milling Machine Co., Ltd. is a company with Board of Directors. As of June 23, 2016, the Company’s Board of Directors consists of eight directors. The Board of Directors meets once a month and, in addition to carrying out the tasks specified by laws and regulations and by the Articles of Incorporation, makes decisions on important matters and supervises operational duties. Whereas the representative director elected by the Board of Directors engages in execution of operational duties as the representative of the Company, specific operational duties are allocated among nonrepresentative directors and executed by them. The term of office of a director is one year and directors are elected by vote of the annual general meeting of shareholders. Makino Milling Machine Co., Ltd. is also a company with corporate auditors and with Board of Auditors. As of June 23, 2016, the Company’s Board of Auditors consists of three statutory auditors (two of whom are full-time corporate auditors), of whom two are outside corporate auditors. The statutory auditors attend meetings of the Board of Directors and make remarks, as necessary, in the course of deliberation on the agenda. Also, the Board of Auditors meets periodically and, in addition to items specified by laws and regulations, deliberates and makes decisions on matters necessary for statutory auditors’ activities, and audits directors’ execution of operational duties from an independent standpoint. 2) Internal control systems and risk management systems At its meeting held on May 1, 2006, the Company’s Board of Directors passed a resolution concerning ”the development of systems necessary to ensure that the execution of duties by directors complies with laws and regulations and the articles of incorporation, and other systems prescribed by the applicable Ordinance of the Ministry of Justice as systems necessary to ensure the properness of operations of a Stock Company (internal control systems)” provided for in Article 348 Paragraph 4 and in Article 362 Paragraph 5 of the Corporation Law. The Company’s internal control systems and risk management systems are described below. Positioning risk management as the basis of systems ensuring properness of execution of duties, the Company is putting in place risk management systems not only for the purpose of managing risks that may cause losses to the Company but also for preventing deviation from laws and regulations and the Articles of Incorporation and for ensuring efficient execution of duties. Directors in charge of operations and departmental heads are responsible for management of usual risks. Risks that the directors or the statutory auditors consider material, and moreover, that they consider should be examined by the Board of Directors are examined, judged and dealt with by the Board of Directors. The Company has formulated internal rules, including the Risk Management Rules in which deviation from laws and regulations and the Articles of Incorporation is provided for as a type of risk, Employment Rules and the Security Export Control Program. The Company is endeavoring to ensure compliance with laws and regulations, rules and norms by raising employee awareness through the provision of training for new employees and periodic and non-periodic training. Regarding the recording of operational activities, records are prepared and retained in accordance with the Rules of the Board of Directors in the case of information on execution of duties of directors and in accordance with the Rules for Formal Approvals in the case of decision-making for routine operations. Subsidiaries are required to report to the Company on their execution of duties and risk situations, as necessary, and the Company’s directors or employees are dispatched as directors of subsidiaries to participate in management and be responsible for oversight. Regarding audit by auditors, as well as reporting on important matters at meetings of the Board of Directors, based on the statutory auditors’ requests directors make reports or hold a meeting with statutory auditors, as necessary. Directors and employees are required to report to statutory auditors without delay concerning any eventuality that may cause significant damage or that caused damage to the Company. In the event that statutory auditors request assistants, the Company selects such assistants based on the discussion with statutory auditors about the number of assistants, positions, affiliation, etc., and secures the consent of the Board of Auditors for treatment of such assistants. In addition, with respect to the system specified by a Cabinet Office Ordinance as necessary for ensuring appropriateness of statements on finance and accounting and other information as set forth in Article 24-4-4, Paragraph 1 of the Financial Instruments and Exchange Law, the Company 3 maintains and manages such system in accordance with the basic framework of internal control as indicated in the” On the Setting of the Standards and Practice Standards for Management Assessment and Audit concerning Internal Control Over Financial Reporting (Council Opinions)” published by the Business Accounting Council. 3) Internal audit and audit by corporate auditors Necessary audits are performed at the Company on the basis of close cooperation between the corporate auditors, the accounting auditor and relevant staff at the Finance Department, the General Affairs Department and the Internal Audit Office. Internal audit on maintenance and management of internal control over financial reporting is conducted by the Internal Audit Office (consists of two members), which is established as an independent organization and directly reports to the President, in cooperation with relevant departments of the Company and its consolidated subsidiaries. Regarding audits by the accounting auditor, necessary coordination such as scheduling is made internally through discussion between the corporate auditors, the Finance Department, the General Affairs Department and the Internal Audit Office. Corporate auditors and the Finance Department periodically exchange views with the accounting auditor and the necessary coordination is made. In addition, corporate auditors witness the audit process, as deemed necessary, to monitor the accounting auditor’s audit proceedings. Regarding audits by auditors, the statutory auditors gather necessary and sufficient information for conducting audits, including the situation of the Company and situations of its subsidiaries and affiliates, on a routine basis through systematic exchanges of views with directors, managerial personnel, key employees, and the accounting auditor of the Company and its subsidiaries and affiliates. Also, statutory auditors receive reports on the accounting auditor’s audit results, and use such information in conducting stringent audits. 4) Accounting audits Certified public accountants engaged in the Company’s accounting audits are Ms. Naoko Enomoto and Mr. Makoto Iwabuchi, both of whom are with Gyosei & Co. Assistants engaged in the accounting audits comprise six certified public accountants and seven other persons. 5) Relations with outside corporate auditors There are no personal, capital or transactional relations between the Company and its two outside corporate auditors. 4 (2) Compensation paid to directors and corporate auditors The compensation paid to directors and corporate auditors of the Company is as follows: Number of persons Directors excluding outside directors Corporate auditors excluding outside corporate auditors Outside directors and corporate auditors Amount of compensation (Millions of yen) 8 259 1 24 3 40 On Introduction of Measures against Large-scale Purchases of the Company’s Shares (Anti-Takeover Measures) The Company aims to produce reliable products, providing the machine tools and technologies that are most suitable for our customers so that they can manufacture their products efficiently. It is an invaluable asset to the Company to satisfy their demand and to maintain strict confidentiality of them. We believe that we must eliminate large-scale purchases of the shares which will damage this relationship based on trust. The introduction of the Anti-takeover Measures was approved by the shareholders at the Ordinary General Meeting of Shareholders on June 20, 2008 and came into effect. BUSINESS RISKS The Group operates around the world, and the operations are influenced by a range of different factors, the most important of which are as follows: - Changes in global economic conditions: The sales of the Company heavily depend on capital expenditures in the manufacturing industry in Japan, Asia and America. Since the investment appetite of companies is likely to fall more sharply than the general economy, there is the possibility that orders and sales of producer goods will decline rapidly if the global economy slows. - Trends in individual industries: Many of the Company’s products are used in automotive companies. Although trends in capital expenditure in the auto sector are the most stable in the manufacturing industry, they have a very substantial effect on sales of the Company because the capital expenditure, which is large, has a very significant influence on supply and demand in the market for machine tools. Sales in growth industries, including IT and digital home appliances, change sharply every fiscal year because of violent fluctuations in supply and demand. - Exchange rate fluctuations: More than half of the Company’s products are sold overseas. Moreover, we have developed a range of operations overseas. Exchange rates consequently have a significant impact on the sales and income of the Company. - Changes in the supply-demand of parts and raw materials: Machine tools contain many parts and raw materials. If supply of parts and raw materials tightens, prices may rise, and this in turn could influence income. If the needed quality, quantity, and delivery dates are not secured, it could influence production and sales. - Country risk: The Company has made inroads into countries that are modernizing their industries. If unexpected changes occur in the political, economic, or social circumstances in these countries, or if legal regulations are established or tightened, it could affect the sales and income of the Company. 5 CONSOLIDATED BALANCE SHEETS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries March 31, 2014, 2015 and 2016 US$1=¥112.68 Thousands of dollars Millions of yen 2014 2015 2016 2016 ¥43,664 ¥43,008 ¥52,240 $ 463,613 1,004 1,005 1,102 9,779 Notes and accounts receivable (Notes 2.k, 3 and 5) 40,389 45,803 38,682 343,290 Inventories (Notes 2.f and 6) 47,471 57,053 51,399 456,150 Deferred income taxes (Notes 2.j and 10) 1,839 3,445 1,665 14,776 Other current assets 4,122 5,214 4,636 41,143 (756) (1,030) 137,735 154,500 148,920 1,321,618 17,539 24,669 17,072 151,508 531 526 443 3,931 1,638 1,987 3,102 27,529 711 464 273 2,422 4,769 4,813 4,750 42,154 (451) (420) 24,738 32,041 25,280 224,352 Land 16,479 16,767 17,524 155,520 Buildings and structures 61,567 64,315 66,004 585,764 Machinery and equipment 30,522 34,398 35,001 310,623 3,208 2,220 2,288 20,305 818 1,851 2,173 19,284 112,596 119,553 122,992 1,091,515 Accumulated depreciation (56,572) (60,638) (62,929) (558,475) Total property, plant and equipment 56,024 58,914 60,063 533,040 ¥218,499 ¥245,456 ¥234,264 $2,079,020 ASSETS Current assets: Cash and time deposits (Notes 3 and 15) Marketable securities (Notes 2.e, 3 and 4) Allowance for doubtful accounts (Notes 2.h and 3) Total current assets (806) (7,152) Investments and other assets: Investment securities (Notes 2.e, 3 and 4) Long-term loans receivable Deferred income taxes (Notes 2.j and 10) Net defined benefit assets (Notes 2.i and 8) Other long-term assets Allowance for doubtful accounts (Notes 2.h and 3) Total investments and other assets (361) (3,203) Property, plant and equipment (Note 2.g): Lease assets (Note 9) Construction in progress Total assets The accompanying notes are an integral part of these statements. 6 US$1=¥112.68 Thousands of dollars Millions of yen LIABILITIES AND NET ASSETS Current liabilities: Notes and accounts payable (Note 3): Trade Other Electronically recorded obligations-operating (Note 3) Short-term loans (Notes 3 and 7) Current portion of long-term debt (Notes 2.k, 3, 5 and 7) Short-term lease obligations (Note 7) Accrued expenses Income taxes payable Other current liabilities Total current liabilities Long-term liabilities: Long-term debt (Notes 2.k, 3, 5 and 7) Long-term lease obligations (Note 7) Net defined benefit liabilities (Notes 2.i and 8) Allowance for directors' and corporate auditors’ retirement benefits (Note 2.i) Deferred income taxes (Notes 2.j and 10) Other long-term liabilities Total long-term liabilities 2014 2015 2016 2016 ¥24,418 6,100 ¥27,372 8,909 ¥21,249 8,019 $188,578 71,166 — 7,380 — 8,071 3,124 5,058 27,724 44,888 10,646 432 7,743 763 2,912 60,396 3,908 283 9,862 1,706 3,862 63,976 11,405 279 8,785 1,543 2,929 62,393 101,215 2,476 77,964 13,693 25,993 553,718 47,731 1,523 50,219 1,197 41,571 1,156 368,929 10,259 2,270 3,367 5,616 49,840 43 4,992 2,293 58,856 52 6,689 2,117 63,643 61 4,275 2,055 54,736 541 37,939 18,237 485,764 19,263 19,263 170,953 32,595 54,866 (4,794) 32,602 65,254 (5,629) 289,332 579,108 (49,955) Net assets: Shareholders’ equity Common stock, no par value 19,263 Authorized :300,000,000 shares Issued :119,944,543 shares as of March 31, 2014, 2015 and 2016 Capital surplus 32,595 44,556 Retained earnings (Note 13) Treasury stock (4,785) 8,702,060; 8,712,596 and 9,893,017 shares as of March 31, 2014, 2015 and 2016 respectively Total shareholders’ equity 91,630 Accumulated other comprehensive income Unrealized gains on available-for-sale securities (Note 2.e) 8,547 Deferred losses on hedges (Note 2.k) (8) Foreign currency translation adjustments 208 Remeasurements of defined benefit (1,757) plans (Notes 2.i and 8) Total accumulated other comprehensive income 6,989 626 Non-controlling interests (Note 2.n) 99,246 Total net assets ¥218,499 Total liabilities and net assets 101,930 111,490 989,439 13,811 (4) 8,796 — 78,061 — 4,269 971 8,617 (2,814) 15,261 644 117,836 ¥245,456 (4,814) 4,954 689 117,133 ¥234,264 (42,722) 43,965 6,114 1,039,518 $2,079,020 The accompanying notes are an integral part of these statements. 7 CONSOLIDATED STATEMENTS OF INCOME Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2014, 2015 and 2016 US$1=¥112.68 Thousands of dollars Millions of yen 2014 2015 2016 2016 ¥123,896 ¥149,506 ¥161,979 $1,437,513 89,707 102,970 113,306 1,005,555 34,188 46,536 48,673 431,957 29,277 34,511 34,208 303,585 4,910 12,025 14,465 128,372 Interest and dividend income 271 336 727 6,451 Interest expense (752) (612) (469) (4,162) Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating income Other income (expenses): Subsidy income — — 762 6,762 Gain on sales of property, plant and equipment 59 85 87 772 Gain on sales of investment securities 149 — 33 292 Loss on disposal of property, plant and equipment (58) (49) (122) (68) — — — (99) — — — Impairment loss (Note 12) — (140) — — Office transfer expenses — (123) — — 306 964 (1,082) Provision of allowance for doubtful accounts for subsidiaries and affiliates Loss on valuation of stocks of subsidiaries and affiliates Exchange gain (loss), net (559) (4,960) 620 538 464 4,117 Income before income taxes 5,339 13,023 15,389 136,572 Income taxes (Notes 2.j and 10) - Current 1,161 2,928 2,490 22,097 (190) (1,420) 677 6,008 4,368 11,515 12,221 108,457 73 65 53 470 ¥4,294 ¥11,449 ¥12,168 $107,987 Other, net - Deferred Net income (Note 2.n) Net income attributable to non-controlling interests (Note 2.n) Net income attributable to owners of the parent (Note 2.n) Yen Dollars Per share of common stock: Net income attributable to owners of the parent (Note 2.n) - Basic - Diluted Cash dividends applicable to the period The accompanying notes are an integral part of these statements. 8 ¥38.60 ¥102.93 ¥109.56 $0.97 34.17 91.11 96.97 0.86 10.00 14.00 16.00 0.14 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2014, 2015 and 2016 US$1=¥112.68 Thousands of dollars Millions of yen Net income (Note 2.n) 2014 2015 2016 2016 ¥4,368 ¥11,515 ¥12,221 $108,457 2,343 5,265 (29) 4 2,701 4,065 Other comprehensive income (loss) (Note 14): Unrealized gains (losses) on available-for-sale securities (Note 2.e) Deferred gains (losses) on hedges (Note 2.k) Foreign currency translation adjustments (Note 2.d) (5,016) 4 (44,515) 35 (3,297) (29,259) Remeasurements of defined benefit plans (Notes 2.i and 8) Other comprehensive income (loss) Total comprehensive income — (1,055) (2,004) (17,784) 5,016 8,280 (10,313) (91,524) ¥9,384 ¥19,796 ¥1,907 $16,924 9,306 19,721 1,861 16,515 77 74 46 408 ¥9,384 ¥19,796 ¥1,907 $16,924 Total comprehensive income attributable to: Owners of the parent Non-controlling interests (Note 2.n) The accompanying notes are an integral part of these statements. 9 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2014, 2015 and 2016 US$1=¥112.68 Thousands of dollars Millions of yen 2014 2016 ¥19,263 19,263 ¥19,263 19,263 ¥19,263 19,263 $ 170,953 170,953 Capital surplus: Balance at beginning of year Disposal of treasury stock Balance at end of year 32,595 — 32,595 32,595 — 32,595 32,595 6 32,602 289,270 53 289,332 41,144 44,556 54,866 486,918 — 83 — — 4,294 (1,112) 230 44,556 11,449 (1,223) — 54,866 12,168 (1,779) — 65,254 107,987 (15,788) — 579,108 Treasury stock: Balance at beginning of year Acquisition of treasury stock Disposal of treasury stock Balance at end of year (4,778) (6) — (4,785) (4,785) (9) — (4,794) (4,794) (848) 13 (5,629) (42,545) (7,525) 115 (49,955) Unrealized gains on available-for-sale securities (Note 2.e): Balance at beginning of year Net change during the year Balance at end of year 6,203 2,343 8,547 8,547 5,263 13,811 13,811 (5,014) 8,796 122,568 (44,497) 78,061 20 (29) (8) (8) 4 (4) (4) 4 — (35) 35 — Foreign currency translation adjustments (Note 2.d): Balance at beginning of year Net change during the year Balance at end of year (2,489) 2,698 208 208 4,060 4,269 4,269 (3,297) 971 37,886 (29,259) 8,617 Remeasurements of defined benefit plans (Notes 2.i and 8): Balance at beginning of year Net change during the year Balance at end of year — (1,757) (1,757) (1,757) (1,057) (2,814) (2,814) (1,999) (4,814) (24,973) (17,740) (42,722) 706 (80) ¥626 626 17 ¥644 Retained earnings (Note 13): Balance at beginning of year Cumulative effects of changes in accounting policies Net income attributable to owners of the parent (Note 2.n) Cash dividends Other Balance at end of year Deferred gains (losses) on hedges (Note 2.k): Balance at beginning of year Net change during the year Balance at end of year Non-controlling interests (Note 2.n): Balance at beginning of year Net change during the year Balance at end of year The accompanying notes are an integral part of these statements. 10 2016 2015 Common stock: Balance at beginning of year Balance at end of year 644 45 ¥689 $ 5,715 399 6,114 CONSOLIDATED STATEMENTS OF CASH FLOWS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries For the years ended March 31, 2014, 2015 and 2016 US$1=¥112.68 Thousands of dollars Millions of yen 2014 Cash flows from operating activities: Income before income taxes Adjustments for: Income taxes (paid) refund Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for directors’ and corporate auditors’ retirement benefits Increase (decrease) in net defined benefit liabilities Increase (decrease) in allowance for doubtful accounts (Gain) loss on sales of property, plant and equipment Loss on disposal of property, plant and equipment (Gain) loss on sales of investment securities (Increase) decrease in notes and accounts receivable, trade (Increase) decrease in inventories Increase (decrease) in notes and accounts payable, trade Other, net Net cash provided by (used in) operating activities Cash flows from investing activities: (Increase) decrease in time deposits Proceeds from sales of investment securities Purchases of investment securities Purchases of property, plant and equipment Proceeds from sales of property, plant and equipment Other, net Net cash provided by (used in) investing activities Cash flows from financing activities: Increase (decrease) in short-term loans, net Repayment of lease obligations Proceeds from long-term loans payable Repayment of long-term loans payable Redemption of bonds Purchases of treasury stock Purchases of treasury stock of subsidiaries in consolidation Dividends paid Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period (Notes 2.b and 15) 2016 2015 2016 ¥15,389 $136,572 ¥5,339 ¥13,023 (1,707) 3,961 (23) (2,014) 5,157 (17) 3 9 9 79 (482) (112) 39 346 (81) (59) 58 (149) (3,631) 477 4,138 288 166 (85) 49 — (2,841) (6,494) 654 3,110 (243) (87) 122 (33) 5,614 4,306 (1,852) (1,507) (2,156) (772) 1,082 (292) 49,822 38,214 (16,435) (13,374) 8,130 10,606 24,879 220,793 12,800 303 (3) (11,884) 165 (612) 560 1 (142) (7,062) 245 (422) 400 49 (4) (7,264) 302 134 3,549 434 (35) (64,465) 2,680 1,189 769 (6,820) (6,382) (56,638) 1,542 (477) 12,000 (12,225) (10,000) (6) (83) (345) 6,500 (633) (10,000) (9) (2,759) (302) 2,825 (3,930) — (848) (24,485) (2,680) 25,070 (34,877) — (7,525) (139) (1,112) — (1,222) — (1,779) — (15,788) (10,418) (5,794) (6,795) (60,303) 926 (591) 43,229 1,602 (405) 42,638 (1,569) 10,132 42,232 (13,924) 89,918 374,795 ¥42,638 ¥42,232 (2,560) 5,684 — ¥52,364 (22,719) 50,443 — $464,714 The accompanying notes are an integral part of these statements. 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Makino Milling Machine Co., Ltd. and Consolidated Subsidiaries 1. Basis of Presenting Financial Statements The accompanying consolidated financial statements of Makino Milling Machine Co., Ltd. (the “Company”) have been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Law and its related accounting regulations, and in conformity with accounting principles and practices generally accepted and applied in Japan, which are different in certain respects as to application and disclosure requirements of International Financial Reporting Standards. In preparing the consolidated financial statements, certain reclassifications and rearrangements have been made to the financial statements issued domestically in Japan in order to present these statements in a form which is more familiar to the readers outside Japan. In addition, the notes to the consolidated financial statements include information which is not required under generally accepted accounting principles and practices in Japan but is presented herein as additional information. Amounts of less than one million yen have been omitted as permitted under generally accepted accounting principles and practices in Japan. As a result, the totals shown in the accompanying consolidated financial statements (both in yen and dollars) do not necessarily agree with the sum of individual amounts. The United States dollar amounts presented in the accompanying consolidated financial statements are included solely for convenience and are stated, as a matter of arithmetical computation only, at the rate of ¥112.68 = US$1, which was the prevailing exchange rate on March 31, 2016. 2. Summary of Significant Accounting Policies (a) Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries (30 for 2014 and 2015 and 31 for 2016). The significant subsidiaries, which are consolidated with the Company, are listed below: MAKINO ASIA PTE LTD MAKINO INC. MAKINO Europe GmbH MAKINO RESOURCE DEVELOPMENT PTE LTD Makino J Co., Ltd. Makino Denso Co., Ltd. Makino Technical Service Co., Ltd. Kanto Bussan Kaisha, Ltd. Makino Giken Co., Ltd. Makino Logistics Co., Ltd. The remaining subsidiaries (four for 2014 and three for 2015 and 2016), whose assets, net sales, net income and the underlying net equity of retained earnings in the aggregate are not significant in the consolidated totals, have not been consolidated with the Company. The fiscal year of the consolidated subsidiaries is the same as the Company’s except for some of the subsidiaries (five for 2014, 2015 and 2016): Makino do Brasil Ltda., Single Source Technologies S. de R.L. de C.V., MAKINO CHINA Co., LTD. and the others, whose fiscal years end on December 31. Significant transactions between January 1 and March 31 are reflected in the consolidated financial statements. The equity method is not applied since the combined net profit and loss and the underlying net equity of retained earnings in the aggregate in the unconsolidated subsidiaries and two affiliates are not significant in the consolidated totals. All significant intercompany accounts and transactions are eliminated in consolidation. The difference between acquisition cost and the underlying net equity at the time of acquisition is amortized evenly over five years. (b) Cash equivalents Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits and certificate of deposits, all of which mature or become due within three months of the date of acquisition. (c) Foreign currency translations All short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the exchange rates at the balance sheet date. The foreign exchange gains and losses from translation are recognized in the consolidated statements of income unless they are hedged by forward exchange contracts. 12 (d) Foreign currency financial statements The balance sheet accounts of the overseas consolidated subsidiaries are translated into Japanese yen at the rates of exchange at the balance sheet date except as to capital, which is translated at the historical rates of exchange at dates of acquisition. The revenue and expense accounts of those subsidiaries are translated into Japanese yen at the average rates of exchange in effect during each fiscal year. Differences arising from translation are shown as “Foreign currency translation adjustments” in the net assets in the accompanying consolidated balance sheets. (e) Marketable securities and investment securities Investments in the unconsolidated subsidiaries and the affiliate are stated at cost. Equity method is not applied as in Note 2(a). Marketable securities and investment securities other than investment securities in the subsidiaries and the affiliate are stated at market value. However, such securities without market value are stated at cost if they are not significantly impaired. The Company credits or charges unrealized gains or losses, net of income taxes, on the above securities to net assets as “Unrealized gains on available-for-sale securities”. The cost of sold securities is calculated using the gross average method. (f) Inventories Finished products and work in process are principally valued at the lower of cost or net realized value, determined by the specific identification method. Raw materials and supplies are stated at the most recent purchase prices. (g) Property, plant, equipment and depreciation Property, plant and equipment, including significant renewals and additions, are carried at cost. The cost of property, plant and equipment retired or otherwise disposed of and accumulated depreciation in respect thereof are eliminated from the related accounts, and the resulting gain or loss is reflected in income. Maintenance and repairs, including minor renewals and improvements, are charged to income as incurred. Depreciation of the Company and the domestic consolidated subsidiaries is mainly computed by the declining balance method using the rates based on estimated useful lives of the assets. Depreciation of the overseas consolidated subsidiaries is computed by the straight-line method. The range of useful lives is principally from 5 to 50 years for buildings and structures and from 3 to 12 years for machinery and equipment. (h) Allowance for doubtful accounts The Group provides for possible losses due to uncollectibility of notes, accounts, loans receivable, etc. based on the Company’s past credit loss experience and management’s estimate. (i) Allowance for employees’ retirement benefits and directors’ and corporate auditors’ retirement benefits Employees, excluding directors and corporate auditors, of the Company and most of its domestic consolidated subsidiaries are covered by a retirement plan whereby each employee, under most circumstances, upon mandatory retirement at the age of 60 years or earlier termination of employment, is entitled to either a lump sum retirement payment or pension payment based on compensation at the time of retirement and years of service. These employees’ retirement plans are funded. The employees’ retirement benefits are accounted for as the liability for retirement benefits based on projected benefit obligations and plan assets in conformity with the accounting standard for the employees’ retirement benefits. Directors and corporate auditors are not covered by these plans. However, liabilities for directors’ and corporate auditors’ retirement benefits include amounts equal to management’s estimate of the amounts which would be payable to them if they retired at the balance sheet date. Amounts payable to directors and corporate auditors upon retirement are subject to the approval of shareholders. (j) Income taxes Deferred income taxes are recognized applying the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax basis of the assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and some of its consolidated subsidiaries adopted the consolidated taxation system effective from the fiscal year ended March 31, 2013. (k) Hedge accounting The Group uses derivative financial instruments to manage exposures to fluctuations in foreign exchange and interest rates and does not enter into the derivatives for trading or speculative purposes. Forward exchange contracts are used for accounts receivable and payable denominated in foreign currencies. If the 13 contracts meet certain hedging criteria, the hedged items are translated at the contracted rates, and the Group defers recognition of gains and losses resulting from changes in the fair value of the derivatives for future transactions until the related losses and gains on the hedged transactions are recognized. The Group enters into interest rate swap contracts for long-term loans. The swaps which qualify for hedge accounting are not re-measured at market value, but the differential to be paid or received under the swap contracts are accrued and included in interest expense or income (the special hedge accounting short-cut method for interest rate swaps). The Company assesses the effectiveness of the forward exchange contracts by comparing the contracted rate and spot rate at the balance sheet date and expiration date. The effectiveness assessment of the interest rate swaps, however, is not undertaken as they meet the hedging criteria for the special hedge accounting short-cut method. (l) Appropriations of retained earnings Appropriations of retained earnings are accounted for and reflected in the accompanying consolidated financial statements basically when they are approved by the shareholders or resolved by the Board of Directors. (m) Reclassifications Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current year’s presentation. (n) Business Combinations and Non-Controlling Interests Effective April 1, 2015, the Company adopted “Revised Accounting Standard for Business Combinations” (ASBJ Statement No. 21), “Revised Accounting Standard for Consolidated Financial Statements” (ASBJ Statement No. 22) and “Revised Accounting Standard for Business Divestitures” (ASBJ Statement No. 7). Under these standards, minority interests have been renamed non-controlling interests, and net income includes an amount attributable to noncontrolling interests. 3. Financial Instruments (1) Management policy In consideration of plans for capital expenditure, the Group raises funds through loans and bonds. Temporary cash surpluses are invested in low-risk financial assets, and short-term capital is raised through loans. The Group uses derivatives for the purpose of reducing risk and does not enter into derivatives for speculative or trading purposes. (2) Financial instruments and risk management Notes and accounts receivable are exposed to customer credit risk. The Group identifies and reduces risk of bad debt by reviewing the financial positions of major customers and outstanding balances. Notes and accounts receivable denominated in foreign currencies are also exposed to foreign exchange risk. To reduce the risk, the Group enters into forward exchange contracts. The Group holds marketable securities and investment securities, most of which are shares of other companies with which the Group has business relationships, the subsidiaries and the affiliate. Those securities are exposed to market risk, and the Group regularly reviews the fair values of the securities and the financial positions of the issuers. The purpose of loans, bonds and finance leases is mainly to finance capital expenditure. Interest rate swaps are used to avoid interest rate risk from loans with floating interest rates. The Group manages liquidity risk by preparing and updating cash flow plans and maintaining sufficient funds. 14 The amount of financial instruments on the consolidated balance sheets and the fair value are as follows: As of March 31, Millions of yen 2014 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Short-term loans Current portion of bonds Current portion of long-term loans Bonds Long-term loans Total liabilities Derivatives Fair value Difference ¥ 43,664 40,389 (756) 39,633 18,441 ¥101,739 ¥ 43,664 n/a n/a 39,633 18,441 ¥101,739 — n/a n/a — — — ¥ 24,418 7,380 10,000 646 10,000 25,731 ¥ 78,176 (19) ¥ ¥ 24,418 7,380 10,000 646 10,045 26,178 ¥ 78,668 (19) ¥ — — — — 45 446 ¥491 — As of March 31, Millions of yen 2015 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Short-term loans Current portion of long-term loans Bonds Long-term loans Total liabilities Derivatives Fair value Difference ¥43,008 45,803 (1,030) 44,772 25,573 ¥113,354 ¥43,008 n/a n/a 44,772 25,573 ¥113,354 — n/a n/a — — — ¥27,372 8,071 3,908 10,000 28,219 ¥77,572 ¥(6) ¥27,372 8,071 3,908 10,000 28,292 ¥77,645 ¥(6) — — — — 73 ¥73 — As of March 31, Millions of yen 2016 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Electronically recorded obligations-operating Short-term loans Current portion of bonds Current portion of long-term loans Long-term loans Total liabilities Fair value Difference ¥52,240 38,682 (806) 37,875 18,072 ¥108,188 ¥52,240 n/a n/a 37,875 18,072 ¥108,188 — n/a n/a — — — ¥21,249 3,124 5,058 10,000 1,405 29,591 ¥70,428 ¥21,249 3,124 5,058 10,000 1,405 29,686 ¥70,523 — — — — — 94 ¥94 15 As of March 31, Thousands of dollars 2016 Amount on balance sheet Assets Cash and time deposits Notes and accounts receivable Allowance for doubtful accounts Balance Marketable securities and investment securities Total assets Liabilities Notes and accounts payable Electronically recorded obligations-operating Short-term loans Current portion of bonds Current portion of long-term loans Long-term loans Total liabilities Fair value Difference $463,613 343,290 (7,152) 336,128 160,383 $960,134 $463,613 n/a n/a 336,128 160,383 $960,134 — n/a n/a — — — $188,578 27,724 44,888 88,746 12,468 262,610 $625,026 $188,578 27,724 44,888 88,746 12,468 263,454 $625,869 — — — — — 834 $834 4. Marketable Securities and Investment Securities Marketable securities and investment securities quoted at an exchange as of March 31, 2014, 2015 and 2016 As of March 31, Millions of yen 2014 Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total Amount on balance sheet Difference ¥4,232 122 ¥4,354 ¥17,323 122 ¥17,446 ¥13,091 0 ¥13,091 ¥16 — ¥16 ¥4,371 ¥11 — ¥11 ¥17,458 ¥(4) — ¥(4) ¥13,086 As of March 31, Millions of yen 2015 Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total 16 ¥4,389 131 ¥4,521 — — — ¥4,521 Amount on balance sheet ¥24,466 133 ¥24,599 — — — ¥24,599 Difference ¥20,077 1 ¥20,078 — — — ¥20,078 As of March 31, Millions of yen 2016 Amount on balance sheet Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total Difference ¥4,348 110 ¥4,458 ¥16,943 110 ¥17,054 ¥12,595 0 ¥12,595 ¥29 30 ¥59 ¥4,517 ¥26 28 ¥54 ¥17,108 ¥(2) (2) ¥(4) ¥12,590 As of March 31, Thousands of dollars 2016 Amount on balance sheet Acquisition cost Available-for-sale securities whose amount on balance sheet exceeds acquisition cost (1) Stocks (2) Other Subtotal Available-for-sale securities whose amount on balance sheet does not exceed acquisition cost (1) Stocks (2) Other Subtotal Total Difference $38,587 976 $39,563 $150,363 976 $151,348 $111,776 0 $111,776 257 266 $ 523 $40,086 $ $ 230 248 $ 479 $151,828 $ (17) (17) $ (35) $111,732 5. Derivative Financial Instruments (1) Derivatives to which hedge accounting is not applied (a) Currency related As of March 31, Millions of yen 2014 Contracted amount Forward exchange contracts Sales contracts US$ Purchase contracts ¥ Total Contracted amount over one year Fair value Unrealized gain (loss) ¥566 — — — 15 ¥582 — — (0) ¥(0) (0) ¥(0) As of March 31, Millions of yen 2015 Contracted amount Forward exchange contracts Sales contracts US$ Total ¥360 ¥360 Contracted amount over one year — — Fair value Unrealized gain (loss) — — — — 17 As of March 31, Millions of yen 2016 Contracted amount Forward exchange contracts Sales contracts US$ Total ¥338 ¥338 Contracted amount over one year Fair value — — Unrealized gain (loss) — — — — As of March 31, Thousands of dollars 2016 Contracted amount Forward exchange contracts Sales contracts US$ Total $2,999 $2,999 Contracted amount over one year Fair value — — Unrealized gain (loss) — — — — (2) Derivatives to which hedge accounting is applied (a) Currency related As of March 31, Millions of yen 2014 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Principle method Forward exchange contracts Sales contracts Euro Total Hedged item Account receivable Account receivable Account receivable Contracted amount Contracted amount over one year Fair value ¥5,556 — ¥ (48) 2,359 — (36) 1,190 19 (19) ¥9,106 ¥19 ¥(104) As of March 31, Millions of yen 2015 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Purchase contracts US$ Principle method Forward exchange contracts Sales contracts Euro Total 18 Hedged item Account receivable Account receivable Contracted amount Contracted amount over one year Fair value ¥7,641 — ¥(285) 1,299 — 93 Other current liabilities 38 — 1 Account receivable 24 — (6) ¥9,003 — ¥(197) As of March 31, Millions of yen 2016 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Total Hedged item Account receivable Account receivable Contracted amount Contracted amount over one year Fair value ¥3,291 — ¥155 1,185 — 21 ¥4,476 — ¥177 As of March 31, Thousands of dollars 2016 Hedge accounting method Method where hedged items are translated at contracted rates Nature of transaction Forward exchange contracts Sales contracts US$ Euro Total Hedged item Account receivable Account receivable Contracted amount Contracted amount over one year Fair value $29,206 — $1,375 10,516 — 186 $39,723 — $1,570 (b) Interest related As of March 31, Millions of yen 2014 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Long-term loans Contracted amount Contracted amount over one year Fair value ¥14,600 ¥14,403 * ¥14,600 ¥14,403 * As of March 31, Millions of yen 2015 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Long-term loans Contracted amount Contracted amount over one year Fair value ¥20,433 ¥19,233 * ¥20,433 ¥19,233 * As of March 31, Millions of yen 2016 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Long-term loans Contracted amount Contracted amount over one year Fair value ¥19,462 ¥18,712 * ¥19,462 ¥18,712 * 19 As of March 31, Thousands of dollars 2016 Hedge accounting method Nature of transaction Special hedge accounting shortcut method for interest rate swaps Interest rate swap contracts Receive floating, pay fixed Total Hedged item Contracted amount Long-term loans Contracted amount over one year Fair value $172,719 $166,063 * $172,719 $166,063 * * Interest rate swaps are accounted for as part of long-term loans. Therefore the fair value of the swaps is included in the fair value of the underlying long-term loans. 6. Inventories Inventories as of March 31, 2014, 2015 and 2016 comprise the following: As of March 31, Thousands of dollars Millions of yen 2014 ¥14,384 11,837 21,248 ¥47,471 Finished products Work in process Raw material and supplies Total 2015 ¥20,239 12,118 24,695 ¥57,053 2016 ¥15,328 12,203 23,867 ¥51,399 2016 $136,031 108,297 211,812 $456,150 7. Short-Term and Long-Term Debts and Lease Obligations The table below shows information on short-term and long-term debts and lease obligations: As of March 31, Interest rate Short-term loans Current portion of long-term loans 1.38* 0.79* Long-term loans less current portion 0.73* Yen unsecured bonds Yen unsecured bonds Euro-yen convertible bonds 1.73 1.00 — Short-term lease obligations — Long-term lease obligations — Date of maturity as of March 31, 2016 — — from September 30, 2017 to September 30, 2022 March 19, 2015 October 17, 2016 March 19, 2018 — from April 30, 2017 to October 31, 2028 Thousands of dollars Millions of yen 2014 ¥7,380 646 2015 ¥8,071 3,908 2016 ¥5,058 1,405 2016 $44,888 12,468 ¥25,731 ¥28,219 ¥29,591 $262,610 10,000 10,000 12,000 — 10,000 12,000 — 10,000 11,980 — 88,746 106,318 ¥432 ¥283 ¥279 $2,476 1,523 1,197 1,156 10,259 * The weighted average interest rate as of March 31, 2016 The aggregate annual maturities of long-term debt and lease obligations subsequent to March 31, 2016 are as follows: Year ending March 31, 2017 2018 2019 2020 2021 20 Long-term debt Thousands of dollars Millions of yen ¥11,405 20,558 11,256 7,118 638 $101,215 182,445 99,893 63,170 5,662 Lease obligations Thousands of dollars Millions of yen ¥279 229 170 112 96 $2,476 2,032 1,508 993 851 8. Employees’ Retirement Benefits The Company and its domestic consolidated subsidiaries have defined benefit pension plans, which consist of a benefit plan provided under the Welfare Pension Insurance Law of Japan, a corporate pension plan and a lump-sum payment plan as well as defined contribution pension plans. Some of the overseas consolidated subsidiaries have defined contribution plans as well as defined benefit plans. (1) Multi-employer pension plan under which required contributions are accounted for as benefit costs (a) Funded status As of March 31, Thousands of dollars Millions of yen Fair value of plan assets Benefit obligation Net amount 2013 ¥116,171 140,708 ¥(24,537) 2014 ¥126,998 146,473 ¥(19,475) 2015 ¥141,419 157,293 ¥(15,874) 2015 $1,255,049 1,395,926 $(140,876) (b) The Group’s proportion of the contributions to the aggregate pension contributions As of March 31, 2013 8.45% The Group’s proportion 2014 8.17% 2015 8.31% (2) Reconciliation of changes in benefit obligations Year ended March 31, Thousands of dollars Millions of yen Balance at beginning of year Cumulative effects of changes in accounting policies Restated balance Service cost Interest cost Actuarial loss Benefits paid Other Balance at end of year 2014 ¥15,880 — 15,880 475 430 33 (744) 539 ¥16,614 2015 ¥16,614 (129) 16,485 513 463 3,124 (867) 542 ¥20,262 2016 ¥20,262 — 20,262 630 397 1,309 (803) (264) ¥21,532 2016 $179,818 — 179,818 5,591 3,523 11,616 (7,126) (2,342) $191,089 (3) Reconciliation of changes in pension assets Year ended March 31, Thousands of dollars Millions of yen Balance at beginning of year Expected return on pension assets Actuarial loss Contributions by employer Benefits paid Other Balance at end of year 2014 ¥13,664 397 826 646 (699) 268 ¥15,104 2015 ¥15,104 456 1,368 691 (825) 619 ¥17,415 2016 ¥17,415 514 (1,224) 587 (764) (290) ¥16,237 2016 $154,552 4,561 (10,862) 5,209 (6,780) (2,573) $144,098 (4) Reconciliation of changes in retirement benefit liabilities using a simplified method Year ended March 31, Thousands of dollars Millions of yen Balance at beginning of year Periodic benefit cost Benefits paid Balance at end of year 2014 ¥43 10 (5) ¥48 2015 ¥48 7 (0) ¥55 2016 ¥55 7 (15) ¥47 2016 $488 62 (133) $417 21 (5) Reconciliation of benefit obligations and pension assets to net defined benefit liabilities and assets on the consolidated balance sheet As of March 31, Thousands of dollars Millions of yen Funded benefit obligations Pension assets Unfunded benefit obligations Net amount of liabilities and assets on consolidated balance sheet Net defined benefit liabilities Net defined benefit assets Net amount of liabilities and assets on consolidated balance sheet 2014 ¥16,029 (15,104) 924 634 2015 ¥19,650 (17,415) 2,235 667 2016 ¥20,961 (16,237) 4,723 618 2016 $186,022 (144,098) 41,915 5,484 1,558 2,902 5,342 47,408 2,270 (711) 3,367 (464) 5,616 (273) 49,840 (2,422) ¥1,558 ¥5,342 ¥2,902 $47,408 (6) Components of net periodic benefit costs Year ended March 31, Thousands of dollars Millions of yen Service cost Interest cost Expected return on plan assets Actuarial loss recognized in the year Past service cost recognized in the year Periodic benefit cost in simplified method Net periodic benefit costs of retirement benefit plan 2014 ¥475 430 (397) 403 (79) 10 ¥843 2015 ¥513 463 (456) 367 (63) 7 2016 ¥630 397 (514) 541 (70) 7 ¥991 ¥831 2016 $5,591 3,523 (4,561) 4,801 (621) 62 $8,794 (7) Remeasurements of defined benefit plans before related tax effects on the consolidated statements of comprehensive income Year ended March 31, Thousands of dollars Millions of yen 2014 Past service cost Actuarial loss Total — — — 2015 ¥(63) (1,388) ¥(1,452) 2016 ¥(70) (1,992) ¥(2,063) 2016 $(621) (17,678) $(18,308) (8) Remeasurements of defined benefit plans before related tax effects on the consolidated balance sheets As of March 31, Thousands of dollars Millions of yen Unrecognized past service cost Unrecognized actuarial loss Total 2014 ¥(220) 2,410 ¥2,189 2015 ¥(157) 3,798 ¥3,641 2016 ¥(86) 5,791 ¥5,705 (9) Breakdown of pension assets As of March 31, Stocks Bonds Insurance assets Other Total 22 2014 45.4% 31.6% 13.1% 9.9% 100.0% 2015 48.1% 29.8% 11.6% 10.5% 100.0% 2016 45.2% 30.2% 12.7% 11.9% 100.0% 2016 $(763) 51,393 $50,630 (10) Assumptions used in accounting for the plans Year ended March 31, 2014 Mainly 2.0% Mainly 1.5% Discount rate Long-term expected rate of return on plan assets 2016 Mainly 0.4% Mainly 1.5% 2015 Mainly 1.1% Mainly 1.5% (11) Contributions to defined contribution pension plans by the Company and its consolidated subsidiaries Year ended March 31, Thousands of dollars Millions of yen 2014 ¥657 2015 ¥762 2016 ¥829 2016 $7,357 9. Leases Lease assets accounted for as finance leases are depreciated using the same methods applied to the tangible fixed assets which the Company owns, except for those not accompanying the transfer of ownership, which are depreciated to residual value of zero by the straight-line method over the lease terms. Note that finance leases not accompanying the transfer of ownership which commenced before March 31, 2008 continue to be accounted for as operating leases in accordance with accounting principles and practices generally accepted in Japan. Lease payments, including interest portion, for finance leases accounted for as operating leases are as follows: Year ended March 31, Thousands of dollars Millions of yen Lease payments Equivalent of depreciation expense 2014 ¥14 ¥14 2016 2015 — — 2016 — — — — Future lease payments, including interest portion, subsequent to March 31, 2014, 2015 and 2016 for non-cancelable operating leases are as follows: Thousands of dollars Millions of yen Due within one year Due after one year Total 2014 ¥ 675 3,023 ¥3,698 2015 ¥ 960 4,328 ¥5,289 2016 ¥1,000 5,057 ¥6,058 2016 $ 8,874 44,879 $53,762 23 10. Income Taxes Breakdown of deferred tax assets and liabilities is as follows: Year ended March 31, Thousands of dollars Millions of yen 2014 Deferred tax assets: Tax loss carry forward Accrued expenses Directors’ and corporate auditors’ retirement benefits Valuation loss on investment securities Long-term accounts payable Net defined benefit liabilities Other Subtotal Valuation allowance Deferred tax assets Deferred tax liabilities: Unrealized gains on available-for-sale securities Net defined benefit assets Tax depreciation over book Other Deferred tax liabilities Net deferred tax assets (liabilities) 2016 2015 2016 ¥6,647 1,258 ¥3,412 1,768 ¥1,349 1,575 $11,971 13,977 16 18 21 186 703 318 614 1,124 10,681 (7,073) ¥3,608 637 288 1,007 1,767 8,901 (3,346) ¥5,555 602 273 1,049 1,885 6,757 (1,813) ¥4,944 5,342 2,422 9,309 16,728 59,966 (16,089) $43,876 ¥(4,538) ¥(6,262) ¥(3,792) $(33,652) (186) (362) (34) (5,122) ¥(1,514) (91) (456) (1) (6,811) ¥(1,256) (142) (470) (47) (4,452) ¥492 (1,260) (4,171) (417) (39,510) $4,366 Reconciliation between the statutory and effective tax rates is as follows: Year ended March 31, Statutory tax rate Valuation allowance Difference in statutory tax rates for subsidiaries Other Effective tax rate 2014 38.0% (12.3) (8.4) 0.9 18.2% 2015 35.6% (23.9) (5.1) 5.0 11.6% 2016 33.1% (10.3) (2.4) 0.2 20.6% The “Act on Partial Revision of the Income Tax Act and Other Acts” and “Act on Partial Revision of the Local Tax Act and Other Acts” were passed on March 29, 2016. Following these Acts, the statutory tax rate was changed from 32.28% to 30.88% for temporary differences expected to reverse in the period from April 1, 2016 to March 31, 2018 and to 30.65% for those expected to reverse on or after April 1, 2018. This change resulted in increases of ¥140 million ($1,242 thousand) in net deferred tax assets, ¥55 million ($488 thousand) in income taxes-deferred, ¥201 million ($1,783 thousand) in unrealized gains on available-for-sale securities and ¥4 million ($35 thousand) in remeasurements of defined benefit plans. 11. Research and Development Costs Research and development costs are as follows: Year ended March 31, Thousands of dollars Millions of yen Research and development costs 24 2014 ¥5,018 2015 ¥5,188 2016 ¥5,708 2016 $50,656 12. Impairment Loss In the year ended March 31, 2015 the Company recognized an impairment loss on the following assets which were no longer in use: Class of assets Location Land and buildings Millions of yen Atsugi-shi, Kanagawa, Japan ¥140 The recoverable amount of the assets was determined using their fair value less costs to sell. 13. Retained Earnings and per Share Data In accordance with the Japanese Corporation Law, dividends and the related appropriations of retained earnings may be approved by the shareholders or resolved by the Board of Directors after the end of each fiscal year. The dividends and the related appropriations of retained earnings are not reflected in the financial statements at the end of such fiscal years but recorded at the time they are approved or become effective. However, dividends per share shown in the accompanying consolidated statements of income are included in the periods to which they are applicable. Earnings per share are based on the weighted average number of shares of common stock outstanding during each period. Cash dividends per share are based on cash dividends declared as applicable to the respective periods. A summary of information regarding dividends is as follows: (1) Dividends paid in the year ended March 31, 2014 Resolution General shareholders' meeting (June 21, 2013) Board of Directors (October 31, 2013) Class of shares Common stock Common stock Amount of dividends Dividend per share ¥ 556 million ¥5.00 ¥ 556 million ¥5.00 Funds for dividends Record date Effective date Retained March 31, 2013 June 24, 2013 earnings Retained September 30, 2013 December 5, 2013 earnings (2) Dividends in respect of the year ended March 31, 2014 which become payable after the balance sheet date Resolution General shareholders' meeting (June 25, 2014) Class of shares Common stock Amount of dividends ¥ 556 million Dividend per share Funds for dividends Record date Effective date ¥5.00 Retained earnings March 31, 2014 June 26, 2014 Dividend per share Funds for dividends Record date Effective date (3) Dividends paid in the year ended March 31, 2015 Resolution General shareholders’ meeting (June 25, 2014) Board of Directors (October 31, 2014) Class of shares Common stock Common stock Amount of dividends ¥ 556 million ¥5.00 ¥ 667 million ¥6.00 Retained March 31, 2014 June 26, 2014 earnings Retained September 30, 2014 December 5, 2014 earnings (4) Dividends in respect of the year ended March 31, 2015 which become payable after the balance sheet date Resolution General shareholders’ meeting (June 24, 2015) Class of shares Common stock Amount of dividends ¥ 889 million Dividend per share Funds for dividends Record date Effective date ¥8.00 Retained earnings March 31, 2015 June 25, 2015 Record date Effective date (5) Dividends paid in the year ended March 31, 2016 Resolution General shareholders’ meeting (June 24, 2015) Board of Directors (October 30, 2014) Class of shares Amount of dividends Dividend per share Funds for dividends Common stock Common stock ¥ 889 million $7,889 thousand ¥ 890 million $7,898 thousand ¥8.00 $0.07 ¥8.00 $0.07 Retained March 31, 2015 June 25, 2015 earnings Retained September 30, 2015 December 4, 2015 earnings (6) Dividends in respect of the year ended March 31, 2016 which become payable after the balance sheet date Resolution General shareholders’ meeting (June 22, 2016) Class of shares Amount of dividends Dividend per share Funds for dividends Record date Effective date Common stock ¥ 880 million $7,809 thousand ¥8.00 $0.07 Retained earnings March 31, 2016 June 23, 2016 25 14. Comprehensive Income Reclassification adjustments and tax effects relating to components of other comprehensive income are as follows: Year ended March 31, Thousands of dollars Millions of yen 2014 Unrealized gains on available-for-sale securities: Gains arising during the period Reclassification adjustment Tax effect Unrealized gains on available-for-sale securities 2015 2016 2016 ¥3,778 (153) (1,281) ¥6,990 (0) (1,723) ¥ (7,453) (33) 2,470 $(66,143) (292) 21,920 ¥2,343 ¥5,265 ¥ (5,016) $(44,515) Deferred gains on hedges: Gains arising during the period Reclassification adjustment Tax effect Deferred gains on hedges (46) — 17 ¥(29) 7 — (2) ¥4 — 7 (2) ¥4 — 62 (17) $35 Foreign currency translation adjustments: Adjustments arising during the period ¥2,701 ¥4,065 ¥(3,297) $(29,259) — — — — (1,755) 303 396 ¥(1,055) (2,534) 470 59 ¥ (2,004) (22,488) 4,171 523 $(17,784) ¥5,016 ¥8,280 ¥(10,313) $(91,524) Remeasurements of defined benefit plans: Remeasurements arising during the period Reclassification adjustment Tax effect Remeasurements of defined benefit plans Other comprehensive income 15. Cash and Cash Equivalents Reconciliation of cash and time deposits on the consolidated balance sheets to cash and cash equivalents on the consolidated statements of cash flows is as follows: As of March 31, Thousands of dollars Millions of yen Cash and time deposits Marketable securities Subtotal Time deposits with maturities over three months Cash and cash equivalents 26 2014 ¥43,664 1,004 44,669 (2,031) ¥42,638 2015 ¥43,008 1,005 44,014 (1,782) ¥42,232 2016 ¥52,240 1,102 53,343 (978) ¥52,364 2016 $463,613 9,779 473,402 (8,679) $464,714 16. Segment Information (1) Reportable segment information The Group’s reportable segments are defined as individual units where independent financial information is available and which are subject to regular review by the Board of Directors to evaluate their results and decide the allocation of management resources. The reportable segments are summarized as follows: Reportable segment I is a segment for which Makino Milling Machine Co., Ltd. is responsible. Its main areas are Japan, the Republic of Korea, China, Oceania, Russia, Norway, the United Kingdom, and all other areas not included in reportable segments II, III or IV. Reportable segment II is a segment for which MAKINO ASIA PTE LTD (Singapore) is responsible. Its main areas are China, ASEAN and India. Reportable segment III is a segment for which MAKINO INC. (Mason, Ohio, the United States of America) is responsible. It covers all countries in North and South America. Reportable segment IV is a segment for which MAKINO Europe GmbH (Hamburg, Germany) is responsible. It covers all countries in the European continent except Norway. The accounting policies on the reportable segments are consistent with those presented in Note 2. Income for each reportable segment denotes operating income, and intersegments are based on market prices in general. Year ended March 31, 2014 (Millions of yen) I Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure ¥42,838 35,986 78,825 2,039 167,212 3,056 0 ¥10,270 II ¥25,838 7,348 33,187 1,274 37,045 634 — ¥1,890 III ¥41,443 243 41,687 1,938 31,603 189 — ¥166 IV ¥13,775 133 13,909 257 13,518 129 — ¥48 Year ended March 31, 2015 ¥51,956 49,147 101,104 8,291 184,168 4,065 0 ¥5,395 II ¥32,683 9,725 42,409 2,514 46,083 802 — ¥1,465 III ¥50,653 469 51,122 2,482 45,563 236 — ¥516 IV ¥14,212 188 14,401 391 12,291 137 — ¥287 Year ended March 31, 2016 Total ¥149,506 59,531 209,037 13,680 288,107 5,241 0 ¥7,665 (Millions of yen) I Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure ¥123,896 43,712 167,608 5,511 249,379 4,010 0 ¥12,377 (Millions of yen) I Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure Total ¥58,839 46,906 105,745 8,339 178,199 4,512 — ¥6,168 II ¥42,567 8,704 51,271 3,134 45,910 831 — ¥1,564 III ¥47,092 474 47,566 2,073 34,318 255 — ¥306 IV ¥13,480 87 13,568 373 11,966 157 — ¥748 Total ¥161,979 56,172 218,152 13,921 270,394 5,756 — ¥8,788 27 Year ended March 31, 2016 Net sales: External customers Intersegment Total Segment income Segment assets Depreciation and amortization Amortization of goodwill Capital expenditure (Thousands of dollars) I II III IV Total $522,177 416,276 938,454 74,006 1,581,460 40,042 — $54,739 $377,768 77,245 455,014 27,813 407,436 7,374 — $13,880 $417,926 4,206 422,133 18,397 304,561 2,263 — $2,715 $119,630 772 120,411 3,310 106,194 1,393 — $6,638 $1,437,513 498,509 1,936,031 123,544 2,399,662 51,082 — $77,990 Reconciliation of reportable segment information to consolidated financial statements Year ended March 31, Thousands of dollars Millions of yen Net sales Elimination Consolidated net sales 2014 ¥167,608 (43,712) ¥123,896 2015 ¥209,037 (59,531) ¥149,506 2016 ¥218,152 (56,172) ¥161,979 2016 $1,936,031 (498,509) $1,437,513 Year ended March 31, Thousands of dollars Millions of yen Segment income Elimination Consolidated operating income 2014 ¥5,511 (600) ¥4,910 2015 ¥13,680 (1,655) ¥12,025 2016 ¥13,921 544 ¥14,465 2016 $123,544 4,827 $128,372 Year ended March 31, Thousands of dollars Millions of yen Segment assets Elimination Consolidated total assets 2014 ¥249,379 (30,879) ¥218,499 2015 ¥288,107 (42,650) ¥245,456 2016 ¥270,394 (36,130) ¥234,264 2016 $2,399,662 (320,642) $2,079,020 Year ended March 31, Thousands of dollars Millions of yen Depreciation and amortization Elimination Amount on consolidated financial statements 2014 ¥4,010 (2) ¥4,007 2015 ¥5,241 (0) ¥5,241 2016 ¥5,756 (11) ¥5,745 2016 $51,082 (97) $50,985 Year ended March 31, Thousands of dollars Millions of yen Capital expenditure Elimination Amount on consolidated financial statements 28 2014 ¥12,377 (24) ¥12,352 2015 ¥7,665 (15) ¥7,649 2016 ¥8,788 (55) ¥8,732 2016 $77,990 (488) $77,493 (2) Geographical information Year ended March 31, Thousands of dollars Millions of yen Sales by destination Japan USA Americas, excluding USA China Asia, excluding China Europe Other Total 2014 2015 2016 ¥34,781 31,530 9,188 16,098 15,169 15,405 1,721 ¥123,896 ¥36,761 39,818 9,021 22,817 20,838 18,906 1,343 ¥149,506 ¥46,429 38,655 9,285 31,625 18,490 14,787 2,705 ¥161,979 2016 $412,042 343,051 82,401 280,662 164,093 131,230 24,006 $1,437,513 Year ended March 31, Thousands of dollars Millions of yen 2014 Property, plant and equipment Japan Americas Asia Europe Total ¥43,158 1,581 9,306 1,978 ¥56,024 2015 ¥44,449 2,088 10,446 1,930 ¥58,914 2016 2016 ¥45,583 1,971 10,077 2,431 ¥60,063 $404,534 17,492 89,430 21,574 $533,040 2016 ¥15.88 30.64 27.33 35.72 2016 $0.14 0.27 0.24 0.31 17. Quarterly Earnings per Share Quarterly earnings per share attributable to owners of the parent are as follows: Yen Three months ended June 30 September 30 December 31 March 31 2014 ¥(13.88) 6.61 7.98 37.89 2015 ¥ 0.53 23.02 27.40 51.98 Dollars 29 30 31 BOARD OF DIRECTORS AND CORPORATE AUDITORS Chairman President Executive Vice President, Director Vice President, Director Director Director Director Director Corporate Auditor Corporate Auditor Corporate Auditor Shun Makino Shinichi Inoue Toshiyuki Nagano Tatsuaki Aiba Shinji Koike Yukihisa Takayama Yuichiro Tsuchiya Ichiro Terato Eiji Fukui Kazuo Hiruta Jiro Nakashima As of June 23, 2016 CORPORATE DATA Makino Milling Machine Co., Ltd. Date of Foundation May 1, 1937 Paid-in Capital ¥19,263 million Activities Manufacture, sale and export of machine tools Head Office 3-19, Nakane 2-chome, Meguro-ku, Tokyo 152-8578, Japan Phone : +81-3-3717-1151 Fax : +81-3-3725-2105 Research Laboratory Atsugi (Kanagawa) Domestic Works Atsugi (Kanagawa), Fuji-Katsuyama (Yamanashi) Overseas Works MAKINO ASIA PTE LTD (Singapore) MAKINO CHINA CO., LTD (China) MAKINO INDIA PRIVATE LIMITED (India) Sales & Service Offices Tokyo, Osaka, Nagoya and 14 other offices Overseas Sales & Service Offices USA, Germany, Singapore, Korea, China, India and others Consolidated Subsidiaries See page 12. As of June 30, 2016 32 3-19, Nakane 2-chome, Meguro-ku, Tokyo 152-8578, Japan Phone : +81-3-3717-1151 Fax : +81-3-3725-2105 URL : http://www.makino.co.jp/ Printed in Japan
© Copyright 2026 Paperzz