These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code 7012)
June 6, 2011
Dear Shareholders
Satoshi Hasegawa
President
Kawasaki Heavy Industries, Ltd.
1-1 Higashikawasaki-cho 3chome,
Chuo-ku, Kobe
(Registered Office)
1-3 Higashikawasaki-cho 1chome,
Chuo-ku, Kobe

NOTICE OF
THE 188TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 188th Ordinary General Meeting of Shareholders of Kawasaki Heavy
Industries, Ltd. (“the Company” or “KHI”). The meeting will be held for the purposes as described below.
If you are unable to attend on the day of the meeting we kindly ask you to review the “Reference
Documents for the General Meeting of Shareholders” (described hereinafter), and exercise your voting
right in writing or electronically (via the Internet, etc.) by 5:00 p.m. on June 27, 2011.
Exercise of Voting Rights in Writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, andreturn it so that it is delivered by the above-mentioned exercise date.
Exercise of Voting Rights via the Internet
Please exercise your voting right by logging on to the Internet website (http://www.web54.net) and entering
the voting right exercise code and password stated on the enclosed Voting Rights Exercise Form, and follow
the online instructions to submit your vote.
1. Date and Time:

Tuesday, June 28, 2011 at 10:00 a.m. (Door opens at 9 a.m.)

2. Place:

Kokusai Hall at The Kobe International House, located at
1-6, Gokoudori 8-chome, Chuo-ku, Kobe

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3. Meeting Agenda:
1.
Matters to bereported:
2.

The Business Report, Consolidated Financial Statements for the Company’s 188th
Fiscal Year (April 1, 2010 - March 31, 2011) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
Non-Consolidated Financial Statements for the Company’s 188th Fiscal Year
(April 1, 2010 - March 31, 2011)

Proposal No. 1: Appropriation of Retained Earnings
Proposal No. 2: Election of Eleven Directors(Please refer to the “Reference Documents for the General Meeting of Shareholders” hereinafter for
information on each of the proposals.)
4. Other decisions regarding the General Meeting of Shareholders:(1) When voting rights have been exercised twice in writing or electronically, the latter vote received shallbe deemed valid, however when votes are received on the same day, the voting right exercised
electronically shall be deemed valid.
Shareholders who intend to diversely exercise voting rights are requested to give written notification tothat effect, and the reason(s) thereof, no later than three (3) days prior to the day of the General
Meeting of Shareholders.
(2) Because the “Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidated
Financial Statements” among the documents to be submitted when sending the Notice are posted on
our Website (http://www.khi.co.jp/ir/) according to laws and the Article 16 of the Articles ofIncorporation, they are not included in the Appendix regarding matters to be reported. In addition, the“Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidated Financial
Statements” have been combined with the Consolidated Financial Statements and theNon-Consolidated Financial Statements for the auditing process, in order for the preparation of theresults of audits by the Accounting Auditor and the Board of Corporate Auditors.
Notes:
1. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk at the venue on the day of the meeting. Please note that persons other than shareholders who are able
to exercise voting rights, including representatives and their companions who are not shareholders, are notpermitted to enter the venue.
2. Any updates to the Appendix and the Reference Documents for the General Meeting of Shareholders, will
be posted on the Company’s Website at the following URL: (http://www.khi.co.jp/english/ir/).

Information Concerning Characters Used in Shareholders’ Names and Addresses
Due to the conversion to an electronic system for stock transfers, characters in shareholders’ names andaddresses may contain some kanji characters which are not designated in Japan Securities Depositary Center,
Inc.’s (JASDEC) transfer system, and in such cases some or all of the characters may be converted tocharacters or katakana syllabary designated by JASDEC, and recorded in the shareholders register.
For this reason we would like to inform you that in the notices we send to shareholders there may be cases
where names and/or addresses contain characters which are replaced with characters designated by JASDEC.
If shareholders wish to make any enquiries regarding the characters registered for their names and/or
addresses they should contact the securities firm etc. where their account is held (in the case of special
accounts, please contact The Chuo Mitsui Trust and Banking Company, Ltd., which is the regulatory agency
for special accounts).

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(Appendix)

Business Report(April 1, 2010 - March 31, 2011)

1. Overview of the Company Group(1)

Business Progress and Results(i) General Conditions
During the current consolidated fiscal year Japanese economy had been at a standstill. The
surrounding operating environment remained harsh due to the trend of a strong yen and increasingmaterial prices. There is also now greater uncertainty about the future of the Japanese economy due tothe Great East Japan Earthquake, which occurred on March 11.
With respect to the global economy, although robust growth in emerging countries slowed
somewhat, the economy was on a track for a gradual recovery overall. However, the fact that the futureof the US economy remains uncertain and concerns regarding the financial system in some European
countries were not dispelled posed some risks.
Amid this operating environment, the operations of KHI Group’s business segments showed strong
performance compared to the previous fiscal year. Orders in all the business segments, except the Gas
Turbine & Machinery segment and the Plant & Infrastructure segment, increased with the Rolling Stocksegment and the Aerospace segment receiving large orders, resulting in overall orders received
amounting to ¥1,270.6 billion, 27% higher than the previous fiscal year.
Net sales were ¥1,226.9 billion, 5% higher than the previous fiscal year, although some segments
reported decreased revenues. This is attributable to increased revenues of the Precision Machinery
segment, the Motorcycle & Engine segment, the Gas Turbine & Machinery segment and the Aerospacesegment.
In terms of profit, although some segments reported decreased profit, improvement in performanceof the Motorcycle & Engine segment and increased profits of the Precision Machinery segment
contributed greatly to overall profit, resulting in operating income of ¥42.6 billion, which wassignificantly higher than the previous fiscal year in which a loss was posted, and recurring profit was¥49.1 billion, 244% higher than the previous fiscal year.
Although an extraordinary loss of ¥10.5 billion was posted for items including loss on impairmentof fixed assets of the Motorcycle & Engine segment, current net income was ¥25.9 billion, which wassignificantly higher than the previous fiscal year in which a loss was posted.
(ii) Operating conditions by business segment
The Ship & Offshore Structure segment orders received were ¥78.9 billion, which wassignificantly higher than the previous fiscal year in which only one order for a new vessel was received,
due to orders for one submarine and eleven bulk carriers.
Net sales were ¥118.4 billion, which was significantly lower than the previous fiscal year in whichsales of large carriers were recorded.
Operating loss was ¥1.0 billion, which was ¥2.5 billion lower than the previous fiscal year, due to anincrease in the provision for losses on construction contracts.
The Rolling Stock segment performed well with overseas orders including subway cars from
Washington Metropolitan Area Transit Authority, resulting in a total of ¥187.1 billion, which wassignificantly higher than the previous fiscal year.
Net sales were ¥131.1 billion, which was lower than the previous fiscal year, due to decreased salesof rolling stock to overseas markets.
Operating income declined ¥0.5 billion from the previous fiscal year to ¥8.1 billion, due to factors
such as lower sales of rolling stock to overseas markets.
The Aerospace segment orders received were ¥206.7 billion, which was significantly higher thanthe previous fiscal year, due to an increase in orders received from The Boeing Company for component
parts for the B777 and B787 aircraft.
Net sales were ¥196.8 billion, an increase from the previous fiscal year, due in part to an increase insales to Japan’s Ministry of Defense (MOD) and to The Boeing Company for component parts for theB787 aircraft.
Despite an increase in net sales, operating income declined ¥0.7 billion from the previous fiscal year

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to ¥3.0 billion, due to factors such as the strong Yen.
The Gas Turbine & Machinery segment orders received were ¥187.5 billion, which was lower
than the previous fiscal year in which large orders for components for aircraft engines and gas
compressor facilities were received.
Net sales were ¥202.6 billion, which was higher than the previous fiscal year, due to an increase insales of such items as gas compressor facilities and diesel power generation facilities.
Operating income increased ¥0.6 billion from the previous fiscal year to ¥9.5 billion, due in part toincreased sales.
The Plant & Infrastructure segment orders received were ¥119.9 billion, which was lower thanthe previous fiscal year in which orders for large-scale plants were received from overseas customers.
Net sales were ¥89.0 billion, which was lower than the previous fiscal year, despite sales of various
plants to domestic and overseas customers.
Despite a decline in net sales, operating income increased ¥0.3 billion from the previous fiscal yearto ¥8.2 billion, due in part to improved revenues as a result of steady progress with existing orders.
Net sales of the Motorcycle & Engine segment were ¥234.4 billion, which was higher than theprevious fiscal year, due in part to increased sales to emerging countries.
Operating loss was ¥4.9 billion. Despite the effects of the strong yen, it showed a significant
improvement of ¥22.0 billion from the previous fiscal year, due to increased net sales, as well as
improved marginal profit ratio and effects of measures to cut fixed expenses.
Orders received by the Precision Machinery segment, predominantly for hydraulic machineryfrom the construction machinery industry, increased significantly from the previous fiscal year to¥148.9 billion.
Net sales were significantly higher than the previous fiscal year at ¥140.3 billion, due in part to anincrease in sales of hydraulic machinery to the construction machinery industry, as well as various clean
robots for semiconductor production equipment.
Operating income increased ¥18.9 billion from the previous fiscal year to ¥22.3 billion, due in partto increased net sales and improved revenues as a result of strong operating performance.
In the Others segment net sales were higher than the previous fiscal year at ¥114.0 billion.
Operating income/loss improved significantly from the previous fiscal year in which a loss wasposted, resulting in an income of ¥2.5 billion.
Unit: 100 million yen(Orders Received, Net Sales and Operating Income/Loss by Segment)
Orders Received
Segment
Ship & Offshore Structure
segment

Net Sales

Year-on-Year
ChangeAmount789

628

Rolling Stock segment

1,871

Aerospace segment

2,067

Gas Turbine & Machinery
segment
Plant & Infrastructure segment

Operating Income/Loss

Year-on-Year
ChangeAmountYear-on-Year
ChangeAmount

1,184

(334)

(10)

(25)

1,208

1,311

(189)

81

(5)

353

1,968

79

30

(7)

1,875

(386)

2,026

113

95

6

1,199

(156)

890

(185)

82

3

Motorcycle & Engine segment

2,344

313

2,344

313

(49)

220

Precision Machinery segment

1,489

640

1,403

576

223

189

Others

1,068

92

1,140

161

25

36

-

-

-

-

(53)

22

12,706

2,693

12,269

534

426

439

Eliminations and corporate
Total(Notes) 1. Net sales recorded are for sales to external customers.
2. The net sales figure for Motorcycle & Engine segment is also used as the figure for orders received.

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3. From the first quarter of the 188th fiscal year, the name of “Consumer Products & Machinery segment” waschanged to the “Motorcycle & Engine segment,” while the name of the “Hydraulic Machinery segment” waschanged to the “Precision Machinery segment.” Also, from the third quarter of the 188th fiscal year, thename of “Shipbuilding segment” was changed to the “Ship & Offshore Structure segment.”
4. From the 188th fiscal year, the robot division was reclassified from the “Motorcycle & Engine segment” tothe “Precision Machinery segment,” while the crushing machine division was reclassified from the “Rolling
Stock segment” to the “Plant & Infrastructure segment.”
5. From the 188th fiscal year, we adopted the “Revised Accounting Standard for Disclosures about Segmentsof an Enterprise and Related Information” and its associated “Guidance on the Accounting Standard forDisclosures about Segments of an Enterprise and Related Information”. Accordingly, the cost burden of eachbusiness division regarding the Head Office Department was changed. Previously, the difference between
the initial estimate of cost burden and the actual burden was reallocated to each business division, but fromthe 188th fiscal year, such difference is recorded in the “Eliminations and corporate.”
6. The year-on-year change figures are calculated using the figures of the previous fiscal year recalculated
based on the above-mentioned notes 4 and 5.

(2)

Capital Investments, etc.
In the current consolidated fiscal year (ended March 31, 2011) KHI Group’s total amount of capital
investment was ¥55.3 billion, predominantly for renewal of aging equipment and facilities for
streamlining production, which also includes necessary facilities to handle new machine types andproducts.
Main capital investments completed and/or acquired during the current consolidated fiscal year, andmain capital investments under construction as at the end of the current consolidated fiscal year are
listed below.
(i) Main capital investments completed and/or acquired during the consolidated fiscal year underreview・ Aircraft production facilities(Aerospace segment)
・ Gas Turbines production facilities(Gas Turbine & Machinery segment)
・ Hydraulic machinery production facilities(Precision Machinery segment)(ii) Main capital investments under construction as at the end of the consolidated fiscal year underreview・ Rolling stock production management systems(Rolling Stock segment)
・ Aircraft production facilities(Aerospace segment)
・ Kobe Works General Office(company-wide)(3)

FinancingFunds of ¥24.0 billion from long-term loans and ¥20.0 billion from domestic unsecured straightbonds and other funds from various sources were raised in the current consolidated fiscal year. The
funds were allocated to such items as long-term loan repayments, capital investments and working
capital.

(4)

Assignment of businesses, absorption-type splits and incorporation-type corporate splits
Not applicable.

(5)

Transfer of business from other companies
Not applicable.

(6)

Succession of rights and obligations pertaining to the business of another juridical person, etc.
due to absorption-type merger or absorption-type company split
We merged Kawasaki Shipbuilding Corporation, Kawasaki Precision Machinery Ltd. and Kawasaki
Plant Systems, Ltd. which are wholly-owned subsidiaries of our company as of October 1, 2010.

(7)

Acquisition or disposal of another company’s stocks or other holdings, or share options, etc.
Not applicable.

(8)

Issues to be addressed
In order for KHI Group to achieve sustained growth into the future, it has become important to

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secure a level of performance in FY2011 (the interim year of “MTBP2010”(from FY2010 to FY2012))
that exceeds that of FY2010 and ensure achievement of the objectives of MTBP2010 for FY2012.
Although the impact of the strong Yen on the Motorcycle & Engine segment was larger than expected
in FY2010, we succeeded in achieving a level of performance that exceeded the initial target, due tosecuring profitability as a result of large-scale projects and growth of the hydraulic machinery businessfor China. We will continue to work on the thorough reimplementation of “employing prudent risk
management” and “emphasizing quality over quantity”, satisfy demand from emerging countries andenhance measures to respond to exchange fluctuations to reinforce our revenue base.
To strengthen our financial and business position, we will focus on enhancing financial strength,
improving the efficiency of capital use and cutting fixed expenses. Moreover, taking the opportunity of
the consolidation of four Group companies on October 1, 2010, we will strengthen system proposals aswell as system orders on a group-wide basis by sharing and using intellectual properties such astechnology and human resources accumulated in each business division across the entire Group.
The Great East Japan Earthquake, which occurred on March 11, 2011 caused unprecedented damage
in Japan. Based on experience of the recovery from the Great Hanshin-Awaji Earthquake, the KHI
Group will cooperate fully with restoration and recovery from the damage of the Earthquake by actively
providing our technologies and products in the area of energy and environment.
The initiatives to be undertaken by each business segment are as follows.
(i)

Ship & Offshore Structures: Maintain competitiveness of the business in China, and reform thestructure of the domestic segments as the engineering and leading technology development
center(ii) Rolling Stock: Enhance competitiveness in domestic and overseas markets through low-costrolling stock, reinforce our project management to handle overseas projects in the North
America and Asian markets, overseas high-speed rolling stock, and overseas system projects,
etc.
(iii) Aerospace: Move ahead with major projects, including moving into the mass production of thenext maritime patrol aircraft, next transport aircraft, and component parts for the Boeing 787(iv) Gas Turbine & Machinery: Promote development of new models of jet engines for commercial
aircraft, strengthen the energy and environment business areas through promoting developmentof new products and models, including industrial gas turbines and high-efficiency gas engines,
and increase competitiveness by improving productivity(v) Plant & Infrastructure: Bolster research and development in order to expand in the fields ofenergy and the environment, and accelerate efforts to commercialize new products and new
business concepts(vi) Motorcycle & Engine: Enhance cost competitiveness through optimal production and optimal
procurement on a global basis, expand sales channels and develop new markets in emerging
countries we already enter (Southeast Asia and Brazil, etc.) and develop leading technologies
to respond to environmental requirements(vii) Precision Machinery: Accurately respond to strong demand for hydraulic equipment for
construction machinery in China and emerging markets and strengthen system-handlingcapabilities for industrial robots(viii)Others: Improve development and sales capabilities with respect to the construction machinery
division by deepening our alliance with Hitachi Construction Machinery Co., Ltd. and enhance
profitability by lowering break-even points
Needless to say, compliance is a fundamental premise in carrying out business activities such as
those above. KHI Group strives to ensure that employees are made thoroughly aware of the provisionsof the various laws and regulations which apply to them, by implementing such measures asestablishing internal regulations concerning corporate ethics, carrying out staff training for each positionlevel, distribution of compliance guidebooks, and setting up CSR committees in each organization.
Furthermore, we have continued to take thoroughgoing organizational compliance initiatives by setting
up a department which presides over internal controls, compliance, and CSR promotion, and creating
units in charge of compliance within each business unit, while also striving to create a corporate culturethat places the highest priority at all times on information disclosure and transparency.
KHI Group aims to increase profitability across all businesses in this way, and along with enhancing
corporate value through thorough compliance, it aims to establish the Kawasaki brand as one that can behighly trusted.

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(9)

Trends in Assets and Income(i) Company Group Assets and Income
Unit: 100 million yen
The 185th fiscal
year

The 186th fiscal
year

The 187th fiscal
year

The 188th fiscal year
(under review)

Orders received

16,107

15,405

10,012

12,706

Net sales

15,01013,385

11,734

12,269Recurring profit

639

387

142

491

Net income (loss)

351

117

(108)

259

Item

Net income (loss) per share (yen)¥21.08¥7.02(¥6.51)¥15.55

Total assets

13,787

13,997

13,524

13,542

Net assets

3,190

2,952

2,830

2,974

The 185th fiscal
year

The 186th fiscal
year

The 187th fiscal
year

The 188th fiscal year
(under review)

Orders received

8,913

10,545

5,786

8,160

Net sales

8,899

7,714

6,441

8,174

(ii) Company Assets and Income
Unit: 100 million yen
Item

Recurring profit

317

26

86

328

Net income (loss)

208

(61)

(54)

333

Net income (loss) per share (yen)¥12.49(¥3.66)(¥3.24)¥19.97

Total assets

9,229

9,779

9,764

11,160Net assets

2,553

2,307

2,207

2,468

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(10) Major Parent Companies and Subsidiaries(i) Parent Companies
Not applicable.
(ii) Major Subsidiaries

Company name

Kawasaki Trading Co., Ltd.

CapitalThe
Company’s
percentage ofequityparticipation

Main business

70%

Sale of various industrial machinery, petroleum,steel, air conditioning equipment, etc.

¥ 600 million

NIPPI Corporation¥ 6,048 million

100%

Manufacture, maintenance, and modification of
aircraft; manufacture of rocket components,
aerospace equipment, targeting systems,
nondestructive testing systems, and industrial
fans

KCM Corporation¥ 4,825 million

Note 2

Design, manufacture, sale, repair, etc. of
construction machinery

Kawasaki Thermal Engineering Co.,Ltd.

¥ 1,460 million

83%

Manufacture, sales, installation and after-sales
service for boilers, air-conditioning equipment
and absorption-style heat pumps, etc.

Kawasaki Machine Systems, Ltd.

¥ 796 million

100%

Sale and repair of gas turbine generators,
industrial robots, and other industrial machinery¥ 1,200 million

100%

Design, execution and supervision ofengineering, construction, installation ofmachinery and appliances; design, manufacture,and sale of crushers, grinders, sorters, and otherequipment

KCMJ Corporation¥ 300 million

Note 3

Sale and repair of construction machinery,
hydraulic machinery, and other industrial
machinery

Kawasaki Motors Corporation Japan¥ 100 million

100%

Sole distributor of motorcycles and personal
water craft in Japan

100%

Sales of motorcycles, 4-wheel buggies, personal
water craft , general purpose gasoline engines in
the U.S.

100%

Manufacture of motorcycles, 4-wheel buggies,
personal water craft , general purpose gasoline
engines, rolling stock, and industrial robots in
the U.S.

U.S.$60 million

Note 4

Manufacture and after-sales service for rollingstock and related products, various engineering
services€64 million

100%

Sole distributorship of motorcycles, 4-wheel
buggies, personal water craft , general purpose
gasoline engines in Europe

Kawasaki Motors Enterprise(Thailand) Co., Ltd.

1,900 million baht

100%

Manufacture and sale of motorcycles inThailand

P.T. Kawasaki Motor Indonesia

U.S.$ 40 million

83%

Manufacture and sale of motorcycles inIndonesia

Kawasaki Motors (Phils.) Corporation

101 million peso

50%

Manufacture and sale of motorcycles in thePhilippines

1,310 million
won

50%

Assembly and after-sales services for hydraulicequipment in Korea

EarthTechnica Co., Ltd.

Kawasaki Motors Corp., U.S.A.

Kawasaki Motors
Manufacturing Corp., U.S.A.

Kawasaki Rail Car, Inc.

Kawasaki Motors Europe N.V.

Flutek, Ltd.

U.S.$ 165 million

U.S.$ 120 million(Notes) 1. Starting from the current consolidated fiscal year, the following changes were made in relation to companies
classified as major subsidiaries: Flutek, Ltd. was added; Kawasaki Shipbuilding Corporation, Kawasaki
Precision Machinery Ltd., Kawasaki Plant Systems, Ltd., which were merged by the Company, Kawasaki

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Life Corporation and Canadian Kawasaki Motors Inc. were excluded.
2. KCM Corporation implemented allocation of new shares to Hitachi Construction Machinery Co., Ltd. as ofJune 30, 2010 with the capital participation by Hitachi Construction Machinery Co., Ltd. Accordingly,
Kawasaki Heavy Industries, Ltd. holds 66% of KCM Corporation’s shares, while Hitachi Construction
Machinery Co., Ltd. holds the remaining 34%.
3. KCMJ Corporation is a wholly-owned subsidiary of KCM Corporation.
4. Kawasaki Rail Car, Inc. is a wholly-owned subsidiary of Kawasaki Motors Manufacturing Corp., U.S.A.

(iii) Progress of Business Combinations
There are 96 consolidated subsidiaries, including 16 companies which are cited in (ii) above as
major subsidiaries, and there are 14 companies which are accounted for using the equity method.
(iv) Results of Business Combinations
As stated above in “Business Progress and Results”, for the current consolidated fiscal year net sales
increased ¥53.4 billion (5%) compared to the previous fiscal year, to ¥1,226.9 billion, and consolidated
current net income was ¥25.9 billion.
(11) Company Group’s Main Business and Number of Employees
Segment

Main Business

Number of Employees

Ship & Offshore Structure segment

Manufacture and sale of ships, etc.

2,773

Rolling Stock segment

Manufacture and sale of rolling stock, and snow removal
machinery, etc.

3,158

Aerospace segment

Manufacture and sale of aircraft, etc.

5,344

Gas Turbine & Machinery segment

Manufacture and sale of jet engines, general purpose gas
turbines, prime movers, etc.

3,500

Plant & Infrastructure segment

Manufacture and sale of industrial machinery, boilers,
environmental equipment, steel structures, etc.

2,931

Motorcycle & Engine segment

Manufacture and sale of motorcycles, four-wheel buggies(ATVs), multi-purpose four-wheel vehicles, personal
watercraft (“jet skis”), general purpose gasoline engines,
etc.

8,819

Precision Machinery segment

Manufacture and sale of hydraulic machinery andindustrial robots, etc.

2,147

Other

Manufacture and sale of construction machinery,
Administration of commercial and welfare facilities, etc.

3,094

Company-wide common areas(Head Office Administration Department, Research &Development Department, etc.)

940

Total

-

32,706
Japan
24,511
Overseas 8,195(Note)This company has 14,617 employees (average age: 42.0 years; average years of service: 17.1 years)

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(12) Company Group’s Principal Offices and Plants(i) The Company
Name and location
Principal
officesHead office

Kobe Head Office, Tokyo Head Office

2 Head Offices

Branches

Sapporo Office, Nagoya Office, Osaka Office, Fukuoka Office 4 Offices
Gifu Works (Kakamigahara), Nagoya Works 1 (Yatomi, Aichi), Nagoya Works 2 (Ama-gun,
Aichi), Kobe Works, Hyogo Works, Seishin Works, Nishi Kobe Works (Kobe), Akashi Works(Akashi), Kakogawa Works (Kakogawa), Harima Works (Kako-gun, Hyogo), Sakaide Works(Sakaide, Kagawa), Tokyo Office (Koto-ku, Tokyo), Technical Institute (Akashi) 13 Works(including a Technical Institute)

Plants, etc.

(ii) Material Subsidiariesi) Domestic
Company nameLocation of principal offices

Location of plants

Kobe, Chiyoda-ku, Tokyo-

NIPPI Corporation

Yokohama

Yokohama, Yamato

KCM Corporation

Kako-gun, Hyogo

Kako-gun, Hyogo

Kusatsu, Osaka, Koto-ku, Tokyo

Kusatsu

Osaka-

Chiyoda-ku, Tokyo

YachiyoKakogawa-

Akashi-

Kawasaki Trading Co., Ltd.

Kawasaki Thermal Engineering Co., Ltd.
Kawasaki Machine Systems, Ltd.
EarthTechnica Co., Ltd.
KCMJ Corporation
Kawasaki Motors Corporation Japanii) Overseas
Company nameLocation

Kawasaki Motors Corp., U.S.A.

U.S.

Kawasaki Motors Manufacturing Corp., U.S.A.

U.S.

Kawasaki Rail Car, Inc.

U.S.

Kawasaki Motors Europe N.V.

The Netherlands

Kawasaki Motors Enterprise (Thailand) Co., Ltd.

Thailand

P.T. Kawasaki Motor Indonesia

Indonesia

Kawasaki Motors (Phils.) Corporation

Philippines

Flutek, Ltd.

Korea

(13) Principal lenders(Unit: 100 million yen)
Balance of Loans

Lenders

Long term

Short term

Total

Mizuho Corporate Bank, Ltd.

109

437

547

Sumitomo Mitsui Banking Corporation

195

168

363

The Sumitomo Trust and Banking Co., Ltd.

170

63

233

Development Bank of Japan Inc.

161

1

163

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

0

110

110

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(14) Other important issues concerning the current situation of corporate groups
Important law suits cases etc
The Japan Fair Trade Commission issued on June 27, 2006 a cease and desist order against our company on
the grounds that there was illegal conduct (bid rigging) in violation of the Antimonopoly Act in relation to theconstruction of refuse incineration plants ordered by municipal governments etc. We have, however, lodged an
appeal with the Tokyo High Court to seek for the cancellation of the decision. In that appeal, the Tokyo High
Court ruled against our company (i.e. not agreeing to cancel the decision). We therefore appealed to theSupreme Court on October 9, 2008, however, on October 6, 2009, the appeal was declined, which confirms
our company lost the suit.
The Japan Fair Trade Commission issued a surcharge payment order on March 23, 2007 for the amount of¥5,165 million against our company. We have appealed the decision to the Japan Fair Trade Commission anddemanded a trial. However, since the same payment order for the amount of ¥5,165 million was issued in thedecision made on November 10, 2010, we decided not to challenge the decision. We paid the surcharge in fullon January 11, 2011, which closed this case.
Meanwhile, in relation to this matter, law suits have been filed against our company individually orseverally with other companies as follows as of the end of March 2011, in order to seek damages from us on
the grounds that we caused damage to the ordering parties due to bid rigging. Lawsuits settled during FY2010
are also included.
Municipalities, etc.

Status of the law suits

Atami CityThe Supreme Court ruled in favor of our company and others on April 13, 2009 (i.e. declined theappeal of citizens seeking damages of ¥1,357 million against seven companies including ourcompany), which confirmed that our company won the suit. However, an action for damages of ¥512
million has been brought against five companies including our company by Atami City at Tokyo High
Court on August 19, 2010. The case is currently under dispute.

Amagasaki City
(Civil lawsuits)

Osaka High Court ruled in favor of our company and others on November 30, 2007 (i.e. declined thedemand by citizens for the payment of ¥848 million against the six companies including ourcompany). The citizens’ group appealed to the Supreme Court. The Supreme Court reversed the High
Court decision and sent the case back to Osaka High Court on April 28, 2009. Osaka High Court ruled
against our company and others on July 23, 2010 (i.e. ordered the six companies including ourcompany to pay ¥336 million). Although the six companies did not appeal to the Supreme Court, thecitizen’s group did so. The case is currently under dispute.

Ichinomiya City

Nagoya High Court ruled against our company and others (i.e. ordered the payment of ¥1,215 million
against five companies including our company) on August 27, 2010. Since JFE Engineering
Corporation, the party that received the order, agreed to pay, the case is now closed.

Sado City

An action for damages of ¥621 million has been brought against our company at Niigata District Court
on May 26, 2009. The case is currently under dispute.

Greater Chichibu
Municipal Association

An action for damages of ¥952 million has been brought against five companies including ourcompany at Tokyo District Court on June 18, 2009. The case is currently under dispute.

Tama River Health
Association

An action for damages of ¥3,105 million has been brought against our company at Tokyo High Court
on June 24, 2010. The case is currently under dispute.

Yachiyo CityA settlement was reached on March 8, 2011 with our company agreeing to pay a settlement in theamount of ¥519 million to Yachiyo City based on advice to settle issued by Tokyo High Court. The
case is now closed.

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2. Status of Shares (as of March 31, 2011)(1)

Total number of shares authorized to be issued

3,360,000,000 shares(2)

Total number of shares issued

1,670,646,460 shares(including 100,288 shares of treasury stock)(3)

Number of shareholders

147,498 persons(4)

Major shareholders (top 10)
Shareholders’ investment in the company

Shareholder name

Number of shares held
thousand shares

Shareholding ratio%

Japan Trustee Services Bank, Ltd. (Trust Account)

108,235

6.4

The Master Trust Bank of Japan, Ltd. (Trust Account)

92,2605.5Mizuho Bank, Ltd.

57,443

3.4

JFE Steel Corporation

56,174

3.3

Nippon Life Insurance Company

54,016

3.2

Tokio Marine & Nichido Fire Insurance Co., Ltd.

35,785

2.1

Kawasaki Heavy Industries, Ltd. Kyoueikai

33,490

2.0

Kawasaki Heavy Industries, Ltd. Employees Shareholder Association

30,828

1.8

SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS

27,579

1.6

Sumitomo Mitsui Banking Corporation

26,8281.6(Note) The shareholding ratio is calculated after subtracting treasury stock (100,288 shares).

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3. Company Share Options(1)

Share options held by company officers at the end of the fiscal year under review
Not applicable.

(2)

Share options delivered to employees, etc. during the fiscal year under review
Not applicable.

(3)

Other important matters concerning share options, etc.
Share options already issued and currently existing
Type

Euro Yen convertible bonds due 2011 with stock acquisition rights

Number of share options

3,445

Type and number of underlying shares

Common stock: 14,958,749 shares

Share option issue priceFree of cost

Balance of bonds with stock acquisition rights¥ 3,445,000 thousand(Note) The number of underlying shares is the balance of bonds with stock acquisition rights divided by the conversion
price of ¥230.3.

In addition to the above, we have also issued convertible bonds pursuant to the previous provisionsof the Commercial Code.
Type

No. 9 unsecured convertible bond

Balance of convertible bonds¥ 7,038,000 thousand

Type of shares issued upon conversion

Common stock

Number of shares issued upon conversion

11,769,230 shares

Conversion price¥ 598(Note) The number of shares issued upon conversion is the balance of convertible bonds divided by the conversion
price.

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4. Company Officers(1)

Directors and Corporate Auditors
Position

Name

Areas of Responsibility within the Company and othersignificant concurrent positions
Chairman, The Kobe Chamber of Commerce and Industry
Vice Chairman, Kansai Economic Federation*

Chairman of the
Board

Tadaharu Ohashi*

President

Satoshi Hasegawa*

Senior Executive Vice
President

Shuji Mihara

Assistant to the President, in charge of the Head Officeadministrative departments, in charge of Procurement Divisionand the Motorcycle & Engine Company*

Senior Executive Vice
President

Masashi Segawa

Assistant to the President, General Manager, Corporate Technology
Division, in charge of technology and marketing, Infrastructure
Strategy Office*Senior Vice President

Mitsutoshi Takao

General Manager, Corporate Planning Division, in charge ofFinance & Accounting Division*

Senior Vice President

Yuichi Asano

President, Gas Turbine & Machinery Company*

Senior Vice President

Nobumitsu Kambayashi

President, Ship & Offshore Structure Company, Chairman,
Nantong COSCO KHI Ship Engineering Co., Ltd.

*

Senior Vice President

Kyohei Matsuoka

President, Rolling Stock Company*

Senior Vice President

Hiroshi Takata

President, Motorcycle & Engine Company○*

Senior Vice President

Shigeru Murayama

President, Aerospace Company○*

Senior Vice President

Toshikazu Hayashi

President, Plant & Infrastructure Company○*

Senior Vice President

Makoto Sonoda

President, Precision Machinery Company

Corporate Auditor

Nobuyuki Okazaki(Standing)Corporate Auditor

Tatsuyoshi Ogushi(Standing)Corporate Auditor

Kenzo Doi

Attorney, Outside Corporate Auditor of World Co., Ltd. and The
Koizumi Jute Mills Ltd.

Corporate Auditor

Michio Oka(Notes) 1.
2.
3.
4.

* means a Representative Director.
Corporate Auditors Kenzo Doi and Michio Oka are both Outside Corporate Auditors.
Corporate Auditor Michio Oka is an Independent Officer.
○ means new Directors appointed at the 187th ordinary general meeting of shareholders held on June 25,
2010.
5. Chikashi Motoyama, Director, has resigned during the relevant business year with the conclusion of the187th ordinary general meeting of shareholders.
6. As of April 1, 2011, the positions of Director has changed: Shuji Mihara, formerly Senior Vice President(Representative Director) has become Director.
7. Nobuyuki Okazaki, Corporate Auditor, who has many years of experience with administration andaccounting operations at our company and its subsidiaries, has substantial knowledge about finance andaccounting matters.

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8. Executive Officers as of April 1, 2011 are as follows.
Position

Name

Areas of Responsibility within the Company

President

Satoshi Hasegawa

Senior Executive Vice President

Masashi Segawa

Assistant to the President, in charge of technology, marketingand procurement, in charge of Infrastructure Strategy OfficeSenior Vice President

Mitsutoshi Takao

In charge of the Head Office administrative departments

Senior Vice President

Yuichi Asano

President, Gas Turbine & Machinery Company

Senior Vice President

Nobumitsu Kambayashi

President, Ship & Offshore Structure Company

Senior Vice President

Kyohei Matsuoka

President, Rolling Stock Company

Senior Vice President

Hiroshi Takata

President, Motorcycle & Engine Company

Senior Vice President

Shigeru Murayama

President, Aerospace Company

Senior Vice President

Toshikazu Hayashi

President, Plant & Infrastructure Company

Senior Vice President

Makoto Sonoda

President, Precision Machinery Company

Managing Executive Officer

Minoru Makimura

General Manager, Corporate Technology Division and Senior
Manager, Technical InstituteManaging Executive Officer

Masahiko Hirohata

General Manager, Corporate Planning Division and Senior
Manager, Infrastructure Strategy Office

Managing Executive Officer

Yoshinori KanehanaVice President, Rolling Stock Company

Executive Officer

Seiji Yamashita

General Manager, CSR Division

Executive Officer

Takeshi Sugawara

Deputy General Manager, Corporate Technology Division (incharge of Manufacturing Improvement)

Executive Officer

Tamaki Miyatake

General Manager, Planning Division, Mortorcycle & Engine
Company

Executive Officer

Shuichi Yamanaka

General Manager, Planning & Control Division, Rolling Stock
Company

Executive Officer

Shinsuke Tanaka

Deputy General Manager, Corporate Planning Division. (Incharge of special matters)

Executive Officer

Masatoshi Yamaguchi

General Manager, Robot Division, Precision Machinery
Company

Executive Officer

Naomi Sera

Vice President, Aerospace Company

Executive Officer

Joji Iki

General Manager, Machinery Division, Gas Turbine &Machinery Company

Executive Officer

Yoshizumi Hashimoto

General Manager, Personnel & Labor Administration
Division, in charge of Kobe Works Office, Akashi Works
Office and Harima Works Office

Executive Officer

Yukio Hayano

General Manager, Planning & Control Division, Aerospace
Company

Executive Officer

Masahiro Ibi

General Manager, Gas Turbine Division, Gas Turbine &Machinery Company

Executive Officer

Takafumi Shibahara

General Manager, General Administration Division

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15

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Executive Officer

Nobuyoshi Kobayashi

General Manager, Production Center, Plant & Infrastructure
Company in charge of Industrial Facilities & Tunneling
Equipment Engineering Division

Executive Officer

Minoru Akioka

General Manager, Finance & Accounting Division

Executive Officer

Yukinobu Kouno

Deputy General Manager, Corporate Technology Division andGeneral Manager, System Technology Development Center

Executive Officer

Masafumi Nakagawa

General Manager, Marketing & Sales Division, Motorcycle &Engine Company

Executive Officer

Mitsuo Kadoya

General Manager, Project Division Ship & Offshore Structure
Company

Executive Officer

Hiroshi Hidaka

In charge of planning and overseas business, Precision
Machinery Company

Executive Officer

Hideki Sasaki

In charge of Tokyo Office, Plant & Infrastructure Company

Executive Officer

Atsuhiko Yamanaka

General Manager, Procurement Division

Executive Officer

Eiji Inoue

Vice President, Plant & Infrastructure Company

Executive Officer

Akio Murakami

General Manager, Planning & Control Division, Ship &Offshore Structure Company

Executive Officer

Kaoru Kawabe

General Manager, Kobe Shipyard, Ship & Offshore Structure
Company

Executive Officer

Kazuo Hida

In charge of matters specially assigned by the Company
President, Precision Machinery Company (seconded to
Kawasaki Precision Machinery (U.K.) Ltd.)

Executive Officer

Makoto Ogawara

General Manager, Engineering Division, Rolling Stock
Company

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(2)

Compensation to Directors and Corporate Auditors
Directors 13 persons

Corporate Auditors 4 persons¥ 575,224 thousand¥ 84,840 thousand (of which ¥ 16,440 thousand to two Outside Corporate Auditors)(Notes) The maximum amount of remuneration for the Directors is ¥60 million per month (as resolved at the 178thordinary general meeting of shareholders held on June 28, 2001). The maximum amount of remuneration for
the Corporate Auditors is ¥8 million (which was resolved at the 170th ordinary general meeting of shareholders
held on June 29, 1993).

(3)

Outside Officers(i) Concurrent Director positions at other companies and the relationship between our company
and said companies
Not applicable.
(ii) Concurrent positions held as Outside Officer at other companies and the relationshipbetween our company and said companies
Corporate Auditor, Kenzo Doi concurrently holds a position as an Outside Corporate Auditor at
World Co., Ltd. and The Koizumi Jute Mills Ltd. Our company does not have any dealings or otherspecial relationship with these companies.
(iii) Relationships between the company or specific related business operators and Directors andemployees, etc.
Not applicable.
(iv) Main activities during the business year
Attendance and comments at Board of Directors meetings and Board of Corporate Auditors
meetings
Kenzo Doi, Corporate Auditor, attended all of the 13 Board of Directors meetings, and all of the 17
Board of Corporate Auditors meetings held during the business year, and mainly made comments basedon his expert standpoint as an attorney.
Michio Oka, Corporate Auditor, attended all of the 13 Board of Directors meetings, and all of the 17
Board of Corporate Auditors meetings held during the business year, and mainly made comments basedon his experience as a company manager.
(v) Overview of provisions in contracts for limitation of liability
The company has concluded contracts for limitation of liability with Corporate Auditors Kenzo Doi
and Michio Oka, pursuant to the provisions of Article 427 Paragraph 1 of the Companies Act. The
liability under said contract shall be limited to either an amount of ¥ 10 million, or an amount specified
by law, whichever is higher.

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5. Accounting Auditors(1)

Accounting Auditor’s Name
KPMG AZSA LLC(2)Accounting Auditors’ Compensation, etc., for the fiscal year under review(i) Accounting Auditors’ Compensation, etc., for the fiscal year under review¥ 162,160 thousand(ii) Cash and Other Profits Payable by the Company or its Subsidiaries to Accounting
Auditors¥ 223,660 thousand(Note) Under the audit agreement between the Company and its Accounting Auditors, compensation for audits
pursuant to the Companies Act and audits pursuant to the Financial Instruments and Exchange Act are notseparated, and otherwise cannot be separated. Consequently, the above amounts reflect totalcompensation.

(3)

Details of Non-audit Services
Operations such as procedures relating to the confirmation of balances of certain accounts issued tocustomers when orders are received for overseas projects, etc.

(4)

Policy Regarding Determination of Termination or Nonrenewal of Appointment of
Accounting Auditors
Where the Accounting Auditor violates or contravenes laws such as the Companies Act andCertified Public Accountant Act, and where it is determined acts have been committed which go against
public order and morality, the Board of Corporate Auditors shall consider whether to terminate or not
renew the Accounting Auditors based on those facts, and make a decision in accordance with the Boardof Corporate Auditors Regulations. Where the Board of Corporate Auditors determines that it isappropriate to terminate or not renew the appointment of Accounting Auditors, it will request the Boardof Directors to terminate the Accounting Auditors’ appointment, or put forward a proposal at theGeneral Meeting of Shareholders to not renew the appointment of the Accounting Auditors, and theBoard of Directors shall discuss the matter.

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6. System to ensure that Directors’ execution of duties complies with laws and the
Articles of Incorporation and other systems to ensure proper execution of business
A resolution was made with respect to the company’s internal control systems, pursuant to the Companies
Act, at the Board of Directors Meeting of May 24, 2006 regarding confirmation of the basic policies andstatus of established internal control systems, and henceforth whenever there are organizational changes orchanges to internal regulations, resolutions are made again at Board of Directors Meetings. The overview
thereof is as follows.
I. Basic policy for developing a system for internal controls
KHI Group develops and maintains systems for internal controls to establish systems to ensure formationof proper organizational structures, development of company rules and regulations, dissemination of
information and proper execution of operations; since KHI’s management philosophy, which is indicatedin our Group Mission (missions and roles which must be carried out) “Kawasaki, work as one for thegood of the planet”, “Kawasaki Value”, the “Group Management Principles” and “Group Code of
Conduct”; is embodied in each and every officer and employee of our Group. KHI strives to improve its
internal controls by constantly reviewing them, and in doing so improves the efficiency and lawfulness ofcompany systems which contribute to the Group’s sound and sustained growth.
II. Development of internal control systems
KHI has established the following internal control systems and is streamlining, maintaining, andimproving them. Going forward, KHI will review them as necessary, taking into account such factors aschanges in the company’s operating environment.
1. Internal control systems concerning Directors and employees(1) Systems to ensure that Directors’ and employees’ execution of duties are compliant with laws andthe Articles of Incorporation
1) We established KHI Corporate Ethics Regulations, and are thoroughgoing in ensuring
compliance with laws and the Articles of Incorporation and other KHI regulations and policies,
and bind KHI’s directors and employees to: put ethics regulations into practice as corporate
citizens, respect individuals and individual rights and prohibit discrimination, promote protectionof the environment, comply with laws and social rules, and use proper accounting practices andensure reliability of financial reports (hereinafter, “Fundamental Principles of Corporate Ethics).
2) According to the Internal Controls Management Regulations, we appropriately manage thesystem to promote measures, with the President as the chief executive of internal controls andGeneral Manager of each division as the manager in charge of internal controls, and deliberate
and make decisions on policies and measures at Management Meeting, which are designed to
streamline, maintain, and improve internal control systems, in order to ensure theappropriateness of business operations by achieving objectives such as effective and efficientbusiness operations, reliable financial reporting, compliance with laws, and safeguarding ofassets. Based on the roles and responsibilities given to Executive Officers, officers, andemployees, we manage internal control systems in a unified way.
3) According to the Company-wide CSR Committee Regulations and the CSR Committee
Regulations for Business Divisions, we deliberate and make decisions on policies and measures,
under the governance of the President, for the Company-wide CSR Committee and the CSR
Committee for Business Divisions (consisting of officers and employees) to comply with theFundamental Principles of Corporate Ethics stipulated in KHI’s Corporate Ethics Regulations,and to take thoroughgoing compliance initiatives for the KHI Group. We continue to improveunderstanding and awareness of compliance and also monitor operational status through ongoingeducation and training activities for various types of legal compliance.
4) According to the Compliance Reporting and Consultation System Regulations, we work toenhance compliance systems by managing the internal whistleblower system to report
information regarding compliance breaches in cases where it is difficult to correct compliancebreaches through ladders or concerned divisions.
5) Executive Officers who are delegated by Representative Directors to execute business operations
are appointed at Board of Directors Meetings, and while Executive Officers are delegated to
execute business operations, a Director who does not concurrently serve as an Executive Officer

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as well as an Independent Officer established by the Tokyo Stock Exchange are appointed toenhance the supervisory and monitoring functions of the Board of Directors for overallmanagement.
6) According to the Internal Controls Regulations, we ensure the appropriateness of business
operations through business audits conducted by the Auditing Department.
7) Based on our basic policy on internal controls over financial reporting, we establish internal
controls over financial reporting and appropriately carry out evaluation and assessment thereof
to ensure the reliability of financial reporting.
(2) Systems for storage and management of information related to Directors’ execution of duties
1) Information pertaining to Directors’ execution of duties (meeting minutes, decision making
records and appurtenant materials, account books, account invoices and other information) shallbe appropriately stored and managed in accordance with Document Handling Regulations andother related policies and regulations. The information shall be made accessible at any time to
Directors, Corporate Auditors and employees nominated thereby.
2) With respect to protection of confidential information, we have established a Policies for
Handling Corporate Secrets, and with respect to personal information we have established
Regulations for Protecting Personal Informations to ensure appropriate handling is thoroughly
observed, and we ensure enforcement thereof through such measures as inspections and businessaudits, which are carried out according to methods stipulated in the regulations.
(3) Systems for management of risk of loss
1) According to the Risk Management Regulations, we grasp the assumed risk in detail usinga unit of measurement common to the entire Group, with the President as the chief
executive of risk management and General Manager of each division as manager in chargeof risk management, and appropriately manage the risk management system, which isdesigned to avoid or minimize risk or losses caused by such risk.
2) With respect to risks pertaining to business strategies, risk analysis and consideration ofcountermeasures shall be conducted in advance by the concerned divisions in accordancewith the Regulations of Board of Directors, the Management Meeting Regulations and theApproval Regulations, and deliberations and decision making regarding those risks shall be
carried out at Board of Directors Meetings or Management Meetings in accordance withthose regulations. We also implement appropriate risk management for major projects thathave a significant impact on business operations, in accordance with the Major Project Risk
Management Regulations particularly.
3) As a measure to be taken when risk becomes evident, according to the Crisis Management
Regulations, we articulate codes of conduct in event of emergencies, and also appoint
persons in charge of crisis management at each place of business to appropriately manage
the system, which is designed to minimize losses.
(4) Systems to ensure efficient execution of Directors’ duties
1) Based on KHI Group’s role and objectives as articulated in the Kawasaki Group Mission
Statement, we share final goals for the future by setting forth a long-term vision for eachbusiness division in the medium-term business plan.
2) To attain the goals set forth in the Kawasaki Group Mission Statement and the long-term
vision (“Kawasaki Business Vision 2020”), we have formulated a medium-term businessplan and a short-term business plan, and have determined goals at an organization levelbased on these plans. We have also established performance goals for each officer andemployee, and work on activities that articulate goals to be achieved. Furthermore, byconducting regular reviews of these respective plans and goals, we aim to secure a systemthat enables more appropriate and efficient execution of business operations.
3) We have stipulated matters such as division of roles and authority for executing business
operations and lines of responsibility and chains of command, etc., in the Regulations forManaging Segregation of Business Operations and the Approval Regulations, etc., in orderto clarify the authority and limits of discretion of officers and employees. According to the
Executive Officers Regulations, Executive Officers are appointed based on a resolution
passed at Board of Directors meetings, and we clarify the“Systems for Execution ofBusiness Operations.” As a result of appropriately managing these systems, we aim to
efficiently execute business operations in each business and function area.

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4) We have established Management Meetings, which act as a deliberative organ to support
the Board of Directors meetings’ resolutions and the President’s decision making, to ensure
efficient execution of duties by Board Members through discussions at management
meetings. Furthermore, we hold Group Business Operations Meetings for all Executive
Officers to ensure familiarity with, and a common understanding of management strategies
and plans.
5) According to the company system, each business division makes decisions on its own
under delegated authority and responsibility, and executes flexible business operations that
adapt to changes in the environment.
2. Internal controls systems in the company group• Systems to ensure proper business execution within the company group which is composed of thecompany and subsidiaries
1) With respect to the management at each company within our Group, while respecting the autonomy
thereof, we ensure the appropriateness of business operations as a whole by KHI and each company
within our Group sharing the basic philosophy and vision indicated in the Kawasaki Group Mission
Statement and the Medium-Term Business Plan, etc.
2) According to the Internal Controls Management Regulations, we govern internal controls of our
subsidiaries and affiliates from the perspective of the parent company and appropriately manage thesystem to ensure the appropriateness of business operations by achieving objectives such as theeffectiveness and efficiency of business operations, reliability of financial reporting, compliance withlaws and safeguarding of assets as a whole group.
3) We implement controls as shareholders of subsidiaries and affiliates through the execution of voting
rights at the General Meeting of Shareholders, and also implement controls over important decisions,etc., concerning the operation of subsidiaries and affiliates through the Subsidiaries and Affiliates
Regulations and the Approval Regulations. Specifically, we carry out management supervision andmonitoring by dispatching non-full-time Directors and non-full-time Corporate Auditors to
subsidiaries, and also through the establishment of the Subsidiaries & Affiliates Control Department
which presides over subsidiaries, and clarification of the roles of each company, we secure
appropriate Group business management systems. Furthermore, according to the Internal Regulations
for Non-full-Time Officers of Subsidiaries and Affiliates, we also carry out education and training fornon-full-time officers dispatched from KHI.
4) The Auditing Department, which presides over Group internal audits, ensures the appropriateness ofoperations and prevents unfair transactions between Group companies through business audits andinternal controls over financial reporting at KHI and subsidiaries.
5) According to the Company-wide CSR Committee Regulations, we deliberate strategies and policies
and measures concerning the Fundamental Principles of Corporate Ethics and compliance as theentire KHI Group, and secure systems to check operational status.
3. Internal controls systems for ensuring appropriate audits by Corporate Auditors(1) Systems for employees in cases where the Corporate Auditor requests appointment of employees toassist with the Corporate Auditor’s duties• We allocate the required staff (to the Corporate Auditor) according to the Corporate Auditors’requests.
(2) Systems to ensure employees who assist with the Corporate Auditors duties are independent from
Directors.
• The person employed to assist with the duties of the Corporate Auditor (assistant of the Corporate
Auditor) shall follow the Corporate Auditor’s directions and orders, and the consent of the
Corporate Auditor is required in relation to the hiring or firing of the staff.
(3) Systems for Directors and employees to report to the Board of Corporate Auditors and othersystems for reports to the Board of Corporate Auditors.
1) Corporate Auditors attend Board of Directors meetings, Management Meetings andcompany-wide meetings, including Group Business Operations Meetings, Company-wide CSR
Committees and Company-wide Risk Management Committees; at these meetings, Directors
and employees provide reports concerning important matters about company management andbusiness operations, including matters regarding compliance, risk management and internal
controls, and the status of execution of duties. Furthermore, Directors shall immediately report to

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the Board of Corporate Auditors when discovering that there is a risk of the company sufferingsignificant damages.
2) Employees shall, in accordance with the Approval Regulations, report to the Corporate Auditor
regarding the execution of business operations by circulation of internal memos.
3) The Auditing Department and Accounting Auditors from time to time report to, and exchange
information with Corporate Auditors regarding the status of audits on each place of business andGroup companies.
(4) Other systems to ensure the effective conduct of audits by the Board of Corporate Auditors
1) Directors and Corporate Auditors regularly hold meetings to ensure mutual understanding, andthe Corporate Auditor also attends important meetings such as Board of Directors meetings andmanagement meetings, and directly expresses his/her opinion regarding Directors’ execution ofduties.
2) Directors promote collaboration between Corporate Auditors and the Auditing Department, andcooperate to establish systems which enable greater effectiveness in the conduct of audits.
3) Matters concerning the election of Corporate Auditors and their remuneration etc. aredetermined in accordance with laws and the Articles of Incorporation, by obtaining the consent
of Corporate Auditors, or approval of the Board of Corporate Auditors.
4. Basic stance on expulsion of anti-social forces and countermeasures
Because our Group resolutely refuses to comply with any unreasonable demands fromanti-social forces, and works to cut off all relations with anti-social forces, we distribute the“Compliance Guidebook” to all employees. Paragraph 1 of the Guidebook prohibits “giving
favors to anti-social forces,” and lists specific examples of prohibited acts. We work to ensurethat employees are thoroughly familiar with the matters contained in the Compliance Guidebook
by conducting training, etc., and do not merely distribute the guidebook.
Furthermore, with respect to internal systems, we have established a department inheadquarters which is responsible for overseeing handling of expulsion of anti-social forces,
established close cooperation with external specialized organizations such as the police force, andin collaboration with concerned departments we systematically handle unreasonable requests
from anti-social forces.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~(Note) Amounts in this Business Report are rounded down to the nearest unit.

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Consolidated Balance Sheet(As of March 31, 2011)(Unit: million yen)
Description

AmountDescription(Assets)
Current assets

Amount(Liabilities)
951,719

Current liabilities

703,726

Cash on hand and in banks

47,233

Trade payables

319,271

Trade receivables

401,753

Short-term borrowings

143,972

Merchandise and finished products

50,528Current bonds payable

20,000Work in process

285,977

Current convertible bonds

7,038

Current portion of bonds with stock acquisition

Raw materials and supplies

88,817

Deferred tax assets

35,887

Current portion of lease obligations

Other current assets

44,351

Income taxes payable

5,988

Allowance for doubtful receivables(2,829)Deferred tax liabilities

765

402,558

Advances from customers

80,815

Net property, plant and equipment

275,780

Accrued bonuses

15,692

Fixed assets

rights3,445
242

Buildings and structures

113,186

Provision for product warranties

7,288

Machinery and equipment

74,156

Provision for losses on construction contracts

33,068

Land

64,107

Provision for business structure improvement

1,077

Leased assets

283

Asset retirement obligations

499

Construction in progress

12,651

Provision for environmental measures

Other

11,394

Other current liabilities

10

Intangible assets

19,249Long-term liabilities

353,117

Investments and other assets

107,529

Bonds payable

50,000Investments in securities

203,801

64,55024,641Long-term debt

Long-term loans

458

Lease obligations

Deferred tax assets

47,193

Deferred tax liabilities

3,990

Other investments and other assets

36,221

Provision for losses on damages suit

5,868

Allowance for doubtful receivables(986)

Provision for environmental measures

3,333

Employees’ retirement and severance benefits

80,556

Asset retirement obligations
Other
Total liabilities

645

440
4,480
1,056,844(Net assets)
Shareholders’ equity

317,176

Common stock

104,340

Capital surplus

54,251Retained earnings

158,615

Treasury stock
Accumulated other comprehensive income(28,119)

Net unrealized gains on securities

3,876

Gains (losses) on hedging items
Foreign currency translation adjustments

Total assets(990)(31,006)

Minority interests

8,376

Total net assets

297,433

1,354,278−(30)

Total liabilities and net assets

23−

1,354,278

Consolidated Statement of Income(April 1, 2010 - March 31, 2011)(Unit: million yen)
Description

AmountNet sales

1,226,949

Cost of sales

1,037,078

Gross profit

189,870

Selling, general and administrative expenses

147,242

Operating income

42,628Non-operating income

19,330Interest income

1,779

Dividend income

527

Equity in income of non-consolidated subsidiaries andaffiliates

9,205

Foreign exchange gains, net

1,491

Other, net

6,327

Non-operating expenses

12,822

Interest expense

4,677

Loss on valuations of securities

1,577

Other, net

6,567

Recurring profit

49,136Extraordinary losses

10,540

Impairment loss

9,923

Provision of allowance for doubtful accounts for
subsidiaries and affiliates
Effects of adopting accounting for asset retirement
obligations

325
291

Income before income taxes

38,595

Income taxes-current

14,341

Income taxes-deferred(3,503)

Income before minority interests

27,758

Minority interests in income

1,792

Net income

25,965−24−

Consolidated Statement of Changes in Net Assets(April 1, 2010 - March 31, 2011)(Unit: million yen)
Shareholders’ equity
Common stock
Balance at March 31, 2010

Capital surplus Retained earnings

Total
shareholders’equityTreasury stock

104,328

54,275

137,689(552)

295,741

11

(24)

(16)

535

506

Changes of items during the period
Conversion of convertible-typebonds with stock acquisition rights
Cash dividends(5,003)(5,003)

Net income for the year

25,96525,965

Treasury stock purchased
Treasury stock disposed

(0)

Other

(15)

(15)

1

1

(19)

(19)

Net changes of items other thanshareholders’ equity
Total changes of items during theperiodBalance at March 31, 2011

11

(24)

20,926521

21,435

104,340

54,251

158,615(30)

317,176

Accumulated other comprehensive income
Foreign currency Total accumulated
other comprehensive
translation
incomeadjustments

Net unrealized
Gains (losses) on
gains on securities hedging items

Balance at March 31, 2010

5,305

(162)

(23,803)(18,659)

Minority
interests
5,972

Total
net assets
283,053

Changes of items during the period
Conversion of convertible-typebonds with stock acquisition rights

506

Cash dividends(5,003)

Net income for the year

25,965

Treasury stock purchased(15)

Treasury stock disposed

1

Other

(19)

Net changes of items other thanshareholders’ equity(1,429)(828)(7,202)(9,460)2,404(7,055)

Total changes of items during theperiod(1,429)(828)(7,202)(9,460)2,404

14,380

Balance at March 31, 2011

3,876

(990)

(31,006)(28,119)

8,376

297,433−

25−

Non-consolidated Balance Sheet(As of March 31, 2011)
Description(Assets)
Current assets
Cash on hand and in banks
Notes receivable-trade
Accounts receivable-trade
Raw materials and supplies
Work in process
Advance payments

AmountDescription

SoftwareLicense production and licensee’s
execution right

9,527(Liabilities)
Current liabilities
Notes payable-trade
Accounts payable-trade
Short-term borrowings
Current portion of long-term debt
Current bonds payable
Current convertible bonds
Current portion of bonds with stockacquisition rights
Notes payable-facilities
Lease obligations
Accumulated impairment loss on leased
assets
Accounts payable-otherAccrued expenses
Income taxes payable
Advances from customers
Deposits received
Unearned revenue
Accrued bonuses
Provision for product warranties
Provision for losses on construction
contracts
Provision for business structure
improvement
Provision for environmental measures
Asset retirement obligations
Other current liabilities
Noncurrent liabilities
Bonds payable
Long-term debt
Lease obligations
Accumulated impairment loss on
leased assets
Long-term accounts payable-other598

Provision for losses on damages suit

Other intangible assets

5,514

737,948
29,9705,460
317,841
65,076230,601
17,949Prepaid expenses

370

Deferred tax assets
Short-term loans

29,36016,042

Accounts receivable-other

19,410Accrued income
Other current assets
Allowance for doubtful receivables

75
6,398
(611)

Fixed assets
Net property, plant and equipment
Buildings
Structures
Docks and building berths
Machinery and equipment
Vessels

378,127
183,132
59,216
15,054
1,621
52,525
6

Aircraft
VehiclesTools, Furniture and fixtures
Land
Leased assets
Construction in progress

75
689
7,336
37,629155
8,821

Intangible assets

Investments and other assets
Investments in securities
Stock of affiliates
Investments in capital of affiliates
Long-term loans
Deferred tax assets
Other investments and other assets
Allowance for doubtful receivables

Total assets

15,639179,354
22,75087,76417,006
6,721
38,582
7,204(675)

1,116,076−

26(Unit: million yen)AmountProvision for environmental measures
Employees’ retirement and severance
benefits
Asset retirement obligations
Other long-term liabilities
Total liabilities
Net assets
Shareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
Provision for special depreciation
Provision for advanced
depreciation of fixed assets
Retained earnings brought forward
Treasury stock
Valuation and translation adjustments
Net unrealized gains on securities
Gains (losses) on hedging items
Total net assets
Total liabilities and net assets−

559,604
28,181
251,141
74,97229,01720,000
7,038
3,445
874
9
420
16,782
23,757618
54,054
2,118
10
10,164
5,152
26,618
1,077
499
10
3,640
309,582
50,000203,591
13
1,060
27
5,868
2,993
45,163422
442
869,187244,595
104,340
52,06752,067
088,217
88,217942
6,959
80,316
(30)
2,293
3,219
(925)
246,888
1,116,076

Non-consolidated Statement of Income(April 1, 2010 - March 31, 2011)(Unit: million yen)
Description

AmountNet sales

817,455

Cost of sales

742,870

Gross profit

74,585

Selling, general and administrative expenses

72,853Operating income

1,731

Non-operating income

40,915Interest income

859

Dividend income

34,374Foreign exchange gains

2,172

Other

3,509

Non-operating expenses

9,809Interest expense

3,355Interest on bonds

907

Loss on valuation of securities

1,551

Other

3,994

Recurring profit

32,837Extraordinary income

8,116

Gain on extinguishment of tie-in shares

8,116

Extraordinary losses

10,116

Impairment losses

9,923

Effect of adoption of the accounting for asset retirement
obligations

192

Income before income taxes

30,837

Income taxes-current

1,201

Income taxes-deferred(3,704)(2,503)

Net income

33,341−27−

Non-consolidated Statement of Changes in Net Assets(April 1, 2010 - March 31, 2011)(Unit: million yen)
Shareholders’ equity
Retained earnings
Other retained earnings
Reserve for
Retained
advanced
Reserve for
earnings
specialdepreciation
brought
depreciationof fixed
forwardassetsCapital surplus
Commonstock

Balance at March 31, 2010

Legal
capitalsurplus

Othercapitalsurplus104,328

52,058

33

11

9

(33)

715

7,044

Treasury stock

Total
shareholders’equity52,136(552)

215,764

(16)

535

506

Changes of items during the period
Conversion of convertible bonds
with stock acquisition rights
Cash dividends(5,003)

Net income for the year

33,341

Treasury stock purchased
Treasury stock disposed(0)

Provision for special depreciation
Reversal of provision for special
depreciation
Provision for advanced
depreciation of fixed assets
Reversal of provision for advanced
depreciation of fixed assets
Net changes of items other thanshareholders’ equity
Total changes of items during theperiodBalance at March 31, 2011

(15)

1

1
–

162

–

66

(66)

–

(150)

150

–

(162)

11

9

(33)

226

(84)

28,179521

28,830104,340

52,067

0

942

6,959

80,316(30)

244,595

Net
unrealized
gains onsecurities
4,775

Total
Gains (losses)
valuation andon hedging
translation
items
adjustments
180

Total
net assets

4,955

220,720

Changes of items during the period
Conversion of convertible bonds
with stock acquisition rights

506

Cash dividends(5,003)

Net income for the year

33,341

Treasury stock purchased(15)

Treasury stock disposed

1

Provision for special depreciation–

Reversal of provision for special
depreciation–

Provision for advanced
depreciation of fixed assets–

Reversal of provision for advanced
depreciation of fixed assets–

Net changes of items other thanshareholders’ equity

33,341
(15)

(389)

389

Valuation and translation adjustments

Balance at March 31, 2010

(5,003)(1,555)(1,106)(2,662)(2,662)

Total changes of items during theperiod(1,555)(1,106)(2,662)

26,168

Balance at March 31, 2011

3,219

(925)

2,293

246,888−28−

Board of Corporate Auditors’ audit report (duplicated copy)

Audit Report(English Translation)
Regarding the performance of duties by the Directors for the 188th fiscal year from April 1, 2010 toMarch 31, 2011, the Board of Corporate Auditors hereby submits its audit report, which has been prepared
upon careful consideration based on the audit report prepared by each Corporate Auditor.
1. Summary of Auditing Methods by the Corporate Auditors and Board of Corporate Auditors
The Board of Corporate Auditors established auditing policies, allocation of duties, and other relevant
matters, and received reports from each Corporate Auditor regarding his audits and results thereof, as well as
received reports from the Directors, other relevant personnel, and the Accounting Auditor regarding
performance of their duties, and sought explanations as necessary.
Each Corporate Auditor complied with the auditing standards of the Corporate Auditors established by
the Board of Corporate Auditors, followed the auditing policies, allocation of duties, and other relevant
matters, communicated with the Directors, internal control development division, Auditing Department(internal audit dept.) and other employees, and any other relevant personnel, and made efforts to prepare theenvironment for information collection and audit, as well as participated in meetings of the Board of
Directors and other important meetings, received reports from the Directors, Executive Officers, employees,
and other relevant personnel regarding performance of their duties, sought explanations as necessary,
examined important authorized documents and associated information, and studied the operations andfinancial positions at the head office and principal business offices.
In addition, regarding the system for ensuring that the performance of duties by the Directors conforms to
the related laws and regulations and Articles of Incorporation, and the system prepared based on the contentsof the resolutions of the Board of Directors and such resolutions regarding preparation of the systemstipulated in Article 100, Paragraphs 1 and 3, of the Ordinance for Enforcement of the Companies Act(internal control system), which system is necessary for ensuring that a joint stock corporation’s business isproper, we received reports from the Directors, employees, and other relevant personnel regarding thestructure of the system and the status of its operation, and sought explanations as necessary.
Furthermore, with respect to internal controls on financial reporting under the Financial Instruments andExchange Act, we received reports from the Directors as well as KPMG AZSA LLC regarding theassessment of the internal controls concerned and the status of auditing thereof, and sought explanations asnecessary.
With respect to subsidiaries, we communicated and exchanged information with Directors, Corporate
Auditors, and other relevant personnel of the subsidiaries, and received business reports from subsidiaries asnecessary.
Based on the above methods, we examined the business report and annexed specifications related to therelevant fiscal year.
Furthermore, we audited whether the Accounting Auditor maintained their independence andimplemented appropriate audits, as well as received reports from the Accounting Auditor regarding theperformance of their duties and sought explanations as necessary. In addition, we received notice from the
Accounting Auditor that “the system for ensuring that duties are performed properly” (matters set forth ineach item of Article 131 of the Ordinance for Corporate Accounting) has been prepared in accordance with
the Product Quality Management Standards Regarding Audits (issued by the Business Accounting
Deliberation Council (BACD) on October 28, 2005) and other relevant standards, and sought explanations asnecessary.
Based on the above methods, we examined the non-consolidated financial statements (non-consolidatedbalance sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets,
and non-consolidated notes) and their annexed specifications, as well as consolidated financial statements(consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net
assets, and consolidated notes) related to the relevant fiscal year.

−

29

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2. Results of Audit(1) Results of Audit of Business Report and Other Relevant Documents(i) In our opinion, the business report and the supplementary schedules are in accordance with therelated laws and regulations and Articles of Incorporation, and fairly represent the Company’s
condition.
(ii) We have found no evidence of wrongful action or material violation of related laws and regulations,nor of any violation with respect to the Articles of Incorporation, related to performance of duties
by the Directors.
(iii) In our opinion, the contents of the resolutions of the Board of Directors related to the internal
controls system are fair and reasonable. In addition, we have found no matters on which to remark
regarding the information contained in this Business Report and the performance of duties by the
Directors related to such internal controls system.
In addition, with respect to internal controls over financial reporting, at the time of preparation ofthis audit report, we received report from the directors that states that the said controls wereeffective, and also received report from KPMG AZSA LLC that states that there was no material
defect in the said controls.
(2)

Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
In our opinion, the methods and results employed and rendered by KPMG AZSA LLC are fair andreasonable.

(3)

Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by KPMG AZSA LLC are fair andreasonable.

May 24, 2011
Board of Corporate Auditors, Kawasaki Heavy Industries, Ltd.
Full-Time Corporate Auditor
Full-Time Corporate Auditor
Outside Corporate Auditor
Outside Corporate Auditor

−

30

−

Nobuyuki Okazaki
Tatsuyoshi Ogushi
Kenzo Doi
Michio Oka

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Retained Earnings
The Company’s basic policy is to pay stable cash dividends to its shareholders, giving due attention toincreased retained earnings to strengthen and expand its business foundations for future growth.
Taking into consideration the earnings forecasts and the level of retained earnings etc., the annual cash
dividend will amount to ¥3 per ordinary share for a total of ¥5,011,638,516.
In addition, the Company’s year-end dividend distribution is June 29, 2011.

Proposal No. 2 Election of Eleven Directors
As the term of office of all twelve Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders, we propose to elect eleven Directors.
The candidates for Director are as follows:
No.

1

Name
(Date of Birth)Tadaharu Ohashi(Nov. 9, 1944)

Apr. 1969
Jun. 2003
Apr. 2005
Jun. 2005
Jun. 2009

Apr. 1970
Jun. 2005
Apr. 20092

Masashi Segawa(Nov. 22, 1947)

Oct. 2010

Apr. 2011

Apr. 1972
Jun. 2007
3

Satoshi Hasegawa(Aug. 16, 1947)

Apr. 2009
Jun. 2009

Abridged Personal Records, Positions and Duties[Significant concurrent positions]
Joined Kawasaki Heavy Industries, Ltd.
Senior Vice President
Senior Executive Vice President, Assistant to the President
President
Chairman of the Board(current position)[Significant concurrent positions]
Chairman, The Kobe Chamber of Commerce and Industry
Vice Chairman, Kansai Economic Federation
Joined Kawasaki Heavy Industries, Ltd.
Senior Vice President
President, Rolling Stock & Construction Machinery Company
Senior Executive Vice President, Assistant to the President, In
charge of technology and marketing,General Manager, Corporate Technology Division,
In charge of Industrial Facilities and Tunneling Equipment
Division and Robot Division
Senior Executive Vice President, Assistant to the President, In
charge of technology and marketing,General Manager, Corporate Technology Division,
In charge of Infrastructure Strategy OfficeSenior Executive Vice President, Assistant to the President, In
charge of technology, marketing and procurement, In charge of
Infrastructure Strategy Office(current position)
Joined Kawasaki Heavy Industries, Ltd.
Senior Vice President
President, Gas Turbine & Machinery Company
Senior Executive Vice President,
Assistant to the President
President(current position)

−

31

−

Shares of theCompany

125,000
shares117,000
shares101,000
sharesNo.

Name(Date of Birth)
Apr. 1972
Apr. 2005
Jun. 2008

4

Mitsutoshi Takao(Apr. 1, 1950)

Apr. 2009
Apr. 2010

Apr. 2011

Apr. 1970
Apr. 2005

Nov. 2007

5

Yuichi Asano(Sep. 13,1947)
Apr. 2008

Apr. 2009
Jun. 2009

Apr. 1971
Jun. 2005

Apr. 2008

6

Nobumitsu
Kambayashi(May 28, 1948)

Jun. 2009

Apr. 2010

Oct. 2010

Abridged Personal Records, Positions and Duties[Significant concurrent positions]
Joined Kawasaki Heavy Industries, Ltd.
Executive Officer
General Manager, Finance & Accounting Department
Senior Vice President
General Manager, Finance & Accounting Department
Senior Vice President
General Manager, Corporate Planning Division
Senior Vice President
General Manager, Corporate Planning Division
In charge of Finance & Accounting Division
Senior Vice President
In charge of the Head Office administrative departments(current position)
Joined Kawasaki Heavy Industries, Ltd.
Executive Officer
Vice President, Gas Turbine & Machinery Company
Senior Manager, Manufacturing Center, Machinery Division, Gas
Turbine & Machinery Company
Executive Officer
Vice President, Gas Turbine & Machinery Company
General Manager, Machinery Division, Gas Turbine &Machinery Company
Senior Manager, Manufacturing Center, Machinery Division, Gas
Turbine & Machinery Company
Executive Officer
General Manager, Machinery Division, Gas Turbine &Machinery Company
Managing Executive Officer
President, Gas Turbine & Machinery Company
Senior Vice President
President, Gas Turbine & Machinery Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Senior Vice President
Senior Manager, Marketing & Sales Division, Kawasaki
Shipbuilding Corporation
Managing Executive Officer
General Manager, Corporate Business Development Division,
Kawasaki Heavy Industries, Ltd.
Senior Vice President,
Kawasaki Shipbuilding Corporation
Senior Vice President
General Manager, Corporate Business Development Division,
Kawasaki Heavy Industries, Ltd.
Senior Executive Vice President,
Kawasaki Shipbuilding Corporation
Senior Vice President
Kawasaki Heavy Industries, Ltd.
President, Kawasaki Shipbuilding Corporation
Senior Vice President
President, Ship & Offshore Structure Company(current position)[Significant concurrent position]
Chairman,
Nantong COSCO KHI Ship Engineering Co., Ltd.(note)

−

32

−

Shares of theCompany

77,000shares35,000shares

34,000sharesNo.

Name(Date of Birth)
Apr. 1973
Apr. 2006

7

Kyohei Matsuoka(Sep. 16, 1949)

Apr. 2008
Apr. 2009
Jun. 2009

Apr. 1972
Apr. 2006
Apr. 2007
8

Hiroshi Takata(Jan. 5, 1950)

Apr. 2009
Jun. 2009
Apr. 2010910

Toshikazu Hayashi(Dec. 3, 1946)

Makoto Sonoda(Dec. 7, 1948)

Apr. 1969
Apr. 2005
Jun. 2010
Oct. 2010

Apr. 1971
Jun. 2005
Jun. 2007
Jun. 2010
Oct. 2010

Apr. 1974
Apr. 2005
Apr. 200811

Shigeru Murayama(Feb. 27, 1950)

Apr. 2010
Jun. 2010

Abridged Personal Records, Positions and Duties[Significant concurrent positions]
Joined Kawasaki Heavy Industries, Ltd.
Executive Officer
General Manager, Planning & Control Division, Rolling Stock &Construction Machinery Company
Managing Executive Officer
Vice President, Rolling Stock Company
Managing Executive Officer
President, Rolling Stock Company
Senior Vice President
President, Rolling Stock Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Senior Manager, Quality Division, Consumer Products &Machinery Company
General Manager, Research & Development Division, Consumer
Products & Machinery Company
Managing Executive Officer
President, Consumer Products & Machinery Company
Senior Vice President
President, Consumer Products & Machinery Company
Senior Vice President
President, Motorcycle & Engine Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
President, Kawasaki Plant Systems, Ltd.
Director, Kawasaki Heavy Industries, Ltd.
President, Kawasaki Plant Systems, Ltd.
Senior Vice President
President, Plant & Infrastructure Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Senior Vice President, Kawasaki Precision Machinery, Limited.
President, Kawasaki Precision Machinery, Limited.
Director, Kawasaki Heavy Industries, Ltd.
President, Kawasaki Precision Machinery, Limited.
Senior Vice President
President, Precision Machinery Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Executive Officer
Vice President, Aerospace Company
Managing Executive Officer
Vice President, Aerospace Company
Managing Executive Officer
President, Aerospace Company
Senior Vice President
President, Aerospace Company(current position)

Shares of theCompany

60,000shares37,000shares

33,000shares

34,000shares

83,000shares(note) Nobumitsu Kambayashi is concurrently Chairman of Nantong COSCO KHI Ship Engineering Co., Ltd., and we havetransactions with this corporation in the following businesses.
• Guaranteeing borrowings from the bank to Nantong COSCO KHI Ship Engineering Co., Ltd.
• Sales of marine diesel engines, etc.
There is no special conflict of interest between the Company and the other candidates.

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33−