Summary(Translation)
Fields Corporation
Summary of Financial Information and Business Results
for the Year Ended March 31, 2009
May 12, 2009
Company Name:

Fields Corporation(URL: http://www.fields.biz/)
Listed on:
JASDAQ (Stock code: 2767)
Representative Director:
Takashi Oya
President and COO
Inquiries:
Hideaki Hatanaka
Executive Officer; General Manager, Corporate Communications OfficeTel:+81-3-5784-2111
Planned Date for Ordinary General Meeting of Shareholders:June 25, 2009
Planned Date for Start of Dividend Payment:
June 26, 2009
Planned Date for Submittal of the Financial Statements Report:
June 25, 2009
(Rounded down to the nearest million yen)
1. Consolidated business results for the year ended March 31, 2009 (April 1, 2008, to March 31, 2009)(1) Operating results(Percentage figures denote year-over-year changes.)Year ended
March 31, 2009
Year ended
March 31, 2008

Year ended
March 31, 2009
Year ended
March 31, 2008

Net sales
Million yen%

Operating income
Million yen%

Ordinary income
Million yen%

73,035(28.3)

1,960(85.1)

991(91.5)

101,818

19.3

13,15847.1

11,70527.2

Net income
Million yen%

Net income per share
Yen

Diluted net income per share
Yen(1,481)―(4,271.78)

―

5,296

42.8

15,263.76―%

Ordinary income to total assets
%

(3.5)

1.6

2.7

12.4

17.3

12.9

Return on equity
Year ended
March 31, 2009
Year ended
March 31, 2008

Operating margin%(Reference) Equity in earnings of affiliates
Year ended March 31, 2009: (¥428) million
Year ended March 31, 2008: (¥557) million(2) Financial position
Million yen

Million yen

Shareholders’ equity
ratio%

52,06439,49675.8

117,326.58

69,16846,331

64.3

128,201.49

Total assets
Year ended
March 31, 2009
Year ended
March 31, 2008

Net assets(Reference) Shareholders’ equity
Year ended March 31, 2009: ¥39,463 million
Year ended March 31, 2008: ¥44,485 million-1-

Net assets per shareYen(3) Cash flows

Million yen

Million yen

Million yen

Cash and cash
equivalents at end ofyear
Million yen

4,147(6,182)602

11,181

11,127(14,604)(1,384)

12,693

Cash flow fromoperating activities
Year ended
March 31, 2009
Year ended
March 31, 2008

Cash flow frominvesting activities

Cash flow fromfinancing activities

2. Dividends(Record date)

Dividend per share
Third
First quarter-end Second quarter-end
quarter-end
Yen
Yen
Yen

Year ended
March 31, 2008
Year ended
March 31, 2009
Year ending March 31,
2010 (Forecast)Year-end

AnnualYen

Yen―

2,000.00―

2,500.00

4,500.00―

2,000.00―

2,500.00

4,500.00―

2,000.00―

2,500.00

4,500.00

Million yen%

Dividend on
equity ratio(consolidated)
%

1,561

29.5

3.6

Total dividend(annually)
Year ended
March 31, 2008
Year ended
March 31, 2009
Year ending March 31,
2010 (Forecast)

Payout ratio(consolidated)

1,534

―

3.7
33.6

3. Forecast earnings for the year ending March 31, 2010 (April 1, 2009, to March 31, 2010)(Percentages denote year-over-year changes versus the corresponding year-earlier period.)
Net salesFirst half
Full year

Million yen
22,00070,000%(47.1)(4.2)

Operating income

Ordinary income

Million yen
4,500
10,000Million yen
4,500
10,000

%
38.4
410.2

%
48.9
909.1

Net income
Million yen
1,900
4,500

%
124.9
―

Net income
per share
Yen
5,648.76
13,378.64

4. Other information(1) Transfer of important subsidiaries during the year under review (Transfer of specific subsidiaries that results in achange in the scope of consolidation): Yes
New consolidation― firms
Deconsolidation
1 firm (Company Name: D3, Inc.)(Note) For details, see “Outline of the Fields ｇroup” on page 10.
(2) Changes in accounting principles, accounting procedures, presentation method and others in association with the
preparation of consolidated financial statements (Those which are stated in the “Basis of presentation of theconsolidated financial statements”)
1) Changes due to the revision to the accounting standards, etc.: Yes
2) Changes due to any reason other than those in 1) above: No(Note) For details, see “Change in the basis of presentation of the consolidated financial statements” on page 30.
(3) Number of shares issued (common stock)1) Number of shares issued (including treasury stock)
Year ended March 31, 2009
347,000 sharesYear ended March 31, 2008
347,000 shares
2) Number of treasury stock at end of year
Year ended March 31, 2009
10,643 sharesYear ended March 31, 2008
0 shares(Note) For the number of shares as the calculation basis for net income per share (consolidated), see the“Per-share data” on page 67-2-

(Reference) Summary of business results (Non-consolidated)
1. Business results for the year ended March 31, 2009 (April 1, 2008, to March 31, 2009)(1) Operating results(Percentage figures denote year-over-year changes.)Year ended
March 31, 2009
Year ended
March 31, 2008

Net sales
Million yen%

Operating income
Million yen%

Ordinary income
Million yen%

53,143(35.8)

3,818(69.8)

5,842(53.1)

82,75816.0

12,63440.4

12,46332.7

Net income
Million yen

%

Yen

1,145

(72.4)

3,304.50―

4,153(13.0)

11,970.60―

Year ended
March 31, 2009
Year ended
March 31, 2008

Net income per share

Diluted net income per shareYen(2) Financial position
Million yen

Million yen

Shareholders’ equity
ratio%

51,78741,853

80.8

124,430.66

58,62244,36775.7

127,861.20

Total assets
Year ended
March 31, 2009
Year ended
March 31, 2008

Net assets

Net assets per share
Yen(Reference) Shareholders’ equity
Year ended March 31, 2009: ¥41,853 million
Year ended March 31, 2008: ¥44,367 million
2. Forecast earnings for the year ending March 31, 2010 (April 1, 2009, to March 31, 2010)(Percentages denote year-over-year changes versus the corresponding year-earlier period.)
Net salesFirst half
Full year

Million yen
20,00063,000%(41.8)
18.5

Operating income

Ordinary income

Million yen
5,000
10,000Million yen
5,000
10,000%(11.2)
161.9

%
(9.0)
71.2

Net income
Million yen
2,500
5,000

%
(22.6)
336.7

Net income
per shareYen
7,432.58
14,865.16*Explanation on the appropriate usage of forecast earnings and other specific matters(Caution regarding forward-looking statements)
The forward-looking statements made in this report such as performance perspective are based on currently available
information and certain premises that are judged reasonable by management. There are many uncertain factors inherent
in forecasting, and there might be cases in which actual results of future business operations and/or events differ fromour forecasts depending on changes in diverse conditions. Please see “(1) Analysis of operating results” under “1.
Operating results” on page 4 with regard to the cautions in using assumptions as the premise for forecast earnings and inusing the forecast earnings.

-3-

1. Operating results(1) Analysis of operating results[1] Overview of operations for the year ended March 31, 2009
In pursuit of its corporate philosophy of “The Greatest Leisure for All People,” the Company has grown by identifying businesspossibilities through anticipating changes occurring among the public with regard to their lifestyles, environments, and more in
response to their ever-increasing amount of leisure time. In particular, the Company recognizes the importance of digital content
as it forms the foundation on which the Company establishes its competitive edge. Acting on this, in recent years the Company has
invested and expanded in diverse fields of entertainment, ranging from games to sports, movies, animation, publishing, mobile
phone content, etc. The idea is to acquire, create and develop copyrights (merchandising rights) that offer superior entertainment
features applicable in the field of pachinko/pachislot machines, which forms the mainstay of the Company’s business, and content
that open up new customer segments.
The market for leisure services today is experiencing a definite shift in its demand structure as consumers’ interests and tastes
diversify, and is transitioning into one where consumers are particular about where to spend their leisure budget. The market isentering a time where consumers prioritize entertainment options that attract them most and focus their investment
disproportionately.
Meanwhile, the pachinko industry faces the expectation that it will mature and become sound as it grows into a purveyor ofentertainment that need not rely on the element of gambling in order to be chosen and supported by consumers selective in how
and where to invest their leisure time. Within this perspective, exponential advances in the hardware development aspects ofpachinko/pachislot machines, including graphics chips and LCD screens, have heightened the importance of what content to showon them. In the course of competition among the manufacturers of pachinko/pachislot machines, trends have become increasingly
pronounced in favor of investing time into planning and development to supply exquisitely created machines. This has led to a
climate where the acquisition of high-potential content and the enhancement of planning and development capabilities decide who
wins and who loses.
In this business environment, for the year ended March 31, 2009 and on a consolidated basis, the Company posted net sales of¥73,035 million and operating income of ¥1,960 million. Ordinary income was ¥991 million, which was impacted by foreignexchange fluctuations and an equity method investment loss, etc. as the global financial uncertainty hit the Game Field segment.
For the year ended March 31, 2009, the Company also recognized extraordinary losses amounting to ¥3,840 million. These
included a loss due to discontinued production incurred by a subsidiary, loss on liquidation of an affiliate resulting from theliquidation of a subsidiary, valuation loss on investment securities, and loss on sale of marketable securities, etc. As a result, net
losses for the year ended March 31, 2009 amounted to ¥1,481 million.

[2] Analysis of operations for the year ended March 31, 2009 by business segment
1) Pachinko/Pachislot (PS) Field segment
The pachinko machine titles released during the year ended March 31, 2009 are as follows:
Pachinko machine titles

Month released

CRA Neon Genesis Evangelion Premium ModelMay

CRA Morning Musume

July

CR Seven Samurai
CR Virtua Fighter
CR King Kong
CR Mystic Blue

2008
2008

Bisty Co., Ltd.

August2008

Bisty Co., Ltd.

October

2008

Sammy Corporation

November

2008

Bisty Co., Ltd.

December

2008

Bisty Co., Ltd.

Total number of pachinko machines sold

Bisty Co., Ltd.

202,525

Pachislot machine titles
Sonic Live
Neon Genesis Evangelion―That time has come, now they’re
waiting for us
Tenchi wo Kurau

May

Month released
2008

Rodeo Co., Ltd.

September

2008

Bisty Co., Ltd.

October

2008

Rodeo Co., Ltd.

Kaiji Act 2

December

2008

Rodeo Co., Ltd.

King Kong

January

2009

Bisty Co., Ltd.

Total number of pachislot machines sold

128,680(Note) The total number of pachinko and pachislot machines sold includes the number of machines with titles other than thoseabove sold via agency sales.
-4-At pachinko halls nationwide, as the emphasis of operation shifted towards pachinko machines, hall operators have continued
their effort to grow further as a leisure service provider for consumers who are becoming increasingly selective in how and where
to invest their leisure time. In order to seek out new fan segments, hall operators have implemented a variety of business efforts
including the adoption of pachinko machines rich in entertainment elements, a market approach of reducing the lease fee forpachinko balls, a fuller array of premiums they offer, and the improvement of play environment for users, etc. Meanwhile,
manufactures have been promoting measures to enhance the soundness of the pachinko market, by making voluntary efforts tocontrol the gambling nature of pachinko machines as the gambling element was previously on the rise.
During the year ended March 31, 2009, the industry voluntarily refrained from replacing machines out of consideration for thecountry’s hosting of the G8 Summit at Lake Toya in July 2008. Despite this, the Company aggressively supplied the marketplacewith machines with superior entertainment and gaming features to meet diverse needs in the market. While the pachinko machinesales business introduced a total of six new models, including CRA Neon Genesis Evangelion Premium Model, designed less forgambling than for playing for fun, and CR Seven Samurai, a new video entertainment experience, the pachislot machine sales
business released five new models. In particular, Neon Genesis Evangelion―That time has come, now they’re waiting for us, a
new pachislot machine released in September 2008, was highly acclaimed in the marketplace and recorded blockbuster sales
totaling 90,000 machines.
Although the major pachinko machine title, CR Neon Genesis Evangelion—The Beginning and the End, was initially planned tobe released during the fourth quarter ended March 31, 2009, after consulting with alliance partners on sales strategy, the Company
decided to delay the release and launch the product in April 2009, with a belief that the value of the merchandise would be further
enhanced if supplied when purchasing appetite of pachinko halls is stronger.
As a result of the above, during the year ended March 31, 2009, with unit sales of pachinko machines amounting to 202,525 andunit sales of pachislot machines coming to 128,680, the Pachinko/Pachislot (PS) Field segment posted net sales of ¥55,724
million and operating income of ¥4,031 million.
2) Game Field segment
During the year ended March 31, 2009, D3 Inc., which was one of the Company’s major subsidiaries, was impacted by a decline
in sales of game software both in the domestic and overseas markets due to drastic recessions along with global financial
uncertainty, etc. Although sales of the high-end game software of a collaboration title between D3 Inc. and the Company as well
as overseas sales of the Ben10 series and the NARUTO series remained strong, this fell short of making up for the negative
earnings impact and other issues resulting from the cost allocation by the Company for implementing a price protection program
following slower growth in sales of darkSector, a title introduced late in the previous year by the D3 Inc. As a result of the above,the segment’s results turned out to be sluggish.
thinkArts Co., Ltd., included in this segment, has been dissolved with its liquidation completed in March 2009, as described in the“Notification of Dissolution and Liquidation of Subsidiary Company” announced as of December 9, 2008. The Company
tendered all shares held by the Company in D3 Inc. in acceptance of a tender offer commenced by NAMCO BANDAI Games Inc.
as described in the “Notification of Deconsolidation of Subsidiary” as announced as of March 17, 2009. Upon the conclusion andcompletion of the tender offer, D3 Inc. was deconsolidated as a subsidiary of the Company as of March 24, 2009.
As a result of the above, the Game Field segment posted net sales of ¥12,593 million and operating loss of ¥1,289 million.
3) Sports Field segment
During the year ended March 31, 2009, the athlete management business reported continued strong results benefiting particularly
from outstanding showings by athletes under contract. The Total Workout operation, a provider of sports solutions, inaugurated abranch in Fukuoka in April 2008, and sought to acquire new members. Meanwhile, the branch at Ebisubashi in Osaka was closed
at the end of September 2008 under a program to review the current branch structure in order to make this business more
profitable. Furthermore, drastic reviews were undertaken across the sports business, and reforms implemented particularly toscale down the rights business and to optimize personnel deployment, in accordance with a business restructuring plan.
As a result of the above, the Sports Field segment posted net sales of ¥3,589 million and operating loss of ¥537 million.
4) Movies Field segment
During the year ended March 31, 2009, two movies in whose production the Company has invested hit the screen. One film
suffered a quite lackluster performance at the box office, and accordingly the Company has written off the equity investment in
the first quarter (April–June). After the second quarter throughout the year ended March 31, 2009, no new investment project was
initiated in the movies business.
-5-Fields Pictures Corporation, included in this segment, has been absorbed and merged into the Company effective as of January
2009, as described in the “Announcement of Merger of Consolidated Subsidiary (Simplified/Short Form Merger)” announced asof November 6, 2008.
As a result of the above, the Movies Field segment posted net sales of ¥73 million and operating loss of ¥503 million.
5) Web Service Field segment
During the year ended March 31, 2009, a mobile content platform operated by FutureScope Corporation began offering two newservices and focused efforts on putting the new service operation solidly on track. The company’s mainstay mobile content
platform, Fields Mobile, continued to fare well, especially with its paying membership increasing constantly, benefiting fromsynergies with merchandise the Company has launched, and reaching approximately 430,000 (as of March 31, 2009) about two
years after the start of service.
This segment information, which was included in the “Other Field segment” until the third quarter of the year ended March 31,
2009, has been separately presented as the “Web Service Field segment” because it was deemed to come under the requirements
for significant information for disclosure at the end of the year ended March 31, 2009.
As a result of the above, the Web Service Field segment posted net sales of ¥1,609 million and operating income of ¥455 million.
6) Other Field segment
During the year ended March 31, 2009, Lucent Pictures Entertainment, Inc., a subsidiary for planning and production ofanimation, has implemented steady measures for the release of the next movies. Such measures included the participation at theTokyo International Anime Fair, an establishment of a joint animation studio with STUDIO4°C Co., Ltd., development of a
production environment and infrastructure to produce high-quality animation videos, etc.
White Trash Charms Japan Co., Ltd., included in this segment, has been absorbed and merged into the Company effective as ofJanuary 2009, as described in the “Announcement of Merger of Consolidated Subsidiary (Simplified/Short Form Merger)”announced as of November 6, 2008.
As a result of the above, the Other Field segment posted net sales of ¥56 million and operating loss of ¥176 million.
(Note) Net sales reported by the individual segments include gross of inter-group net sales or transfers.

[3] Forecast earnings for the year ending March 31, 2010 (April 1, 2009 to March 31, 2010)
The full-year forecast for the year ending March 31, 2010 is as follows:
Forecast for the year
ending March 2010

Results for the year
ended March 2009

(Unit: Million yen)
Year-over-yearchangeNet sales

70,00073,035-4.2%

Operating income

10,0001,960+410.2%

Ordinary income

10,000991+909.1%

Net income

4,500(1,481)—In April 2009, the Company implemented organizational changes in order to reorganize the functioning of the pachinko/pachislot
field, the Company’s core business, and to foster an appropriate response to market conditions as well as prompt decision making
and business execution. In particular, the planning and development functions have been further reinforced to provide themarketplace with merchandise with a competitive edge and superior entertainment elements by utilizing high-quality contents.
In the year ending March 31, 2010, as we expect operations of pachinko halls will continue to be focused on pachinko machines,
we will limit the variety and invest time into planning and development to supply exquisitely created machines in the pachinko
machine sales business. Indeed, the new pachinko machine from Bisty Co., Ltd., “CR Neon Genesis Evangelion—The Beginningand the End,” which was scheduled for release during the first quarter ending June 30, 2009, has already been introduced andreceived high acclaim in the marketplace. This title is expected to record the highest sales in the Evangelion series. The Company
also plans to introduce the second additional innovative titles designed to create a new video entertainment experience during thenext fiscal year. In the pachislot machine sales business, the Company will focus on the continued provision of merchandise
centered on the popular titles while the environment for the pachislot market as a whole remains challenging.
On the group business strategy front, the Company has been restructuring its business portfolios. After reviewing each business-6-

segment, the Company has concentrated many management resources in the Pachinko/Pachislot (PS) Field segment, theCompany’s core business, and decided to temporarily put a curb on and reorganize the operations that require time before
synergies with the Pachinko/Pachislot (PS) Field segment may be achieved as well as the investment in operations other thanthose that are in strategic areas that need to be developed until the Company is in a class of its own. In the next fiscal year, we are
not anticipating income from the Game Field segment as a result of for example the sale of shares in D3 Inc. In fields such as
sports, animation and mobile, we will establish a foundation for future growth in order to make advances as a pioneer in theleisure-type services for consumers who are becoming increasingly selective in how and where to invest their leisure time, while
improving earnings quickly as we continue to create primary content and promote aggressive business development.
(2) Analysis of financial financial position[1] Assets, liabilities and net assets(Unit: Million yen)
Current fiscal year
end
(At March 31, 2009)

Previous fiscal year
end
(At March 31, 2008)

Total assets

52,064

69,168(17,103)

Total liabilities

12,56822,836(10,268)

Total net assets

39,496

46,331(6,835)Year-over-yearchange(Assets)
Current assets amounted to ¥25,135 million, down ¥14,423 million since the end of the previous fiscal year. This was mainly
attributable to decreases in notes and accounts receivable—trade and inventories.
Tangible fixed assets amounted to ¥10,898 million, up ¥2,805 million since the end of the previous fiscal year. This primarilyreflected the purchase of land scheduled for the construction of branch office premises to enforce sales capabilities in the
Pachinko/Pachislot (PS) Field segment.
Intangible fixed assets amounted to ¥2,761 million, down ¥1,175 million since the end of the previous fiscal year. This was
mainly attributable to a decrease in goodwill.
Investments and other assets amounted to ¥13,268 million, down ¥4,310 million since the end of the previous fiscal year. This
primarily reflected a decrease in net unrealized holding gain on investment securities.
As a result of the above, total assets amounted to ¥52,064 million, down ¥17,103 million since the end of the previous fiscal
year.
(Liabilities)
Current liabilities amounted to ¥7,547 million, down ¥11,775 million since the end of the previous fiscal year. This primarilyreflected increases in notes and accounts payable—trade. This was attributable to decreases in notes and accounts
payable—trade, a decrease in short-term borrowings and a decrease in accrued income taxes as profit decreased.
Fixed liabilities amounted to ¥5,021 million, up ¥1,506 million since the end of the previous fiscal year. This primarilyreflected an increase in corporate bonds payable and a decrease in long-term borrowings.
As a result of the above, total liabilities amounted to ¥12,568 million, down ¥10,268 million since the end of the previous fiscal
year.
(Net assets)
Net assets amounted to ¥39,496 million, down ¥6,835 million since the end of the previous fiscal year. This primarily reflecteda decrease in retained earnings.

[2] Cash flows
During the year ended March 31, 2009, cash and cash equivalents (hereinafter referred to as “cash”) decreased ¥1,512 million
since the end of the previous fiscal year and amounted to ¥11,181 million at the end of the year ended March 31, 2009.

-7-

Cash flows for the year ended March 31, 2009 were as follows:(Unit: Million yen)
Current fiscal year
(Year ended
March 31, 2009)

Previous fiscal year
(Year ended
March 31, 2008)

Cash flows from operating activities

4,147

11,127(6,980)Cash flows from investing activities(6,182)(14,604)

8,421

Cash flows from financing activities

602(1,384)

1,986

Year-over-yearchangeCash flows for the year ended March 31, 2009 and their conditions were as follows:(Cash flows from operating activities)
Net cash provided by operating activities amounted to ¥4,147 million (¥11,127 million of income in the previous year). The
principal factors in this were a decrease of ¥4,423 million in notes and accounts receivable—trade, a decrease of ¥1,343 million ininventories, a decrease of ¥2,329 million in merchandising rights advances, ¥2,328 million in interest and dividends paid and¥6,863 million in income taxes paid.
(Cash flows from investing activities)
Net cash used in investing activities amounted to ¥6,182 million (¥14,604 million of expenditure in the previous year). The
principal factors in this were purchases of tangible fixed assets totaling ¥4,710 million and ¥793 million of expenditures for saleof shares in subsidiaries which involved a change in the scope of consolidation.
(Cash flows from financing activities)
Net cash provided by financing activities amounted to ¥602 million (¥1,384 million of expenditure in the previous year). The
principal factors in this were a net decrease of ¥2,898 million in short-term borrowings, ¥6,200 million of proceeds fromlong-term borrowings, the repayment of ¥2,287 million in long-term borrowings and ¥2,948 million of proceeds from issuance ofcorporate bonds.

-8-

(Reference) Trends of cash flow indicators

Shareholders’ equity ratio (%)
Shareholders’ equity ratio
at market value (%)
Interest-bearing debt/cash flow
ratio (years)
Interest coverage ratio (times)

Year ended
March 31,2005

Year ended
March 31,2006

Year ended
March 31,2007

Year ended
March 31,2008

Year ended
March 31,
2009

46.0

45.0

62.2

64.3

75.8

250.0

145.8

99.8

68.7

90.8

0.7

0.3

0.9

0.4

0.7

210.3

256.6

83.7

145.7

36.0

・Shareholders’ equity ratio: Shareholders’ equity/Total assets
・Shareholders’ equity ratio at market value: Aggregate market value (based on the closing stock price at the end of the year)/
Total assets
・Interest-bearing debt/cash flow ratio: Interest-bearing debt/Operating cash flow・Interest coverage ratio: Operating cash flow/Interest expense(Notes)1. All of the above indicators are calculated for their respective values on a consolidated basis.
2. Aggregate market value is calculated based on the number of shares issued excluding treasury stock.
3. Interest-bearing debt indicates all the liabilities for which interest is paid posted in the consolidated balance sheets.

[3] Fundamental corporate policy for distributing profits and dividends for the current and next fiscal years
The Company regards the enhancement of corporate value as a principal management task, and its fundamental policy is to pay
dividends at an appropriate level that corresponds with profits. Specifically, dividends are determined on the basis of such factors
as operating revenue and cash flow conditions, and we aim to achieve a consolidated payout ratio of 20% or more.
The Company makes every effort to effectively use retained earnings for investments to enhance its financial condition, strengthen
the management foundation, expand businesses continually and secure a competitive edge.
Given these factors for the year ended March 31, 2009, to realize the Company’s basic management policy of “Shareholders First”
despite the net losses incurred for the year ended March 31, 2009, the Company paid an interim dividend of ¥2,000 per share toshareholders and intends to distribute a year-end dividend of ¥2,500 per share.
With regard to the year ending March 2010, we intend to distribute an annual dividend per share of ¥4,500 (an interim dividend of¥2,000 and a year-end dividend of ¥2,500).

-9-2. Outline of the Fields group
The Fields group (parent company and associated companies) comprises Fields Corporation (“the Company”), 10 subsidiaries, 6
affiliated companies, and 1 other related company.
The Group’s principal business activities are the sale of pachinko and pachislot machines and the planning and development ofdigital content based on the copyrights created by the Group itself or acquired for secondary use in other media.
The business areas of each company in the Fields group are summarized below.
Business segment

Pachinko/Pachislot(PS) Field

Description of principal
business
Planning, development, sales andmaintenance ofpachinko/pachislot machines, aswell as purchasing ofpachinko/pachislot machines

Company nameFields Corporation
Fields Jr. Corporation
Shin-Nichi Technology Co., Ltd.
Rodeo Co., Ltd.
Sankyo Co., Ltd.

Planning and development ofpachinko/pachislot machine
softwareIldel CorporationGame Field

Planning, development and salesof home-use game software, etc.

thinkArts Co., Ltd. 2, 4
D3 Inc. 3, 4
D3 Publisher Inc. 3, 4Entertainment Software Publishing Inc. 3,4
D3Publisher of America, Inc 3, 4
D3Publisher of Europe Ltd. 3, 4
Vicious Cycle Software, Inc. 3, 4
D3DB S.r.l. 3, 4

Sports Field

Sports management and related
activities

Movies Field
Web Service Field

EXPRESS Inc.
Japan Sports Marketing Inc.
JSM HAWAII, LLC

Movie production, digital content Fields Pictures Corporation 1, 4
creation and copyright
Haruki Fields Cinema Fund
acquisition
Mobile content business
FutureScope Corporation
Lucent Pictures Entertainment, Inc.

Other Field

Planning, production, etc. ofanimation

White Trash Charms Japan Co., Ltd. 1, 4
SPO Inc.
Bbmf Magazine, Inc.
Kadokawa Haruki Corporation
APE Inc.
G&E Corporation
YMO Inc.

Notes
1. White Trash Charms Japan Co., Ltd. and Fields Pictures Corporation have been absorbed and merged into the Company
effective as of January 1, 2009.
2. thinkArts Co., Ltd. has been dissolved with its liquidation completed in March 2009, and has been deconsolidated as a
subsidiary of the Company.
3. D3 Inc. and its subsidiaries (D3 Publisher Inc.; Entertainment Software Publishing Inc.; D3Publisher of America, Inc.;
D3Publisher of Europe Ltd.; Vicious Cycle Software, Inc.; and D3DB S.r.l.) have been deconsolidated as subsidiaries of theCompany, as a result of the sale of all shares held by the Company in D3 Inc. in March 2009.
4. Although excluded from the scope of consolidation, the statements of income, statement of change in net assets, and statementsof cash flows for this fiscal year are on a consolidated basis.

- 10 -

[Business organization chart]
We have two sales channels for pachinko and pachislot machines: direct sales to pachinko halls through sales activities by ourbranches (distribution model) and sales by an intermediary of an agency service (agency model).

Distribution model

Agency model

Nationwide pachinko halls(our users)

Nationwide pachinko halls(our users)

Collection ofsales amount

Agency(brokerage of sales)
Payment ofcommissions

Collection ofsales amountSalesamountSecondary agency

Remittance ofsales amount

Fields Corporation

Payment ofcommissions

Transport ofmachines

Remittance ofsales amountCollectionof salesamountFields Corporation(primary agency)
Receipt ofcommissions

Purchase of machines

Pachislot machine manufacturers(Rodeo Co., Ltd., and others)

Transport ofmachines
Remittance ofsales amountPachinko/pachislot machine manufacturers- 11 -

[Overview of group business]

Consignmentof installation(Consolidated subsidiary)Fields Jr. Corporation

pachinko/pachislot
machines

Machine manufacturer

Consigned Sales

Installation andmaintenance of(Equity method affiliate) (Other related company)
Sankyo Co., Ltd.

Rodeo Co., Ltd.

Product
purchasing(Consolidated subsidiary)
Ildel Corporation(Users)Nationwide pachinko halls

Agency(Intermediary agent)

Fields Corporation

Pachinko/Pachislot (PS) Field

Product sales
Sales representation(Consolidated subsidiary)
Shin-Nichi Technology Co., Ltd.

Game Field

ThinkArts Co., Ltd.

Business collaboration

D3 Inc.
D3 Publisher Inc.
Entertainment Software Publishing Inc.
D3Publisher of America, Inc.
D3Publisher of Europe Ltd.
Vicious Cycle Software, Inc.
D3DB S.r.l.

(Consolidated subsidiary)
Japan Sports Marketing Inc.

Business collaboration(Consolidated subsidiary)
JSM HAWAII, LLC

Other Field

Web
Service
Field

Movies
Field(Consolidated subsidiary)
EXPRESS Inc.

Fields Pictures Corporation(Consolidated subsidiary)
Haruki Fields Cinema Fund(Consolidated subsidiary)
FutureScope Corporation

Business collaboration(Consolidated subsidiary)
Lucent Pictures Entertainment, Inc.

White Trash Charms Japan Co., Ltd.

(Equity method affiliate)
SPO Inc.

(Equity method affiliate)
Kadokawa Haruki Corporation(Equity method affiliate)
Bbmf Magazine, Inc.

(Non-consolidated subsidiary)
APE Inc.

(Non-equity method affiliate)
G&E Corporation(Non-equity method affiliate)
YMO Inc.

- 12 -

Users

Sports Field

Copyright licensing of content (Merchandising rights)

3. Operating policies(1) Fundamental corporate management policy(2) Issues to address and management strategies for the medium to long term(3) Targeted management indicators
The relevant descriptions on each of the preceding items are omitted as there have been no changes from the contents disclosed in
the Summary of Financial Information and Business Results for the Year Ended March 31, 2008 (disclosed as of May 14, 2008).
The Summary of Financial Information and Business Results for the Year Ended March 31, 2008 may be obtained by accessing
the following web sites.
(The Company’s web site)
http://www.fields.biz/(Jasdaq Securities Exchange’s web site (“JDS” search page))
http://jds.jasdaq.co.jp/tekiji/(4) Other important matters affecting corporate management
No relevant items- 13 -

4. Consolidated financial statements(1) Consolidated balance sheets(Unit: Million yen)
Fiscal year ended
March 31, 2008
(March 31, 2008)

Fiscal year ended
March 31, 2009
(March 31, 2009)

AssetsCurrent assets*1

Cash and cash equivalents

12,841

11,181

Notes and accounts receivable—trade

12,3544,324

Inventories

4,013

—

—

150

Merchandise and products
Work in process—640

Raw materials and supplies

—

173

2,271

545

Deferred tax assets
Other accounts receivable

—

3,223

Merchandising rights advances

4,397

3,591

Other current assets

3,774

1,383

Allowance for doubtful accounts

(92)

(77)

39,55925,135

3,957

4,733

Accumulated depreciation(1,052)(1,131)

Net amount of buildings and structures

2,904

3,601

Total current assets
Fixed assets
Tangible fixed assets
Buildings and structures

Vehicles26

23

Accumulated depreciation

(14)

(15)

Net amount of vehicles

11

7

Tools, furniture and fixtures

2,599

2,402

Accumulated depreciation(1,393)(1,680)Net amount of tools, furniture and fixtures

1,206

721

3,701

6,514

Land
Construction in progress

269

53

Total tangible fixed assets

8,093

10,898Intangible fixed assets
Goodwill

1,057

326

Software

2,473

2,355

Other intangible fixed assets

406

80

Total intangible fixed assets

3,937

2,761

Investments and other assets*2

Investment securities

13,212*2

7,989

Long-term loans

102

101

Deferred tax assets

790

1,862

2,893

2,707

Deposits and guarantees
Other assets

934

863

Allowance for doubtful accounts

(355)

(256)

Total investments and other assets

17,57813,26829,60926,92969,16852,064

Total fixed assets
Total assets- 14 -

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(March 31, 2008)

Fiscal year ended
March 31, 2009
(March 31, 2009)

Notes and accounts payable—trade

5,954

1,981

Short-term borrowings

3,398

—

Liabilities
Current liabilities

Current portion of long-term borrowings

804

61

Corporate bonds redeemable within 1 year

120

720

Accrued income taxes

3,743

263

Accrued bonuses

174

211

Accrued bonuses to directors and auditors

128

245

Allowance for losses on order receiving

49—

Allowance for losses on relocation of offices

32

9

Other current liabilities

4,915

4,056

Total current liabilities

19,322

7,547

Corporate bonds

250

2,230

Long-term borrowings

434—

Retirement benefit provisions

211

221

2,459

2,569

Fixed liabilities

Long-term guarantee deposits received
Other fixed liabilities

158

0

Total fixed liabilities

3,514

5,021

Total liabilities

22,836

12,568

Common stock

7,948

7,948

Capital surplus

7,994

7,994

Retained earnings

28,85225,808—(1,330)44,79540,420

Unrealized holding gain on available-for-sale securities

(249)

(956)

Foreign currency translation adjustment

(59)

(0)

Total valuation and translation differences

(309)

(957)

Net assets
Shareholders’ equity

Treasury stock
Total shareholders’ equity
Valuation and translation differences

Stock acquisition rights

43—

Minority interest

1,802

32

Total net assets

46,33139,496

69,16852,064

Total liabilities and net assets- 15 -

(2) Consolidated statements of income(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

101,818

73,035Net sales
Cost of sales

67,27449,010Gross profit

34,54424,024Advertising expenditures

4,307

4,862

Salaries

5,175

5,106

145

202

Selling, general and administrative expenses

Provision for accrued bonuses
Provision for accrued bonuses to directors and auditors
Outsourcing expenses
Travel and transport expenses
Depreciation and amortization
Rents
Provision to allowance for doubtful accounts

128

245

1,878

1,532

662

596

977

1,534

1,460

1,608

150

29

Retirement benefit expenses

71

70

Amortization of goodwill

335

332

6,092

5,942

21,38522,063

13,1581,960*1OthersTotal selling, general and administrative expenses
Operating income
Non-operating income
Interest income

6229

Dividend income

28

188

Discounts on purchases

103

54

Lease income—

89

Others118

165

Total non-operating income

313

528

Interest expense

86

127

Equity method investment loss

557

428

Amortization of equity investment

243

92

Loss on management of investment securities

217

323

Foreign exchange loss

597

357

Non-operating expenses

OthersTotal non-operating expenses
Ordinary income- 16 -

63

168

1,766

1,497

11,705991

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

Extraordinary income*2

Gain on sale of fixed assets

*2

2

0

Gain on sale of share in affiliates—

2

Gain on investment in anonymous association

90

83

Insurance proceeds received—

110

Gain on reversal of stock acquisition rights—

71

Others3

1

Total extraordinary income

97

269

Extraordinary losses
Loss on sale of fixed assets*3—

Loss on disposal of fixed assets*4

Impairment loss

*5

Valuation loss on investment securities

0

266

*4

102

876

*5

152

112

1,605

Provision to allowance for loss on relocation of offices

32

9Loss on liquidation of affiliates—

537

Loss due to discontinued production—

702

Others

3

730

1,292

3,840

Income (loss) before income taxes and minority interests

10,509(2,579)Current income taxes

6,022

388

Deferred income taxes

(921)

(514)

Total income taxes

5,101

(126)

111

(971)

5,296

(1,481)

Total extraordinary losses

Minority interests (loss)
Net income (loss)- 17 -

(3) Consolidated statement of change in net assets(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

7,948

7,948

Shareholders’ equity
Common stock
Balance at end of previous year
Amount of changes during the year
Total amount of changes during the year

—

—

7,948

7,948

7,994

7,994

—

—

7,994

7,994

24,94328,852

Dividends from surplus(1,388)(1,561)

Net income

5,296(1,481)

(0)

—

—

(1)

Balance at end of year
Capital surplus
Balance at end of previous year
Amount of changes during the year
Total amount of changes during the year
Balance at end of year
Retained earnings
Balance at end of previous year
Amount of changes during the year

Change in the scope of consolidation
Change resulted from a merger of companies
accounted for by the equity method
Total amount of changes during the year

3,908

(3,044)28,85225,808——Purchase of treasury stock—(1,330)Total amount of changes during the year—

(1,330)—(1,330)40,88644,795

Dividends from surplus(1,388)(1,561)

Net income

5,296(1,481)

(0)

—

—

(1)

—

(1,330)3,908(4,374)

44,79540,420

Balance at end of year
Treasury stock
Balance at end of previous year
Amount of changes during the year

Balance at end of year
Total shareholders’ equity
Balance at end of previous year
Amount of changes during the year

Change in the scope of consolidation
Change resulted from a merger of companies
accounted for by the equity method
Purchase of treasury stock
Total amount of changes during the year
Balance at end of year

- 18 -

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

Balance at end of previous year

214

(249)

Amount of changes during the year
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year

(464)

(707)

(464)

(707)

Balance at end of year

(249)

(956)

Balance at end of previous year

13

(59)

Amount of changes during the year
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year

(73)

59

(73)

59

Balance at end of year

(59)

(0)

Balance at end of previous year

228

(309)

Amount of changes during the year
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year

(537)

(647)

(537)

(647)

Balance at end of year

(309)

(957)

Balance at end of previous year

15

43

Amount of changes during the year
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year

27

(43)

27

(43)

Balance at end of year

43

—

1,705

1,802

96

(1,769)96(1,769)1,80232Valuation and translation differences
Unrealized holding gain on available for-sale securities

Foreign currency translation adjustment

Total valuation and translation differences

Stock acquisition rights

Minority interest
Balance at end of previous year
Amount of changes during the year
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year
Balance at end of year

- 19 -

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

42,836

46,331Dividends from surplus(1,388)(1,561)

Net income

5,296(1,481)

(0)

—

—

(1)

—

(1,330)(413)(2,460)3,494(6,835)46,33139,496

Total net assets
Balance at end of previous year
Amount of changes during the year

Change in the scope of consolidation
Change resulted from a merger of companies
accounted for by the equity method
Purchase of treasury stock
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year
Balance at end of year

- 20 -

(4) Consolidated statements of cash flows(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

Income (loss) before income taxes and minority interest

10,509(2,579)Depreciation and amortization

1,097

1,775

Impairment loss

876

152

Amortization of goodwill

335

332

Increase (decrease) in allowance for doubtful accounts

112

(90)

Increase (decrease) in accrued bonuses
Increase (decrease) in accrued bonuses to directors andauditors
Increase (decrease) in retirement benefit provisions
Increase (decrease) in allowance for losses on order
receiving
Increase (decrease) in allowance for losses on relocationof offices
Interest and dividend income

120

36

30

117

12

40

17

(49)

32

(0)

(90)

(218)

Discounts on purchases

(103)

(54)

Equity method investment loss (gain)

557

428

Interest expense

86

127

Loss (gain) on sale of shares in affiliates—

342

Loss (gain) on investment in anonymous association

(90)

(83)

Cash flows from operating activities

Loss on disposal of fixed assets

266

102

Loss on management of investment securities

217

323

Valuation loss (gain) on investment securities

112

1,605

Amortization of equity investment

243

92

Foreign exchange loss (gain)
Decrease (increase) in notes and accounts
receivable—trade
Decrease (increase) in inventories

620

364

6,052

4,423

(504)

1,343

Decrease (increase) in merchandising right advances(1,918)805

Decrease (increase) in prepaid expenses

(422)

68

Decrease (increase) in advance payments

(245)

346

Decrease (increase) in other accounts receivable
Increase (decrease) in notes and accounts
payable—trade
Increase (decrease) in other accounts payable—220(3,250)(2,329)850

27

Increase (decrease) in accrued consumption taxes

162

(535)

Increase (decrease) in deposits received

(363)

917

Others46

698

Subtotal

15,372

8,752

Interest and dividends received

131

2,328

Interest paid

(76)

(115)

Insurance proceeds received—

110(4,299)(6,863)

Income taxes paid
OthersNet cash provided by (used in) operating activities- 21 -—(64)

11,1274,147

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)(3,450)(4,710)

—

176

(761)

(401)

Cash flows from investing activities
Purchases of tangible fixed assets
Proceeds from sale of tangible fixed assets
Purchases of intangible fixed assets
Proceeds from sale of intangible fixed assets
Purchases of investment securities
Proceeds from sale of investment securities
Expenditure for acquiring shares in affiliates
Expenditure for acquiring shares in subsidiaries which
involved change in the scope of consolidation
Expenditure for sale of shares in subsidiaries which
involved change in the scope of consolidation
Expenditure for equity investment

*2

—

6

(7,585)

(566)

495

187

(1,169)

—

(902)

—
*2

—

(793)

(220)

—

(1,036)(252)

Collection on loans

234

255

Payments for deposits and guarantees

(296)

(15)

Proceeds from cancellation of deposits and guarantees

124

57

Payments for long-term prepaid expenses

(57)

(54)

Others21(70)(14,604)(6,182)

Expenditure for loans

Net cash provided by (used in) investing activities
Cash flows from financing activities
Net increase (decrease) in short-term borrowings

1,167(2,898)Proceeds from long-term borrowings

—

6,200

Repayment of long-term borrowings(987)(2,287)—

2,948

Redemption of corporate bonds

(120)

(420)

Provision of collateral goods

(89)

(17)

Proceeds from payments by minority shareholders

42—(1,391)(1,563)

Expenditure for purchase of treasury stock—(1,334)

Dividends paid to minority shareholders

(5)

(25)

(1,384)

602

(275)

(79)

(5,136)(1,512)

17,81912,693

Proceeds from issuance of corporate bonds

Dividends paid

Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash
equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Increase in cash and cash equivalents due to change inscope of consolidation
Cash and cash equivalents at end of year10
*1

- 22 -

12,693—*1

11,181

(5) Note ｒegarding the operation of the company as a going concern
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
No relevant items
Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)
No relevant items- 23 -

(6) Basis of presentation of the consolidated financial statements
Item
1. Scope of
consolidation

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(1) Number of consolidated subsidiaries: 9(1) Number of consolidated subsidiaries: 19
Names of consolidated subsidiaries:
Names of consolidated subsidiaries:
Fields Jr. Corporation
Fields Jr. Corporation
Lucent Pictures Entertainment, Inc.
White Trash Charms Japan Co., Ltd.
Shin-Nichi Technology Co., Ltd.
Lucent Pictures Entertainment, Inc.
Haruki Fields Cinema Fund
thinkArts Co., Ltd.
FutureScope Corporation
Fields Pictures Corporation
EXPRESS Inc.
Shin-Nichi Technology Co., Ltd.
Japan Sports Marketing Inc.
Haruki Fields Cinema FundJSM HAWAII, LLC
FutureScope Corporation
Ildel Corporation
EXPRESS Inc.
Japan Sports Marketing Inc.
JSM HAWAII, LLC
Ildel Corporation
D3 Inc.
D3 Publisher Inc.
Entertainment Software Publishing Inc.
D3Publisher of America, Inc.
D3Publisher of Europe Ltd.
Vicious Cycle Software, Inc.
D3DB S.r.l.
White Trash Charms Japan Co., Ltd. andDigital Lord Corporation changed its trade
Fields Pictures Corporation, which werename to Lucent Pictures Entertainment, Inc. as
consolidated subsidiaries, were excluded fromof October 1, 2007.
the scope of consolidation in the year ended
Shin-Nichi Technology Co., Ltd. andMarch 31, 2009 as they were absorbed and
EXPRESS Inc. were included within the scope
merged into the Company (a survivingof consolidation as a result of the acquisition
company) effective as of January 1, 2009.
of their shares by the Company in the year
thinkArts Co., Ltd., which was a consolidated
ended March 31, 2008.
subsidiary, was excluded from the scope ofGiven its significance, Ildel Corporation,
consolidation in the year ended March 31,
which was a non-consolidated subsidiary until
2009 as a result of the liquidation completed
the previous fiscal year, was included withinin March 2009.
the scope of consolidation in the year ended
D3 Inc. and its consolidated subsidiaries (D3March 31, 2008.
Publisher Inc., Entertainment Software
Vicious Cycle Software, Inc. was included
Publishing Inc., D3Publisher of America, Inc.,
within the scope of consolidation as a result of
D3Publisher of Europe Ltd., Vicious Cycle
the acquisition of its shares by D3Publisher ofSoftware, Inc., and D3DB S.r.l.) were
America, Inc. in the year ended March 31,
excluded from the scope of consolidation in2008.
the year ended March 31, 2009 as a result ofHaruki Fields Cinema Fund was establishedthe sale of all shares held by the Company induring the fiscal year under review and was
D3 Inc. in March 2009.
therefore included in the scope of
consolidation.

- 24 -

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(2) Names of significant non-consolidated(2) Names of significant non-consolidated
subsidiaries, etc.:
subsidiaries, etc.:
APE Inc.
APE Inc.
Reason for exclusion from the scope of
Reason for exclusion from the scope of
consolidation:
consolidation:
Same as at left
Non-consolidated subsidiaries have been
excluded from consolidation owing to theirsmall size and the fact that in no case do theiraggregate total assets, net sales, net income(proportionate to equity stakes held) andretained earnings (proportionate to equity
stakes held), etc., have a material impact on
the consolidated financial statements.
(1) Number of equity-method affiliates: 4
2. Application of equity (1) Number of equity-method affiliates: 4
Rodeo Co., Ltd.
methodRodeo Co., Ltd.
SPO Inc.
SPO Inc.
Bbmf Magazine, Inc.
Bbmf Magazine, Inc.
Kadokawa Haruki Corporation
Kadokawa Haruki Corporation
SPO Inc. has been newly accounted for by theequity method as a result of the acquisition ofits shares by the Company in the year ended
March 31, 2008.
Bbmf Magazine, Inc. has been newly
accounted for by the equity method as a resultof the acquisition of its shares by Fields
Pictures Corporation in the year ended March
31, 2008.
(2) Names of significant non-consolidated(2) Names of significant non-consolidated
subsidiaries and affiliated companies not
subsidiaries and affiliated companies notaccounted for by the equity method:
accounted for by the equity method:
APE Inc.
APE Inc.
G&E Corporation
G&E Corporation
YMO Inc.
YMO Inc.
Reason for non-application of the equity method:
Reason for non-application of the equity method:Same as at left
These companies have a negligible impact on
net income (proportionate to equity stakes
held) and retained earnings (proportionate toequity stakes held) and have no significance asa whole, so they have been excluded from theapplication of the equity method.
(3) Matters requiring clarification concerning(3) Matters requiring clarification concerning
procedures for application of the equity method:
procedures for application of the equity method:Same as at left
With regard to companies accounted for by theequity method whose year-end settlement
dates differ from that for consolidated
accounts, the financial statements relating tothose companies’ fiscal years are utilized.
Same as at left
Of the consolidated subsidiaries, the year-end
3. Accounts settlementbalance sheet date of JSM HAWAII, LLC isdates of consolidated
December 31. In preparing the consolidated
subsidiaries
financial statements, its financial statements asof March 31 through the temporary settlementof accounts are used.
1. Scope of
consolidation- 25 -

Item

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

4. Accounting standards (1) Marketable securities
Held-to-maturity bonds:(1) Valuation standards
Carried at amortized cost (straight-line
and methods formethod)important assets
Other marketable securities
Securities with market prices:Stated at market value based on market priceas of the consolidated balance sheet date(unrealized gains or losses are charged or
credited directly to net assets, with the cost of
securities sold determined by the moving
average method).
Securities without market prices:Stated at cost determined by the moving
average method.
(2) Derivatives:
Stated at market value(3) Inventories[1] Merchandise
Fields Corporation:
Used pachinko/pachislot machines
At cost determined by the specificidentification method
OthersStated at cost determined by the moving
average method
Consolidated subsidiaries:
At cost determined by the periodic averagemethod[2] Products
Consolidated subsidiaries:
At cost determined by the first-in first-out
method[3] Work in process, content
Consolidated subsidiaries:
At cost determined by the specificidentification method[4] Raw materials
Consolidated subsidiaries:
Stated at cost determined by the moving
average method.
[5] Supplies
At cost determined by the last purchase pricemethod- 26 -

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(1) Marketable securities
Held-to-maturity bonds:
Same as at left
Other marketable securities
Securities with market prices:
Same as at left

Securities without market prices:
Same as at left
(2) Derivatives:
Same as at left
(3) Inventories
Valuation policy for inventories held for
purposes of ordinary sales is based on a costbasis (which reduces the book value of assets
whose profitability is diminished).
[1] Merchandise
Fields Corporation:
Used pachinko/pachislot machines
Specific identification method
OthersMoving average method
Consolidated subsidiaries:
Periodic average method[2][3] Work in process
Consolidated subsidiaries:
Specific identification method[4] Raw materials
Consolidated subsidiaries:
Moving average method[5] Supplies
At cost determined by the last purchase pricemethodItem(2) Depreciation
methods forimportantdepreciable assets(3) Treatment ofimportant deferredcharges(4) Accounting
standards forimportant reserves

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(1) Tangible fixed assets(1) Tangible fixed assets
Declining-balance method for the Company and
Declining-balance method for the Company anddomestic consolidated subsidiaries
domestic consolidated subsidiaries
However, the straight-line method is applied
However, the straight-line method is applied
to buildings (excluding building fixtures)to buildings (excluding building fixtures)acquired on and after April 1, 1998.
acquired on and after April 1, 1998.
The estimated useful lives of depreciable
Straight-line method for overseas consolidated
assets are as follows.
subsidiaries
Buildings: 8–50 years
The estimated useful lives of depreciable
Structures: 10–50 years
assets are as follows.
Vehicles: 2–6 years
Buildings: 8–50 years
Tools, furniture and fixtures: 2–20 years
Structures: 10–50 years
Vehicles: 2–6 years
Tools, furniture and fixtures: 2–20 years(2) Intangible fixed assets(2) Intangible fixed assets
Same as at left
Straight-line method
The straight-line method is applied to software
for company use, based on its useful life
within the Company (five years).
(3) Long-term prepaid expenses(3) Long-term prepaid expenses
Straight-line method
Same as at left
Corporate bond issuance expense
The expense is charged in full at the time it isincurred.
(1) Allowance for doubtful accounts(1) Allowance for doubtful accounts
Same as at left
To provide against losses from doubtful
accounts, allowances for ordinary receivables areprovided using a rate determined by pastcollection experience, and allowances for
specific debts considered doubtful are accounted
for by calculating the estimated amounts deemed
uncollectible after individually reviewing
collectability of the debts.
(2) Accrued bonuses(2) Accrued bonuses
Same as at left
To provide for employee bonuses, the Company
and some of its consolidated subsidiaries
recognize the amounts out of the projected bonus
payments to be allocated to the year ended
March 31, 2008.
(3) Accrued bonuses to directors and auditors(3) Accrued bonuses to directors and auditors
Same as at left
To provide for bonuses to directors and auditors,
the Company recognizes the amounts
corresponding to the year ended March 31, 2008
based on the projected bonus payments.
(4) Allowance for losses on order receiving
To provide against losses from receiving orders,allowances for losses on order receiving areprovided at some consolidated subsidiaries withregard to order receiving operations bearing ahigh possibility of incurring losses that at thesame time can be estimated rationally.

- 27 -(4)

Item

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(5) Allowance for losses on relocation of offices(5) Allowance for losses on relocation of offices
The Company provides estimated costs that
The Company provides estimated costs thatmight result from office relocations including amight result from office relocations including aloss on disposal of fixed assets and expenses forloss on disposal of fixed assets and expenses forrecovering the present status, etc.
recovering the present status, etc.
(6) Retirement benefit provisions(6) Retirement benefit provisions
Same as at left
To provide for employees’ retirement benefits,
the Company and some consolidated subsidiaries
recognize, on the basis of projected benefit
obligations as of the end of the fiscal year,
benefit obligations accrued as of the end of the
fiscal year.
Actuarial differences are amortizedproportionately by the straight-line method overa fixed number of years (five years) within the
average remaining period of service of
employees as of the time such differences arise.
Amortization amounts are expensed beginningwith the fiscal year following that in which thedifferences arise.
Foreign currency receivables and payables are(5) Translation oftranslated into yen using the spot currency
importantforeign-currency-de exchange rate on the consolidated balance sheet
date, and translation differences are recorded asnominated assets
gains or losses.
and liabilities into
The assets and liabilities of overseas subsidiaries
yen
are translated into yen using the spot currency
exchange rate on the consolidated balance sheet
date, and income and expenses are translated into
yen using the average exchange rate during theperiod, translation differences being stated as partof the foreign currency translation adjustment in
the net assets section of the balance sheet.
(4) Accounting
standards forimportant reserves(6) Treatment ofimportant leasetransactions(7) Important hedge
accounting
methods

Finance lease transactions, other than those where
the ownership of the leased assets is deemed to betransferred to the lessee, are accounted for as
ordinary operating lease transactions.
(1) Important hedge accounting methods
At certain consolidated subsidiaries, special
treatment is used in the case of interest rate
swaps that satisfy the criteria for hedge
accounting.
(2) Method and scope of hedging
Hedging method
Interest rate swap transactions
Scope of hedging
Interest on borrowings(3) Hedging policy
At certain consolidated subsidiaries a hedging
policy is implemented to avoid any impact offluctuations in market interest rates onfund-raising costs (interest expense).
(4) Method for assessing hedging effectivenessInterest rate swap transactions are deemed toqualify for special accounting treatment, andtherefore it is on this basis that judgments as toeffectiveness are made.
- 28 -

(1)

(2)

(3)

(4)

Item
(7) Important hedge
accounting
methods(8) Other significant
standards for the
preparation of
consolidated
financial statements
5. Valuation of assets
and liabilities of
consolidated
subsidiaries
6. Amortization of
goodwill and negative
goodwill
7. Scope of funds inconsolidated
statements of cashflows

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)(5) Other risk management
The management division has responsibility forthe conclusion of contracts relating to hedge
accounting at certain consolidated subsidiaries.
No particular stipulations relating to suchtransactions have been laid down, but they areadministered in accordance with regulations
governing the scope of authority.
Accounting for consumption taxes
Consumption tax is accounted for by the
tax-excluded method.

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(5)

Accounting for consumption taxes
Same as at left

Assets and liabilities of consolidated subsidiaries
are stated at fair value.

Same as at left

Goodwill is amortized equally for a reasonable
number of years within 10 years, estimating theperiod when its effect is generated.

Same as at left

Funds include cash on hand, demand deposits andshort-term investments maturing or redeemablewithin three months after acquisition that arehighly liquid, easily convertible into cash andexposed to low price fluctuation risk.

Same as at left

- 29 -

(7) Change in the basis of presentation of the consolidated financial statements
Changes in accounting treatment
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Change in the method of depreciation of tangible fixed assets)
At the Company and its domestic consolidated subsidiaries,
pursuant to the revisions to the Corporate Tax Law (the Partial
Revision to the Corporate Tax Law, the 6th Law enacted on
March 30, 2007, and the Ordinance for Partial Revision to the
Cabinet Order Related to the Corporate Tax Law, the 83rd
Ordinance on March 30, 2007), the Company changed the methodof depreciation of tangible fixed assets and uses a method basedon the revised Corporate Tax Law with regard to those assets
acquired on and after April 1, 2007. Due to this change, operating
income, ordinary income and income before income taxes andminority interest each decreased ¥41 million.
The impact on the Segment Information is indicated in the
Segment Information section.
(Accounting standards pertaining to valuation of inventories)
Effective with the year ended March 31, 2009, the Company
adopts the Accounting Standard for Valuation of Inventories (theAccounting Standards Board of Japan (hereinafter referred to as“ASBJ”) Statement No. 9 announced on July 5, 2006) andchanges its valuation policy from the cost method to a cost basis(which reduces the book value of assets whose profitability isdiminished).
This change has no effect on income.
(Accounting standards pertaining to lease transactions)
Effective with the year ended March 31, 2009, the Company
adopts the Accounting Standard for Lease Transactions (ASBJ
Statement No. 13 (effective as of June 17, 1993 (the 1st
Committee of the Business Accounting Council) and revised as ofMarch 30, 2007)) and the Implementation Guidance for
Accounting Standard for Lease Transactions (ASBJ Guidance No.
16, effective as of January 18, 1994 (the Accounting System
Committee of the Japanese Institute of Certified Public
Accountants (hereinafter referred to as the “JICPA”)) and revised
as of March 30, 2007) and applies the accounting methods that
apply to ordinary buying and selling transactions.
With regard to finance lease transactions for which a contract wasentered into prior to March 31, 2008, the Company applies theaccounting method that it uses to account for ordinary leasetransactions.
This has no effect on income.
(Practical Solution on Unification of Accounting Policies Applied
to Foreign Subsidiaries for Consolidated Financial Statements)
Effective with the year ended March 31, 2009, the Company
adopts the Practical Solution on Unification of Accounting
Policies Applied to Foreign Subsidiaries for Consolidated
Financial Statements (the Practical Issues Task Force (hereinafterreferred to as “PITF”) No. 18 effective as of May 17, 2006) andperforms required reconciliations in the consolidation accounting
process.
This application has no effect on income.

- 30 -

Changes in method of presentation
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Consolidated balance sheets)(Consolidated ｂalance ｓheets)
1. With the application of the Cabinet Office Ordinance Partially
As “Merchandising rights advances,” which had been included
Revising Regulation, etc. for Terminology, Forms andin “Other current assets” under current assets until the end of the
Preparation of Financial Statements (Cabinet Office Ordinanceprevious fiscal year, accounted for more than 5/100 of total
No. 50 effective as of August 7, 2008), what was included in
assets, it has been separately presented.
“Inventories” until the previous fiscal year has been separately
The “Merchandising rights advances” as of March 31, 2007, waspresented as “Merchandise and products,” “Work in process,”¥2,572 million.
“Raw materials and supplies” and “Content” effective with theyear ended March 31, 2009. However, the balance of “Content”
as of March 31, 2009, was ¥0. In the previous fiscal year, ¥475
million of “Merchandise and products,” ¥2,513 million of“Work in process,” ¥133 million of “Raw materials andsupplies” and ¥890 million of “Content” were included in“Inventories.”
2. As “Other accounts receivable,” which had been included in“Other current assets” under current assets until the end of theprevious fiscal year, accounted for more than 5/100 of total
assets, it has been separately presented. The “Other accounts
receivable” as of March 31, 2008, was ¥355 million.
(Consolidated statements of income)As “Lease income,” which had been included in “Others”
under non-operating income until the end of the previous fiscal
year, accounted for more than 10/100 of total non-operating
income, it has been separately presented. The “Lease income”
as of March 31, 2008, was ¥3 million.
(Consolidated statements of cash flows)(Consolidated statements of cash flows)
1. “Loss on sale of fixed assets,” which was separately presented 1. “Proceeds from sale of tangible fixed assets,” which had been
included in “Others” under cash flows from investing activities
in the cash flows from operating activities until the previous
until the previous fiscal year, has been separately presented
fiscal year, is included in “Others” of the cash flows frombecause the amount became significant. The “Proceeds fromoperating activities because the amount became insignificant.
sale of tangible fixed assets” as of March 31, 2008, was ¥10
The “Loss on sale of fixed assets” as of March 31, 2008, wasmillion.
¥2 million.
2. “Loss from change in equity of affiliates,” which was
separately presented in the cash flows from operating activities
until the previous fiscal year, has been included in “Others” of
the cash flows from operating activities because the amountbecame insignificant. The “Loss from change in equity ofaffiliates” as of March 31, 2008, was ¥0 million.
3. “Amortization of equity investment,” which was included in“Others” of the cash flows from operating activities until theprevious fiscal year, has been separately presented because theamount became significant. The “Amortization of equity
investment” as of March 31, 2007, was ¥7 million.
4. “Foreign exchange gain,” which was included in “Others” of
the cash flows from operating activities until the previous fiscal
year, has been separately presented because the amount became
significant. The “Foreign exchange loss” as of March 31, 2007,
was ¥25 million.

- 31 -

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Consolidated statements of cash flows)
5. “Decrease (increase) in notes held,” which was separately
presented under the cash flows from operating activities until
the previous fiscal year, has been included in “Others” of the
cash flows from operating activities because the amountbecame insignificant. The “Increase in notes held” as of March
31, 2008, was ¥80 million.
6. “Decrease (increase) in non-operating notes receivable,” which
was separately presented in the cash flows from operating
activities until the previous fiscal year, has been included in“Others” of the cash flows from operating activities because theamount became insignificant. The “Decrease in non-operating
notes receivable” as of March 31, 2008, was ¥156 million.
7. “Decrease (increase) in deposits as security for dealing,”
separately presented in the cash flows from operating activities
until the previous fiscal year, has been included in “Others” of
the cash flows from operating activities because the amountbecame insignificant. The “Increase in deposits as security for
dealing” as of March 31, 2008, was ¥100 million.
8. “Increase (decrease) in other accounts payable,” which was
included in “Other” of the cash flows from operating activities
until the previous fiscal year, has been separately presented
because the amount became significant. The “Decrease in otheraccounts payable” as of March 31, 2007, was ¥563 million.
9. “Increase (decrease) in guarantee deposits held,” which was
separately presented under the cash flows from operating
activities until the previous fiscal year, has been included in“Others” of the cash flows from operating activities because theamount became insignificant. The “Decrease in guarantee
deposits held” as of March 31, 2008, was ¥119 million.
10. “Proceeds from sale of tangible fixed assets,” which was
separately presented under the cash flows from investing
activities until the previous fiscal year, has been included in“Others” of the cash flows from investing activities because theamount became insignificant. The “Proceeds from sale oftangible fixed assets” as of March 31, 2008, was ¥10 million.
11. “Payments for insurance reserve,” which was separately
presented under the cash flows from investing activities until
the previous fiscal year, has been included in “Others” of the
cash flows from investing activities because the amountbecame insignificant. The “Payments for insurance reserve” asof March 31, 2008, was ¥1 million.
12. “Dividends paid to minority shareholders,” which had been
included in “Dividends paid” under cash flows from financing
activities until the previous fiscal year, has been separately
presented because the amount became significant. The“Dividends paid to minority shareholders” as of March 31,
2007, was ¥3 million.

- 32 -

Additional information
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Method of depreciation and amortization of tangible fixed assets)
Beginning with the consolidated fiscal year ended March 31,
2008, at Fields Corporation and its domestic subsidiaries, tangible
fixed assets acquired by March 31, 2007, are equally depreciatedover five years from a year following the year when depreciation
was completed up to the limit of the depreciation.
The impact that this change has on the consolidated statement ofincome is immaterial.

- 33 -

(8) Notes to the consolidated financial statements(Consolidated balance sheets)
Fiscal year ended March 31, 2008
Fiscal year ended March 31, 2009
(As of March 31, 2008)(As of March 31, 2009)*1. Assets held as collateralTime deposits¥147 million
They are held as collateral to guarantee the transactions withbanks.
*2. Related to non-consolidated subsidiaries and affiliates*2. Related to non-consolidated subsidiaries and affiliates
Investment securities (shares)¥4,447 million
Investment securities (shares)¥2,644 million
3. Contingent liabilities
3. Contingent liabilities
The Company provides payment guarantees for sales of
The Company provides payment guarantees for sales ofpachinko/pachislot machines to pachinko halls from gaming
pachinko/pachislot machines to pachinko halls from gaming
machine manufacturers when acting as a representative inmachine manufacturers when acting as a representative insuch sales.
such sales.
K.K. Taisei Kanko¥80 million
Y.K. Daiko¥54 million
Niimi Co., Ltd.
¥54 million
Niimi Co., Ltd.
¥51 million
Y.K. Daiko¥49 million
K.K. The City
¥48 million
Y.K. Big Shot
¥37 million
K.K. Taisei Kanko¥46 million
Y.K. Takarazuka Pachinko Hall
Iwamoto Development Co., Ltd.
¥33 million
Sankei Shoji Co., Ltd.
¥34 million
Y.K. Fuji Leisure Service¥31 million
Meiplanet K.K.
¥33 million
K’s corporation¥25 million
K.K. Corona¥32 million
Meiplanet K.K.
¥23 million
K.K. Veam Stadium¥32 million
Asahi Shoji K.K.
¥13 million
K’s corporation¥30 million
R&K Co., Ltd.
¥13 million
Others (279)¥839 million
Others (126)¥264 million
Total¥1,261 million
Total¥605 million*4. Financial covenant
Of the short-term borrowings, the following financial
restrictions are included in the borrowing of ¥1,000 million
borne by D3 Inc., our consolidated subsidiary.
(1) The amount of net assets in the consolidated andnon-consolidated balance sheets as of each balance sheet dateafter the conclusion of the contract including first half-ends
must be maintained at 75% or more of the amount for theprevious term.
(2) Operating income/loss in the consolidated andnon-consolidated statements of income after conclusion of thecontract including first half-ends must not be losses for thesecond consecutive terms.
5. Overdraft agreements
5 Overdraft agreements
To raise working capital efficiently, the Fields group has
To raise working capital efficiently, the Fields group has
concluded an overdraft agreement with four banks.
concluded an overdraft agreement with four banks. Unutilized
Unutilized balances under these agreements as of March 31,
balances under these agreements as of March 31, 2009, were2008, were as follows:
as follows:
Overdraft limit¥3,568 million
Overdraft limit¥19,000 million
Borrowings outstanding
Difference¥568 million

Borrowings outstanding¥3,000 million

Difference- 34 -― million¥19,000 million

(Consolidated statements of income)Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)*1. Research and development expenses included in general andadministrative expenses¥34 million*2. Details of gain on sale of fixed assets are as follows:
Vehicles¥2 million
Tools, furniture and fixtures¥0 million
Total¥2 million*4. Details of loss on disposal of fixed assets are as follows:
Buildings and structures¥84 million
Vehicles¥0 million
Tools, furniture and fixtures¥19 million
Software¥162 million
Total¥266 million*5. Impairment loss
The Fields group has stated an impairment loss for the asset
set out below.
Miscellaneous
Usage business-related―
Idle assets
assetsBuildings andBuildings
Type structures
GoodwillandTools, furniture
structuresand fixtures
Nagoya-shi,
Location Osaka-shi,
―
Osaka
Aichi

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)*2. Gain on sale of fixed assets was due to sale of tools,
furniture and fixtures.

*3. Details of loss on sale of fixed assets are as follows:
Vehicles¥0 million
Tools, furniture and fixtures¥0 million
Total¥0 million*4. Details of loss on disposal of fixed assets are as follows:
Buildings and structures¥36 million
Vehicles¥0 million
Tools, furniture and fixtures¥26 million
Software¥14 million
Others intangible fixed assets¥25 million
Total¥102 million*5. Impairment loss
The Fields group has stated an impairment loss for the asset
set out below.
Miscellaneous
AssetsUsage business-related―scheduled toassetsbe sold
Buildings andType structures
Land
Tools, furniture Goodwill
and fixtures
Nagoya-shi,
Location Osaka-shi,
―
Osaka
Aichi

Amount¥42 million ¥717 million ¥116 million
When grouping its assets, with regard to business-use assets,
the Fields group adopts the method of grouping primarily bybusiness category in accordance with management
accounting practice. With regard to idle assets, the method ofindividual grouping is adopted.
Of the Miscellaneous business-related assets, with regard to
the properties in Osaka, the Group has recognized losses,
which consist of ¥35 million on the building and ¥6 million
on the tools, furniture and fixture because there is no prospectof a recovery in operating income from these properties. On
the other hand, with regard to the goodwill, the Group hasrecognized a loss because the initially anticipated income has
become impossible to achieve in the business plan which had
been studied when the relevant shares were acquired. It
consists of ¥717 million in goodwill.
The recoverable value of these properties has been calculatedon the basis of value in use, with such recoverable value
appraised zero, because future cash flows are negative.
With regard to idle assets, the transfer of such assets wasdetermined at the Board of Directors’ meeting held on March
7, 2008. The book value was amortized up to the recoverable
value, and the decreased amount was recorded as an
impairment loss under an extraordinary loss. It consists of¥116 million in buildings and structures.
The recoverable value is based on the scheduled price for thetransfer of aforementioned idle assets.

- 35 -

Amount¥6 million ¥130 million ¥15 million
When grouping its assets, with regard to business-use assets,
the Fields group adopts the method of grouping primarily bybusiness category in accordance with management
accounting practice. With regard to idle assets, the method ofindividual grouping is adopted.
Of the Miscellaneous business-related assets, with regard to
the properties in Osaka, the Group has recognized losses,
which consist of ¥6 million on the buildings and structures aswell as the tools, furniture and fixture because there is noprospect of a recovery in operating income from theseproperties. On the other hand, with regard to the goodwill,
the Group has recognized a loss because the initiallyanticipated income has become impossible to achieve in thebusiness plan which had been studied when the relevant
shares were acquired. It consists of ¥130 million in goodwill.
The recoverable value of these properties has been calculatedon the basis of value in use, with such recoverable value
appraised zero, because future cash flows are negative.
As the sale of aforementioned assets scheduled to be sold has
already been decided, the book value of such assets wasamortized up to the recoverable value, and the decreased
amount was recorded as an impairment loss under an
extraordinary loss. It consists of ¥15 million in land.
The recoverable value is calculated on the basis of the fullsale price. With regard to the aforementioned assets
scheduled to be sold, the recoverable value has been
calculated based on the confirmed price for the sale.

(Consolidated statements of changes in net assets)
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
1. Shares issued
Type

As of March 31, 2007

Common stock(shares)

347,000

Increase

Decrease

As of March 31, 2008――

347,000

2. Treasury shares
No relevant items
3. Stock acquisition rights
Company nameNature ofshares to beissuedDescription

The first stockacquisition rights
The Company
The second stockacquisition rights
Consolidated―
subsidiaries:

Number of shares to be issued
Increase

Decrease

As ofMarch 31,
2008

Common stock

5,640

―

680

4,960

―

Common stock

1,360

―

610

750

―

―

―

―

―

―

43

7,000

―

1,290

5,710

43

Total
(Notes)Balance at
March 31, 2008
(Million yen)

As ofMarch 31,2007

1. The number of shares to be issued is the number of shares to which acquisition rights can be exercised.
2. The reason for the changes in the number of shares to be issued is as follows.
The decrease during the fiscal year ended March 31, 2008 reflects invalidation of some of the rights.
3. Some stock acquisition rights held by the Company’s consolidated subsidiaries have not yet become effective as ofMarch 31, 2008.

4. Dividends(1) Dividends paid
Resolution

Total dividends paid Amount of dividends(Million yen)
per share (Yen)Type

Ordinary general
meeting ofshareholders on June27, 2007
Meeting of the boardof directors on
November 6, 2007

Cut-off date

Effective date

March 31, 2007

June 28, 2007

Common stock

694

2,000

Common stock694

2,000 September 30, 2007

December 7, 2007

(2) Dividends for which the cut-off date came during the fiscal year ended on March 31, 2008, but the effective date will comeduring the fiscal year ended on March 31, 2009 or thereafter

Resolution

Type

Ordinary general
meeting ofshareholders on
June 26, 2008

Common stock

Total dividends
paid(Million yen)

Source forpayment ofdividends

867 Retained earnings- 36 -

Amount ofdividends per
share (Yen)
2,500

Cut-off date

Effective date

March 31, 2008

June 27, 2008

Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)
1. Shares issued
Type

As of March 31, 2008

Common stock(shares)

347,000

Increase

Decrease

As of March 31, 2009――

347,000

2. Treasury shares
Type

As of March 31, 2008

Common stock(shares)―

Increase

Decrease

As of March 31, 2009

10,643―

10,643

Number of shares to be issued

Balance at
As of March March 31, 2009
(Million yen)
31, 2009(The reason for the changes)
Description of the increase is as follows.
Increase by acquisition: 10,643 shares
3. Stock acquisition rights
Company name

Description

The first stockacquisition rights
The Company
The second stockacquisition rights

Nature ofshares to beissuedAs of March
31, 2008

Increase

Decrease

Common stock

4,960

―

4,960

―

―

Common stock

750

―

750

―

―

5,710

―

5,710

―

―

Total
(Notes)1. The number of shares to be issued is the number of shares to which acquisition rights can be exercised.
2. The reason for the changes in the number of shares to be issued is as follows.
The decrease during the fiscal year ended March 31, 2009 reflects invalidation of some of the rights.

4. Dividends(1) Dividends paid
Resolution

Total dividends paid Amount of dividends(Million yen)
per share (Yen)Type

Ordinary general
meeting ofshareholders on June
26, 2008
Meeting of the boardof directors on
November 6, 2008

Cut-off date

Effective dateCommon stock

867

2,500

March 31, 2008

June 27, 2008

Common stock

694

2,000

September 30, 2008

December 5, 2008

(2) Dividends for which the cut-off date came during the fiscal year ended on March 31, 2009, but the effective date will comeduring the fiscal year ending on March 31, 2010 or thereafter
Resolution

Type

Ordinary general
meeting ofshareholders on
June 25, 2009

Common stock

Total dividends
paid(Million yen)

Source forpayment ofdividends

840 Retained earnings- 37 -

Amount ofdividends per
share (Yen)
2,500

Cut-off date

Effective date

March 31, 2009

June 26, 2009

(Consolidated statements of cash flows)
Fiscal year ended March 31, 2009
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)(April 1, 2008–March 31, 2009)*1. Relationship between cash and cash equivalents as of the end *1. Relationship between cash and cash equivalents as of the endof the fiscal year and cash amounts stated on theof the fiscal year and cash amounts stated on the
consolidated balance sheets
consolidated balance sheets(As of March 31, 2009)(As of March 31, 2008)
Cash and deposit accounts¥11,181 million
Cash and deposit accounts¥12,841 million
Deposits supplied as collateral¥(147) million
Cash and cash equivalents¥11,181 million
Cash and cash equivalents¥12,693 million*2. Details of assets and liabilities of companies that have been
*2. Details of assets and liabilities of companies that have been
newly deconsolidated through the sale of shares
newly consolidated through the acquisition of shares
Assets and liabilities of D3 Inc. at the time when it was
Assets and liabilities and the relationship between thedeconsolidated through the sale of shares by the Company,
acquisition cost of shares and net expenses for theas well as the sale price of shares in D3 Inc. and proceeds
acquisition of shares at the beginning of consolidation werefrom the sale were as follows:
as follows:
D3 Inc.
EXPRESS Inc.
Current assets¥326 million
Current assets¥7,892 million
Fixed assets¥353 million
Fixed assets¥848 million
Goodwill¥353 million
Current liabilities
Fixed liabilities¥(151) million¥(530) million

Acquisition cost
Cash and cash equivalents¥351 million¥(304) million

Subtract: Net expenses foracquisition of shares¥47 million

Current liabilities¥(1,954) million

Fixed liabilities¥(5,144) million

Minority interest
Foreign currency translation
adjustment
Loss on sale of shares¥(816) million

Sale price of shares in D3 Inc.
Cash and cash equivalents held by
D3 Inc.

¥744 million

Proceeds from sale of shares:(Subtract)Shin-Nichi Technology Co., Ltd.
Current assets
Fixed assets
Goodwill¥1,293 million¥51 million¥26 million

Current liabilities
Fixed liabilities¥(766) million¥(3) million

Acquisition cost
Cash and cash equivalents¥600 million¥(13) million

Subtract: Net expenses foracquisition of shares
Vicious Cycle Software, Inc.
Current assets
Fixed assets
Goodwill¥586 million¥126 million¥167 million¥367 million

Current liabilities¥(72) million

Acquisition cost
Cash and cash equivalents
Other accounts payable
concerning acquisition of shares¥589 million¥(96) million

Subtract: Net expenses foracquisition of shares¥(223) million¥268 million- 38 -¥263 million¥(344) million¥(1,537) million¥(793) million

(Segment information)
1. Segment information by business category
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)(Million yen)
Pachinko/Pachislot (PS)
Field

Game Field

Other Field(1) Net sales to third parties

82,44914,261

5,107(2) Inter-group net sales ortransfers

313

267

Total

82,763Operating expenses
Operating income (loss)

Elimination orincorporation

Consolidated

101,818―

101,818

812

1,393

(1,393)―

14,528

5,919

103,212(1,393)

101,818

70,016

13,576

6,436

90,029(1,369)88,66012,747952(516)

13,182(24)

13,15855,23914,1485,350

74,737(5,569)69,168Depreciation and amortization

854

93

149

1,097

(9)

1,087

Impairment loss

116

―

760

876

―

876

Capital expenditure

3,479

130

127

3,738

(18)

3,720

Total

I. Net sales and operating income
or loss
Net sales

II. Assets, depreciation andamortization, impairment loss
and capital expenditure
Assets(Notes)1. Based on the proximity of merchandises and services or others provided, the Fields Corporation’s businesses aresegmented into Pachinko/Pachislot (PS) Field, Game Field and Other Field.
2. The major products or services in each segment are as follows:(1) Pachinko/Pachislot (PS) Field: Purchasing, sales, planning and development of pachinko/pachislot machines andrelated services(2) Game Field: Planning, development and sales of packaged software, such as game software(3) Other Field: Sports management and others
3. All operating expenses are allocated to individual segments, and thus none remain unallocated.
4. All assets are allocated to individual segments, and thus there are no assets that are regarded as being corporate assets.
5. As indicated in the “Basis of Presentation of the Consolidated Financial Statements (Change in the method ofdepreciation of tangible fixed assets),” at Field Corporation and its domestic consolidated subsidiaries, pursuant to therevisions to the Corporate Tax Law (the Partial Revision to the Corporate Tax Law, the 6th Law enacted on March 30,
2007, and the Ordinance for Partial Revision to the Cabinet Order Related to the Corporate Tax Law, the 83rd
Ordinance on March 30, 2007), changed the method of depreciation of tangible fixed assets and now uses a method
based on the revised Corporate Tax Law with regard to those assets acquired on and after April 1, 2007. Due to thischange, operating expenses in the Pachinko/Pachislot (PS) Field segment, the Game Field segment and the Other Field
segment increased ¥38 million, ¥1 million and ¥1 million, respectively, and operating income decreased by thecorresponding amounts, compared with the previous accounting method.
6. Although Lucent Pictures Entertainment, Inc. (formerly Digital Lord Corporation) had been included in the
Pachinko/Pachislot (PS) Field segment, since the second half of the fiscal year ended March 31, 2008, the company
has been included in the Other Field segment because its principle business purposes shifted from the planning anddevelopment of graphic content software in the Pachinko/Pachislot (PS) Field segment to the planning and productionof animation since the second half of the fiscal year ended March 31, 2008. The impact of this change on the segment
information is immaterial.

- 39 -

Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)(Million yen)
Pachinko/Pachislot
(PS)
Field

Game
Field

Sports
Field

MoviesField

Web
Service
Field

Other
Field

Total

(1) Net sales to third parties

55,257

12,504

3,551

73

1,608

38

73,035―73,035(2) Inter-group net sales ortransfers

467

88

37

―

0

17

612

(612)

―

Total

55,724

12,593

3,589

73

1,609

56

73,647(612)

73,035

Operating expenses

51,693

13,883

4,126

577

1,153

232

71,667(593)

71,074

Operating income (loss)

4,031(1,289)

(537)

(503)

455

(176)

1,980

(19)

1,960

Assets50,927

―

1,988

107

1,033

353

54,411(2,346)52,064

Depreciation and amortization

1,418

108

161

―

81

4

1,774

(14)

1,760

Impairment loss

15

130

6

―

―

―

152

―

152

Capital expenditure

4,442

62

124

―

128

18

4,776

(9)

4,767

Elimination
orConsolidated
incorporation

I. Net sales and operating income
or loss
Net sales

II. Assets, depreciation andamortization, impairment loss
and capital expenditure(Notes)1. Based on the proximity of merchandises or services, etc. provided, the Company’s businesses are segmented into
Pachinko/Pachislot (PS) Field, Game Field, Sports Field, Movies Field and Other Field.
2. The major products or services in each segment are as follows:(1) Pachinko/Pachislot (PS) Field: Purchasing, sales, planning and development of pachinko/pachislot machines andrelated services(2) Game Field: Planning, development, sales, etc. of packaged software, such as game software(3) Sports Field: Sports management and related activities(4) Movies Field: Movie production, digital content creation and copyright acquisition(5) Web Service Field: Mobile contents etc.
(6) Other Field: Planning, production, etc. of animation
3. Resegmentation of operations
In previous years, the sports management business and the movie business have been included in the Other Field
segment. Because these businesses are now significant in value, the Company resegmented its operations to separate
and disclose these businesses in segments called the Sports Field segment, Movies Field segment and Web Service
Field segment, effective with the year ended March 31, 2009.
This has no impact on segment information.

2. Segment information by region
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
Since Japan accounts for more than 90% of total net sales and of total assets in all segments, the Company does not disclose
segment information by region.

- 40 -

Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)
Japan(Million yen)

North America Other Region

Total

Elimination or
Consolidated
incorporation

I. Net sales and operating income
or loss
Net sales(1) Net sales to third parties

64,938

5,502

2,594

73,035―73,035(2) Inter-group net sales ortransfers

2,081

549

―

2,630

(2,630)―Total

67,019

6,052

2,594

75,665(2,630)73,035

Operating expenses

63,933

7,127

2,551

73,612(2,538)71,074

Operating income (loss)

3,086(1,075)

42

2,053

(92)

1,960

48,705

2,670

1,540

52,916(852)

52,064

II. Assets(Notes)1. Country and regional segments are based on geographic proximity.
2. Main countries or regions included in the Other Region segment: Europe, etc.
3. In previous years, the disclosure of segment information by region has been omitted because Japan accounted for morethan 90% of total net sales in all segments. As Japan now accounts for less than 90% of total net sales, the Company
has segmented the sales by region to separate and disclose the information in the segments called the Japan segment,
the North America segment, and Other Region segment, respectively, effective with the year ended March 31, 2009.

3. Overseas sales
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
Because overseas sales accounted for less than 10% of the consolidated net sales, the disclosure of overseas sales has been
omitted.
Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)
Other region

Total

I. Overseas net sales
7,893
7,893
(Million yen)
II. Consolidated net sales―
73,035(Million yen)
III. Overseas net sales as apercentage of consolidated net
10.8
10.8
sales (%)
(Notes) 1. Country and regional segments are based on geographic proximity.
2. Because the net sales in countries or regions other than Japan are insignificant, the amounts of net sales are statedcollectively in the Other Region segment.
3. Main countries or regions included in the Other Region segment: North America, Europe, etc.
4. Overseas net sales are the net sales of the Company and its consolidated subsidiaries in countries or regions other thanJapan.
5. In previous years, the disclosure of overseas net sales has been omitted because overseas net sales accounted for lessthan 10% of the consolidated net sales. As overseas sales now account for more than 10% of the consolidated net sales,
the Company has segmented overseas sales to separate and disclose the information in the Other Region segment,
effective with the year ended March 31, 2009.

- 41 -

(Leases)
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

1. Finance lease transactions other than those in which theownership of the leased assets is deemed to be transferred to
the lessee(The lessee)

Non-ownership-transferred finance lease transactions whose
effective date precedes the commencement of the initial fiscal
year that the Accounting Standard for Lease Transactions is
adopted(The lessee)(1) Acquisition cost, accumulated depreciation, and net bookvalue of leased assets at the end of the fiscal year
(Million yen)

[1] Acquisition cost, accumulated depreciation, and net bookvalue of leased assets at the end of the fiscal year
(Million yen)
Acquisition Accumulated Net bookcost
depreciation
value

Acquisition Accumulated Net bookdepreciation
cost
value
VehiclesTools, furnitureand fixtures
Software
Total

15

5

10

15

8

6

38
70

23
38

14
31

VehiclesTools, furnitureand fixtures
Software
Total

12

9

3

17

8

8

38
68

31
49

7
19

Acquisition cost has been calculated by theinterest-inclusive method, since the balance of future
minimum lease payments accounts for a minimal portionof tangible and intangible fixed assets at the end of the
fiscal year.

Acquisition cost has been calculated by theinterest-inclusive method, since the balance of future
minimum lease payments accounts for a minimal portionof tangible and intangible fixed assets at the end of the
fiscal year.

(2) Future minimum lease payments
Due within 1 year
¥15 million
Due after 1 year
¥15 million
Total¥31 million
Future minimum lease payments at the end of the fiscal
year have been calculated by the interest-inclusive
method, since the balance of future minimum lease
payments accounts for a minimal portion of tangible andintangible fixed assets at the end of the fiscal year.

[2] Future minimum lease payments
Due within 1 year
¥14 million
Due after 1 year
¥5 million
Total¥19 million
Future minimum lease payments at the end of the fiscal
year have been calculated by the interest-inclusive method,since the balance of future minimum lease payments
accounts for a minimal portion of tangible and intangible
fixed assets at the end of the fiscal year.

(3) Lease payments and depreciation
Lease payments
Depreciation[3] Lease payments and depreciation
Lease payments
Depreciation¥20 million¥20 million(4) Calculation method for depreciation and amortization
Depreciation is calculated by the straight-line method
over the lease term of the leased assets with no residual
value.
2. Operating lease transactions
Due within 1 year
¥3 million
Due after 1 year
¥8 million
Total¥12 million¥16 million¥16 million[4] Calculation method for depreciation and amortization
Depreciation is calculated by the straight-line method overthe lease term of the leased assets with no residual value.
Operating lease transactions
Due within 1 year
¥2 million
Due after 1 year
¥5 million
Total¥8 million
1. Operating lease transactions(The lessee)
Future minimum lease payments pertaining to irrevocable
operating lease transactions
Due within 1 year
¥532 million
Due after 1 year
¥304 million
Total¥837 million- 42 -

(Transaction with related parties)
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
1. Subsidiaries, etc.

Attribute

Name ofcompany,etc.

LocationHakata-ku,
EXPRESS
Subsidiary
Fukuoka-shi,Inc.
FukuokaAffiliate

RodeoCo., Ltd.

Toshima-ku,
Tokyo

Businessor
occupation

Holdingratio ofvotingrights,etc. (%)

Management
300 of sports
gyms

Directholding
80.0

Capital stock orequityinvestment(Million yen)

Development
andmanufacture100
of pachinko/pachislot
machines

Relationship
Officer’s
post
concurre
ntly held

Directholding
35.0

Businessrelationship

Description oftransactions

Transaction
amount(Million yen)

Loaning fund
(Note 2)717

Collection
funds

187

2

Fund aid―

Purchasing ofPurchasingmachinesof(Note 1, 3)
pachinko/pachislot
Discounts on
machinespurchasesof

20,865103

Account
item―(Note 4)

Accounts
payabletrade

Balance at
end of year
(Million
yen)

―

3,000

Transaction conditions and the policies for determining those conditions(Notes) 1. The above transaction amounts are net of consumption tax, but the balance at year-end is inclusive of consumption tax.
2. The conditions for providing loans are determined rationally, taking into account market interest rates.
3. For the purchasing of pachinko/pachislot machines, transaction conditions are determined in the same manner as
general terms and conditions.
4. Because EXPRESS Inc. determined that its acquisition date would be March 31, 2008, only its Balance Sheets are on aconsolidated basis. The transaction amounts in the above table are those until March 31, 2008. The balance at year-end
has no indication because this item is offset and cleared on a consolidated basis.
2. Sister companies, etc.

Attribute

Name ofcompany,etc.

Location

Common stock orequity investment(Million yen)

Business or
occupation

Relationship
Holdingratio of
Officer’s
votingpost
Businessrights, etc.
concurrent relationship(%)

Description oftransactions

Transaction
amount(Million yen)Account
item

Balance at
end of year
(Millionyen)

ly held
Company
in which its
major
corporateshareholder
holds morethan half
the total
BistyvotingCo., Ltd.
rights(including (Note 3)
the casethat suchcompany isasubsidiaryof theshareholder)

Commission
revenue fromagency sale ofpachinko/pachislot machines(Note 1, 2)

Shibuya-ku,
Tokyo

Development
andmanufacture of500
pachinko/pachislot
machines――

Purchasing
and sales ofpachinko/pachislot
machines
Proceeds from
Sale ofsale ofmerchandisi
merchandisingng rights
rights(Note 1, 2)

Accounts
5,393 receivable-tr
ade

521

Advances
received

2,172

470

Transaction conditions and the policies for determining those conditions(Notes) 1. The above transaction amounts are net of consumption tax, but the balance at year-end is inclusive of consumption tax.
2. For commission revenue from the agency sale of pachinko/pachislot machines and proceeds from sale ofmerchandising rights, transaction conditions are determined in the same manner as general terms and conditions.
3. Sankyo Co., Ltd., which is the Company’s major shareholder, directly holds all the voting rights of Bisty Co., Ltd.

- 43 -

Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)(Additional information)
Effective with the year ended March 31, 2009, the Company has adopted the Accounting Standard for Disclosure of Related Parties(the ASBJ Statement No. 11 effective as of October 17, 2006) and the Guidance on Accounting Standard for Disclosure of Related
Parties (ASBJ Guidance No. 13, effective as of October 17, 2006).
1. Transactions with related parties(1) Transactions between the Company and related parties(a) Parent company and major shareholders (limited to companies), etc. of the Company
No relevant items(b) Subsidiaries and affiliates, etc. of the Company

Type

Affiliate

Name ofcompany,
etc. orname ofindividual

Location

Rodeo Co., Toshima-ku,
Ltd.
Tokyo

Business or
occupation

Holdingratio ofvotingrights, etc.
(%)

Relationship withrelated party

Development
andmanufacture100
of pachinko/
pachislot
machines

Directholding
35.0

Purchasing ofpachinko/pachislot
machines

Common stock orequity investment(Million yen)

Description oftransactions
Purchasing ofmachines(Note 1, 2)

Account
item

Balance at
end of year
(Million yen)Accounts
6,742 payable-trade88

Transaction
amount(Million yen)Transaction conditions and the policies for determining those conditions(Notes)1. The above transaction amounts are net of consumption tax, but the balance at year-end is inclusive of consumption tax.
2. For the purchasing of pachinko/pachislot machines, transaction conditions are determined in the same manner as generalterms and conditions.
(c) Companies, etc. which have the same parent company as the Company and subsidiaries, etc. of the Company’s other relatedcompanyType

Name ofcompany,
etc. or nameof individual

Subsidiaryof other
Bisty Co.,
relatedLtd.
company

Location

Shibuya-ku,
Tokyo

Common stock orequity investment(Million yen)

Business or
occupation

Development
andmanufacture500
of pachinko/pachislot
machines

Holdingratio ofvotingrights, etc.
(%)―

Relationship withrelated party

Description oftransactions

Purchasing ofmachines(Note 1, 3)
Commission
revenue fromagency sale ofpachinko
Purchasing and sales /pachislotof pachinko/pachislot machines
machines(Note 1, 2)
Purchasing and sale of Proceeds frommerchandising rights sale ofmerchandisingrights(Note 1, 2)
Purchasing of
merchandisingrights(Note 1, 3)

Account
item

Balance at
end of year
(Million yen)Accounts
20,909 payable-trade187

Advances
received

226

Accounts
1,330 receivable-trade55

Transaction
amount(Million yen)

8,297

54

Transaction conditions and the policies for determining those conditions(Notes) 1. The above transaction amounts are net of consumption tax, but the balance at year-end is inclusive of consumption tax.
2. For the purchasing of pachinko/pachislot machines and purchasing of merchandising right, transaction conditions are
determined in the same manner as general terms and conditions.
3. For commission revenue from the agency sale of pachinko/pachislot machines and proceeds from sale ofmerchandising rights, transaction conditions are determined in the same manner as general terms and conditions.
4. Sankyo Co., Ltd., which is the Company’s major shareholder, directly holds all the voting rights of Bisty Co., Ltd.
(d) Officers and individual major shareholders (limited to individuals), etc. of the Company
No relevant items- 44 -

(2) Transactions between the Company’s consolidated subsidiaries and related parties(a) Parent company and major shareholders (limited to companies), etc. of the Company
No relevant items(b) Subsidiaries and affiliates, etc. of the Company
No relevant items(c) Companies, etc. which have the same parent company as the Company and subsidiaries, etc. of the Company’s other relatedcompany
No relevant items(d) Officers and individual major shareholders (limited to individuals), etc. of the Company
No relevant items
2. Notes on parent company and important affiliates
No relevant items- 45 -(Tax-effect accounting)
Fiscal year ended March 31, 2008
(As of March 31, 2008)

Fiscal year ended March 31, 2009
(As of March 31, 2009)

1. Main components of deferred tax assets are summarized asfollows:(Deferred tax assets)
Unrecognized accrued enterprise¥273 million
taxes
Excess reserve for retirement¥86 million
benefit
Excess allowance for doubtful¥109 million
accounts
Excess reserve for accrued bonuses¥71 million
Operating loss carry forwards for¥1,696 million
subsidiaries
Excess amortization of royalty¥185 million
Unrecognized excess depreciation¥1,331 millionof content
Unrecognized valuation loss on¥183 million
merchandise
Unrecognized impairment loss
¥148 million
Addition of net sales and accounts¥167 million
receivable—trade
Unrecognized valuation loss on¥261 million
merchandising rights
Unrealized holding gain on¥126 million
available-for-sale securities
Others¥512 million
Subtotal deferred tax assets¥5,154 million
Valuation allowance¥(2,092) million
Total deferred tax assets¥3,062 million

1. Main components of deferred tax assets are summarized asfollows:(Deferred tax assets)
Excess reserve for retirement¥88 million
benefit
Excess allowance for doubtful¥118 million
accounts
Excess reserve for accrued bonuses¥85 million
Unrecognized valuation loss on¥638 million
investment securities
Unrecognized valuation loss on¥407 million
merchandising rights advances
Unrealized holding gain on¥654 million
available-for-sale securities
Operating loss carry forwards¥1,443 million
Excess reserve for depreciation¥119 million
Others¥209 million
Subtotal deferred tax assets¥3,765 million
Valuation allowance¥(1,357) million
Total deferred tax assets¥2,408 million

2. Breakdown of main items causing differences between thestatutory tax rate and the effective rate for income taxes after
applying deferred tax accounting
Statutory tax rate
40.7%
(Adjustments)
Per capita levy of local resident
0.4%
income tax
Entertainment expenses not
1.4%
deductible for tax purposes
Non-taxable dividend income(0.2%)
Equity method investment gain/loss
2.2%
Amortization of goodwill
1.3%
Impairment loss on goodwill
2.8%
Others
(0.1%)
Effective income tax rate after
48.5%
application of deferred tax accounting

2. Breakdown of main items causing differences between thestatutory tax rate and the effective rate for income taxes after
applying deferred tax accounting
Since the Company has recognized loss before income taxes
and minority interests, the breakdown of main items causing
differences between the statutory tax rate and the effective
rate for income taxes after applying deferred tax accounting is
not stated.

- 46 -

(Marketable securities)
1. Held-to-maturity bonds with market prices:(Million yen)
Fiscal year ended March 31, 2008
(As of March 31, 2008)

Category

Carrying value on consolidatedbalance sheets

Bonds with a fair value thatexceeds the carrying value on
the consolidated balance
sheetsBonds with a fair value that
does not exceed the carrying
value on the consolidatedbalance sheets
Total

Fair value

Difference

―

―

―

400

305

(94)

400

305

(94)

2. Other securities with market prices:(Million yen)
Fiscal year ended March 31, 2008
(As of March 31, 2008)

Category

Carrying value on consolidatedbalance sheets

Acquisition cost

Difference

Securities whose carrying
value exceeds theiracquisition cost[1] Shares

11

91

79

[2] Bonds―――[3] Other

―

―

―

11

91

79

[1] Shares

6,693

6,269

(423)

[2] Bonds

457

246

(211)

[3] Others

―

―

―

Sub total

7,151

6,515

(635)

Total

7,163

6,607

(555)

Sub total
Securities whose carrying
value does not exceed theiracquisition cost

3. Other securities sold during the fiscal year
(Million yen)
Proceeds from sales

Gains on sales
0

Losses on sales―- 47 -

0

4. Principal holdings of marketable securities not valued at fair value
Fiscal year ended March 31, 2008
(As of March 31, 2008)

Category

Carrying value on consolidated balance sheets (Million yen)
(1) Shares of subsidiaries and affiliates
Shares of subsidiaries

10

Shares of affiliates

4,437(2) Other marketable securities
Unlisted securities (excluding shares traded over the counter)

445

Unlisted corporate bonds

500

Others811

5. Redemption schedule of other securities with maturities and bonds classified as held-to-maturity(Million yen)
Category

1 year or less

1 to 5 years

5 to 10 years

Over 10 years[1] Bonds
Japanese government and local
government bonds, etc.

―

―

―

―

Japanese corporate bonds

―

―

―

―

Others

―

86

―

560

[2] Others

―

―

―

―

―

86

―

560

Total

- 48 -

1. Held-to-maturity bonds with market prices:(Million yen)
Fiscal year ended March 31, 2009
(As of March 31, 2009)
Category

Carrying value on consolidatedbalance sheets

Bonds with a fair value thatexceeds the carrying value on
the consolidated balance sheets
Bonds with a fair value that does
not exceed the carrying value on
the consolidated balance sheets
Total

Fair value

Difference

―

―

―

400

330

(69)

400

330

(69)

2. Other securities with market prices:(Million yen)
Fiscal year ended March 31, 2009
(As of March 31, 2009)

Category

Carrying value on consolidatedbalance sheets

Acquisition cost

Difference

Securities whose carrying value
exceeds their acquisition cost[1] Shares

11

83

71

[2] Bonds

62

70

8

[3] Others

―

―

―

74

153

79

[1] Shares

6,233

4,554

(1,679)[2] Bonds

184

102

(82)

[3] Others

―

―

―

Subtotal

6,417

4,656

(1,761)

Total

6,492

4,810

(1,682)Sub total
Securities whose carrying value
does not exceed their acquisitioncost

3. Other securities sold during the fiscal year
(Million yen)
Proceeds from sales

Gains on sales―

Losses on sales―- 49 -―

4. Principal holdings of securities not valued at fair value
Fiscal year ended March 31, 2009
(As of March 31, 2009)

Category

Carrying value on consolidated balance sheets (Million yen)
(1) Shares of subsidiaries and affiliates
Shares of subsidiaries

10

Shares of affiliates

1,894(2) Other marketable securities
Unlisted securities (excluding shares traded over the counter)

33

Unlisted corporate bonds―

Others841

5. Redemption schedule of other securities with maturities and bonds classified as held-to-maturity(Million yen)
Category

1 year or less

1 to 5 years

5 to 10 years

Over 10 years[1] Bonds
Japanese government and local
government bonds, etc.

―

―

―

―

Japanese corporate bonds

―

―

―

―

Others

―

15

―

557

[2] Others

―

―

―

―

―

15

―

557

Total

- 50 -

(Derivatives)
1. Matters relating to transaction status
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(1) Description of transactions
The Company utilizes financial instruments with embedded
derivative instruments.
Some of the consolidated subsidiaries enter into interest rate
swap contracts.

(1) Description of transactions
The Company utilizes financial instruments with embedded
derivative instruments.

(2) Policy for transactions(2) Policy for transactions
Transactions of financial instruments with embedded
Transactions of financial instruments with embedded
derivative instruments are limited to those which arederivative instruments are limited to those which areconsidered secure with low risk underlying. It is our policy
considered secure with low risk underlying. It is our policythat such derivative transactions are not for speculativethat such derivative transactions are not for speculative
purposes with high risk underlying.
purposes with high risk underlying.
Interest rate swap transactions are aimed at reducing the risks
from interest rate fluctuations, and it is our policy that they are
not for speculative purposes.
(3) Purposes of transactions(3) Purposes of transactions
Financial instruments with embedded derivative instruments
Financial instruments with embedded derivative instruments
are utilized for effective use of surplus fund.
are utilized for effective use of surplus fund.
Interest rate swap transactions are aimed at reducing their
exposure to interest rate fluctuations on borrowings. Hedge
accounting is carried out using derivative transactions.
Method for hedge accounting:Special accounting methods are adopted for interest rate
swaps that satisfy the requirements for hedge accounting.
Method and scope of hedging:
Hedging method: Interest rate swap transactions
Scope of hedging: Interest on borrowings
Method for assessing hedging effectiveness:
As the interest rate swap transactions are deemed to comeunder the requirements for special accounting methods, thoserequirements become the criteria for assessing the hedging aseffective.
(4) Details of risk relating to transactions(4) Details of risk relating to transactions
Transactions of financial instruments with embedded
Transactions of financial instruments with embedded
derivative instruments have risks from fluctuations in stock
derivative instruments have risks from fluctuations in stock
prices and foreign exchange rates. As the counterparties of
prices and foreign exchange rates. As the counterparties ofderivative transactions are limited to financial institutions with
derivative transactions are limited to financial institutions withhigh credit ratings, it is believed that credit risk exposure ishigh credit ratings, it is believed that credit risk exposure issignificantly reduced.
significantly reduced.
Interest rate swap transactions have risks from fluctuations in
the market interest rates. As the counterparties of interest rate
swap transactions are limited to financial institutions withhigh credit ratings, it is believed that credit risk exposure issignificantly reduced.
(5) Risk management system relating to transactions(5) Risk management system relating to transactions
At the Company, derivative transactions are entered into andAt the Company, the Finance and Budget Department
managed by the Finance and Budget Department which
executes and manages derivative transactions after obtaining
obtains relevant endorsement and approval from designatedrelevant endorsement and approval by designated officers in
officers in advance pursuant to the company rules.
advance pursuant to the company rules.
The management division bears the responsibility forconcluding contracts at some of the consolidated subsidiaries.
There are no particular stipulations relating to suchtransactions, but these are controlled in accordance with theoffice regulations concerning authority.
(6) Supplementary explanation on matters relating to market value (6)of transactions
All interest rate swap transactions are subject to hedge
accounting, thus a supplementary explanation has been
omitted.

- 51 -

2. Matters concerning fair value of transactions
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Type

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Million yen)Contract
Valuation
Contract
more than Fair value gain andamount1 yearloss

TypeTransactions
other thanmarkettransactions(Non-listed)
Complexfinancial
457
457
246
(211)
products(Bonds)
Total
457
457
246
(211)
(Notes) 1. Fair values were presented by financial institutions
with which we do transactions.
2. Because fair values for embedded derivatives
cannot rationally be categorized and measured, thecomplex financial instruments themselves areevaluated at fair value, with the valuation difference
recorded as a gain or a loss.
3. Book values of the complex financial instruments atthe beginning of the year are indicated as contract
amounts.

(Million yen)Contract
Valuation
Contract
more than Fair value gain andamount1 yearloss

Transactions
other thanmarkettransactions(Non-listed)
Complexfinancial
246
246
172
(73)
products(Bonds)
Total
246
246
172
(73)
(Notes) 1. Fair values were presented by financial institutions
with which we do transactions.
2. Because fair values for embedded derivatives cannot
rationally be categorized and measured, the complex
financial instruments themselves are evaluated at fairvalue, with the valuation difference recorded as again or a loss.
3. Book values of the complex financial instruments atthe beginning of the year are indicated as contract
amounts.

(Retirement benefits)
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

1. Outline of retirement benefit system adopted
The Company and certain domestic consolidated subsidiaries
have adopted a defined benefit plan consisting of a lump-sum
retirement payment.
Certain overseas consolidated subsidiaries have adopted
defined contribution plans.

1. Outline of retirement benefit system adopted
Same as at left

2. Details of retirement benefit obligations
Projected benefit obligations¥(247) million
Unrecognized net actuarial loss
¥36 million
Retirement benefit provisions¥(211) million(Note) Certain domestic consolidated subsidiaries use thesimplified method for the computation of retirement
benefit obligations.
3. Details of retirement benefit expenses
Retirement benefit expenses
Service cost
¥59 million
Interest cost
¥4 million
Amortization of net actuarial loss
¥6 million¥71 million(Note) 1. The retirement benefits expenses of consolidated
subsidiaries using the simplified method are statedin “Service cost.”
4. Basis for calculation of retirement benefit obligation
Discount rate
2.0%
Periodic allocation method for
Straight-line standard
projected benefits
Years over which actuarial gains
or losses are amortized
Five years from the fiscal year after the year ofoccurrence

2. Details of retirement benefit obligations
Projected benefit obligations¥(301) million
Unrecognized net actuarial loss
¥79 million
Retirement benefit provisions¥(221) million(Note) Certain domestic consolidated subsidiaries use thesimplified method for the computation of retirement
benefit obligations.
3. Details of retirement benefit expenses
Retirement benefit expenses
Service cost
¥61 million
Interest cost
¥4 million
Amortization of net actuarial loss
¥8 million¥74 million(Note) 1. The retirement benefits expenses of consolidated
subsidiaries using the simplified method are statedin “Service cost.”
4. Basis for calculation of retirement benefit obligation
Discount rate
2.0%
Periodic allocation method for
Straight-line standard
projected benefits
Years over which actuarial gains orlosses are amortized
Five years from the fiscal year after the year ofoccurrence- 52 -

(Stock options)Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
1. Outline, scale and variation of stock options(1) Outline of stock options
Company name

The Company
2003
stock options

The Company
2005
stock options

Date of resolution

June 27, 2003

June 29, 2005

Scope and number ofgrantees

Directors and auditors of theCompany: 7
Employees of the Company: 100

Directors of the Company: 1
Employees of the Company: 44

Type and number ofstock options

Common stock: 6,810 shares

Common stock: 1,610 shares

Granting date

April 14, 2004

June 29, 2005

The grantee shall be a director,
employee or auditor of theCompany or its subsidiaries at thetime he/she exercises the option,
provided that the right can be
exercised within one year after thedate of such retirement or leaving
in case there is a reason such as
retirement due to expiration of theterm of office or transfer toanother company ordered by theCompany or its subsidiaries thatcan be identified as reasonable by
the Company.
No provision that specifies theservice period required for
qualification
From July 1, 2005 to June 30,
2008

Same as at left

Right-ascertaining
conditions

Service period requiredfor qualification
Exercise period of theoptions
Company nameSame as at left
From August 1, 2005 to June 30,
2008

D3 Inc.
First 2000
stock options

D3 Inc.
Second 2000
stock options

D3 Inc.
2001
stock options

Date of resolution

September 5, 2000

September 5, 2000

January 30, 2001

Scope and number ofgranteesType and number ofstock options

Directors of the Company: 3
Employees of the Company: 8

Outside cooperators: 12

Employees of the Company: 3

Common stock: 102 shares

Common stock: 76 shares

Common stock: 28 shares

Granting date

September 22, 2000

September 22, 2000

January 31, 2001

Same as at left

To continue to be in service until
the time when he/she exercises theoptionSame as at left

Same as at left

From November 1, 2001 to
September 28, 2007

From April 1, 2003 to September
28, 2007

Right-ascertaining
conditions
Service period requiredfor qualification
Exercise period of theoptions

No provision that specifies theright-ascertaining conditions
No provision that specifies theservice period required for
qualification
From November 1, 2002 to
September 28, 2007

- 53 -

Company name

D3 Inc.
2003
stock options

D3 Inc.
2005
stock options

D3 Inc.
First 2006
stock options

Date of resolution

January 30, 2003

January 28, 2005

January 27, 2006

Scope and number ofgrantees

Directors and auditors of theCompany: 7
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 18
Employees of the Company’s
subsidiaries: 4
Outside cooperators: 16

Directors and auditors of theCompany: 8
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 6
Employees of the Company’s
subsidiaries: 4

Directors of the Company: 6
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 11
Employees of the Company’s
subsidiaries: 9

Type and number ofstock options

Common stock: 594 shares

Common stock: 350 shares

Common stock: 500 shares

Granting date

March 3, 2003

September 14, 2005

March 15, 2006

The grantee shall continue to work
as a director, employee or auditorof the Company or its subsidiaries
until such time as he/she exercises
the option. As for the outside
cooperators, the grantee shall lose
option rights if the corporation
he/she serves at becomes a
subsidiary or an affiliatedcompany of another company thatis competing with the Company
No provision that specifies theservice period required for
qualification
From February 1, 2005 to January
29, 2010

To continue to be in service until
Same as at left
the time when he/she exercises theoptionRight-ascertaining
conditions

Service period requiredfor qualification
Exercise period of theoptions
Company nameDate of resolution

Same as at left

Same as at left

From February 1, 2007 to
January 31, 2012

From February 1, 2008 to January
31, 2013

D3 Inc.
Second 2006
stock options

D3 Inc.
Third 2006
stock options

D3 Inc.
First 2008
stock options

June 22, 2006

June 22, 2006

December18, 2007

Scope and number ofgrantees

Directors of the Company: 5

Directors of the Company’s
subsidiaries: 3
Employees of the Company: 3
Employees of the Company’s
subsidiaries: 17

Type and number ofstock options

Common stock: 110 shares

Common stock: 280 shares

Common stock: 120 shares

Granting date

October 17, 2006

October 17, 2006

January 7, 2008

Same as at left

Same as at left

Same as at left

Same as at left

From June 23, 2008 to May31,
2013

From January 9, 2010 to January
8, 2015

Right-ascertaining
conditions
Service period requiredfor qualification
Exercise period of theoptions

To continue to be in service until
the time when he/she exercises theoptionNo provision that specifies theservice period required for
qualification
From October18, 2008 to
October17, 2013

- 54 -

Directors of the Company: 5Company nameDate of resolution

D3 Inc.
Second 2008
stock options

D3Publisher of America, Inc2005
stock options

December 18, 2007

October 31, 2005

Scope and number ofgrantees

Directors of the Company’s
subsidiaries: 3
Employees of the Company: 5
Employees of the Company’s
subsidiaries: 12

Directors of the Company: 3
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 2
Employees of the Company’s
subsidiaries: 9

Type and number ofstock options

Common stock: 225 shares

Common stock: 1,527,900 shares

Granting date

January 7, 2008

November 1, 2005

To continue to be in service until
Right-ascertaining
the time when he/she exercises the Same as at leftconditions
optionNo provision that specifies theService period required
service period required forSame as at left
for qualification
qualification
Exercise period of the
From June 22, 2009 to May 31,
From November 1, 2007 tooptions
2014
October 31, 2013
(Notes) 1. The number of stock options is stated in terms of the number of the subjected shares.
2. The Company conducted a two-for-one stock split as of September 3, 2004. The number of shares relating to the 2003
stock option is listed for the number of shares after adjusting the number of shares due to the stock split.
3. D3 Inc. conducted a two-for-one stock split as of October 18, 2002. The number of shares relating to the 2000 stock
options and the 2001 stock option is respectively listed for the number of shares after adjusting the number of shares
due to the stock split.
(2) Scale and variation of stock options
The number of stock options existing for the year ended March 31, 2008, is stated in terms of the number of subjectedshares.
[1] Number of stock options
Company name
The Company
The Company
2003
2005
stock options
stock options
Date of resolution
Before ascertaining
rightsAt beginning ofyear (shares)
Granting(shares)Invalidation(shares)
Rightsascertained(shares)
Rightsunascertained(shares)
After ascertaining
rightsAt beginning ofyear (shares)
Rightsascertained(shares)
Exercise of theoptions (shares)
Invalidation(shares)
Rightsunexercised(shares)

June 27, 2003

June 29, 2005

―

―

―

―

―

―

―

―

―

―

5,640

1,360

―

―

―

―

680

610

4,960

750

- 55 -

Company name

D3 Inc.
First 2000
stock options

D3 Inc.
Second 2000
stock options

D3 Inc.
2001
stock options

D3 Inc.
2003
stock options

D3 Inc.
2005
stock options

Date of resolution

September 5, 2000

September 5, 2000

January 30, 2001

January 30, 2003

January 28, 2005

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

22

68

18

461

335

―

―

―

―

―

13

―

18

―

―

9

68

―

―

44

―

―

―

461

291

Before ascertaining
rightsAt beginning ofyear (shares)
Granting(shares)Invalidation(shares)
Rightsascertained(shares)
Rightsunascertained(shares)
After ascertaining
rightsAt beginning ofyear (shares)
Rightsascertained(shares)
Exercise of theoptions (shares)
Invalidation(shares)
Rightsunexercised(shares)- 56 -

Company name

D3 Inc.
First 2006
stock options

D3 Inc.
Second 2006
stock options

D3 Inc.
Third 2006
stock options

D3 Inc.
First 2008
stock options

D3 Inc.
Second 2008
stock options

Date of resolution

January 27, 2006

June 22, 2006

June 22, 2006

December 18, 2007

December 18, 2007

Before ascertaining
rightsAt beginning ofyear (shares)
Granting(shares)Invalidation(shares)
Rightsascertained(shares)
Rightsunascertained(shares)
After ascertaining
rightsAt beginning ofyear (shares)
Rightsascertained(shares)
Exercise of theoptions (shares)
Invalidation(shares)
Rightsunexercised(shares)Company name

468

110

280

―

―

―

―

―

120

225

70

―

49

―

―

398

―

―

―

―

―

110

231

120

225

―

―

―

―

―

398

―

―

―

―

―

―

―

―

―

―

―

―

―

―

398

―

―

―

―

D3Publisher ofAmerica, Inc.
2005 stock options

Date of resolution
Before ascertaining
rightsAt beginning ofyear (shares)
Granting(shares)Invalidation(shares)
Rightsascertained(shares)
Rightsunascertained(shares)
After ascertaining
rightsAt beginning ofyear (shares)
Rightsascertained(shares)
Exercise of theoptions (shares)
Invalidation(shares)
Rightsunexercised(shares)

October 31, 2005

1,521,900―
309,900
1,212,000――
1,212,000――
1,212,000- 57 -

[2] Information on the unit priceCompany name
The Company
2003
stock options
Date of resolution
Option exercise
price (Yen)
Average stock priceat the time of theexercise of theoptions (Yen)Fair unit priceevaluated on the
granting date (Yen)

June 27, 2003

The Company
2005
stock options
June 29, 2005

760,000

760,000

―

―

―

―

Company name

D3 Inc.
First 2000
stock options

D3 Inc.
Second 2000
stock options

D3 Inc.
2001
stock options

D3 Inc.
2003
stock options

D3 Inc.
2005
stock options

Date of resolution

September 5, 2000

September 5, 2000

January 30, 2001

January 30, 2003

January 28, 2005

250,000

250,000

250,000

168,210335,000

306,000―

291,000

―

―

―

―

―

―

―

Option exercise
price (Yen)
Average stock priceat the time of theexercise of theoptions (Yen)Fair unit priceevaluated on the
granting date (Yen)Company name

D3 Inc.
First 2006
stock options

D3 Inc.
Second 2006
stock options

D3 Inc.
Third 2006
stock options

D3 Inc.
First 2008
stock options

D3 Inc.
Second 2008
stock option

Date of resolution

January 27, 2006

June 22, 2006

June 22, 2006

December 18, 2007

December 18, 2007

Option exercise
price (Yen)
Average stock priceat the time of theexercise of theoptions (Yen)Fair unit priceevaluated on the
granting date (Yen)Company nameDate of resolution
Option exercise
price (U.S.$)
Average stock priceat the time of theexercise of theoptions (U.S.$)
Fair unit priceevaluated on the
granting date (U.S.$)

379,005

320,650

320,650

268,635

268,635

―

―

―

―

―

―

123,564

119,064

111,073

97,704

D3Publisher ofAmerica, Inc.
2005
stock options
October 31, 2005
0.10
―

0.06

- 58 -

2. Method to estimate the fair unit price evaluated for stock options
The estimation method of the fair unit price of the stock options granted during the fiscal year ended March 31, 2008 is asfollows.
(1) First 2008 stock options[1] Evaluation method used: the Black-Scholes model[2] Major basic values and method of estimate
Stock price volatility (Note 1)

56.56%

Estimated remaining period (Note 2)

4.51 years

Dividends estimated (Note 3)¥600/share

No-risk interest rate (Note 4)

0.92%(Notes)1. The stock price volatility was computed based on actual stock prices from July 6, 2003, to January 7,
2008.
2. Given the difficulty in making a reasonable estimate without the sufficient accumulation of data, theestimate was made based on the assumption that the stock options are exercised around the halfway
point of the exercise period of the options.
3. The computation is based on actual dividends paid from January 1, 2007, to December 31, 2007.
4. The yield rate of government bonds during the estimated remaining period.

(2) Second 2008 stock options[1] Evaluation method used: the Black-Scholes model[2] Major basic values and method of estimate
Stock price volatility (Note 1)

52.97%

Estimated remaining period (Note 2)

3.93 years

Dividends estimated (Note 3)¥600/share

No-risk interest rate (Note 4)

0.862%(Notes) 1. The stock price volatility was computed based on actual stock prices from February 3, 2004, to January 7,
2008.
2. Given the difficulty in making a reasonable estimate without the sufficient accumulation of data, theestimate was made based on the assumption that the stock options are exercised around the halfway pointof the exercise period of the options.
3. The computation is based on actual dividends paid from January 1, 2007, to December 31, 2007.
4. The yield rate of government bonds during the estimated remaining period.
3. Method to estimate the number of rights for stock options ascertained
Because it is difficult to rationally estimate the number of rights that will become invalid in the future, we adopt a method toreflect only the number of rights actually invalidated.
4. Effects on consolidated financial statements
Stock compensation expense included in selling, general and administrative expenses: ¥30 million
Gain on reversal of stock acquisition rights: ¥2 million- 59 -

Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)
1. Outline, scale and variation of stock options(1) Outline of stock options
Company name
The Company
2003
stock options

The Company
2005
stock options

Date of resolution

June 27, 2003

June 29, 2005

Scope and number ofgrantees

Directors and auditors of theCompany: 7
Employees of the Company: 100

Directors of the Company: 1
Employees of the Company: 44

Type and number ofstock options

Common stock: 6,810 shares

Common stock: 1,610 shares

April 14, 2004

June 29, 2005

Granting date

Right-ascertaining
conditions

Service period requiredfor qualification
Exercise period of theoptions
Company name

The grantee shall continue to work Same as at left
as an director, employee or auditorof the Company or its subsidiaries
until such time as he/she exercises
the option, provided that the rightcan be exercised within one year
after the date of such retirement orleaving in case there is a reason
such as retirement due toexpirationof the term of office or transfer toanother company ordered by theCompany or its subsidiaries thatcanbe identified as reasonable by theCompany.
No provision that specifies theSame as at left
service period required for
qualification
From July 1, 2005 to June 30,
From August 1, 2005 to June 30,
2008
2008
D3 Inc.
2003
stock options

D3 Inc.
2005
stock options

D3 Inc.
First 2006
stock options

Date of resolution

January 30, 2003

January 28, 2005

January 27, 2006

Scope and number ofgrantees

Directors and auditors of theCompany: 7
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 18
Employees of the Company’s
subsidiaries: 4
Outside cooperators: 16

Directors and auditors of theCompany: 8
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 6
Employees of the Company’s
subsidiaries: 4

Directors of the Company: 6
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 11
Employees of the Company’s
subsidiaries: 9

Type and number ofstock options

Common stock: 594 shares

Common stock: 350 shares

Common stock: 500 shares

Granting date

March 3, 2003

September 14, 2005

March 15, 2006

The grantee shall continue to work
as a director, employee or auditorof the Company or its subsidiaries
until such time as he/she exercises
the option. As for the outside
cooperators, the grantee shall lose
option rights if the corporation
he/she serves at becomes a
subsidiary or an affiliatedcompany of another company thatis competing with the Company.
No provision that specifies theservice period required for
qualification
From February 1, 2005 to January
29, 2010

To continue to be in service until Same as at left
the time when he/she exercises theoptionRight-ascertaining
conditions

Service period requiredfor qualification
Exercise period of theoptions

Same as at left

Same as at left

From February 1, 2007
to January 31, 2012

From February 1, 2008
to January 31, 2013

- 60 -

Company nameDate of resolution

D3 Inc.
Second 2006
stock options

D3 Inc.
Third 2006
stock options

D3 Inc.
First 2008
stock options

June 22, 2006

June 22, 2006

December 18, 2007

Scope and number ofgrantees

Directors of the Company: 5

Directors of the Company’s
subsidiaries: 3
Employees of the Company: 3
Employees of the Company’s
subsidiaries: 17

Type and number ofstock options

Common stock: 110 shares

Common stock: 280 shares

Common stock: 120 shares

October 17, 2006

October 17, 2006

January 7, 2008

Same as at left

Same as at left

Same as at left

Same as at left

From June 23, 2008 to May 31,
2013

From January 9, 2010 to January
8, 2015

Granting date
Right-ascertaining
conditions
Service period requiredfor qualification
Exercise period of theoptions
Company nameDate of resolution

To continue to be in service until
the time when he/she exercises theoptionNo provision that specifies theservice period required for
qualification
From October 18, 2008
to October 17, 2013

Directors of the Company: 5

D3 Inc.
Second 2008
stock options

D3 Inc.
Third 2008
stock options

D3 Inc.
Fourth 2008
stock options

December 18, 2007

September 17, 2008

September 17, 2008

Scope and number ofgrantees

Directors of the Company’s
subsidiaries: 3
Employees of the Company: 5
Employees of the Company’s
subsidiaries: 12

Directors of the Company: 5

Directors of the Company’s
subsidiaries: 2
Employees of the Company: 4
Employees of the Company’s
subsidiaries: 13

Type and number ofstock options

Common stock: 225 shares

Common stock: 115 shares

Common stock: 235 shares

Granting date

January 7, 2008

October 2, 2008

October 2, 2008

Same as at left

Same as at left

Same as at left

Same as at left

From October 3, 2010 to October
2, 2015

From October 3, 2010 to October
2, 2015

Right-ascertaining
conditions
Service period requiredfor qualification
Exercise period of theoptions
Company nameDate of resolution

To continue to be in service until
the time when he/she exercises theoption.
No provision that specifies theservice period required for
qualification
From June 22, 2009 to May 31,
2014
D3Publisher of America, Inc2005
stock options
October 31, 2005

Scope and number ofgrantees

Directors of the Company: 3
Directors of the Company’s
subsidiaries: 1
Employees of the Company: 2
Employees of the Company’s
subsidiaries: 9

Type and number ofstock options

Common stock: 1,527,900 shares

Granting dateNovember 1, 2005

Right-ascertaining
Same as at leftconditions
Service period required
Same as at left
for qualification
Exercise period of the
From November 1, 2007 tooptions
October 31, 2013
(Notes) 1. The number of stock options is stated in terms of the number of the subjected shares.
2. The Company conducted a two-for-one stock split as of September 3, 2004. The number of shares relating to the 2003
stock option is listed for the number of shares after adjusting the number of shares due to the stock split.

- 61 -

(2) Scale and variation of stock options
The number of stock options existing for the year ended March 31, 2009, is stated in terms of the number of subjectedshares.
[1] Number of stock options
Company name

The Company
2003
stock options

The Company
2005
stock options

Date of resolution

June 27, 2003

June 29, 2005

Before ascertaining
rightsAt beginning of year
(shares)――

Granting (shares)――

Invalidation (shares)

―

―

―

―

―

―

4,960

750

―

―

―

―

Invalidation (shares)

4,960

750

Rights unexercised(shares)――

Rights ascertained(shares)
Rights unascertained(shares)
After ascertaining
rightsAt beginning of year
(shares)
Rights ascertained(shares)
Exercise of theoptions (shares)

Company name

D3 Inc.
2003
stock options

D3 Inc.
2005
stock options

D3 Inc.
First 2006
stock options

D3 Inc.
Second 2006
stock options

D3 Inc.
Third 2006
stock options

Date of resolution

January 30, 2003

January 28, 2005

January 27, 2006

June 22, 2006

June 22, 2006

Before ascertaining
rightsAt beginning of year
(shares)

―

―

―

110

231

Granting (shares)

―

―

―

―

―

Invalidation (shares)

―

―

―

110

231

―

―

―

―

―

―

―

―

―

―

461

291

398

―

―

―

―

―

―

―

―

―

―

―

―

Invalidation (shares)

461

291

398

―

―

Rights unexercised(shares)

―

―

―

―

―

Rights ascertained(shares)
Rights unascertained(shares)
After ascertaining
rightsAt beginning of year
(shares)
Rights ascertained(shares)
Exercise of theoptions (shares)- 62 -

D3 Inc.

D3 Inc.

D3 Inc.

D3 Inc.

First 2008
stock options

Second 2008
stock options

Third 2008
stock options

Fourth 2008
stock options

D3Publisher ofAmerica, Inc.
2005
stock options

December 18, 2007

December 18, 2007

September 17, 2008

September 17, 2008

October 31, 2005

120

225

―

―

―

Granting (shares)

―

―

115

235

―

Invalidation (shares)

120

225

115

235

―

―

―

―

―

―

―

―

―

―

―

―

―

―

―

1,212,000

―

―

―

―

―

―

―

―

―

―

Invalidation (shares)

―

―

―

―

1,212,000

Rights unexercised(shares)

―

―

―

―

―

Company nameDate of resolution
Before ascertaining
rightsAt beginning of year
(shares)

Rights ascertained(shares)
Rights unascertained(shares)
After ascertaining
rightsAt beginning of year
(shares)
Rights ascertained(shares)
Exercise of theoptions (shares)[2] Information on the unit priceCompany name

The Company
2003
stock options

The Company
2005
stock options

Date of resolution

June 27, 2003

June 29, 2005

Option exercise
price (Yen)
Average stock priceat the time of theexercise of theoptions (Yen)Fair unit priceevaluated on the
granting date (Yen)

760,000

760,000

―

―

―

―

- 63 -

Company name

D3 Inc.
2003
stock options

D3 Inc.
2005
stock options

D3 Inc.
First 2006
stock options

D3 Inc.
Second 2006
stock options

D3 Inc.
Third 2006
stock options

Date of resolution

January 30, 2003

January 28, 2005

January 27, 2006

June 22, 2006

June 22, 2006

Option exercise
price (Yen)
Average stock priceat the time of theexercise of theoptions (Yen)Fair unit priceevaluated on the
granting date (Yen)

168,210335,000

379,005

320,650

320,650

―

―

―

―

―

―

―

―

123,564

119,064

Company name

D3 Inc.
First 2008
stock options

D3 Inc.
Second 2008
stock options

D3 Inc.
Third 2008
stock options

D3 Inc.
Fourth 2008
stock options

Date of resolution

December 18, 2007

December 18, 2007

September 17, 2008

September 17, 2008

268,635

268,635

113,197

113,197

―

―

―

―

111,073

97,70430,16030,160

Option exercise
price (Yen)
Average stock priceat the time of theexercise of theoptions (Yen)Fair unit priceevaluated on the
granting date (Yen)Company nameDate of resolution
Option exercise
price (U.S.$)
Average stock priceat the time of theexercise of theoptions (U.S.$)
Fair unit priceevaluated on the
granting date (U.S.$)

D3Publisher ofAmerica, Inc.
2005
stock options
October 31, 2005
0.10
―

0.06

- 64 -

2. Method to estimate the fair unit price evaluated for stock options
The estimation method of the fair unit price of the stock options granted during the fiscal year ended March 31, 2009 is asfollows.
Third and fourth 2008 stock options[1] Evaluation method used: the Black-Scholes model[2] Major basic values and method of estimate
Stock price volatility (Note 1)

54.38%

Estimated remaining period (Note 2)

4.5 years

Dividends estimated (Note 3)¥2,800/share

No-risk interest rate (Note 4)

1.04%(Notes) 1. The stock price volatility was computed based on actual stock prices from April 2, 2004, to October 2,
2008.
2. Given the difficulty in making a reasonable estimate without the sufficient accumulation of data, theestimate was made based on the assumption that the stock options are exercised around the halfway point of
the exercise period of the options.
3. The computation is based on actual dividends paid most recently.
4. The yield rate of government bonds during the estimated remaining period.
3. Method to estimate the number of rights for stock options ascertained
Because it is difficult to rationally estimate the number of rights that will become invalid in the future, we adopt a method toreflect only the number of rights actually invalidated.
4. Effects on consolidated financial statements
Stock compensation expense included in selling, general and administrative expenses: ¥28 million
Gain on reversal of stock acquisition rights: ¥71 million- 65 -

(Business combinations)Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
No relevant items
Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)(Transactions under common control, etc.)
1. Name and content of business of combined company, legal form of the business combination, name of the company after
combination, and summary of transactions including objective of transactions(1) Name and content of business of combined company
NameContent of business

Fields Pictures Corporation

Copyright acquisition, digital content creation, etc.

White Trash Charms Japan Co., Ltd.

Sales of accessories(2) Legal form of the business combination
Fields Pictures Corporation and White Trash Charms Japan Co., Ltd. have been dissolved as part of their merger andabsorption into Fields Corporation, the sole surviving entity.
(3) Name of the company after combination
Fields Corporation(4) Summary of transactions including objective of transactions[1] Objective of the merger
As part of the Company’s group business strategy, the merger for Fields Pictures Corporation was implemented inorder to increase the speed in the decision making process in the investment of film projects and also to minimize
risk. With regard to White Trash Charms Japan Co., Ltd., with the recent scale down of operations, the merger was
implemented to have it operating as a division of the main body of the company and thus streamline operations.
[2] Date of the merger
January 1, 2009[3] Merger ratio and merger-related expenses
As this was a merger between the Company and its full subsidiaries, there have been no new shares issued, increasein capital, or payment of merger-related expenses in association with this merger.
2. Summary of accounting treatment
This merger has been treated as a transaction under common control pursuant to the Accounting Standard for Business
Combinations (the Business Accounting Council effective as of October 31, 2003) and the Guidance on AccountingStandard for Business Combinations and Accounting Standard for Business Divestitures (ASBJ Guidance No. 10 effective
as of December 27, 2005).

- 66 -

(Per-share data)
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

Net assets per share¥128,201.49
Net income per share¥15,263.76
Since no dilutive latent shares exist, diluted net income per shareis not stated.

Net assets per share¥117,326.58
Net loss per share¥4,271.78
Since no dilutive latent shares exist, diluted net income per shareis not stated.

(Note) The calculation basis for net income per share is as follows.
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

5,296(1,481)

Net income (Million yen)Amount not allocable to common shares
Net income allocable to common shares (Million yen)
Average number of shares of common stock outstanding(shares)
Outline of latent shares not reflected in the calculation ofdiluted net income per share since they have no dilutive
effect

―

―

5,296

(1,481)

347,000

346,796

Two types of stock acquisitionrights:(Number of the first stockacquisition rights: 496
Number of the second stockacquisition rights: 750)

Two types of stock acquisitionrights:(Number of the first stockacquisition rights: ―Number of the second stockacquisition rights: ―)The exercise period of theaforementioned stock acquisitionrights has expired as of June 30,
2008.

(Significant subsequent events)
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Borrowings of capital)
Based on a resolution at the Meeting of Board of Directors heldon May 23, 2008, the Company entered into a bank overdraft
agreement as of May 29, 2008 and exercised the overdraft ofcapital as follows:[1] Borrowed from Sumitomo Mitsui Banking Corporation[2] Amount of
Overdraft: ¥2,000 million
borrowings(Overdraft limit: ¥10,000 million)[3] Interest rate
Applicable interest rate for the first term:
0.94% per annum[4] Repayment
Fully payable on due dateterms
[5] Borrowing date May 30, 2008
[6] Repayment due
June 30, 2008
date
[7] Purpose of fundWorking capital
usage(Issuance of unsecured floating rate bonds)
At the meeting of the board of the directors held on June 13,
2008, the Company resolved to issue unsecured bonds as
outlined below.
[1] Name of issue Fields Corporation
First Series Unsecured Floating Rate
Bonds
[2] Issue pricePriced at par (¥100 per ¥100 of the valueof each bond)[3] Total amount of¥3,000 million
issue[4] Coupon rate
Six-month Japanese Yen TIBOR plus
0.25% per annum[5] Redemption
Scheduled redemption every six months
methodby ¥300 million- 67 -

[6] Maturity dateJune 27, 2013[7] Payment due
June 27, 2008
date andissuance date
[8] Purpose of fund
Purchase of fixed assets
usage- 68 -

5. Non-consolidated financial statements(1) Non-consolidated balance sheets(Unit: Million yen)
Fiscal year ended
March 31, 2008
(March 31, 2008)

Fiscal year ended
March 31, 2009
(March 31, 2009)

8,568

9,450

AssetsCurrent assets
Cash and cash equivalents
Notes receivable—trade

1,881
*1

Accounts receivable—trade

5,366

Merchandise and products

2,188
*1

681

65

Raw materials and supplies

124

6

Advances

251*1

Merchandising rights advances

474

4,475
*1

Prepaid expenses

4
*1

652

Deferred tax assets

3,647
*1

420

1,077
*1

Short-term loans*1

Other accounts receivable*1

Advance payments

850

3,409

Notes held

47
109

—
*1

3,153
*1

229

Non-operating notes receivable

102

520
*1

Other current assets
Allowance for doubtful accounts
Total current assets

139

53
333

*1

327

(63)

(42)

26,737

21,769

3,180

4,008

Fixed assets
Tangible fixed assets
Buildings
Accumulated depreciation

(649)

(752)

Net amount of buildings

2,530

3,256

61

50

Accumulated depreciation

(35)

(28)

Net amount of structures

25

22

Structures

Vehicles26

23

Accumulated depreciation

(14)

(15)

Net amount of vehicles

11

7

Tools, furniture and fixtures

1,782

1,968

Accumulated depreciation(894)(1,348)

Net amount of tools, furniture and fixtures

888

619

Land

3,699

6,512

Construction in progress

188

39

Total tangible fixed assets

7,344

10,458Goodwill—

22

Software

2,244

2,211

345

43

Intangible fixed assets

Software under development
Telephone subscription rights

18

18

Other intangible fixed assets

44

6

Total intangible fixed assets

2,652

2,302

- 69 -

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(March 31, 2008)

Fiscal year ended
March 31, 2009
(March 31, 2009)

8,350

5,866

6,903

3,284

77

50

Investments and other assets
Investment securities
Investments in subsidiaries and affiliates
Equity investment
Equity investments in subsidiaries and affiliates

313—

Long-term loans
Long-term loans receivable from shareholders,
directors or employees
Long-term loans receivable from subsidiaries andaffiliates
Claims in bankruptcy

102

101

0

0

2,492

2,453

338

Long-term prepaid expenses

53

Deferred tax assets
Lon-term other accounts
subsidiaries and affiliates
Deposits and guarantees

2,265
receivable

from

247
*1

—
*1

2,416

Other assets
Allowance for doubtful accounts
Total investments and other assets
Total fixed assets
Total Assets

249
3,874
830

*1

2,313

77

301

(1,503)(2,317)

21,88817,25631,88530,01758,622

51,787

4,765

1,023

—

600

1,394

1,006

21

33

2,929

—

Liabilities
Current liabilities*1

Accounts payable—trade
Corporate bonds redeemable within 1 year
Other accounts payable
Accrued expenses
Accrued income taxes
Accrued consumption taxes

199—

Advances received

480

331

Deposits received

660

1,581

Unearned revenue—

11

Accrued bonuses

145

183

Accrued bonuses to directors and auditors

128

245

830

—

*2

Reserve for losses on liability guarantee
Allowance for losses on relocation of offices

32

4

26

27

11,614

5,046

—

2,100

*1

Other current liabilities
Total current liabilities
Fixed liabilities
Corporate bonds
Retirement benefit provisions
Long-term guarantee deposits received

180

217

2,459

2,569

Other fixed liabilities—

0

Total fixed liabilities

2,640

4,887

14,255

9,934

Total liabilities- 70 -

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(March 31, 2008)

Fiscal year ended
March 31, 2009
(March 31, 2009)

7,948

7,948

Net assets
Shareholders’ equity
Common stock
Capital surplus
Additional paid-in capital

7,994

7,994

Total capital surplus

7,994

7,994

9

9

General reserve

20,00020,000Retained earnings carried forward

8,600

8,184

28,60928,194—(1,330)44,55242,806

Retained earnings
Legal reserve
Other retained earnings

Total retained earnings
Treasury stock
Total shareholders’ equity
Valuation and translation differences
Unrealized holding gain on available-for-sale securities

(184)

(953)

Total valuation and translation differences

(184)

(953)

44,36741,85358,622

51,787

Total net assets
Total Liabilities and net assets- 71 -

(2) Non-consolidated statements of income(Unit: Million yen)

Net sales

Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)
82,758*1

Cost of sales
Gross profit

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)
53,14354,27033,71328,48819,430

2,592

2,957

353

488

Selling, general and administrative expenses
Advertising expenditures
Remuneration of directors and auditors
Salaries

4,149

3,833

Bonuses

37

47

Provision for accrued bonuses

145

183

Provision for accrued bonuses to directors and auditors

128

245

Legal welfare expenses

520

506

Other welfare expenses

203

42

Outsourcing expenses

1,716

1,297

Travel and transport expenses

429

378

Depreciation and amortization

865

1,399

Rents

1,218

1,325

Recruitment and training expenses

247

61

Provision to allowance for doubtful accounts

115

27

Retirement benefit expenses

52

62

Others

3,078

2,754

Total selling, general and administrative expenses

15,854

15,611

12,634

3,818

Operating income
Non-operating income*1Interest income
Interest on securities

47

85

27
*1

Dividend income*1

Discounts on purchases
Lease income*1

OthersTotal non-operating income

53
103

8
*1

2,332
54

3

89

90

204

326

2,775

243

92

Non-operating expenses
Amortization of equity investment
Depreciation and amortization
Loss on management of investment securities

3

2

217

127

Loss on funds invested—

367

Others33

162

Total non-operating expenses

497

752

12,463

5,842

Gain on investment in anonymous association

90

83

Gain on sale of share in affiliates—

2

Ordinary income
Extraordinary income

Gain on liquidation of investment securities—

17

Reversal of allowance for doubtful accounts—

21

Total extraordinary income

90

124

- 72 -

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

Extraordinary losses
Loss on sale of fixed assets—

Loss on disposal of fixed assets*3

Impairment loss

*4

*2

0

263

*3

62

116

*4

15

Valuation loss on investment securities

112

1,605

Loss on sale of shares in affiliates

—

1,926

Valuation loss on shares in affiliates

2,997

390

Bad debt loss—

932

Provision to allowance for doubtful accounts

890

363

Provision to reserve for losses on liability guarantee

830—

Provision to allowance for loss on relocation of offices

32

4Loss on liquidation of investment securities—

339

Others30Total extraordinary losses

5,247

5,639

Income before income taxes

7,306

326

Current income taxes

4,966

35

Deferred income taxes(1,813)(854)

Total income taxes

3,152

(819)

Net income

4,153

1,145

- 73 -

(3) Non-consolidated statement of change in net assets(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)

7,948

7,948

—

—

7,948

7,948

7,994

7,994

—

—

7,994

7,994

7,994

7,994

—

—

7,994

7,994

9

9

—

—

9

9

20,00020,000——20,00020,000

5,834

8,600

(1,388)(1,561)

Net income

4,153

1,145

Total amount of changes during the year

2,765

(415)

8,600

8,184

25,84328,609Dividends from surplus(1,388)(1,561)

Net income

4,153

1,145

Total amount of changes during the year

2,765

(415)

28,60928,194

Shareholders’ equity
Common stock
Balance at end of previous year
Amount of changes during the year
Total amount of changes during the year
Balance at end of year
Capital surplus
Additional paid-in capital
Balance at end of previous year
Amount of changes during the year
Total amount of changes during the year
Balance at end of year
Total capital surplus
Balance at end of previous year
Amount of changes during the year
Total amount of changes during the year
Balance at end of year
Retained earnings
Legal reserve
Balance at end of previous year
Amount of changes during the year
Total amount of changes during the year
Balance at end of year
Other retained earnings
General reserve
Balance at end of previous year
Amount of changes during the year
Total amount of changes during the year
Balance at end of year
Retained earnings carried forward
Balance at end of previous year
Amount of changes during the year
Dividends from surplus

Balance at end of year
Total retained earnings
Balance at end of previous year
Amount of changes during the year

Balance at end of year

- 74 -

(Unit: Million yen)
Fiscal year ended
March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended
March 31, 2009
(April 1, 2008–March 31, 2009)——

Purchase of treasury stock—(1,330)Total amount of changes during the year—

(1,330)—(1,330)41,78644,552

Dividends from surplus(1,388)(1,561)

Net income

4,153

1,145

Treasury stock
Balance at end of previous year
Amount of changes during the year

Balance at end of year
Total shareholders’ equity
Balance at end of previous year
Amount of changes during the year

Purchase of treasury stock(1,330)Total amount of changes during the year

2,765

(1,745)44,55242,806

Balance at end of previous year

214

(184)

Amount of changes during the year
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year

(399)

(768)

(399)

(768)

Balance at end of year

(184)

(953)

Balance at end of previous year

214

(184)

Amount of changes during the year
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year

(399)

(768)

(399)

(768)

Balance at end of year

(184)

(953)

42,00144,367

Dividends from surplus(1,388)(1,561)

Net income

4,153

1,145

—

(1,330)

(399)

(768)

2,366

(2,514)44,36741,853

Balance at end of year
Valuation and translation differences
Unrealized holding gain on available-for-sale securities

Total valuation and translation differences

Total net assets
Balance at end of previous year
Amount of changes during the year

Purchase of treasury stock
Net amount of changes in items not included inshareholders’ equity during the year
Total amount of changes during the year
Balance at end of year

- 75 -

(4) Note regarding the operation of the company as a going concern
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
No relevant items
Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)
No relevant items(5) Significant accounting policies

Item
1. Valuation standards and methods
for marketable securities

2. Valuation standards and methods
for derivatives
3. Valuation standards and methods
for inventories

4. Depreciation methods for fixed
assetsFiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(1) Held-to-maturity bonds:(1) Held-to-maturity bonds:
Carried at amortized cost (straight-line
Same as at left
method)(2) Shares of subsidiaries and affiliates(2) Shares of subsidiaries and affiliates
Same as at left
Stated at cost determined by the(3) Other marketable securities
moving-average method.
Securities with market prices:(3) Other marketable securities
Same as at left
Securities with market prices:Stated at market value based on market
price as of the balance sheet date(unrealized gains or losses are charged or
Securities without market prices:credited directly to net assets, with the cost
Same as at leftof securities sold determined by themoving-average method).
Securities without market prices:Stated at cost determined by themoving-average method.
Stated at fair value
Same as at left

(1) Merchandise
Used pachinko/pachislot machines
At cost determined by the specificidentification method
OthersStated at cost determined by themoving-average method.
(2) Supplies
Stated at cost determined by the lastpurchase price method(1) Tangible fixed assets
Declining-balance method
However, the straight-line method isapplied to buildings (excluding building
fixtures) acquired on and after April 1,
1998.
The estimated useful lives of depreciable
assets are as follows.
Buildings: 8–50 years
Structures: 10–50 years
Vehicles: 2–6 years
Tools, furniture and fixtures: 2–20 years- 76 -

Valuation policy for inventories held for
purposes of ordinary sales is based on a costbasis (which reduces the book value of assets
whose profitability is diminished).
(1) Merchandise
Used pachinko/pachislot machines
Specific identification method
OthersMoving-average method(2) Supplies
Stated at cost determined by the lastpurchase price method(1) Tangible fixed assets
Same as at left

Item
4. Depreciation methods for fixed
assetsFiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)(2) Intangible fixed assets
Straight-line method
The straight-line method is applied tosoftware for company use, based on its
useful life within the Company (fiveyears).

(3) Long-term prepaid expenses
Straight-line method
5. Treatment of deferred charges
6. Accounting standards forreserves

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(2) Intangible fixed assets
Straight-line method
The straight-line method is applied tosoftware for company use, based on its
useful life within the Company (fiveyears).
With regard to goodwill carryforwards as aresult of merger with consolidated
subsidiaries, unamortized balance isamortized equally over the remaining
unamortized period, based on theamortization period on the consolidated
financial statements (five years).
(3) Long-term prepaid expenses
Same as at left
Corporate bond issuance expense
The expense is charged in full at the time it
is incurred.
(1) Allowance for doubtful accounts
Same as at left

(1) Allowance for doubtful accounts
To provide against losses from doubtful
accounts, allowances for ordinary
receivables are provided using a rate
determined by past collection experience,
and allowances for specific debts
considered doubtful are accounted for by
calculating the estimated amounts deemed
uncollectible after individually reviewing
the collectibility of the debts.
(2) Accrued bonuses(2) Accrued bonuses
To provide for employee bonuses, theSame as at left
Company recognizes the amounts out ofthe projected bonus payments to beallocated to the fiscal year.
(3) Accrued bonuses to directors and auditors (3) Accrued bonuses to directors and auditors
To provide for bonuses to directors andSame as at left
auditors, the Company recognizes theamounts corresponding to the year ended
March 31, 2008 based on the projectedbonus payments.
(4) Reserve for losses on guarantee liability(4)
To prepare for losses on guarantees foraffiliates, the Company provides a reserve
for losses on guarantee liability taking into
account the financial situation of theaffiliates that it guarantees.
(5) Allowance for losses on relocation of(5) Allowance for losses on relocation of
offices
offices
The Company provides estimated costs
Same as at leftthat might result from office relocations
including a loss on disposal of fixed assets
and expenses for recovering the present
status, etc.
(6) Retirement benefit provisions(6) Retirement benefit provisions
To provide for employees’ retirement
Same as at left
benefits, the Company recognizes, on thebasis of projected benefit obligations as ofthe end of the fiscal year, benefit
obligations accrued as of the end of the
fiscal year.
Actuarial differences are amortizedproportionately by the straight-line method
over a fixed number of years (five years)
within the average remaining period ofservice of employees as of the time suchdifferences arise. Amortization amounts
are expensed beginning with the fiscal year
following that in which the differences
arise.
- 77 -

Item
7. Accounting standards forrevenues and expenses

8. Treatment of important leasetransactions

Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

For agency sales, when the pachinko/pachislot Same as at left
machines are delivered to users, and thepayments for the machines are made to themachine makers, these are recognized ascommission income and commission cost.
Finance lease transactions, other than those inwhich the ownership of the leased assets isdeemed to be transferred to the lessee, areaccounted for as ordinary operating leasetransactions.

9. Other significant standards for the Accounting for consumption taxes
Accounting for consumption taxes
preparation of financial statements Consumption tax is accounted for by the Same as at left
tax-excluded method.
(6) Changes to the significant accounting policies
Changes in accounting treatment
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Change in the method of depreciation of tangible fixed assets)
Change in the method of depreciation of tangible fixed assets
Pursuant to the revisions to the Corporate Tax Law (the Partial
Revision to the Corporate Tax Law, the 6th Law enacted on
March 30, 2007, and the Ordinance for Partial Revision to the
Cabinet Order Related to the Corporate Tax Law, the 83rd
Ordinance on March 30, 2007), the Company changed the methodof depreciation of tangible fixed assets and now uses a method
based on the revised Corporate Tax Law with regard to thoseassets acquired on and after April 1, 2007.
Due to this change, operating income, ordinary income andincome before income taxes each decreased ¥38 million.
(Accounting standards pertaining to valuation of inventories)
Effective with the year ended March 31, 2009, the Company
adopts the Accounting Standard for Valuation of Inventories (theAccounting Standards Board of Japan (hereinafter referred to as“ASBJ”) Statement No. 9 announced on July 5, 2006) andchanges its valuation policy from the cost method to a cost basis(which reduces the book value of assets whose profitability isdiminished).
This change has no effect on income.
(Accounting standards pertaining to lease transactions)
In previous years, finance lease transactions, other than thosewhere the ownership of the leased assets is deemed to betransferred to the lessee, are accounted for as ordinary operatinglease transactions. However, effective with the year ended March
31, 2009, the Company adopts the Accounting Standard for Lease
Transactions (ASBJ Statement No. 13 (effective as of June 17,1993 (the 1st Committee of the Business Accounting Council) andrevised as of March 30, 2007)) and the Implementation Guidance
for Accounting Standard for Lease Transactions (ASBJ GuidanceNo. 16, effective as of January 18, 1994 (the Accounting System
Committee of the Japanese Institute of Certified Public
Accountants (hereinafter referred to as the “JICPA”)) and revised
as of March 30, 2007) and applies the accounting methods thatapplies to ordinary buying and selling transactions.
With regard to finance lease transactions that entered into contractprior to March 31, 2008, the Company applies the accounting
method that it uses to account for ordinary lease transactions.
This has no effect on income.

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Changes in method of presentation
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Balance sheets)
As “Short-term loans,” which had been included in “Other
current assets” until the end of the previous year, accounted formore than 1/100 of total assets, it has been presented
separately. “Short-term loans” as of March 31, 2007, were¥535 million.

(Balance sheets)
As “Short-term loans,” which had been separately presented in
the current assets until the end of the previous year, accounted
for less than 1/100 of total assets, it has been included in“Other current assets.” “Short-term loans” as of March 31,
2009 were ¥295 million.
(Statements of income)As “Loss on management of equity investment” which had
been included in “Others” under non-operating expenses until
the end of the previous year, accounted for more than 1/100 of
total non-operating expenses, it has been presented separately.
“Loss on management of equity investment” as of March 31,
2008, was ¥31 million.

Additional information
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Method of depreciation of tangible fixed assets)
Beginning with the fiscal year ended March 31, 2008, tangible
fixed assets acquired by March 31, 2007, are equally amortizedover five years from a year following the year when
depreciation was completed up to the limit of the depreciation.
The impact that this change has on the consolidated statementof income is immaterial.

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(7) Notes to the non-consolidated financial statements(Non-consolidated balance sheets)
Fiscal year ended March 31, 2008
(As of March 31, 2008)

Fiscal year ended March 31, 2009
(As of March 31, 2009)*1. Assets and liabilities relating to affiliates
Other than items stated separately, the following are includedin the relevant balance sheet items.
Short-term loans¥3,407 million
Other assets¥950 million
Accounts payable—trade¥3,098 million*1. Assets and liabilities relating to affiliates
Other than items stated separately, the following are includedin the relevant balance sheet items.
Other assets¥1,052 million*2. Contingent liabilities
The Company provides payment guarantees for sales ofpachinko/pachislot machines to pachinko halls on anagency basis for pachinko/pachislot machine
manufacturers..
Y.K. Daiko¥54 million
Niimi Co., Ltd.
¥51 million
K.K. The City
¥48 million
K.K. Taisei Kanko¥46 million
Iwamoto Development Co., Ltd.
¥33 million
Y.K. Fuji Leisure Service¥31 million
K’s corporation¥25 million
Meiplanet K.K.
¥23 million
Asahi Shoji K.K.
¥13 million
R&K Co., Ltd.
¥13 million
Others (126)¥264 million

2. Contingent liabilities
The Company provides payment guarantees for sales ofpachinko/pachislot machines to pachinko halls on anagency basis for pachinko/pachislot machine
manufacturers..
K.K. Taisei Kanko¥80 million
Niimi Co., Ltd.
¥54 million
Y.K. Daiko¥49 million
Y.K. Big Shot
¥37 million
Y.K. Takarazuka Pachinko Hall¥36 million
Sankei Shoji Co., Ltd.
¥34 million
Meiplanet K.K.
¥33 million
K.K. Corona¥32 million
K.K. Veam Stadium¥32 million
K’s corporation¥30 million
Others (279)¥839 million
Total¥1,261 million

Total¥605 million

The Company provides a guarantee for liabilities of thefollowing corporation for its borrowings from financial
institutions.
Japan Sports Marketing Inc.
¥830 million
Reserve for losses on¥ (830 million)
guarantee liability
Difference― million
3. Overdraft agreements
To raise working capital efficiently, the Company has
concluded an overdraft agreement with two banks. As of
March 31, 2008, unutilized balances under these agreements
were as follows:
Overdraft limit¥3,000 million
Borrowings outstanding
Difference

3. Overdraft agreements
To raise working capital efficiently, the Company has
concluded an overdraft agreement with four banks. As of
March 31, 2008, unutilized balances under these agreements
were as follows:¥19,000 million
Overdraft limit
Borrowings outstanding― million

Difference¥3,000 million- 80 -― million¥19,000 million

(Non-consolidated statements of income)Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)*1. Items relating to affiliates included in the statements ofincome are as follows.
Purchases¥21,562 million
Interest income¥42 million
Discounts on purchases¥103 million
Other non-operating income¥65 million*1. Items relating to affiliates included in the statements ofincome are as follows.
Dividend income¥2,315 million*2. “Loss on sale of fixed assets” was derived from the sale ofvehicles.
*3. Details of loss on disposal of fixed assets are as follows:
Buildings¥23 million
Vehicles¥0 million
Tools, furniture and fixtures¥4 million
Software¥9 million
Other intangible fixed assets¥25 million
Total¥62 million*3. Details of loss on disposal of fixed assets are as follows:
Buildings¥83 million
Vehicles¥0 million
Tools, furniture and fixtures¥17 million
Software¥162 million
Total¥263 million*4. Impairment loss
*4. Impairment loss
The Company has stated an impairment loss for the assets set
The Company has stated an impairment loss for the assets set
out below.
out below.
Usage
Assets scheduled to be sold
Usage
Idle assets
Type
Buildings and structures
Type
Land
Location
Nagoya-shi, Aichi
Location
Nagoya-shi, Aichi
Amount¥116 million
Amount¥15 million
When grouping its assets, with regard to business-use assets, theCompany adopts the method of grouping primarily by businesscategory in accordance with management accounting practice.
With regard to idle assets, the method of individual grouping is
adopted.
With regard to idle assets, the transfer of such assets wasdetermined at the Board of Directors’ meeting held on March 7,
2008. The book value was amortized up to the recoverable value,
and the decreased amount was recorded as an impairment loss
under an extraordinary loss. It consists of ¥114 million inbuildings and ¥1 million in structures.
The recoverable value is based on the scheduled price for thetransfer of aforementioned idle assets.

When grouping its assets, with regard to business-use assets, theFields Group adopts the method of grouping primarily bybusiness category in accordance with management accounting
practice. With regard to idle assets, the method of individual
grouping is adopted.
As the sale of aforementioned assets scheduled to be sold has
already been decided, the book value of such assets wasamortized up to the recoverable value, and the decreased amount
was recorded as an impairment loss under an extraordinary loss.
It consists of ¥15 million in land.
The recoverable value is calculated on the basis of the full saleprice. With regard to the aforementioned assets scheduled to be
sold, the recoverable value has been calculated based on theconfirmed price for the sale.

(Non-consolidated statement of change in net assets)
Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
1. Matters related to treasury stock
No relevant items
Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)
1. Matters related to treasury stockType
Common stock (shares)

As of March 31, 2008

Increase―

10,643(The reason for the changes)
Details of the increase in treasury stock:
Increase as a result of acquisition of treasury stock: 10,643 shares- 81 -

Decrease

As of March 31, 2009―

10,643

(Leases)
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

Non-ownership-transferred finance lease transactions whose
effective date precedes the commencement of the initial fiscal
year that the Accounting Standard for Lease Transactions is
adopted(The lessee)[1] Acquisition cost, accumulated depreciation, and net book[1] Acquisition cost, accumulated depreciation, and net bookvalue of leased assets at the end of the fiscal year
value of leased assets at the end of the fiscal year
(Unit: Million yen)
(Unit: Million yen)

1. Finance lease transactions other than those in which theownership of the leased assets is deemed to be transferred to
the lessee(The lessee)

Acquisition Accumulated Net bookcost
depreciation
value
VehiclesTools, furnitureand fixtures
Software
Total

15

5

10

10

7

3

38

23

14

65

37

28

Acquisition Accumulated Net bookcost
depreciation
value
VehiclesTools, furnitureand fixtures
Software
Total

12

9

3

12

6

5

38

31

7

64

47

16

Acquisition cost has been calculated by theinterest-inclusive method, since the balance of future
minimum lease payments accounts for a minimal portionof tangible and intangible fixed assets at the end of the
fiscal year.
[2] Future minimum lease payments
Due within 1 year
¥14 million
Due after 1 year
¥13 million
Total¥28 million

Acquisition cost has been calculated by theinterest-inclusive method, since the balance of future
minimum lease payments accounts for a minimal portionof tangible and intangible fixed assets at the end of the
fiscal year.
[2] Future minimum lease payments
Due within 1 year
¥13 million
Due after 1 year
¥3 million
Total¥16 million

Future minimum lease payments at the end of the fiscal
year have been calculated by the interest-inclusive
method, since the balance of future minimum lease
payments accounts for a minimal portion of tangible andintangible fixed assets at the end of the fiscal year.
[3] Lease payments and depreciation
Lease payments¥17 million
Depreciation¥17 million

Future minimum lease payments at the end of the fiscal
year have been calculated by the interest-inclusive
method, since the balance of future minimum lease
payments accounts for a minimal portion of tangible andintangible fixed assets at the end of the fiscal year.
[3] Lease payments and depreciation
Lease payments¥15 million
Depreciation¥15 million[4] Calculation method for depreciation
Depreciation is calculated by the straight-line method overthe lease term of the leased assets with no residual value.

[4] Calculation method for depreciation
Depreciation is calculated by the straight-line method overthe lease term of the leased assets with no residual value.

2. Operating lease transactions
Due within 1 year
Due after 1 year
Total

¥1 million¥0 million¥1 million

Operating lease transactions
Due within 1 year
¥0 million
Due after 1 year
― million
Total¥0 million
1. Operating lease transactions(The lessee)
Future minimum lease payments pertaining to irrevocable
operating lease transactions
Due within 1 year¥283 million
Due after 1 year
¥215 million
Total- 82 -¥498 million

(Marketable securities)
Fiscal year ended March 31, 2008 (As of March 31, 2008)
Shares of subsidiaries and affiliates at fair value are as follows:(Million yen)Type
Shares of subsidiaries

Carrying value on
non-consolidated balance
sheetsMarket value

2,670

Difference
3,024

353

Fiscal year ended March 31, 2009 (As of March 31, 2009)
There are no shares of subsidiaries and affiliates at fair value.
(Tax-Effect Accounting)
Fiscal year ended March 31, 2008
(As of March 31, 2008)
1. Main components of deferred tax assets are summarized asfollows:(Deferred tax assets)
Unrecognized accrued enterprise¥221 million
taxes
Excess reserve for retirement¥73 million
benefit
Excess allowance for doubtful¥573 million
accounts
Excess reserve for accrued bonuses¥59 million
Unrecognized reserve for losses on¥337 million
guarantee liability
Unrecognized valuation loss on¥120 million
investment securities
Unrecognized valuation loss on¥261 million
merchandising rights advances
Unrecognized valuation loss onequity investments in subsidiaries¥1,254 million
and affiliates
Impairment loss
¥68 million
Unrecognized valuation loss on¥119 million
merchandise
Others¥253 million
Total deferred tax assets¥3,342 million

Fiscal year ended March 31, 2009
(As of March 31, 2009)
1. Main components of deferred tax assets are summarized asfollows:(Deferred tax assets)
Excess reserve for retirement¥88 million
benefit
Excess allowance for doubtful¥917 million
accounts
Excess reserve for accrued bonuses¥74 million
Unrecognized valuation loss on¥558 million
investment securities
Unrecognized valuation loss on¥407 million
merchandising rights advances
Unrecognized valuation loss on¥1,404 million
equity investments in subsidiaries
and affiliates
Unrecognized valuation loss on¥149 million
equity investments in subsidiaries
and affiliates
Unrealized valuation gains on¥654 million
investment securities
Operating loss carry forwards¥293 million
Others¥176 million
Total deferred tax assets¥4,725 million

2. Breakdown of main items causing differences between thestatutory tax rate and the effective rate for income taxes after
applying deferred tax accounting
Statutory tax rate
40.7%
(Adjustments)
Per capita levy of local resident income
0.5%
tax
Entertainment expenses not deductible
1.8%
for tax purposes
Non-taxable dividend income(0.2)%
Others0.4%
Effective income tax rate after
43.2%
application of deferred tax accounting

2. Breakdown of main items causing differences between thestatutory tax rate and the effective rate for income taxes after
applying deferred tax accounting
Statutory tax rate
40.7%
(Adjustments)
Per capita levy of local resident income
10.9%
tax
Entertainment expenses not deductible
25.2%
for tax purposes
Application of deferred tax accounting(52.8)%
for operating loss carryforwards as aresult of merger
Non-taxable dividend income(277.8)%Others3.2%
Effective income tax rate after(250.6)%application of deferred tax accounting- 83 -

(Business combinations)Fiscal year ended March 31, 2008 (April 1, 2007–March 31, 2008)
No relevant items
Fiscal year ended March 31, 2009 (April 1, 2008–March 31, 2009)(1) The item of transactions under common control, etc. is not stated since it is the same as what is stated in the Notes to theConsolidated financial statements (Business combinations).
(Per-Share data)
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

Net assets per share¥127,861.20

Net assets per share¥124,430.66

Net income per share¥11,970.60

Net income per share¥3,304.50

Since no dilutive latent shares exist, diluted net income per share Since no dilutive latent shares exist, diluted net income per shareis not stated.
is not stated.
(Notes)

The calculation basis for net income per share is as follows.
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)

4,153

1,145

―

―

4,153

1,145

347,000

346,796

Net income (Million yen)Amount not allocable to common shares
Net income allocable to common shares (Million yen)
Average number of shares of common stock outstanding(shares)
Outline of latent shares not reflected in the calculation ofdiluted net income per share since they have no dilutive
effect

Two types of stock acquisitionrights:(Number of the first stockacquisition rights: 496
Number of the second stockacquisition rights: 750)

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Two types of stock acquisitionrights:(Number of the first stockacquisition rights: ―Number of the second stockacquisition rights: ―)The exercise period of theaforementioned stock acquisitionrights has expired as of June 30,2008.

(Significant subsequent events)
Fiscal year ended March 31, 2008
(April 1, 2007–March 31, 2008)

Fiscal year ended March 31, 2009
(April 1, 2008–March 31, 2009)(Borrowings of capital)
Based on a resolution at the Meeting of Board of Directors
held on May 23, 2008, the Company entered into a bankoverdraft agreement as of May 29, 2008 and exercised theoverdraft of capital as follows:[1] Borrowed
Sumitomo Mitsui Banking
fromCorporation[2] Amount of
Overdraft: ¥2,000 million
borrowings (Overdraft limit: ¥10,000 million)[3] Interest rate Applicable interest rate for the firstterm: 0.94% per annum[4] Repayment
Fully payable on due dateterms
[5] Borrowing
May 30, 2008
date[6] Repayment
June 30, 2008
due date[7] Purpose ofWorking capitalfund usage(Issuance of unsecured floating rate bonds)
At the meeting of the Board of the Directors held on June 13,
2008, the Company resolved to issue unsecured bonds as
outlined below.
[1] Name of
Fields Corporation
issue
First series unsecured floating ratebonds[2] Issue pricePriced at par (¥100 per ¥100 of thevalue of each bond)[3] Total amount¥3,000 million
of issue[4] Coupon rate Six-month Japanese Yen TIBOR
plus 0.25% per annum[5] Redemption Scheduled redemption at every six
methodmonth by ¥300 million[6] Maturity date June 27, 2013[7] Payment due
June 27, 2008
date andissuance date
[8] Purpose of
Purchase of fixed assets
fund usage- 85 -

6. Others(1) Personnel change in officers[1] Change in Representatives of the Company
No relevant items[2] Change in other officers (Effective June 25, 2009)
Nominations of candidates for Directors and Auditors are as follows. Candidates are scheduled to be elected at the 21st
Ordinary General Meeting of Shareholders to be held on June 25, 2009.
1. Candidates for directors (Reappointment)
Position

Name

Chairman and CEO

Hidetoshi Yamamoto(Reappointment)

President and COO
Senior Managing
Director
Senior Managing
Director
Outside Director

Takashi Oya(Reappointment)

Division Manager, Group Strategy Division

Tetsuya Shigematsu(Reappointment)(In charge of the Sales Division and theDevelopment Division)

Kiyoharu Akiyama(Reappointment)

Shigesato Itoi

(Reappointment)

Masakazu Kurihara(Reappointment)

Yoshiteru Yamaguchi(Reappointment)

Hiroyuki Yamanaka(Reappointment)

Director

Director

Division Manager, Planning Division
Division Manager, Intellectual Property
Division
Division Manager, Planning and Administration
Division
Division Manager, Corporate Division

Hideo Ito

(Reappointment)

Director

Division Manager, Sales Division

Akira Fujii(Reappointment)

Director

General Manager, Office of the Chairman

Toru Suenaga(Reappointment)

Director
Director

2. Candidates for auditors (Reappointment)
Name
Shigeru Matsushita*

Tadao Koike(Reappointment)

Yoshika Furuta*

Koichiro Nakamoto*(Notes)Mr. Tadao Koike is a candidate for Outside Company Auditor set forth in item (16) of Article 2 of the Companies
Act.
* Mr. Shigeru Matsushita, Mr. Yoshika Furuta, and Mr. Koichiro Nakamoto are still serving their terms and theirnominations are not the resolution matters for this General Meeting of Shareholders.

.

- 86 -