Annual Report 2012NISSIN FOODS HOLDINGSAnnual Report 2012Investor Information (NISSIN FOODS HOLDINGS CO., LTD.)
As of March 31, 2012 (U.S.$1=¥82.19)

Date of Establishment

We areproud ofour products

Distribution of Ownership among Shareholders

September 1948

Number of Employees
L Financial Institutions
L Other Corporations
L Foreign Corporations
L Individuals and Other
L Treasury Stock

423 (parent company)
7,533 (consolidated basis)

Common Stock
Authorized: 500,000,000 shares
Issued: 117,463,685 shares
Number of Shareholders: 44,188(Excluding owners of odd-lot shares)

24.80%
41.79%
14.89%
12.30%
6.22%

Principal Shareholders

Paid-in Capital¥25,123 million ($306 million)

Stock Listings
Tokyo Stock Exchange andOsaka Securities Exchange(Ticker Code: 2897)

Independent Auditors
Deloitte Touche Tohmatsu LLC

Transfer Agent
Mizuho Trust & Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo, Japan

Name

Number of
Shares Held(Thousands)

Percentage ofTotal Shares
Outstanding

7,904
7,800
7,800
7,201
4,000
3,375
2,775
2,629
2,460
2,361
48,305

6.72%
6.64
6.64
6.13
3.40
2.87
2.36
2.23
2.09
2.00
41.12

Ando Foundation
Mitsubishi Corp.
ITOCHU Corp.
State Street Bank and Trust Company
Ando International Y.K.
Mizuho Corporate Bank, Ltd.
Japan Trustee Services Bank, Ltd. (Account in Trust)
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
ONO PHARMACEUTICAL CO., LTD.
EZAKI GLICO CO., LTD.
Total

Note: In addition to the above, the Company holds 7,291,193 shares of treasury stock.

Per Share Data (NISSIN FOODS HOLDINGS CO., LTD. AND CONSOLIDATED SUBSIDIARIES)
Years ended March 31,

First, We invented them
In 1958, Nissin founder Momofuku Ando invented the world’s
first instant noodles. The product was Chicken Ramen,
inexpensive, tasty noodles that could be prepared simply byadding boiling water. Momofuku Ando, who constantly pursued
flavor and convenience, went on to develop an even moreconvenient product: Cup Noodle, the world’s first cup-typeinstant noodles. Thus began the history of the NISSIN FOODSGroup as the instant noodle pioneer.

Net income per share (EPS)
Equity (book-value) per share (BPS)
Price earnings ratio (PER) (Times)
Price-to-book ratio (PBR) (Times)
Dividend
Payout ratio (%)
Share price: High
Low

2008
¥ 111.17¥ 2,310.36
30.2
1.5¥ 50.00
44.98¥ 4,610¥ 3,2102009¥ 129.98¥ 2,287.21
22.3
1.3¥ 50.00
38.47¥ 4,100¥ 2,2802010¥ 177.02¥ 2,406.26
17.8
1.3¥ 60.00
33.89¥ 3,590¥ 2,6102011¥ 187.56¥ 2,454.67
15.6
1.2¥ 70.00
37.32¥ 3,340¥ 2,7302012¥ 167.97¥ 2,545.31
18.4
1.2¥ 75.00
44.70¥ 3,195¥ 2,812

Notes: 1. From the fiscal year ended March 31, 2008, number of issued shares excludes the numbers of treasury stocks at term-end.
2. Equity per share = (Equity - Minority interests - Stock acquisition rights) / Number of shares outstanding as of the year-end (excluding treasury stock)
3. Price earnings ratio and price-to-book ratio are calculated based on the share price at year-end.

Further Information
For further information, please contact:
ir Office, FInancial Headquarters

Share Price Range and Trading Volume on TSE
5,000

(Yen)

(Thousands of share)

4,000

Regularly updated IR information in English is also

3,000

available on NISSIN FOODS HOLDINGS website at

2,000

http://www.nissinfoods-holdings.co.jp/english/

1,000
0

12,000Share Price (Left)

Tel: 81-3-3205-5027 Fax: 81-3-3205-5019

15,0009,000
Trading Volume (Right)

6,000
3,000

4
5
2011

6

7

8

9

10

11

12

1
2
2012

3

4

5

6

0

NISSIN FOODS HOLDINGS

57

THEN, WE SHARED THEM WITH THE WORLD
Momofuku Ando reasoned, “No matter how different eating habits
may be, people are bound to eat something that is tasty andconvenient.” And so, 40 years ago, in 1972, we produced andlaunched in the U.S. our first product for an overseas market:
Top Ramen, which sold for 25¢ per serving. That was the start ofour overseas business in North America.

NISSIN FOODS HOLDINGS

01

Because
Food is Essential
02

NISSIN FOODS HOLDINGSThe world’s population passed the sevenbillion mark in 2011 and is on a trajectory
to reach ten billion in 2050. Someestimate that this surge in the humanpopulation will lead to a food supply
crunch. Instant noodles are a food thatcan be simply prepared and eaten byanyone, anywhere in the world. They arealso valuable as an emergency food thatis lightweight, inexpensive and capable oflong-term storage at room temperature.
Food is essential for human life, so tocontribute to the food supply is to support
life. That’s why we at NISSIN FOODSGroup are proud of what we do. Fully 98.2
billion servings of instant noodles wereconsumed worldwide in 2011. Instantnoodles are truly a “world food” capableof playing a major role in feeding the
Earth’s burgeoning population.

Instant Noodle demand: top-ten countries 2011
■ Annual Demand for Instant Noodles Total* （Left scale）
2■ Per Capita Consumption* （Right scale）

450

zil
Bra

Phil
ippin
es

ilan
d
Tha

India

ea
Kor

U.S
.A.

nam

an
Jap

nes
ia

Viet

c of
Rep
ubli

500

Indo

100 millionof servings

Chin
a

1

servings

100
90

400

80

350

70

300

60

250

50

200

40

150

30

100

20

50

10

0

0

Notes: 1. Source: World Instant Noodles Association (WINA)
2. Per capita data based on the population estimates by the United Nations

NISSIN FOODS HOLDINGS

03

Because
Our Innovation
has no limits
Our mission is to serve the world through thecreation of new foods. Over the years we havebrought the world unprecedented, innovative
products developed under the twin concepts“Tasty and convenient” and “Making meals fun.”For us, it is a story of innovation that has no
ending. We will continue to create new products
and a new food culture by taking full advantage
of our key strengths: marketing expertise andtechnical development capabilities.

2011
Nissin HYBRID Futomen
Doudou captures thetastiness and other attributes of both fried andnon-fried noodles.

2008 –
Nissin-no-Donbei
straight noodles,
which overturned theprevailing assumption of 37 years that
instant noodles must
be wavy

1958
Chicken Ramen, the first
instant noodle product, anda popular seller for 54 years

1971
Cup Noodle, the world’s
first cup-type instantnoodles, has been called“the ultimate instantfood product” (utilizing
the same container forstorage, preparationand serving).

04

NISSIN FOODS HOLDINGS

2005Space Ram, noodle space rations that meet NASA’s rigorous
quality standards

NISSIN FOODS HOLDINGS

05

06

NISSIN FOODS HOLDINGS

Because
We have Japan’s
No. 1 Brand*1
Cup Noodle, launched in 1971, is Japan’s No. 1 brand*1of cup-type instant noodles. In July 2011, the cumulative
number of servings sold in Japan passed the 20 billionserving milestone. More than 73 products*2 have beenlaunched in Japan under the Cup Noodle brand since its
introduction in September 1971. Today, Cup Noodle is aworldwide hit product in 80 countries and regions aroundthe world, where more than 30 billion servings havebeen sold to date.
Notes: 1.	Nationwide sales share for cup-type instant noodle market, all categories
January 1996–July 2012, INTAGE Inc., MFI Data
2. Regular size (anniversary products, etc., excluded)

30
80
20
BILLIONBILLIONCountries andregions where
Cup Noodle is soldCumulative numberof servings soldworldwide

Servings sold inJapan since launch

NISSIN FOODS HOLDINGS07

To Our Shareholders

Proud of where
we are and excited about
where we are going
NISSIN FOODS Group is committed to a localization
strategy to drive further growth.

The basis of global business development— Expansion of the business in Asia with RHQ-Asia
as the base of operations
The instant noodle industry was born 54 years ago when Nissin hatched a
new invention, Chicken Ramen. In 2011, the industry saw 98.2 billion servings
consumed worldwide and is on course to reach 100 billion within two years. In
contrast, total demand in Japan is no more than 5.5 billion servings. To us, thatfact clearly marks the start of a new era in which NISSIN FOODS Group will
significantly expand its growth by raising its focus from Japan to include thespreading global market.
We are pursuing globe-wide business growth with core brands, including
pillow-type noodle brands Top Ramen (in the U.S., Europe, Indonesia and India),Nissin Lamen (Brazil) and Demae ICcho (Hong Kong), and cup-type noodle
brands Cup Noodles (the U.S., Mexico, Brazil, China, India, Thailand, Indonesia,
the Philippines and Germany), CHOW MEIN (the U.S.) and Nissin Yakisoba U.F.O.
(Hong Kong and China).
Our geographic strategy is to place the greatest emphasis on developing
countries in Asia, where economies are booming and the instant noodle market
is expanding.
Accordingly, on April 1, 2012 we established the Regional Headquarters ofAsia (RHQ-Asia) in Singapore. It will control the business in Singapore, India,
08

NISSIN FOODS HOLDINGS

President

Koki AndoNISSIN FOODS HOLDINGS09

To Our Shareholders

Thailand, Indonesia, the Philippines and Vietnam, as well as other developing
countries in Asia, except China. RHQ-Asia will devise and execute strategies
for Asia with support from the corporate divisions in Japan. As a regional
headquarters in Asia, it will speed up decision-making and make the best use of
local ideas and sensibilities in strategy formulation.
Yen appreciation on top of soaring energy and materials costs has dulled
the competitiveness of the processed food industry in Japan. In addition,
the Japanese market is mature and growing slowly. In such circumstances,management often becomes conservative, and companies tend to makedecisions slowly out of excessive concern for risk. At the same time, in thedeveloping countries of Asia, markets are expanding and people are striving
to fulfill ambitious dreams. The NISSIN FOODS Group must acknowledge thepower of these developing countries and the energy of their people.
Eventually, every corporate function, not only marketing, but also production,materials procurement, personnel, finance and general affairs will be sequentiallytransferred to Singapore. We also plan to establish a research institute andmove some technology development to the region, itself. Our intention is tocompletely shift the business structure to a global management basis.
Driving our competitiveness, first and foremost, is technological strength,
and to create excellent instant food products, we must accumulate newHighlights 2012
Net Sales by Segment (%)

Net Sales■ Nissin Food Products■ Myojo Foods■ Chilled and Frozen Foods■ The Americas■ China■ Others

10

NISSIN FOODS HOLDINGS

52.4
11.0
14.0
6.4
4.9
11.3

¥

381

Operating Income¥

26

Net Income¥

19

BillionBillionBillioninnovations. However, they alone are insufficient. Also important are marketing
power to capture innovation as new products, sales power and the nurturing of
employees who possess the global awareness to succeed on the world stage.
I want our employees to demonstrate the kind of keen sensitivity to what ishappening in the market that led to the U.S. introduction of Top Ramen, ourfirst overseas product, 40 years ago. For example, although the noodles andingredients used in Cup Noodles in Asian countries are nearly the same as
those in Japan, we have adapted the soup to recipes to the preferences of
local people. Our objective is to provide the flavor of home cooking in eachcountry, and that kind of sensibility can only be learned in the markets. I want
our employees to have the keen sensitivity to accurately identify local foodneeds and to speedily link that understanding to product strategies.
We are part of the food supply
for the world’s seven billion people
One thing never changes for us. As a company whose business is food products,
we place the highest importance on product safety. This is because we havecherished the legacy of our founder: the profound awareness that we are involvedin a business essential for human life and the philosophical principle “Food-related
jobs are a sacred profession.” Accordingly, we will further upgrade our quality
control systems and establish our own global quality assurance system.
Abnormal weather, including a widespread drought and localized torrential
rains, has caused prices of corn, soybeans and other staples to rise. Wheat,
the main ingredient of instant noodle products, is likely to be no exception.
Accordingly, the world must secure its food supplies as efficiently as possible.
For instance, each kilogram of beef represents eleven kilograms of wheat or
corn consumed as feed. By contrast, when wheat is processed into instantnoodles, nearly 80% of the volume can be used. That’s why instant noodles can
not only help to support the food supply for the world’s seven billion people, butalso remain a tasty, inexpensive, convenient and safe food product. I hope you
will give our products a try. Nothing would make me happier.
NISSIN FOODS HOLDINGS CO., LTD. will continue to aim for further growth
to reward the expectations and trust of our stakeholders. I ask your continued
steadfast support and encouragement in the years to come.
NISSIN FOODS HOLDINGS

11

Our Future at a glance

Soba, a new yakisoba
product, launchedin Europe in 2011.
Shipments steadily
increase, especiallyin Germany.

Decision to start instantnoodle business in Turkey
by investing in a Turkish
pasta maker subsidiaryof YILDIZ HOLDING A.S.,
Turkey’s leading consumer
food group.
New plants in
Vietnam, Thailand
and India are to
start operation by
March 2013.

Cup Noodles packaging
was changed to ECO
cup containers for
microwave preparationin China and Hong Kongin 2011.

RHQ-Asia establishedin Singapore as aregional organizationin 2012 to support
overseas subsidiaries.

12

China

other Asia

In China (including Hong Kong), Cup
Noodles products such as Hap Mei
Do and Kai Bei Le sold well. As aresult, regional net sales increasedby 1.7% year on year to ¥18,695
million (U.S.$227 million), despite thenegative impact of foreign exchange
rates. Operating income increased
by 5.5% to ¥1,043 million (U.S.$13
million) despite soaring raw materials
prices and higher selling expenses
due to active sales promotion.

Although in the year ended March 31, 2012, Asia (excluding
Japan and China) accounted for 35.9 billion servings, 36.6%
of worldwide demand, the region’s share of overseas sales
was only 9%. For this reason, we have established theRegional Headquarters in Asia (RHQ-Asia) in Singapore
to devise and execute strategies for overseas subsidiaries
in Asia, weighing the opinions of local employees andmonitoring the pulse of local markets. We will focus
management resources on Asia and front-load investment toaccelerate business development and achieve above-market
growth in the region by commencing, in the year ahead,operation at plants in Vietnam, Thailand and India.

NISSIN FOODS HOLDINGS

Big Cup Noodles(U.S.A.) and MAXI
(Mexico), products
made with our new
short noodles, werelaunched in 2011.

Nissin has a
growing rolein the world’s
kitchens

Equity-method
affiliate NissinAjinomoto Alimentos
Ltda. will build a new
instant noodles plantin northeast Brazil
from 2012.

World Instant Noodle Demand 2011*
China

Other Asia

43.2%

36.6%

The Americas

7.4%

Japan

5.6%

Other

7.2%
0

10

20

30

40

50

60

70

80

90

100

Source: WINA

The Americas
In the Americas, Top Ramen, Cup
Noodles, Bowl Noodles and Big
Cup Noodles, a new product, soldwell. Nevertheless, regional net
sales decreased by 7.6% year on
year to ¥24,432 million (U.S.$297
million), due in part to the adverse
effects of foreign exchange
rates. Soaring prices of flour andother raw materials resulted in
an operating loss of ¥341 million(U.S.$4 million).
NISSIN FOODS HOLDINGS

13

Our brands at a glance

Noodles,of course, but now,
not only noodles
Instant Noodles
At a time of instability following
the Great East Japan Earthquakeof March 2011, NISSIN FOOD
PRODUCTS CO., LTD. mounted
an all-out effort to supply its main
product lines, the Cup Noodle series
and Nissin-no-Donbei series, as
emergency food products. In otherdevelopments, the year ended
March 31, 2012 marked the 40th
anniversary of the launch of the Cup
Noodle series, and cumulative sales
since the introduction passed the 20
billion-serving milestone. Although

14

NISSIN FOODS HOLDINGSMYOJO FOODS CO., LTD. enjoyedbrisk sales throughout the year ofits mainstay brand, the MYOJO
CHARUMERA series, net sales
decreased year on year on lower
sales of open-price products. As aresult, NISSIN FOOD PRODUCTS’net sales of instant noodles
increased 1.6% year on year to¥199,284 million (U.S.$2,425 million),while operating income fell 9.9% to¥20,517 million (U.S.$250 million)
as a result of soaring raw materials
prices and an increase in depreciation
and amortization. MYOJO FOODS’net sales in this segment fell 1.3%
to ¥42,005 million (U.S.$511 million),while operating income rose 13.4%
to ¥2,753 million (U.S.$33 million)
due to factors including control ofadvertising expenses.

Chilled andFrozen Foods
NISSIN CHILLED FOODS CO.,LTD. enjoyed favorable sales of the
Gyoretsu-no-Dekiru-Mise-no-Ramen
series, a long-selling brand in its 15th
year. NISSIN FROZEN FOODS CO.,LTD. achieved good sales results for
the Reito Nissin Spa-O Premium seriesof mid-priced products popular amonghousewives as weekday lunch items
and the Reito Nissin Spa-O Chef’s
Premium series of premium-priced
and high-end authentic pasta productsthat consumers can enjoy at home.
As a result, net sales of chilled andfrozen foods rose 4.1% year on year
to ¥53,434 million (U.S.$650 million),while operating income fell 13.8% to¥1,565 million (U.S.$19 million).

Confectionery,
Drinks and others
NISSIN CISCO CO., LTD. prepared
for the 50th anniversary of thelaunch of Ciscorn next year by expanding the cornflakes production
line at its Tokyo Plant (Kumagaya,
Saitama Prefecture) and increased
sales by implementing a brandextension of Sablé cookies. NISSINYORK CO., LTD. acquired Pilkul Life
Plus lactobacillus beverage, a staple
item at convenience stores.

NISSIN FOODS HOLDINGS

15

food safety

Proudefforts thatinspire confidence
To avoid risks related to production, the NISSIN FOODSGroup is stepping up operations management under ISO
9001 (management systems for quality control and quality
assurance) implemented at each plant and moving ahead
with efforts to obtain ISO 22000 (food safety management
systems) certification. On the basis of the ISO 22000
standard, we are engaging in integrated risk managementfrom raw materials procurement to production anddistribution and strengthening safety measures.
16

NISSIN FOODS HOLDINGSQuality control
at every stage
Our production plants achieve
high-volume production ofhigh-quality food products
using production lines
automated at every step, fromflour input to the packaging
of finished products. Here
we introduce the processes
involved in the production of660 delicious portions of Cup
Noodle every minute.

Palletizer
Caser

ShrinkWrapper

Cup Machine

Pa

c es

Filling

P ro

IngredientFillerng P

r o ce ss

660s(Lid Sealing Section)

gi
ck a

delicious
portions of
CUP NOODLE
every
minuteCup Machine(Noodle Filling Section)

Flour Silos

Mixer

Cooling
ConveyerscesNoodle-Making Pro
CompoundRollerFryer

Continuous
RollerNoodle Cutter
Dipping
Tank

SlitterSteamer

NISSIN FOODS HOLDINGS

17

CSR Activities

TEACHING PRIDE OF
ACCOMPLISHMENTTO A NEW GENERATION“Flour smells good, doesn’t it, Mama?” The delighted voice of asmall child fills the “Chicken Ramen Factory” at CUPNOODLESMUSEUM, where visitors can make Chicken Ramen , the world’s
first instant noodles, with their own hands. This is the mostpopular hands-on program at the CUPNOODLES MUSEUM(officially named the Momofuku Ando Instant Ramen Museum),which opened in September 2011 in the Minatomirai district of
Yokohama. The facility is an experiential museum opened asa venue to fulfill the dream of instant noodle inventor and our
founder Momofuku Ando to “Convey to children the importanceof invention and discovery.” The museum, the Company’s
second, following The Instant Ramen Museum in Ikeda City,
Osaka, is a popular destination that has received about 100,000
visitors each month since it opened.
The CUPNOODLES MUSEUM is one of the CSR activities
undertaken by the NISSIN FOODS Group. Since 2008, we
have been implementing the Hyakufukushi Project to fulfill our
corporate social responsibility by completing a total of 100
socially beneficial activities over a period of 50 years. Fivethemes guide the selection of these projects to help realize abetter society: Creation, Food, The Earth, Health and Children—reflecting not only the spirit of our founder, but also matters ofurgent public concern and the nature of our business field.
CupNoodles Museum
http://www.cupnoodles-museum.jp/english/index.html

18

NISSIN FOODS HOLDINGSNISSIN FOODS HOLDINGS

19

corporate Governanceproud of trustfrom stakeholders

Board ofDirectors >>President & Representative Director

Vice President & Representative Director

Senior Managing Director

Koki Ando

Susumu Nakagawa

Noritaka Ando

CEO (Chief Executive Officer)

COO (Chief Operating Officer)

CSO (Chief Strategy Officer)
Chief Representative, RHQ-Asia
Chief Representative, the Americas

Basic policy on corporate
governance
The NISSIN FOODS Group provides safe, worry-freefood products and engages in business to maximize
benefits to all its stakeholders, including shareholders,consumers, employees and local communities.
We regard the enhancement and strengthening ofcorporate governance as one of our most importantmanagement priorities and strive to achieve highly
objective and transparent management. To achieve thisobjective, we appoint multiple directors and corporate
auditors from outside, actively reflect the opinions
of experts in management and pursue management

20

NISSIN FOODS HOLDINGS

vitalization and transparency. In addition, in June 1998
we introduced an executive officer system to promote
rapid decision-making and to separate management
oversight from business execution.

Corporate Governance
Structure
The Board of Directors of NISSIN FOODSHOLDINGS CO., LTD. consists of fifteen members:
eleven directors, including three outside directors,
and four corporate auditors, of which three areoutside corporate auditors. The Board meets
monthly and convenes extraordinary meetings

Managing Director

Managing Director

Director

Director

Akihide Matsuo

Takayuki Naruto

Mitsuru Tanaka

Yukio Yokoyama

CPO (Chief Production Officer)

Chief Representative, Europe
Overseer of Russian Operations

CDO (Chief Development Officer)
Head of Research Institute of Food
Science and Technology

CFO (Chief Financial Officer)

Director

Outside Director

Outside Director

Independent Outside Director

Yoshinori Miura

Ken Kobayashi *1

Masahiro Okafuji *1

Yoko Ishikura *1 *3

CBO (Chief Business Officer)
Senior Managing Director &Representative Director, NISSIN
FOOD PRODUCTS CO., LTD.

 resident & Chief Executive
P
Officer, Mitsubishi Corp.

 resident & Chief Executive Officer,
P
ITOCHU Corp.

 rofessor, Graduate School ofPMedia Design, Keio University

as otherwise necessary. The Board decides onimportant matters concerning business execution,
including basic management policies and strategy,
and supervises the execution of duties by the
directors.
The Management Committee, an advisory bodyto the Board of Directors consisting of the full-time
directors and standing corporate auditors, meets
twice monthly to discuss matters to be decided
by the Board and to discuss and decide mattersdelegated to it by the Board.
The Investment and Loan Strategy Committee,
an advisory body to the Management Committee
consisting of several full-time directors, meets

monthly for preliminary assessments of anddiscussion about important investment projects.
The Personnel Committee, consisting of several
full-time directors, including the representative
directors, meets monthly to discuss importantGroup human resource strategies.
In addition, a structure is in place for the
representative directors to oversee the executionof duties by the directors, executive officers andpresidents of key operating companies under whichthese executives report to and consult with therepresentative directors.

NISSIN FOODS HOLDINGS

21

corporate Governanceauditors and Executive officers
Notes:

Standing Corporate Auditors

Executive Officers

Osamu Tetsubayashi
Kazuo Kanamori *2

Kiyotaka Ando

Satoru Sasaki

Chief Representative, China
President & Managing Director of
Nissin Foods Co., Ltd.
Chairman of Nissin Foods (China)
Holding Co., Ltd.

Chief Representative, Asia
Responsible Person of Singapore
Operations

Corporate Auditor

Toru Horinouchi *2

Hitoshi Suzuki
General Manager, Advertising Control
Division, Management Strategy
Headquarters

Tatsuya Ukon
General Manager, General Affairs
Division, Administrative Headquarters

Independent Corporate Auditor

Hiroshi Takano *2 *3

Hideki Hattori

Kazuhito Kusumoto

CAO (Chief Administrative Officer)
General Manager, Corporate
Communications Division,
Administrative Headquarters

CRO (Chief Resourcing Officer)
General Manager, Resourcing
Control Division, Resourcing
Headquarters

Senior Executive Officer

Toshihiro Yamada
CQO (Chief Quality Officer)
Head of Research Institute ofFood Safety

1. Indicates an outside
director as provided forin Article 2-15 of theCompanies Act.
2. Indicates an outside
corporate auditor as
provided for in Article 2-16of the Companies Act.
3. Designated forindependent director as
specified by the Tokyo
Stock Exchange and otherexchanges in Japan.

Yasuhiro Yamada

Koji Sakai

Deputy Senior General Manager,
Production Headquarters

General Manager, Technology
Management Division, Production
Headquarters

corporate Governance structure
General Meeting of Shareholders
ReportSelection andAppointment

Board of Directors

ReportAudit

Independent Auditors
LiaisonAudit Report
Direction/Report

Internal Control Systems

Representative Directors

Management
Committee

Investment and
Loan Strategy
Committee

Direction/
ReportLiaisonInternal Auditing
OfficeAudit

LiaisonRisk Management
Committee
Audit

Business Ethics Committee
Environmental Committee
Information Security Committee

Business Divisions

NISSIN FOODS HOLDINGS

SelectionandAppointment

LiaisonConsultation/
Recommendation

22

Audit
ReportBoard of Corporate Auditors

Audit Report

Selection

Personnel
Committee

Selection andAppointment

Audit

Adviceand
Guidance

Lawyers,
Tax Accountants
and Other Professionals

Financial
Sectioncontents
24C onsolidated six-year summary of
selected financial data

25

Financial Review

30

Consolidated Balance Sheet

32

Consolidated Statement of Income

32

C onsolidated Statement ofcomprehensive Income

33

C onsolidated Statement of
Changes In Equity

34

Consolidated Statement of Cash Flows

35

N otes to Consolidated
Financial Statements

54

Independent Auditor’s Report55

B usiness Areas of Consolidated
Subsidiaries and ASSOCIATES

56

Corporate Data

57

Investor Information

NISSIN FOODS HOLDINGS

23

Consolidated Six-year summary of selected Financial data
Millions of yen (except per share information)
Years ended March 31,

2012

2011

2010

2009

2008

2007

¥ 358,238

For the year

¥ 380,675¥ 374,932¥ 371,178¥ 362,057¥ 385,470

Cost of sales

Net sales

213,707203,202203,037

202,304

195,664

175,296

Gross profit

166,968

171,730

168,141

159,753

189,806

182,942

Selling, general and administrative expenses

140,756

137,192

140,799

136,201

162,134

149,207

Operating income

26,212

34,53827,342

23,552

27,67233,735

Other income (expenses)

5,408

145

3,813

(180)

17

(157)

Income before income taxes and minority interests

31,62034,68331,15523,372

27,68933,578

Income taxes

12,887

13,597

10,2707,385

14,27914,547

194

330

389

96

(181)

62

Minority interests in earnings (loss) ofconsolidated subsidiaries
Net income

18,53920,756

20,496

15,891

13,591

18,969Comprehensive income

18,541

13,239————Per share

Net income —basic¥—diluted
Cash dividends
Equity*1

167.97¥187.56¥177.02¥129.98¥111.17¥156.12167.59187.30176.91

—

—

—

75.00

70.00

60.00

50.00

50.00

50.00

2,545.31

2,454.67

2,406.26

2,287.21¥ 2,310.36¥ 2,304.40¥¥

At year-end

Working capital*2¥

60,949¥56,472¥

67,722¥

69,536

76,69963,703

Property, plant and equipment, net

126,360

125,882

109,278

101,132

93,803

93,634410,407

Total assets

414,717409,749

408,410

408,729392,695

Long-term liabilities

37,19444,49948,371

34,426

22,91726,094Equity*3

286,657

277,595

271,951

285,569

288,844

288,476¥

R&D expenses
Capital expenditures

4,385

¥

4,081

¥

3,807

¥

3,477

¥

3,446

¥

3,164

18,93730,81018,44817,572

10,766

6,152

Value & Performance Indicators

Operating margin (%)*4

6.9

9.2

7.4

6.5

7.2

9.4

Return on assets (%)*5

4.5

5.1

5.0

4.0

3.4

4.9

Return on equity (%)*6

6.7

7.7

7.5

5.7

4.8

7.0

Inventory turnover (Times)*7

13.4

14.1

13.7

13.5

13.4

12.9

Notes: 1. Equity per share = (Equity - Minority interests - Stock acquisition rights) / Number of shares outstanding as of the year-end (excluding treasury stock)
2. Working capital = Total current assets - Total current liabilities
3. Equity: In compliance with the Corporate Law, from fiscal 2007, the amount of equity includes the amount of minority interests.
4. Operating margin = Operating income / Net sales
5. Return on assets = Net income / Average total assets
6. Return on equity = Net income / Average total equity
7. Inventory turnover = Cost of sales / Average total inventory

Net Sales by segment(Billions of yen)

2011

Operating Income andOperating Margin (Billions of yen)

51.4 18.4
196.1

42.6

26.5 40.1

2008

374.9

2009
2010

2012

53.4 18.7
199.3

42.0

n Nissin Food Products
n Chilled and Frozen Foodsn China24

24.4 42.8

n Myojo Foods
n The Americasn Others

NISSIN FOODS HOLDINGS

380.7

7.2

2012

n Operating income

27.7

6.5

23.6

7.4

27.3
9.2

2011

Interest Coverage Ratio*(Times)

6.9

Operating margin

34.5
26.2

430.6

2008

357.5

2009
2010
2011
2012

205.4
136.7
150.0

* Interest coverage ratio= Operating cash flow / Interest payments

FINANCIAL REVIEWNISSIN FOODS HOLDINGS CO., LTD. (the “Company”) and its subsidiaries and associates operate the production and sales of instantnoodles and other instant foods as their core business, to further develop their business domain in various foods, logistics and other related
businesses. The scope of consolidation for fiscal 2012, the year ended March 31, 2012, covers the Company, 43 consolidated subsidiaries(27 in Japan and 16 overseas), and three associates accounted for by the equity method (collectively, the “Group”).

INCOME ANALYSIS

Net sales
Consolidated net sales of the Group for fiscal 2012 amounted to¥380,675 million (U.S.$4,632 million), a 1.5% increase on theprevious fiscal year’s ¥374,932 million. Domestic net sales alone(excluding intersegment sales) also increased by 2.3% year on yearto ¥329,676 million (U.S.$4,011 million). As a result, the share ofoverseas net sales decreased by 0.6 percentage point to 13.4%.
During the first half of the fiscal year under review, electric power
supply restrictions and the ongoing disaster at the nuclear power
plant led to business conditions of even greater severity throughout
the Japanese economy. Although the economy gradually began torecover in the second half of the year, the overall economic condition
remained severe, due to lingering concerns over an economic
downturn resulting from the debt crisis in Europe, the surge in crude
oil prices and the strong yen.
Looking at the global market for instant noodles, the Group’s
mainstay business, worldwide demand for instant noodles incalendar year 2011 increased by 2.5% over the previous year to98.2 billion servings, according to the World Instant Noodles
Association (WINA). In the Asian market, which accounted for
85.4% of the worldwide demand in 2011, the demand for instantnoodles increased by 2.2% year on year. As for the Group, thedomestic market was revitalized by a temporary increase indemand in the wake of the March 11, 2011 Great East Japan
Earthquake, and also by the aggressive introduction of new
products by competitors beginning in the summer. However, given
the surge in prices of wheat and other raw materials, the industry
experienced an increasingly harsh business environment.
Overseas, especially in the North American market, the businessclimate was challenging due to the foreign exchange trend, highraw material prices and the increase in marketing expenses as aresult of proactive sales promotion.
In this environment, to meet diversifying needs of consumers,
the Group continued to focus on product development by taking
advantage of the Group’s technical strength, and sought tofurther raise its brand value. Furthermore, responding to the rapid
growth of the overseas instant noodle market, particularly inemerging economies, the Group continued to speedily execute
its global strategies.
The sales breakdown by segment (excluding intersegment sales)
shows that the total sales of the Nissin Food Products and Myojo
Foods segments, both of which are chiefly focused on the instantnoodle business in the domestic market, amounted to ¥241,289
million (U.S.$2,936 million), and accounted for 63.4% of total

consolidated net sales. The Nissin Food Products segment hasgiven top priority to supplying its products to support the sufferersof the Great East Japan Earthquake at the beginning of fiscal 2012.
After the Earthquake, as consumers again realized the importanceof instant noodles as emergency rations, sales of the Cup Noodle
series and the Nissin-no-Donbei series continued to grow steadily.
We commemorated the 40th anniversary of the launch of Cup
Noodle, and the series’ accumulated domestic sales exceeded 20
billion servings in fiscal 2012. Cup Noodle Gohan (a microwavableinstant pot rice dish) and other new products developed using newtechnologies also contributed to the higher sales. In the Myojo
Foods segment, sales of the Myojo Charumera series, the mainbrand of MYOJO FOODS CO., LTD., remained steady throughout
fiscal 2012. In particular, Myojo Charumera Chanpon, which
was launched in September 2011, achieved great popularity byproposing a new cooking method in which noodles and soup arecooked together. Sales of the Myojo Chukazanmai series, which
offers an authentic Chinese flavor, rose significantly, as did those of
the Yamuchazanmai series, a range of healthy cup-type
harusame noodles that is easily prepared, yet tasty. However, with aslump in sales of open-price products, overall sales of the segment
declined from the previous fiscal year.
The chilled and frozen foods segment, which comprises the
production and sales of chilled and frozen food products, increased
sales compared to the previous fiscal year. Within this segment,
NISSIN CHILLED FOODS CO., LTD. retained strong sales of
Chukafu Ryanmen, the mainstay of its chilled-noodle products, inthe first half of the fiscal 2012. Meanwhile, the Chukazanmai
Hiyashichuka series, a chilled product manufactured based on theflavor of Chukazanmai, the pillow-type instant noodles of MYOJOFOODS CO., LTD., enjoyed robust popularity. NISSIN FROZENFOODS CO., LTD. also increased sales, largely reflecting theextremely strong sales of the Reito Nissin Spa-O Premium series, aproduct popular with housewives for weekday lunches, and the
Reito Nissin Spa-O Chef’s Premium series, a high-end authentic
pasta product that consumers can enjoy at home. Sales of Reito
Nissin Futomen Doudou Tsukemen were also steady, attributable toits extra-thick straight noodles with a pleasantly chewy and satisfying
texture—a first in the market.
In the Americas segment, sales of Top Ramen, Cup Noodles,
Bowl Noodles and a new product, Big Cup Noodles, were solid.
However, principally reflecting the effects of exchange-ratefluctuations, net sales of the segment declined. In the China
segment on the other hand, despite effects of exchange rates, salesof Hap Mei Do, Kai Bei Le and other cup-type instant noodles werestrong, which led the overall segment sales to increase.
Other business areas, which are not reported as stand-alone

NISSIN FOODS HOLDINGS

25

Costs and Expenses, and net Sales Ratio
Millions of yen

2012

2011

Net Sales Ratio

Net Sales Ratio

Years ended March 31,¥ 213,707

56.1¥ 203,202

54.2

140,75637.0

137,192

36.6

Promotional expenses

65,79517.3

64,27717.1

Advertising expenses

11,051

2.9

13,077

3.5

Distribution expenses

22,7206.0

21,724

5.8

Other expenses

41,19010.8

38,11410.2

Cost of sales
SG&A expenses

segments, include domestic confectionery, beverages and foodservice businesses, and overseas businesses in Europe and Asia.
The aggregate sales of other business areas increased comparedwith the previous fiscal year.

ratio to net sales. As a result of the above, total SG&A expenses
increased by 2.6% from the previous fiscal year.

Operating Income,
Other Income (Expenses) and Net Income(Please refer to Our Brands at a Glance on pp. 14–15 for details of
performance by product category.)

Cost of Sales and Selling,
General and Administrative Expenses
The cost of sales for fiscal 2012 increased by 5.2% from theprevious fiscal year to ¥213,707 million (U.S.$2,600 million), mainly
due to the increase in net sales and the surge in the prices of flourand other raw materials. Reflecting the higher percentage increaseof cost of sales over net sales, the ratio of cost of sales to net salesrose by 1.9 percentage points to 56.1%.
Selling, general and administrative (“SG&A”) expenses amounted
to ¥140,756 million (U.S.$1,713 million). Among SG&A expenses,
promotional expenses increased by 2.4% from the previous fiscal
year to ¥65,795 million (U.S.$801 million), with a 0.2 percentage
point rise in the ratio to net sales. Distribution expense, as well,grew by 4.6% to ¥22,720 million (U.S.$276 million), also with a 0.2
percentage point rise in the ratio to net sales. On the other hand,advertising expenses declined by 15.5% year on year to ¥11,051
million (U.S.$134 million), with a 0.6 percentage point drop in the

Total Assets and ROA(Billions of yen) / (%)

4.0

2009

5.0

2010

5.1

2011
4.5

2012

n Total assets

Working Capital andCurrent Ratio (Billions of yen) / (%)

3.4

2008

ROA

The increases in the cost of sales and SG&A expenses exceeded thegrowth in net sales, and as a result consolidated operating income forfiscal 2012 dropped to ¥26,212 million (U.S.$319 million), down by
24.1% from the previous fiscal year. The ratio of operating income to
net sales, as well, declined by 2.3 percentage points to 6.9%.
Net other income soared to ¥5,408 million (U.S.$66 million) from¥145 million in the previous fiscal year. This increase was due to a¥5,452 million (U.S.$66 million) gain on transfer of substitutional
portion of employees’ pension fund, which was recorded in fiscal
2012, while there was a negative factor of ¥977 million loss fromnatural disaster, namely the Great East Japan Earthquake, in theprevious fiscal year.
As a result of the above, income before income taxes andminority interests for fiscal 2012 amounted to ¥31,620 million(U.S.$385 million), down by 8.8% from the previous fiscal year. Net
income resulted in ¥18,539 million (U.S.$226 million) with 10.7%
year-on-year decline. Accordingly, the ratio of net income to net
sales dropped by 0.6 percentage point to 4.9%. Net income pershare also decreased by ¥19.59 to ¥167.97 (U.S.$2.04) from theprevious year’s ¥187.56.

392.7

2008

408.7

2009

408.4

2010

409.7

2011

414.7

2012

n Working capital

194.8
178.4
176.9
164.4
167.1

Shareholders’ Equity and ROE(Billions of yen) / (%)

76.7

2008

69.5

2009

67.8

2010

56.4

2011

60.9

2012

Current ratio

Working capital = Total current assets – Total current liabilities
Current ratio = Total current assets / Total current liabilities

26

NISSIN FOODS HOLDINGSn Shareholders’ equity

4.8

288.8
5.7

285.6
7.5
7.7
6.7

272.0
277.6
286.7

ROE

Shareholders’ equity = Total equity – Minority interests

Cash Flow Highlights
Millions of yen
Years ended March 31,

2012

2011

¥ 32,605¥ 29,258

Net cash used in investing activities(12,832)(33,440)

Net cash used in financing activities(9,442)(4,710)¥ 71,740¥ 61,957

Net cash provided by operating activities

Cash and cash equivalents at end of the year

LIQUIDITY AND CAPITAL RESOURCES

Cash flows
Cash and cash equivalents as of March 31, 2012 stood at ¥71,741
million (U.S.$873 million), a significant increase of ¥9,783 million
from the previous fiscal year-end.
Net cash provided by operating activities increased by¥3,347 million to ¥32,605 million (U.S.$397 million). Major
cash-increasing factors included a ¥2,128 million increase indepreciation and amortization.
Net cash used in investing activities recorded a sizable drop of¥20,609 million to ¥12,832 million (U.S.$156 million). This decrease
was mainly attributable to a ¥13,140 million decrease in paymentsfor purchases of property, plant and equipment and other, and a¥12,147 million decrease in payments for purchases of investments
in securities.
Net cash used in financing activities largely rose to ¥9,442 million(U.S.$115 million). This ¥4,732 million increase from the previous
fiscal year was primarily due to a ¥2,997 million decrease inproceeds from long-term borrowings, and a ¥1,474 million increasein net increase in treasury stock.

Assets, Liabilities and Net Assets
Total assets as of March 31, 2012 amounted to ¥414,717 million(U.S.$5,046 million), up by 1.2% from the previous fiscal year-end.
Return on assets (ROA) dropped by 0.6 percentage point to 4.5%,
reflecting the decrease in net income.

EQUITY RATIO
(%)

2008
2009
2010
2011
2012

Total current assets increased by 5.3% year on year to ¥151,815
million (U.S.$1,847 million). While marketable securities decreasedby ¥6,005 million due to sales and redemptions of debts securities,
cash and deposits increased by ¥10,948 million.
Net property, plant and equipment edged up by 0.4% to¥126,360 million (U.S.$1,537 million).
Investments and other assets amounted to ¥136,542 million(U.S.$1,661 million). This year-on-year decline of 2.3% was
attributable mainly to a ¥3,250 million decrease in deferred tax
assets brought by the effects of retirement benefit expenses and thereversal due to partial revision of income tax law.
Total liabilities resulted in a 3.1% year-on-year decrease to¥128,060 million (U.S.$1,558 million). While trade payables rose by¥3,454 million due to the increase of raw materials procurement,
accrued retirement benefits to employees decreased by ¥6,868
million due to the transfer of substitutional portion of employees’
pension fund.
Total current liabilities resulted in a year-on-year increase of 3.7%
to ¥90,866 million (U.S.$1,106 million). As the increase in current
assets exceeded the increase in current liabilities, working capital asof March 31, 2012 grew by 7.9% to ¥60,949 million (U.S.$742
million). The current ratio also rose by 2.7 percentage points to167.1%, from 164.4% of the previous fiscal year-end.
Total equity as of March 31, 2012 increased by 3.3% to¥286,657 million (U.S.$3,488 million). The effect of increasing
factors, such as ¥18,539 million net income posted and a ¥4,005
million increase in unrealized gain on available-for-sale securities,
was offset by ¥8,280 million cash dividends paid and a ¥4,456

EQUITY PER SHARE(Yen)
71.9
68.4
65.2
66.3
67.6

2008

2.310.36

2009

2.287.21

2010

2,406.26

2011

2,454.67

2012

2,545.31

NISSIN FOODS HOLDINGS

27

million increase in the debit balance of foreign currency translation
adjustments, resulting in a net ¥9,062 million increase in total equity.
Equity per share also rose by 3.7% from ¥2,454.67 for the previous
fiscal year-end to ¥2,545.31 (U.S.$30.97).

ADDITIONAL INFORMATION

Significant Business Agreements
Joint-venture agreement with Hebei Jinmailang Mianye Co., Ltd.
With regard to the Company’s capital participation in Hebei
Hualong F&N Industry Group Co., Ltd., a major manufacturer of
instant noodles and flour in the PRC, (hereafter “Hebei Hualong”),
which was undertaken to expand and thereby reinforce theCompany’s instant noodle operations in the PRC, the Company
concluded on May 12, 2004, a joint-venture agreement with Hebei
Jinmailang Mianye Co., Ltd., the parent company of Hebei Hualong.
Hebei Jinmailang Mianye split Hebei Hualong into two newcompanies: Nissin Hualong Foods Co., Ltd. (now renamed
Jinmailang Foods Co., Ltd.), and Hebei Nissin Hualong Paper
Products Co., Ltd. (now renamed Hebei Jinmailang Paper Products
Co., Ltd.). Through capital increases subscribed by its Hong
Kong-based subsidiary, Nissin Foods Co., Ltd., the Company had
acquired 14.9% of registered equity in each newly establishedcompany during the fiscal year ended March 31, 2005.
The Company plans to eventually acquire an equity stake
equivalent to 33.4% of registered equity in each company. The total
investment is expected to reach about ¥20 billion.
The Company invested in a new company of Jinmailang Groupon April 17, 2012, the details of which are described in “Notes toconsolidated financial statements 25. Subsequent Events.”
Capital and business tie-up with Frente Co., Ltd.
To establish and strengthen the alliance in all areas of businessactivities, the Company entered into a capital and businesstie-up with Frente Co., Ltd. (hereinafter referred to as “Frente”)
on May 11, 2011. As a result of the Board of Directors’ meeting
held on May 21, 2012, Frente will be an associate andconsolidated by the equity method. The details of this investment
are described in “Notes to consolidated financial statements 25.
Subsequent Events.”

Risk information
Conditions that have the potential to significantly influence thedecisions of investors are presented below. Any conditions withreference to the future are based on information available at the timeof publication of this annual report. The Company acknowledges thepossibility that these risks can arise and will make every effort toprevent such risks from appearing and address resulting situations ifsuch risks do appear.
(1) Food safety issues
The Company’s basic philosophy is to provide safe foods that

28

NISSIN FOODS HOLDINGS

consumers can enjoy without worry. In recent years, a highincidence of disquieting developments, such as avian influenza,
residual pesticides in foods, falsely labeled food products and toxic
substances mixed in food products, has threatened to undermine
food safety. The needs of consumers with regard to food safety
have become more sophisticated. To enhance its ability to meet thisneed, the Company established the Food Safety Research Institutein 1988 and continues its endeavor to enhance its research function
and strengthen its quality control system. However, the Company’s
financial position and financial performance could be unfavorably
influenced were unusual health-related situations to arise in the
future that were beyond the Company’s conjecture, or if rumors
were to mar the image of the Company’s products, even thoughsuch rumors were based on incidents not directly affecting theCompany’s products.
(2) Risk derived from changes in demographic trends
In Japan, the birth rate remains low, and the population is aging
rapidly. Accordingly, the number of young consumers, who are themajor customers of the Company, has been decreasing, andtherefore the market of our products is expected to remainunchanged or otherwise decrease over the long term. In the faceof such a business climate, the Company is making ever-greater
efforts to develop new products that closely meet the needs ofeach age bracket in order to maintain and expand our customer
base. However, if the decrease in population were to accelerate,
the overall demand in the instant noodle market would shrink,negatively affecting the Company’s financial position and financial
performance.
(3) Risk of decline in brand value
The Company’s mainstay products, particularly Chicken Ramenand the Cup Noodle series, have become familiar household items
for most consumers, thanks to years of accumulated technicalexpertise and product development activities. The Company
emphasizes the establishment and protection of its brands.
However, new products flood the instant noodle market every year,
and the relative brand value of the Company’s products could
decline if another company were to achieve a revolutionary
breakthrough in instant noodle development.
(4) Risk of product liability
As a food maker, the Company believes its mission is to provide
safe, worry-free products to consumers, and therefore applies strict
quality control standards to its manufacturing activities. In addition,
the Food Safety Research Institute studies ways to ensure the safetyof raw materials and strives to reinforce quality control systems ateach manufacturing facility. The Company also endeavors to lessen
the potential of product liability claims that could affect its financial
position, and therefore is insured against product liability. However,
if an accident occurs through product liability and a situation arises
wherein the Company must recall certain products, the insurance
carried by the Company may not be sufficient to cover all claims. A
tarnished reputation in society and a weakened corporate image
could erode consumers’ willingness to buy the Company’s products.

This situation could hurt the Company’s financial position andfinancial performance.
(5) Risk of increases in prices of raw materials
The primary raw materials used for the Company’s products are
agricultural commodities such as flour and palm oil, andpetroleum-based items for packaging and wrappers. The prices ofthese raw materials fluctuate with changing market conditions.
Therefore, the Company’s financial performance could be adversely
impacted if the prices of raw materials skyrocket, as there exist
more factors than ever to boost their prices, such as political unrest
or international disputes occurring in the countries that produce
these raw materials, and crop failures caused by abnormal weather
associated with global warming.
(6) Risk of natural disasters
The Company has manufacturing facilities both in Japan andoverseas. If a natural disaster, such as a large-scale earthquakeor flooding from a typhoon, were to occur and manufacturing
facilities incurred damage, the Company’s production infrastructure
as well as its financial position and financial performance could
suffer because, for example, an interruption in operations would
reduce output and repairs to facilities and equipment would
raise expenses.
(7) Risk related to overseas operations
The Company has 29 factories in 14 countries that produce foodproducts, including instant noodles, based on the basic policy of
local production and local marketing. Those factories are run bysubsidiaries and associates. If political unrest or international
disputes arise in the regions where the Company’s subsidiaries andassociates operate, or if issues threaten to undermine food safety,
or if legal controls in certain countries create a situation that hinders
production activities, then the financial position and financial
performance of the subsidiaries, associates and/or the Company
could suffer.
(8) Risk related to information systems
The Company uses computers to process and store information on
production, sales and administration. The Company has adopted allconceivable measures to safeguard these information systems fromcomputer virus-induced crashes, damage by hackers and the risk ofa breach in information security. However, the Company’s financial
position and financial performance could be adversely affected if theCompany’s systems were damaged and/or if data were leakedoutside the organization, due to illegal access to the systems byunauthorized individuals through technologies that the Company has
not envisioned, or unknown computer virus getting throughestablished safeguards.

or if predetermined criteria are amended, the actuarial difference ischarged to the income of the fiscal year following the one in which
the difference occurred. If a decline in discount rates and/or returns
on the pension assets persists, the Company will have to carry ahigher burden of pension-related costs, and this could hurt theCompany’s financial position and financial performance.
(10) Risk of declining market values on marketable securities
The Company invests in marketable securities to ensure efficient
application of funds, while it is the policy of the Company to maintainthe integrity of principal. However, the Company’s financial position
and financial performance could be adversely affected if worsening
market conditions cause market values to decline or sluggish
performances by equity investments force the Company to apply theaccounting for impairment.
(11) Risk related to the accounting for impairment of fixed assets
The Company owns various tangible fixed assets for the purpose ofits business. These fixed assets could face in the future a substantial
decline in their fair value and/or future cash flows they are to
generate, and thus would have the possibility of impairment loss
recognition in conformity with the accounting for impairment of fixed
assets. Such circumstances could negatively affect the Company’s
financial position and financial performance.
(12) Reliance on certain business clients
The Company substantially relies on specific business parties forsales of products and procurement of certain raw materials.
Reliance on specific trading companies for sales of products aims at
reducing the effort expended on credit control and minimizing credit
risk through concentration of transactions among highly creditworthy
companies. Reliance on specific vendors for procurement of certain
raw materials also aims at efficient and stable procurement.
However, if the business activities of these sales agents were to failand the Company had difficulty collecting accounts receivable, or if
the supply of raw materials were suspended and the Company’s
production had to be halted, the Company’s own financial position
and financial performance could be negatively affected.

(9) Risk related to retirement benefit accounting
Costs and obligations pertaining to retirement benefits are
determined based on discount rates and other predetermined
criteria used in actuarial calculations, and the expected rate of returnon pension assets. If actual results differ from predetermined criteria,

NISSIN FOODS HOLDINGS

29

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Balance Sheet
As of March 31, 2012
Thousands of
U.S. dollars (Note 1)

Millions of yen

2012

2011

2012

ASSETS
Current assets:

Cash and deposits (Notes 3 and 4)
Marketable securities (Notes 3, 4 and 5)¥

67,600¥56,651$

822,484

10,836

16,842

131,841

Trade (Note 4)

46,49047,125565,641

Other

4,138

3,196

50,347

Less: Allowance for doubtful receivables

(262)

(247)

(3,188)Inventories (Note 7)

17,507

14,295

213,006

Deferred tax assets (Note 15)

4,247

5,394

51,673

Other current assets

1,259

871

15,319151,815

144,127

1,847,123Land (Notes 6, 8, 10 and 13)

48,00049,543584,013

Buildings and structures (Notes 6, 8, 9 and 13)

93,36789,992

1,135,990

Machinery, equipment and vehicles (Notes 8, 9 and 13)

Receivables:

Total current assets
Property, plant and equipment:

124,941

116,385

1,520,148

Leased assets

1,067

610

12,982

Construction in progress

1,493

2,976

18,165

Other

1,510

990

18,372

270,378

260,4963,289,670(144,018)(134,614)(1,752,257)

126,360

125,882

1,537,413

Investments in securities (Notes 4 and 5)

89,96688,929

1,094,610

Investments in unconsolidated subsidiaries and associates (Note 4)

34,982

34,579425,624

Other investments (Note 4)

2,252

2,818

27,400Long-term loans

1,465

1,670

17,825

Goodwill

2,649

3,399

32,230

Other

1,290

1,066

15,695

Deferred tax assets (Note 15)

2,205

5,455

26,828Other assets

2,071

2,170

25,198Less: Allowance for doubtful receivables

(338)

(346)

(4,113)

136,542

139,740

1,661,297¥ 414,717¥ 409,749$ 5,045,833

Less: Accumulated depreciation
Property, plant and equipment, net
Investments and other assets:

Intangible assets:

Total investments and other assets
Total assets

30

NISSIN FOODS HOLDINGSThousands of
U.S. dollars (Note 1)

Millions of yen

2012

2011

2012

LIABILITIES AND EQUITYCurrent liabilities:

Short-term borrowings (Notes 4, 11 and 13)

¥

1,781

¥

1,692

$

21,669

Payables (Note 4):Trade44,87741,422546,015

Other

24,566

24,736

298,893

Current portion of long-term debt (Notes 11, 12 and 13)

1,546

1,117

18,810Accrued income taxes (Notes 4 and 15)

6,814

7,268

82,905

Other current liabilities (Note 19)

11,282

11,420137,268

90,86687,655

1,105,560

Long-term debt (Notes 4, 11, 12 and 13)

13,102

13,140159,411

Accrued retirement benefits to employees (Note 14)

9,450

16,318114,977

Deferred tax liabilities (Note 15)

8,685

8,420

105,670

Deferred tax liabilities on land revaluation (Note 10)

2,962

3,409

36,038Other long-term liabilities

2,995

3,212

36,441

Total long-term liabilities

37,19444,499452,537

25,12325,123

305,670

48,416

48,416

589,074

659

428

8,018

Retained earnings (Note 25)

247,139

236,8313,006,923

Treasury stock,at cost—7,291,193 shares at March 31, 2012
and 6,795,554 shares at March 31, 2011

(21,856)(20,394)(265,921)

Total current liabilities
Long-term liabilities:

Equity (Note 16):

Common stock:
Authorized—500,000,000 shares;
Issued—117,463,685 shares in 2012 and 2011
Capital surplus
Stock acquisition rights (Note 21)

Accumulated other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities (Note 5)

4,386

381

53,364

Land revaluation reserve (Note 10)(7,275)(7,650)(88,514)

Foreign currency translation adjustments
Subtotal
Minority interests
Total equity
Total liabilities and equity(15,509)(11,053)(188,697)

281,083

272,082

3,419,917

5,574

5,513

67,819286,657

277,595

3,487,736¥ 414,717¥ 409,749$ 5,045,833

See notes to consolidated financial statements.

NISSIN FOODS HOLDINGS

31

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Statement of Income
Year ended March 31, 2012
Thousands of
U.S. dollars (Note 1)

Millions of yen

Net sales
Cost of sales (Note 17)

Gross profit
Selling, general and administrative expenses (Note 17)

Operating income
Other income (expenses):
Interest and dividend income
Equity in earnings of associates
Interest expense
Foreign exchange gain (loss)
Gain on sales of fixed assets
Gain on sales of investments in securities (Note 5)
Subsidy income (Note 9)
Gain on transfer of substitutional portion of employees’ pension fund (Note 14)
Loss on disposal and sales of fixed assets
Loss on reduction of fixed assets (Note 9)
Loss on impairment of fixed assets (Note 8)
Loss on revaluation of investments in securities, unconsolidated subsidiaries and associates, and other
Loss from natural disaster
Other, net
Income before income taxes and minority interests
Income taxes (Note 15):
Current
Deferred

Net income before minority interests
Minority interests in earnings (loss) of consolidated subsidiaries
Net income

2012

2011

2012

¥ 380,675
213,707
166,968¥ 374,932
203,202
171,730$ 4,631,646
2,600,158
2,031,488

140,756
26,212

137,192
34,538

1,712,568
318,920

2,646
1,146
(217)
(2,237)
158
—
426
5,452
(915)
(426)
(182)
(454)
—
11
31,620

2,677
1,510
(214)
(2,313)
16
848
—
—
(731)
—
(152)
(768)
(977)
249
34,68332,194
13,943(2,640)(27,217)
1,922
—
5,183
66,334(11,133)(5,183)(2,214)(5,524)—
133
384,718

9,983
2,904
12,887
18,733194¥ 18,539

11,522
2,075
13,59721,086330¥ 20,756

121,462
35,333
156,795
227,9232,360
225,563$

See notes to consolidated financial statements.

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Statement of Comprehensive Income
Year ended March 31, 2012

2012

2011

2012

Net income before minority interests
Other comprehensive income (loss)¥18,733¥ 21,086$ 227,923

Unrealized gain (loss) on available-for-sale securities
Land revaluation reserve
Foreign currency translation adjustments
Share of other comprehensive income (loss) in associates
Total other comprehensive income (loss)
Comprehensive income
Total comprehensive income attributable to:
Owners of the parent
Minority interests

4,002
374
(1,768)(2,800)(192)
18,541(3,244)—(3,169)(1,434)(7,847)
13,23948,692
4,550(21,511)(34,067)(2,336)
225,587

18,462
79

13,097
142

224,626961

See notes to consolidated financial statements.

32

Thousands of
U.S. dollars (Note 1)

Millions of yen

NISSIN FOODS HOLDINGS

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Statement of Changes in Equity
Year ended March 31, 2012
Thousands of
U.S. dollars (Note 1)

Millions of yen

2012

2011

2012

Common stock:
Balance at beginning and end of the year

¥ 25,123¥ 25,123$

305,670

Capital surplus:
Balance at beginning of the year
Sales of treasury stock
Transfer from retained earnings
Balance at end of the year

¥ 48,416(1)
1¥ 48,416¥ 48,416(9)9¥ 48,416$

589,074(12)
12
589,074

¥

¥

$

$

Stock acquisition rights (Note 21):
Balance at beginning of the year
Net change during the year
Balance at end of the year¥

Retained earnings (Note 25):
Balance at beginning of the year
Net income
Cash dividends paid
Reversal of land revaluation reserve
Transfer to capital surplus
Other
Balance at end of the year

¥ 236,831
18,539(8,280)44(1)
6¥ 247,139¥ 223,858
20,756(7,746)(33)(9)
5¥ 236,831$ 2,881,506
225,563(100,742)
535
(12)
73
$ 3,006,923

Treasury stock, at cost:
Balance at beginning of the year
Acquisition of treasury stock
Sales of treasury stock
Balance at end of the year

¥ (20,394)(1,478)16¥ (21,856)¥ (20,448)(4)58¥ (20,394)$ (248,132)(17,983)
195$ (265,920)

¥

381
4,005
4,386

¥

3,587
(3,206)381$(7,650)375(7,275)¥(7,683)33(7,650)$¥ (11,053)(4,456)¥ (15,509)¥(6,600)(4,453)¥ (11,053)$ (134,481)(54,216)$ (188,697)

¥

¥

$

Accumulated other comprehensive income (loss)
Unrealized gain (loss) on available-for-sale securities (Note 5):
Balance at beginning of the year
Net change during the year
Balance at end of the year

Land revaluation reserve (Note 10):
Balance at beginning of the year
Net change during the year
Balance at end of the year
Foreign currency translation adjustments:
Balance at beginning of the year
Net change during the year
Balance at end of the year
Minority interests:
Balance at beginning of the year
Net change during the year
Balance at end of the year

Total equity

¥
¥
¥

¥

428
231
659

5,513
61
5,574

¥ 286,657

¥

¥

¥

¥

204
224
428

5,494
19
5,513

¥ 277,595

$

$

$

$

5,207
2,811
8,018

4,636
48,72853,364(93,077)
4,563(88,514)67,076742
67,818$ 3,487,736

See notes to consolidated financial statements.

NISSIN FOODS HOLDINGS

33

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Statement of Cash Flows
Year ended March 31, 2012

Thousands of
U.S. dollars (Note 1)

Millions of yen

Operating activities:
Income before income taxes and minority interests
Depreciation and amortization
Loss on impairment of fixed assets
Increase (decrease) in allowance for doubtful receivables
Increase (decrease) in accrued retirement benefits to employees
Interest and dividend income
Interest expense
Foreign currency exchange loss (gain)
Equity in earnings of associates
Loss on disposal and sales of property, plant and equipment
Loss on reduction of fixed assets
Gain on sales of marketable securities, investments in securities and other
Loss on revaluation of marketable securities, investments in securities and other(Increase) decrease in trade notes and accounts receivable(Increase) decrease in inventories
Increase (decrease) in trade notes and accounts payable
Increase (decrease) in other payables
Other, net

SubtotalInterest and dividends received
Interest paid
Income taxes paid
Income taxes refunded
Net cash provided by operating activities
Investing activities:
Net (increase) decrease in time deposits
Payments for purchases of marketable securities
Proceeds from sales and redemption of marketable securities
Payments for purchases of property, plant and equipment and other
Proceeds from sales of property, plant and equipment, and other
Payments for purchases of investment in securities
Proceeds from sales and redemption of investments in securities
Net (increase) decrease in loans receivable
Other, net
Net cash used in investing activities
Financing activities:
Increase (decrease) in short-term borrowings, net
Proceeds from long-term borrowings
Repayment of long-term borrowings
Net (increase) decrease in treasury stock
Cash dividends paid
Cash dividends paid to minority shareholders
Other, net
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Increase in cash and cash equivalents arising from merger
Cash and cash equivalents at end of the year (Note 3)
See notes to consolidated financial statements.

34

NISSIN FOODS HOLDINGS

2012

2011

2012

¥ 31,620
14,955182
15(6,867)(2,646)217297(1,146)
757
426
(0)
406
281
(3,450)
3,739
607
1,411
40,804
3,276(217)(12,608)
1,350
32,605¥ 34,683
12,827152(63)(5,928)(2,677)214
780(1,510)
715
—
(848)
808
(4,068)
(191)
1,363
761
1,510
38,5283,001(214)(13,580)
1,523
29,258$ 384,718
181,956
2,214
183(83,550)(32,194)
2,640
3,614
(13,943)
9,210
5,183
(0)
4,940
3,419
(41,976)
45,492
7,385
17,168496,459
39,859(2,640)(153,401)
16,426
396,703

(543)
(0)
6,752
(19,188)
1,538(5,156)
3,246
860
(341)
(12,832)1,162(0)
10,805(32,328)54(17,302)
5,025
(856)
—
(33,440)(6,607)(0)82,151(233,459)
18,713(62,733)
39,494
10,464(4,149)(156,126)

104
1,653
(1,354)(1,477)(8,280)(23)(65)(9,442)(547)
9,784
61,957—¥ 71,741

(280)
4,650
(1,201)(4)(7,746)(18)(111)(4,710)(1,862)(10,754)
72,68823¥ 61,957

1,265
20,112(16,474)(17,971)(100,742)
(280)
(790)
(114,880)(6,655)
119,042753,826—$ 872,868

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
1. Basis of presenting consolidated
financial statements
The accompanying consolidated financial statements of NISSIN FOODSHOLDINGS CO., LTD. (the “Company”) and consolidated subsidiaries(collectively, the “Group”) are prepared on the basis of accounting
principles generally accepted in Japan and related accounting
regulations prescribed in the Financial Instruments and Exchange Act ofJapan, which are different in certain respects from the application anddisclosure requirements of International Financial Reporting Standards.
In preparing the accompanying consolidated financial statements,
certain reclassifications and rearrangements have been made to theconsolidated financial statements issued domestically in order to present
them in a format which is more familiar to readers outside Japan.
Certain reclassifications of previously reported amounts have been
made to conform the consolidated financial statements for the year
ended March 31, 2011 to the 2012 presentation. Such reclassifications
had no effect on consolidated net income or equity.
The consolidated financial statements are stated in Japanese yen,
the currency of the country in which the Company is incorporated andoperates. The translation of yen amounts into U.S. dollars is included
solely for the convenience of readers outside Japan and has been madeat ¥82.19 = U.S.$1.00, the exchange rate prevailing on March 31, 2012.
This translation should not be construed as a representation that yen
can be converted into U.S. dollars at the above or any other rate.

2. Summary of Significant
Accounting Policies(a) Principles of consolidation and accounting for investments inunconsolidated subsidiaries and associates
The accompanying consolidated financial statements include theaccounts of the Company and the significant companies which it
controls directly or indirectly under the control or influence concept.
Companies over which the Company exercises significant influence interms of their operating and financial policies have been included in theaccompanying consolidated financial statements by the equity method.
The assets and liabilities of consolidated subsidiaries are stated at fairvalue as of their respective dates of acquisition. Consolidation of theremaining subsidiaries and associates would not have a material effecton the accompanying consolidated financial statements. All significant
intercompany balances and material unrealized gains from intercompany
transactions have been eliminated.
The Company’s consolidated subsidiaries outside Japan prepare
their financial statements in accordance with International Financial
Reporting Standards or generally accepted accounting principles in the
United States of America. However, certain items are adjusted in theprocess of consolidation based on “Practical Solution on Unification of

Accounting Policies Applied to Foreign Subsidiaries for Consolidated
Financial Statements” (Accounting Standards Board of Japan, Practical
Issues Task Force, No. 18 dated May 17, 2006).
The balance sheet date of overseas consolidated subsidiaries is
December 31. Any significant differences in intercompany accounts
and transactions arising from intervening intercompany transactions
during the period from January 1 through March 31 have beenadjusted as necessary.
The number of consolidated subsidiaries and associates accounted
for by the equity method for the years ended March 31, 2012 and 2011were as follows:
2012

2011

Consolidated subsidiaries

43

43

Associates accounted for by the equity method

33(b) Cash and cash equivalents
For the purposes of the consolidated statements of cash flows, cash
and cash equivalents comprise cash on hand, deposits held at call withbanks and all highly liquid investments with an insignificant risk ofchanges in value and with maturities of three months or less from theacquisition date.
(c) Securities
The accounting standard for financial instruments requires that securities
be classified into three categories: trading, held-to-maturity oravailable-for-sale securities. Trading securities are carried at fair valueand held-to-maturity debt securities are carried at amortized cost.
Marketable securities classified as available-for-sale securities are carriedat fair value with any changes in unrealized gain or loss, net of theapplicable income taxes, reported in a separate component of equity.
Cost of securities sold is determined by the moving-average method.
Non-marketable securities classified as available-for-sale securities arecarried at cost based on the moving-average method. For other than
temporary declines in fair value, investment securities are reduced to net
realizable value by a charge to income.
(d) Inventories
Finished goods and merchandise are principally stated at the lower ofcost or net selling value, with cost being determined by the averagemethod. Raw materials and supplies are principally stated at the lowerof cost or net selling value, with cost being determined by the lastpurchase price method.
(e) Hedging activities
The Group manages risk of adverse fluctuations in foreign exchange
and interest rates in the underlying liabilities with derivative financial
instruments (“derivatives”). For foreign currency forward contracts andinterest rate swaps, the gains or losses are deferred until maturity of thehedged transactions if they meet requirements for hedge accounting,i.e., hedging purpose, high effectiveness and high correlation between

NISSIN FOODS HOLDINGS

35

the hedging instruments and the hedged items. Foreign currency
options are recognized as either assets or liabilities and measured at fairvalue, and gains or losses on derivative transactions are recognized in
the statements of income.
An evaluation of hedge effectiveness has been omitted, since thesignificant conditions of the hedging instruments and hedged items were
the same and the risk of changes in cash flows was completely avoided.
The Group does not anticipate any losses arising from credit risk,
since the Group enters into these derivatives with major international
financial institutions with high credit ratings to reduce the risk ofcounterparties’ non-performance.
(f) Property, plant and equipment (except for leased assets)
Property, plant and equipment are stated at cost. Depreciation iscomputed principally by the declining-balance method. Certain
consolidated subsidiaries apply the straight-line method. The
straight-line method is also applied to the head office building of theCompany (in Osaka) and the buildings and structures of General
Research Institute of Food Science and Technology and Food Safety
Research Institute. In addition, the straight-line method is applied tobuildings (except for the attachments to the buildings) acquired on orafter April 1, 1998. The range of useful lives is principally from 15 to 50
years for buildings and 10 years for machinery and equipment.
(g) Intangible assets (except for leased assets)
Intangible assets are amortized by the straight-line method. Purchased
software is amortized by the straight-line method over a five-year period,
the estimated useful life used by the Group.
(h) Leased assets
Leased assets under finance lease contracts that do not transfer
ownership to the lessee and which were entered into on or after April 1,2008 are depreciated to a residual value of zero by the straight-line
method using the term of the contract as the useful life. Leased assets
under finance lease contracts that do not transfer ownership to thelessee and were entered into on or before March 31, 2008 are
accounted for as operating lease transactions.
(i) Long-lived assets
The Group reviews its long-lived assets for impairment whenever eventsor changes in circumstance indicate the carrying amount of an asset or
asset group may not be recoverable. An impairment loss would berecognized if the carrying amount of an asset or asset group exceeds
the sum of the undiscounted future cash flows expected to result fromthe continued use and eventual disposition of the asset or asset group.
The impairment loss would be measured as the amount by which thecarrying amount of the asset exceeds its recoverable amount, which is
the higher of the discounted cash flows from the continued use andeventual disposition of the asset or the net selling price at disposition.
(j) Accrued retirement benefits to employees
The Company and certain domestic consolidated subsidiaries havedefined benefit pension plans. Accrued retirement benefits to employees
have been provided principally at an amount calculated based on theretirement benefit obligation and the fair value of the pension plan

36

NISSIN FOODS HOLDINGS

assets, as adjusted for net unrecognized actuarial gain or loss andunrecognized prior service cost. The estimated benefit is attributed toeach period by the straight-line method over the estimated years ofservice of the eligible employees.
Net unrecognized actuarial gain or loss is credited or charged toincome in the year following the year in which the gain or loss was incurred.
Other consolidated subsidiaries have unfunded retirement benefit plans.
(k) Allowance for doubtful receivables
The allowance for doubtful receivables is calculated based on thehistorical experience with bad debts and an estimate of certain
uncollectible amounts determined after an analysis of specific individual
doubtful receivables.
(l) Income taxes
The provision for income taxes is computed based on the pretax income
included in the consolidated statements of income. Deferred tax assets
and liabilities are provided for temporary differences between thebalances of assets and liabilities reported for financial reporting purposes
and the corresponding balances for tax reporting purposes.
(m) Goodwill
Goodwill is amortized by the straight-line method over a certain periodreasonably determined for each investment on a case-by-case basis,but for no longer than 20 years, or are charged to income as incurred if
the amount is deemed to be immaterial.
(n) Stock options
In accordance with “Accounting Standard for Stock Options” (ASBJ(Accounting Standards Board of Japan) Statement No. 8, December
27, 2005), the Company and its domestic subsidiaries accounted forstock options granted to their directors, executive officers andemployees on and after April 3, 2009 as expense on the date of grant
based on the fair value at the grant date.
(o) Per share information
Basic net income per share is computed by dividing net income
available to common shareholders by the weighted-average number ofcommon shares outstanding for the period, retroactively adjusted forstock splits.
Diluted net income per share reflects the potential dilution that could
occur if stock options were exercised.
Cash dividends per share presented in the accompanying
consolidated statements of income are dividends applicable to therespective years, including dividends to be paid after the end of the year.
(p) Accounting changes and error corrections
Effective for the year ended March 31, 2012, the Group applied“Accounting Standard for Accounting Changes and Error Corrections”(ASBJ Statement No. 24, December 4, 2009) and “Guidance on
Accounting Standard for Accounting Changes and Error Corrections”(ASBJ Guidance No. 24, December 4, 2009). This accounting standard
and the guidance are applicable to accounting changes and correctionsof prior period errors which are made from the beginning of the fiscal
year that begins on or after April 1, 2011.

3. Cash and Cash Equivalents
A reconciliation of cash and deposits in the consolidated balance sheets and cash and cash equivalents in the consolidated statements of cash
flows at March 31, 2012 and 2011 is as follows:
Thousands of
U.S. dollars

Millions of yen

2012

2011

2012
$ 822,484¥ 67,600¥ 56,651

Time deposits with maturities exceeding three months(4,959)(4,794)(60,336)

Marketable securities redeemable within three months

9,100

10,100110,720¥ 71,741¥ 61,957$ 872,868

Cash and deposits

Cash and cash equivalents

4. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURE
The Group holds financial instruments according to its policy.
Investments are comprised of low-risk financial assets and borrowings
that are financed by banks. The Group is exposed to financial risks
such as credit risk on trade receivables, foreign currency risk on trade
payables, market risk on securities or interest rate risk on long-term

debt. The Group manages these risks and executes derivatives inaccordance with policies established and approved at a management
meeting of the Company, and no derivatives are used for trading or
speculative purposes.

(a) Fair value of financial instruments as of March 31, 2012 and 2011 are summarized as follows:
Millions of yen

2012Book value

Fair value

Cash and deposits¥ 67,600¥ 67,600

Trade receivables

46,49046,490Marketable securities and investments

Thousands of U.S. dollars
Unrealized
gain (loss)¥—

Book value$—

822,484$

565,641

Fair value

Unrealized
gain (loss)

822,484$—

565,641—

94,272

102,887

8,615

1,147,001

1,251,819$ 104,818

Total¥ 208,362¥ 216,977¥ 8,615$ 2,535,126$ 2,639,944

104,818

Trade payables

¥

$

$

¥ 44,877¥ 44,877

Short-term borrowings

1,781

1,781

Other payables

24,566

Accrued income taxes

6,814Long-term debt
Total

—

546,015546,015$——

21,66921,66924,566—

298,893

298,893

—

6,814

—

82,90582,905—

13,102

13,166¥ 91,140¥ 91,204¥64

159,411160,19164$ 1,108,893$ 1,109,673

—

780
$

780

Millions of yen

2011Book value

Fair value

Cash and deposits¥ 56,651¥ 56,651

Trade receivables

47,12547,125Marketable securities and investments

Unrealized
gain (loss)¥——

98,281

103,836

5,555

Total

¥ 202,057¥ 207,612¥ 5,555

Trade payables¥ 41,422¥ 41,422¥—

Short-term borrowings

1,692

1,692

—

Other payables

24,736

24,736—

Accrued income taxes

7,268

7,268

—

Long-term debt

13,14013,23292¥ 88,258¥ 88,350

Total

¥

92

Notes: 1.	Fair value of deposits, trade receivables andpayables, short-term borrowings, accrued
income taxes and other payables
approximate the book value because of theirshort-term clearing.
2.	Fair value of marketable securities andinvestments are quoted from market or
financial institutions.
3.	Fair value of long-term debt is calculatedwith assumed discount rate.

NISSIN FOODS HOLDINGS

37

(b) Maturity analysis for financial assets and securities with contractual maturities as of March 31, 2012 and 2011 is summarized as follows:
Millions of yen

March 31, 2012

Due within
one year

Due after
one yearthroughfive years

Due after
five years
throughten years

Due after
ten years

Cash and deposits¥ 67,600¥¥¥

Trade receivables

46,490

—

—

—

—

—

—

Securities with maturity dates classified as available-for-sale securities:
I. Bonds
National government

—

—

—

—

Corporate

504

5,761

10,479

3,776

Other

1,081

437

—

—

II. Other

9,251

5

412

—

¥ 124,926¥ 6,203¥ 10,891¥ 3,776

Total

Thousands of U.S. dollars

March 31, 2012

Cash and deposits$

Trade receivables

Due within
one year

Due after
one yearthroughfive years

822,484$

565,641—

Due after
five years
throughten years$——

Due after
ten years

$

—

—

—

Securities with maturity dates classified as available-for-sale securities:
I. Bonds
National government

—

—

—

—

6,132

70,094

127,497

45,942Other

13,152

5,317

—

—

II. Other

112,557

60

5,013

—

$ 1,519,966$ 75,471$ 132,510$ 45,942

Due within
one year

Due after
one yearthroughfive years

Due after
five years
throughten years

Due after
ten years

Corporate

Total

Millions of yen

March 31, 2011
Cash and deposits¥

Trade receivables

56,651¥

47,125

—
—

¥

—

¥

—

—

—

Securities with maturity dates classified as available-for-sale securities:
I. Bonds
National government

—

—

—

—

2,305

6,226

10,229

6,503

Other

3,285

1,592

—

—

II. Other

11,252

19

315

—

7,837

¥ 10,544

Corporate

Total

¥

120,618

¥

¥

6,503

(c) Carrying value of financial assets whose fair value cannot be reliably estimated at March 31, 2012 and 2011 are summarized as follows:
Thousands of
U.S. dollars

Millions of yen

March 31,

2012

2011

2012

Available-for-sale securities
Investments in unconsolidated subsidiaries and associates¥ 30,901¥ 30,533$ 375,970

Unlisted equity securities

3,194

3,202

38,861

Preferred equity securities

7,000

7,000

85,169

—

1,000

—

¥ 2,670¥ 3,153$ 32,486

Investment in anonymous partnership
Other

38

NISSIN FOODS HOLDINGS

5. Securities(a) Information regarding marketable securities classified as available-for-sale securities at March 31, 2012 and 2011 is summarized as follows:
Millions of yen

March 31, 2012

Thousands of U.S. dollars

Acquisition
cost

Carrying
value

Unrealized
gain (loss)

Acquisitioncost¥ 21,056¥ 33,406¥12,350$ 256,187

Carrying
value

Unrealized
gain (loss)

406,449$ 150,262

Securities whose carrying value
exceeds their acquisition cost:
I. Equity securities$

II. Bonds
National government
Corporate
III. Other
Subtotal

—

—

—

—

—

—

19,307

19,605298

234,907

238,533

3,626

1,035

1,200

165

12,593

14,6002,007¥ 41,398¥ 54,211¥12,813$ 503,687$

659,582$ 155,895¥ 22,477¥ 19,221¥ (3,256)$ 273,476$

233,861$ (39,615)

Securities whose carrying value
does not exceed their acquisition cost:
I. Equity securities
II. Bonds
National government

—

—

—

—

—

—

Corporate

6,318

5,988

(330)

76,871

72,856(4,015)

Other

1,518

1,518

—

18,46918,469

—

9,252

9,252

—

112,568

112,568—¥ 39,565¥ 35,979¥ (3,586)$ 481,384$

437,754$ (43,630)

Total¥ 80,963¥ 90,190¥ 9,227$ 985,071$ 1,097,336$ 112,265

March 31, 2011

Acquisition
cost

Carrying
value

Unrealized
gain (loss)¥ 11,816¥ 21,823¥ 10,007III. Other
Subtotal

Millions of yen

Securities whose carrying value
exceeds their acquisition cost:
I. Equity securities
II. Bonds
National government
Corporate
III. Other
Subtotal———

22,314

22,762

448

12

15

3

¥ 34,142¥ 44,600¥ 10,458¥ 31,600¥ 26,892¥ (4,708)

Securities whose carrying value
does not exceed their acquisition cost:
I. Equity securities
II. Bonds
National government
Corporate
Other
III. Other
Subtotal
Total

—

—

—

8,115

7,613

(502)
(1,727)

6,604

4,877

10,252

10,252—¥ 56,571¥ 49,634¥ (6,937)¥ 90,713¥ 94,234¥ 3,521NISSIN FOODS HOLDINGS

39

(b) Sales of investments in securities classified as available-for-sale securities for the year ended March 31, 2011 are summarized as follows:
Millions of yen

March 31,2011

Proceeds from sales¥ 1,022Aggregate gain

848

Aggregate loss—

Note: The respective transaction for the year ended March 31, 2012 is not disclosed due to its immateriality.

6. INVESTMENT PROPERTIESThe Group owns investment property such as buildings and land for rent in Tokyo and other areas. Net operating income from these properties
was ¥392 million (U.S.$4,769 thousand) and ¥419 million for the years ended March 31, 2012 and 2011 respectively. The details of investment
properties are as follows:
2012

Millions of yen

Thousands of
U.S. dollars

Net book value at March 31, 2011

¥ 3,348$ 40,735

Net change for the year ended March 31, 2012¥$

Net book value at March 31, 2012

¥ 3,371$ 41,015

Fair value at March 31, 2012

¥ 9,819$ 119,467

23

280

Notes: 1. Net book value represents net of accumulated depreciation.
2. Increase during the fiscal year ended March 31, 2012 mainly consisted of improvement of buildings.
3. Fair value is mainly calculated by the Company, based on the internal real estate appraisal standard.

2011

Millions of yen

Net book value at March 31, 2010

¥ 3,188

Net change for the year ended March 31, 2011¥

Net book value at March 31, 2011

¥ 3,348

Fair value at March 31, 2011

¥ 10,040

160

Notes: 1. Net book value represents net of accumulated depreciation.
2. Increase during the fiscal year ended March 31, 2011 mainly consisted of improvement of buildings.
3. Fair value is mainly calculated by the Company, based on the internal real estate appraisal standard.

7. Inventories
Inventories as of March 31, 2012 and 2011 are summarized as follows:
Thousands of
U.S. dollars

Millions of yen

Merchandise and finished goods
Raw materials and supplies
Total

40

NISSIN FOODS HOLDINGS

2012

2011

2012

¥ 9,652¥ 6,846$ 117,435

7,855

7,449

95,571¥ 17,507¥ 14,295$ 213,006

8. Loss on Impairment of Fixed Assets
The Group recognized losses on impairment of fixed assets for the years ended March 31, 2012 and 2011 as follows:
Location

Usage

Asset type

(March 31, 2012)
Natori City, Miyagi Prefecture and other locations

Idle assets

Land, machinery and equipment, and other assets

AJI-NO-MINGEI FOOD SERVICE CO., LTD. and other companies

Business assets

Buildings, machinery and equipment, and other assets

Nicky Foods Co., Ltd. and other companies

Idle assets

Land, machinery and equipment, and other assets

AJI-NO-MINGEI FOOD SERVICE CO., LTD. and other companies

Business assets

Buildings, machinery and equipment, and other assets(March 31, 2011)

The Group categorized fixed assets by manufacturing unit or usage.
The Group also evaluates idle fixed assets individually.
Consequently, the Group has written down the carrying value of
operating fixed assets whose profitability declined and idle fixed
assets whose fair value declined to their respective net recoverable
value or memorandum value. As a result, the Group recorded a loss
on impairment of fixed assets of ¥182 million (U.S.$2,214 thousand)in the accompanying consolidated statement of income for the year
ended March 31, 2012. The impairment loss for the year ended
March 31, 2012 consisted of losses on buildings and structures of¥36 million (U.S.$438 thousand), losses on land of ¥73 million(U.S.$888 thousand), and losses on other fixed assets of ¥73 million(U.S.$888 thousand).
Loss on impairment of fixed assets recognized in the year ended
March 31, 2011 was ¥152 million. This impairment loss consisted oflosses on land of ¥128 million, buildings and structures of ¥7 million,
machinery, equipment and vehicles of ¥15 million, and other fixed
assets of ¥1 million.
The recoverable value of the fixed assets for the years ended
March 31, 2012 and 2011 have been measured using their net selling
value based on an appraisal value determined by specialists and theirvalue in use, which is based on the estimated future cash flows
discounted at 5.0% in each year.

9. PROPERTY, PLANT AND EQUIPMENT
Under certain conditions such as exchanges of fixed assets of similarkinds and sales and purchases resulting from expropriation, Japanese
tax laws permit companies to defer the profit arising from suchtransactions by reducing the cost of the assets acquired or byproviding a special reserve in the equity section. The deferred gain on
property, plant and equipment taxable for tax purposes in the futurewas ¥1,223 million (U.S.$14,880 thousand) and ¥771 million as ofMarch 31, 2012 and 2011, respectively.

10. Land Revaluation Reserve
Based on the Land Revaluation Law and the Amended Land
Revaluation Law, the Company revalued the land it holds for use in
the course of ongoing operations at March 31, 2002. The resulting
land revaluation difference represents an unrealized devaluation ofland and has been debited directly, net of income taxes, under "Landrevaluation reserve" in equity. The market value of the land as ofMarch 31, 2012 and 2011 declined by ¥7,059 million (U.S.$85,886
thousand) and ¥6,842 million, respectively, compared with thecarrying value of the land revalued as of March 31, 2002 except apart impaired after the revaluation.

11. Short-term Borrowings and Long-Term Debt
Short-term borrowings, which amounted to ¥1,781 million(U.S.$21,669 thousand) and ¥1,692 million as of March 31, 2012 and2011, respectively, generally represent notes payable to banks.
Long-term debt (excluding the current portion thereof), amounted to¥13,102 million (U.S.$159,411 thousand) and ¥13,140 million as ofMarch 31, 2012 and 2011, respectively.
The average interest rates on short-term borrowings were 0.69%
and 0.92% at March 31, 2012 and 2011, respectively. The averageinterest rate on long-term borrowings at March 31, 2012 and 2011were 1.40% and 1.44%, respectively.

NISSIN FOODS HOLDINGS

41

Long-term debt at March 31, 2012 is as follows:
Millions of yen

Secured long-term borrowings at interest rate of 1.04%
Unsecured long-term borrowings at interest rates ranging from 1.09% to 1.90%
Lease obligations
Current portion of long-term debt

Thousands of
U.S. dollars¥ 4,000$ 48,668

10,314125,490

334

4,063

¥ 14,648$ 178,221(1,546)(18,810)¥ 13,102$ 159,411

The aggregate annual maturities of long-term debt subsequent to March 31, 2012 are summarized as follows:
Years ending March 31,

Millions of yen

Thousands of
U.S. dollars

2013¥ 1,546$ 18,810

2014

8,730

106,217

2015

1,058

12,873

2016

792

9,636

2017

1,099

13,3712018 and thereafter
Total

1,423

17,314¥ 14,648$ 178,221

12. Financial Covenants
A subsidiary of the Company entered into a syndicated loan agreementwith five financial institutions for which Mizuho Bank, Ltd. is thearranger. The debt amounting to ¥4,000 million (U.S.$48,668 thousand)and ¥4,500 million as of March 31, 2012 and 2011, respectively,
includes the following non-consolidated financial covenants.

1. The amount of equity on the balance sheets is required to be equalor larger than 75% of equity on the balance sheets as of September
30, 2008 or as of the previous fiscal year, whichever is larger.
2. Ordinary loss for two consecutive years is not allowed.

13. Pledged Assets
Assets were pledged as collateral for short-term borrowings of ¥300 million (U.S.$ 3,650 thousand), long-term debt of ¥6,679 million (U.S.$
81,263 thousand) and the current portion of long-term debt of ¥822 million (U.S.$10,001 thousand) as of March 31, 2012 and for long-term debtof ¥7,602 million and the current portion of long-term debt of ¥738 million as of March 31, 2011. The assets pledged are summarized as follows:
Thousands of
U.S. dollars

Millions of yen

2012

2011

2012

¥ 1,009¥ 1,176$ 12,276

Buildings and structures

1,393

502

16,949Machinery, equipment and vehicles

1,451

—

17,654Land

14. Accrued Retirement Benefits to Employees
The Company and domestic consolidated subsidiaries have defined
benefit pension plans and lump-sum payment plans, covering
substantially all employees who are entitled to lump-sum or annuity
payments, the amounts of which are determined by reference to their

42

NISSIN FOODS HOLDINGS

basic rates of pay, length of service, and the conditions under which
termination occurs.
(Exemption from benefit obligations with respect to substitutional
portion of governmental welfare pension plans)

On April 1, 2011, the Company and certain of its domestic
consolidated subsidiaries have obtained an approval from theJapanese Ministry of Health, Labor and Welfare for exemption from
benefit obligations related to past employee services with respect to a
substitutional portion of governmental welfare pension plans. Basedupon the approval, the Company and certain of its domestic consolidated
subsidiaries returned the minimum reserve on March 30, 2012.
The effect on the consolidated statements of income is ¥5,452
million (U.S.$66 million) and recorded as gain on transfer of benefit
obligation relating to employees’ pension fund.

The following table sets forth the funded and accrued status of the plans and the amounts recognized in the accompanying consolidatedbalance sheets as of March 31, 2012 and 2011 for the Company’s and the consolidated subsidiaries’ defined benefit pension plans:
Thousands of
U.S. dollars

Millions of yen(a) Retirement benefit obligation (Note 2)(b) Plan assets at fair value(c) Unfunded retirement benefit obligation (a+b)(d) Unrecognized actuarial loss (gain)(e) Accrued retirement benefit to employees, net (c+d)

2012

2011

2012

¥ (33,227)¥ (45,407)$ (404,271)

23,041

27,143

280,339¥ (10,186)¥ (18,264)$ (123,932)

736

1,946

8,955

¥ (9,450)¥ (16,318)$ (114,977)

Notes: 1. The above amounts include the substitutional portion of the employees’ pension fund.
2. Certain domestic consolidated subsidiaries apply a simplified method to calculate retirement benefit obligation.

The components of retirement benefit costs for the years ended March 31, 2012 and 2011 were as follows:
Thousands of
U.S. dollars

Millions of yen

2012

2011

2012
$ 13,615¥ 1,119¥ 1,261(b) Interest cost

717

962

8,724

(c) Expected return on pension assets

(483)

(612)

(5,878)(d) Amortization of actuarial loss (gain)

1,208(4,657)

14,698(e) Amortization of past service cost

(761)

—

(9,259)¥ 1,800¥ (3,046)$ 21,900(a) Service cost (Note 2)(f) Total net periodic pension cost (a+b+c+d+e)(g) Gain on transfer of substitutional portion of employees’ pension fund(h) Total (f+g)(5,452)—(66,334)¥ (3,652)¥ (3,046)$ (44,434)

Notes: 1. Employee’s contributions to defined benefit pension plans have been excluded.
2.	The components of retirement benefit costs of certain domestic consolidated subsidiaries, which have been calculated by a simplified method are included in service costin the above table.

The assumptions used in accounting for the above plans were a discount rate that was principally 2.5% and an expected rate of return on plan
assets of 2.5% for the years ended March 31, 2012 and 2011.

15. Income Taxes
Income tax applicable to the Company and its domestic consolidated
subsidiaries comprises corporate taxes, inhabitants' taxes andenterprise taxes which, in the aggregate, resulted in a statutory tax

rate of 40.33% for the years ended March 31, 2012 and 2011.
Overseas consolidated subsidiaries are subject to the income taxes of
the respective countries in which they operate.

NISSIN FOODS HOLDINGS

43

The difference between the Company’s statutory tax rate and the effective tax rate is not disclosed as the difference is less than five percent of
the statutory tax rate.
The tax effects of temporary differences which gave rise to significant portions of the deferred tax assets and liabilities at March 31, 2012 and2011 are presented below:
Thousands of
U.S. dollars

Millions of yen

2012

2011

2012

Deferred tax assets:

Unrealized losses on securities

¥

2,195

¥

2,806

$

26,706

Accrued retirement benefits to employees

3,413

6,592

41,526

Accounts payable

1,721

2,225

20,939992

1,184

12,070

1,127

1,452

13,712Other long-term payables

981

1,062

11,936

Depreciation and amortization

852

1,067

10,366

6,824

6,628

83,027

Loss on impairment of fixed assets
Accrued bonuses

Tax loss carryforwards of consolidated subsidiaries

239

2,208

2,908

Gross deferred tax assets

Other

18,34425,224

223,190

Less: Valuation allowance(11,892)(12,505)(144,689)

Total deferred tax assets

6,452

12,71978,501

Deferred capital gain on properties(1,755)(2,157)(21,353)

Unrealized gain (loss) on available-for-sale securities(3,375)(1,996)(41,063)

Revaluation gain recognized upon consolidation(3,084)(5,734)(37,523)

(471)

(404)

(5,731)(8,685)(10,291)(105,670)¥ (2,233)¥ 2,428$ (27,169)

Deferred tax liabilities:

Other
Total deferred tax liabilities
Net deferred tax (liabilities) assets

On December 2, 2011, “Act for Partial Revision of the Income Tax
Act etc. for the Purpose of Creating Taxation System Responding toChanges in Economic and Social Structures” (2011 Act No. 114) and“Act on Special Measures for Securing Financial Resources
Necessary to Implement Measures for Reconstruction Following theGreat East Japan Earthquake” (2011 Act No. 117), which concerns
reduction in corporation tax rates and imposed surtax regarding theSpecial Reconstruction Corporation Tax were promulgated in Japan
which changed the statutory tax rate from 40.33% to 37.68% for theyears beginning on April 1, 2012 through March 31, 2015, and to

35.31% for the years thereafter.
As a result of this change, deferred tax assets (net of deferred tax
liabilities) increased by ¥689 million (U.S.$8,383 thousand), net
unrealized gain on available-for-sale securities increased by ¥656
million (U.S.$7,982 thousand), income tax deferred decreased by ¥33
million (U.S.$402 thousand), deferred tax liabilities on land revaluation
decreased by ¥418 million (U.S.$5,086 thousand) and land revaluation
reserve increased by same amount, in the consolidated financial
statements for the year ended March 31, 2012.

16. Shareholders’ Equity
The Companies Act of Japan (the “Companies Act”), provides thatan amount equal to 10% of the amount to be disbursed as
distributions of capital surplus (other than the capital reserve) andretained earnings (other than the legal reserve) be transferred to thecapital reserve and the legal reserve, respectively, until the sum of
the capital reserve and the legal reserve equals 25% of the capitalstock account. Such distributions can be made at any time byresolution of the shareholders, or by the Board of Directors if certain
conditions are met.

44

NISSIN FOODS HOLDINGSThe Company’s legal reserve included in retained earnings
at March 31, 2012 and 2011 amounted to ¥6,280 million(U.S.$76,408 thousand).
Under the Companies Act, upon the issuance and sale of newshares of capital stock, the entire amount of the proceeds is required
to be accounted for as capital stock, although a company may, byresolution of the Board of Directors, account for an amount notexceeding one-half of the proceeds of the sale of new shares asadditional paid-in capital included in capital surplus.

Movements in issued common stock and treasury stock for the years ended March 31, 2012 and 2011 are summarized as follows:
Number of shares

2012
March 31, 2011

Increase

Decrease

March 31, 2012

Common stock and treasury stock:

Common stock

117,463,685——

117,463,685

Treasury stock

6,795,554

500,923

5,284

7,291,193

Number of shares

2011
March 31, 2010

Increase

Decrease

March 31, 2011

Common stock and treasury stock:

Common stock

117,463,685——

117,463,685

Treasury stock

6,813,604

1,333

19,383

6,795,554

17. Research and Development Costs
Costs relating to research and development activities are charged toincome as incurred. Research and development costs included incost of sales and selling, general and administrative expenses totaled¥4,385 million (U.S.$53,352 thousand) and ¥4,081 million for theyears ended March 31, 2012 and 2011, respectively.

18. Leases
accumulated depreciation/amortization and net book value of theproperty leased to the Group at March 31, 2012 and 2011, which
would have been reflected in the accompanying consolidated balance
sheets if finance leases, without transferring the ownership to thelessee starting on or before March 31, 2008 which are currently
accounted for as operating leases, had been capitalized:(a) Finance leases
Leased assets presented in the accompanying consolidated balance
sheet as of March 31, 2012 consisted of those under finance lease
contracts that do not transfer ownership to the lessee and which wereentered into on or after April 1, 2008, principally for vending machines
for the instant noodle business.
The following pro-forma amounts represent the acquisition cost,
Millions of yen

2012

Machinery and vehicles
Equipment
Intangible fixed assets and other
Total

Thousands of U.S. dollars

Acquisition
cost

Accumulated
depreciation/amortization

Net bookvalue

Acquisition
cost

Accumulated
depreciation/amortization

Net book
value

¥ 264

¥ 236

¥ 28

$ 3,212$ 2,871

$ 341

155

129

26

1,886

1,570

316

6

6

0

73

73

0

¥ 425

¥ 371

¥ 54

$ 5,171$ 4,514$ 657

Millions of yen

2011
Machinery and vehicles

Acquisition
cost

Accumulated
depreciation/amortization

Net book
value

¥ 463

¥ 384

¥ 79

Equipment

289

222

67

Intangible fixed assets and other

140

122

18

¥ 892

¥ 728

¥ 164

Total

NISSIN FOODS HOLDINGS

45

Future minimum lease payments subsequent to March 31, 2012 for finance leases accounted for as operating leases are summarized as follows:
Millions of yen

Year ending March 31,

Thousands of
U.S. dollars

20132014 and thereafter

¥ 47
7

85

Total

¥ 54

$ 657

$ 572

Note: The acquisition cost and future minimum lease payment under finance leases presented in the above tables include the imputed interest expense.

Lease payments relating to finance leases accounted for as operating leases in the accompanying consolidated financial statements amounted to¥109 million (U.S.$1,326 thousand) and ¥185 million, which were approximately equal to the depreciation of the leased assets computed by thestraight-line method over the respective lease terms assuming a nil residual value for the years ended March 31, 2012 and 2011, respectively.
(b) Operating leases
The Group has lease commitments under non-cancelable operating leases as follows:
Thousands of
U.S. dollars

Millions of yen

2012

2011

2012

As a lessor
Due within one year¥

Due over one year
Total

34

¥

34

$

414

1,598

1,632

19,443¥ 1,632¥ 1,666$ 19,857

19. Derivative Financial Instruments
As described in Note 2(e), the Group utilizes derivatives to hedge the risk of fluctuations in foreign exchange rate and interest rate on certain
liabilities. Contract amounts of outstanding derivative positions accounted for by hedge accounting as of March 31, 2012 are ¥2,259 million(U.S.$27,485 thousand) for interest rate swap and ¥13 million (U.S.$158 thousand) for forward foreign exchange contracts.
The outstanding balance of derivative contracts which do not qualify for hedge accounting at March 31, 2012 and 2011 are as follows:
Thousands of U.S. dollars

Millions of yen

Contracts
outstanding

Expiring
beyondone yearCall options on U.S. dollars, buy$ 2,500$—

Put options on U.S. dollars, sell

3,500

—

March 31, 2012

Thousands of U.S. dollars

Fair value

Unrealized
gain (loss)¥¥

Fair value

Unrealized
gain (loss)

Currency options:

Total
Thousands of U.S. dollars

0

0

0

$

0

(42)

(511)

(511)

¥ (42)¥ (42)$ (511)$ (511)Millions of yen

Contracts
outstanding

Expiring
beyondone year

Fair value

Unrealized
gain (loss)

Call options on U.S. dollars, buy$ 5,500$ 2,500¥¥

Put options on U.S. dollars, sell

7,700

3,500

March 31, 2011

$

(42)

Currency options:

Total

5

5

(95)

(95)

¥ (90)¥ (90)

Notes: 1.	Fair values of currency option contracts are valued at the market rates reported by the financial institutions handling these transactions for the Group, as of the end of the
fiscal year.
2.	Disclosure of fair value information on derivatives of forward foreign exchange contracts and interest rate swaps has been omitted, because almost all open derivatives
positions qualified for hedge accounting at March 31, 2012 and 2011.

46

NISSIN FOODS HOLDINGS

20. Amounts per Share
Amounts per share at March 31, 2012 and 2011 for the years then ended were as follows:
Yen

EquityCash dividends applicable to the year

U.S. dollars

2012

2011

2012

¥ 2,545.31¥ 2,454.67$ 30.97

75.00

70.00

0.91

2012

2011

Net income(Millions of yen)

Weightedaverage
number ofshares(Thousandsof shares)

Per share(Yen)

Per share(U.S. dollars)

Per share(Yen)¥ 18,539

110,367¥ 167.97$ 2.04¥ 187.56

—

252

—

—

—

¥ 18,539

110,619¥ 167.59$ 2.04¥ 187.30

Net income—basic
Stock options
Net income—diluted

The amounts per share of equity have been computed based on thenumber of shares of common stock outstanding at the year-end.
Basic net income per share has been computed based on the net
income available for distribution to shareholders of common stockand the weighted-average number of shares of common stock

outstanding during the year.
Cash dividends per share represent the cash dividends proposedby the Board of Directors as applicable to the respective fiscal years
together with the interim cash dividends paid.

21. Stock options
Stock options as of March 31, 2012 are as follows:No.

Date of
grant

Persons
grantedMillions of yen(Thousands of
U.S. dollars)

Yen(U.S. dollars)

Number of shares for options
GrantedandvestedExercised

Canceled

2

June 26, 200912 Directors

74,30011,000—3

June 26, 2009

9 Executive Officers andEmployees

3,155

210

—

4

June 26, 200932 Directors of subsidiaries

11,284

2,829

—

6

June 29, 201011 Directors

73,200

8,700

—

7

June 29, 2010

10 Executive Officers andEmployees

5,710

121

—

8

June 29, 2010

31 Directors of subsidiaries

21,329

2,978

—

9

June 29, 2011

8 Directors

73,200——10June 29, 2011

13 Executive Officers

11,049——11

June 29, 201135 Directors of subsidiaries

22,677

1,664—

Fair value
at grantdate¥ 2,325($28)¥ 2,677($33)¥ 2,677($33)¥ 2,616($32)¥ 3,003($37)¥ 3,003($37)¥ 2,141($26)¥ 2,614($32)¥ 2,614($
32)

Averagestock priceat exercise—¥ 3,080($37)¥ 2,926($36)—¥ 3,080($37)¥ 2,930($36)——¥ 2,930
($
36)

Book
value

¥ 147
($ 1,789)
¥
8
($
97)
¥
23
($ 280)¥ 169($ 2,056)¥
17($ 207)¥55($ 669)¥ 157($ 1,910)¥
29($ 353)¥55($ 669)Notes: 1. All stock options granted were vested.
2. The exercise period is 40 years from the grant date of each option.
3. The exercise price is ¥1 for each option.

NISSIN FOODS HOLDINGS

47

The stock options as of March 31, 2011 are as follows:
Number of shares for options
Date of
grant

No.

2

Persons
grantedJune 26, 200912 Directors

GrantedandvestedExercised

74,30011,000Yen

Millions of yen

Canceled

Fair value
at grant
date

Averagestock priceat exercise—¥ 2,325¥ 3,265

¥

Book
value

147

3

June 26, 2009

9 Executive Officers
and Employees

3,155

—

—

¥ 2,677

—

¥

9

4

June 26, 200932 Directors of subsidiaries

11,284

1,394—¥ 2,677¥ 3,265¥26

6June 29, 201011 Directors

73,2008,700—¥ 2,616¥ 3,265¥169

7

June 29, 2010

10 Executive Officers
and Employees

5,710

—

—

¥ 3,003

—

¥

17

8

June 29, 2010

31 Directors of subsidiaries

21,3291,248—¥ 3,003¥ 3,265¥

60

Notes: 1. All stock options granted were vested.
2. The exercise period is 40 years from the grant date of each option.
3. The exercise price is ¥1 for each option.

The fair value of options granted as of the grant date was estimated using the Black-Scholes option-pricing model based on the following assumptions:

Volatility of stock price:
Estimated remaining outstanding period:
Estimated dividend:

No.9

No.10

No.11

23.51%

26.16%

26.16%

13.0 years

4.6 years

4.6 years¥ 70 per share¥ 70 per share¥ 70 per share

1.41%

0.36%

0.36%

Risk free interest rate:

22. OTHER COMPREHENSIVE INCOME
Other comprehensive income for the year ended March 31, 2012 were as follows:
Millions of yen

Thousands of
U.S. dollars¥ 3,707$ 45,103

Unrealized gain (loss) on available-for-sale securities
Gain (loss) arising during the year
Reclassification adjustments to profit or loss for the year
Amount before income tax effect
Income tax effect
Total

1,999

24,322

5,706

69,425

1,704

20,733¥ 4,002$ 48,692¥$

Land revaluation reserve
Gain (loss) arising during the year
Reclassification adjustments to profit or loss for the year

—
—

—
—

Amount before income tax effect——

Income tax effect

374

4,550

Total

¥

374

$

4,550

Foreign currency translation adjustments
Gain (loss) arising during the year

¥ (1,768)

Reclassification adjustments to profit or loss for the year
Amount before income tax effect
Income tax effectTotal$ (21,511)——(1,768)(21,511)——¥ (1,768)$ (21,511)

Share of other comprehensive income (loss) in associates
Gain (loss) arising during the year
Total
Total other comprehensive income (loss)

48

NISSIN FOODS HOLDINGS¥ (2,800)$ (34,067)¥ (2,800)$ (34,067)¥$ (2,336)(192)

23. Segment Information(a) Overview of reportable segments
The Group’s reportable segments are those for which separate financial
information is available and regular evaluation by the Board of Directors
is being performed in order to decide how resources are allocatedamong the Group. According to the operating unit strategy of seven
operating companies in Japan and four overseas business regions, thereportable segments consist of “Nissin Food Products,” “Myojo Foods,”“Chilled and frozen foods,” “The Americas” and “China”. The segmentsof “Nissin Food Products,” “Myojo Foods,” “The Americas” and “China”
are operating the business of manufacturing and selling Cup- andpillow-type noodles. The “Chilled and frozen foods” is operating thebusiness of manufacturing and selling chilled and frozen foods.

(b) Net sales, income or loss, assets and other items by reportable segments
Millions of yen
NissinFood
Products

Myojo
Foods

Chilledandfrozenfoods

The
Americas

China

Subtotal

Others

Total

Sales to third party¥ 199,284¥ 42,005¥ 53,434¥ 24,432¥ 18,695¥ 337,850¥ 42,825¥ 380,675

Intersegment sales

303

1,051

578

—

85

2,017

16,62018,637(18,637)—

199,587

43,05654,012

24,432

18,780339,867

59,445399,312(18,637)

380,675

Segment income(loss)

20,517

2,753

1,565

(341)

1,043

25,537

2,058

27,595(1,383)

26,212

Segment assets

129,794

48,45628,88812,27525,786245,199

88,111

333,310

81,407414,717

8,405

1,039

1,209

753

473

11,8793,076

14,955—

14,955

—

—

—

—

—

—

26,39926,399—26,399

8,573

682

1,557

2,211

756

13,7795,191

18,970(33)

18,937

Reconciliations

Consolidated—$ 4,631,646

Year ended
March 31, 2012

Reconciliations

Consolidated—¥ 380,675

Net sales

Total

¥

Other items
Depreciation andamortization
Investments inassociates
Capital investment

Thousands of U.S. dollars
NissinFood
Products

Myojo
Foods

Chilledandfrozenfoods

The
Americas

China

Subtotal

Others

Total

Sales to third party$ 2,424,674$ 511,072$ 650,128$ 297,262$ 227,461$ 4,110,597$ 521,049$ 4,631,646

Intersegment sales

3,687

12,788

7,032

—

1,034

24,541

202,214226,755(226,755)—

2,428,361

523,860

657,160

297,262

228,495

4,135,138

723,2634,858,401(226,755)

4,631,646

Segment income(loss)

249,629

33,496

19,041(4,149)12,690310,707

25,039335,746(16,826)

318,920

Segment assets

1,579,195

589,561

351,478

149,349

313,736

2,983,319

1,072,041

4,055,360

990,473

5,045,833

102,263

12,641

14,710

9,162

5,755

144,531

37,425

181,956—

181,956

—

—

—

—

—

—

321,195

321,195—

321,195

104,307

8,298

18,944

26,901

9,198

167,648

63,159230,807(402)

230,405

Year ended
March 31, 2012

Net sales

Total

$

Other items
Depreciation andamortization
Investments inassociates
Capital investment

Notes: 1. “ Others” consists of the operating segments not included in reportable segments. It includes domestic confectionary, beverages and food service business and overseas
business in Europe and Asia.
2. O perating loss under “Reconciliations” amounted to ¥1,383 million (U.S.$16,826 thousand), consisting of minus ¥577 million (U.S.$7,026 thousand) from retirement benefit
expenses, minus ¥750 million (U.S.$9,128 thousand) from the amortization of goodwill and minus ¥56 million (U.S.$675 thousand) from other items including elimination ofintersegment transactions.
3. Segment income is reconciled to operating income of consolidated statements of income.
4. S egment assets under “Reconciliations” includes the asset which cannot be allocated to any particular segment amounting to ¥81,407 million (U.S.$990,473 thousand).
The amount mainly consists of ¥73,870 million (U.S.$898,771 thousand) of surplus investment funds, ¥2,649 million (U.S.$32,228 thousand) of goodwill, and ¥4,888 million(U.S.$59,474 thousand) of other investments.

NISSIN FOODS HOLDINGS

49

Millions of yen
NissinFood
Products

Myojo
Foods

Chilledandfrozenfoods

The
Americas

China

Subtotal

Others

Total

Sales to third party¥ 196,080¥ 42,570¥ 51,353¥ 26,455¥ 18,373¥ 334,831¥ 40,101¥ 374,932

Intersegment sales

719

1,093

534

—

181

2,527

15,146

17,673(17,673)—

196,799

43,66351,88726,455

18,554

337,358

55,247

392,605(17,673)

374,932

Year ended
March 31, 2011

Reconciliations

Consolidated—¥ 374,932

Net sales

Total

¥

Segment income

22,773

2,427

1,815

1,377

989

29,381

1,748

31,1293,409

34,538Segment assets

131,687

48,00027,184

11,86625,901

244,638

87,460332,098

77,651

409,749

7,406

1,073

966

654

455

10,554

2,273

12,827—

12,827

—

—

—

—

—

—

28,833

28,833—

28,833

15,915

1,046

1,987

1,365

1,076

21,3899,421

30,810(0)30,810

Other items
Depreciation andamortization
Investments inassociates
Capital investment

Notes: 1.	“Others” consists of the operating segments not included in reportable segments. It includes domestic confectionery, beverages and food service business and overseas
business in Europe and Asia.
2.	Operating income under “Reconciliation” amounted to ¥3,408 million (U.S.$40,986 thousand), consisting of ¥4,042 million (U.S.$48,611 thousand) from retirement benefit
expenses, minus ¥750 million (U.S.$9,020 thousand) from the amortization of goodwill and ¥115 million (U.S.$1,383 thousand) from other items including elimination ofintersegment transactions.
3.	Segment income is reconciled to operating income of the consolidated statements of income.
4.	Segment assets under “Reconciliation” includes the asset which cannot be allocated to any particular segment amounting to ¥77,650 million (U.S.$933,854 thousand). The
amount mainly consists of ¥69,254 million (U.S.$832,880 thousand) of surplus investment funds, ¥3,399 million (U.S.$40.878 thousand) of goodwill, and ¥4,996 million(U.S.$60,084 thousand) of other investments.

(c) Supplemental information
Information by product or service groups
Millions of yen(Thousands of U.S. dollars)Year ended March 31, 2012

Sales to third party

Instant noodle
andassociatedbusiness

Other business

Consolidated¥ 332,766($ 4,048,741)¥ 47,909($ 582,905)¥ 380,675($ 4,631,646)

Millions of yen

Year ended March 31, 2011

Instant noodle
andassociatedbusiness

Sales to third party¥

333,462

Other business¥ 41,470

Consolidated¥

374,932

Notes: 1. Classification of the businesses is based on product types and characteristics.
2. Major products of each business:		 (1) Instant noodle and associated business: pillow-type instant noodles, cup-type instant noodles, chilled foods and frozen foods
		 (2) Other business: confectioneries, beverages and the food service business

50

NISSIN FOODS HOLDINGSGeographical information
Millions of yen(Thousands of U.S. dollars)Year ended March 31, 2012

Japan

North America

Other areas

Consolidated

Sales to third party¥ 329,676($ 4,011,145)¥ 24,495($ 298,029)¥ 26,504($ 322,472)¥ 380,675($ 4,631,646)

Property, plant and equipment¥ 114,219($ 1,389,695)¥ 7,118($ 86,604)¥ 5,023($ 61,114)¥ 126,360($ 1,537,413)

Japan

North America

Millions of yen

Year ended March 31, 2011

Other areas

Consolidated

Sales to third party¥

322,349¥ 26,515¥ 26,068¥

374,932

Property, plant and equipment¥

115,014¥¥¥125,882

5,987

4,881

Note: Classification of the countries or regions is based on geographical proximity.

Information by major customers
Millions of yen(Thousands of U.S. dollars)
Sales

Main reportablesegment

Mitsubishi Corporation¥ 131,590($ 1,601,046)

Nissin Food
Products

ITOCHU Corporation¥
90,036($ 1,095,462)

Nissin Food
Products

Year ended March 31, 2012

Millions of yen

Year ended March 31, 2011

Main reportablesegment

Sales

Mitsubishi Corporation¥

127,846

Nissin Food
Products

ITOCHU Corporation¥

89,083

Nissin Food
Products

Information on loss on impairment of fixed assets by reportable segments
Millions of yen(Thousands of U.S. dollars)Year ended March 31, 2012

Loss on impairment of
fixed assets

Myojo
Foods

Chilledandfrozenfoods

The
Americas

China

OthersEliminations
or corporate

Consolidated

¥—
($ —)

¥—
($ —)

¥—
($ —)

¥—
($ —)

¥ 182
($ 2,214)

¥—
($ —)

¥ 182
($ 2,214)

NissinFood
Products

Myojo
Foods

Chilledandfrozenfoods

The
Americas

China

OthersEliminations
or corporate

Consolidated

¥ 14

¥—

129

¥—

¥—

¥

NissinFood
Products¥0($ 0)Millions of yen

Year ended March 31, 2011
Loss on impairment of
fixed assets

¥

9

¥—

¥

152

Note: “ Others” consists of the operating segments not included in reportable segments. It includes domestic confectionery, beverages and food service business and overseas
business in Europe and Asia.

NISSIN FOODS HOLDINGS

51

Information on goodwill by reportable segments
Millions of yen(Thousands of U.S. dollars)NissinFood
Products

Myojo
Foods

Chilledandfrozenfoods

Amortization of goodwill

¥—
($ —)

¥
398
($ 4,842)

Balance of goodwill

¥—
($ —)

Year ended March 31, 2012

The
Americas

China

OthersEliminations
or corporate

Consolidated¥ 147($ 1,788)

¥
($

45
548)

¥—
($ —)

¥ 160
($ 1,947)

¥—
($ —)

¥ 750
($ 9,125)¥ 1,805($ 21,961)¥ 220($ 2,677)¥ 227($ 2,762)

¥—
($ —)

¥ 397
($ 4,830)

¥—
($ —)

¥ 2,649($ 32,230)

Myojo
Foods

Chilledandfrozenfoods

The
Americas

China

OthersEliminations
or corporate

Consolidated

Millions of yen

Year ended March 31, 2011

NissinFood
Products

Amortization of goodwill

¥—

¥

398

¥

147

¥

45

¥—

¥

160

¥—

¥

Balance of goodwill¥—¥ 2,203

¥

367

¥

272

¥—

¥

557

¥—

¥ 3,399

750

Note: “ Others” consists of the operating segments not included in reportable segments. It includes domestic confectionery, beverages and food service business and overseas
business in Europe and Asia.

24. RELATED PARTY TRANSACTIONSThe Group had concluded lease contracts with related parties, whose
shares are wholly owned by certain directors of the Company andtheir relatives. The amount of lease payments to these companies forthe years ended March 31, 2012 and 2011 were ¥507 million(U.S.$6,169 thousand) and ¥319 million, respectively, and theoutstanding balance of lease obligations at March 31, 2012 and 2011were ¥60 million (U.S.$730 thousand) and ¥17 million, respectively.

25. Subsequent Events(a) The following distribution of retained earnings of the Company, which has not been reflected in the accompanying consolidated financial
statements for the year ended March 31, 2012, was approved at a meeting of the shareholders of the Company held on June 28, 2012:
Millions of yen

Cash dividends (¥35 = U.S.$0.43 per share)(b) Investment in the new company of Jinmailang Group
1. Purpose of investment
On April 17, 2012, in order to accelerate implementation of additional
investment in Jinmailang Group, a partner in the business of instantnoodles in the People’s Republic of China (PRC), the Company has
invested in Jinmailang Nissin Foods Co., Ltd. (hereinafter referred toas the “Jinmailang Nissin Foods”), which is jointly established by
Jinmailang Foods Co., Ltd. (hereinafter referred to as the “Jinmailang
Foods”) and Hebei Jinmailang Paper Products Co., Ltd. (hereinafterreferred to as the “Jinmailang Paper Products”).

52

NISSIN FOODS HOLDINGS¥ 3,856

Thousands of U.S. dollars$ 46,916

2. Profile of Jinmailang Nissin Foods
Name: Jinmailang Nissin Foods Co., Ltd.
Business description: Production, sales, and research anddevelopment of instant foods
Common stock: CNY 600 million(approximately ¥7.82 billion or U.S.$95.1 million)
3. Overview of investment
Date of investment: April 17, 2012
Investment amount: CNY 500 million(¥6.52 billion or U.S.$79.3 million)
Shareholding after investment: 14.29%

4. Investment method
A Hong Kong-based 100% subsidiary of the Company, Nissin Foods
Co., Ltd. (hereinafter referred to as “Nissin Foods Hong Kong”) is
underwriting a third-party allotment of Jinmailang Nissin Foods(self-funded).
5. OtherAfter the investment, material assets of Jinmailang Foods andJinmailang Paper Products will be transferred to Jinmailang Nissin
Foods. During the year ending March 31, 2013, Nissin Foods Hong
Kong will acquire additional shares of Jinmailang Nissin Foods in theamount of CNY 510 million. The percentage of the Company’s total
shareholding will be 33.4%.
(C) Investment in shares of Frente Co., Ltd.
1. Purpose of investment
On May 11, 2011, the Company and Frente Co., Ltd. (hereinafterreferred to as “Frente”) agreed to enter into a capital and businesstie-up (hereinafter referred to as the “tie-up contract”) and have been
establishing and strengthening the alliance in all areas of businessactivities such as R&D, marketing, purchase, production and sales inaiming for realization of both Groups’ corporate visions.
On May 21, 2012, the Company has resolved in the Board of
Directors’ meeting to sign the agreement which amends the tie-up
contract and also resolved to increase its shareholding in Frente from
5.03% to 20% through third-party allotment and in an off-floor trade.
Frente will be an associate and consolidated by the equity method.

2. Profile of Frente
Name: Frente Co., Ltd.
Business description: A holding company of subsidiaries engaged in
production and sales of snacks
Consolidated results and consolidated financial status (Year ended
June 30, 2011):
Common stock: ¥401 million (U.S.$4,879 thousand)Sales: ¥33,547 million (U.S.$408,164 thousand)Operating income: ¥519 million (U.S.$6,315 thousand)Net income: ¥321 million (U.S.$3,906 thousand)3. Overview of investment(1) Shares acquired through third-party allotment
Number of shares: 653,000 shares
Schedule of investment: June 20, 2012
Investment value: ¥1,378 million (U.S.$16,766 thousand)Shareholding after investment: 19.0%(2) Shares acquired through off-floor trade
Percentage of shares: 1% of total shares outstanding
Schedule of investment: August 2012
Investment value: ¥90 million (U.S.$1,095 thousand)Shareholding after investment: 20.0%
Note: The above 1% investment shall be executed upon completionof notification to The Japan Fair Trade Commission.

NISSIN FOODS HOLDINGS

53

54

NISSIN FOODS HOLDINGS

Business Areas of Consolidated Subsidiaries and associates

Company

CapitalConsolidated Subsidiaries
NISSIN FOOD PRODUCTS CO., LTD.
MYOJO FOODS CO., LTD.
NISSIN CHILLED FOODS CO., LTD.
NISSIN FROZEN FOODS CO., LTD.
NISSIN CISCO CO., LTD.
NISSIN YORK CO., LTD.
AJI-NO-MINGEI FOOD SERVICE CO., LTD.
NISSIN BUSINESS SUPPORT CO., LTD.
NISSIN ASSET MANAGEMENT CO., LTD.
Sapporo Nissin Co., Ltd.
Nissin Plastics Co., Ltd.
Nissin F.D. Foods Co., Ltd.
Kagawa Nissin Food Products Co., Ltd.
Nissin Enterprise Corporation
Ajinihon Co., Ltd.
NISHINIHON MYOJO CO., LTD.
UNI-STAR CO., LTD.
MYOJO SUPPLY SERVICE. CO., LTD.
Saitama Nissin Food Products Co., Ltd.
MYOJO FRESH CO., LTD.
Shikoku Nissin Food Products Co., Ltd.
Takamatsu Nissin Food Products Co., Ltd.
Mie Nissin Food Products Co., Ltd.
Circle Liners Co., Ltd.
Nicky Foods Co., Ltd.
Uji Kaihatsu Development Co., Ltd.
Nissin Netcom Co., Ltd.
Nissin Foods (U.S.A.) Co., Inc.
MYOJO U.S.A., INC.
Nissin Foods de Mexico S.A. de C.V.
Nissin Foods Co., Ltd.
Winner Food Products Ltd.
Miracle Foods Co., Ltd.
Nissin Foods (China) Holding Co., Ltd.
Shanghai Nissin Foods Co., Ltd.
Guangdong Shunde Nissin Foods Co., Ltd.

¥5,000 million¥3,143 million¥100 million¥100 million¥2,600 million¥870 million¥365 million¥50 million¥50 million¥250 million¥450 million¥100 million¥100 million¥300 million¥95 million¥90 million¥150 million¥90 million¥30 million¥400 million¥98 million¥80 million¥100 million¥50 million¥60 million¥100 million¥24 million
U.S.$83,500 thousand
U.S.$5,000 thousand
MXN 149,134 thousand
HK$671,600 thousand
HK$29,975 thousand
HK$21,000 thousand
U.S.$40,500 thousand
U.S.$44,000 thousand
HK$130,000 thousand

Zhuhai Golden Coast Winner Food
Products Ltd.

HK$84,000 thousand

Guangyougnan Food Products(Shenzhen) Co., Ltd.

HK$11,000 thousand(As of March 31, 2012)

EquityOwnership (%)

Business Area

Instant noodle manufacturing and marketing
Instant noodle manufacturing and marketing
Chilled food marketing
Frozen food marketing
Confectionery manufacturing and marketing
Beverage and dairy product manufacturing and marketing
Food service
Intergroup business support
Real estate and leasing management
Instant noodle manufacturing and marketing
Container manufacturing and marketing
Ingredient manufacturing and marketing
Ingredient manufacturing and marketing
Shipping and warehousing
Soup manufacturing and marketing
Instant noodle manufacturing and marketing
Soup manufacturing and marketing
Contracted manufacturing
Chilled and frozen food manufacturing and marketing
Chilled food manufacturing and marketing
Frozen food manufacturing and marketing
Frozen food manufacturing and marketing
Frozen food manufacturing and marketing
Shipping and warehousing
Frozen food manufacturing and marketing
Golf course management
Real estate and restaurant management
Instant noodle manufacturing and marketing
Chilled food manufacturing and marketing
Instant noodle manufacturing and marketing
Instant noodle manufacturing and marketing
Instant noodle and frozen food manufacturing and marketing
Container manufacturing and marketing
Invests in businesses in China
Instant noodle manufacturing and marketing
Instant noodle manufacturing and marketing

100.0
100.0
100.0
100.0
100.0
100.0
76.1
100.0
100.0
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
46.4 (46.4)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
95.1
(1.1)
100.0
90.0
96.0
100.0
100.0
74.0
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)
100.0 (100.0)

Instant noodle manufacturing and marketing

70.5 (70.5)

Frozen food manufacturing and marketing

100.0 (100.0)

INR 1,650,000 thousand
INR 500 thousand
HUF 1,000,000 thousand
EUR 25 thousand

Instant noodle manufacturing and marketing/
Supervising Asian business
Instant noodle manufacturing and marketing
Instant noodle marketing
Instant noodle manufacturing and marketing
Instant noodle marketing

associates Accounted for by the Equity Method
Nissin-Ajinomoto Alimentos Ltda.
BRL 12,688 thousand

Instant noodle manufacturing and marketing

50.0

Instant noodle manufacturing and marketing

20.5

Holding company of instant noodle businesses

33.5

NISSIN FOODS (ASIA) PTE. LTD.
Indo Nissin Foods Ltd.
Nissin Foods India Ltd.
Nissin Foods Kft.
Nissin Foods GmbH

THAI PRESIDENT FOODS PUBLICCOMPANY LIMITEDMAREVEN FOOD HOLDINGS LIMITED
Note: The figures in (SG$98,239 thousand

THB 180,000 thousand
RUB 398 thousand

100.0
95.3 (95.3)
100.0 (100.0)
100.0
100.0 (99.0)) of equity ownership show percentage of indirect ownership.

NISSIN FOODS HOLDINGS55

CORPORATE DATA
Nissin Foods Holdings Co., Ltd.

History

Head Office28-1, 6-chome, Shinjuku, Shinjuku-ku

1948

Chukososha Co., Ltd. established.

1958

Chicken Ramen, the world’s first instant noodle product, introduced;
Company name changed to Nissin Food Products Co., Ltd.

1963

Listed on the Second Section of the Tokyo and Osaka Stock Exchanges.

1970

Nissin Foods (U.S.A.) Co., Inc., the Company’s first overseas operation,
established in Gardena, California.

Osaka 532-8524, Japan1971

Cup Noodle introduced; Kanto Plant begins operation.

Telephone: 81-6-6305-7711

1972

Listed on the First Section of the Tokyo, Osaka and Nagoya Stock Exchanges.

Fax: 81-6-6304-1288

1973

Shiga Plant and General Research Center begin operation.

Website1975

Shimonoseki Plant begins operation;
Nissin-Ajinomoto Alimentos Ltda. established in São Paulo, Brazil.

1977

Construction of new headquarters completed;main office moved to its present location in Yodogawa-ku, Osaka.

1984

Nissin Foods Co., Ltd. established in Hong Kong.

1988

Construction of Tokyo Head Office building completed;
Central Research Institute begins operation.

1990

Capital participation in Yoke Co., Ltd. (now NISSIN YORK CO., LTD.).

1991

Capital participation in Cisco Co., Ltd. (now NISSIN CISCO CO., LTD.).
Bangalore Plant of Indo Nissin Foods Ltd. begins operation.

1992

Long-life fresh noodles developed; Nissin Rao introduced.

1993

Nissin Foods GmbH established in Germany; PT. NISSINMAS begins operation.

1994

Nissin Foods (Thailand) Co., Ltd. begins operation.

1995

Nissin Spa-O introduced.

1996

Guangdong Shunde Nissin Foods Co., Ltd., Nissin-Universal Robina Corporation,
Shizuoka Plant, and Shanghai Nissin Foods Co., Ltd. begin operation.

1997

Nissin’s “hungry?” series wins the International Advertising Festival(CANNES LIONS).

1999

Share unit (minimum trading unit) reduced from 1,000 shares to 100 shares.
The Momofuku Ando Instant Ramen Museum in Ikeda City, Osaka Prefecture,
the world’s first instant noodle museum, opened.

2001

Consolidated net sales exceeded ¥300 billion for the first time;TM
contracted as official supplier to the 2002 FIFA World Cup .

2002

Food Safety Research Institute established; Nissin GooTa series introduced.

2003

Aggregate sales of Cup Noodle brand since launch in 1971 top 20 billion servings.

2004

Capital alliance with Hebei Hualong F&N Industry Group Co., Ltd. (now, Jinmailang
Nissin Foods Co., Ltd.), gives Nissin Food Group the No. 1 global share.

2005

Nissin Foods marks a world first with its Space Ram, developed
for the space shuttle Discovery.

2006

Aggregate sales of Cup Noodle brand 25 billion servings in the world.

2007

MYOJO FOODS CO., LTD. becomes a wholly owned subsidiary of Nissin Foods; Food
Safety Evaluation & Research Institute CO., LTD. begins operation in
Shanghai, China.

2008

The Group completes transformation to a pure holding company
effective October 1, 2008.

2009

Capital alliance with MAREVEN FOOD HOLDINGS LIMITED (formerly, ANGLESIDELIMITED), a Russian instant noodle holding company.

2011

CUPNOODLES MUSEUM (officially, Momofuku Ando Instant Ramen Museum) opened in
Minatomirai, Yokohama.

Tokyo 160-8524, Japan
Telephone: 81-3-3205-5111
Fax: 81-3-3205-5059

Osaka Head Office
1-1, 4-chome, Nishinakajima, Yodogawa-ku

http://www.nissinfoods-holdings.co.jp

Research Institutes
Research Institute of Food Science and Technology
Food Safety Research Institute(As of March 31, 2012)

56

NISSIN FOODS HOLDINGSInvestor Information (NISSIN FOODS HOLDINGS CO., LTD.)
As of March 31, 2012 (U.S.$1=¥82.19)

Date of Establishment

We areproud ofour products

Distribution of Ownership among Shareholders

September 1948

Number of Employees
L Financial Institutions
L Other Corporations
L Foreign Corporations
L Individuals and Other
L Treasury Stock

423 (parent company)
7,533 (consolidated basis)

Common Stock
Authorized: 500,000,000 shares
Issued: 117,463,685 shares
Number of Shareholders: 44,188(Excluding owners of odd-lot shares)

24.80%
41.79%
14.89%
12.30%
6.22%

Principal Shareholders

Paid-in Capital¥25,123 million ($306 million)

Stock Listings
Tokyo Stock Exchange andOsaka Securities Exchange(Ticker Code: 2897)

Independent Auditors
Deloitte Touche Tohmatsu LLC

Transfer Agent
Mizuho Trust & Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo, Japan

Name

Number of
Shares Held(Thousands)

Percentage ofTotal Shares
Outstanding

7,904
7,800
7,800
7,201
4,000
3,375
2,775
2,629
2,460
2,361
48,305

6.72%
6.64
6.64
6.13
3.40
2.87
2.36
2.23
2.09
2.00
41.12

Ando Foundation
Mitsubishi Corp.
ITOCHU Corp.
State Street Bank and Trust Company
Ando International Y.K.
Mizuho Corporate Bank, Ltd.
Japan Trustee Services Bank, Ltd. (Account in Trust)
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
ONO PHARMACEUTICAL CO., LTD.
EZAKI GLICO CO., LTD.
Total

Note: In addition to the above, the Company holds 7,291,193 shares of treasury stock.

Per Share Data (NISSIN FOODS HOLDINGS CO., LTD. AND CONSOLIDATED SUBSIDIARIES)
Years ended March 31,

First, We invented them
In 1958, Nissin founder Momofuku Ando invented the world’s
first instant noodles. The product was Chicken Ramen,
inexpensive, tasty noodles that could be prepared simply byadding boiling water. Momofuku Ando, who constantly pursued
flavor and convenience, went on to develop an even moreconvenient product: Cup Noodle, the world’s first cup-typeinstant noodles. Thus began the history of the NISSIN FOODSGroup as the instant noodle pioneer.

Net income per share (EPS)
Equity (book-value) per share (BPS)
Price earnings ratio (PER) (Times)
Price-to-book ratio (PBR) (Times)
Dividend
Payout ratio (%)
Share price: High
Low

2008
¥ 111.17¥ 2,310.36
30.2
1.5¥ 50.00
44.98¥ 4,610¥ 3,2102009¥ 129.98¥ 2,287.21
22.3
1.3¥ 50.00
38.47¥ 4,100¥ 2,2802010¥ 177.02¥ 2,406.26
17.8
1.3¥ 60.00
33.89¥ 3,590¥ 2,6102011¥ 187.56¥ 2,454.67
15.6
1.2¥ 70.00
37.32¥ 3,340¥ 2,7302012¥ 167.97¥ 2,545.31
18.4
1.2¥ 75.00
44.70¥ 3,195¥ 2,812

Notes: 1. From the fiscal year ended March 31, 2008, number of issued shares excludes the numbers of treasury stocks at term-end.
2. Equity per share = (Equity - Minority interests - Stock acquisition rights) / Number of shares outstanding as of the year-end (excluding treasury stock)
3. Price earnings ratio and price-to-book ratio are calculated based on the share price at year-end.

Further Information
For further information, please contact:
ir Office, FInancial Headquarters

Share Price Range and Trading Volume on TSE
5,000

(Yen)

(Thousands of share)

4,000

Regularly updated IR information in English is also

3,000

available on NISSIN FOODS HOLDINGS website at

2,000

http://www.nissinfoods-holdings.co.jp/english/

1,000
0

12,000Share Price (Left)

Tel: 81-3-3205-5027 Fax: 81-3-3205-5019

15,0009,000
Trading Volume (Right)

6,000
3,000

4
5
2011

6

7

8

9

10

11

12

1
2
2012

3

4

5

6

0

NISSIN FOODS HOLDINGS

57

Annual Report 2012NISSIN FOODS HOLDINGSAnnual Report 2012