Annual Report 2009
Year ended March 31, 2009NISSIN FOODS HOLDINGSContents
01 Philosophy
02 Branding Corporation
10 Financial Highlights
11 President’s Message
16	Review of Operations
20 Quality and Safety
21	Environmental Activities

22	Social Contribution Activities
24 Corporate Governance and Compliance
26 Board of Directors and Officers
27 Financial Section
58	Worldwide Network
60 Corporate Data
61	Investor Information

NISSIN FOODS HOLDINGS CO., LTD. and its seven principal companies (together,“the NISSIN FOODS Group”) believe that there should be no borders to theenjoyment of good food. In 1958, Nissin Chicken Ramen became the world’s first
instant noodle product. In 2009, customer-focused branding based on originality,
convenience and responsibility is enabling us to develop innovative and fun foodfor the potential satisfaction of people everywhere on Earth.

“Earth Food Creator” expresses the corporate philosophy
of NISSIN FOODS Group, a company that creates food forpeople all over the world. “Earth Food Creator” also refers
to a company that respects and draws on the bountyof nature for wholesome ingredients that are served up
in innovative products our customers find to be tasty,
convenient and thoroughly enjoyable.

Branding
CORPORATION

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NISSIN FOODS HOLDINGS CO., LTD.

The NISSIN FOODS Group aspires to create and develop market-leading brands
in our chosen food product categories for markets around the world—in otherwords, to be a Branding Corporation. To realize this vision, in 2008 the Groupestablished 11 profit centers, consisting of seven operating companies in Japanand four overseas business regions, to maximize the Group’s corporate contribution on the basis of a more flexible, efficient and responsive management.

NISSIN FOODS HOLDINGS CO., LTD.

03

O

RIGINAL

Customers recognizethat there canonly ever be one

original. Being thefirst adds value toour brand.

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NISSIN FOODS HOLDINGS CO., LTD.

CUP NOODLE is another Nissin original. We invented the concept of noodles

packaged, prepared and eaten in the same container so people could eat whenever and wherever they were hungry, bowl or no bowl. If there is an improvement
to be made, a way to make things safer, a new food product concept, we want
to be the first—the one and only ORIGINAL.

NISSIN FOODS HOLDINGS CO., LTD.

05

GO FAN, new flavored rice products cook in a microwave oven with the additionof only tap water. Consumers tell us that the flavor and texture are just likehomemade, but preparation takes a fraction of the time—especially when you
consider the normal cooking time for rice. When we make food more convenient,
we don’t want to diminish the quality.

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NISSIN FOODS HOLDINGS CO., LTD.

CC

Making products that make lifeeasier gives our customers more
free time at the office,outdoors and at home.

onvenient
NISSIN FOODS HOLDINGS CO., LTD.

07

esponsible
There is no room for compromise when it
comes to assuring food safety anda sustainable environment.

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NISSIN FOODS HOLDINGS CO., LTD.

HEALTHFUL FOOD ENJOYMENT is the primary aim of every plan and process

at NISSIN FOODS Group. We are tackling initiatives to ensure food safety andenvironmental protection—two preconditions to the preparation and enjoyment
of delicious food. We monitor raw and processed food under the strictest standards and work to achieve a recycling-based society that will be the pride ofgenerations to come.

NISSIN FOODS HOLDINGS CO., LTD.

09

Financial
Highlights
Millions of yen

Millions of
U.S. dollars *1

PercentchangeYears ended March 31,

2009

2008

2007

2009

%

For the year
Net sales
Operating income
Net income¥ 362,057
23,552
15,891¥ 385,470
27,672
13,591¥ 358,238
33,735
18,969$ 3,686
240
162

(6.1)
(14.9)
16.9¥ 408,729
		 285,569¥ 392,695
		 288,844¥ 410,407
		 288,476

		$ 4,161
2,907

4.1
(1.1)

		¥ 129.98

		¥ 111.17

		¥ 156.12

		$ 1.32

16.9

		

		

		

		

At year-end
Total assets
Net assets*2
Per share (Yen and U.S. dollars)
Net income
Cash dividends applicable toearnings of the year
Net assets

50.00

50.00

50.00

2,287.21

2,310.36

2,304.40

6.5
4.0
5.7
13.5

7.2
3.4
4.8
13.4

9.4
4.9
7.0
12.9

Value & performance indicators
Operating margin (%) *3
Return on assets (%) *4
Return on equity (%) *5
Inventory turnover (Times) *6

0.51

—

23.28

(1.0)

Notes: 1. U.S. dollar amounts represent translations of yen, for convenience only, at U.S.$1 = ¥98.23, the approximate rate prevailing on March 31, 2009.
2. Net assets: In compliance with the Corporate Law, from fiscal 2007, net assets include minority interests.
3. Operating margin = Operating income / Net sales
4. Return on assets = Net income / Average total assets
5. Return on equity = Net income / Average total net assets
6. Inventory turnover = Cost of sales / Average total inventory

Nissin Foods Holdings Consolidated Sales by Category(Years ended March 31)

10.8%

16.2%

13.7%

59.3%

(Millions of yen)

2009

2008

■ Instant Noodles			■ Pillow-type Instant Noodles¥ 58,447¥ 64,915■ Cup-type Instant Noodles
214,831
237,537■ Chilled and Frozen Foods
49,55944,369■ Other Business
39,22038,649
Total
362,057
385,470

6.6%

2007
¥

57,871
226,315
41,282
32,770358,238

Nissin Foods Holdings Consolidated Sales by Geographic Area

7.2%

(Excluding Intersegment Sales) (Years ended March 31)(Millions of yen)

86.2%

■ Japan■ North America■ Others
Total

2009

2008

2007

¥ 311,954
26,12623,977362,057¥ 329,984
29,55925,927385,470¥ 303,718
30,50524,015358,238

Forward-looking Statements
This report contains forward-looking statements regarding the Company’s plans, outlook, strategies and results for the future that are based on management's
estimates, assumptions and projections at the time of publication. Certain risks and uncertainties could cause the Company’s actual results to differ materiallyfrom any projections presented in this report. These risks and uncertainties include, but are not limited to, the domestic and international economic circumstances
surrounding the Company’s businesses, competitive activity, related laws and regulations, product development programs and exchange fluctuations.

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NISSIN FOODS HOLDINGS CO., LTD.

President’s
MESSAGEto Be NUMBER

ONE

President

Koki AndoNISSIN FOODS HOLDINGS was firstout of the gate with the world’s original
instant noodles in 1958. Fifty years later,
the industry we launched is still opening
up new markets around the world. To win
hearts in each of those markets, we strive
to out-distance the competition not only
through innovation, but also through ourcommitment to deliver the ultimate in foodsafety and customer enjoyment.

NISSIN FOODS HOLDINGS CO., LTD.

11

President’s
MESSAGEOn October 1, 2008, our 50th anniversary, NISSIN FOODS HOLDINGS CO., LTD. (“the Company”) implemented a transformation to a holding company structure. We are embarked on a new course, suited tothe times and in pursuit of the unlimited potential of food.

Review of Business Performance
In the year ended March 31, 2009, the Company posted consolidated net sales of ¥362,057 million(U.S.$3,686 million), a 6.1% decrease from the previous year. Numerous factors contributed to the sales
decline, including a drop off in selling power resulting from the first price increase in 17 years, sharp yen
appreciation, a change in the sales mix caused by factors such as open pricing*, a sales decline caused
by a transferred odor problem and a global recession triggered by the economic crisis in the U.S.
Operating income fell by 14.9% year on year to ¥23,552 million (U.S.$240 million). The decrease is attributable to factors including higher expenses related to retirement benefits, higher manufacturing costs
due to soaring prices of flour and other raw materials, the sales decline and advertising costs to publicize
a product recall and correct product storage methods.
* Open pricing is a method of pricing by which the manufacturer does not include advertising and promotion costs in shipping
prices and does not decide suggested retail prices. Ordinarily, open pricing leads to selling at low prices.

In the Food Industry, Economic Recession is
an Opportunity for Growth
The year under review brought an unprecedented business environment in which we had to cope withboth inflation and deflation in a single fiscal year. The first half began with sharp inflation in the prices ofoil and flour and other raw materials, and in the second half, Japan’s economy saw deflationary trends inprices of consumer goods.
To cover the higher prices for raw materials, in January we felt it was unavoidable that we raise prices
for instant noodles in Japan, the Company’s mainstay products—the first increase in 17 years. To accomplish this, we implemented a sales policy for these products that enabled retailers to sell them at appropriate prices with the aim of bringing market prices, which had fallen too far, in line with brand value.
We simultaneously expanded the range of products sold under an open price system, to satisfy theneeds of those retailers and consumers who demand everyday-low-pricing or uniform ¥100 pricing.
These measures to support the market price of flagship products, while also allowing open pricing
on other products proved successful. We were able to secure an increase in operating profit, excluding
retirement benefits expenses, amid sharp increases in raw materials costs.

Product Quality Enhancements Necessary to Protect Brands
Amid what has been called a “once in a hundred year recession,” we undertook quality improvements
appropriate to the times for products for which we implemented price increases, even as we offeredother items intended to sell at low prices. The low-priced products are open price products and products
developed jointly with retailers or private brands.
An example of a quality improvement is the switch from styrofoam to the paper ECO cup as the packaging material for Cup Noodle, our mainstay product. Paper-based packaging materials make it possible to reduce flavor loss by better sealing out moisture, and they reduce CO2 emissions. With regard

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NISSIN FOODS HOLDINGS CO., LTD.

to Donbei Japanese-style noodles, we perfected a “straight noodle technology” that made it possible toconvert wavy noodles to completely straight ones 32 years after the product’s introduction.
Also, as an experiment, we introduced Cup Noodle Light, a new product having only 198 calories thatoffers the same flavor as regular Cup Noodle, which has 364 calories. The introduction enables us torecommend Cup Noodle Light to customers who watch their calories.

Consumer Safety Increased: the Transferred Odor Problem
and an Improved Paper Cup
The food products industry faced another major problem in 2008. A spate of news reports involving
tampering with food products and food mislabeling shook consumer confidence in food products, andconsumer wariness about food safety and quality increased. The NISSIN FOODS Group (“the Group”)
experienced a problem in October when odor from insect repellent was transferred to a subsidiary’s
product. It turned out that the problem was caused by the way the customer stored the product andnot a problem in the manufacturing, distribution or retailing processes. Nevertheless, we believe that asa manufacturer with a well-known brand, we should take responsibility for our products until the timeof consumption. We ran advertising promoting to customers the optimal product storage methods. We
also improved the Cup Noodle container by changing to a new composition with improved sealing, ensuring that odors will not be transferred under any circumstances. For a brand manufacturer, damage
to a brand can be a life-or-death matter. A product that is not safe is not a food product. We check anddouble check the meat, leeks, eggs, shrimp and flour we use in our products. We are exceptionally careful about our quality control because it benefits no one, not even competitors if defects are found in our
products. That’s what brand management is all about. We are very sensitive to this, and it is probably
fair to say that no other company in the processed food industry is more sensitive about safety than us.

Overseas Markets—Improved Profitability
in North America and Market Expansion in Russia
Although we recorded a loss of ¥1,482 million (U.S.$15 million) in the full year results for North
America, in fact we recorded the first quarterly profit in several years in the fourth quarter. Until recently, selling prices had fallen altogether too low. At a time of soaring prices of crude oil and wheat
and other raw materials, we took the opportunity to raise prices. Products with selling prices ofabout a dollar began to sell well, among them CHOW MEIN, Souper Meal and Bowl Noodles (spicy
and sour noodles in lemon and lime flavor containing red pepper). In Japan we offer not only the
cup-type products such as Cup Noodle, but also a wide variety of products in bowls and fried-type
noodles, and similar product range development has finally begun in the U.S.
We have entered into a business alliance in Russia, the only BRICs market that we had not yet
entered. Total annual demand for pillow-type instant noodles in Russia has grown to approximately
two billion servings, or about 14 servings per person. Russia, together with the Ukraine and othersurrounding countries, represents a promising new market with a population of about 300 million.
Accordingly, in December 2008 we entered into an agreement for a capital alliance with Angleside
LIMITED (currently, MarEven Food Holdings LImited), parent company of LLC Mareven FoodCentral, Russia’s largest instant noodle maker. As our equity position is currently 14.9%, the company is not yet an equity method subsidiary. Through this alliance with a leading manufacturer, we
anticipate synergy over the medium to long term to increase corporate value for both parties.

NISSIN FOODS HOLDINGS CO., LTD.

13

President’s
MESSAGE“

We seek to be a Branding Corporationthat can create numerous brands loved bycustomers for years to come.

”NISSIN FOODS as a Branding Corporation
The Group aims to be a Branding Corporation, which we define as a conglomerate that creates anddevelops market-leading brands in our chosen food product categories. The Group has many brands
in product lines including instant noodles, chilled food products, frozen food products, cereal products,
confectionaries, and lactic acid bacterial beverages. We seek to be a Branding Corporation that can create numerous brands loved by customers for years to come.
To realize this vision, in October 2008, we shifted to a holding company structure and launched theGroup consisting of seven operating companies in Japan and four overseas business regions. By increasing the number of presidents from one to 11, we aim to establish a business structure that can
maximize the Group’s overall corporate value through the operating company presidents on the basisof a more flexible, efficient management system. A characteristic of this corporate structure is that theholding company is positioned below the operating companies so as to support the 11 companies thathave profit center responsibility.

Growing and Profiting Together with Stakeholders
The Company constantly strives to boost the Group’s earning potential. We recognize that the enhancement of corporate value and appropriate shareholder returns are the most important management priorities and have formulated a basic policy of providing continuous and stable shareholder returns. In accordance with this policy, we will continue to aim for a full-year dividend payout ratio of 30%, and we plan
to pay an annual dividend of ¥50 (U.S.$0.51) for the year under review.
The structure of the instant noodles business is such that business performance doesn’t deteriorate
substantially as a result of economic recession. The food products sector has always been called a defensive sector, and it is a stable business provided major accidents can be avoided. The global economy
may be in recession, but we consider this a time of growth.
We will continue to reward the expectations and confidence of our stakeholders by pursuing global
business development centered on our brand business. I ask your continued support and encouragement in the years to come.

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NISSIN FOODS HOLDINGS CO., LTD.

Worldwide debut of

Cucina della Nissin
It is a new line of instant pasta products
based on our “straight noodle” technology,
released simultaneously in the Americas,
Asia and Europe in April 2009. The namemeans “ Kitchen” in Italian.

Worldwide
PRODUCTS WITH GLOBAL TASTE can bring more color and fun to tables

everywhere. Although we originated instant noodles in Japan, they werealways meant to be a world food. And, today they are fast becoming so.
But, with so many cultures and so many interpretations of great taste, we
are now exploring new foods and new themes for existing foods to realize
a higher level of enjoyment.

NISSIN FOODS HOLDINGS CO., LTD.

15

Reviewof Operations

Instant
Noodles
Review of Performance
In the results for pillow-type instant noodles in Japan, the NISSIN FOODS Group (“the Group”) engaged in a number of marketing initiatives, including the launch of products commemorating the50th anniversary of the founding of Nissin Foods.
A notable example from the Chicken Ramen series, launched 50 years ago, is W (Double) Tamago
Pocket, a product reintroduced with improved
egg preservation performance. Also, sales of the
MYOJO HYOUBANYA series of open price products and products developed jointly with retailers
increased sharply in keeping with an increase in
consumer thriftiness.
In developments related to the mainstay Cup Noodle
series, the Group improved its new environmentfriendly paper ECO cup. We also introduced a number of new products, notably microwavable Range
Style products that can be prepared using tap waterand Cup Noodle Light, a low-calorie product thathas the same flavor as the regular product. Furthermore, we endeavored to increase brand value by
replacing the noodles in Nissin-no-Donbei series
with straight noodles that more closely resemble
traditional hand-rolled noodles and by reintroducing
Nissin Yakisoba U.F.O. with improvements such asincreased volume.
MYOJO Kiwamen, a product with superb mouthfeel produced using super non-fry preparation
technology, has caught the attention of the public,

and sales are steadily increasing. This product has
been a success at convenience stores, where sales
volumes increased even after the price revision.
Nevertheless, overall sales volumes in Japan decreased as a result of factors including the impactof limiting the discount sales of mainstay products,
the transferred odor problem and lower unit selling
prices attributable to a higher proportion of open
price product lines in the sales mix. Meanwhile,revenue from overseas decreased, owing to the impact of exchange rates, notwithstanding favorable
sales of existing products in North America.

Future Direction
Amid sweeping change in the market environment,
notably slumping consumption and erratic fluctuation in raw materials prices, the Group plans tocope with the fragmentation of consumer needs
into distinct purchase behaviors driven by quality,
price and novel technologies or concepts. The solution is to divide products into three product categories: Core brands, Price brands and Concept
brands. The Group will pursue higher customer
satisfaction through new efforts that emphasize
the enhancement of noodles and ingredients using
new technologies, the expansion of product linesthat offer excellent value for money and the development of fun products.

75.5%
of total consolidated sales

Consolidated Sales (Years ended March 31)(Billions of yen)

’05
’06
’07
’08
’09
0

16

50

100

150

NISSIN FOODS HOLDINGS CO., LTD.

200

250

■ Pillow-type■ Cup-type

Instant Noodles

Pillowtype
Net sales¥58,447 million

Instant Noodles

cup-type
Net sales¥ 214,831 million

NISSIN FOODS HOLDINGS CO., LTD.

17

CHilled andFrozen foods
Net sales¥ 49,559 million

Review of Performance
The market for chilled foods, chiefly fresh noodles,and easy-to-prepare frozen foods with freshcooked flavor continues to show stable growth.
Sales of chilled foods increased, in particular,
products such as the Tsukemen no Tatsujin series
and the Nissin Yakiudon fried-noodle series. Salesof frozen foods also increased, as Nicky Foods
Co. Ltd. was newly included in the scope of
consolidation during the fiscal year under review.

Consolidated Sales (Years ended March 31)(Billions of yen)

’05
’06
’07

13.7%
of total consolidated sales

’08
’09
0

18

Future Direction
NISSIN CHILLED FOODS will focus on developmentof new flavors of Tsukemen, a growth category.
NISSIN FROZEN FOODS will strive to reinforce andnurture brands in the frozen food sector, where room
for market development remains, by introducing
seasonal products for spring and summer, suchas Nissin Sharishari Ice Soup Noodles and Frozen
Nissin Pirikara Maze Soba, to satisfy continually
diversifying consumer needs.

10

20

30

NISSIN FOODS HOLDINGS CO., LTD.

40

50

Review of Performance
In the Ciscorn breakfast cereal series, the Frostand Mild Chocolate flavors of Ciscorn BIG, introduced in family-size packaging for family
consumption, have been highly popular among
consumers—ranking first and second, respectively, in unit sales among Nissin Cisco cereal
products from April 2008 to March 2009. In addition, the confection Coconut Sable, and the lactic
acid bacterial beverage Pilkul continued to deliver
strong sales performance.

Consolidated Sales (Years ended March 31)(Billions of yen)

’05
’06
’07

Future Direction
Nissin Cisco plans to further expand its product range and increase sales by offering a diverse
product lineup centered on the mainstay Ciscorn
series. For instance, it will offer products on alimited-time basis in addition to the three regular
Ciscorn BIG items. NISSIN YORK aims to respondto heightened health consciousness and develop
new customers with Pilkul Slim, a product that offers the same great taste as long-selling Pilkul with30% fewer calories.

10.8%
of total consolidated sales

’08
’09
0

10

20

30

40

Other
business
Net sales¥ 39,220 million

NISSIN FOODS HOLDINGS CO., LTD.

19

Qualityand Safety







that they may contain. The system also checks allergenic substances. Furthermore, in April 2008, theFood Safety Research Institute obtained certification
for ISO 17025 (the international standard for testing
capabilities and management systems) on analysesof residual agricultural chemicals, veterinary pharmaceuticals, and microbe tests and is continuing to
upgrade its quality control systems.
The Food Safety Research Institute also performs
safety audits under Nissin’s Inspection Standards for
Food Safety (NISFOS), established in 2004. It covers
food safety management systems, general hazardous substance countermeasures, manufacturing
standards, facilities maintenance and sanitation at
the plants of raw materials suppliers. Evaluation iscarried out objectively using inspection checklists,
and the inspection results are expressed numericallyas “Safety inspection points.” If the plant receives
a low score, remedial guidance will be provided. In
process control, the institute posts supervisors to
supplier sites to confirm “4M Control,” (the confirmation of materials, methods, machines and manpower
involved in manufacturing processes).
Analysis accuracy, quality surveys and processcontrol are together the backbone of our productquality assurance.



To Assure Complete Confidence in Our Products
In 2002, NISSIN FOODS HOLDINGS established the
Food Safety Research Institute to develop scientifically based quality assurance, allowing consumers
and their families to enjoy food with total trust in its
quality and safety. The institute performs the critical tasks of checking the quality of daily production(central control system) and assessing the amount of
hazardous substances that the product may contain.
It also develops new testing and analysis procedures
against emerging hazardous substances. Throughquality surveys and process control at the manufacturing sites, we are taking crucial responsibility forthe quality of our products.
The FOOD SAFETY EVALUATION & RESEARCHINSTITUTE in Shanghai, China commenced fullscale operation in January 2007, marking thecompletion of a system for restricting the export ofChina-originated raw materials to only those thathave been confirmed to have good quality.
Since the raw materials used in our products arein wide variety and numerous and also are supplied
from all over the world, we have developed NASRAD-550. This is a proprietary automated system forsimultaneous detection and analyzes traces of agricultural chemicals and veterinary pharmaceuticals

Fish
farms

Farms

Breeders

Feedplants

Inspection and analysis of theenvironment and veterinaryuse pharmaceuticals

Inspection and analysis of
the environment and residual
agricultural chemicals

Inspection and analysis of theenvironment and veterinaryuse pharmaceuticals, management of animal growth
status and water control

Management of hygiene
and manufacturing process,and safety inspection,
improvement and instruction

Detection of residual agricultural chemicals, veterinary-use
pharmaceuticals, cancer-causing substances, geneticallymodified organisms and microbial levels in ingredients

Quality control at plants andinvestigation of analysis gap
and correction

Food Safety Research InstituteConsumers

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NISSIN FOODS HOLDINGS CO., LTD.

Nissin and Nissin’s plants

Ingredient plants

Environmental
activities
Our refill product,

Cup Noodle Refill
It combines minimal-packaging
noodle packs with a sturdy,
reusable serving cup—higher
resource savings.

For a Future of Healthful Food Enjoyment
To build a harmonious coexistence with society
and improve the global environment, the Groupestablished the Environmental Charter in 1999, agroup-wide commitment to business activities thatfurthers the interests of environmental protection
and resource conservation.
Since the start of fiscal 2008 (year ended March
31, 2008), the Group has implemented global warming countermeasures aiming at reducing CO2 emissions by fiscal 2011 to a level 13% below emissions
in fiscal 2005. Our activities have steadily produced
results. For instance, we have sharply reduced CO2
emissions by converting the fuel for the boilers
used in noodle manufacturing at our main plantsfrom heavy oil to natural gas, which emits less CO2
when burned.
In May 2007, we established the Basic Guidelines on Environmentally Friendly Container andPackaging Design. Expanding our environmental
measures beyond production activities to the

products themselves, in March 2007, we launchedsales of Cup Noodle as a refill product called Cup
Noodle Refill to lower the volume of throw-away
containers and packaging materials. This ecofriendly product promotes the concept “Delicious
eating in eco-style.”
In April 2008, we reduced CO2 emissions further
by replacing the traditional styrofoam Cup Noodle
container with the ECO cup, a newly developed
paper container. The ECO cup name comes fromthe motto “For Ecology, for Customers, for Originality.” The ECO cup is not only eco-friendly, it is also
consumer-friendly, listing allergenic substances andsodium chloride equivalents in a large, readable label, and improving preservation of flavor and freshness through better sealing performance.
As the pioneer inventor of instant noodles,
which have become a “world food” in both nameand reality, we will continue to engage in businessactivities aimed at the realization of a sustainable
society.

NISSIN FOODS HOLDINGS CO., LTD.

21

Social contribution
activities
Out of a keen awareness of corporate social responsibility, NISSIN FOODS HOLDINGS
engages in activities in and with local communities that contribute to the realizationof a better society by promoting harmonious coexistence. In 2008, we launched the
Hyakufukushi* project to carry on the socially beneficial activities of Momofuku Ando,
the founder of Nissin Foods.
* The project name means “One hundred followers,” and was taken from “fukushi,” the term forthe retainers of a diplomatic mission head in the Edo period. It refers to Nissin employees andothers who are inspired to follow Momofuku Ando’s ideals.

Follow-up on the Kenya Oishii Project
Since 2008, we have provided distribution
support for the serving of Chicken Ramen inschool meals for undernourished children in
Africa, while simultaneously helping to establish
local instant noodle production infrastructure tofurther economic independence within Kenya.
This project was named the Kenya Oishii Project(oishii means “delicious” in Japanese). In 2009, we
held a ceremony at the Jomo Kenyatta Universityof Agriculture & Technology, to mark the openingof a new laboratory building to house a donatedinstant noodle manufacturing laboratory andmanufacturing equipment (to be collectively
known as the Oishii Project Laboratory). The
university was introduced to us by JICA (the Japan
International Cooperation Agency), which supports
the socioeconomic development, recovery andeconomic stability of developing regions.

Newly developed

Canned Chicken Ramen
The extended shelf life was achieved by
the removal of oxygen from the container
and curbing of deterioration of oil and othercontents by means of an included deoxidizer in a plastic container.

Idle to Idol Project Trains
Nature Experience Leaders
Launched last year in the first year of the Hyakufukushi project, the Nature Experience Activities
Leader Development Project has been nicknamed the “Idle to Idol project,” because it gives
retirees and other members of the baby boom
generation a new and purposeful active postemployment alternative. This project gives Group
employees and third-party company employees
aged 50 or older special training toward certification as a volunteer guide for children’s outdoor
activities. The Ando Foundation, established by
Nissin founder Momofuku Ando plans to open
the Momofuku Ando Nature Experience Activities
Advanced Leader Training Center in April 2010
in Nagano Prefecture. The Group provides additional support for this undertaking.

The Canned Chicken Ramen
Just-in-Case Project
The Group has donated newly developed longterm storage cans to three local governments in
Osaka as disaster rations.
In Osaka, the birthplace of instant noodles,
we have delivered to local governments a totalof 100,000 servings of newly developed Canned
Chicken Ramen (long-term storage cans for disaster relief). In light of the fact that food is themost necessary commodity in times of disaster,
we developed this product to permit storage forthree years. (The ordinary shelf life for pillow-type
Chicken Ramen is six months and five months for
Cup Noodle.)

NISSIN FOODS HOLDINGS CO., LTD.

23

Corporate Governanceand compliance

NISSIN FOODS HOLDINGS (“the Company”) regards the enhancement andreinforcement of corporate governance as an important management priority,
along with the provision of safe, high-quality food and the conduct of business thatmaximizes the interests of all stakeholders. All corporate officers and employeesof the Company and its subsidiaries are tasked with corporate social responsibility
under the Nissin Foods Code of Ethics and Nissin Foods Code of Complianceand strive to obey relevant laws and regulations and practice ethical behavior in theperformance of their duties.

Basic Policy on Corporate Governance
The Company strives to achieve highly objective
and transparent management by appointing
multiple outside directors and outside corporate
auditors and actively reflecting the opinions ofoutside experts in management. In June 1998,
we introduced an executive officer system topromote rapid decision-making and to separate
management oversight from business execution.
The Board of Directors consists of eighteen
members: fourteen directors, including two outside
directors, and four corporate auditors, including
two outside corporate auditors. The Board meets
monthly and convenes extraordinary meetings
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 Company has a Chief Officers Committee(CO Committee), consisting of the full-time

24

NISSIN FOODS HOLDINGS CO., LTD.

directors, standing corporate auditors andexecutive officers, which meets monthly. Also, theManagement Committee, consisting of the fulltime directors and standing corporate auditors,
meets twice monthly to discuss matters to be
decided by the Board and to discuss and decidematters delegated to it by the Board. In addition,
the Investment and Loan Strategy Committee,
consisting of the full-time directors, standing
corporate auditors, executive officers, anddepartment managers, meets monthly to conduct
preliminary assessments of and discuss importantinvestment projects.
The Company has adopted the statutory
auditor system. The Board of Corporate Auditors(“BCA”) consisting of four corporate auditors,
including two outside corporate auditors, is anorganization that establishes audit policies andaudit plans, serves as a mechanism for mutual
reporting among the corporate auditors on
important matters concerning audits, and engages

General Meeting of Shareholders
ReportSelection andAppointment

ReportAudit

Board of Directors

Audit Report

Selection andAppointment

Audit
ReportBoard of Corporate Auditors

SelectionandAppointment

Independent Auditors
LiaisonSelection andAppointment

LiaisonAudit Report

Consultation/
Recommendation

Direction/Report

Internal Control System

Direction/
ReportManagement
Committee

Investment and
Loan Strategy
Committee

LiaisonInternal Auditing
OfficeRepresentative Director

Audit

LiaisonRisk Management
Committee
Direction/
Supervision
ReportExecutive Committee

Audit

Audit

Business Ethics Committee
Environmental Committee
Information Security Committee
Adviceand
Guidance

Business Execution

Business Divisions

Lawyers,
Tax Accountants
and Other Professionals

Internal Activities

in necessary discussion and decision-making.
The BCA meets on alternate months and holds
extraordinary meetings as necessary. Since 2006,
an alternate corporate auditor (two-year term) has
been elected to step in should a vacancy occur inan outside statutory auditor position.

The Status of Internal Control Systems
The Company regards the development, construction,
and appropriate operation of internal control
systems as one of its most important management
priorities. The Board of Directors established thebasic policy for the construction of the internal
control systems in May 2006 and reviews the policy
as appropriate.
The corporate auditors assess the effectivenessof internal control systems in all aspects ofmanagement. The corporate auditors and theInternal Auditing Office audit and verify theeffectiveness of internal controls in operational
audits of individual business departments, pointing

out areas for improvement and providing guidance
and instructions as necessary.
The Company is also developing internal control
systems related to financial reporting in response
to enactment of the Financial Instruments andExchange Law. We are developing systematic
checks and balances at the departmental levelin day-to-day operations such as purchasing,production, distribution, sales, and administration, as
well as systems that provide checks and balances
between departments.

NISSIN FOODS HOLDINGS CO., LTD.

25

Board of DirectorSand officers (As of June 26, 2009)

Koki Ando

Susumu Nakagawa

Akihide Matsuo

Takayuki Naruto

Taiji Matsumura

Ken Sasahara

Takahisa Yanagida

Noritaka Ando

Osamu Tetsubayashi

Takashi Yokogoshi

Toshihiro Yamada

Mitsuru Tanaka

Yorihiko Kojima

Eizo Kobayashi

President
Representative Director

Noritaka Ando

Koki Ando

Osamu Tetsubayashi

CEO (Chief Executive Officer)

Senior Managing Director
Representative Director
Susumu Nakagawa
COO (Chief Operating Officer)
	President & Representative Director,
NISSIN FOOD PRODUCTS CO., LTD.
Chief Representative, China

Managing Directors
Akihide Matsuo
President & Representative Director,
NISSIN CHILLED FOODS CO., LTD.,NISSIN FROZEN FOODS CO., LTD.

	CMO (Chief Marketing Officer)
CAO (Chief Administrative Officer)

Takashi Yokogoshi

Ken Sasahara
General Manager for the Americas

Takahisa Yanagida
	CFO (Chief Financial Officer)

26

NISSIN FOODS HOLDINGS CO., LTD.

Akira Iwai	Vice General Manager of
Production Headquarters

Toshihiro Yamada

Tatsuya Ukon

	CQO (Chief Quality Officer)

Mitsuru Tanaka
	CDO (Chief Development Officer)

	General Manager ofGeneral Affairs Division

Kazuhito Kusumoto	Chief Representative, Asia

Yorihiko Kojima*

Koji Sakai

President & CEO, Mitsubishi Corp.

	General Manager of Technology
Management Division

Eizo Kobayashi*
President & CEO, ITOCHU Corp.

* Non-executive Director

CSO (Chief Strategy Officer)	CSO (Chief Strategy Officer)

	President & Managing Director,
Nissin foods Co., LTD.

	CPO (Chief Production Officer)

Takayuki Naruto
Directors
Taiji Matsumura

Executive Officers
Kiyotaka Ando

Satoru Sasaki	General Manager of Advertisement
Control Division

Standing Corporate Auditors
Shunsaku Makizono
Kazuo Kanamori

Hideki Hattori

Corporate Auditors	General Manager of Financial
Headquarters, Finance Accounting
Division

Toru Horinouchi
Hiroshi Takano

	General Manager of Corporate
Communications Division

Yukio Yokoyama

FINANCIAL
SECTION
Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Six-Year Summary of Selected Financial Data
Millions of yen (except per share information)

2009

2008

2007

2006

2005

2004

Net sales¥ 362,057¥ 385,470¥ 358,238¥ 321,700¥ 316,973¥ 320,033

Cost of sales

		 202,304 		 195,664 		 175,296 		 158,209 		 156,877 		 161,979

Gross profit

		 159,753 		 189,806 		 182,942 		 163,491 		 160,096 		 158,054

Selling, general andadministrative expenses

		 136,201 		 162,134 		 149,207 		 131,512 		 131,133 		 134,851

Operating income		

23,552 		

27,672 		

33,735 		

31,979 		

28,963 		

23,203

Other income (expenses)

		(180) 		17 		

(157) 		

(2,167) 		

(1,891) 		

1,502

		

23,372 		

27,689 		

33,578 		

29,812 		

27,072 		

24,705

		

7,385 		14,279 		

14,547 		

14,469 		

10,244 		

10,437

Years ended March 31,

For the year	Income before income taxes andminority interests
Income taxes
	Minority interests in earnings ofconsolidated subsidiaries
Net income

		

96 		

(181) 		62 		(46) 		

216 		

217

		15,891 		

13,591 		

18,969 		

15,389 		

16,612 		

14,051Per share
Net income¥ 129.98

Cash dividends		¥ 111.17

Net assets *1

		 2,287.21 		 2,310.36 		 2,304.40 		 2,167.81 		 2,091.16 		 1,980.14

50.00 		

¥ 156.12

50.00 		

¥ 125.09

50.00 		

¥ 134.36

30.00 		

¥ 113.61

30.00 		30.00At year-end
Working capital *2¥ 69,536¥ 76,699

Property, plant and equipment, net 		 101,132 		

¥ 63,703

93,803 		

¥ 82,404

93,634 		

¥ 56,332

69,019 		¥ 62,017

75,332 		

81,243

Total assets

		 408,729 		 392,695 		 410,407 		 366,801 		 361,105 		 343,645

Long-term liabilities		

Net assets *3

		 285,569 		 288,844 		 288,476 		 263,199 		 258,139 		 244,439

34,426 		
¥22,917 		
3,446¥

26,094 		
3,164¥

18,975 		
2,727¥

19,414 		
2,697

16,175R&D expenses

¥

3,477

¥

2,762

Capital expenditures		

17,572 		

10,766 		

6,152 		3,517 		3,251 		6,766Operating margin (%) *4

		6.5 		

7.2 		

9.4 		

9.9 		

9.1 		

7.3

Return on assets (%) *5

		4.0 		

3.4 		

4.9 		

4.2 		

4.7 		

4.2

Return on equity (%) *6

		5.7 		

4.8 		

7.0 		

5.9 		

6.6 		

5.9

Inventory turnover (Times) *7

		

13.5 		

13.4 		

12.9 		

12.6 		

12.9 		

13.6Value & performance indicators

Notes: 1. N
 et assets per share = (Net assets – minority interests) / number of shares outstanding as of the year end (excluding treasury stocks)
2. Working capital = Total current assets – Total current liabilities
3. N et assets: In compliance with the Corporate Law, from fiscal 2007, the amount of net assets 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 net assets
7. Inventory turnover = Cost of sales / Average total inventory

NISSIN FOODS HOLDINGS CO., LTD.

27

FINANCIAL
REVIEWNISSIN FOODS HOLDINGS CO., LTD. (the “Company”) and its associated companies altered their corporate structure tothat of a holding company effective October 1, 2008, with the production and sales of instant noodles and other instantfoods as its core business, to further develop its business domain in various food, logistics and other related businesses.
The scope of consolidation for fiscal 2009, the year ended March 31, 2009, covers the Company, 38 consolidated subsidiaries (23 in Japan and 15 overseas), and two affiliate companies accounted for by the equity method (together, the “Group”).

INCOME ANALYSISNet Sales
The Group reported ¥362,057 million (U.S.$3,686 million)
consolidated net sales for fiscal 2009, which was 6.1% downfrom the previous fiscal year’s ¥385,470 million. Domestic net
sales, alone (excluding intersegment sales) decreased by
5.5% from the previous year’s ¥329,984 million to ¥311,954
million (U.S.$3,176 million). The share of domestic net sales,
however, increased by 0.6 percentage points to 86.2%.
During the fiscal year under review, Japan’s instantnoodle industry faced growing challenges from risingproduction costs, caused by soaring prices of wheat andother raw materials, and falling consumption as a result of
the worldwide recession. These pressures were in addition
to the chronic structural issue of demand saturation as theJapanese population ages. Moreover, the food industry was
rocked by numerous reports of falsely labeled food products
and other food-related scandals, which have nurtured a
distrust of food products in general and raised consumer
concern for food safety and reliability.
The Group as well, was the subject of an October 2008
report that traces of insect repellents were detected in someof the products of our subsidiaries, and the report affected
November sales. As a result of an investigation, we haveconfirmed that there was no possibility of such chemicals
being mixed into those products at the production process,but that those products had absorbed odors of othermaterials. Since odor absorption by foods stored in proximity
to materials with strong odors is a common issue of foods ingeneral, we quickly responded to this issue by replacing thecontainers with “new ECO cups,” paper cups which havehigher resistance to outside odors.
As regards the food-safety issue, the Group considers thisto be a fundamental task of the food industry. We aredetermined to work continuously to secure the trust of
consumers by checking the raw materials through our own
inspection systems, which are capable of detecting residual
pesticides and chemicals contained in animal products.
Domestic sales performance during fiscal 2009 was
impacted by declines by our mainstay brands of pillow-type
and cup-type instant noodles. Sales fell, mainly as a result of
success in discouraging discount advertising campaigns byvolume retailers in line with Group marketing policies to support
newly introduced product price rises. Sales opportunity losses
brought on by the absorbed odor issue in the third quarter(October–December), which is the peak-selling season, andthe increasing presence of open-price products in our productsales mix, introduced to attract price-conscious customers,
also contributed to weaker sales performance. One bright point
was the remarkable recovery in the fourth quarter (January–
March) year-on-year sales, after a series of retail price revisions
has been completed. We saw a substantial sales rebound,mainly in the open-priced cup-type instant noodles.
On the other hand, sales of frozen foods increased, with
contributions by the newly-consolidated subsidiary Nicky
Foods Co., Ltd. Chilled foods (NISSIN CHILLED FOODS
CO., LTD.) and cereal and confectionaries (NISSIN CISCO
CO., LTD.) also maintained steady sales growth.
The global market for instant noodles also has been
influenced by the widespread recession and the jump in raw
material prices. According to the World Instant Noodles
Association (WINA), the aggregate demand for instant noodles
in the calendar year 2008 was 93.6 billion servings, a 4.9%
decline from 97.9 billion servings in 2007. In such a businessenvironment, the Group’s unit sales fell 5% below the level ofSales by Geographic Area

Net Sales by Category(excluding intersegment sales) (Billions of yen)(Billions of yen)

317.0
273.9

321.7

358.2
303.7

385.5
330.0

362.1
312.0

269.8

317.0

321.7

44.0

48.9

203.7

204.9

358.2
57.9
226.3

385.5
64.9
237.5

362.1
58.4
214.8

29.9
22.0

30.5
24.0

29.6
25.9

26.1
24.0

39.9
29.4

40.7
27.2

41.3
32.7

44.4

23.9
19.2

38.7

39.3

’05

’06

’07

’08

’09

’05

’06

’07

’08

’09

n Other areas n North America n Japan

28

NISSIN FOODS HOLDINGS CO., LTD.

49.6

n Others n Chilled and frozen foodsn Cup-type noodles n Pillow-type noodles

the previous fiscal year in the United States as a result of aretail price revision aimed at profitability improvement.
However, a slight increase of 1% year on year was secured in
Mexico. Although products with high added value saw stablesales, aggregate sales in the North American market (excludingintersegment sales) dropped by 11.6% from the previous
fiscal year to ¥26,126 million (U.S.$266 million) due to thenegative effects of foreign-exchange fluctuations. In the
People’s Republic of China (“PRC”) market and the European
market, the numbers of servings sold rose by 2% and 22%,
respectively. However, again due to foreign exchange effects,
the aggregate sales in other markets, including China andEurope, (excluding intersegment sales) declined by 7.5% in
yen terms from the previous fiscal year to ¥23,977 million(U.S.$244 million).
Looking at the sales breakdown by business segment(excluding intersegment sales), the sales of instant noodles
and associated business, the Group’s mainstay business,amounted to ¥322,837 million (U.S.$3,287 million) andaccounted for 89.2% of total consolidated net sales. Sales ofother businesses were ¥39,220 million (U.S.$399 million) andaccounted for 10.8% of total net sales.
Within instant noodles and associated business, there
were sales campaigns for the classic pillow-type instantnoodle product Chicken Ramen, which was renewed for its
50th anniversary, as well as for limited-edition products thatwere released to celebrate the Company’s 50th anniversary.
In addition, sales of the open price MYOJO HYOUBANYA
series from MYOJO FOODS CO., LTD. and products
developed in coordination with retailers both rose, reflecting
heightened price sensitivity of consumers. However, mainly
due to a price-supporting marketing policy, overall sales
volume declined.
As for cup-type instant noodles, our positive marketingmeasures included replacement of containers for the Cup
Noodle series, introduction of the microwavable Range Style
products, and rollout of the Cup Noodle Light series, which
offers fewer calories without sacrificing taste. Product renewal
was also carried out for the Nissin-no-Donbei series and Nissin
Yakisoba U.F.O. by replacing conventional curly noodles withOPERATING INCOME AND
OPERATING MARGIN (Billions of yen)
29.0
9.1

32.0

Cost of Sales and Selling,
General and Administrative Expenses
Despite declines in net sales, the cost of sales rose by 3.4%
year on year to ¥202,304 million (U.S.$2,059 million), due tosuccessive higher prices for major raw materials, as well as anincrease in retirement benefit costs. The ratio of cost of sales to
net sales also increased by 5.1 percentage points to 55.9%.
Selling, general and administrative (“SG&A”) expenses, on
the contrary, dropped by 16.0% from the previous fiscal yearto ¥136,201 million (U.S.$1,387 million) with the substantial
decrease in promotional expenses. Accordingly, the ratio of
SG&A expenses to net sales also dropped by 4.4 percentage
points to 37.6%. Among SG&A expenses, advertising rose by
5.2% from the previous fiscal year to ¥12,797 million (U.S.$130
million), with a 0.4 percentage point rise in the ratio to net
sales. This increase was largely attributable to the odor
absorption-related advertising to announce a product recall
and instruct on proper storage. On the other hand, promotional
expenses declined by a significant 34.7% to ¥59,301 million(U.S.$604 million), for a 7.2 percentage point drop in the ratio
to net sales year on year. Distribution expenses fell by 4.1% to¥21,191 million (U.S.$216 million), but the ratio to net salesrose by 0.1 percentage point.

INTEREST COVERAGE RATIO*(Times)

33.7
27.7

9.9

straight noodles, in order to enhance their brand value. These
efforts led to sales growth at convenience stores that continued
even throughout the period of retail price revisions. However,at volume retailers for which the major sales tactic is bargain
sales, sales volumes for these products declined, as they did
for pillow-type instant noodles. As expected, price-conscious
customers strongly supported the open-price value products,
such as Soup Noodle, which led to a substantial sales
increase. New concept products, like the Range Style Seriesof microwavable noodles and rice products, are also growing
steadily, well on the way to becoming standard products.
In overseas markets, although sales have been consistently
strong, especially among existing products in North America,
they were unfavorably affected by foreign exchange fluctuations. (Please refer to Review of Operations on pp. 16–19 fordetails of performance by product category.)

23.6

9.4

688.7

653.5
557.9
430.6

7.2

’05

’06

’07

n Operating income

’08

357.2

6.5

’09

Operating margin

’05

’06

’07

’08

’09

* Interest coverage ratio= Operating cash flow / Interest payments
NISSIN FOODS HOLDINGS CO., LTD.

29

Costs and Expenses, and net Sales Ratio
Millions of yen

2009
Years ended March 31

2008
Net Sales Ratio

Cost of sales
SG&A expenses
Promotional expenses
Advertising expenses
Distribution expenses
Other expenses¥ 202,304
136,201
59,301
12,797
21,19142,912

55.9%
37.6
16.4
3.5
5.9
11.8

Operating Income,
Other Income (Expenses) and Net Income
As the positive effect of the large decline in SG&A expenses
was outweighed by the net sales decrease and the rise in thecost of sales ratio, consolidated operating income for theyear under review stood at ¥23,552 million (U.S.$240 million),a 14.9% decline from the previous year. The ratio of operating
income to net sales, as well, dropped by 0.7 percentage
points to 6.5%.
Other income (expenses) for fiscal 2009 resulted in net
expenses of ¥180 million (U.S.$2 million), compared to net
income of ¥17 million recorded in the previous fiscal year.
Major income factors were a ¥1,161 million year-on-yearincrease to ¥4,665 million (U.S.$47 million) in interest anddividend income, a ¥1,731 million increase to ¥1,885 million

Net Sales Ratio¥ 195,664
162,134
90,857
12,16822,09337,016

50.7%
42.1
23.6
3.2
5.7
9.6

(U.S.$20 million) in gain on sales of marketable securities, net,
and a ¥2,245 million decrease to ¥125 million (U.S.$1 million)
in loss on impairment of fixed assets. Major expense factors,
on the other hand, included a ¥3,450 million increase to ¥4,631
million (U.S.$47 million) in loss on devaluation of investments
in securities, and a ¥1,775 million increase to ¥2,177 million(U.S.$22 million) in foreign currency exchange loss.
As a result, income before income taxes and minority
interests amounted to ¥23,372 million (U.S.$238 million), a
15.6% drop from the previous fiscal year. However, due to asizable decrease in income taxes, net income for fiscal 2009
grew by 16.9% to ¥15,891 million (U.S.$162 million). The ratioof net income to net sales also made a 0.9 percentage point
gain to 4.4%. Net income per share increased by ¥18.81 fromthe previous year’s ¥111.17 to ¥129.98 (U.S.$1.32).

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
Cash and cash equivalents as of March 31, 2009 amounted to¥71,491 million (U.S.$728 million), ¥7,283 million below that ofthe previous fiscal year-end. Nearly half of the decline in thisbalance, or ¥3,597 million, is due to the negative impact offoreign currency exchange rates.
Net cash provided by operating activities increased by ¥4,135
million to ¥30,010 million (U.S.$306 million). Major cash in-flow
factors included a ¥6,555 million increase for accrued retirement
benefits to employees, compared to a ¥51 million decrease in theprevious fiscal year. Trade notes and accounts payable registereda ¥4,808 million increase, instead of a ¥5,180 million decrease in
the previous fiscal year. The amount for decrease in otherpayables also declined by ¥4,466 million, while loss on revaluationof marketable securities, investments in securities and other was
an increase of ¥3,468 million. Major cash out-flow factors, were a¥4,317 million decrease in income before income taxes andminority interests, a ¥2,245 million decrease in loss on impairmentof fixed assets, and a ¥1,865 million increase in gain on sales ofmarketable securities, investments in securities and other. In

Total Assets and ROA

Working Capital and Current Ratio

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

410.4
361.1
4.7

366.8

392.7

82.4

408.7

4.9

63.7

56.3

4.2

76.7

205.5
4.0

173.3

3.4

’05

’06

n Total assets

’07

’08

’09

ROA

’05

194.8
166.5

’06

’07

n Working capital

69.5

178.4

NISSIN FOODS HOLDINGS CO., LTD.

6.6

263.2

288.5

288.8 285.6

7.0
5.9

5.7
4.8

’08

’09

Current ratio

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

30

258.1

’05

’06

’07

n Shareholders’ equity

’08
ROE

’09

addition, trade notes and accounts receivable resulted in a
¥2,735 million increase, reversing a ¥11,679 million decrease
recorded in the previous fiscal year.
Net cash used in investing activities amounted to ¥31,830
million (U.S.$324 million), an increase of ¥15,229 million fromthe previous fiscal year. Major items in this category were a¥25,794 million increase in payments for purchases ofinvestments in securities, a ¥8,643 million increase in paymentsfor purchases of property, plant and equipment and other, and¥2,199 million recorded as payments for purchases of newshares of a consolidated subsidiary Nicky Foods Co., Ltd. As

regards cash in-flow items, there was a ¥6,768 million increasein proceeds from sales and redemption of marketablesecurities, and a ¥10,360 million increase in proceeds fromsales and redemption of investments in securities.
Net cash used in financing activities declined by ¥4,961
million from the previous year’s ¥6,827 million to ¥1,866
million (U.S.$19 million). Newly-recorded proceeds fromlong-term debt of ¥5,380 million and net decrease in shortterm borrowings ¥991 million lower than in the previous
fiscal year offset the cash out-flow items such as a ¥1,223
million increase in cash dividends paid.

Cash Flow Highlights

Millions of yen

2009¥ 30,010(31,830)(1,866)¥ 71,491

Years ended March 31

Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Cash and cash equivalents at end of the year
Assets, Liabilities and Net Assets
Total assets as of March 31, 2009 amounted to ¥408,729
million (U.S.$4,161 million), a 4.1% increase as of the previous
fiscal year-end. Return on assets (ROA) edged up by 0.6
percentage points to 4.0%, reflecting the faster growth in net
income versus total assets.
Total current assets stood at ¥158,270 million (U.S.$1,611
million). Despite a ¥9,584 million decrease in marketablesecurities, the aggregate balance grew by 0.4% from the previous
fiscal year, mainly due to a ¥3,045 million increase in tradereceivables and a ¥8,581 million increase in other receivables.
Net property, plant and equipment increased by 7.8%
to ¥101,132 million (U.S.$1,030 million) at the previous
fiscal year-end.
Investments and other assets increased to ¥144,547 million(U.S.$1,472 million), marking a 5.6% rise that was mainly due
to a ¥7,035 million increase in investments in securities anda ¥4,769 million increase in deferred income taxes.
Total liabilities amounted to ¥123,160 million (U.S.$1,254
million), an 18.6% year-on-year increase. This rise was

NET ASSETS PER SHARE

(%)

(Yen)

71.5

71.8

68.7

71.9

68.4

’05

’06

’07

’08

’09

’05

’06

2007
¥ 26,974(4,771)(7,421)¥ 76,695

attributable mainly to increases in trade payables, shortterm borrowings, long-term debt and accrued retirement
benefits to employees (of ¥5,118 million, ¥2,283 million,¥5,442 million and ¥6,618 million, respectively).
Total current liabilities increased by 9.6% comparedwith the previous fiscal year-end to ¥88,734 million(U.S.$903 million). As the increase in current liabilities
largely exceeded the increase in current assets, working
capital declined by 9.3% to ¥69,536 million (U.S.$708
million) from the previous year. The current ratio, as well,
dropped from 194.8% to 178.4%.
Total net assets resulted in ¥285,569 million (U.S.$2,907
million), decreasing by 1.1% compared with ¥288,844 million
as of the previous fiscal year-end. Although retained earnings
increased by ¥9,783 million mainly due to net income posted,
net unrealized holding gain on securities and translation
adjustments decreased by ¥4,068 million and ¥8,540 million,
respectively. Accordingly, net assets per share were¥2,287.21 (U.S.$23.28), a 1.0% decrease from ¥2,310.36 forthe previous fiscal year-end.

EQUITY RATIO

2,091.16 2,167.81

2008¥ 25,875(16,601)(6,827)¥ 78,774

2,304.40 2,310.36 2,287.21

’07

’08

’09

NISSIN FOODS HOLDINGS CO., LTD.

31

ADDITIONAL INFORMATION

Significant Business Agreements(1) 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 manufacturerof instant noodles and flour in the PRC (hereafter “Hebei
Hualong”), which was undertaken to expand and thereby
reinforce the Company’s instant noodle operations in the
PRC, the Company concluded on May 12, 2004, a joint-ventureagreement 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 toby its Hong Kong-based subsidiary, Nissin Foods Co., Ltd.,the Company had acquired 14.9% of registered equity in each
newly established company as of March 31, 2005.
The Company plans to eventually acquire an equity stake
equivalent to 33.4% of registered equity in each company.
The investment is expected to reach about ¥20 billion.
(2)	Tie-up with MAREVEN FOOD HOLDINGS LIMITEDIn order to expand our international business operations,the Company concluded on December 26, 2008, a capitaland business tie-up agreement with ANGLESIDE LIMITED(renamed MAREVEN FOOD HOLDINGS LIMITED as ofApril 14, 2009), a holding company of the largest instantnoodle manufacturer in Russia. In accordance with theprovisions in the agreement, the Company plans togradually acquire an equity stake in MAREVEN FOOD
HOLDINGS. The anticipated total capital investment isapproximately ¥26.8 billion for the acquisition of 33.5%
of issued shares of MAREVEN FOOD HOLDINGS.
On January 16, 2009, the Company acquired 1,763 shares,or 14.9% of issued shares, of MAREVEN FOOD HOLDINGS
for a total acquisition cost of ¥9,623 million, through purchaseof outstanding shares and subscription of new shares
allocated to a third party.
Since MAREVEN FOOD HOLDINGS is currently in theprocess of group realignment, the Company’s additional
capital investment in MAREVEN FOOD HOLDINGS isconditional on the completion of its group realignment
process and certain other factors.

make every effort to prevent such risks from appearing andaddress resulting situations if such risks do appear.
(1) Food Safety Issues
The Company’s basic philosophy is to provide safe foods that
consumers can enjoy without worry. In recent years, a highincidence of disquieting developments, such as avian
influenza, residual pesticides in foods, falsely labeled foodproducts 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 this need, the Company
established the Food Safety Research Institute and continues
to strengthen its quality control system. However, theCompany’s financial position and fiscal 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 theCompany’s products, even though such rumors were basedon incidents not directly affecting the Company’s products.
(2) Risk Derived from Changes in Demographic Trend
In Japan, the birth rate has stayed low and the population isaging rapidly. Accordingly, the number of young consumers,
who are the major customers of the Company, has been
decreasing, and therefore the market for our products is
expected to remain unchanged or otherwise decrease overthe long term. In the face of such a business climate, theCompany is making ever-greater efforts to develop new
products that closely meet the needs of each age bracket inorder to maintain and expand our customer base. However, if
the decrease in population accelerated, the overall demand in
the instant noodles market would shrink, negatively affecting
the Company’s financial position and its fiscal performance.
(3) Reduced Brand Value
The Company’s mainstay products, particularly Chicken
Ramen and the Cup Noodle series, have become familiar
household items for most consumers, thanks to years ofaccumulated technical expertise and product development
activities. The Company emphasizes the establishment andprotection of its brands. However, new products flood theinstant noodle market every year, and the relative brandvalue of the Company’s products could decline if anothercompany were to achieve a revolutionary breakthrough ininstant noodle development.

Risk Information
Conditions that have the potential to significantly influence thedecisions of investors are presented below. Any conditions
with reference to the future are based on information available
at the time of publication of this annual report. The Company
acknowledges the possibility that these risks can arise and will
32

NISSIN FOODS HOLDINGS CO., LTD.

(4) Risk of Product Liability
As a food maker, the Company believes its mission is toprovide 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 safety of raw materials and strives
to reinforce quality control systems at each manufacturing
facility. The Company also endeavors to lessen the potential of
product liability claims to affect its financial position, andtherefore is insured against product liability. However, if an
accident occurs through product liability and a situation arises
wherein the Company must recall certain products, theinsurance carried by the Company may not be sufficient tocover all claims. A tarnished reputation in society and aweakened corporate image could erode consumers’ willingness
to buy the Company’s products. This situation could hurt theCompany’s financial position and its fiscal performance.
(5) 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 of these raw materials fluctuate with changing market
conditions. Therefore, the Company’s fiscal performance
could be adversely impacted if political unrest or international
disputes occur in the countries that produce these raw
materials, or if their prices skyrocket because of crop failurescaused by abnormal weather associated with global warming,a boost in the demand for grain for production of ethanol, orother reasons.
(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
structure as well as its financial position and fiscal 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 25 factories in 10 countries that produce
food products, including instant noodles, based on the basic
policy of local production and local marketing. Those factories
are run by subsidiaries and affiliates. If political unrest orinternational disputes arise in the regions where the Company’s
subsidiaries and affiliates operate, or if issues threaten toundermine food safety, or if legal controls in certain countries
create a situation that hinders production activities, then thefinancial position and fiscal performance of 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 all conceivable measures to safeguard
these information systems from computer virus-induced
crashes, damage by hackers and the risk of a breach ininformation security. However, the Company’s financial
position and fiscal performance could be adversely affected if
the Company’s systems were damaged and/or if data wereleaked outside the organization, due to illegal access to thesystems by unauthorized individuals through technologies
that the Company has not envisioned, or unknown computerviruses getting through established safeguards.
(9)	Risk Related to Retirement Benefits 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 return on pension assets. If actual results differ
from predetermined criteria, or if predetermined criteria areamended, the actuarial difference is charged to the incomeof the fiscal year following the one in which the difference
occurred. If a decline in discount rates and/or returns on thepension assets persist, the Company will have to carry ahigher burden of pension-related costs, and this could hurt
the Company’s financial position and its fiscal performance.
(10) Risk of Declining Market Values for Marketable Securities
The Company invests in marketable securities to ensure
efficient application of funds and thereby maintain the integrityof principal. However, the Company’s financial position andfiscal performance could be adversely affected if worsening
market conditions cause market values to decline or sluggish
performance by equity investments force the Company toapply the accounting for impairment.
(11) Risk Related to Accounting for Impairment of Fixed Assets
The Company owns various tangible fixed assets for the
purpose of its business. These fixed assets could face in the
future a substantial decline in their fair value and/or future cash
flows they were to generate, and thus would have thepossibility of impairment loss recognition in conformity withaccounting for impairment of fixed assets. Such circumstances
could negatively affect the Company’s financial position andits fiscal performance.
(12) Reliance on Certain Business Clients
The Company relies on specific business clients for sales of
products and procurement of certain raw materials. Relianceon 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 andstable procurement. However, if the business activities ofthese sales agents were to fail, or the Company had difficultycollecting accounts receivable, or if the supply of raw materials
were suspended and the Company’s production had to behalted, the Company’s own financial position and its fiscal
performance could be negatively affected.
NISSIN FOODS HOLDINGS CO., LTD.

33

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Balance Sheets
As of March 31, 2009 and 2008
Thousands of
U.S. dollars (Note 1)

Millions of yen

2009

2008

2009

¥ 65,903¥ 66,740

ASSETS
Current assets:
Cash and deposits (Note 4)
Marketable securities (Notes 4 and 5)$

670,905		

17,647

		27,231

		

179,650Trade		44,456

		41,411

		

452,570

Other		10,410

		

1,829

		

105,976

Less: Allowance for doubtful receivables

		

Receivables:(466) 		

(560) 		

(4,744)Inventories (Note 6)		15,226

		

14,675

		

155,004

Deferred income taxes (Note12)

		

4,090

		

4,861

		

41,637

Other current assets

		

1,004

		

1,446

		

10,221

Total current assets

		 158,270

		 157,633

		 1,611,219

Land (Notes 7, 8 and 10)		46,944

		

43,810		

477,899

Buildings and structures (Notes 7 and 10)

		82,523

		

81,218

		

840,100

Machinery, equipment and vehicles (Note 7)		94,488

		

91,182

		

961,906

Leased assets

		

210

		

—

		

2,138

Construction in progress

		

1,300

		

1,055

		

13,234

Other (Note 7)

		

526

		

617

		

5,354

Property, plant and equipment:		 225,991
Less: Accumulated depreciation
Property, plant and equipment, net

		 217,882

		 2,300,631

		 (124,859) 		 (124,079) 		 (1,271,088)
		 101,132

		

93,803

		 1,029,543

Goodwill

		

4,328

		

3,863

		

Other (Note 7)

		

452

		

458

		

4,601

		

4,780

		

4,321

		

48,661Intangible fixed assets:

Total intangible fixed assets

44,060Investments and other assets:
Investments in securities (Notes 5 and 10)

		 130,134

		 123,099

		 1,324,789

Other investments

		

6,155

		

8,370

		

62,659Long-term loans

		

1,139

		

269

		

11,595

Deferred income taxes (Note 12)

		

5,272

		

503

		

53,670

Other assets

		

2,556

		

4,742

		

26,021

Less: Allowance for doubtful receivables

		(709) 		

(45) 		

(7,218)

Total investments and other assets
Total assets

34

NISSIN FOODS HOLDINGS CO., LTD.

		 144,547

		 136,938

		 1,471,516¥ 408,729¥ 392,695$ 4,160,939

Thousands of
U.S. dollars (Note 1)

Millions of yen

2009

2008

2009

LIABILITIES AND NET ASSETS
Current liabilities:
Short-term borrowings (Note 9)

¥

4,636

¥

2,353

$

47,195Trade		43,163

		

38,045

		

439,408Other		

22,323

		

24,047

		

227,252

Current portion of long-term debt (Note 9)

		

705

		

—

		

7,177

Accrued income taxes (Note 12)

		

7,425

		

6,822

		

75,588Other current liabilities		

10,482

		

9,667

		

106,709

Total current liabilities		88,734

		

80,934

		

903,329

Payables:Long-term liabilities:
Long-term debt (Note 9)

		

5,442

		

—

		

55,401

Accrued retirement benefits to employees (Note 11)		15,260

		

8,642

		

155,350

Accrued retirement benefits to directors and corporate auditors (Note 2(j)) 		

—

		

2,349

		

—

Deferred income taxes (Note 12)

		

7,110

		

7,761

		

72,381

Deferred income taxes on land revaluation (Note 8)

		

3,511

		

3,511

		

35,743

Other long-term liabilities (Note 2(j))

		

3,103

		

654

		

31,589		

34,426

		22,917

		

350,464

		

25,123

		

25,123

		

255,757

Additional paid-in capital		

49,755

		

49,755

		

506,515

Retained earnings (Note 23(a))

		 235,052

Less: Treasury stock,at cost—5,206,128 shares at March 31, 2009
and 5,202,867 shares at March 31, 2008

		 (14,355) 		

Total shareholders’ equity

		 295,575

Total long-term liabilities
Net assets:
Shareholders’ equity (Note 13)
Common stock:
Authorized-500,000,000 shares;
Issued-127,463,685 shares at March 31, 2009 and 2008		 225,269

		 2,392,874(14,343) 		

		 285,804(146,137)

		 3,009,009

Valuation, translation adjustments and other:
Net unrealized holding gain (loss) on securities (Note 5)		(478) 				

(4,866)

Land revaluation reserve (Note 8)		(7,533) 		

(7,533) 		

(76,687)

Translation adjustments		(7,935) 		

605

		

(80,780)

Total valuation, translation adjustments and other		 (15,946) 		

(3,338) 		

(162,333)

Minority interests

		

6,378

Total net assets

		 285,569

		 288,844

		 2,907,146¥ 408,729¥ 392,695$ 4,160,939

Total liabilities and net assets

5,940

		

3,590

		

60,470See accompanying notes to consolidated financial statements.

NISSIN FOODS HOLDINGS CO., LTD.

35

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Statements of Income
For the years ended March 31, 2009, 2008 and 2007
Thousands of
U.S. dollars (Note 1)

Millions of yen

Net sales
Cost of sales (Note 14)
Gross profit

2009

2008

2007

2009

¥ 362,057¥ 385,470¥ 358,238$ 3,685,809

		 202,304 		 195,664 		 175,296 		 2,059,493
		 159,753 		 189,806 		 182,942 		 1,626,316

Selling, general and administrative expenses (Note 14) 		 136,201 		 162,134 		 149,207 		 1,386,552
Operating income		

23,552

27,672 		

33,735 		

239,764

		

4,665 		3,504 		3,112 		47,491Other income (expenses):
Interest and dividend income
Interest expense		(84) 		

Equity in earnings of affiliates		766 		

(60) 		1,201

(48) 		

(855)

476 		

7,798

Loss on impairment of fixed assets (Note 7)		(125) 		

(2,370) 		

(1,129) 		

(1,273)

Loss on devaluation of investments in securities		

(4,631) 		

(1,181) 		

(8) 		

(47,144)

Loss on revaluation of investments

		

— 		

— 		

(1,379) 		

—Product recall expenses (Note 15)

		

— 		

(628) 		

— 		

—Gain on sales of marketable securities, net (Note 5)		1,885 		154 		

65 		19,190Gain on sales of investments in securities (Note 5)		137 		

2 		573 		

1,395

Other, net		(2,793) 		

(605) 		

(1,819) 		

(28,435)

		

23,372 		

27,689 		

33,578 		

237,931

Income before income taxes and minority interests
Income taxes (Note 12):Current

		9,223 		11,027 		

11,018 		

93,892

Deferred		(1,838) 		

3,252 		3,529 		

(18,712)

		

7,385 		14,279 		

14,547 		

75,180

Income before minority interests		

15,987 		

13,410 		

19,031 		

162,751		96 		(181) 		

62 		

978

Minority Interests in earnings (loss) ofconsolidated subsidiaries
Net income
See accompanying notes to consolidated financial statements.

36

NISSIN FOODS HOLDINGS CO., LTD.

¥ 15,891¥ 13,591¥ 18,969$ 161,773

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Statements of Changes in Net Assets
For the years ended March 31, 2009, 2008 and 2007
Thousands of
U.S. dollars (Note 1)

Millions of yen

Common stock:
Balance at beginning and end of the year

2009

2008

2007

2009

¥ 25,123¥ 25,123¥ 25,123$ 255,757

Capital surplus:
Balance at beginning of the year
¥ 49,755¥ 49,754¥ 48,385$ 506,515
Add:
Sales of treasury stock
¥
0
¥
1
¥
31
$
0
Decrease in treasury stock resulting from share exchange 		
— 		
— 		
1,338 		
—Balance at end of the year
¥ 49,755¥ 49,755¥ 49,754$ 506,515
Retained earnings:
Balance at beginning of the year
¥ 225,269¥ 216,553¥ 203,797$ 2,293,281
Add:
Net income
		 15,891 		 13,591 		 18,969 		 161,773
Increase due to addition of consolidated subsidiaries 		
— 		
— 		
88
Other
		
5 		
15 		
— 		
51
Deduct:Cash dividends paid		 (6,113) 		 (4,890) 		 (6,071) 		
(62,231)
Bonuses to directors
		
— 		
— 		
(22) 		
—Reversal of land revaluation reserve
		
— 		
— 		
(35) 		
—Decrease due to addition of consolidated subsidiaries 		
— 		
— 		
(24) 		
—Decrease in other retained earnings
		
— 		
— 		
(149) 		
—Balance at end of the year
¥ 235,052¥ 225,269¥ 216,553$ 2,392,874
Treasury stock, at cost:
Balance at beginning of the year
¥ (14,343) ¥ (14,319)¥ (16,679) $ (146,014)
Acquisition of treasury stock		(15) 		
(25) 		
(4) 		
(153)
Disposal of treasury stock
		
3 		
1 		
54 		
30
Decrease of treasury stock due to exchange of shares 		
— 		
— 		
2,310 		
—Balance at end of the year
¥ (14,355) ¥ (14,343)¥ (14,319) $ (146,137)
Net unrealized holding gain (loss) on securities (Note 5):
Balance at beginning of the year¥
Net change during the year		Balance at end of the year¥

3,590
¥ 10,921¥ 9,899$(4,068) 		 (7,331) 		
1,022 		(478) ¥ 3,590¥ 10,921$

36,547(41,413)(4,866)

Land revaluation reserve (Note 8):
Balance at beginning of the year
Net change during the year
Balance at end of the year¥		¥

(7,533) ¥— 		
(7,533) ¥(7,533)¥— 		(7,533)¥(7,568) $35 		
(7,533) $(76,687)—(76,687)

Translation adjustments:
Balance at beginning of the year
Net change during the year
Balance at end of the year

¥
		
¥

605
¥
(8,540) 		
(7,935) ¥1,252¥(647) 		
605
¥

242
$
1,010 		
1,252
$

6,159
(86,939)(80,780)

Minority interests:
Balance at beginning of the year
Net change during the year
Balance at end of the year

¥
		
¥

6,378
¥
(438) 		
5,940
¥

6,725
¥
(347) 		
6,378
¥

6,535
$
190 		
6,725$

64,929(4,459)60,470Total net assets¥ 285,569¥ 288,844¥ 288,476$ 2,907,146

See accompanying notes to consolidated financial statements.
NISSIN FOODS HOLDINGS CO., LTD.

37

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Consolidated Statements of Cash Flows
For the years ended March 31, 2009, 2008 and 2007
Thousands of
U.S. dollars (Note 1)

Millions of yen

2009

2008

2007

2009

Operating activities:
Income before income taxes and minority interests¥ 23,372¥ 27,689¥ 33,578$
Depreciation and amortization
		7,974 		7,526 		6,188 		Loss on impairment of fixed assets
		125 		
2,370 		1,129 		(Decrease) increase in allowance for doubtful receivables 		(22) 		302 		
(174) 		Increase (decrease) in accrued retirement benefits to employees 		
6,555 		(51) 		
(5,534) 		
(Decrease) increase in accrued retirement benefits to		(6) 		
85 		464 		
directors and corporate auditors
Interest and dividend income		(4,665) 		
(3,504) 		
(3,112) 		
Interest expense
		
84 		
60 		
48 		
Foreign currency exchange loss (gain)		
1,454 		19 		(84) 		Equity in earnings of affiliates		(766) 		(1,201) 		
(476) 		Loss on disposal and sales of property, plant and equipment 		
520 		
580 		
358 		
Gain on sales of marketable securities,		(2,022) 		
(157) 		(319) 		investments in securities and other
Loss on revaluation of marketable securities,		
4,720 		1,252 		1,847 		investments in securities and other(Increase) decrease in trade notes and accounts receivable 		(2,735) 		 11,679 		
(1,746) 		
(Increase) decrease in inventories		
(1,066) 		
289 		
(223) 		Increase (decrease) in trade notes and accounts payable		
4,808 		(5,180) 		
(39) 		
(Decrease) increase in other payables
		(672) 		(5,138) 		
1,981 		Bonuses to directors
		
— 		
— 		
(22) 		Other, net
		2,378 		(2,113) 		
1,189 		Subtotal
		 40,036 		 34,507 		 35,053 		Interest and dividends received
		3,571 		3,541 		3,170 		Interest paid		(84) 		
(60) 		
(44) 		Income taxes paid		 (13,513) 		 (12,113) 		 (11,205) 		
Net cash provided by operating activities
		 30,010 		 25,875 		 26,974 		
Investing activities:
Net decrease (Increase) 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
Payments for purchases of new shares of
consolidated subsidiaries and otherNet (increase) decrease in loans receivable
Net cash used in investing activities
Financing activities:
Decrease in short-term borrowings, net
Proceeds from long-term borrowings
Repayment of long-term borrowings
Redemption of bonds
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 frominitial consolidation of subsidiaries
Cash and cash equivalents at end of the year (Note 4)
See accompanying notes to consolidated financial statements.

38

NISSIN FOODS HOLDINGS CO., LTD.

		
		
		
		
		
		
		

2,193 		(2,000) 		
12,002 		
(18,216) 		
1,061 		(60,378) 		
35,839 		

		
		
		
		
		
		
		
		
		
		
		
		
		
		
		
		
¥

237,931
81,1771,273(224)
66,731(61)(47,491)855
14,802(7,798)5,294(20,585)
48,050(27,843)(10,852)
48,946(6,841)—
24,209407,573
36,353(855)(137,564)
305,507(1,010) 		
(2,500) 		
5,234 		(9,573) 		
80 		
(34,584) 		
25,479 		738 		
(4,991) 		
43,808 		
(5,539) 		
16 		
(27,146) 		
12,253 		

22,325(20,360)
122,183(185,442)
10,801(614,659)
364,848(2,199) 		

— 		(23,763) 		

(22,386)(132) 		(31,830) 		

273 		
(16,601) 		

(147) 		(4,771) 		

(1,345)(324,035)(467) 		5,380 		(669) 		(40) 		
(12) 		
(6,113) 		
(23) 		78 		(1,866) 		
(3,597) 		
(7,283) 		
78,774 		

(1,458) 		
— 		(413) 		— 		(24) 		
(4,890) 		
(42) 		
— 		
(6,827) 		
(368) 		2,079 		76,695 		(556) 		— 		(306) 		— 		205 		
(6,070) 		
(694) 		— 		(7,421) 		
91 		
14,873 		
61,570 		

(4,754)54,769(6,811)(407)(122)(62,231)(234)
794(18,996)(36,618)(74,142)801,934— 		
71,491¥— 		
78,774¥252 		
76,695$—
727,792

Nissin FoodS Holdings Co., Ltd. and Consolidated Subsidiaries

Notes to Consolidated Financial Statements
1. Basis of Preparation

The accompanying consolidated financial statements ofNissin FoodS Holdings Co., Ltd. (the “Company”)
and consolidated subsidiaries (collectively, the “Group”)
are prepared on the basis of accounting principles generally accepted in Japan, which are different in certain
respects as to the application and disclosure requirementsof International Financial Reporting Standards, and arecompiled from the consolidated financial statements prepared by the Company as required by the Financial
Instruments and Exchange Act of Japan.
In preparing the accompanying consolidated financial
statements, certain reclassifications and rearrangements
have been made to the consolidated 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, 2007 and 2008 to
the 2009 presentation. Such reclassifications had no effecton consolidated net income or net assets.
The translation of yen amounts into U.S. dollars is
included solely for the convenience of readers outside Japanand has been made at ¥98.23 = U.S.$1.00, the exchange
rate prevailing on March 31, 2009. 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 in Unconsolidated Subsidiaries
and Affiliates
The accompanying consolidated financial statements
include the accounts of the Company and the significant
companies which it controls directly or indirectly. Companies
over which the Company exercises significant influence interms of their operating and financial policies have been
included in the accompanying consolidated financial statements on an equity basis. The assets and liabilities of theinitially consolidated subsidiaries are stated at fair value asof their respective dates of acquisition.
Effective the year ended March 31, 2009, Nicky Foods Co.,
Ltd. was initially included in the scope of the consolidation
through the acquisition of its shares, and NISSIN FOOD
PRODUCTS CO., LTD. and four other subsidiaries were also
included in the scope of the consolidation due to the corporate
split to newly incorporated subsidiaries related to the change
to a holding company structure effective October 1, 2008.
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 throughMarch 31 have been adjusted, if necessary.
The fiscal year ends of NISSIN FOODS ASIA PTE. LTD.
and MYOJO U.S.A. INC., which had been March 31 werechanged to December 31 effective the fiscal year beginning
April 1, 2008. For these subsidiaries, pro forma financial
statements prepared as of March 31 are used in the preparation of the consolidated financial statements.
The numbers of consolidated subsidiaries and affili-

ates accounted for by the equity method for the years
ended March 31, 2009, 2008 and 2007 were as follows:
2009

2008

2007

Consolidated subsidiaries

38

32

33

Affiliates accounted forby the equity method

2

2

2

(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 with banks and all highly liquid investments with an insignificant risk of changes in value andwith maturities of three months or less.
(c) Securities
The accounting standard for financial instruments requiresthat securities be classified into three categories: trading,held-to-maturity or other securities. Trading securities arecarried at fair value and held-to-maturity debt securities arecarried at amortized cost. Marketable securities classified
as other securities are carried at fair value with any changes
in unrealized holding gain or loss, net of the applicable
income taxes, included directly in net assets. Cost of securities sold is determined by the moving average method.
Non-marketable securities classified as other securities arecarried at cost based on the moving-average method.
(d) Inventories
Finished goods and merchandise are principally stated at
the lower of cost or net selling value, cost being determinedby the average method. Raw materials and supplies are
NISSIN FOODS HOLDINGS CO., LTD.

39

principally stated at the lower of cost or net selling value,
cost being determined by the last purchase price method.
(e) Hedging Activities
Receivables and payables hedged by forward foreignexchange contracts which meet certain conditions aretranslated at the corresponding foreign exchange contract
rates. Interest of the borrowings hedged by interest rate
swap contract which meet certain conditions is calculatedwith the corresponding interest rate swap contract rate.
(f) Property, Plant and Equipment(except for leased assets)
Depreciation is computed principally by the declining-balancemethod over the estimated useful lives of the respective assets
in conformity with the Corporation Tax Law of Japan. Certain
consolidated subsidiaries apply the straight-line method. The
straight-line method is also applied to the head office buildingof the Company (in Osaka) and the buildings and structures ofGeneral Research Institute of Food Science and Technology
and Food Safety Research Institute. In addition, the straightline method is applied to buildings (except for the attachments
to the buildings) acquired on or after April 1, 1998.
(g) Intangible Assets (except for leased assets)
Intangible assets are amortized by the straight-line
method. Purchased software is amortized by the straightline method over a five-year period, the estimated usefullife used by the Group.
(h) Leased Assets
Leased assets under finance lease contracts that do nottransfer ownership to the lessee and were entered into on orafter April 1, 2008 are depreciated in a same manner as
those described in Note 2(f).
Leased assets under finance lease contracts that do nottransfer ownership to the lessee and were entered into on or
before March 31, 2008 are depreciated to a residual value ofzero by the straight-line method using the term of the contract as the useful life (Note 3(b)).
(i) Accrued Retirement Benefits to Employees
Accrued retirement benefits to employees have been provided
principally at an amount calculated based on the retirement
benefit obligation and the fair value of the pension plan assets,
as adjusted for net unrecognized actuarial gain or loss andunrecognized prior service cost. The estimated benefit isattributed to each period by the straight-line method over theestimated years of service of the eligible employees.
Net unrecognized actuarial gain or loss is credited or
charged to income in the year following the year in which thegain or loss was incurred.
(j) A ccrued Retirement Benefits to Directors andCorporate Auditors
At the general meeting of shareholders held on June 27, 2008,
shareholders approved abolishing the seniority-based retirement benefit plan for directors, effective the same day. In
accordance with the resolution that also determined theamount of the benefit that had been accrued until the time ofelimination of the retirement plan and that is to be paid to directors and corporate auditors when each of them retired, theprovision of the benefit stated as “accrued retirement benefits
to directors and corporate auditors” on the previous balance
sheet was reclassified as “other long-term liabilities.”(k) Allowance for Doubtful Receivables
The allowance for doubtful receivables is calculated basedon the historical experience with bad debts and an estimate of certain uncollectible amounts determined after ananalysis of specific individual doubtful receivables.
(l) Income Taxes
Deferred income taxes are provided for temporary differences between the balances of assets and liabilities
reported for financial reporting purposes and the corresponding balances for tax reporting purposes.
(m) Amortization of Goodwill and Negative Goodwill
Goodwill and negative goodwill are amortized by thestraight-line method over a certain period reasonably determined for each investment on a case-by-case basis, but nolonger than 20 years, or are charged or credited to income
as incurred if the amount is deemed to be immaterial.
(n) Distribution of Retained Earnings
Under the Corporation Law of Japan, the distribution ofretained earnings with respect to a given financial period
is made by resolution of the shareholders at a general
meeting held subsequent to the close of the financial
period. The accounts for that period, therefore, do notreflect such distributions.

3. Changes in Method of Accounting(a) Measurement of Inventories
Effective the year ended March 31, 2009, the Company andits domestic consolidated subsidiaries adopted “Accounting
40

NISSIN FOODS HOLDINGS CO., LTD.

Standard for Measurement of Inventories” (AccountingStandards Board of Japan (ASBJ) Statement No. 9, July 5,2006). The standard requires revaluation of inventories ifthe book value is less than the net realizable value or the
replacement cost. The effect of this accounting change on
consolidated operating income and income before income
taxes and minority interests was immaterial.
(b) Lease Transactions
Formerly, finance lease transactions not involving thetransfer of ownership of leased assets were accounted forin a manner similar to the accounting treatment for
operating lease transactions. However, effective the year
ended March 31, 2009, the Company and its domestic
consolidated subsidiaries applied “Accounting Standard
for Lease Transactions” (ASBJ Statement No. 13; BusinessAccounting Council Committee No. 1, June 17, 1993; revised
March 30, 2007) and “Guidance on Accounting Standard
for Lease Transactions” (ASBJ Guidance No.16; the JapaneseInstitute of Certified Public Accountants, Accounting
Committee, January 18, 1994; revised March 30, 2007).
Such transactions are now accounted for as ordinary saleand purchase transactions.
For reference, the Company continues to account for
finance lease transactions not involving the transfer ofownership that were contracted on or before March 31,
2008 in a manner similar to the accounting treatment forordinary operating lease transactions.
The effect of the change in accounting standard on
consolidated operating income and income before income
taxes and minority interest for the year ended March 31,
2009 was immaterial.
(c) Unification of Accounting Policies ofForeign Subsidiaries
Effective the year ended March 31, 2009, the Company andits overseas consolidated subsidiaries adopted “Practical
Solution on Unification of Accounting Policies Applied toForeign Subsidiaries for Consolidated Financial Statements”(the Practical Issues Task Force of ASBJ No. 18, May 17,2006), which requires unification of accounting policies
applied to consolidated overseas subsidiaries. The adoption has no effect of on consolidated operating results forthe year ended March 31, 2009.
(d) Related Party Transactions
Effective the year ended March 31, 2009, the Group has
adopted “Accounting Standard for Related Party Disclosures”(ASBJ Statement No. 11 issued on October 17, 2006) and“Guidance on Accounting Standard for Related Party
Disclosures” (ASBJ Guidance No. 13 issued on October 17,2006). As a result of the adoption of these accounting standards related party transactions of the Company and its
consolidated subsidiaries were initially disclosed for the year
ended March 31, 2009.

(e) Change in Useful Lives for Depreciation
In accordance with the revision of the Corporate Tax Law
of Japan, effective the year ended March 31, 2009, theCompany and its domestic consolidated subsidiaries
have changed useful life of machinery. The effect of thisaccounting change on consolidated operating income
and income before income taxes and minority interests
was immaterial.
(f) Method of Depreciation Applicable to Tangible Fixed
Assets Acquired on or after April 1, 2007
In accordance with the revision of the Corporate Tax Law
of Japan, effective the fiscal year ended March 31, 2008,
the Company and its domestic consolidated subsidiaries
changed their method of accounting for depreciation of
tangible fixed assets acquired on and after April 1, 2007 to
conform it to the revised Corporate Tax Law of Japan.
As a result of this accounting change, consolidated
operating income and income before income taxes andminority interests decreased by ¥357 million for the year
ended March 31, 2008 from the corresponding amounts
which would have been recorded under the method
applied in the previous year.
The details of the effects of this accounting change
on segment information are shown in Note 19, “Segment
Information.”(g) Depreciation of Residual Value of Tangible Fixed
Assets Acquired on or before March 31, 2007
In accordance with the revision of the Corporate Tax Law
of Japan, effective the fiscal year ended March 31, 2008,
the Company and its domestic consolidated subsidiaries
additionally depreciate the tangible fixed assets that wereacquired on or before March 31, 2007 and that had been
fully depreciated to their respective depreciable limits
allowed by the Corporate Tax Law of Japan prior to therevision. The additional depreciable amount was depreciated by the straight-line method over a period of 5 years
based on the difference between the residual value stipulated by the Corporate Tax Law of Japan prior to therevision and memorandum value.
As a result of this accounting change, consolidated
operating income, and income before income taxes andminority interests decreased by ¥317 million for the year
ended March 31, 2008 from the corresponding amounts
which would have been recorded under the method
applied in the previous year.
The details of the effects of this accounting change
on segment information are shown in Note 19, “Segment
Information.”

NISSIN FOODS HOLDINGS CO., LTD.

41

4. 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, 2009 and 2008 is as follows:
Thousands of
U.S. dollars

Millions of yen

2009¥ 65,903
		 (4,711)
		 10,299¥ 71,491

Cash and deposits
Time deposits with maturities exceeding three months
Marketable securities redeemable within three months
Cash and cash equivalents

2008¥ 66,740
		 (5,066)
		 17,100¥ 78,774

2009$ 670,905
		 (47,959)
		 104,846$ 727,792

5. Securities(a) Information regarding marketable securities classified as other securities at March 31, 2009 and 2008 is summarized as follows:
Millions of yen

March 31, 2009

Acquisition
cost

Carrying
value

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

Securities whose carrying value exceeds their acquisition cost:¥ 18,098 ¥ 25,712¥ 7,614
I. Equity securities
II. Bonds
		600 		
603 		
3
National government
		 10,064 		 10,087 		
23
Corporate¥ 28,762 ¥ 36,402¥ 7,640
Subtotal
Securities whose carrying value does not exceed their acquisition cost:¥ 28,679 ¥ 24,542¥ (4,137)
I. Equity securities
II. Bonds		300 		
300 		(0)National government
		 50,151 		 48,393 		 (1,758)
Corporate		 6,726 		 6,169 		 (557)Other		 1,715 		 1,715 		
(0)III. Other¥ 87,571 ¥ 81,119¥ (6,452)
Subtotal¥ 116,333 ¥ 117,521¥ 1,188
Total
Millions of yen

March 31, 2008

Acquisition
cost

Carrying
value

Unrealized
gain (loss)

Securities whose carrying value exceeds their acquisition cost:¥ 25,105¥ 37,366¥ 12,261
I. Equity securities
II. Bonds
		 1,298 		 1,302 		
4
National government
		 11,692 		 11,716 		
24
Corporate		540 		
540 		
0
Other
		
12 		
20 		
8
III. Other¥ 38,647¥ 50,944¥ 12,297
Subtotal
Securities whose carrying value does not exceed their acquisition cost:¥ 18,364¥ 16,531¥ (1,833)
I. Equity securities
II. Bonds
		 10,503 		 10,500 		
(3)
National government
		 45,667 		 44,940 		
(727)
Corporate		 7,250 		 6,733 		
(517)
Other
		 1,000 		
781 		
(219)
III. Other¥ 82,784¥ 79,485¥ (3,299)
Subtotal¥121,431 ¥130,429¥ 8,998
Total

42

NISSIN FOODS HOLDINGS CO., LTD.

Acquisition
cost

Carryingvalue$ 184,241 $ 261,753

Unrealized
gain (loss)$ 77,512		
6,108 		6,139 		
31		 102,453 		 102,687 		
234$ 292,802 $ 370,579 $ 77,777$ 291,958 $ 249,843$ (42,115)

		
3,054 		3,054 		(0)		 510,547 		 492,650 		 (17,897)
		68,472 		
62,802 		 (5,670)
		
17,458 		
17,458 		
(0)$ 891,489 $ 825,807 $ (65,682)$1,184,291 $1,196,386 $ 12,095

(b) Sales of investments in securities classified as other securities for the years ended March 31, 2009, 2008 and 2007 aresummarized as follows:
Thousands of
U.S. dollars

Millions of yen

March 31,

Proceeds from sales
Aggregate gain
Aggregate loss

2009
2008
2007
2009
¥ 18,311¥ 12,437¥ 26,802$ 186,409
		
2,063 		156 		
677 		 21,002
		
41 		
— 		
39 		
417

(c) The carrying value of principal non-marketable other securities at March 31, 2009 and 2008 is summarized as follows:
Thousands of
U.S. dollars

Millions of yen

2009

March 31,

Other securities
Unlisted equity securities
Jointly-operated designated money trust
Preferred equity securities
Other

2008

¥ 13,926
		 10,000
		
—
		
523

¥
		
		
		

3,335
6,500
5,000
522

2009
$ 141,769
		 101,802
		
—
		
5,324

(d) The redemption schedule for securities with maturity dates classified as other securities as of March 31, 2009 is summarized as follows:
Millions of yen
Due within
one year

I. Bonds
National government
Corporate
Other
II. Other
Total

¥
300
		 7,196		—
		 10,151¥ 17,647

Due after one year
through five years

Due after five years
through ten years¥603
		 14,016
		 6,169
		
267¥ 21,055¥—
		 22,486
		
—
		
106
¥ 22,592

Due after
ten years¥—
		 7,213		—		—¥ 7,213

Thousands of U.S. dollars
Due within
one year

I. Bonds
National government
Corporate
Other
II. OtherTotal$ 3,054
		 73,257
		—		 103,339$ 179,650

Due after one year
through five years

Due after five years
through ten years$ 6,139
		 142,686
		 62,802
		
2,718$ 214,345$—
		 228,912
		
—
		
1,079
$ 229,991

Due after
ten years$—
		 73,430
		—		—$ 73,430

6. Inventories

Inventories as of March 31, 2009 and 2008 are summarized as follows:
Millions of yen

Merchandise and Finished goods
Raw materials and supplies
Total

2009
¥ 8,235
		
6,991¥ 15,2262008¥ 8,570
		 6,105¥ 14,675

Thousands of
U.S. dollars

2009$ 83,834
		
71,170$ 155,004

NISSIN FOODS HOLDINGS CO., LTD.

43

7. Loss on Impairment of Fixed Assets

The Group recognized losses on impairment of fixed assets for the years ended March 31, 2009, 2008 and 2007 as follows:
Location

Usage

Asset type

(March 31, 2009)
MYOJO FOODS CO., LTD.

Idle assets

Machinery and equipment

Business assets

Buildings, machinery and equipment

Ritto City, Shiga Prefecture and one other location

Idle assets

Buildings, machinery and equipment

Nissin Plastics Co., Ltd.

Business assets

Machinery and equipment

Nissin Foods (U.S.A.) Co., Inc.

Business assets

Buildings, machinery and equipment

MYOJO FOOD SERVICE CO., LTD.

Business assets

Buildings, machinery and equipment

Hanyu City, Saitama Prefecture

Business assets

Buildings, machinery and equipment

Toride City, Ibaraki Prefecture and two other locations

Idle assets

Buildings, machinery and equipment

MYOJO FOOD SERVICE CO., LTD. andthree other companies

Business assets

Buildings, machinery and equipment

AJI-NO-MINGEI FOOD SERVICE CO., LTD.
(March 31, 2008)(March 31, 2007)

The Group groups fixed assets by manufacturing unit or
usage. The Group also groups 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 theirrespective net recoverable value or memorandum value
and the Group recorded loss on impairment of fixed assetsof ¥125 million (U.S.$1,273 thousand) in the accompanying
consolidated statement of income for the year ended March
31, 2009. The impairment loss for the year ended March 31,
2009 consisted of losses on buildings and structures of ¥42
million (U.S.$428 thousand), machinery, equipment andvehicles of ¥82 million (U.S.$835 thousand), and other fixed
assets of ¥1 million (U.S.$10 thousand).
Loss on impairment of fixed assets recognized in theyear ended March 31, 2008 was ¥2,370 million. This impair-ment loss consisted of losses of ¥406 million on buildings
and structures, of ¥1,826 million on machinery, equipment
and vehicles and of ¥138 million on other fixed assets.
Loss on impairment of fixed assets recognized in theyear ended March, 2007 was ¥1,129 million. This impairment loss consisted of losses of ¥504 million on buildings
and structures, of ¥555 million on machinery, equipment
and vehicles, of ¥43 million on land and of ¥27 million onother fixed assets.
The recoverable value of the fixed assets for the years
ended March 31, 2009, 2008 and 2007 have been measured using their net selling value based on an appraisal
value determined by specialists and their value in use which
is based on the estimated future cash flows discounted at
5.0%, 5.0% and 3.0%, respectively.

8. Land Revaluation Reserve

Based on the Land Revaluation Law and the Amended Land
Revaluation Law, the Company revalued the land it holds foruse in the course of ongoing operations at March 31, 2002.
The resulting land revaluation difference represents an unrealized devaluation of land and has been debited directly, netof income taxes, under “Land revaluation reserve” in net
assets. There was no effect on the accompanying consolidated statements of income for the years ended March 31,
2009, 2008 and 2007. Deferred tax assets on unrealized loss

44

NISSIN FOODS HOLDINGS CO., LTD.

on land revaluation were shown in the accounts up to theyear ended March 31, 2005. As a result of an evaluation of
the collectability of deferred tax assets on March 31, 2006,
the amounts recorded in these accounts were reduced andreclassified to “Land revaluation reserve.” The market valueof the land as of March 31, 2009 and 2008 declined by¥7,304 million (U.S.$74,356 thousand) and ¥7,137 million,
respectively, compared with the carrying value of the land
revalued as of March 31, 2002.

9. Short-term Borrowings and Long-Term Debt

Short-term borrowings, which amounted to ¥4,636 million(U.S.$47,195 thousand) and ¥2,353 million as of March
31, 2009 and 2008, respectively, generally represent notes
payable to banks. Long-term debt (excluding the current
portion thereof), amounted to ¥5,442 million (U.S.$55,401
thousand) as of March 31, 2009.

The average interest rates on short-term borrowings
were 1.78% and 1.84% at March 31, 2009 and 2008,
respectively. The average interest rate on long-term borrowings at March 31, 2009 was 1.78%.

Long-term debt at March 31, 2009 is as follows:
Millions of yen

Thousands of U.S. dollars

¥

623
5,446
78
¥ 6,147(705)¥ 5,442

Secured long-term borrowings at interest rates ranging from 1.89% to 2.88%
Unsecured long-term borrowings at interest rates ranging from 1.69% to 2.54%
Lease obligation
Current portion of long-term debt

$ 6,342
55,442794$ 62,578(7,177)$ 55,401

The aggregate annual maturities of long-term debt subsequent to March 31, 2009 are summarized as follows:
Years ending March 31:

Millions of yen

2010
2011
2012
2013
2014
2015 and thereafter
Total

¥

Thousands of U.S. dollars

705
379
277
275
4,128
383
¥ 6,147$ 7,177
3,858
2,820
2,800
42,024
3,899$ 62,578

10. Pledged Assets

Assets pledged as collateral for short-term borrowings of ¥2,193 million (U.S.$22,325 thousand) and current portion of longterm debt of ¥623 million (U.S.$6,342 thousand) on the consolidated balance sheets as of March 31, 2009 and 2008 aresummarized as follows:
Thousands of
U.S. dollars

Millions of yen

2009
Land
Buildings and structures
Investments in securities¥ 665
		 408
		 488

2008
		
		
		

2009
—
—
—

$ 6,770
		 4,154
		 4,968

11. Accrued Retirement Benefits to Employees

The Company and domestic consolidated subsidiaries
have defined benefit pension plans, i.e., welfare pension
fund plans, tax-qualified pension plans and lump-sum
payment plans, covering substantially all employees whoare entitled to lump-sum or annuity payments, the amountsof which are determined by reference to their basic rates
of pay, length of service, and the conditions under which

termination occurs. The Company converted its tax qualified pension plans to welfare pension fund plans in 1989.
The following table sets forth the funded and accrued
status of the plans and the amounts recognized in theaccompanying consolidated balance sheets as of March
31, 2009 and 2008 for the Company’s and the consolidated subsidiaries’ defined benefit pension plans:

NISSIN FOODS HOLDINGS CO., LTD.

45

Thousands of
U.S. dollars

Millions of yen

2009¥ (45,718)
		 23,299
		 (22,419)
		 7,159
		 (15,260)		
0¥ (15,260)(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 benefits to employees, net (c+d)(f) Prepaid pension cost(g) Accrued retirement benefits for employees (e-f)

2008¥ (44,083)
		 29,902
		 (14,181)
		 5,552
		 (8,629)		13¥ (8,642)2009$ (465,418)
		 237,188
		 (228,230)
		
72,880		 (155,350)		
0$ (155,350)

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

The components of retirement benefit costs for the years ended March 31, 2009, 2008 and 2007 were as follows:
Thousands of
U.S. dollars

Millions of yen(a) Service cost (Notes 1 and 2)(b) Interest cost(c) Expected return on plan assets(d) Amortization of actuarial (gain) loss
Total net periodic pension cost

¥
		
		
		
¥

2009
2,001
1,002
(683)
5,552
7,872

2008
¥ 2,061
		
917
		
(797)
		 (1,016)¥ 1,1652007¥ 1,566
		
913
		
(727)
		 (4,641)¥ (2,889)2009$ 20,370
		 10,201
		 (6,953)
		 56,520$ 80,138

Notes: 1. Employees’ contributions to the welfare pension fund have been excluded.
2.	The components of retirement benefit costs of certain domestic consolidated subsidiaries, which have been calculated by a simplified method areincluded in service cost in 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, 2009, 2008 and 2007.

12. Income Taxes

Income taxes applicable to the Company and its domestic
consolidated subsidiaries comprise corporate taxes,
inhabitants’ taxes and enterprise taxes which, in theaggregate, resulted in a statutory tax rate of 40.33% for
the years ended March 31, 2009, 2008 and 2007. Overseas

Statutory tax rate
Corporate tax credit
Equity in earnings of affiliates
Loss on devaluation of investments in securities
Non-deductible expenses
Accrued retirement benefits to directors and corporate auditors
Tax loss carryforwards recorded by consolidated subsidiaries
Difference in consolidated subsidiaries' applicable tax rates
Other
Effective tax rates

46

NISSIN FOODS HOLDINGS CO., LTD.

consolidated subsidiaries are subject to the income taxesof the respective countries in which they operate.
The effective tax rates for the years ended March 31,
2009, 2008 and 2007 differ from the Company’s statutory
tax rate for the following reasons:2009
40.33%(0.83)(1.32)(5.19)
1.24——(2.23)(0.40)
31.60%

2008
40.33%(1.20)(1.75)
3.00
—
3.33
8.17
(2.04)
1.73
51.57%

2007
40.33%(1.10)(0.57)
—
—
—
4.19
0.12
0.35
43.32%

The tax effects of temporary differences which gave rise to significant portions of the deferred tax assets and liabilities at
March 31, 2009 and 2008 are presented below:
Thousands of
U.S. dollars

Millions of yen

Deferred tax assets:
Unrealized losses on securities
Accrued retirement benefits to employees
Accounts payable
Loss on impairment of fixed assets
Accrued retirement benefits to directors and corporate auditors
Accrued bonuses
Depreciation and amortization
Tax loss carryforwards of consolidated subsidiaries
Other
Gross deferred tax assets
Less: Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Deferred capital gain on properties
Unrealized holding gain on securities
Revaluation gain recognized upon consolidation
Other
Total deferred tax liabilities
Net deferred tax (liabilities) assets

2009

2008

2009

¥ 3,720
		 6,166
		 1,817
		
927
		
—
		 1,160
		 1,180
		 9,373
		 3,606
		 27,949
		 (16,637)
		 11,312¥ 10,480
		 3,495
		 2,505
		 1,229
		
935
		
984
		
803
		 10,278
		 2,028
		 32,737
		 (23,071)
		 9,666$ 37,870
		
62,771
		
18,497
		
9,437
		
—
		
11,809		
12,013
		
95,419		
36,710		 284,526
		 (169,368)
		 115,158

		 (2,163)
		
(275)
		 (5,847)
		
(775)
		 (9,060)¥ 2,252

		 (2,287)
		 (3,781)
		 (5,853)
		(142)
		 (12,063)¥ (2,397)

		
		
		
		
		
$

(22,020)(2,800)(59,524)(7,888)(92,232)
22,926

13. Shareholders’ Equity

The Corporation Law of Japan (the “Law”), provides thatan amount equal to 10% of the amount to be disbursed as
distributions of capital surplus (other than the capitalreserve) and retained earnings (other than the legal
reserve) be transferred to the capital reserve and the legal
reserve, respectively, until the sum of the capital reserveand the legal reserve equals 25% of the capital stock
account. Such distributions can be made at any time byresolution of the shareholders, or by the Board of Directors
if certain conditions are met.

The Company’s legal reserve included in retained earnings at March 31, 2009 and 2008 amounted to ¥6,280
million (U.S.$63,932 thousand).
Under the Law, 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, by resolution of the Board of Directors,
account for an amount not exceeding one-half of the proceeds of the sale of new shares as additional paid-in
capital included in capital surplus.

Movements in issued common stock and treasury stock for the years ended March 31, 2009 and 2008 are summarized as follows:
Number of shares

2009
Common stock and treasury stock:
Common stock
Treasury stock

March 31, 2008

Increase

Decrease

March 31, 2009

127,463,685
5,202,867

—
4,511

—
1,250

127,463,685
5,206,128

Number of shares

2008
Common stock and treasury stock:
Common stock
Treasury stock

March 31, 2007

Increase

Decrease

March 31, 2008

127,463,685
5,197,203

—
6,246

—
582

127,463,685
5,202,867

NISSIN FOODS HOLDINGS CO., LTD.

47

14. Research and Development Costs

Costs relating to research and development activities arecharged to income as incurred. Research and development
costs included in cost of sales and selling, general andadministrative expenses totaled ¥3,477 million (U.S.$35,397
thousand), ¥3,446 million and ¥3,164 million for the years
ended March 31, 2009, 2008 and 2007, respectively.

15. Other Income (Expenses)

Product recall expenses
Product recall expenses for the year ended March 31, 2008 were the expenses incurred in relation to the product recall conductedby Nissin Foods (U.S.A.) Co., Inc.

16. Leases

Lease assets presented in the accompanying consolidated balance sheets as of March 31, 2009 consisted ofthose under finance lease contracts that do not transfer
ownership to the lessee and were entered into on or after
April 1, 2008 principally for vending machines for the
instant noodle business.
The following pro-forma amounts represent the acquisi-tion cost, accumulated depreciation/amortization and net
book value of the property leased to the Group at March 31,
2009 and 2008, which would have been reflected in theaccompanying consolidated balance sheets if financeleases without transferring the ownership to the lessee
starting on or before March 31, 2008 which are currently
accounted for as operating leases had been capitalized:

Millions of yen
Acquisition
cost

2009

Machinery and vehicles
Equipment
Intangible fixed assets and other
Total

Accumulated
depreciation/amortization

Thousands of U.S. dollars
Net bookvalue¥ 1,089¥ 762¥ 327
		 522 		 298 		 224		 229 		 110 		 119
¥ 1,840¥ 1,170¥ 670

Acquisition
cost

Accumulated
depreciation/amortization

Net book
value$ 11,086$ 7,757$ 3,329		 5,314 		 3,034 		 2,280
		 2,332 		 1,120 		 1,212$ 18,732$ 11,911$ 6,821

Millions of yen
Acquisition
cost

2008

Machinery and vehicles
Equipment
Intangible fixed assets and other
Total

Accumulated
depreciation/amortization

Net bookvalue¥ 1,352¥ 803¥ 549
		 492 		 223 		 269		 152 		
48 		 104
¥ 1,996¥ 1,074¥ 922

Future minimum lease payments subsequent to March 31, 2009 for finance leases accounted for as operating leases are
summarized as follows:Year ending March 31,

Millions of yen

2010
2011 and thereafter
Total

¥ 293
377
¥ 670

Thousands of U.S. dollars$ 2,983
3,838$ 6,821

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

48

NISSIN FOODS HOLDINGS CO., LTD.

Lease payments relating to finance leases accounted for as
operating leases in the accompanying consolidated financial
statements amounted to ¥347 million (U.S.$3,533 thousand),¥385 million and ¥367 million, which were approximately

equal to the depreciation/amortization of the leased assets
computed by the straight-line method over the respective
lease terms assuming a nil residual value, for the years ended
March 31, 2009, 2008 and 2007, respectively.

17. Derivative Financial Instruments

The Group utilizes forward foreign exchange contracts
and interest rate swap contracts to manage risk arisingfrom adverse fluctuations in foreign currency exchange
rates and interest rates. The Group does not enter into
derivatives contracts for speculative or short-term
trading purposes.
The Group has established certain policies which wereapproved at a management meeting of the Company. In
accordance with these policies, the Finance and Accounting
Division of the Company controls and executes these derivatives. An evaluation of hedge effectiveness has been

omitted since the significant conditions of the hedging
instruments and hedged items were the same and the riskof changes in cash flows was completely avoided.
The Group enters into these derivatives with financial
institutions with high credit ratings to reduce the risk ofcredit loss in the event of non-performance by the counterparties to the contracts.
Disclosure of fair value information on derivatives of forward foreign exchange contracts has been omitted because
almost all open derivatives positions qualified for hedge
accounting at March 31, 2009 and 2008.

At March 31, 2009, the other outstanding derivative positions are as follows:
Thousands of U.S. dollars

2009

Currency options:
Call options on U.S. dollars, Buy
Put options on U.S. dollars, Sell

Contracts
outstanding

Millions of yen

Expired beyond
one year$ 11,500$ 8,500
		 16,100 		 11,900

Total

Thousands of U.S. dollars

Unrealized gain
(loss)

Fair value¥ 56
		 (85)¥ (29)

Fair value¥ 56
		 (85)¥ (29)

Unrealized gain
(loss)$ 570$ 570
		 (865) 		 (865)$ (295)$ (295)

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.
2. Items for which hedge accounting is applied are excluded from the above table disclosure.

18. Amounts per Share

Amounts per share at March 31, 2009, 2008 and 2007 and for the years then ended were as follows:Yen

Net assets
Net income:
Basic
Cash dividends applicable to the year
The amounts per share of net assets have been computed
based on the number 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 stock and the weighted-average
number of shares of common stock outstanding during theyear. Diluted net income per share has not been presented

2009¥ 2,287.21
		
		

2008
¥ 2,310.36

129.98 		
50.00 		U.S. dollars

2007¥ 2,304.40

111.17 		
50.00 		

$

2009
23.28

156.12 		
50.00 		

1.32
0.51

because there were no potentially dilutive shares at March
31, 2009, 2008 and 2007.
Cash dividends per share represent the cash dividends
proposed by the Board of Directors as applicable to therespective fiscal years together with the interim cash dividends paid.

NISSIN FOODS HOLDINGS CO., LTD.

49

19. Segment Information

The Group classifies its businesses into two segments principally based on product types and characteristics: theinstant noodle and associated business and other business. The instant noodle and associated business includes
pillow-type instant noodles, cup-type instant noodles,

chilled foods and frozen foods. The other business includes
confectionaries, beverages and the food service business.
The following tables present the business and geographic
segment information and the overseas sales of the Group forthe years ended March 31, 2009, 2008 and 2007:(a) Information by Business Segment
Millions of yen

Year ended March 31, 2009

I. Sales and operating income
Sales to third parties
Intersegment sales
Total
Operating expenses
Operating income

Instant noodle andassociated business

Otherbusiness

Eliminations
or corporate¥ 322,837
		3		 322,840
		 301,185¥ 21,655¥ 39,220		
6,257
		 45,477
		 43,000
¥
2,477

¥
		
		
		
¥

¥ 219,723
		
6,847
		
81
		 10,710¥ 26,951
		
846
		
44
		
1,560

¥ 162,055
		
281
		
—
		
5,302

Consolidated—¥ 362,057(6,260) 		
—(6,260) 		 362,057(5,680) 		 338,505(580)¥ 23,552

II. T otal assets, depreciation and amortization, loss on
impairment of fixed assets and capital investment
Total assets
Depreciation and amortization
Loss on impairment of fixed assets
Capital investment¥ 408,729
		
7,974
		
125
		 17,572

Thousands of U.S. dollars

Year ended March 31, 2009

I. Sales and operating income
Sales to third parties
Intersegment sales
Total
Operating expenses
Operating income

Instant noodle andassociated business

Otherbusiness

Eliminations
or corporate$ 3,286,542
$
		
30 		
		 3,286,572 				 3,066,120 		
$ 220,452$

399,267$
63,697 		
462,964 		
437,748 		
25,216$$ 2,236,822$
		69,704 				
825 		
		 109,030 		

274,366$ 1,649,751$ 4,160,939
8,612 		2,861 		81,177448 		
— 		
1,273
15,881 		
53,975 		 178,886

Consolidated—$ 3,685,809(63,727) 		
—(63,727) 		 3,685,809(57,823) 		 3,446,045(5,904) $ 239,764

II. T otal assets, depreciation and amortization, loss on
impairment of fixed assets and capital investment
Total assets
Depreciation and amortization
Loss on impairment of fixed assets
Capital investment

Notes: 1.	Operating expenses under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥6,788 million (U.S.$69,103
thousand) and consisted of mainly payroll cost in the back office division, general expenses and amortization of goodwill.
2.	Total assets under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥208,835 million (U.S.$2,125,980
thousand), and consisted of mainly surplus investment fund (including cash and marketable securities), long-term investment fund (including
investments in securities) and, assets associated with the back office division and goodwill.
3.	As described in Note 21, the Group has changed its corporate organization to a holding company structure, as a result there were decreases in the
instant noodle and associated business segment and corresponding increases in the elimination or corporate segment amounting to ¥6,195 million(U.S.$63,066 thousand) for operating expenses, ¥204,507 million (U.S.$2,081,920 thousand) of total assets, ¥280 million (U.S.$2,850 thousand) ofdepreciation and amortization and ¥5,302 million (U.S.$53,975 thousand) of capital investment, as compared to the corresponding amounts which
would have been recorded under the previous method.

50

NISSIN FOODS HOLDINGS CO., LTD.

Millions of yen

Year ended March 31, 2008

I. Sales and operating income
Sales to third parties
Intersegment sales
Total
Operating expenses
Operating income

Instant noodle andassociated business

Otherbusiness

Eliminations
or corporate

Consolidated¥ 346,822
		—		 346,822
		 321,448¥ 25,374¥ 38,648
		 5,764
		 44,412
		 41,833¥ 2,579¥—		 (5,764)
		 (5,764)
		 (5,483)¥ (281)¥ 385,470
		—		 385,470
		 357,798¥ 27,672¥ 364,287
		
6,732
		
2,259
		
9,847

¥ 25,677
		
794
		
111
		
919

¥ 2,731
		
—
		
—
		
—

¥ 392,695
		
7,526
		
2,370
		 10,766

II. Total assets, depreciation and amortization, loss on
impairment of fixed assets and capital investment
Total assets
Depreciation and amortization
Loss on impairment of fixed assets
Capital investment

Notes: 1.	Operating expenses under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥492 million, and consistedof mainly amortization of goodwill.
2.	Total assets under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥3,863 million, and consisted ofmainly goodwill.
3.	As a result of accounting change described in Note 3(f), operating expenses of the instant noodle and associated business and the other businessincreased by ¥341 million and ¥16 million, respectively, and operating income of these businesses decreased by the same amounts for the year
ended March 31, 2008 as compared to the corresponding amounts which would have been recorded under the previous method.
4.	As a result of accounting change described in Note 3(g), operating expenses of the instant noodle and associated business and the other businessincreased by ¥264 million and ¥53 million, respectively, and operating income of these businesses decreased by the same amounts for the year
ended March 31, 2008 as compared to the corresponding amounts which would have been recorded under the previous method.

Millions of yen

Year ended March 31, 2007

I. Sales and operating income
Sales to third parties
Intersegment sales
Total
Operating expenses
Operating income

Instant noodle andassociated business

Otherbusiness

Eliminations
or corporate

Consolidated¥ 325,468		—		 325,468
		 293,115¥ 32,353¥ 32,770
		 6,091
		 38,861
		 36,609¥ 2,252¥—
		 (6,091)
		 (6,091)
		 (5,221)¥ (870)¥ 358,238
		—		 358,238
		 324,503¥ 33,735

¥
		

¥
		

¥
		

¥
		

II. Depreciation and amortization,
loss on impairment of fixed assets
Depreciation and amortization
Loss on impairment of fixed assets

5,338
973

850
156

—
—

6,188
1,129

Note: O perating expenses under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥503 million, and consisted ofmainly amortization of goodwill.

NISSIN FOODS HOLDINGS CO., LTD.

51

(b) Information by Geographic Segment
Millions of yen

Year ended March 31, 2009

I. Sales and operating income (loss)
Sales to third parties
Intersegment sales
Total
Operating expenses
Operating income (loss)
II. Total assets

Japan

North
America

Other
areas

Eliminations
or corporate

Consolidated¥ 311,954¥ 26,126¥ 23,977¥—¥ 362,057
		
1,266 		14 		205 		
(1,485) 		
—		 313,220 		 26,140 		 24,182 		
(1,485) 		 362,057
		 289,474 		 27,622 		 22,237 		(828) 		 338,505¥ 23,746¥ (1,482)¥ 1,945¥(657) ¥ 23,552¥ 179,501¥ 10,210¥ 29,906¥ 189,112¥ 408,729
Thousands of U.S. dollars

Year ended March 31, 2009

I. Sales and operating income (loss)
Sales to third parties
Intersegment sales
Total
Operating expenses
Operating income (loss)
II. Total assets

Japan

North
America

Other
areas

Eliminations
or corporate

Consolidated$ 3,175,751$ 265,968$ 244,090 $— $ 3,685,809
		
12,888 		
143 		
2,087 		(15,118) 		
—		 3,188,639 		 266,111 		 246,177 		
(15,118) 		 3,685,809
		 2,946,900 		 281,197 		 226,377 		
(8,429) 		 3,446,045$ 241,739$ (15,086)$ 19,800 $(6,689) $ 239,764$ 1,827,354$ 103,940$ 304,449 $ 1,925,196 $ 4,160,939

Notes: 1. Classification of the countries or regions is based on geographical proximity.
2. Major countries and regions included in areas other than Japan:
		 (1) North America: The U.S.A. and Mexico
		 (2) Other areas: China, Germany and Hungary
3.	Operating expense under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥6,788 million (U.S.$69,103
thousand), consisted of mainly payroll costs in the back office division, general expenses and the amortization of goodwill.
4.	Total assets under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥208,835 million (U.S.$2,125,980
thousand), and consisted of mainly surplus investment funds (including cash and marketable securities), long-term investment funds (including
investments in securities), assets associated with the back office division and goodwill.
5.	As described in Note 21, the Group changed its corporate structure to a holding company structure. As a result of this change, operating expensein the Japan segment was decreased by ¥6,195 million (U.S.$63,066 thousand) and the eliminations and corporate were increased by the sameamount for the year ended March 31, 2009, and the assets under the Japan segment decreased by ¥204,507 million (U.S.$2,081,920 thousand)and “Eliminations or corporate” increased by the same amount at March 31, 2009 as compared to the corresponding amounts which would havebeen recorded under the previous method.

Millions of yen

Year ended March 31, 2008

I. Sales and operating income (loss)
Sales to third parties
Intersegment sales
Total
Operating expenses
Operating income (loss)
II. Total assets

Japan

North
America

Other
areas

Eliminations
or corporate

Consolidated¥ 329,984¥ 29,559¥ 25,927¥—¥ 385,470
		
1,220 		— 		596 		 (1,816) 		
—		 331,204 		 29,559 		 26,523 		 (1,816) 		 385,470
		 302,238 		 32,185 		 24,703 		 (1,328) 		 357,798¥ 28,966¥ (2,626)¥ 1,820¥(488)¥ 27,672¥ 361,834¥ 12,423¥ 33,975¥ (15,537)¥ 392,695

Notes: 1.	Operating expenses under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥492 million, andconsisted of mainly amortization of goodwill.
2.	Total assets under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥3,863 million, and consisted ofmainly goodwill.
3.	As a result of accounting change described in Note 3(f), operating expenses of the Japan segment increase by ¥357 million, and operating
income of this segment decreased by the same amount for the year ended March 31, 2008 as compared to the corresponding amounts which
would have been recorded under the previous method.
4.	As a result of accounting change described in Note 3(g), operating expenses of the Japan segment increased by ¥317 million, and operating
income of this segment decreased by the same amount for the year ended March 31, 2008 as compared to the corresponding amounts which
would have been recorded under the previous method.

52

NISSIN FOODS HOLDINGS CO., LTD.

Millions of yen

Year ended March 31, 2007

North
AmericaJapan

I. Sales and operating income (loss)
Sales to third parties

Other
areas

Eliminations
or corporate

Consolidated¥ 303,718¥ 30,505¥ 24,015¥—¥ 358,238
		
1,277 		— 		656 		 (1,933) 		
—		 304,995 		 30,505 		 24,671 		 (1,933) 		 358,238
		 270,749 		 32,770 		 22,434 		 (1,450) 		 324,503¥ 34,246¥ (2,265)¥ 2,237¥(483)¥ 33,735Intersegment sales
Total
Operating expenses
Operating income (loss)

Note: O perating expenses under “Eliminations or corporate” that cannot be allocated to any particular segment amounted to ¥503 million, and consistedof mainly amortization of goodwill.

(c) Overseas Sales
Overseas sales, which include export sales of the Company
and its domestic consolidated subsidiaries and sales(other than exports to Japan) of the overseas consolidated

subsidiaries, for the years ended March 31, 2009, 2008 and2007 are summarized as follows:

Millions of yen
North
AmericaYear ended March 31, 2009

Overseas sales
Consolidated sales
Overseas sales as a percentage ofconsolidated sales

Other
areas

Thousands of U.S. dollars
North
America

Total

Other
areas

Total

¥ 26,599¥ 24,554¥ 51,153		— 		— 		 362,057$ 270,783 $ 249,964 $ 520,747		— 		— 		 3,685,809

				

7.3% 		

6.8% 		 14.1%

7.3% 		

6.8% 		

14.1%Millions of yen

Year ended March 31, 2008

Overseas sales
Consolidated sales
Overseas sales as a percentage ofconsolidated sales

North
America

Other
areas

Total

¥ 29,859—¥ 26,400—¥ 56,259
385,470

7.7%

6.9%

14.6%

Millions of yen

Year ended March 31, 2007

Overseas sales
Consolidated sales
Overseas sales as a percentage ofconsolidated sales

North
America

Other
areas

Total

¥ 30,831—¥ 25,075—¥ 55,906
358,238

8.6%

7.0%

15.6%

Notes: 1.	Classification of the countries or regions is based on geographical proximity.
2. Principal countries classified in the above regions:		 North America: U.S.A. and Mexico
		 Other areas: China, Hungary and Germany
3.	Overseas sales represent the sum total of sales to the overseas market outside Japanby the Company and its consolidated subsidiaries.
		 (Sales between consolidated subsidiaries are not included.)

NISSIN FOODS HOLDINGS CO., LTD.

53

20. Contingent Liabilities

As of March 31, 2009, a subsidiary of the Company is contingently liable for guarantee of borrowings of its unconsolidated

subsidiaries from financial institutions and other of ¥1,075
million (U.S.$10,944 thousand) in aggregate.

21. BUSINESS REORGANIZATIONAs approved at the annual general meeting of shareholdersof the Company on June 27, 2008 and effective October 1,
2008, the Company has changed its corporate organization
to a holding company structure (with the Company as theholding company and newly-incorporated subsidiaries under
the Company) in the form of a corporate split and changed
its name to “NISSIN FOODS HOLDINGS CO., LTD.”
Accordingly, the businesses and functions of theCompany were transferred to the newly-incorporated
subsidiaries: the instant noodle business to NISSINFOODS CO., LTD., the chilled food business to NISSINCHILLED FOODS CO., LTD., the frozen food business to
NISSIN FROZEN FOODS CO., LTD. and administrative
functions, including general administration, accounting,payrolls and information systems to NISSIN BUSINESSSUPPORT CO., LTD.
This corporate split was carried out to enforce thegroup strategy function, develop each of their business,promote the synergy with MYOJO FOODS CO., LTD., andaccelerate the development of top management.
This reorganization under the common control was
legally deemed as a subsidiary-type corporate split where
the Company was a transferring company and NISSINFOODS CO., LTD., NISSIN CHILLED FOODS CO., LTD.,NISSIN FROZEN FOODS CO., LTD. and NISSIN BUSINESSSUPPORT CO., LTD. were receiving companies.
This corporate split is accounted for as a transaction
under common control prescribed in “AccountingStandard for Business Divestiture” (ASBJ Statement No.
7, December 27, 2005) and “Guidance for AccountingStandard for Business Combinations and AccountingStandard for Business Divestitures” (ASBJ Guidance No.
10, December 17, 2005). No goodwill has been generated
from this corporate split.

OUTLINE OF the corporate split
Name of newly
incorporated subsidiary

NISSIN FOODS
CO., LTD.

NISSIN CHILLED FOODS
CO., LTD.

NISSIN FROZEN FOODS
CO., LTD.

NISSIN BUSINESS SUPPORT
CO., LTD.

Business transferred

Production and saleof instant noodles

Production and saleof chilled foods

Production and saleof frozen foods

Support of indirect
administrative services
for the Group

Number ofshares issued

100 shares

100 shares

100 shares

100 shares

Common stock¥5,000 million(U.S.$50,901 thousand)¥100 million(U.S.$1,018 thousand)¥100 million(U.S.$1,018 thousand)¥50 million(U.S.$509 thousand)Assets transferred¥66,875 million(U.S.$680,800 thousand)¥6,331 million(U.S.$64,451 thousand)¥5,837 million(U.S.$59,422 thousand)¥1,573 million(U.S.$16,013 thousand)Liabilities transferred¥25,106 million(U.S.$255,584 thousand)¥1,654 million(U.S.$16,838 thousand)¥924 million(U.S.$9,406 thousand)¥302 million(U.S.$3,074 thousand)

The Company is a parent company of these receiving companies and the quota of stock was determined by thearrangements between the Company and these receiving

54

NISSIN FOODS HOLDINGS CO., LTD.

companies since there was no change in net asset of theCompany after this corporate split.

22. RELATED PARTY TRANSACTIONSThe Group had concluded lease contracts with two relatedparties, whose shares are wholly owned by certain directorsof the Company and their relatives. The amount of lease
payment to these companies for the years ended March 31,

2009 and 2008 were ¥338 million (U.S.$3,441 thousand)and ¥336 million, respectively, and the outstanding balanceof lease obligations at March 31, 2009 and 2008 were ¥12
million (U.S.$122 thousand) and ¥37 million, respectively.

23. Subsequent Events(a) Acquisition of Treasury Stock(1)	On May 20, 2009, the Board of Directors of theCompany resolved to acquire treasury stock toensure a capital policy responding to changes in
economic circumstance flexibly.
			 On the basis of above resolution, the Company
acquired 3,120,300 shares of its own common
stock for ¥8,284 million (U.S.$84,333 thousand) at
May 21, 2009.

(2)	On May 27, 2009, the Board of Directors of theCompany resolved to acquire treasury stock toensure a capital policy responding to changes in
economic circumstance flexibly.
			 On the basis of above resolution, the Company
acquired 3,491,600 shares of its own common stockfor ¥10,379 million (U.S.$105,660 thousand) during
the period from May 28, 2009 to June 12, 2009.

(b) 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, 2009, was approved at a meeting of the shareholdersof the Company held on June 26, 2009:

Cash dividends (¥25 = U.S.$0.25 per share)

Millions of yen

Thousands of
U.S. dollars¥ 3,057$ 31,120NISSIN FOODS HOLDINGS CO., LTD.

55

56

NISSIN FOODS HOLDINGS CO., LTD.

Business Areas of Consolidated Subsidiaries and Affiliates
Company

Capital(As of March 31, 2009)

Business Area

EquityOwnership (%)

Consolidated Subsidiaries
NISSIN FOOD PRODUCTS CO., LTD.

¥5,000 million

Cup- and pillow-type noodle manufacturing and marketing

100.0

MYOJO FOODS CO., LTD.

¥3,143 million

Cup-and pillow-type noodle manufacturing and marketing

100.0

NISSIN CHILLED FOODS CO., LTD.

¥100 million

Chilled food manufacturing and marketing

100.0

NISSIN FROZEN FOODS CO., LTD.

¥100 million

Frozen food manufacturing and marketing

100.0

NISSIN CISCO CO., LTD.

¥2,600 million

confectionary manufacturing and marketing

80.0

NISSIN YORK CO., LTD.

¥870 million

Beverage and dairy product manufacturing and marketing

100.0

AJI-NO-MINGEI FOOD SERVICE CO., LTD.*1¥365 million

Food service

75.8

NISSIN BUSINESS SUPPORT CO., LTD.

¥50 million

Intergroup business support

100.0

Sapporo Nissin Co., Ltd.

¥250 million

Cup-and pillow-type noodle manufacturing and marketing

100.0 (100.0)

Nissin F.D. Foods Co., Ltd.

¥100 million

Freeze-dried food manufacturing and marketing

100.0 (100.0)

Nissin Plastics Co., Ltd.

¥450 million

Container manufacturing and marketing

100.0 (100.0)

Kagawa Nissin Food Products Co., Ltd.

¥100 million

Ingredient manufacturing and marketing

100.0 (100.0)

Nissin Enterprise Corporation¥300 million

Shipping and warehousing

100.0 (100.0)

Ajinihon Co., Ltd.

¥95 million

Soup manufacturing and marketing

46.3 (46.3)

NISHINIHON MYOJO CO., LTD.

¥90 million

Cup-and pillow-type noodle manufacturing and marketing

100.0 (100.0)

UNI-STAR CO., LTD.

¥150 million

Soup manufacturing and marketing

100.0 (100.0)

MYOJO SUPPLY SERVICE. CO., LTD.

¥90 million

Contracted manufacturing100.0 (100.0)

MYOJO FRESH CO., LTD.

¥400 million

Chilled food manufacturing and marketing

100.0 (100.0)

Shikoku Nissin Food Products Co., Ltd.

¥98 million

Frozen food manufacturing and marketing

100.0 (100.0)

Takamatsu Nissin Food Products Co., Ltd.

¥80 million

Frozen food manufacturing and marketing

100.0 (100.0)

Nicky Foods Co., Ltd.

¥60 million

Frozen food manufacturing and marketing

100.0 (100.0)

NISSIN ASSET MANAGEMENT CO., LTD.

¥50 million

Real estate and leasing management

100.0

Uji Kaihatsu Development Co., Ltd.

¥100 million

Golf course management

94.2

U.S.$83,500 thousand

Cup-and pillow-type noodle manufacturing and marketing

90.0

U.S.$5,000 thousand

Nissin Foods (U.S.A.) Co., Inc.
MYOJO U.S.A., INC.

(1.3)

Chilled food manufacturing and marketing

96.0

Nissin Foods de Mexico S.A. de C.V.

MXN 149,134 thousand

Cup-type noodle manufacturing and marketing

100.0

Nissin Foods Co., Ltd.

HK$671,600 thousand

Cup-and pillow-type noodle manufacturing and marketing

100.0

HK$29,975 thousand

Cup-and pillow-type noodle and frozen food manufacturingand marketing

74.0

Miracle Foods Co., Ltd.

HK$21,000 thousand

Container manufacturing and marketing

100.0 (100.0)

Nissin Foods (China) Holding Co., Ltd.

U.S.$40,500 thousand

Invests in businesses in the PRC

100.0 (100.0)

Shanghai Nissin Foods Co., Ltd.

U.S.$25,000 thousand

Cup-and pillow-type noodle manufacturing and marketing

100.0 (100.0)

Guangdong Shunde Nissin Foods Co., Ltd.

HK$130,000 thousand

Cup-and pillow-type noodle manufacturing and marketing

100.0 (100.0)

Zhuhai Golden Coast Winner Food
Products Ltd.

HK$84,000 thousand

Cup-and pillow-type noodle manufacturing and marketing

70.5 (70.5)

Guangyougnan Food Products(Shenzhen) Co., Ltd.

HK$11,000 thousand

Frozen food manufacturing and marketing

100.0 (100.0)

NISSIN FOODS (ASIA) PTE. LTD.*2

SG$15,179 thousand

Cup- and pillow-type noodle manufacturing and marketing,and overall management of Asian business

100.0

INR 174,375 thousand

Cup-and pillow-type noodle manufacturing and marketing

74.8 (74.8)

HUF 1,000,000 thousand

Cup-and pillow-type noodle manufacturing and marketing

100.0

Cup-and pillow-type noodle marketing

100.0 (99.0)

Winner Food Products Ltd.

Indo Nissin Foods Ltd.
Nissin Foods Kft.
Nissin Foods GmbHEUR 25 thousand

Affiliates Accounted for by the Equity Method
Nissin-Ajinomoto Alimentos Ltda.

BRL 12,688 thousand

Cup-and pillow-type noodle manufacturing and marketing

50.0

THAI PRESIDENT FOODS PUBLICCOMPANY LIMITEDTHB 180,000 thousand

Cup-and pillow- type noodle manufacturing and marketing

20.1

Notes: 1.	Name changed from MYOJO FOODSERVICE CO., LTD. on October 1, 2008.
2. Name changed from MYOJO FOODS CO. (S) PTE. LTD. on January 29, 2009.
3. The figures in () of equity ownership show percentage of indirect ownership.
NISSIN FOODS HOLDINGS CO., LTD.

57

WORLDWIDENETWORKAmericasNissin Foods (U.S.A.) Co., Inc.
(Corporate Office & Gardena Plant)
2001 West Rosecrans Avenue, Gardena, CA 90249 U.S.A.
Telephone: 1-323-321-6453 Fax: 1-310-515-3751(Lancaster Plant)
Masako Place, 2901 Hempland Road,
Lancaster, PA 17601 U.S.A.
Telephone: 1-717-291-5901 Fax: 1-717-291-9737

MYOJO U.S.A., INC.
6220 Prescott Court, Chino, CA 91710 U.S.A.
Telephone: 1-909-464-1411 Fax: 1-909-464-1415

Nissin Foods de Mexico S.A. de C.V.
(Corporate Office & Plant)
Av. de las Partidas S/N
Fracc. Industrial Cerrillo ll
Lerma, Edo. de Mexico C.P. 52000 Mexico
Telephone: 52-728-282-8950 Fax: 52-728-282-8988(Sales Office)Sanchez Azcona 1537-B
Col. Del Valle Deleg. Benito Juarez
Mexico, D. F., C.P. 03100 Mexico
Telephone: 52-55-5601-4200 Fax: 52-55-5601-4214

Nissin-Ajinomoto Alimentos Ltda.
(Head Office)Rua Alves Guimaraes, 1297 - Jardim America Sao Paulo - SP - Brazil, CEP 05410-926
Telephone: 55-11-3094-5900 Fax: 55-11-3094-5901(Ibiuna Plant)
Rodovia Bunjiro Nakao, Km 57 - Ibiuna - SP - Brazil,
CEP 18150-000 - Caixa Postal 57
Telephone: 55-15-3248-9600 Fax: 55-15-3249-1255

Asia

Nissin Foods (HK) Management Co., Ltd.

Jinmailang Foods Co., Ltd.

9-13, Dai Cheong Street, Tai Po Industrial Estate,
Tai Po, N.T. Hong Kong
Telephone: 852-3406-6888 Fax: 852-2664-2201(Head Office)
Hualong Food Market of Longyao, Hebei,
055350 The People’s Republic of China
Telephone: 86-319-6598866 Fax: 86-319-6591358

Nissin Foods Co., Ltd.
(Head Office & Main Plant)
21-23, Dai Shing Street, Tai Po Industrial Estate,
Tai Po, N.T. Hong Kong
Telephone: 852-2665-0032 Fax: 852-2664-4189(Beijing Office)
17/F, Building 1#, No. 38 East 3rd Ring North Road,
Chaoyang District, Beijing 100020 The People’s Republic of China
Telephone: 86-10-8599-9898 Fax: 86-10-8599-9898(Wing On Plant)
9-13, Dai Cheong Street, Tai Po Industrial Estate,
Tai Po, N.T. Hong Kong
Telephone: 852-3406-6888 Fax: 852-2664-2201

Shanghai Nissin Foods Co., Ltd.

Winner Food Products Ltd.

(Head Office & Plant)
No. 1, Xinxiao Road, Xinqiao Zhen, Songjiang District, Shanghai,
201612 The People’s Republic of China
Telephone: 86-21-5764-4070 Fax: 86-21-5764-4073(Winner Plant)
11-13, Dai Shun Street, Tai Po Industrial Estate,
Tai Po, N.T. Hong Kong
Telephone: 852-2667-3766 Fax: 852-2663-1301(Shanghai Office)
11F, Dongying Bldg., 2570 Xietu Road, Xuhui District, Shanghai,
200030 The People’s Republic of China
Telephone: 86-21-6464-3992 Fax: 86-21-6464-3864(Wintai Plant)
20, Dai Kwai Street, Tai Po Industrial Estate,
Tai Po, N.T. Hong Kong
Telephone: 852-2663-3992 Fax: 852-2664-0321

FOOD SAFETY EVALUATION &RESEARCH INSTITUTE CO., LTD.

Miracle Foods Co., Ltd.
19, Dai Shing Street, Tai Po Industrial Estate,
Tai Po, N.T. Hong Kong
Telephone: 852-2666-7481 Fax: 852-2666-0600

Nissin Foods (China) Holding Co., Ltd.
10F, Dongying Bld. 2570 Xietu Road, Xuhui District,
Shanghai, 200030 The People’s Republic of China
Telephone: 86-21-6468-7176 Fax: 86-21-6468-3295

58

NISSIN FOODS HOLDINGS CO., LTD.

No. 619, Ziri Road, Minhang District, Shanghai,
200241 The People’s Republic of China
Telephone: 86-21-6145-0555 Fax: 86-21-6145-0571

Guangdong Shunde Nissin Foods Co., Ltd.
(Head Office & Plant)
13, Gang Qian Road, Beijiao Industrial Park, Beijiao County,
Shunde District, Foshan City, Guangdong Province,
528311 The People’s Republic of China
Telephone: 86-757-2665-1778 Fax: 86-757-2665-2778

(Guangzhou Office)7th Floor, Golden Lake Building, No. 2,
Dong Hu West Road, Guangzhou, 510100
The People’s Republic of China
Telephone: 86-20-8378-1723 Fax: 86-20-8385-6181(Bangalore Plant)
18-A-2, Road No. 2, Jigani Industrial Area, Anekal Taluk,
Bangalore District-562106 Karnataka State India
Telephone: 91-80-27825280 Fax: 91-80-27825279

Zhuhai Golden Coast Winner Food Products Ltd.

(Head Office)Amalgam House, Bristow Road,
Willingdon Island, Cochin-682 003, Kerala, India
Telephone: 91-484-2668680 Fax: 91-484-2668130

Anjizhong Road 65, Sanzao jinwan, Zhuhai Guangdong China
Telephone: 86-756-3900500 Fax: 86-756-3900599

Guangyougnan Food Products (Shenzhen) Co., Ltd.
3rd Floor, No. 8, Road 5, Qingshuihe,
Shenzhen, Guangdong Province, The People’s Republic of China
Telephone: 86-755-2587-4371 Fax: 86-755-2587-8599

Nissin Foods (ASIA) Pte. Ltd.
(Head Office)
16, Chin Bee Road, Jurong Town, Singapore 619826
Telephone: 65-6-2652447 Fax: 65-6-2652753(Sales Office)
31 Jurong Port Road #02-11M,
Jurong Logistics Hub, Singapore 619115
Telephone: 65-6-2681309 Fax: 65-6-2682758

Nissin-Universal Robina Corporation

Accelerated Freeze Drying Co., Ltd.

(Cochin Plant)
EP/IV/513, Ezhupunna P.O.
Alleppey District-688 548, Kerala, India
Telephone: 91-478-2872012 Fax: 91-478-2873016(Bangalore Plant)
Plot No. 18-A1, Jigani Industrial Area, Anekal Taluk,
Bangalore-562 106 Karnataka, India
Telephone: 91-8078-25282 Fax: 91-8078-25283

PT. NISSINMAS
Jl. Jababeka Raya Blok N/1,
Cikarang Bekasi, 17530 Indonesia
Telephone: 62-21-893-4130 Fax: 62-21-893-4129(Head Office)4th Floor, CFC Administration Building,
E. Rodriguez Jr. Ave., Bagong Ilog, Pasig City, 1600 Philippines
Telephone: 63-2-671-7176 Fax: 63-2-671-3978

Nissin Foods (Thailand) Co., Ltd.

(Cavite Plant)
Block 7, Lot 8, First Cavite Industrial Estate,
Bo. Langkaan, Dasmariñas Cavite, 4140 Philippines
Telephone: 63-46-402-0662 Fax: 63-46-402-0824(Bangkok Office)802 Bangkok Tower, 2170 New Petchburi Road,
Bangkok 10320, Thailand
Telephone: 66-2-308-0360 Fax: 66-2-308-0363

Indo Nissin Foods Ltd.

THAI PRESIDENT FOODS PUBLIC COMPANY LIMITED(Head Office)3rd Floor, Centenary Building, 28, M.G. Road,
Bangalore 560 001, India
Telephone: 91-80-2532-7900 Fax: 91-80-2559-9087

304 TF Buildings, Srinakarin Rd., Huamark, Bangkapi,
Bangkok 10240, Thailand
Telephone: 66-2-374-4730 Fax: 66-2-374-7743(Head Office & Plant)
631 Moo 11, Sukapiban 8, Sriracha Chonburi 20280, Thailand
Telephone: 66-38-481-351 Fax: 66-38-481-353(Delhi Plant)
91 Kms, Delhi-Jaipur Road, Village Deodhai, Tehsil Bawal,
District Rewari-123401 Haryana, India
Telephone: 91-1284-264032 Fax: 91-1284-264032

EuropeNissin Foods Kft.

LLC Mareven Food Central

H-6000 Kecskemet, Buzakalasz ut20., Hungary
Telephone:36-76-485-702 Fax:36-76-485-704(Head Office)Business Park “Greenwood” Building 17, Putilkovo,
69th km of MKAD, Krasnogorskiy District, Moscow 143441 Russia
Telephone: 7-495-730-1186 Fax: 7-495-730-1186

Nissin Foods GmbHAm Hohenstein 3-565779 Kelkheim, Germany
Telephone: 49-6195-6927 Fax: 49-6195-910019(Serpukhov Plant)
31, Severnoye Shosse, Ivanovskoye, Serpukhovsky Rayon,
Moskovskaya Oblast, 142204, Russia
Telephone: 7-496-735-5205/5548 Fax: 7-496-735-5097

NISSIN FOODS HOLDINGS CO., LTD.

59

CORPORATE
DATA
Nissin Foods Holdings Co., Ltd.
Head Office

History
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.

Fax: 81-3-3205-5059

1963

Listed on the Second Section of the Tokyo andOsaka Stock Exchanges.

Osaka Head Office

1970

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

1971

Cup Noodle introduced; Kanto Plant begins operation.

1972

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

1973

Shiga Plant and General Research Center begin operation.

1975

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;
contracted as official supplier to the 2002 FIFA World CupTM.

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.,
gives Nissin Food Group the No. 1 global share.

2005

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

2006

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

2007

MYOJO FOODS becomes a wholly owned subsidiary of Nissin Foods;
Nissin Shanghai Food Safety Research Institute begins operation.

2008

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

2009

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

28-1, 6-chome, Shinjuku, Shinjuku-ku
Tokyo 160-8524, Japan
Telephone: 81-3-3205-5111

1-1, 4-chome, Nishinakajima, Yodogawa-ku
Osaka 532-8524, Japan
Telephone: 81-6-6305-7711
Fax: 81-6-6304-1288
Web Site: http://www.nissinfoods-holdings.co.jp

Research Institutes
Central Research Institute,
Food Safety Research Institute(As of March 31, 2009)60

NISSIN FOODS HOLDINGS CO., LTD.

Investor
Information (NISSIN FOODS HOLDINGS CO., LTD.)
As of March 31, 2009 (U.S.$1=¥98.23)

Date of Establishment

Distribution of Ownership among Shareholders

September 1948

Number of Employees

L Financial Institutions

28.17%

7,408 (consolidated basis)
350 (parent company)

L Other Corporations

38.65%

L Foreign Corporations

20.23%

L Individuals and Other

12.75%

L Securities Companies

0.20%

Common Stock
Authorized: 500,000,000 shares
Issued: 127,463,685 shares
Number of Shareholders: 22,185(Excluding owners of odd-lot shares)

Principal Shareholders
Number of
Shares Held(Thousands)

Percentage ofTotal Shares
Outstanding

12,476
7,904
7,800
7,800

9.79%
6.20
6.12
6.12

4,471

3.51

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
The Master Trust Bank of Japan, Ltd. (Trust Account)

4,100
4,000
3,808
3,650
2,849

3.22
3.14
2.99
2.86
2.24

Total

58,861

46.18

Name

Paid-in CapitalMorgan Stanley & Company Inc.

¥25,123 million ($256 million)

Ando Foundation

Stock Listings

Mitsubishi Corp.

Tokyo and Osaka stock exchanges

ITOCHU Corporation

Ticker CodeJapan Trustee Services Bank, Ltd.
(Trust Account 4G)

2897

Ando International Y.K.
Mizuho Corporate Bank, Ltd.

Independent Auditors

Japan Trustee Services Bank, Ltd. (Trust Account)

Ernst & Young ShinNihon LLC

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

Note: In addition to the above, the Company holds 5,206,100 shares of treasury stock.

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

2005

2006

2007

2008

2009

EPS (Earnings Per Share) (Yen)¥ 134.46¥ 125.09¥ 156.12¥ 111.17¥ 129.98

BPS (Book-value Per Share) (Yen)¥ 2,091.16¥ 2,167.81¥ 2,304.40¥ 2,310.36¥ 2,287.21

PER (Price Earnings Ratio) (Times)

20.9

29.1

27.7

30.2

22.3

PBR (Price Book-value Ratio) (Times)

1.3

1.3

1.9

1.5

1.3

Dividend (Yen)¥ 30.00¥ 30.00¥ 50.00¥ 50.00¥ 50.00

Payout Ratio (%)

22.31

23.98

32.03

44.98

38.47

Notes: 1. From the fiscal year ended March 31, 2003, number of issued shares excludes the numbers of treasury stocks at term-end.
2. PER and PBR are calculated based on the stock price at year-end.

Further Information

For further information, please contact:
Corporate Communications Division (Head Office)

Share Price Range and Trading Volume on TSE
5,000

(Yen)

(Thousands of share)

4,000

15,000Share Price (Left)

Tel: 81-3-3205-5252 Fax: 81-3-3205-5259
Regularly updated IR information in English is also

20,000

Trading Volume (Right)

3,000
10,000available on NISSIN FOODS HOLDINGS web site at

2,000

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

1,000
0

5,000

4
5
2008

6

7

8

9

10

11

12

1
2
2009

3

4

5

6

NISSIN FOODS HOLDINGS CO., LTD.

06128-1, 6-chome, Shinjuku, Shinjuku-ku, Tokyo 160-8524, Japan
Telephone : 81-3-3205-5111
Fax: 81-3-3205-5059

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

Printed in Japan