Annual Report 2013

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regulation in Brazil and Indonesia, our sales of automotive products have increased, mainly due to a boost from the favorable automobile ... March 2011 .... It has been adopted by Honda Motor Co., Ltd. for use in Honda .... Di erential Gears.
Table of Contents 01

SHOWA Philosophy

02

Message from the President

03

Review of Operations

04

Financial Performance Highlights

05

Segment Results

06

Consolidated Financial Statement

08

Highlights

11

SHOWA’s Global Network

13

SHOWA’s Technology

15

Outlook of Consolidated Business Performance

SH OWA Phi losophy

Corporate Culture

Our Corporate Principle Code of Conduct

Our Fundamental Beliefs − Our Fundamental Beliefs −

Respect for the individuals Trust/Fairness/Independence

− Our Corporate Principle −

 With the aim of becoming a global company trusted by customers worldwide, we are committed to making continuous innovations to provide superior products of the best technology and the highest quality to meet users’ needs.

− Code of Conduct −

1.Let actions be driven by ideals and visions 2.Value time and ideas, and approach problems based on fundamentals and principles 3.Place value on communications and understand the situation of others 4.Maintain operational transparency and soundness 5.Always be aware of environmental preservation, and make contributions to the community and society

SH OWA AN N U AL R E P ORT 2013 | 01

Mess a g e from the Pre si d ent

Dear stockholders,  We are pleased to present this summary of our results of the 105th term (from April 1, 2012 to March 31,2013) as follows.  Although our sales of motorcycle products decreased this term, an increase in sales of automotive products resulted in an overall increase in sales compared to the previous term. This term's profits were also higher than previous term's due to changes in configuration of variable sales and the positive effect of decreased costs.  Regarding motorcycle products, we initiatively have developed and brought to market the SSIF (Showa Smart Inverted Front Fork) for compact motorcycles in ASEAN market, which demand for such vehicle is forecasted to expand. Regarding automotive products, we have developed and brought to market a new shock absorber "SFRD" (Sensitive Frequency Response Damper) and succeeded in providing both comfort and handling stability in a variety of conditions. We plan to continue expanding our sales using high performance as our advantage.  As for overseas, we established our new subsidiary in Indonesia last year and began producing gear sets for automobiles in June 2013. In the interest of allocating production as efficiently as possible, we have also decided to establish a new subsidiary in China and expand into Mexico, while currently we are preparing to begin production in those countries.  Taking business performance, together with a long-term perspective in future business developments and consolidated results into comprehensive consideration, as well as responding to the support of our stockholders, we have decided to set the year-end dividend at ¥14 per share. As a result, the dividend for the fiscal year totaled ¥26 per share including the interim dividend of ¥12.  For the 106th term (from April 1, 2013 to March 31, 2014) we expect to set ¥14 for both the interim dividend and the year-end dividend, and as a result the dividend for the fiscal year is to total ¥28 per share.  We look forward to the continued invaluable support of all shareholders in the years to come.

Yoichi Hojo President

SH OWA AN N U AL R E P ORT 2 013 | 02

R e v ie w of Op er ati ons

Status of current term (2013)  Our group is facing the economic situation that the global economy is continuing its weak recovery. In the automobile sector, the Japanese, North American and Asian markets have been improving, leading to a global increase in both production and sales over last year.  Under these conditions, although our sales of motorcycle products decreased, mainly due to the influence of financial regulation in Brazil and Indonesia, our sales of automotive products have increased, mainly due to a boost from the favorable automobile markets in Japan, North America and Asia, leading to an increase in both sales and profits over the previous term.

232,962 million yen

(7.9% increase over previous term)

Operating profit

12,756 million yen

(69.9% increase over previous term)

Ordinary profit

13,916 million yen

(89.9% increase over previous term)

7,984 million yen

(213.1% increase over previous term)

Sales

Current-term net profit

Outlook for next term (2014)  Next term we expect that the weak global recovery will continue. The demand will fall in the Japanese automobile market as the subsidy for eco-friendly cars ends while the demand will increase in North America and Asia, leading to an increase in the global demand over last year.  As for our performance in the next term, we expect that the sales of both motorcycle products and automotive products will increase, leading to higher sales. We also expect that profits will increase due to the changes in variable sales, the effect of decreased costs, and the effect of exchange rate.  We assume exchange rates of 1 USD = 95 yen and 1 RMB = 15 yen, based on the full-year average.

275,000 million yen

(18.0% increase over previous term)

Operating profit

20,000 million yen

(56.8% increase over previous term)

Ordinary profit

21,000 million yen

(50.9% increase over previous term)

7,800 million yen

(2.4% decrease over previous term)

Sales

Current-term net profit

SH OWA AN N U AL R E P ORT 2013 | 03

Financia l Per f ormance Hig h l ig hts

Sales

Operating profit Non-consolidated

(Unit:Million Yen)

Consolidated

Non-consolidated

(Unit:Million Yen)

15,000 250,000

207,657

200,000 150,000 100,000

233,381

104,972

114,997

215,889

8,895

March 2010

March 2011

March 2012

March 2013

Current net income

5,000

2,690 5,001 2,370 March 2010

Non-consolidated

Consolidated

8,495 7,984

7,000

4,883 0

2,549

100

122

March 2013

100

March 2011

Consolidated

111.83 105.10

64.28

33.57

1.62 16.89

8,544 8,593 March 2012

112.47 113.11 March 2010

March 2013

Net asset

March 2011

March 2012

March 2013

Net asset per share Non-consolidated

(Unit:Million Yen)

100,000

85,054

52,058

Consolidated

92,280 82,753

50,469

81,010 54,359

61,782

Non-consolidated

(Unit:Yen)

1,200

900 600

40,000

1,026.54

929.52 685.27

Consolidated

892.75 664.36

884.61 715.56

813.28

300

20,000 0

March 2012

Non-consolidated

0

7,000

60,000

March 2011

(Unit:Yen)

1,283

80,000

428

833

Net income per share

(Unit:Million Yen)

March 2010

7,507

5,000 0

50,000 0

12,756

232,962

110,240

107,165

Consolidated

March 2010

March 2011

March 2012

March 2013

0

March 2010

March 2011

March 2012

March 2013

SH OWA AN N U AL R E P ORT 2013 | 04

S egment R e sults

(Numerical unit of bar graph: 1 million yen)

* The sales amount includes internal sales or transfers between segments.

Gas springs segment/Others  6.5%

Motorcycle and Hydraulic components segment 

Sales

Sales

18,020 million

(5.9% increase from the previous fiscal year)

Operating Profit 1,027 million Sales

77,329 million

(7.2% decrease from the previous fiscal year)

Operating Profit

(98.1% increase from the previous fiscal year)

Operating Profit

7,134 million

(29.1% decrease from the previous fiscal year)

Sales 83,358

17,017

27.7%

Operating Profit 77,329

18,020

1,027

10,068 7,134

518

2012

2013

2012

2013

Steering systems components segment  31.3% Sales

2012

Sales by Operational Segment Total 278,583 million

87,197 million

(13.1% increase from the previous fiscal year)

Operating Profit 1,713 million

(Operating deficit of 1,909 million in the previous fiscal year)

2013

2012

2013

Automotive components segment  34.5% Sales

96,036 million

(20.7% increase from the previous fiscal year)

Operating Profit 3,349 million

(Operating deficit of 1,292 million in the previous fiscal year)

Sales

Operating Profit

Sales

Operating Profit 3,349

96,036 87,197

1,713

77,085

79,585

△1,909

2012

2013

2012

△1,292

2013

2012

2013

2012

2013

Segment results Segment

Main cause

Motorcycle and Hydraulic components segment

Our sales of motorcycle products decreased mainly due to the influence of financial regulation in Brazil and Indonesia.

Automotive components segment

Despite the influence of decrease in production and sales of the clients in China, the sales of automotive products have increased due to a boost from the favorable automobile markets in Japan, North America, and Asia.

Steering system components segment

Same as with the automotive business, despite the influence of decrease in production and sales of the clients in China, the sales of steering products have increased due to a boost from the favorable automobile markets in Japan, North America, and Asia.

SH OWA AN N U AL R E P ORT 2013 | 05

Consol i d ate d Fina nci a l Statements

Millions of yen

Millions of yen

Thousands of U.S. dollars

2012

2013

2013

84,559

83,408

886,847

Noncurrent assets

70,981

74,450

791,600

Property, plant and equipment

57,411

57,667

613,153

1,763

2,275

24,189

11,805

14,508

154,258

155,540

157,858

1,678,448

53,136

46,950

499,203

Noncurrent liabilities

21,393

18,627

198,054

Total liabilities

74,529

65,577

697,257

Shareholders' equity

78,542

84,911

902,828

Capital stock

12,698

12,698

135,013

Capital surplus

13,455

13,455

143,062

Retained earnings

52,440

58,810

625,306

Consolidated Balance Sheet (Summary) Assets

Current assets*1 *2

Intangible assets Investments and other assets Total assets Liabilities

Current liabilities*3 *4

Net assets

Treasury stock

(53)

(53)

(564)

(11,340)

(6,928)

(73,663)

Minority interests

13,808

14,297

152,015

Total net assets

81,010

92,280

981,180

155,540

157,858

1,678,448

Valuation and translation adjustments *5

Total liabilities and net assets

Status of assets, liabilities, and net assets Consolidated total assets for this year-end term were 157,858 million yen, a 2,317 million yen increase year-on-year.

*1 Current assets

Mainly due to decreases in marketable securities, notes receivable and accounts receivable, liquid assets decreased by 1.151 million yen year-on-year.

*2 Noncurrent assets

Mainly due to increases in investments in marketable securities, fixed assets increased by 3,469 million yen year-on-year.

*3 Current liabilities

Mainly due to decreases in short-term loans, notes payable and accounts payable, liquid liabilities decreased by 6,186 million yen year-on-year.

*4 Noncurrent liabilities

Mainly due to a decrease in long-term loans, fixed liabilities decreased by 2,766 million yen year-on-year.

*5 Total net assets

Mainly due to increases in surplus profits and currency exchange rate adjustments, net assets increased by 11,270 million yen year-on-year.

SH OWA AN N U AL R E P ORT 2013 | 06

Consol i d ate d Fina nci a l Statements

Millions of yen

Consolidated Income Statement (Summary) Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating income*1 Non-operating income Non-operating expenses Ordinary income Extraordinary income Extraordinary loss Income before income taxes Income taxes-current Refund of income taxes Income taxes-deferred Total income taxes Income before minority interests Minority interests in income Net income *1

Millions of yen

Thousands of U.S. dollars

2012

2013

2013

215,889 186,587 29,301 21,794 7,507 2,107 2,284 7,330 2,157 491 8,996 3,695

232,962 197,095 35,866 23,110 12,756 1,750 590 13,916 681 1,056 13,541 3,750 (1,051) 64 2,763 10,777 2,793 7,984

2,477,002 2,095,641 381,350 245,720 135,630 18,607 6,273 147,964 7,241 11,228 143,977 39,872 (11,175) 680 29,378 114,588 29,697 84,891

− 32 3,728 5,268 2,718 2,549

Operating income

The operating income increased by 5,249 million yen from previous fiscal year due to improvement effects such as sales variable configuration changes, cost reductions, etc.

Consolidated Statement of Cash Flows (Summary) Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities*3 Net cash provided by (used in) financing activities*4 Effect of exchange rate change on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at Beginning of Year Decrease in cash and cash equivalents resulting from exclusion of subsidiaries from consolidation Cash and cash equivalents at End of Year *2

Millions of yen

Millions of yen

Thousands of U.S. dollars

2012

2013

2013

9,720 (717) (1,870)

21,066 (7,481) (13,157)

223,987 (79,543) (139,894)

639

(235)

(2,499)

7,772 12,846

192 20,618

2,041 219,224



(119)

(1,265)

20,618

20,691

220,000

Overview of Cash Flow The balance of cash and cash equivalents (hereinafter called “funds”) at the end of the fiscal year totaled 20,691 million yen, up 7,200 million yen year on year. *2

Net cash provided by (used in) operating activities

Funds earned from operating activities increased by 11,346 million yen year on year, mainly due to an increase in income before income taxes and a decrease in inventories.

*3 Net cash provided by (used in) investing activities

Funds used for investment activities increased by 6,764 million yen year on year, mainly due to an increase in spending for purchase of investment securities and for purchase of property, plant and equipment.

*4 Net cash provided by (used in) financial activities

Funds used for financial activities increased by 11,286 million yen year on year, mainly due to a decrease in short-term loans payable and long-term loans payable.

SH OWA AN N U AL R E P ORT 2013 | 07

Hig hl ig hts

Sales Expansion (New/Ongoing adoptions)  Regarding automotive products,Honda Motor Co., Ltd. has adopted our shock absorber, differential gear and propeller shaft for use in their “N-ONE”. Additionally, SUZUKI MOTOR CORPORATION has adopted our front shock absorber and gas spring for N-ONE

use in their “Wagon R”.

Wagon R

Development of new mechanism shock absorber “S-SEES”  We have developed and brought to market the shock absorber for the automobiles that provide both comfort and handling stability. This product went through numerous tests of component material combinations and its sliding parts have been thoroughly improved through the mastery of fundamental technologies, realizing more rapid loading in the realm of micro vibration. This enables to absorb the vibrations caused by rough road conditions and suppresses unnecessary body indication when cornering. It responds faithfully to the driver’ s intended control. This product has been adopted in the “New Honda ACCORD for North America” and “New Subaru Forester (for certain model type)”.

Establishment of new company in Indonesia  A new subsidiary in Indonesia, “PT.SHOWA AUTOPARTS INDONESIA (hereinafter, “SAI”)”, was established in July 2012. Currently P.T.SHOWA INDONESIA MANUFACTURING manufactures and sells shock absorbers for motorcycles and automobiles, as well as gear sets for automobiles, but SAI will now independently handle manufacturing and sales of gear sets for automobiles, with the aim of expanding sales in the automobile market in Indonesia and the rest of the ASEAN region.

SAI Overview Location: Capital: Site area: Floor area: Production capacity: Start of operations:

Jakarta, Indonesia Approx. 1,540 million yen Approx. 25,000 m2 Approx. 3,000 m2 Approx. 240,000 units/year June 2013 (planned) SAI Facility

Social Contribution Activities

 Rooted in the Showa Philosophy, our company aims to be a orgazination that is counted on by society, and undertakes cleanup activities as a part of our efforts to contributing to the community. In July, we have undertaken cleanup activities around the climbing entrance at the New Fifth Station on Mt. Fuji; and in October, we have undertaken cleanup activities on the riverbed of Kinu River (Tochigi Prefecture) and Enshunada Beach (Shizuoka Prefecture). Mt. Fuji New Fifth Station

Kinu River Riverbed

SH OWA AN N U AL R E P ORT 2013 | 08

Hig hl ig hts

Shock absorbers for motorcycles  We have developed and brought to market the SSIF*1 (Showa Smart Inverted Front Fork (produced at our Vietnam facility), which was designed to improve the performance and appearance of compact recreational motorcycles for the ASEAN market, which is forecasted to expand. It has been adopted by Honda Motor Co., Ltd. for use in Honda “ZOOMER-X” and “MSX125 (sold as “GROM” in Japan)” models which are manufactured at their facility in Thailand. In addition, we have also developed and brought to market the new mechanism front fork “SFF-BP*2 ”, which is a hybrid of the SFF* 2 realizing drastic improvements in weight reduction as well as operability and the BPF* 2 realizing both excellent driveability and safety. It has been adopted by Kawasaki Heavy Industries, Ltd. for use in their “ZX-6R”. *1 Trademark registration application pending. *2 Registered trademark of SHOWA CORPORATION.

ZOOMER-X

ZX-6R

Shock absorbers for automobiles  The new mechanism shock absorber SFRD* has been adopted for use in the new “Accord Plug-In Hybrid and Hybrid.” It allows for variable control of damping force without relying on electronic control, and provides both comfort and handling stability in a variety of conditions. * Registered trademark of SHOWA CORPORATION.

Accord Plug-In Hybrid

SH OWA AN N U AL R E P ORT 2013 | 09

Hig hl ig hts

Global developments Establishment of new company in China

Expansion into Mexico

 In January 2013, we decided to establish a new

 In April 2013, we decided to expand into Mexico

company “SHOWA WUHAN AUTOPARTS CO.,

to establish a new base for electronic power

LT D . ” t o m a n u f a c t u r e p r o p e l l e r s h a f t s f o r

steering in North America. Accompanied by this

four-wheel-drive vehicles in China. We are building

expansion, we will increase capital in the 106th

a production system that can ensure

term as the capital of land purchase and operation

competitiveness in the automobile market in China

for our subsidiary SHOWA AUTOPARTS MEXICO

and south-east Asia, respond flexibly to customer

S.A. de C.V.. And, production is expected to start

needs and continue to expand our business.

in July 2015.

Production begins at new SAV factory

Production begins at SAI

 In February 2013, the production of products for

 In June 2013, production of drive gear sets for

the Japanese market and the casting & processing

automobiles began at PT. SHOWA AUTOPARTS

of aluminum parts for the ASEAN countries began

INDONESIA. Going forward, we will expand our

at the new SHOWA AUTO-PARTS VIETNAM CO.,

sales promotion activities in the automobile market

LTD. (SAV) factory, as part of a strategy to improve

in the ASEAN region, including Indonesia.

competitiveness and increase production capacity to accompany the expansion of our motorcycle business.

SH OWA AN N U AL R E P ORT 2013 | 10

SH OWA’s Globa l Net wor k A s o f 3 1 st Marc h 2 0 1 3

Overview of Business The SHOWA Group consists of our company, 15 subsidiaries and three affiliates, and our main businesses are the manufacture and sale of automotive parts.

Corporate Head Office, Plants and R&D Facilities Corporate Head Office

1-14-1, Fujiwara-cho, Gyoda, Saitama

Plants

Saitama Plant (Gyoda, Saitama), Hadano Plant (Hadano, Kanagawa), Gotemba Plant (Gotemba, Shizuoka), Asaba Plant (Fukuroi, Shizuoka), Nagoya Plant (Kasugai, Aichi)

R&D Facilities

Automotive Parts R&D Centers (Haga, Tochigi / Gyoda, Saitama) Motorcycle Parts R&D Center (Fukuroi, Shizuoka)

Japan

Honda Cars SAITAMAKITA Automotive Parts R&D Center (Saitama)

Automotive Parts R&D Center (Tochigi) Corporate Head Office / Saitama Plant

Nagoya Plant

SHOWA KYUSHU CORPORATION

SHOWA SEIKO CO., LTD.

Hadano Plant

Gotemba Plants (No.1 / No.2) Asaba Plant Motorcycle Parts R&D Center (Asaba)

Corporate Head Office

Manufacturing Plants

Domestic Subsidiaries & Affiliates

R&D Facilities

SH OWA AN N U AL R E P ORT 2013 | 11

SH OWA’s Globa l Net wor k A s o f 3 1 st Marc h 2 0 1 3

Overview of Subsidiaries and Affiliates Consolidated Subsidiaries

P.T. SHOWA INDONESIA MANUFACTURING AMERICAN SHOWA, INC. SHOWA DO BRAZIL LTDA. SHOWA KYUSHU CORPORATION SUMMIT SHOWA MANUFACTURING CO., LTD. SHOWA CANADA INC. SHOWA INDUSTRIA E COMERICO LTDA. SHOWA SEIKO CO., LTD. GUANGZHOU SHOWA AUTOPARTS CO., LTD. SHOWA UK LTD SHANGHAI SHOWA AUTO PARTS CO., LTD. SHOWA INDIA PVT. LTD. SHOWA AUTOPARTS (THAILAND) CO., LTD. SHOWA AUTO-PARTS VIETNAM CO., LTD. Honda Cars SAITAMAKITA

Equity Method Affiliates

KAIFA INDUSTRY CO., LTD MUNJAL SHOWA LTD. CHENGDU NINGJIANG SHOWA AUTOPARTS CO.,LTD

Non-consolidated subsidiary

SHOWA REGIONAL CENTER (THAILAND) CO., LTD. PT. SHOWA AUTOPARTS INDONESIA SHOWA AUTOPARTS MEXICO,S.A. de C.V.

Overseas SHOWA UK LTD SHOWA AUTOPARTS WUHAN CO., LTD.

SHOWA CANADA INC. North America

Europe

CHENGDU NINGJIANG SHOWA AUTOPARTS CO.,LTD.

China

Japan

MUNJAL SHOWA LTD. SHOWA INDIA PVT. LTD.

AMERICAN SHOWA, INC. Blanchester Plant

AMERICAN SHOWA, INC. Los Angeles Office

SHANGHAI SHOWA AUTO PARTS CO.,LTD. KAIFA INDUSTRY CO.,LTD.

SUMMIT SHOWA MANUFACTURING CO.,LTD.

GUANGZHOU SHOWA AUTOPARTS CO.,LTD.

SHOWA AUTOPARTS (THAILAND) CO., LTD.

SHOWA AUTO-PARTS VIETNAM CO., LTD.

SHOWA REGIONAL CENTER CO.,LTD.

P.T. SHOWA AUTOPARTS INDONESIA

P.T. SHOWA INDONESIA MANUFACTURING

AMERICAN SHOWA, INC. Head Office and Sunbury Plant

SHOWA AUTOPARTS MEXICO, S.A. de C.V.

SHOWA DO BRAZIL LTDA.

South America SHOWA INDUSTRIA E COMERCIO LTDA.

Southeast Asia

Corporate Head Office Non-consolidated Subsidiary

Consolidated Subsidiary Equity Method Affiliate

SH OWA AN N U AL R E P ORT 2013 | 12

SH OWA’s Te chnolog y

Automotive Components Shock Absorbers

Propeller Shafts

Shock absorbers are critical to an automobile’s character

The propeller shaft’s function is to transmit the driving force of

because they make the auto mobile comfortable to ride and

the engine to the wheel axis. The long cylindrical shaft rotates

affect the attitude and stability of the automobile body. With

at high speed. It must limit vibration and noise while ensuring

their superior performance and quality, Showa brand shock

high durability. Showa supplies leading-edge technologies, and

absorbers have created satisfied customers around the world.

our structural analysis enables a smaller number of

Showa has years of experience with strut modules and is also

components and lighter weight. Further, we have implemented

working on suspension modules combined with peripheral

friction welding to achieve high precision, dynamic balance and

components.

ultra–strong parts connections.

Gas Springs Gas springs help to open and close front hoods and rear gates

Steering Systems Of all automobile components, steering systems must provide performance and reliability. The steering system is the man/machine interface that transmits the driver’s steering motion to the automobile and conveys information on running conditions from the automobile to the driver. The term “power steering system” refers to a component that assists steering and provides drivers with comfortable maneuverability. Power steering systems are classified into hydraulic power

by using gas reaction force. They come with speed-adjustment devices that enable operators to open and close the hood and trunk at optimal speed. Showa develops a variety of products to meet customers’ diverse needs.

Differential Gears The role of a differential mechanism is to absorb the difference in rotation between the right and left wheels when an automobile is cornering. These products must offer durability,

steering systems (HPS), which use the engine’s power as a drive

transmission efficiency and quiet operation. Showa’s differential

source, and electric power steering systems (EPS), utilizing the

gears are light in weight while exhibiting high performance in

vehicle’s battery. Showa has a full line of power steering models.

automobiles from subcompacts to SUVs.

SH OWA AN N U AL R E P ORT 2013 | 13

SH OWA’s Te chnolog y

Motorcycle Components Shock Absorbers Showa motorcycle shock absorbers are used extensively in motorcycle races around the world. From racing machines to scooters, we use our technology and experience to meet a wide variety of performance needs. Front Forks T h e f ro n t f o r k i s a k e y s t r u c t u r a l component of a motorcycle, holding the front wheel securely and providing the steering function. This vital part must be able to closely follow road contours through smooth operation a n d s t e a d y d a m p i n g f o rc e , w h i l e

Outboard Marine Engine Components

retaining high rigidity. Rear Cushions The rear cushion is attached to the rear fork directly or through a link. By controlling the attitude and energy absorption of the motorcycle body, the rear cushion helps the rear wheel to follow road contours.

Power Tilt and Trim Units Power trim and tilt units change the angle of outboard engines and provide the following three functions. The trim function provides good screw efficiency and steady cruising by adjusting the angle of the outboard engine while running. The tilt function enables owners to prevent outboard engine damage from clinging shellfish by raising the engine above the water’s surface when moored. When driftwood or other objects strike the outboard engine while under way, shocks are absorbed, helping

Drive Unit Products

to prevent damage to the outboard engine and boat.

For motorcycle and ATV drive unit products, Showa has achieved lighter weights through analysis of functions, shapes, a n d m a t e r i a l s , w h i l e m a i n t a i n i n g e x c e l l e n t d u r a b i l i t y, transmission efficiency and quiet operation.

SH OWA AN N U AL R E P ORT 2013 | 14

O utl o ok of Consol i d ate d Bus iness Per f ormanc e A s o f 3 1 st Marc h 2 0 1 3

Major shareholders

Status of Shares Total Number of Authorized Shares 180,000,000 shares Total Number of Issued Shares 76,020,019 shares Number of Shareholders 7,326

Share Distribution by Shareholders Individuals / others

11.91% (6,956)

Shares held (shares)

Shareholder Name

Financial institutions

Investment ratio (%)

Honda Motor Co., Ltd.

25,447,856

33.48

Japan Trustee Services Bank, Ltd. (Trust Account)

3,683,700

4.84

Japan Trustee Services Bank, Ltd. (Trust Account 9)

2,980,400

3.92

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

1,997,182

2.63

THE BANK OF NEW YORK, TREATY JASDEC ACCOUNT

1,878,800

2.47

Showa Holdings

1,688,460

2.22

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

1,291,480

1.70

SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS

1,237,100

1.63

SANYO FOODS. Co., LTD.

996,000

1.31

CBNY DFA INTL SMALL CAP VALUE PORTFOLIO

874,800

1.15

22.76% (44)

Showa’s Stock Price (06’/4=100)

Foreign Investors

26.67%

120

(171)

100

Other corporations

80

37.52%

60

(118)

40

Securities Traders

1.14%

20 0

‘07/4 7

(37)

10 ‘08/1

4

7

10 ‘09/1

4

7

10 ‘10/1

4

7

10 ‘11/1 4

7

10 ‘12/1

4

7

10 ‘13/1 4

7

Showa’s Stock Price Nikkei Average

Board of Directors and Corporate Auditors As of 28rd June 2013

Directors

Audit&Supervisory Board Members

Representative Director President

Yoichi Hojo

Representative Director Executive Vice President and Executive Officer

Akira Kadoya

Representative Director Senior Managing Officer

Hajime Hirata

Directors Managing Officer

Takeshi Nagao Tetsurou Aoyama Nobuyuki Sugiyama

Directors Operating Officer

Kenichi Ono Masaharu Sobue

Statutory Audit&Supervisory Board Members

Atsushi Izumina Yuetsu Sato

Audit&Supervisory Board Members

Tsuneo Mizusawa Hikoyuki Miwa

* Tsuneo Mizusawa and Hikoyuki Miwa are outside company auditors.

Exective Officers Operating Officers

Akira Wada Masami Matsuo Yutaka Ueno Shuichi Kawahara * Serving solely as Executive Officers and not concurrently as Director

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