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Annual Report 1998 - Omron

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ANNUAL REPORT <strong>1998</strong><br />

YEAR ENDED MARCH 31, <strong>1998</strong>


A pioneer in the field of automation, OMRON<br />

Corporation is one of the world’s premier manufacturers<br />

of automation components, equipment,<br />

and systems with advanced computer,<br />

communications, and control technologies.<br />

OMRON’s versatile lineup of products<br />

includes relays, sensors, and switches; computer<br />

systems for factory automation (FA); and<br />

large-scale control and information systems.<br />

Our Seventh Mid-Term Management Plan is<br />

focused on achieving mid-to-long-term growth<br />

through structural reforms targeting three<br />

major goals:<br />

•creating a growth-oriented structure,<br />

•establishing an innovative cost structure, and<br />

•revitalizing corporate resources.<br />

Significant progress has been made in these<br />

three areas during the year under review.<br />

Financial Highlights ............................................................................. 1<br />

To Our Shareholders ........................................................................... 2<br />

Progress <strong>Report</strong> of the Seventh Mid-Term Management Plan ............. 5<br />

Review of Operations.......................................................................... 8<br />

<strong>Omron</strong>’s Commitment to Environmental Protection ..........................15<br />

Board of Directors ...............................................................................18<br />

Financial Section..................................................................................19<br />

International Network.........................................................................43<br />

Corporate Data ....................................................................................46


FINANCIAL HIGHLIGHTS<br />

OMRON Corporation and Subsidiaries<br />

Years ended March 31, <strong>1998</strong>, 1997 and 1996<br />

Thousands of<br />

Millions of yen U.S. dollars (Note 3)<br />

(except per share data)<br />

(except per share data)<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Net sales ................................................................................ ¥611,795 ¥594,261 ¥525,289 $4,634,811<br />

Income before income taxes and minority interests.............. 42,243 39,248 32,252 320,023<br />

Net income............................................................................ 18,300 15,739 14,587 138,636<br />

Net income per share (yen and U.S. dollars, Note 1):<br />

Basic .................................................................................. ¥69.8 ¥60.1 ¥55.7 $0.53<br />

Diluted............................................................................... 68.3 58.8 54.5 0.52<br />

Cash dividends per share (yen and U.S. dollars, Note 2) ...... 13.0 13.0 13.0 0.10<br />

Total assets ............................................................................ ¥579,663 ¥590,353 ¥580,815 $4,391,386<br />

Total shareholders’ equity..................................................... 336,064 323,019 302,458 2,545,939<br />

Capital expenditures ............................................................. 35,896 29,956 34,079 271,939<br />

Research and development expenses ................................... 39,914 35,188 34,433 302,379<br />

Notes: 1. Net income per share amounts are computed based on the Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Share,” which is<br />

effective for the fiscal year ended March 31, <strong>1998</strong>. The amounts for 1997 and 1996 have been restated to conform with the provisions of SFAS No. 128.<br />

2. Cash dividends per share are the amounts applicable to the respective year, including dividends to be paid after the end of the year.<br />

3. The U.S. dollar amounts represent translations of Japanese yen at the approximate exchange rate at March 31, <strong>1998</strong>, of ¥132=$1.<br />

NET SALES<br />

(Billion ¥)<br />

INCOME BEFORE<br />

INCOME TAXES<br />

AND MINORITY<br />

INTERESTS<br />

(Billion ¥)<br />

NET INCOME<br />

(Billion ¥)<br />

TOTAL ASSETS<br />

(Billion ¥)<br />

NET INCOME<br />

PER SHARE<br />

(DILUTED)<br />

(¥)<br />

13<br />

5<br />

20.1<br />

25<br />

12<br />

461<br />

32<br />

49.4<br />

490<br />

15<br />

54.5<br />

525<br />

16<br />

58.8<br />

594<br />

612<br />

39<br />

42<br />

18<br />

552<br />

569<br />

581<br />

590<br />

580<br />

68.3<br />

’94 ’95 ’96 ’97 ’98<br />

’94 ’95 ’96 ’97 ’98<br />

’94 ’95 ’96 ’97 ’98<br />

’94 ’95 ’96 ’97 ’98<br />

’94 ’95 ’96 ’97 ’98<br />

1


TO OUR SHAREHOLDERS<br />

Yoshio Tateisi<br />

President and Director<br />

It gives me great pleasure to<br />

report that, despite a lackluster<br />

Japanese economy and the economic<br />

downturn in Southeast Asia,<br />

OMRON Corporation achieved a<br />

record-high performance in fiscal <strong>1998</strong>,<br />

ended March 31, <strong>1998</strong>. Consolidated<br />

net sales rose 3.0%, to ¥611,795 million,<br />

marking the fourth consecutive<br />

year of growth. Sales gains can be<br />

attributed mainly to a strong overseas<br />

showing by our core operations—<br />

control components and systems—<br />

coupled with bullish domestic and<br />

international healthcare and medical<br />

equipment sales. This solid sales performance<br />

and Companywide cost-cutting<br />

efforts produced a 7.6% increase<br />

in income before income taxes and<br />

minority interests, to ¥42,243 million.<br />

Net income gained 16.3%, climbing to<br />

¥18,300 million.<br />

During the fiscal year in review, the<br />

Japanese economy labored under sluggish<br />

personal consumption and housing<br />

investment. Moreover, beginning<br />

in summer 1997 the decline in business<br />

confidence in reaction to the stalled<br />

economy resulted in a drop-off in<br />

private-sector capital investment.<br />

Consequently, the economy slowed<br />

overall despite growth in exports.<br />

In our global markets, the economic<br />

turmoil in Asian economies was in<br />

stark contrast to the continued expansion<br />

in the United States, which was<br />

driven by strong consumer spending<br />

and corporate capital investment.<br />

European economies were favorable<br />

in general, with the ripple effects of<br />

rising exports supporting a recovery<br />

process.<br />

Facing the volatile business environment,<br />

OMRON entered the second<br />

year of its Seventh Mid-Term Management<br />

Plan in fiscal <strong>1998</strong>. Through<br />

the plan, we are pursuing structural<br />

reforms that will support future growth<br />

and profitability. The objectives of<br />

those reforms are to create a growthoriented<br />

structure, establish an<br />

innovative cost structure, and revitalize<br />

corporate resources. A progress report<br />

on those structural reforms and our<br />

mid-term management plan follows<br />

on pages 5 to 7.<br />

BUSINESS PERFORMANCE<br />

Sales by our Control Components<br />

and Systems Division rose 7.7%,<br />

to ¥313,642 million, accounting<br />

for just over half of consolidated net<br />

sales. In achieving sales growth, the<br />

division shrugged off weak domestic<br />

sales in the second half of the term<br />

due to the sudden economic downturn<br />

in Japan and the overall negative<br />

impact of the currency crises in<br />

Southeast Asian countries. Favorable<br />

sales in North America and Europe<br />

throughout the fiscal year and an<br />

expanded product lineup provided<br />

support for this solid performance.<br />

The Social Business Division’s sales<br />

declined 4.8%, to ¥138,203 million,<br />

resulting from a slump in electronic<br />

fund transfer systems (EFTSs) sales<br />

2


elated to the troubled financial services<br />

industries in Japan and Korea, a major<br />

overseas market. Sales of Public Information<br />

and Transport Systems (PITSs),<br />

however, recorded considerable<br />

growth thanks to the construction of<br />

a new railway line in the Kansai area<br />

and greater use of multiroute stored<br />

fare (SF) card systems. Traffic management<br />

systems sales remained the<br />

same as in fiscal 1997, hampered by<br />

strong competition and restraint in<br />

public construction programs.<br />

Sales by the Specialty Products Division<br />

rose 1.6%, to ¥47,263 million, thanks<br />

to solid global sales of automotive<br />

electronic components. In addition,<br />

the shift to digital color copiers and<br />

the increased manufacture of copiers<br />

overseas resulted in high demand<br />

from copy machine manufacturers.<br />

Sales by the Healthcare Division<br />

advanced 12.1%, to ¥40,793 million,<br />

boosted by a boom in the domestic<br />

sales of new products, such as bodyfat<br />

monitors, massage chairs, and eartype<br />

digital thermometers, as well as<br />

of traditional big sellers, including<br />

blood pressure monitors and pedometers.<br />

Vigorous overseas sales, particularly<br />

in the People’s Republic of China<br />

and the United States, also contributed<br />

to double-digit growth.<br />

The Open Systems Division posted<br />

sales of ¥50,131 million, held to approximately<br />

last year’s level because<br />

of the further weakening of the Japanese<br />

economy and heightened competition<br />

produced by the slump in<br />

personal computer (PC) sales. Bright<br />

spots in performance included strong<br />

showings in the open systems platform<br />

market for PC servers and in the system<br />

planning and maintenance services areas.<br />

JAPANESE MARKET<br />

Our mid-to-long-term strategy<br />

for growth in domestic sales<br />

of control components and<br />

systems is to strengthen our solution<br />

proposal capabilities. The Company<br />

has a long-standing sales system using<br />

OMRON distributors that is unbeatable<br />

when it comes to providing a diverse<br />

range of customers with general-use<br />

components. To reinforce this competitive<br />

advantage, we have bolstered<br />

our personnel, financial, and material<br />

resource support to distributors who<br />

demonstrate superior solution-providing<br />

capabilities and have more than a<br />

specified number of sales engineers.<br />

The new system will help us better<br />

accommodate market needs.<br />

The OMRON distributor sales system,<br />

however, does not adequately specify<br />

customer needs. We addressed this<br />

problem through a reorganization of<br />

our sales system in October 1997.<br />

Specifically, we established a special<br />

sales team responsible for providing<br />

our semiconductor and automobile<br />

clients with more customized products<br />

and solutions. This allows us to<br />

insert more direct sales approaches<br />

into our distributor sales system.<br />

OMRON is cooperating with distributors<br />

in creating customized products<br />

for end users and vendors as well as<br />

selling directly to clients. Customer<br />

needs are now served more quickly<br />

by our ability to select the optimal<br />

method for providing specific products<br />

to each customer in each market.<br />

In addition, we added staff to our<br />

sales organization to pursue direct<br />

sales approaches with the goal of<br />

strengthening our sensor business.<br />

Through the well-balanced application<br />

of such measures, we are seeking<br />

to improve OMRON’s capabilities to<br />

find the best solution, both Companywide<br />

and within such related companies<br />

as OMRON distributors.<br />

During the reorganization of our sales<br />

system, we introduced a product<br />

manager system that permits finer<br />

control of profitability by managing<br />

the cost, profitability, and life cycle<br />

of product groups on an integrated<br />

basis. In addition, the Company has<br />

product marketing managers for individual<br />

areas, including Japan, who<br />

are responsible for working with<br />

product managers to ensure that<br />

OMRON supplies products that meet<br />

local requirements.<br />

Our short-term strategy for growth in<br />

domestic sales of control components<br />

and systems is to increase our emphasis<br />

on industries and companies that<br />

are making relatively strong capital<br />

investments in new products or rationalization.<br />

The sudden slowdown in<br />

Japan’s economy in the second half of<br />

fiscal <strong>1998</strong> after a strong first half initiated<br />

a decline in corporate capital<br />

investment that is ongoing. Due to<br />

the progressive polarization of business<br />

performances, even within industries,<br />

however, some companies<br />

continue to make significant capital<br />

investments.<br />

SOUTHEAST ASIAN MARKET<br />

The Southeast Asian market<br />

for control components<br />

and systems has contracted<br />

significantly because of the stagnation<br />

in the economies of the region spurred<br />

by the currency crises in the latter<br />

half of fiscal <strong>1998</strong>. OMRON is steadily<br />

taking measures to cope with this<br />

3


situation from a mid-to-long-term point<br />

of view.<br />

Over the past few years, OMRON has<br />

been strengthening its local sales<br />

organization in the region, setting up<br />

sales bases in each country to establish<br />

a direct sales organization. Similar<br />

to the Company’s domestic operations,<br />

this action has been taken to<br />

strengthen solution proposal capabilities<br />

in Southeast Asia. These efforts<br />

have met with favorable results. For<br />

example, direct marketing permits us<br />

to accurately gauge customer reaction<br />

to prices and other sales criteria,<br />

allowing us to make persuasive sales<br />

approaches that have been well<br />

received in local markets. Of course,<br />

these measures in themselves cannot<br />

produce profits amid the sudden fall<br />

in business. We are also introducing<br />

measures, such as increasing sales<br />

productivity and managing liabilities,<br />

to minimize declines in profitability.<br />

Overall, our fiscal <strong>1998</strong> sales to<br />

Southeast Asia rose, thanks to the<br />

growth achieved in the first half of the<br />

term. In light of the poor performance<br />

in the second half, however, we expect<br />

business conditions to be difficult in<br />

the current fiscal year. It will be necessary<br />

to adjust responses to the varying<br />

pace of recovery in each country.<br />

In the mid-to-long term, we believe<br />

that the restructuring occurring in<br />

Southeast Asian economies will result<br />

in significant progress in industrialization,<br />

thereby expanding markets for<br />

our control components and systems.<br />

We are implementing strategies that<br />

capitalize on the current opportunity<br />

to expand market share despite the<br />

shrinking market size.<br />

NORTH AMERICAN AND<br />

EUROPEAN MARKETS<br />

OMRON’s operations in North<br />

America and Europe are<br />

achieving stable growth. The<br />

U.S. and European markets accounted<br />

for 10% and 12%, respectively, of<br />

consolidated net sales in fiscal <strong>1998</strong>,<br />

and these percentages are rising annually.<br />

They provide strong evidence<br />

that OMRON is steadily increasing<br />

its presence in these markets as a<br />

global corporation.<br />

In fiscal <strong>1998</strong>, against the background<br />

of the growing economy in the United<br />

States, we strove to expand our marketing<br />

efforts there. These efforts<br />

resulted in a 17% upswing in sales,<br />

helped by the strengthening of the<br />

dollar against the yen.<br />

In Europe, OMRON’s strategy of<br />

strengthening its system solution<br />

capabilities to take advantage of the<br />

ongoing economic recovery was<br />

rewarded with sales growth. Overall<br />

sales in the region rose 10%, despite<br />

European currencies weakening<br />

slightly against the yen during the<br />

fiscal year under review.<br />

We expect U.S. and European markets<br />

to achieve relatively stable growth in<br />

the mid-to-long term. Accordingly,<br />

we will be implementing measures<br />

to boost our marketing efforts by<br />

strengthening our solution proposal<br />

capabilities.<br />

PERSPECTIVES<br />

The global business environment<br />

in fiscal 1999 is again<br />

one of great contrast. Although<br />

there is hope that the measures being<br />

taken to stimulate the Japanese economy<br />

will take hold, we expect no<br />

immediate sign of recovery because<br />

of weak personal consumption and<br />

declining corporate capital investment.<br />

On the other hand, the U.S.<br />

economy should continue to expand<br />

despite concerns that a slowdown is<br />

long overdue. Looking at Europe,<br />

economies there will continue down<br />

the path to recovery despite monetary<br />

policy restraint in the lead-up to monetary<br />

union. Asian economies will be<br />

implementing reforms, which we<br />

intend to watch carefully.<br />

Although the business environment<br />

appears daunting, we continue to<br />

focus on growth industries and companies.<br />

To reach our longer-term<br />

goal of becoming a competitive, highquality<br />

growth company in the 21st<br />

century, we will further progress with<br />

our structural reforms. In addition, we<br />

will revise the allocations of management<br />

resources and the organization<br />

and strategies of our operations in<br />

preparing the Eighth Mid-Term<br />

Management Plan.<br />

June 25, <strong>1998</strong><br />

Yoshio Tateisi,<br />

President and Director<br />

4


Progress <strong>Report</strong><br />

of the<br />

Seventh<br />

Mid-Term<br />

Management Plan<br />

Our Seventh Mid-Term<br />

Management Plan is<br />

focused on achieving<br />

mid-to-long-term growth<br />

through structural reforms<br />

targeting three major goals:<br />

• creating a growth-oriented<br />

structure,<br />

• establishing an innovative<br />

cost structure, and<br />

• revitalizing corporate<br />

resources.<br />

Significant progress has<br />

been made in these three<br />

areas during the year<br />

under review.<br />

CREATING A GROWTH-ORIENTED<br />

STRUCTURE<br />

In line with the ongoing shift in global<br />

industrial structures, from the manufacturing<br />

to the service and software<br />

sectors, we are steadily expanding<br />

business derived from new integrated<br />

markets, which we develop by extending<br />

the scope of or combining our<br />

existing technologies. These new integrated<br />

markets are steadily expanding,<br />

and their contributions to revenue are<br />

growing. Examples of new integrated<br />

markets include the development of<br />

applications for our control components<br />

for service-industry-related<br />

fields, such as video game equipment<br />

and solar inverters.<br />

As its key approach to creating a<br />

growth-oriented structure, OMRON has<br />

produced a set of visionary concepts.<br />

To further improve our growth-oriented<br />

structure over the mid-to-long term,<br />

we must take advantage of the trend<br />

toward customer-oriented software and<br />

services, rapid advances in information<br />

technology, and the potential for<br />

growth as our customers expand their<br />

infrastructures. Moreover, it is important<br />

that we steadily invest in raising<br />

our competitiveness in high-growth,<br />

high-profit businesses in these areas.<br />

Accordingly, we have created a set<br />

of visionary concepts that indicate<br />

OMRON’s approach to high-growth<br />

fields in the 21st century and its strategies<br />

for success in competitive markets.<br />

The visionary concepts fall under<br />

the headings of Intelligent Transport<br />

Systems (ITSs), multimedia-oriented<br />

factory automation (FA), cybercommunity-related,<br />

total healthcare,<br />

and information sensing businesses.<br />

Revenues from these areas are gradually<br />

increasing and were slightly less<br />

than ¥20 billion in fiscal <strong>1998</strong>. We expect<br />

these areas to enter their true<br />

5


growth phase during the Eighth Mid-<br />

Term Management Plan.<br />

ITS<br />

In preparation for creating growthoriented<br />

structures in these fields, we<br />

are currently engaged in determining<br />

the appropriate allocation of resources,<br />

the most effective management structure,<br />

and the required personnel training<br />

programs based on our estimates<br />

of business volume.<br />

ITSs Business<br />

In the ITSs business, we are developing<br />

sensors for automobile collision<br />

prevention systems and an automobile<br />

category identification system for<br />

no-stop automated electronic toll collection<br />

(ETC). The special ITSs organization<br />

established in November 1996<br />

was further bolstered in April 1997<br />

with the addition of 60 additional staff<br />

members, mainly engineers. We built a<br />

special test course for our ETC system<br />

at our Ayabe factory and are steadily<br />

progressing toward being able to offer<br />

a commercial product. We were the<br />

first in the industry to be licensed<br />

as an auxiliary organization of the<br />

Ministry of Posts and Telecommunications<br />

for wireless technology.<br />

Multimedia-Oriented FA Business<br />

Our multimedia-oriented FA business<br />

addresses emerging on-site manufacturing<br />

needs. The increasingly sophisticated<br />

demands of this field include<br />

achieving more timely production in<br />

keeping with the trend toward smalllot<br />

flexible production and shorter<br />

product life cycles as well as making<br />

the maximum use of information technology<br />

through “smart factories.” With<br />

this in mind, we are promoting more<br />

software-oriented components, such<br />

as personal-computer-based FA components,<br />

as well as versatile general-use<br />

components. We also are strengthening<br />

our system installation and management<br />

and maintenance services.<br />

Cyber-Community-Related<br />

Business<br />

In the cyber-community-related business<br />

field, we are expanding operations<br />

that interface service providers<br />

and consumers in financial, public,<br />

and retail sectors. In addition, we are<br />

actively exploring the electronic money<br />

business. We are taking steps to establish<br />

an infrastructure for this business,<br />

such as investing in the Japanese subsidiary<br />

of Cybercash Corporation, of<br />

the United States, and taking part in an<br />

experimental electronic money program<br />

launched in Tokyo as well as<br />

conducting other such test runs.<br />

Total Healthcare Business<br />

With the progressive graying of the<br />

world’s population and the growing<br />

interest in personal healthcare, we are<br />

keeping a close eye on business opportunities<br />

in preventative medicine.<br />

Along with our popular hardware<br />

products, we intend to offer software<br />

products and services that contribute<br />

to the healthcare business as a whole.<br />

For example, we are progressing with<br />

6<br />

establishing such businesses as the<br />

Health Master service, which provides<br />

health management support services<br />

to households in a way similar to correspondence<br />

education courses; a<br />

health management system that targets<br />

corporations and organizations; and<br />

other businesses.<br />

Information Sensing Business<br />

The underlying theme of our visionary<br />

concepts is the development of highgrowth<br />

markets through information<br />

sensing, one of our areas of core competence.<br />

Examples include a variety<br />

of automotive sensors for ITSs, the<br />

Register with counterfeit-detection<br />

capabilities


ultracompact pressure sensors used in<br />

our total healthcare business, and the<br />

currency note recognition sensors used in<br />

our cyber-community-related business.<br />

We are also seeking to create new markets<br />

by introducing innovative sensingtechnology-based<br />

products.<br />

ESTABLISHING AN INNOVATIVE<br />

COST STRUCTURE<br />

We are implementing innovations that<br />

will change OMRON’s fundamental<br />

cost structure over the mid-to-long<br />

term. Specifically, we are concentrating<br />

on implementing profitability planning<br />

and management functions for<br />

each product line, achieving thorough<br />

planning of basic costs, and establishing<br />

a globally diversified production<br />

organization.<br />

Profitability Planning and Management<br />

Functions by Product Line<br />

In our core business of control components<br />

and systems, we have introduced<br />

a product manager system<br />

under which product managers oversee<br />

the life cycle of a product line,<br />

from planning and development to<br />

production and marketing, on an integrated<br />

basis. By working together with<br />

product managers responsible for individual<br />

areas, we expect to substantially<br />

boost our sales performance.<br />

Thorough Planning of Basic Costs<br />

We are targeting the thorough control<br />

of product costs from the planning<br />

and development stages, including the<br />

centralization of procurement and<br />

the integration of development and<br />

production. Specifically, we will be<br />

implementing such measures as the<br />

relocation of product development<br />

sections to their production bases.<br />

A Globally Diversified<br />

Production Organization<br />

Looking to achieve an optimal balance<br />

between management effectiveness<br />

and marketing capabilities, we are<br />

building a globally diversified production<br />

organization that will increase<br />

OMRON’s cost efficiency.<br />

REVITALIZING CORPORATE<br />

RESOURCES<br />

To support reform of our growthoriented<br />

and cost structures, we are<br />

targeting the maximum revitalization<br />

of our corporate resources—personnel<br />

as well as financial, information, and<br />

physical assets.<br />

In April 1996, OMRON introduced<br />

a performance-based—rather than<br />

seniority-based—salary system for<br />

senior management to motivate its<br />

employees. This system was expanded<br />

to include all managers in April 1997.<br />

To encourage the effective utilization<br />

of financial assets, we are advocating<br />

the Companywide use of a new management<br />

accounting system that measures<br />

business performance based on<br />

consolidated return on assets (ROA).<br />

One of the factors in evaluating performance<br />

is whether the set ROA target<br />

has been met.<br />

We are building a worldwide internal<br />

computer network system to bolster<br />

our information resources. Targeting<br />

enhanced administrative efficiency,<br />

the new system will assist in innovating<br />

business processes.<br />

MANAGEMENT GOALS<br />

We had set our overall management<br />

goal as a 7% return on shareholders’<br />

equity (ROE) on a consolidated basis in<br />

fiscal 1999, the last year of the Seventh<br />

Mid-Term Management Plan. However,<br />

this goal now seems difficult because<br />

the impact of the sudden downturn in<br />

the Japanese economy has offset the<br />

gains of our structural reforms. Accordingly,<br />

we also do not expect to reach<br />

our goal of a 7% return on sales in<br />

terms of income before income taxes<br />

and minority interests.<br />

Because of the difficult business environment,<br />

we are pursuing more efficient<br />

use of investment and operating<br />

expenditures. During the Eighth Mid-<br />

Term Management Plan, we will be<br />

looking to steadily and quickly recoup<br />

our investments in growth fields to increase<br />

our corporate worth, thereby<br />

achieving higher management goals.<br />

To provide additional momentum<br />

behind our drive to implement the<br />

necessary measures for boosting<br />

corporate worth, we established a set<br />

of guidelines during the fiscal year that<br />

require our directors and auditors to<br />

hold shares in OMRON commensurate<br />

with their management position. In fiscal<br />

1999, we are introducing a stock<br />

option plan for OMRON’s directors<br />

that will link the interests of management<br />

with those of shareholders,<br />

encouraging them to manage the<br />

Company in the shareholders’ best<br />

interests. We have also initiated a<br />

share buyback program.<br />

7


REVIEW OF OPERATIONS<br />

Control<br />

Components<br />

and Systems<br />

51.3%<br />

In fiscal <strong>1998</strong>, sales of the Control Components and Systems<br />

Division rose 7.7%, to ¥313.6 billion. Following favorable business<br />

conditions during the first half of fiscal <strong>1998</strong>, sales deteriorated in<br />

the second half under the impact of the sudden downturn in the<br />

Japanese economy following the business failure of several major<br />

financial institutions and the currency crises in Southeast Asia.<br />

However, this slack was taken up in part by the continued growth in sales to North<br />

American and European markets.<br />

Compact, highly functional G6S telecom<br />

relays are used in telephone<br />

exchanges around the world.<br />

SALES<br />

(Billion ¥)<br />

248<br />

CONTROL COMPONENTS<br />

Among major products, sales of relays expanded, particularly to overseas markets, such as<br />

North America, Europe, and China. Mechanical components also recorded sales growth<br />

based on favorable sales of pressure switches for gas meters and connectors in the domestic<br />

market and on sales of components for electric power tools in overseas markets.<br />

By introducing a line of narrow pitch connectors, we achieved double-digit growth in<br />

sales of connectors to the domestic amusement market in fiscal <strong>1998</strong>. Overseas, demand has<br />

jumped for relays, with dramatic increases in shipments of compact, general-purpose, and<br />

printed circuit board (PCB) relays to home appliance and FA manufacturers in North<br />

America, Europe, and China. In addition, sales of trigger switches rose substantially, supported<br />

by the favorable electric power tool markets in North America and Asia. Exports of<br />

mouse switches climbed, centered on North America and China.<br />

Among the new products and technologies that contributed significantly to sales during<br />

fiscal <strong>1998</strong> were the G6S telecom relays, which are true surface-mountable relays, and micromachined<br />

pressure sensors for meters used in liquid petroleum gas and consumer gas systems.<br />

Our main strategy for relays and other control components in the current fiscal year will<br />

be to achieve strong sales in multimedia and amusement fields as well as expanding sales<br />

of new relays and other products to growth regions, such as Europe.<br />

Among sensors, sales of optoelectronic sensors attained double-digit growth, while sales<br />

of measuring inspection systems posted significant increases as well. Demand was high for<br />

the automization of inspections, with sales of printed web inspection systems and PCB soldering<br />

inspection systems advancing.<br />

In the semiconductor industry, technology enabling the manufacture of 300-millimeter<br />

wafers is creating a revolution in the field, while demand is growing for equipment to<br />

reduce pollution and conserve energy and materials. These factors are also generating<br />

increased demand for sensing technology.<br />

New photoelectronic sensors that contributed to sales during the term under review included<br />

the ultracompact E3T sensor inside amplifiers, a fiber sensor (EX-3NH) with an autotuning<br />

function, and a full color sensor (E3MC). Among other devices, a digital finescope<br />

231<br />

275<br />

291<br />

314<br />

’94 ’95 ’96 ’97 ’98<br />

8


The E3T is an ultracompact photoelectric<br />

sensor inside amplifiers, fusing<br />

original OMRON technology in<br />

achieving wire conservation and<br />

lower costs.<br />

Including all the necessary functions<br />

and properties for temperature control<br />

applications, the E5DN temperature<br />

controller is now featured in a<br />

new size (far right).<br />

The SYSMAC system is an intelligent<br />

factory compatible controller incorporating<br />

information exchange<br />

capabilities.<br />

(VC 2400) that features 360-degree viewing; a low-cost, high-performance vision sensor<br />

(F150); and a laser micrometer (NEW3Z4L) contributed significantly to sales.<br />

In our sensor operations, in April <strong>1998</strong> we established an application development group to<br />

improve our sensor application development capabilities. This group will facilitate our ability<br />

to provide solutions to customers’ problems more rapidly and lead to expanded sales of sensors.<br />

Our major strategy for sensors in fiscal 1999 is to focus on providing an expanded line of<br />

inspection and measurement sensors for growth markets, such as the semiconductor industry.<br />

Among supervisory control products, the domestic market for timers and counters was<br />

extremely difficult, but sales of power supply and temperature controllers continued to<br />

achieve growth in domestic and overseas markets. Among general-purpose components,<br />

sales of large switches and industrial relays were negatively affected by the decline in capital<br />

investment, remaining at the previous fiscal year’s levels. By industry, demand expanded<br />

for machine-safety-related products, while power supply and specialty switches continued<br />

to sell well in the amusement industry. The growing popularity of numerical control applications<br />

in response to the need for energy conservation and reduced labor related to environmental<br />

issues is expected to increase demand for temperature controllers and counters.<br />

Demand is also anticipated to grow for machine-safety-related components, thanks to<br />

heightened interest in working safety in Japan and Europe as well as the widening market<br />

penetration of these products.<br />

New products were introduced not only in Japan but also overseas during the fiscal year under<br />

review to strengthen sales, including a power supply series (S82J), temperature controllers<br />

(E5N series), and large switches (A16 and A22). Seeking market expansion, the division entered<br />

new fields with such products as FA vibration sensors, inclination sensors, and flexible<br />

monitors. Overseas, the division aimed for stronger sales by promoting global development<br />

in the markets for timers and counters by introducing products that target regional markets and<br />

by dispatching liaison personnel to shore up sales activities in North America, Europe, and China.<br />

SYSTEM COMPONENTS<br />

Favorable exports by the Japanese automobile and semiconductor industries—our major customers—helped<br />

system components record double-digit growth in global sales in fiscal <strong>1998</strong>.<br />

Among our core products, programmable logic controllers (PLCs) posted double-digit<br />

growth in sales. The expansion in sales of our series of FA network (CompoBus/D) products,<br />

which are used to line PLCs with component devices, was notable.<br />

Improving cost-competitiveness and efficiency by shortening product development time<br />

and utilizing flexible, small-lot production systems remained important trends during the fiscal<br />

year under review. With advances in information technology and in global standardization,<br />

demand rose for virtual (premanufacturing testing) and more flexible (variable<br />

production) systems. The progressive downsizing of PLCs and the shift to open systems<br />

controllers and communication systems are producing heightened competition. In response,<br />

we are upgrading the features of our PLCs, including making them open system compatible.<br />

New products and technologies that contributed to sales during the fiscal year included<br />

CPT, our programmable support tool for PLCs, as well as the C200HX, E, G, and W series of<br />

upgraded SYSMAC (alpha) systems. The ISA bus compatible SYSMAC board, C200PC-ISA01-<br />

DRM, and the FA network family of CompoBus/D slave chips and multiple-I/O terminals<br />

also sold well.<br />

We have integrated product planning, production, and development to a single location<br />

to speed up our product development and enable us to focus on the release and sale of<br />

new versions of this division’s core products—PLCs and programmable terminals.<br />

9


Social Business<br />

22.6%<br />

As of April 1997, our Electronic Fund Transfer Systems (EFTS)<br />

Division and Public Information and Transfer Systems (PITS)<br />

Division were merged into a single division, the Social Business<br />

Division, to combine resources in developing new integrated markets.<br />

Social Business Division sales declined in fiscal <strong>1998</strong>, reflecting<br />

weak sales of financial systems.<br />

Since the start of Japan’s<br />

Big Bang financial regulations,<br />

we have developed<br />

foreign currency<br />

exchange machines for<br />

the domestic market.<br />

SALES<br />

(Billion ¥)<br />

120<br />

127<br />

126<br />

145<br />

138<br />

In the financial services market, domestic sales of automated teller machines (ATMs) to<br />

banks sank under diminished capital investment from the troubled banking industry.<br />

However, demand for ATMs remained strong in Japan’s consumer finance industry as companies<br />

expanded their ATM and unstaffed automated loan application machine networks to<br />

maintain their customer bases as competition heightened under deregulation in this currently<br />

profitable market. Overseas, the upheaval in the financial industry in South Korea, which<br />

has been an important market, resulted in lower overseas sales of ATMs.<br />

Among market trends, demand for low-cost and open systems products is growing in line<br />

with the trend of purchasing system solutions rather than packaged systems. The introduction<br />

of a revised Foreign Exchange and Foreign Trade Law allowing companies other than<br />

banks to enter the foreign exchange market has prompted a rush in orders for foreign currency<br />

exchange machines as well as for centralized surveillance and other systems. We<br />

have introduced an open systems version of our IX-ATM and new foreign currency exchange<br />

machines to meet the broadened demand in the market.<br />

We also introduced a CX-ATM model that accepts integrated circuit (IC) cards to the South<br />

Korean market, where such cards have recently been standardized. In Taiwan, demand for<br />

an automatic deposit function for paper currency at ATMs led us to launch a new model of<br />

our AP-ATM, a low-cost machine designed for Asian markets, that features this function.<br />

In the retail systems market, capital investment declined because volume discount retailers<br />

and gas stations reduced their capital investment due to the fierce price competition in<br />

these markets. However, demand for credit authorization terminals (CATs) from consumer<br />

credit companies remained high, as these companies further expanded their operations.<br />

Overseas, orders for retail systems from major customers in Europe were favorable. The<br />

popularity of PC point-of-sale (POS) systems continued to grow in overseas markets, and<br />

we introduced the PC-POS Compact, including the RS6500 series, to meet this demand.<br />

Current demand for retail systems in the domestic market centers on achieving low-cost<br />

operations and minimizing functions. In response, we have developed purchase coupon<br />

vending machines, equipment, and systems with pared-down functions.<br />

Major strategies for expanding and improving the content of our EFTSs sales in the current<br />

fiscal year include full-scale efforts to secure new, major clients. We are also looking at<br />

developing new integrated markets, particularly in the area of overlap between the financial<br />

and retail sectors. To improve our cost structure, we are cutting fixed costs while expanding<br />

production and improving the operating efficiency of our business functions, such as sales,<br />

production, development, and maintenance. To achieve the most effective use of resources<br />

inside and outside the Company, we are considering appropriate alliances and the outsourcing<br />

of certain business functions.<br />

In the public transportation systems market, the construction of a new subway line in the<br />

Kansai area and expansion of the number of stored fare (SF) systems, which allow passengers<br />

to travel on different companies’ lines with the same card, boosted sales of automated<br />

passenger gates (PGs) and ticket vending machines.<br />

’94 ’95 ’96 ’97 ’98<br />

10


Traffic control systems<br />

utilize information on<br />

traffic volume and congestion<br />

to achieve a<br />

smooth flow of traffic.<br />

The U-PG automated passenger gate<br />

is barless and features a new design<br />

as well as the high-speed processing<br />

of many types of tickets.<br />

Capital investment by railway and subway companies remained weak in reaction to a<br />

lack of growth in the number of passengers. However, there has been firm demand for SF<br />

systems, which increase the convenience of railway stations, and a check system for cheaton-the-fare<br />

passengers. In response, we have developed and introduced new types of PGs<br />

that handle two or more tickets at one time and have enhanced the functions of existing<br />

models.<br />

In the traffic control systems market, sales remained approximately the same as in the<br />

previous year, due to increased competition for smaller public construction expenditures<br />

under fiscal reform measures by the government. We introduced a Ground View Sensor<br />

(GVS), which allows drivers to continuously monitor road conditions. The GVS was installed<br />

in a road patrol car displayed at the Nagano ITS Showcase during the <strong>1998</strong> Nagano Winter<br />

Olympic Games.<br />

We remain focused on developing the ITSs market. Utilizing advanced networking and<br />

communication technology to integrate the vehicle, driver, and road with the goal of improving<br />

traffic efficiency and safety, this market is one with immense growth potential. One<br />

area where we have concentrated our efforts is the electronic toll collection (ETC) system,<br />

which Japanese tolling agencies soon will begin installing on major domestic highways.<br />

Our medium-term strategies for the PITSs market include increasing the competitiveness<br />

of our core businesses through cost reductions. Using that firm base, we will improve our<br />

marketing and technology capabilities to provide our customers with new technologies and<br />

products in accordance with market needs in a timely manner. Our PITSs business is still<br />

mainly a domestic business, but, to achieve growth, we are planning to increase overseas<br />

business. For this purpose, and to maintain a leading position as more foreign companies<br />

are able to bid on public projects in Japan, we are strengthening our business system to ensure<br />

our competitiveness under global standards.<br />

11


Specialty<br />

Products<br />

During fiscal <strong>1998</strong>, sales by the Specialty Products Division edged<br />

up slightly. Domestic sales of automotive electronic components,<br />

including keyless entry systems, electric window switches, and relays,<br />

were favorable despite the severe downturn in the Japanese<br />

7.7%<br />

automotive industry. We attribute our firm performance to the division’s<br />

marketing of innovative products rather than the mere development<br />

of products according to manufacturers’ requests. Overseas, sales of<br />

automotive electronic components were brisk, supported by the strong automotive<br />

industry in the United States.<br />

The MT128-NET/D<br />

is a network terminal<br />

adapter that integrates<br />

router, TA, hub, analog<br />

port, and DSU functions.<br />

SALES<br />

(Billion ¥)<br />

40<br />

42<br />

39<br />

47<br />

47<br />

Sales were strong in the office automation (OA) industry, our other major domestic market,<br />

because of the current popularity of digital color copiers. In addition, domestic manufacturers<br />

were shifting overseas their production of analog copiers, thereby contributing to higher<br />

demand.<br />

Among our products for PCs, sales of peripheral equipment, including integrated service<br />

digital network (ISDN) adapters, high-speed modems, uninterruptible power supply units,<br />

and scanners, declined due to the cooling off of consumer spending, which produced a<br />

drop in the domestic PC market. In addition, overseas sales of scanners declined as a major<br />

customer revised its business.<br />

The Specialty Products Division is pursuing growth opportunities in the ITSs market, as<br />

are other divisions. In particular, the Advanced Safety Vehicle (ASV) project is expected to<br />

produce demand for automotive electronic components. In the OA market, we foresee that<br />

an ongoing shift to digital, color, and network systems will support firm demand for devices<br />

used in copiers. In the computer peripheral market, the revolution in information systems<br />

occurring through digital communication, the Internet, and multimedia will support continued<br />

favorable demand for OMRON products.<br />

One of our key strategies for the current fiscal year is to expand sales of relays, controllers<br />

for rear defrosters and daytime running lights, and keyless entry systems to U.S.<br />

automakers in line with their higher production. In Canada, we are producing more power<br />

seat switches for sale to the Big Three U.S. automakers. Our European strategy focuses on<br />

the introduction of our air conditioner panel and our keyless entry system based on increased<br />

local production. We also are stressing greater sales of relays imported from our<br />

U.S. plant to manufacturers in the United Kingdom.<br />

Overseas, we will be reinforcing our copier operating base in Europe in the aftermath of<br />

the removal of antidumping taxes. Furthermore, we are aiming to expand assembly operations<br />

in other areas, particularly that of facsimile machines.<br />

Our OA domestic strategy will revolve around the introduction of Windows 98 ® and the<br />

expected recovery in the discount PC market, which should support growth in peripheral<br />

equipment sales.<br />

This power window switch has an<br />

antipinching function to prevent it<br />

from closing on arms or other obstacles.<br />

When an obstacle is encountered,<br />

the switch causes the window to stop<br />

and reverse in motion.<br />

’94 ’95 ’96 ’97 ’98<br />

12


Healthcare<br />

6.7%<br />

The Healthcare Division attained double-digit sales growth in fiscal<br />

<strong>1998</strong>, thanks to excellent performances in a wide range of<br />

product categories.<br />

Ear-type digital thermometers<br />

take body temperature in seconds<br />

using advanced infrared sensor<br />

technology.<br />

SALES<br />

(Billion ¥)<br />

In the domestic market, sales of ultrasonic electronic pulse massagers, infrared<br />

therapy devices, and electric toothbrushes declined, reflecting sluggish consumer<br />

spending. Sales of newly introduced body-fat monitors, massage chairs, and ear-type digital<br />

thermometers, however, soared. Traditionally popular blood pressure monitors and pedometers<br />

also recorded substantial sales growth, riding on the healthcare boom. Overseas,<br />

prompted by the weaker yen, we focused our efforts on developing sales routes in new<br />

markets, such as China, and on expanding sales by introducing new products. In particular,<br />

ear-type digital thermometers were a hit in the United States, contributing strongly to overseas<br />

sales growth.<br />

A digital compact wrist blood pressure monitor that was introduced near the end of the<br />

fiscal year in review was also among the new products that contributed to sales growth in<br />

fiscal <strong>1998</strong>. A significant market is developing for ear-type digital thermometers, especially<br />

in the United States, as these products gain global popularity. Moreover, our efforts to create<br />

a special market for our massage chairs were rewarded with greater sales than originally<br />

anticipated.<br />

Consumers continue to take a growing interest in maintaining and improving their health.<br />

Consequently, demand for healthcare services is increasingly focused on self-medication,<br />

particularly with the revision of regulations regarding medical nursing institutions. Providing<br />

better healthcare management services, therefore, is the core of our business development<br />

in this market. Our technology development also concentrates on this goal through advances<br />

in sensing and healthcare management technologies. We expect our systems service<br />

business, which aims to provide comprehensive solutions to healthcare needs, to eventually<br />

become one of the division’s core businesses. The KAZ Healthcare Academy, which offers<br />

sophisticated healthcare counseling by healthcare professionals supported by advanced software<br />

for healthcare management, is one of the bases from which we are developing the<br />

systems service business.<br />

During fiscal 1999, our basic business aim is to achieve thorough customer satisfaction<br />

while building a solid foundation for developing OMRON’s visionary concepts, especially<br />

within the total healthcare business. More concretely, we will continue to promote the total<br />

healthcare business while nurturing the necessary technology and development capabilities<br />

to pursue growth based on our visionary concepts.<br />

29<br />

29<br />

32<br />

36<br />

41<br />

<strong>Omron</strong>’s body-fat monitor<br />

creates a new alternative<br />

to the present standard for<br />

daily health checks.<br />

’94 ’95 ’96 ’97 ’98<br />

13


Open Systems<br />

OMRON offers clients added value in<br />

information systems by combining<br />

the latest technology with comprehensive<br />

services.<br />

SALES<br />

(Billion ¥)<br />

50<br />

8.2%<br />

The Open Systems Division maintained sales and profit levels in<br />

fiscal <strong>1998</strong> amid highly competitive markets.<br />

With the consumer market for PCs stalled by stagnant consumer spending,<br />

competitors refocused their sights on corporate information systems<br />

and network sales, creating a highly competitive environment in the information technology<br />

market. In the second half of the period under review, the slowdown in Japan’s economy<br />

further worsened conditions, resulting in falling performances in the PC-oriented wholesale<br />

market. The market for information systems to boost corporate competitiveness, however,<br />

remained firm as companies continued to make significant capital investment.<br />

During fiscal <strong>1998</strong>, we cooperated with system integrator companies in winning largescale<br />

company orders. Consequently, sales were favorable for open platform systems based<br />

on PC servers and for systems design and installation as well as operating and maintenance<br />

services.<br />

Although companies continue to expand their information systems, the process of setting<br />

up E-mail networks within major corporations is essentially complete. Customer demand<br />

has now turned from faster information-sharing and decision-making functions to improving<br />

customer services; various other activities, including sales methods; and strengthening ties<br />

with leading vendors.<br />

At present, capital investment in information systems and networks is focused on achieving<br />

the maximum use of a company’s client-server system, including the thorough management<br />

of efficiency and security. At the same time, companies are rebuilding their business<br />

systems, such as core enterprise resource planning (ERP) systems and computer telephone<br />

integration (CTI) systems. Customers continued to be concerned with system costs, but their<br />

concern has shifted from start-up costs to overall running costs.<br />

Demand is currently high for network- and security-related equipment as well as for ERP<br />

and CTI packages. On the other hand, the increasing complexity of systems has given rise<br />

to a strong need for comprehensive maintenance and other services. To meet this demand,<br />

OMRON Alphatec Corporation, an associated company, introduced “Movice,” a comprehensive<br />

service for multivendor systems, during fiscal 1996. “Movice” allows customers to select<br />

the services they need from a menu of multiple support services that cover system design<br />

and installation to management and maintenance. The comprehensive service is highly evaluated<br />

by manufacturers and customers. To effect further improvements, OMRON Alphatec<br />

is upgrading its menu by adding preventative maintenance, remote inspection and maintenance,<br />

a customer help desk, and 24-hour services.<br />

34<br />

35<br />

39<br />

50<br />

We are supporting a revolution in<br />

marketing methods based on information<br />

technology.<br />

’94 ’95 ’96 ’97 ’98<br />

14


OMRON’S COMMITMENT TO ENVIRONMENTAL PROTECTION<br />

ENVIRONMENTALLY SOUND TECHNOLOGY<br />

Through industrial and other activities, the global population is consuming increasingly<br />

large amounts of the world’s limited energy resources and damaging the earth’s environment<br />

through the use and disposal of hazardous materials. However, through the adaptation<br />

of better technologies, it is possible to greatly reduce our energy consumption and limit<br />

the use and disposal of these materials.<br />

OMRON is creating such environmentally sound technologies and products. We are particularly<br />

emphasizing the following three areas:<br />

• developing low energy consumption products,<br />

• minimizing energy consumption and eliminating hazardous materials in our production<br />

and manufacturing processes, and<br />

• reducing industrial waste through recycling.<br />

ACHIEVING ISO 14001 CERTIFICATION<br />

ISO 14001 environmental management systems certification is recognized around the world<br />

as the membership card of “green” corporations. Meeting ISO 14001 standards also indicates<br />

that a company has established environmental management systems that promote continual<br />

efforts to prevent pollution.<br />

OMRON established its Environmental Charter in 1994, having had organizations for the<br />

promotion of environmental protection activities since 1992. As of April <strong>1998</strong>, 13 domestic<br />

and 3 overseas manufacturing sites had obtained ISO 14001 certification. We expect to<br />

achieve full certification for all 30 of the OMRON Group’s manufacturing sites by the end of<br />

the current fiscal year.<br />

MINIMIZING ENERGY CONSUMPTION<br />

To minimize the effect of its operations on global warming, OMRON has set 15% as its goal<br />

by which to reduce its electric energy consumption per unit of product shipments by the<br />

end of the current fiscal year, relative to the fiscal 1996 level. Thermal electric power generation,<br />

which burns fossil fuels, is considered one of the main causes of global warming.<br />

Among other measures to diminish energy consumption, we are managing our use of airconditioning,<br />

lighting, and office equipment; revising our production processes; and utilizing<br />

solar power systems. In fiscal <strong>1998</strong>, we achieved a 13.5% reduction in energy<br />

consumption per unit of product shipments compared with the fiscal 1996 level.<br />

REDUCING INDUSTRIAL WASTE<br />

Since fiscal 1997, we have made efforts to reduce the volume of industrial waste and to recycle<br />

resources.<br />

We now are practicing the thorough separation of waste by category to enable better recycling<br />

and the proper processing of nonrecyclables. Furthermore, we are developing applications<br />

for recycled materials to improve our recycling ratio. In fiscal <strong>1998</strong>, we achieved a<br />

36% reduction in our industrial waste volume relative to the fiscal 1996 level, and our recycling<br />

ratio rose to 60%. Of course, our ultimate goal is zero emissions.<br />

OMRON’S ECO-PRODUCTS<br />

OMRON develops and improves upon technologies and products to help solve serious environmental<br />

issues. The key words for these activities are the Four Rs: Reject, Reduce,<br />

Reuse, and Recycle.<br />

15


~<br />

~<br />

Striving to obtain ISO 14001 certification for all 30<br />

of the OMRON Group’s manufacturing sites by the<br />

end of fiscal 1999.<br />

Reduction in Electric<br />

Energy Consumption<br />

CO 2 Emissions (Conversion)<br />

(t—c)<br />

12,000<br />

Reduction (%)<br />

0<br />

11,500<br />

11,000<br />

5<br />

10,500<br />

10<br />

10,000<br />

9,500<br />

9,000<br />

8,500<br />

15<br />

20<br />

8,000<br />

FY 1996 1997 <strong>1998</strong> 1999 2002<br />

25<br />

(Projected)<br />

Mishima Plant, in Japan<br />

CO 2 emissions from electric power<br />

generation<br />

Reduction performance on product<br />

shipment basis<br />

Target performance reduction on<br />

product shipment basis<br />

Sensing Technology<br />

Sensor for Conserving Resources and Electric Energy (Proximity Switch)<br />

OMRON’s DC two-wire proximity sensor reduces the use of resources by 1/3 less copper<br />

and 1/4 less insulation than the three-wire sensor. The sensor is also highly electric energy efficient,<br />

requiring 1/15 less electric energy than the three-wire sensor.<br />

CO 2 Control Technology<br />

Clean Energy (Solar Power Conditioner)<br />

OMRON’s solar power conditioner converts environment-friendly clean electric power obtained<br />

from solar cells into usable commercial electric power to run electric appliances in<br />

the home.<br />

Intelligent Transport Systems (ITSs) Technology<br />

ITSs are designed to integrate driver, vehicle, and road in such a way as to solve many current<br />

traffic issues. One of the main objectives in the development of ITSs was environmental<br />

16


~<br />

~<br />

Weight (tons) Recycling Ratio (%)<br />

6,000<br />

Reduction in Waste<br />

and Recycling Ratio<br />

100<br />

5,000<br />

4,000<br />

75<br />

3,000<br />

50<br />

2,000<br />

1,000<br />

25<br />

OMRON Manufacturing<br />

of the Netherlands B.V.<br />

PT OMRON Manufacturing<br />

of Indonesia<br />

protection. In addition to their potential for improving safety, efficiency, and comfort,<br />

ITSs lessen CO 2 emissions by reducing traffic jams, thereby mitigating global warming.<br />

OPTIMIZING TRAFFIC CONTROL<br />

Through the use of signal lights and information displays, traffic control centers ensure the<br />

smooth and safe movement of traffic, thus avoiding congestion. The centers also contribute<br />

significantly to reducing CO 2 and NO x emissions, as engines burn cleaner when running<br />

smoothly.<br />

0<br />

0<br />

FY 1996 1997 <strong>1998</strong> 1999 2002 (Projected)<br />

Total of recycling resources and waste<br />

Waste<br />

Recycling performance<br />

Recycling target<br />

ELECTRONIC TOLL COLLECTION (ETC) SYSTEM<br />

OMRON’s no-stop automated ETC system allows tolls to be collected “on the run.” Because<br />

vehicles do not have to stop, the system eliminates bottlenecks on highways, which, in turn,<br />

helps reduce CO 2 and NO x emissions.<br />

17


BOARD OF DIRECTORS<br />

Seated (left to right):<br />

Nobuo Tateisi,<br />

Kohei Jinkawa,<br />

Yoshio Tateisi<br />

Standing (left to right):<br />

Norio Hirai,<br />

Tomoaki Nishimura,<br />

Hideki Masuda,<br />

Isao Hatano,<br />

Soichi Koshio<br />

Chairman and Director<br />

Nobuo Tateisi*<br />

Vice Chairman<br />

and Director<br />

Kohei Jinkawa*<br />

President and Director<br />

Yoshio Tateisi*<br />

Vice Presidents<br />

and Directors<br />

Isao Hatano*<br />

Soichi Koshio*<br />

Senior Managing<br />

Directors<br />

Hideki Masuda*<br />

Tomoaki Nishimura*<br />

Norio Hirai*<br />

Managing Directors<br />

Kiyohiko Watanabe<br />

Tsunehiko Tokumasu<br />

Tsutomu Narita<br />

Izuru Minami<br />

Noboru Sano<br />

Tadao Tateisi<br />

Tatsuro Ichihara<br />

Akio Imaizumi<br />

Directors<br />

Takao Abu<br />

Sadao Masuyoshi<br />

Masaaki Sadatomo<br />

Yoshikazu Tachi<br />

Masato Mori<br />

Shingo Akechi<br />

Yoshifumi Kajiya<br />

Hisao Sakuta<br />

Minoru Tamura<br />

Tsukasa Yamashita<br />

Fujio Tokita<br />

Yutaka Takigawa<br />

Keiichiro Akahoshi<br />

Fumio Tateisi<br />

Standing Corporate<br />

Auditors<br />

Kinji Hanamoto<br />

Isao Suzuki<br />

Motoki Tamura<br />

Corporate Auditor<br />

Takayuki Yamashita<br />

*Representative Director<br />

18


FINANCIAL SECTION<br />

Five-Year Summary ..............................................................................20<br />

Management’s Discussion & Analysis..................................................21<br />

Consolidated Statements of Income....................................................25<br />

Consolidated Balance Sheets ...............................................................26<br />

Consolidated Statements of Shareholders’ Equity ...............................28<br />

Consolidated Statements of Cash Flows..............................................29<br />

Notes to Consolidated Financial Statements .......................................30<br />

Independent Auditors’ <strong>Report</strong>.............................................................42<br />

19


1FIVE-YEAR SUMMARY<br />

OMRON Corporation and Subsidiaries<br />

Years ended March 31<br />

Millions of yen (except per share data)<br />

<strong>1998</strong> 1997 1996 1995 1994<br />

Net Sales:<br />

Control Components and Systems ..................................... ¥313,642 ¥291,277 ¥275,149 ¥248,023 ¥230,983<br />

Social Business.................................................................... 138,203 145,172 125,623 127,382 120,429<br />

Specialty Products .............................................................. 47,263 46,533 38,687 42,465 40,323<br />

Healthcare .......................................................................... 40,793 36,388 31,618 28,790 28,919<br />

Open Systems ..................................................................... 50,131 50,187 38,621 34,672 33,964<br />

Others................................................................................. 21,763 24,704 15,591 8,368 6,251<br />

................................................................................................ 611,795 594,261 525,289 489,700 460,869<br />

Costs and Expenses:<br />

Cost of sales........................................................................ 387,445 388,005 342,500 324,666 312,248<br />

Selling, general and administrative expenses ..................... 138,404 130,163 109,117 100,333 100,193<br />

Research and development expenses ................................ 39,914 35,188 34,433 31,223 28,698<br />

Interest expenses, net ........................................................ 682 1,591 2,044 5,102 6,428<br />

Other, net ........................................................................... 3,107 66 4,943 3,428 240<br />

................................................................................................ 569,552 555,013 493,037 464,752 447,807<br />

Income before Income Taxes,<br />

Minority Interests, and Cumulative Effect<br />

of Change in Accounting Principle................................... 42,243 39,248 32,252 24,948 13,062<br />

Income Taxes....................................................................... 23,775 22,952 17,039 12,358 8,822<br />

Minority Interests................................................................ 168 557 626 438 134<br />

Cumulative Effect of<br />

Change in Accounting Principle..................................... — — — — 584<br />

Net Income ........................................................................... 18,300 15,739 14,587 12,152 4,690<br />

Net Income per Share (yen, Note 1):<br />

Basic .................................................................................. ¥69.8 ¥60.1 ¥55.7 ¥50.8 ¥20.3<br />

Diluted .............................................................................. 68.3 58.8 54.5 49.4 20.1<br />

Cash Dividends per Share (yen, Note 2) ........................... 13.0 13.0 13.0 13.0 13.0<br />

Capital Expenditures (cash basis)....................................... ¥ 35,896 ¥ 29,956 ¥ 34,079 ¥ 30,954 ¥ 26,875<br />

Total Assets........................................................................... 579,663 590,353 580,815 569,151 552,174<br />

Total Shareholders’ Equity................................................. 336,064 323,019 302,458 288,086 230,706<br />

Notes: 1. Net income per share amounts are computed based on the Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Share,” which is<br />

effective for the fiscal year ended March 31, <strong>1998</strong>. All prior years’ data presented has been restated to conform with the provisions of SFAS No. 128.<br />

2. Cash dividends per share are the amounts applicable to the respective year, including dividends to be paid after the end of the year.<br />

20


MANAGEMENT’S DISCUSSION & ANALYSIS<br />

Sales<br />

The Japanese economy slowed in the second half of fiscal <strong>1998</strong>, ended March 31, <strong>1998</strong>,<br />

buffeted by domestic problems as well as the currency turmoil in Southeast Asia. Consumers<br />

displayed growing spending restraint in the face of deteriorating corporate performances<br />

caused by weak personal consumption. The recessionary mood was further reinforced by<br />

the string of major business failures precipitated by a troubled banking industry. The sudden<br />

collapse in Asian currencies also contributed to a loss of confidence in the future direction<br />

of Japan’s economy.<br />

Despite these significant swings in Japan’s economy as well as in certain Asian currencies,<br />

OMRON’s consolidated net sales rose 3.0%, to ¥611,795 million ($4,635 million). The weaker<br />

yen as well as economic growth in overseas markets, particularly in the United States and<br />

Europe, supported strong sales for the Company’s core control components and systems<br />

operations.<br />

The increase or decrease in sales of each product group or division is as follows:<br />

The composition of net sales is as follows:<br />

<strong>1998</strong> 1997 1996<br />

Control Components and Systems............................. 7.7% 5.9% 10.9%<br />

Social Business ........................................................... (4.8) 15.6 (1.4)<br />

Specialty Products...................................................... 1.6 20.3 (8.9)<br />

Healthcare .................................................................. 12.1 15.1 9.8<br />

Open Systems............................................................. (0.1) 29.9 11.4<br />

Others ........................................................................ (11.9) 58.5 86.3<br />

<strong>1998</strong> 1997 1996<br />

Control Components and Systems............................. 51.3% 49.0% 52.3%<br />

Social Business ........................................................... 22.6 24.5 23.9<br />

Specialty Products...................................................... 7.7 7.8 7.4<br />

Healthcare .................................................................. 6.7 6.1 6.0<br />

Open Systems............................................................. 8.2 8.4 7.4<br />

Others ........................................................................ 3.5 4.2 3.0<br />

Divisional performance was mixed in fiscal <strong>1998</strong>. OMRON’s major product group, the<br />

Control Components and Systems Division, attained satisfactory growth—amid a difficult<br />

business climate, thanks to the beneficial effects of robust economies in the United States<br />

and Europe—in overseas sales as well as in exports of OMRON’s major domestic customers,<br />

the automotive and semiconductor industries. The division also made significant inroads in<br />

selling to the multimedia and amusement industries. In fiscal <strong>1998</strong>, we combined our<br />

Electronic Fund Transfer Systems (EFTS) and Public Information and Transfer Systems<br />

(PITS) divisions into a single division, the Social Business Division, which posted a small<br />

decline during the fiscal year under review due mainly to weak domestic and overseas markets<br />

for financial systems. The division recorded approximately the same level of traffic control<br />

sales as in the previous fiscal year and continued to make headway developing the<br />

Intelligent Transport Systems (ITSs) market. Sales by the Specialty Products Division rose<br />

slightly overall because of the success of marketing efforts to a stagnant domestic automobile<br />

industry, supported by a strong overseas automobile market and the current boom in<br />

21


digital and color copiers in the office automation (OA) industry. Sales of products for PCs<br />

declined because of consumer spending restraint. Healthcare Division sales achieved doubledigit<br />

growth in fiscal <strong>1998</strong> thanks to strong domestic and overseas demand for new products,<br />

such as body-fat monitors, massage chairs, and ear-type digital thermometers.<br />

Traditionally popular products, such as blood pressure monitors and pedometers, continued<br />

to sell well because of the global boom in self-healthcare. The Open Systems Division’s<br />

sales stalled in fiscal <strong>1998</strong> after three consecutive years of consolidated sales growth, remaining<br />

approximately the same as in the previous year. Weak consumer spending depressed<br />

sales of PCs to individuals, causing a shift in emphasis from sales of PCs to<br />

individuals to corporate sales of information systems and networks, thus producing heightened<br />

competition in this market. Strong overall demand in this area, however, helped the<br />

division maintain sales levels approximately the same as the previous fiscal year’s despite<br />

the economic downturn in the second half of the term.<br />

Sales by foreign subsidiaries rose 12.6% and generated 28.0% of net sales, compared with<br />

25.6% of net sales in fiscal 1997 and 23.4% in fiscal 1996.<br />

Including direct exports from Japan, the overseas sales ratio climbed to 29.6% in fiscal<br />

<strong>1998</strong>, from 27.3% in the previous fiscal year.<br />

Costs, Expenses, and Income<br />

Costs, expenses, and income as percentages of net sales were as follows:<br />

<strong>1998</strong> 1997 1996<br />

Net sales ......................................................................... 100.0% 100.0% 100.0%<br />

Cost of sales.................................................................... 63.3 65.3 65.2<br />

Gross profit..................................................................... 36.7 34.7 34.8<br />

Selling, general and administrative expenses................. 22.6 21.9 20.8<br />

Research and development expenses ............................ 6.5 5.9 6.6<br />

Interest expenses, net .................................................... 0.1 0.3 0.4<br />

Income before income taxes and minority interests ....... 6.9 6.6 6.1<br />

Income taxes .................................................................. 3.9 3.9 3.2<br />

Net income..................................................................... 3.0 2.6 2.8<br />

Cost of sales declined marginally, to ¥387,445 million ($2,935 million), during the period<br />

under review. Because cost of sales remained flat while net sales gained 3.0%, the gross<br />

profit ratio improved to 36.7%, from 34.7% in fiscal 1997. Selling, general and administrative<br />

expenses rose 6.3%, to ¥138,404 million ($1,049 million), and research and development expenses<br />

increased 13.4%, to ¥39,914 million ($302 million). Interest expenses, net, dropped<br />

to ¥682 million ($5 million), mainly because of lower debt. Foreign exchange loss, net, totaled<br />

¥4,419 million ($33 million). Income before income taxes and minority interests was<br />

¥42,243 million ($320 million), an increase of 7.6% from the previous fiscal year.<br />

Income taxes climbed slightly, reflecting greater corporate profits. Minority interests declined<br />

to ¥168 million ($1 million). Net income advanced 16.3%, to ¥18,300 million ($139 million).<br />

Basic net income per share rose from ¥60.1 to ¥69.8 ($0.53), and diluted net income per<br />

share rose from ¥58.8 to ¥68.3 ($0.52). Cash dividends per share applicable to the period<br />

were maintained at ¥13.0 ($0.10). ROA and ROE were 3.1% and 5.6%, respectively, compared<br />

with 2.7% and 5.0% in the previous fiscal year.<br />

22


Financial Position<br />

Total current assets edged down 3.8%, to ¥327,372 million ($2,480 million), largely because<br />

of the declines in cash and cash equivalents and short-term investments. The inventory<br />

turnover rate, as determined by cost of sales divided by inventories at year-end, decreased<br />

to 4.1, from 4.5 at the previous fiscal year-end. Total current liabilities, however, dropped<br />

8.0%, to ¥176,288 million ($1,336 million), mainly reflecting a large decline in the current<br />

portion of long-term debt. Working capital increased ¥2,295 million, to ¥151,084 million<br />

($1,145 million), providing adequate liquidity for operations. The current ratio was 1.86,<br />

compared with 1.78 at the previous fiscal year-end.<br />

Cash and cash equivalents at beginning of the year were ¥79,288 million ($601 million).<br />

Net cash provided by operating activities declined to ¥32,086 million ($243 million).<br />

Depreciation and amortization, the main component of cash flows from operating activities,<br />

edged down 0.3%, to ¥31,129 million ($236 million). Net cash used in investing activities<br />

sunk to ¥17,631 million ($134 million), mainly because of a sharp drop in the purchase of<br />

short-term investments and investment securities. Capital expenditures rose 19.8%, to<br />

¥35,896 million ($272 million).<br />

Net cash used in financing activities was ¥23,637 million ($179 million). Proceeds from issuance<br />

of long-term debt were ¥648 million ($5 million), and repayments of long-term debt<br />

were ¥18,013 million ($136 million). Reflecting the above cash outflows and inflows, cash<br />

and cash equivalents at end of the year decreased to ¥68,365 million ($518 million).<br />

Total indebtedness—bank loans, current portion of long-term debt, and long-term debt—<br />

decreased 27.4%, to ¥54,544 million ($413 million). Long-term debt fell 19.9%, to ¥33,500<br />

million ($254 million).<br />

Total shareholders’ equity grew 4.0%, to ¥336,064 million ($2,546 million), with higher retained<br />

earnings being offset somewhat by cumulative translation adjustments and minimum<br />

pension liability adjustment. Total shareholders’ equity as a percentage of total assets rose<br />

to 58.0%, compared with 54.7% at the end of fiscal 1997. ROE was 5.6%, compared with<br />

5.0% at the previous fiscal year-end. OMRON is targeting an ROE of 6.0% by the end of its<br />

Seventh Mid-Term Management Plan.<br />

Capital Investments and Finance<br />

A total of ¥35,896 million ($272 million) in capital expenditures was made during fiscal <strong>1998</strong><br />

and was principally invested in establishing a growth structure, in expanding our global network<br />

in Asia and other countries, and in plant and equipment.<br />

OMRON has not found it necessary to raise capital to fund its current capital expenditure<br />

program at this stage.<br />

23


Research and Development<br />

Research and development expenses were ¥39,914 million ($302 million) during the fiscal<br />

year under review, representing 6.5% of net sales.<br />

Year 2000 Compliance<br />

The Company has developed plans to address the exposure of its computer systems to the<br />

so-called millennium bug. Key financial, information, and operational systems have been assessed,<br />

and detailed plans have been developed to achieve Year 2000 compliance by<br />

December 31, 1999. The financial impact of making the required system changes is not expected<br />

to be material to the Company’s consolidated financial position, results of operations,<br />

or cash flows.<br />

Share Buyback Program<br />

In accordance with a resolution passed at the general meeting of shareholders in June <strong>1998</strong>,<br />

OMRON will repurchase and retire shares up to a maximum of ¥10 billion, or five million<br />

shares, during the period before the next general shareholders’ meeting. In addition, the<br />

Company’s Articles of Incorporation have been amended to allow future share repurchases<br />

up to a total of 25 million additional shares.<br />

Stock Option Plan<br />

The Company has introduced a stock option plan for its directors to further motivate them<br />

to consider growth in investors’ value as their chief management goal and to otherwise<br />

manage in a manner that is in the best interest of shareholders. A maximum of 158,000<br />

shares, or ¥500 million, will be allocated for this purpose in accordance with a resolution<br />

passed at the general meeting of shareholders. The exercise period will run from July 1999<br />

to the end of June 2001.<br />

24


CONSOLIDATED STATEMENTS OF INCOME<br />

OMRON Corporation and Subsidiaries<br />

Years ended March 31, <strong>1998</strong>, 1997 and 1996<br />

Thousands of<br />

Millions of yen U.S. dollars (Note 2)<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Net Sales ................................................................................... ¥611,795 ¥594,261 ¥525,289 $4,634,811<br />

Costs and Expenses:<br />

Cost of sales .......................................................................... 387,445 388,005 342,500 2,935,189<br />

Selling, general and administrative expenses ....................... 138,404 130,163 109,117 1,048,515<br />

Research and development expenses ................................... 39,914 35,188 34,433 302,379<br />

Interest expenses, net (Note 5) ............................................ 682 1,591 2,044 5,167<br />

Foreign exchange loss, net ................................................... 4,419 860 5,027 33,477<br />

Other income, net ................................................................. (1,312) (794) (84) (9,939)<br />

Total ................................................................................. 569,552 555,013 493,037 4,314,788<br />

Income before Income Taxes and Minority Interests ....... 42,243 39,248 32,252 320,023<br />

Income Taxes (Note 9)............................................................ 23,775 22,952 17,039 180,114<br />

Income before Minority Interests........................................ 18,468 16,296 15,213 139,909<br />

Minority Interests ................................................................... 168 557 626 1,273<br />

Net Income .............................................................................. ¥ 18,300 ¥ 15,739 ¥ 14,587 $0,138,636<br />

Yen U.S. dollars (Note 2)<br />

Net Income per Share (Note 11):<br />

Basic...................................................................................... ¥69.8 ¥60.1 ¥55.7 $0.53<br />

Diluted .................................................................................. 68.3 58.8 54.5 0.52<br />

Cash Dividends per Share (Note 11)..................................... 13.0 13.0 13.0 0.10<br />

See notes to consolidated financial statements.<br />

25


CONSOLIDATED BALANCE SHEETS<br />

OMRON Corporation and Subsidiaries<br />

March 31, <strong>1998</strong> and 1997<br />

Thousands of<br />

Millions of yen U.S. dollars (Note 2)<br />

ASSETS <strong>1998</strong> 1997 <strong>1998</strong><br />

Current Assets:<br />

Cash and cash equivalents......................................................................... ¥ 68,365 ¥ 79,288 $ 517,917<br />

Short-term investments (Note 4) ............................................................... 4,767 25,970 36,114<br />

Notes and accounts receivable—trade...................................................... 138,149 133,771 1,046,583<br />

Allowance for doubtful receivables........................................................... (3,301) (3,023) (25,008)<br />

Inventories (Note 3) .................................................................................. 94,981 85,966 719,553<br />

Deferred income taxes (Note 9)................................................................ 11,798 10,139 89,379<br />

Other current assets .................................................................................. 12,613 8,310 95,553<br />

Total Current Assets .......................................................................... 327,372 340,421 2,480,091<br />

Property, Plant and Equipment:<br />

Land ........................................................................................................... 50,166 51,169 380,045<br />

Buildings .................................................................................................... 107,974 107,036 817,985<br />

Machinery and equipment......................................................................... 143,809 143,736 1,089,462<br />

Construction in progress........................................................................... 4,124 2,746 31,242<br />

Total ..................................................................................................... 306,073 304,687 2,318,734<br />

Accumulated depreciation ........................................................................ (135,591) (134,277) (1,027,205)<br />

Net Property, Plant and Equipment................................................ 170,482 170,410 1,291,529<br />

Investments and Other Assets:<br />

Investments in and advances to associates................................................ 1,843 2,098 13,962<br />

Investment securities (Note 4) .................................................................. 43,245 42,198 327,614<br />

Leasehold deposits .................................................................................... 11,730 11,809 88,864<br />

Deferred income taxes (Note 9)................................................................ 7,507 6,945 56,871<br />

Other ......................................................................................................... 17,484 16,472 132,455<br />

Total Investments and Other Assets ............................................... 81,809 79,522 619,766<br />

Total.............................................................................................................. ¥579,663 ¥590,353 $4,391,386<br />

See notes to consolidated financial statements.<br />

26


Thousands of<br />

Millions of yen U.S. dollars (Note 2)<br />

LIABILITIES AND SHAREHOLDERS’ EQUITY <strong>1998</strong> 1997 <strong>1998</strong><br />

Current Liabilities:<br />

Bank loans (Note 5) ................................................................................... ¥ 12,578 ¥ 15,302 $ 95,288<br />

Notes and accounts payable—trade.......................................................... 88,756 95,552 672,394<br />

Accrued expenses ..................................................................................... 23,117 22,478 175,129<br />

Income taxes payable................................................................................ 15,011 16,236 113,720<br />

Other current liabilities ............................................................................. 28,360 24,040 214,848<br />

Current portion of long-term debt (Note 5).............................................. 8,466 18,024 64,136<br />

Total Current Liabilities .................................................................... 176,288 191,632 1,335,515<br />

Long-Term Debt (Note 5) ........................................................................... 33,500 41,821 253,788<br />

Deferred Income Taxes (Note 9)............................................................... 5,531 4,214 41,902<br />

Termination and Retirement Benefits (Note 7)...................................... 24,913 22,909 188,735<br />

Other Long-Term Liabilities...................................................................... 367 108 2,780<br />

Minority Interests in Subsidiaries ........................................................... 3,000 6,650 22,727<br />

Shareholders’ Equity (Note 8):<br />

Common stock with ¥50 par value:<br />

Authorized—500,000,000 shares;<br />

Issued and outstanding—262,107,214 shares in <strong>1998</strong> and 1997 .......... 64,079 64,079 485,447<br />

Additional paid-in capital........................................................................... 98,702 98,702 747,742<br />

Legal reserve.............................................................................................. 6,314 5,963 47,833<br />

Retained earnings ...................................................................................... 174,282 159,741 1,320,318<br />

Cumulative translation adjustments .......................................................... (5,912) (3,320) (44,787)<br />

Minimum pension liability adjustment (Note 7) ....................................... (1,401) (2,146) (10,614)<br />

Total Shareholders’ Equity ............................................................... 336,064 323,019 2,545,939<br />

Total ............................................................................................................. ¥579,663 ¥590,353 $4,391,386<br />

27


CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY<br />

OMRON Corporation and Subsidiaries<br />

Years ended March 31, <strong>1998</strong>, 1997 and 1996<br />

Millions of yen<br />

Number of<br />

Minimum<br />

common shares Additional Cumulative pension<br />

issued and Common paid-in Legal Retained translation liability<br />

outstanding stock capital reserve earnings adjustments adjustment<br />

Balance, April 1, 1995 .................... 262,100,942 ¥64,075 ¥98,696 ¥5,087 ¥137,107 ¥(16,879) ¥ —)<br />

Shares issued upon<br />

conversion of bonds .................... 6,272 4 6<br />

Net income .................................... 14,587<br />

Cash dividends, ¥13.0 per share.... (3,408)<br />

Transfer to legal reserve ................ 386 (386)<br />

Translation adjustments ................ 7,822<br />

Adjustment to minimum<br />

pension liability............................ (4,639)<br />

Balance, March 31, 1996................ 262,107,214 64,079 98,702 5,473 147,900 (9,057) (4,639)<br />

Net income .................................... 15,739<br />

Cash dividends, ¥13.0 per share.... (3,408)<br />

Transfer to legal reserve ................ 490 (490)<br />

Translation adjustments................. 5,737<br />

Adjustment to minimum<br />

pension liability............................ 2,493<br />

Balance, March 31, 1997................ 262,107,214 64,079 98,702 5,963 159,741 (3,320) (2,146)<br />

Net income .................................... 18,300<br />

Cash dividends, ¥13.0 per share.... (3,408)<br />

Transfer to legal reserve ................ 351 (351)<br />

Translation adjustments................. (2,592)<br />

Adjustment to minimum<br />

pension liability............................ 745<br />

Balance, March 31, <strong>1998</strong>................ 262,107,214 ¥64,079 ¥98,702 ¥6,314 ¥174,282 ¥ (5,912) ¥(1,401)<br />

Thousands of U.S. dollars (Note 2)<br />

Minimum<br />

Additional Cumulative pension<br />

Common paid-in Legal Retained translation liability<br />

stock capital reserve earnings adjustments adjustment<br />

Balance, March 31, 1997...................................... $485,447 $747,742 $45,174 $1,210,159 $(25,152) $(16,258)<br />

Net income ............................................................. 138,636<br />

Cash dividends, $0.10 per share.............................. (25,818)<br />

Transfer to legal reserve .......................................... 2,659 (2,659)<br />

Translation adjustments........................................... (19,635)<br />

Adjustment to minimum pension liability ............... 5,644<br />

Balance, March 31, <strong>1998</strong>...................................... $485,447 $747,742 $47,833 $1,320,318 $(44,787) $(10,614)<br />

See notes to consolidated financial statements.<br />

28


CONSOLIDATED STATEMENTS OF CASH FLOWS<br />

OMRON Corporation and Subsidiaries<br />

Years ended March 31, <strong>1998</strong>, 1997 and 1996<br />

Thousands of<br />

Millions of yen U.S. dollars (Note 2)<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Operating Activities:<br />

Net income .................................................................................. ¥18,300 ¥15,739 ¥14,587 $138,636<br />

Adjustments to reconcile net income to net<br />

cash provided by operating activities:<br />

Depreciation and amortization ................................................ 31,129 31,234 30,196 235,826<br />

Loss on sales of property, plant and equipment...................... 268 771 677 2,030<br />

Valuation loss on property held for sale .................................. — 2,040 — —<br />

Net (gain) loss on sale of short-term investments<br />

and investment securities ...................................................... (1) (2,828) 22 (8)<br />

Termination and retirement benefits....................................... 2,004 4,574 (154) 15,182<br />

Deferred income taxes............................................................. (230) (62) (1,242) (1,742)<br />

Minority interests ..................................................................... 168 557 626 1,273<br />

Changes in assets and liabilities:<br />

Notes and accounts receivable—trade, net ......................... (3,537) (7,927) (16,936) (26,795)<br />

Inventories ........................................................................... (8,412) (4,163) (7,289) (63,727)<br />

Other assets.......................................................................... (7,004) (2,080) 494 (53,061)<br />

Notes and accounts payable—trade .................................... (4,315) 12,000 5,841 (32,689)<br />

Income taxes payable .......................................................... (1,998) 4,711 1,455 (15,136)<br />

Accrued expenses and other ............................................... 4,425 3,232 (706) 33,523<br />

Other, net................................................................................. 1,289 (629) (798) 9,763<br />

Total adjustments................................................................. 13,786 41,430 12,186 104,439<br />

Net cash provided by operating activities ....................... 32,086 57,169 26,773 243,075<br />

Investing Activities:<br />

Proceeds from sales or maturities of short-term investments<br />

and investment securities .......................................................... 21,285 43,671 70,382 161,250<br />

Purchase of short-term investments and investment securities.... (1,427) (45,904) (45,625) (10,811)<br />

Capital expenditures.................................................................... (35,896) (29,956) (34,079) (271,939)<br />

Decrease in leasehold deposits .................................................... 5 285 57 38<br />

Proceeds from sales of property, plant and equipment............... 1,335 2,818 3,427 10,114<br />

Acquisition of minority interests.................................................. (2,933) (312) (1,056) (22,220)<br />

Net cash used in investing activities ................................ (17,631) (29,398) (6,894) (133,568)<br />

Financing Activities:<br />

Net (repayments) borrowings of short-term bank loans ............. (2,864) 3,738 5,141 (21,697)<br />

Proceeds from issuance of long-term debt ................................. 648 5,446 1,050 4,902<br />

Repayments of long-term debt..................................................... (18,013) (43,634) (26,525) (136,462)<br />

Dividends paid ............................................................................. (3,408) (3,407) (3,355) (25,811)<br />

Net cash used in financing activities................................ (23,637) (37,857) (23,689) (179,068)<br />

Effect of Exchange Rate Changes on Cash<br />

and Cash Equivalents................................................................. (1,741) 1,510 1,618 (13,189)<br />

Net Decrease in Cash and Cash Equivalents ............................ (10,923) (8,576) (2,192) (82,750)<br />

Cash and Cash Equivalents at Beginning of the Year............. 79,288 87,864 90,056 600,667<br />

Cash and Cash Equivalents at End of the Year ........................ ¥68,365 ¥79,288 ¥87,864 $517,917<br />

See notes to consolidated financial statements.<br />

29


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />

OMRON Corporation and Subsidiaries<br />

1. Summary of<br />

Significant<br />

Accounting<br />

Policies<br />

Basis of Financial Statements The accompanying consolidated financial statements, stated in<br />

Japanese yen, include certain adjustments, not recorded on the books of account, to present these<br />

statements in accordance with accounting principles as generally accepted in the United States, except<br />

for the omission of segment information as required by the Statement of Financial Accounting Standards<br />

(“SFAS”) No. 14, “Financial <strong>Report</strong>ing for Segments of a Business Enterprise,” and except that the recognition<br />

and measurement provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and<br />

Equity Securities,” have not been applied (see Note 4). The principal adjustments include accrual of<br />

certain expenses, recognition of the value of warrants issued with bonds, accounting for termination and<br />

retirement benefits, accrual of deferred income taxes relating to these adjustments and other temporary<br />

differences, and accounting for prior years’ stock dividends at market value.<br />

Certain reclassifications have been made to accounts previously reported in order to conform to <strong>1998</strong><br />

classifications.<br />

Principles of Consolidation The consolidated financial statements include the accounts of<br />

OMRON Corporation (the “Company”) and its subsidiaries (together the “Companies”). All significant<br />

intercompany accounts and transactions have been eliminated. Costs in excess of the fair value of net<br />

assets acquired are amortized on a straight-line basis over five years.<br />

The Companies’ investments in companies in which ownership is from 20% to 50% (associates) are<br />

stated at cost plus equity in undistributed net income or loss.<br />

Use of Estimates The preparation of consolidated financial statements in conformity with generally<br />

accepted accounting principles requires management to make estimates and assumptions that affect<br />

the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at<br />

the date of the consolidated financial statements as well as the reported amounts of revenues and<br />

expenses during the reporting period. Actual results could differ from those estimates.<br />

Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of<br />

three months or less, including time deposits, securities purchased with resale agreements and money<br />

market instruments.<br />

Short-Term Investments and Investment Securities Marketable equity securities are carried at<br />

the lower of aggregate cost or market. Other investments are stated at the lower of cost or estimated net<br />

realizable value (see Note 4). The cost of securities sold is determined on the average cost basis.<br />

Inventories<br />

or market.<br />

Inventories are stated at the lower of cost, determined by the first-in, first-out method,<br />

Property, Plant and Equipment Property, plant and equipment is stated at cost. Depreciation of<br />

property, plant and equipment has been computed principally on the declining balance method based<br />

upon the estimated useful lives of the assets.<br />

Advertising Costs Advertising costs are charged to earnings as incurred. Advertising expenses were<br />

¥10,329 million ($78,250 thousand), ¥8,473 million and ¥7,477 million for the years ended March 31,<br />

<strong>1998</strong>, 1997 and 1996, respectively.<br />

Termination and Retirement Benefits Termination and retirement benefits are accounted for in<br />

accordance with SFAS No. 87, “Employers’ Accounting for Pensions.” Provision for termination and<br />

retirement benefits includes those for directors and corporate auditors of the Company.<br />

Income Taxes Deferred income taxes reflect the tax consequences on future years of differences<br />

between the tax bases of assets and liabilities and their financial reporting amounts. Future tax benefits,<br />

such as net operating loss carryforwards, are recognized to the extent that such benefits are more<br />

likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is<br />

recognized in income in the period that includes the enactment date.<br />

30


Derivatives Currency derivatives (foreign exchange forward contracts and currency option contracts)<br />

are used to manage currency risk. Gains and losses on hedges of existing assets or liabilities<br />

denominated in foreign currencies are recognized currently in income, as are the offsetting foreign<br />

exchange losses and gains on the items hedged. Gains and losses related to qualifying hedges of firm<br />

commitments denominated in foreign currencies are deferred and are recognized as adjustments to the<br />

hedged transaction when such transaction occurs. Derivative contracts that do not qualify as hedges<br />

are marked to market with the related gains and losses included in Foreign exchange loss, net, in the<br />

consolidated statements of income.<br />

Interest rate swaps are used to manage exposure to fluctuations in interest rates arising from the<br />

Companies’ existing debt. The amounts receivable or payable under interest rate swap agreements are<br />

recognized as adjustments to interest expenses.<br />

Cash Dividends Cash dividends are reflected in the consolidated financial statements at proposed<br />

amounts in the years to which they are applicable, even though payment is not approved by shareholders<br />

until the annual general meeting of shareholders held early in the following fiscal year. Resulting<br />

dividends payable are included in Other current liabilities in the consolidated balance sheets.<br />

Nature of Operations The Company is a multinational manufacturer of automation components,<br />

equipment and systems with advanced computer, communications and control technologies. The<br />

Company conducts business in more than 30 countries around the world and strategically manages its<br />

worldwide operations through five regional management centers: Japan, North America, Europe, Asia-<br />

Pacific and China. Products, classified by type and market, are organized into five principal business<br />

units, as described below.<br />

Control Components and Systems include a wide range of products, including sensors, relays,<br />

switches, printed circuit boards and computer systems for factory automation. These products are primarily<br />

used by manufacturers of electronic and high-technology equipment with certain products<br />

aimed at the consumer and industrial markets.<br />

Social Business encompasses the production and sale of automated teller machines, credit authorization<br />

terminals, point-of-sale systems and card readers for both domestic and overseas markets.<br />

Automated passenger gates and ticket vending machines as well as electronic panels and terminal displays<br />

for traffic information and monitoring purposes are also produced for the domestic market.<br />

Specialty Products include the production of automotive electronic components for use by the automotive<br />

industry and high-technology electronic components and equipment directed at the office<br />

automation industries.<br />

Healthcare includes blood pressure monitors, nebulizers and infrared therapy devices aimed at both<br />

the consumer and institutional markets.<br />

Open systems supply network and PC systems to institutional and individual consumers.<br />

New Accounting Standards In July 1997, the Financial Accounting Standards Board issued SFAS<br />

No. 130, “<strong>Report</strong>ing Comprehensive Income,” and SFAS No. 131, “Disclosures about Segments of an<br />

Enterprise and Related Information.”<br />

These statements are effective for fiscal years beginning after December 15, 1997. The Companies<br />

will adopt SFAS No. 130 for the year beginning April 1, <strong>1998</strong>, except for the effects on shareholders’<br />

equity from the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity<br />

Securities.” The Companies currently anticipate that the segment information required by SFAS No. 131<br />

will not be provided. Neither of these statements will have an effect on the Company’s consolidated<br />

financial position or results of operations.<br />

31


2. Translation<br />

into United<br />

States Dollars<br />

The consolidated financial statements are stated in Japanese yen, the currency of the country in which<br />

the Company is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar<br />

amounts are included solely for convenience and have been made at the rate of ¥132 to $1, the<br />

approximate free rate of exchange at March 31, <strong>1998</strong>. Such translations should not be construed as<br />

representations that the Japanese yen amounts could be converted into U.S. dollars at the above or any<br />

other rate.<br />

3. Inventories Inventories at March 31, <strong>1998</strong> and 1997 consisted of:<br />

Millions of yen<br />

Thousands of<br />

U.S. dollars<br />

<strong>1998</strong> 1997 <strong>1998</strong><br />

Finished products ............................................................................................. ¥56,665 ¥46,564 $429,280<br />

Work-in-process ................................................................................................ 17,707 19,731 134,144<br />

Materials and supplies....................................................................................... 20,609 19,671 156,129<br />

Total .......................................................................................................... ¥94,981 ¥85,966 $719,553<br />

4. Short-Term<br />

Investments<br />

and Investment<br />

Securities<br />

The Companies have chosen not to adopt the recognition and measurement principles of SFAS No.<br />

115 and have instead continued to account for investments in debt and equity securities under previously<br />

accepted accounting principles. The Companies were of the opinion that the adoption of SFAS<br />

No. 115 would materially reduce the comparability of the financial statements with those of other<br />

Japanese companies that follow the Japanese accounting practice of reporting marketable debt and<br />

equity securities under the lower of cost or market method. Marketable securities included in shortterm<br />

investments and investment securities at March 31, <strong>1998</strong> and 1997 would be classified as<br />

available-for-sale securities under SFAS No. 115. The recognition and measurement provisions of SFAS<br />

No. 115 require that the investments in debt and equity securities which are classified as available for<br />

sale be reported at fair value with unrealized gains and losses, net of related taxes, reported in a separate<br />

component of shareholders’ equity.<br />

If the Companies had followed SFAS No. 115, consolidated net income would have increased ¥404<br />

million ($3,061 thousand) for the year ended March 31, <strong>1998</strong>. There was no effect on income for the<br />

years ended March 31, 1997 and 1996, of not adopting SFAS No. 115. The effects on the consolidated<br />

balance sheets as of March 31, <strong>1998</strong> and 1997 of not adopting SFAS No. 115 were as follows:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 <strong>1998</strong><br />

Shareholders’ equity as reported .................................................................. ¥336,064 ¥323,019 $2,545,939<br />

Net increase in the carrying amount of short-term investments................... 1,375 3,065 10,417<br />

Net increase in the carrying amount of investment securities ..................... 12,091 17,512 91,598<br />

Net increase in deferred tax liabilities as a result<br />

of the above net increases in short-term investments<br />

and investment securities............................................................................ (6,868) (10,494) (52,030)<br />

Net increase in net income due to a change in enacted tax rates ................ 404 — 3,061<br />

Shareholders’ equity based on SFAS No. 115........................................ ¥343,066 ¥333,102 $2,598,985<br />

32


The carrying amounts, gross unrealized holding gains and losses and fair value of securities, excluding<br />

equity securities with no public market value, by major security type at March 31, <strong>1998</strong> and 1997<br />

were as follows:<br />

Millions of yen<br />

<strong>1998</strong> 1997<br />

Gross Gross Gross Gross<br />

Carrying unrealized unrealized Fair Carrying unrealized unrealized Fair<br />

amount gains losses value amount gains losses value<br />

Short-term investments:<br />

Debt securities..................... ¥ 3,913 ¥ — ¥ — ¥ 3,913 ¥13,746 ¥ — ¥ — ¥13,746<br />

Asset-backed securities........ — — — — 11,250 — — 11,250<br />

Equity securities................... 854 1,442 (67) 2,229 974 3,095 (30) 4,039<br />

Total short-term investments... 4,767 1,442 (67) 6,142 25,970 3,095 (30) 29,035<br />

Marketable investment<br />

securities:<br />

Debt securities..................... 25 — — 25 48 — — 48<br />

Equity securities................... 39,447 17,675 (5,584) 51,538 39,160 21,189 (3,677) 56,672<br />

Total marketable investment<br />

securities............................... 39,472 17,675 (5,584) 51,563 39,208 21,189 (3,677) 56,720<br />

Total................................. ¥44,239 ¥19,117 ¥(5,651) ¥57,705 ¥65,178 ¥24,284 ¥(3,707) ¥85,755<br />

Thousands of U.S. dollars<br />

<strong>1998</strong><br />

Gross Gross<br />

Carrying unrealized unrealized Fair<br />

amount gains losses value<br />

Short-term investments:<br />

Debt securities..................... $ 29,644 $ — $ — $ 29,644<br />

Asset-backed securities........ — — — —<br />

Equity securities................... 6,470 10,925 (508) 16,887<br />

Total short-term investments... 36,114 10,925 (508) 46,531<br />

Marketable investment<br />

securities:<br />

Debt securities..................... 189 — — 189<br />

Equity securities................... 298,841 133,901 (42,303) 390,439<br />

Total marketable investment<br />

securities............................... 299,030 133,901 (42,303) 390,628<br />

Total................................. $335,144 $144,826 $(42,811) $437,159<br />

Net unrealized holding gains on available-for-sale securities, net of related taxes, decreased by<br />

¥3,081 million ($23,341 thousand) and ¥5,653 million for the years ended March 31, <strong>1998</strong> and 1997,<br />

respectively. Debt securities classified as available-for-sale investment securities mature in various<br />

amounts through 2001.<br />

Proceeds from sales of available-for-sale securities were ¥21,160 million ($160,303 thousand),<br />

¥43,671 million and ¥70,382 million for the years ended March 31, <strong>1998</strong>, 1997 and 1996, respectively.<br />

Gross realized gains on those sales were ¥2,828 million and ¥1,269 million for the years ended<br />

March 31, 1997 and 1996, respectively, and were not material for the year ended March 31, <strong>1998</strong>.<br />

Gross realized losses were ¥1,291 million for the year ended March 31, 1996 and were not material for<br />

the years ended March 31, <strong>1998</strong> and 1997.<br />

33


5. Bank Loans<br />

and Long-Term<br />

Debt<br />

The weighted average annual interest rates of short-term bank loans at March 31, <strong>1998</strong> and 1997 were<br />

5.2% and 4.4%, respectively.<br />

Long-term debt at March 31, <strong>1998</strong> and 1997 consisted of the following:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 <strong>1998</strong><br />

Unsecured debt:<br />

Convertible bonds at 1.7%, due 2004 ........................................................... ¥29,741 ¥29,741 $225,311<br />

Notes:<br />

Loans from banks and other financial institutions,<br />

generally at 2.8% to 6.7%, due serially through 2004 ................................. 11,615 29,570 87,992<br />

Other................................................................................................................. 610 534 4,621<br />

Total .......................................................................................................... 41,966 59,845 317,924<br />

Less portion due within one year ..................................................................... 8,466 18,024 64,136<br />

Long-term debt, less current portion................................................................ ¥33,500 ¥41,821 $253,788<br />

The annual maturities of long-term debt outstanding at March 31, <strong>1998</strong> were as follows:<br />

Thousands of<br />

Year ending March 31, Millions of yen U.S. dollars<br />

1999 .............................................................................................................................. ¥ 8,466 $ 64,136<br />

2000 .............................................................................................................................. 2,161 16,371<br />

2001 .............................................................................................................................. 844 6,394<br />

2002 .............................................................................................................................. 272 2,061<br />

2003 .............................................................................................................................. 229 1,735<br />

2004 and thereafter ...................................................................................................... 29,994 227,227<br />

Total.......................................................................................................................... ¥41,966 $317,924<br />

The convertible bonds may be purchased at any time by the Company or its subsidiaries principally<br />

at any price in the open market or otherwise and may be redeemed at the Company’s option prior to<br />

maturity. The convertible bonds are redeemable, in whole or in part, beginning October 1997 at 106%<br />

of face value, decreasing 1% per year.<br />

The number of contingently issuable shares of common stock related to the convertible bonds as of<br />

March 31, <strong>1998</strong> was 10,028,661 shares.<br />

The conversion price per share at March 31, <strong>1998</strong> was ¥2,965 ($22.47), subject to antidilutive provisions.<br />

As is customary in Japan, additional security must be given if requested by a lending bank, and banks<br />

have the right to offset cash deposited with them against any debt or obligation that becomes due and, in<br />

case of default and certain other specified events, against all debt payable to the banks. The Companies<br />

have never received any such requests.<br />

As is customary in Japan, the Company and domestic subsidiaries maintain deposit balances with banks<br />

with which they have short- or long-term borrowings. Such deposit balances are not legally or contractually<br />

restricted as to withdrawal.<br />

Total interest cost incurred and charged to expenses for the years ended March 31, <strong>1998</strong>, 1997 and<br />

1996 amounted to ¥2,412 million ($18,273 thousand), ¥3,557 million and ¥5,075 million, respectively.<br />

34


6. Leases The Companies have operating lease agreements primarily involving offices and equipment for varying<br />

periods. Leases that expire generally are expected to be renewed or replaced by other leases. At March 31,<br />

<strong>1998</strong>, future minimum rental payments applicable to noncancelable leases having initial or remaining<br />

noncancelable lease terms in excess of one year were as follows:<br />

Thousands of<br />

Year ending March 31, Millions of yen U.S. dollars<br />

1999 .............................................................................................................................. ¥2,199 $16,659<br />

2000 .............................................................................................................................. 1,901 14,402<br />

2001 .............................................................................................................................. 1,588 12,030<br />

2002 .............................................................................................................................. 614 4,652<br />

2003 .............................................................................................................................. 560 4,242<br />

2004 and thereafter ...................................................................................................... 2,760 20,909<br />

Total.......................................................................................................................... ¥9,622 $72,894<br />

Rental expense amounted to ¥13,917 million ($105,432 thousand), ¥11,105 million and ¥11,554 million<br />

for the years ended March 31, <strong>1998</strong>, 1997 and 1996, respectively.<br />

In December 1997, the Company entered into an agreement with an outside service organization for<br />

outsourcing computer services. The contract requires an annual service fee of ¥4,460 million ($33,788<br />

thousand) for the year ending March 31, 1999. The annual service fee will gradually decrease each year<br />

during the initial contract term of 10 years to ¥3,769 million for 2008. The contract is cancelable subject<br />

to a penalty of 15% of aggregate service fees payable for the remaining term of the contract.<br />

7. Termination<br />

and Retirement<br />

Benefits<br />

The Company and its domestic subsidiaries sponsor termination and retirement benefit plans which<br />

cover substantially all domestic employees. Benefits are based on the employee’s years of service, with<br />

some plans considering compensation and certain other factors. If the termination is involuntary, the<br />

employee is usually entitled to greater payments than in the case of voluntary termination.<br />

The Company and its domestic subsidiaries fund a portion of the obligations under these plans. The<br />

general funding policy is to contribute amounts computed in accordance with actuarial methods<br />

acceptable under Japanese tax law. The Company and substantially all domestic subsidiaries have a<br />

contributory termination and retirement plan which is interrelated with the Japanese government<br />

social welfare program and consists of a basic portion requiring employee and employer contributions<br />

plus an additional portion established by the employers.<br />

Periodic pension benefits required under the basic portion, prescribed by the Japanese Ministry of<br />

Health and Welfare, commence at age 60 and continue until the death of the surviving spouse. Benefits<br />

under the additional portion are usually paid in a lump sum at the earlier of termination or retirement,<br />

although periodic payments are available under certain conditions.<br />

The following table summarizes the financial status of the contributory termination and retirement<br />

plan and the amounts recognized in the consolidated balance sheets at March 31, <strong>1998</strong> and 1997:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 <strong>1998</strong><br />

Actuarial present value of benefit obligation:<br />

Vested........................................................................................................ ¥103,861 ¥ 94,024 $ 786,826<br />

Nonvested ................................................................................................. 12,488 12,800 94,606<br />

Accumulated benefit obligation.................................................................... 116,349 106,824 881,432<br />

Effect of projected future salary increases .................................................... 38,265 37,117 289,886<br />

Projected benefit obligation for service rendered to date ............................ 154,614 143,941 1,171,318<br />

Less: trusteed fund assets at fair value, including cash equivalents,<br />

bonds and stocks......................................................................................... 92,927 85,316 703,992<br />

Projected benefit obligation in excess of plan assets.................................... 61,687 58,625 467,326<br />

Remaining unrecognized net obligation from April 1, 1989......................... (1,618) (1,888) (12,258)<br />

Unrecognized net loss from past experience different from that<br />

assumed and effect of changes in assumptions .......................................... (41,121) (41,496) (311,523)<br />

Adjustment to recognize minimum pension liability .................................... 4,477 6,267 33,917<br />

Recognized liabilities for contributory termination and retirement plans.... ¥ 23,425 ¥ 21,508 $ 177,462<br />

35


The provisions of SFAS No. 87, “Employers’ Accounting for Pensions,” require the recognition of an<br />

additional minimum pension liability for each defined benefit plan to the extent that a plan’s accumulated<br />

benefit obligation exceeds the fair value of plan assets and accrued pension liabilities. The adjustment<br />

to recognize the minimum pension liability is partially offset by an intangible asset, equal to the<br />

unrecognized net obligation from the adoption of SFAS No. 87 of ¥1,618 million ($12,258 thousand) and<br />

¥1,888 million at March 31, <strong>1998</strong> and 1997, respectively. The amount of the adjustment in excess of this<br />

amount is reflected as a separate reduction of shareholders’ equity, net of related deferred tax benefits.<br />

The unrecognized net obligation and the unrecognized net loss are being amortized over 15 years.<br />

Key assumptions utilized in calculating the actuarial present value of benefit obligations are as follows:<br />

<strong>1998</strong> 1997 1996<br />

Discount rate....................................................................................................................... 4.0% 4.0% 4.0%<br />

Compensation increase rate................................................................................................ 3.8 3.8 4.0<br />

Long-term rate of return on plan assets............................................................................... 3.5 3.5 3.5<br />

The expense recorded for the contributory termination and retirement plans included the following<br />

components for the years ended March 31, <strong>1998</strong>, 1997 and 1996:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Service cost, less employees’ contributions .................................... ¥ 7,680 ¥ 7,795 ¥5,160 $58,182<br />

Interest cost on projected benefit obligation .................................. 5,758 5,440 3,800 43,621<br />

Actual return on plan assets ............................................................ (1,556) (3,602) (5,254) (11,788)<br />

Net amortization and deferral.......................................................... 786 3,557 3,395 5,955<br />

Net expense............................................................................. ¥12,668 ¥13,190 ¥7,101 $95,970<br />

The Companies also have unfunded noncontributory termination plans administered by the Companies.<br />

These plans provide lump-sum termination benefits and are paid at the earlier of the<br />

employee’s termination or mandatory retirement age, except for payments to directors and corporate<br />

auditors, which require approval by the shareholders before payment. The Companies record provisions<br />

for termination benefits sufficient to state the liability equal to the plans’ vested benefits, which<br />

exceed the plans’ accumulated benefit obligations.<br />

The consolidated liabilities for the noncontributory termination plans as of March 31, <strong>1998</strong> and 1997<br />

were ¥1,488 million ($11,273 thousand) and ¥1,401 million, respectively. The consolidated expenses<br />

for the noncontributory termination and retirement plans for the years ended March 31, <strong>1998</strong>, 1997<br />

and 1996 were ¥146 million ($1,106 thousand), ¥420 million and ¥172 million, respectively.<br />

8. Shareholders’<br />

Equity<br />

The Japanese Commercial Code (the “Code”) requires at least 50% of the issue price of new shares,<br />

with the minimum of the par value thereof, to be recorded as common stock. The portion which is to<br />

be recorded as common stock is determined by resolution of the Board of Directors. Proceeds in<br />

excess of the amounts designated as common stock have been credited to additional paid-in capital.<br />

Under the Code, the Company is required to record an amount at least equal to 10% of the amounts<br />

paid as an appropriation of retained earnings, including dividends and other distributions, to be appropriated<br />

and set aside as a legal reserve until such reserve equals 25% of the common stock. This reserve<br />

is not available for dividends but may be used to eliminate or reduce a deficit by resolution of the<br />

shareholders or may be transferred to common stock by resolution of the Board of Directors.<br />

The Company may transfer portions of additional paid-in capital and legal reserve to common stock<br />

by resolution of the Board of Directors. The Company may also transfer portions of unappropriated<br />

retained earnings, available for dividends, to common stock by resolution of the shareholders.<br />

Under the Code, the amount legally available for dividends is based on retained earnings as recorded in<br />

the books of the Company for Japanese financial reporting purposes. At March 31, <strong>1998</strong>, retained earnings<br />

amounting to ¥106,257 million ($804,977 thousand) were available for future dividends, subject to the<br />

legal reserve requirements.<br />

36


9. Income Taxes The provision for income taxes for the years ended March 31, <strong>1998</strong>, 1997 and 1996 consisted of the<br />

following:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Current income tax expense ........................................................... ¥24,579 ¥22,915 ¥18,107 $186,205<br />

Deferred income tax (benefit) expense,<br />

exclusive of the following ............................................................. (1,305) 342 (337) (9,886)<br />

Change in the beginning of the year balance of<br />

the valuation allowance for deferred tax assets ............................ (176) (305) (731) (1,333)<br />

Adjustments of deferred tax assets and liabilities<br />

for change in enacted tax rates ..................................................... 677 — — 5,128<br />

Total......................................................................................... ¥23,775 ¥22,952 ¥17,039 $180,114<br />

The effective income tax rates of the Companies differ from the normal Japanese statutory rates as<br />

follows for the years ended March 31, <strong>1998</strong>, 1997 and 1996:<br />

<strong>1998</strong> 1997 1996<br />

Normal Japanese statutory rates.......................................................................................... 51.0% 51.0% 51.0%<br />

Increase (decrease) in taxes resulting from:<br />

Permanently nondeductible items .................................................................................. 6.0 9.1 7.4<br />

Losses of subsidiaries for which no tax benefit was provided........................................ 1.0 0.2 0.8<br />

Difference in subsidiaries’ tax rates ................................................................................ (6.0) (3.7) (5.4)<br />

Change in the beginning of the year balance of<br />

the valuation allowance for deferred tax assets ............................................................ (0.4) (0.8) (2.3)<br />

Effects of change in enacted tax rates............................................................................. 1.6 — —<br />

Other, net ........................................................................................................................ 3.1 2.7 1.3<br />

Effective tax rates ........................................................................................................ 56.3% 58.5% 52.8%<br />

The approximate effect of temporary differences and tax loss carryforwards that gave rise to<br />

deferred tax balances at March 31, <strong>1998</strong> and 1997 were as follows:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 <strong>1998</strong><br />

Deferred Deferred Deferred Deferred Deferred Deferred<br />

tax tax tax tax tax tax<br />

assets liabilities assets liabilities assets liabilities<br />

Inventory valuation ................................................ ¥ 1,476 ¥00— ¥ 1,143 ¥ ,0— $ 11,182 $00,0—<br />

Accrued bonuses and vacations............................. 2,188 — 2,437 — 16,576 —<br />

Termination and retirement benefits..................... 5,085 — 3,157 — 38,523 —<br />

Enterprise taxes ..................................................... 1,129 — 1,577 — 8,553 —<br />

Intercompany profits ............................................. 3,218 — 1,818 — 24,379 —<br />

Marketable securities ............................................. — 3,264 — 2,469 — 24,727<br />

Allowance for doubtful receivables ....................... 462 467 480 419 3,500 3,538<br />

Gain on sale of land................................................ — 1,229 — 1,306 — 9,311<br />

Minimum pension liability adjustment .................. 1,372 — 2,233 — 10,394 —<br />

Other temporary differences ................................. 3,514 1,740 3,005 509 26,621 13,182<br />

Subsidiaries’ operating loss carryforwards............. 3,256 — 5,312 — 24,667 —<br />

Subtotal .................................................................. 21,700 6,700 21,162 4,703 164,395 50,758<br />

Valuation allowance............................................... (2,642) — (4,331) — (20,015) —<br />

Total ............................................................... ¥19,058 ¥6,700 ¥16,831 ¥4,703 $144,380 $50,758<br />

The total valuation allowance decreased by ¥1,689 million ($12,795 thousand), ¥715 million and<br />

¥118 million in <strong>1998</strong>, 1997 and 1996, respectively.<br />

As of March 31, <strong>1998</strong>, certain subsidiaries had operating loss carryforwards approximating ¥8,539<br />

million ($64,689 thousand) available for reduction of future taxable income, most of which expire in<br />

various amounts through 2010.<br />

37


The Company has not provided for Japanese income taxes on unremitted earnings of subsidiaries to<br />

the extent that they are believed to be indefinitely reinvested. The unremitted earnings of the foreign<br />

subsidiaries which are considered to be indefinitely reinvested and for which Japanese income taxes<br />

have not been provided were ¥35,315 million ($267,538 thousand) and ¥29,282 million for the years<br />

ended March 31, <strong>1998</strong> and 1997, respectively. It is not practicable to estimate the amount of unrecognized<br />

deferred Japanese income taxes on these unremitted earnings. Dividends received from domestic<br />

subsidiaries are expected to be substantially free of tax.<br />

10. Foreign<br />

Operations<br />

Net sales and total assets of foreign subsidiaries for the years ended March 31, <strong>1998</strong>, 1997 and 1996<br />

were as follows:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Net sales.................................................................................. ¥171,181 ¥151,992 ¥122,716 $1,296,826<br />

Total assets.............................................................................. 143,247 132,714 107,476 1,085,205<br />

11. Amounts<br />

per Share<br />

The Company adopted SFAS No. 128, “Earnings per Share,” in the year ended March 31, <strong>1998</strong>. SFAS<br />

No. 128 establishes standards for computing and presenting net income per share and simplifies the<br />

standards for computing net income per share previously found in APB Opinion No. 15, “Earnings per<br />

Share.” SFAS No. 128 replaces the presentation of primary net income per share with a presentation of<br />

basic net income per share. SFAS No. 128 also requires dual presentation of basic and diluted net<br />

income per share on the face of the statements of income for all entities with complex capital structures<br />

and requires a reconciliation of the numerator and denominator of the basic and diluted net<br />

income per share computation.<br />

All prior years’ net income per share data presented were restated to conform with the provisions of<br />

SFAS No. 128.<br />

Basic net income per share has been computed by dividing net income available to common shareholders<br />

by the weighted average number of common shares outstanding during each year. Diluted net<br />

income per share reflects the potential dilution of all convertible bonds and has been computed on the<br />

basis that all convertible bonds were converted at the beginning of the year.<br />

A reconciliation of the numerators and denominators of the basic and diluted net income per share<br />

computation is as follows:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Net income.................................................................................... ¥18,300 ¥15,739 ¥14,587 $138,636<br />

Effect of dilutive securities:<br />

Convertible bonds, due 2004.................................................... 292 275 248 2,212<br />

Diluted net income ....................................................................... ¥18,592 ¥16,014 ¥14,835 $140,848<br />

Number of shares<br />

<strong>1998</strong> 1997 1996<br />

Average common shares outstanding............................................. 262,107,214 262,107,214 262,107,214<br />

Dilutive effect of:<br />

Convertible bonds, due 2004 ..................................................... 10,028,661 10,028,661 10,028,661<br />

Diluted common shares outstanding.............................................. 271,135,875 272,135,875 272,135,875<br />

Cash dividends per share are the amounts applicable to the respective year, including dividends to<br />

be paid after the end of the year.<br />

38


12. Supplemental<br />

Information for<br />

Cash Flows<br />

Supplemental cash flow information for the years ended March 31, <strong>1998</strong>, 1997 and 1996 was as follows:<br />

Millions of yen<br />

Thousands of<br />

U.S. dollars<br />

<strong>1998</strong> 1997 1996 <strong>1998</strong><br />

Interest paid..................................................................................... ¥ 2,347 ¥ 3,718 ¥ 5,256 $ 17,780<br />

Income taxes paid ........................................................................... 25,804 18,151 16,499 195,485<br />

Noncash investing and financing activities:<br />

Liabilities assumed in connection with capital expenditures...... 4,547 5,602 4,269 34,447<br />

Exchange of investment securities:<br />

Investment securities surrendered .......................................... — (1,989) — —<br />

Investment securities received ................................................ — 3,197 — —<br />

Conversion of convertible bonds into common stock ................ — — 10 —<br />

13. Financial<br />

Instruments<br />

and Risk<br />

Management<br />

Financial Instruments<br />

The following table presents the carrying amounts and estimated fair values as of March 31, <strong>1998</strong> and<br />

1997 of the Companies’ financial instruments, both on and off the balance sheets.<br />

Millions of yen<br />

Thousands of<br />

U.S. dollars<br />

<strong>1998</strong> 1997 <strong>1998</strong><br />

Carrying Fair Carrying Fair Carrying Fair<br />

amount value amount value amount value<br />

Nonderivatives:<br />

Short-term investments ............................... ¥ 4,767 ¥ 6,142 ¥25,970 ¥29,035 $ 36,114 $ 46,531<br />

Investment securities for which<br />

it is practicable to estimate fair value........ 39,472 51,563 39,208 56,720 299,030 390,628<br />

Long-term debt, including<br />

current portion.......................................... (41,966) (42,170) (59,845) (59,885) (317,924) (319,470)<br />

Derivatives:<br />

Included in other current assets<br />

(other current liabilities):<br />

Options purchased.................................. 288 208 — 10 2,182 1,576<br />

Forward exchange contracts................... (267) (307) (188) (186) (2,023) (2,326)<br />

Interest rate swaps .................................. — (59) — (137) — (447)<br />

The following methods and assumptions were used to estimate the fair value of each class of financial<br />

instruments for which it is practicable to estimate that value:<br />

Nonderivatives<br />

(1) Cash and cash equivalents, notes and accounts receivable, bank loans and notes and accounts<br />

payable:<br />

The carrying amounts approximate fair values.<br />

(2) Short-term investments and investment securities:<br />

The fair values are estimated based on quoted market prices or dealer quotes for marketable securities<br />

or similar instruments. Certain equity securities included in investments have no public market<br />

value; as it is not practicable to estimate their fair values, they have been excluded from the preceding<br />

table.<br />

(3) Long-term debt:<br />

For convertible bonds, the fair values are estimated based on quoted market prices. For other<br />

issues, except capital lease obligations, the fair values are estimated using the present value of discounted<br />

future cash flow analysis, based on the Companies’ current incremental issuing rates for<br />

similar types of arrangements.<br />

39


Derivatives<br />

The fair value of derivatives generally reflects the estimated amounts that the Companies would receive<br />

or pay to terminate the contracts at the reporting date, thereby taking into account the current unrealized<br />

gains or losses of open contracts. Dealer quotes are available for most of the Companies’ derivatives; otherwise,<br />

pricing or valuation models are applied to current market information to estimate fair value. The<br />

Companies do not use derivatives for trading purposes.<br />

(1) Interest rate swap contracts:<br />

The Companies enter into interest rate swap agreements to manage exposure to fluctuations in<br />

interest rates. These agreements involve the exchange of interest obligations on fixed and floating<br />

interest rate debt without exchange of the underlying principal amounts. The agreements generally<br />

mature at the time the related debt matures. The differential paid or received on interest rate swap<br />

agreements is recognized as an adjustment to interest expenses. Notional amounts are used to<br />

express the volume of interest rate swap agreements. The notional amounts do not represent cash<br />

flows and are not subject to risk of loss. In the unlikely event that the counterparty fails to meet the<br />

terms of an interest rate swap agreement, the Companies’ exposure is limited to the interest rate<br />

differential. Management considers the exposure to credit risk to be minimal since the counterparties<br />

are major financial institutions.<br />

At March 31, <strong>1998</strong> and 1997, the notional amounts on which the Companies had interest rate<br />

swap agreements outstanding aggregated ¥6,000 million ($45,455 thousand) and ¥12,500 million,<br />

respectively. The estimated fair values of interest rate swap contracts are based on the present values<br />

of discounted future cash flow analysis.<br />

(2) Foreign exchange forward contracts and foreign currency options:<br />

The Companies enter into foreign exchange forward contracts and engage in the purchase and<br />

writing of foreign currency option contracts to hedge foreign currency transactions (primarily the<br />

U.S. dollar, the deutsche mark and other European currencies) on a continuing basis for periods<br />

consistent with their committed exposure. Some of the contracts involve the exchange of two foreign<br />

currencies, according to local needs in foreign subsidiaries. The terms of the currency derivatives<br />

are rarely more than 10 months. The credit exposure of foreign exchange contracts and<br />

currency purchase options are represented by the positive fair value of the contracts at the reporting<br />

date. Management considers the exposure to credit risk to be minimal since the counterparties<br />

are major financial institutions.<br />

The notional amounts of contracts to exchange foreign currency (forward contracts) and currency<br />

options purchased and written outstanding at March 31, <strong>1998</strong> and 1997 were as follows:<br />

Thousands of<br />

Millions of yen<br />

U.S. dollars<br />

<strong>1998</strong> 1997 <strong>1998</strong><br />

Related to receivables and future sales:<br />

Forward contracts......................................................................................... ¥24,867 ¥20,221 $188,386<br />

Options purchased and written.................................................................... 8,885 2,690 67,311<br />

The notional amounts do not represent the amounts exchanged by the parties to derivatives and are<br />

not a measure of the Companies’ exposure through their use of derivatives. The amounts exchanged<br />

are determined by reference to the notional amounts and the other terms of the derivatives.<br />

The Companies hedge certain exposures to fluctuations in foreign currency exchange rates that<br />

occur prior to conversion of foreign currency denominated monetary assets and liabilities into the<br />

functional currency. Prior to the conversion of the functional currency, these assets and liabilities are<br />

translated at the spot rates in effect on the balance sheet date. The effects of changes in spot rates are<br />

reported in earnings and included in Foreign exchange loss, net, in the consolidated statements of<br />

income. The Company hedges its exposure to changes in foreign exchange with forward contracts.<br />

Because monetary assets and liabilities are marked to spot and recorded in earnings, forward contracts<br />

designated as hedges of the monetary assets and liabilities are also marked to spot with the resulting<br />

gains and losses similarly recognized in earnings. Gains and losses on forward contracts are included in<br />

40


Foreign exchange loss, net, in the consolidated statements of income and offset losses and gains on the<br />

net monetary assets and liabilities hedged.<br />

The Companies hedge future sales denominated in foreign currencies with purchased and written<br />

currency options to reduce the effective cost of the purchased options. The premiums paid for currency<br />

options purchased and premiums received for currency options written are included in other<br />

assets and other liabilities, respectively, in the statements of cash flows and are amortized to Foreign<br />

exchange loss, net, in the consolidated statements of income over the terms of the agreements. Gains<br />

or losses on forward exchange contracts and currency options purchased and written that do not qualify<br />

for deferral for accounting purposes are recognized in income on a current basis and recorded in<br />

Foreign exchange loss, net, in the consolidated statements of income.<br />

Concentration of Credit Risk<br />

Financial instruments which potentially subject the Companies to concentrations of credit risk consist<br />

principally of short-term cash investments and trade receivables. The Companies place their short-term<br />

cash investments with high-credit-quality financial institutions. Concentrations of credit risk with<br />

respect to trade receivables, as approximately 75% of total sales are concentrated in Japan, are limited<br />

due to the large number of well-established customers and their dispersion across many industries. Bad<br />

debts have been minimal. The Company normally requires customers to deposit with it funds to serve<br />

as security for ongoing credit sales.<br />

Guarantees<br />

Contingent liabilities at March 31, <strong>1998</strong> with respect to loans guaranteed were ¥2,921 million ($22,129<br />

thousand), of which ¥1,400 million ($10,606 thousand) are jointly and severally guaranteed with other<br />

unrelated companies.<br />

14. Subsequent<br />

Events<br />

At the meeting of the Board of Directors (the “Board”) on May 18, <strong>1998</strong>, the Board declared a plan to purchase<br />

the Company’s shares for the purpose of retirement of the shares, subject to approval at the general<br />

meeting of shareholders. The execution of the plan is at the Company’s discretion with a maximum<br />

limit of ¥10,000 million ($75,758 thousand), or 5,000,000 shares, for the period up to the date of the<br />

June 1999 general meeting of shareholders.<br />

In addition, the Board decided to propose an amendment to the Company’s Articles of Incorporation<br />

for approval at the general meeting of shareholders to allow the Board to authorize the purchase of up to<br />

an additional 25,000,000 of the Company’s shares for the purpose of retirement of the shares. Under the<br />

Code, all amounts paid to purchase the Company’s own shares for retirement are charged to retained<br />

earnings and thus are not available for future distribution to shareholders.<br />

The Board also resolved to introduce a stock purchase option plan for the Company’s directors,<br />

subject to approval at the general meeting of shareholders. All directors would be granted stock purchase<br />

options with certain restrictions. The Company would purchase its own shares with a maximum limit<br />

of ¥500 million ($3,788 thousand), or 158,000 shares, in order to sell them to directors upon exercise of<br />

the options.<br />

41


INDEPENDENT AUDITORS’ REPORT<br />

To the Board of Directors and Shareholders of OMRON Corporation<br />

We have audited the accompanying consolidated balance sheets of OMRON Corporation and subsidiaries as of<br />

March 31, <strong>1998</strong> and 1997, and the related consolidated statements of income, shareholders’ equity and cash flows<br />

for each of the three years in the period ended March 31, <strong>1998</strong>, all expressed in Japanese yen. These financial statements<br />

are the responsibility of the Company’s management. Our responsibility is to express an opinion on these<br />

financial statements based on our audits.<br />

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those<br />

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial<br />

statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the<br />

amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used<br />

and significant estimates made by management, as well as evaluating the overall financial statement presentation.<br />

We believe that our audits provide a reasonable basis for our opinion.<br />

OMRON Corporation and subsidiaries have not adopted the recognition and measurement principles prescribed<br />

in Statement of Financial Accounting Standards (“SFAS”) No. 115 in accounting for certain investments in debt and<br />

equity securities. The effects on the consolidated financial statements of not adopting SFAS No. 115 are summarized<br />

in Note 4 to the consolidated financial statements.<br />

Certain information required by SFAS No. 14 has not been presented in the accompanying consolidated financial<br />

statements. In our opinion, presentation of various segment information regarding operations is required for a complete<br />

presentation of the Company’s consolidated financial statements in accordance with accounting principles generally<br />

accepted in the United States.<br />

In our opinion, except for the effects of the departure from SFAS No. 115 and the omission of segment information<br />

as discussed in the preceding paragraphs, the consolidated financial statements referred to above present fairly, in all<br />

material respects, the financial position of OMRON Corporation and subsidiaries as of March 31, <strong>1998</strong> and 1997, and<br />

the results of their operations and their cash flows for each of the three years in the period ended March 31, <strong>1998</strong> in<br />

conformity with accounting principles generally accepted in the United States.<br />

Our audits also comprehended the translation of Japanese yen amounts into United States dollar amounts and, in<br />

our opinion, such translation has been made in conformity with the basis stated in Note 2 to the consolidated financial<br />

statements. Such United States dollar amounts are presented solely for convenience.<br />

Osaka, Japan<br />

May 18, <strong>1998</strong><br />

42


INTERNATIONAL NETWORK<br />

A S I A - P A C I F I C<br />

REGIONAL HEADQUARTERS<br />

OMRON Asia Pacific Pte. Ltd.<br />

83, Clemenceau Avenue, #11-01, UE Square,<br />

Singapore 239920, Singapore<br />

Phone: (65) 835-3011<br />

Fax: (65) 835-2711<br />

MARKETING AND/OR MANUFACTURING<br />

OF CONTROL COMPONENTS<br />

AND SYSTEMS<br />

OMRON Asia Pacific Pte. Ltd.<br />

83, Clemenceau Avenue, #11-01, UE Square,<br />

Singapore 239920, Singapore<br />

Phone: (65) 835-3011<br />

Fax: (65) 835-2711<br />

––Indonesia Representative Office<br />

W; isma Danamon Aetna Life Tower, Suite 1602,<br />

JL Jend. Sudirman Kav. 45-46,<br />

Jakarta 12930, Indonesia<br />

Phone: (21) 577-0838<br />

Fax: (21) 577-0840<br />

––Vietnam Representative Office<br />

6F, Vinaconex Bldg., 2 Lang Ha,<br />

Hanoi, Socialist Republic of Vietnam<br />

Phone: (4) 8313-121<br />

Fax: (4) 8313-122<br />

––Philippines Representative Office<br />

2F, Kings Court II Bldg.,<br />

2129 Pasong Tamo St. 1231,<br />

Makati City, Metro Manila, The Philippines<br />

Phone: (63) 2811-2831<br />

Fax: (63) 2811-2582<br />

––India Representative Office<br />

59 Hemkunt, Opp. Nehru Place,<br />

New Delhi 110 048, India<br />

Phone: (11) 623-8431<br />

Fax: (11) 623-8434<br />

OMRON Electronics Sales<br />

and Service (M) Sdn. Bhd.<br />

10F, Block B Menara Pkns-Pj No. 17,<br />

Jalan Yong Shook Lin, 46050 Petaling Jaya,<br />

Selangor, Darul Ehsan, Malaysia<br />

Phone: (3) 754-7323<br />

Fax: (3) 754-6618<br />

OMRON Electronics Pty. Ltd.<br />

71 Epping Road, North Ryde,<br />

NSW 2113, Australia<br />

Phone: (2) 9878-6377<br />

Fax: (2) 9878-6981<br />

OMRON Electronics Ltd.<br />

65 Boston Road, Mt. Eden,<br />

Auckland, New Zealand<br />

Phone: (9) 358-4400<br />

Fax: (9) 358-4411<br />

OMRON Korea Co., Ltd.<br />

3F, New Seoul Bldg., #618-3 Shin Sa-dong<br />

Kang Nam-gu, Seoul, South Korea<br />

Phone: (2) 549-2766<br />

Fax: (2) 517-9033<br />

OMRON Electronics Co., Ltd.<br />

20F, Rasa Tower, 555 Phaholyothin Road,<br />

Ladyao, Chatuchak,<br />

Bangkok 10900, Thailand<br />

Phone: (2) 937-0500<br />

Fax: (2) 937-0501<br />

OMRON Malaysia Sdn. Bhd.<br />

Lot 15, Jalan SS 8/4 Sungei Way,<br />

Free Trade Zone, 47300 Petaling Jaya,<br />

Selangor, Darul Ehsan, Malaysia<br />

Phone: (3) 776-1411<br />

Fax: (3) 777-4507<br />

PT OMRON Manufacturing of Indonesia<br />

Ejip Industrial Park Plot 5C, Lemahabang,<br />

Bekasi 17550, West Java, Indonesia<br />

Phone: (21) 8970111<br />

Fax: (21) 8970120<br />

MARKETING AND MANUFACTURING<br />

OF AUTOMOTIVE COMPONENTS<br />

OMRON Automotive Electronics<br />

Korea Co., Ltd.<br />

272-2 Kyerukri, Miyangmyon, Ansong-gun,<br />

Kyonggi-Do, 456-840, South Korea<br />

Phone: (334) 677-4262<br />

Fax: (334) 677-4268<br />

MARKETING AND MANUFACTURING<br />

OF SOCIAL BUSINESS SYSTEMS<br />

OMRON Business Systems Singapore<br />

(Pte.) Ltd.<br />

83, Clemenceau Avenue, #11-02, UE Square,<br />

Singapore 239920, Singapore<br />

Phone: (65) 736-3900<br />

Fax: (65) 736-2736<br />

OMRON Business Systems<br />

Malaysia Sdn. Bhd.<br />

No. 9, Jalan 16/11, Off Jalan Damansara,<br />

46350 Petaling Jaya, Selangor, Malaysia<br />

Phone: (3) 460-9119<br />

Fax: (3) 460-9559<br />

OMRON Mechatronics of the<br />

Philippines Corporation<br />

Subic Techno Center Bldg.,<br />

Along Argonaut Highway, Boton Area,<br />

Subic Bay Freeport Zone, 2222, The Philippines<br />

Phone: (63) 47-252-1490<br />

Fax: (63) 47-252-1491<br />

MARKETING OF HEALTHCARE<br />

EQUIPMENT<br />

OMRON Healthcare Singapore PTE Ltd.<br />

83, Clemenceau Avenue, #11-02, UE Square,<br />

Singapore 239920, Singapore<br />

Phone: (65) 736-2345<br />

Fax: (65) 736-2500<br />

C H I N E S E E C O N O M I C A R E A<br />

REGIONAL HEADQUARTERS<br />

OMRON (China) Group Co., Ltd.<br />

601-9, Tower 2,<br />

The Gateway No. 25, Canton Road,<br />

Tsimshatsui, Kowloon, Hong Kong, S.A.R., China<br />

Phone: 2375-3827<br />

Fax: 2375-1475<br />

OMRON (China) Co., Ltd.<br />

21F, Beijing East Ocean Centre,<br />

No. 24A Jian Guo Men Wai Da Jie,<br />

Chao Yang District,<br />

Beijing 100022, China<br />

Phone: (10) 6515-5788<br />

Fax: (10) 6515-5799<br />

MARKETING AND/OR MANUFACTURING<br />

OF CONTROL COMPONENTS<br />

AND SYSTEMS<br />

OMRON Electronics Asia Ltd.<br />

601-9, Tower 2,<br />

The Gateway No. 25, Canton Road,<br />

Tsimshatsui, Kowloon, Hong Kong, S.A.R., China<br />

Phone: 2375-3827<br />

Fax: 2375-1475<br />

OMRON Taiwan Electronics Inc.<br />

6F, Home Young Bldg., No. 363,<br />

Fu-Shing North Road, Taipei, Taiwan, R.O.C.<br />

Phone: (2) 715-3331<br />

Fax: (2) 712-6712<br />

Shanghai OMRON Automation<br />

System Co., Ltd.<br />

500 <strong>Omron</strong> Road, Jinqiao Export<br />

Processing District, Pudong New Area,<br />

Shanghai 201206, China<br />

Phone: (21) 5854-0044<br />

Fax: (21) 5854-2658<br />

Shanghai OMRON Control<br />

Components Co., Ltd.<br />

388 <strong>Omron</strong> Road, Jinqiao Export<br />

Processing District, Pudong New Area,<br />

Shanghai 201026, China<br />

Phone: (21) 5854-0012<br />

Fax: (21) 5854-8413<br />

OMRON (Shanghai) Co., Ltd.<br />

Block No. 77, Jinqiao Export<br />

Processing Area, Pudong,<br />

Shanghai 201206, China<br />

Phone: (21) 5854-0055<br />

Fax: (21) 5854-0614<br />

OTE ENGINEERING INC.<br />

No. 9, Lane 201, Sec. 2, Nankan Road,<br />

Lu-Chu Village, Tao-Yuan, Taiwan, R.O.C.<br />

Phone: (3) 352-4442<br />

Fax: (3) 352-4239<br />

YAMRON Co., Ltd.<br />

3F, No. 86 Chien-Kuo North Road,<br />

Sec. 2 Taipei, Taiwan, R.O.C.<br />

Phone: (2) 505-5288<br />

Fax: (2) 505-5675<br />

43


MARKETING OF SOCIAL BUSINESS<br />

SYSTEMS<br />

Beijing GOT Business Computer<br />

System Co., Ltd.<br />

8F, Yujing Building, Xueqing Road,<br />

Haidian District, Beijing 10083, China<br />

Phone: (10) 6231-1985<br />

Fax: (10) 6231-2177<br />

MANUFACTURING OF HEALTHCARE<br />

EQUIPMENT<br />

OMRON (Dalian) Co., Ltd.<br />

No. 3 Song Jiang Road,<br />

Dalian Economic and Technical Development Zone,<br />

Dalian 116600, China<br />

Phone: (411) 761-4222<br />

Fax: (411) 761-6602<br />

RESEARCH AND DEVELOPMENT<br />

OMRON Shanghai Computer Corporation<br />

14F, Meike Building, 1 Tianyaoqiao Road,<br />

Shanghai 200030, China<br />

Phone: (21) 6468-9626<br />

Fax: (21) 6468-9489<br />

LOGISTICS<br />

OMRON Trading (Shanghai) Co., Ltd.<br />

Room 1212, Rui-jin Building,<br />

205 Mao Ming Road (South),<br />

Shanghai 200020, China<br />

Phone: (21) 6472-8812<br />

Fax: (21) 6472-6959<br />

T H E A M E R I C A S<br />

North America<br />

REGIONAL HEADQUARTERS<br />

OMRON Management Center<br />

of America, Inc.<br />

1300 Basswood, Suite 100,<br />

Schaumburg, IL 60173, U.S.A.<br />

Phone: (847) 884-0322<br />

Fax: (847) 884-1866<br />

MARKETING AND/OR MANUFACTURING<br />

OF CONTROL COMPONENTS<br />

AND SYSTEMS<br />

OMRON Electronics Inc.<br />

1 East Commerce Drive,<br />

Schaumburg, IL 60173, U.S.A.<br />

Phone: (847) 843-7900<br />

Fax: (847) 843-7787<br />

OMRON Canada Inc.<br />

885 Milner Avenue,<br />

Scarborough, Ontario, M1B 5V8 Canada<br />

Phone: (416) 286-6465<br />

Fax: (416) 286-6648<br />

OMRON Manufacturing of America, Inc.<br />

3705 Ohio Avenue,<br />

St. Charles, IL 60174, U.S.A.<br />

Phone: (630) 513-0400<br />

Fax: (630) 513-1027<br />

MARKETING AND/OR MANUFACTURING<br />

OF AUTOMOTIVE COMPONENTS<br />

OMRON Automotive Electronics Inc.<br />

(MARKETING)<br />

30600 Northwestern Hwy., Suite 250,<br />

Farmington Hills, MI 48334, U.S.A.<br />

Phone: (248) 539-4700<br />

Fax: (248) 539-4710<br />

(MANUFACTURING)<br />

3709 Ohio Avenue,<br />

St. Charles, IL 60174, U.S.A.<br />

Phone: (630) 443-6800<br />

Fax: (630) 443-6898<br />

OMRON Dualtec Automotive<br />

Electronics, Inc.<br />

2270 Bristol Circle, Oakville,<br />

Ontario, L6H 5S3 Canada<br />

Phone: (905) 829-0136<br />

Fax: (905) 829-0432<br />

MARKETING OF OFFICE AUTOMATION<br />

EQUIPMENT<br />

OMRON Office Automation Products, Inc.<br />

3945 Freedom Circle, Suite 700,<br />

Santa Clara, CA 95054, U.S.A.<br />

Phone: (408) 727-1444<br />

Fax: (408) 970-1149<br />

MARKETING OF SOCIAL BUSINESS<br />

SYSTEMS<br />

OMRON Systems, Inc.<br />

55 East Commerce Drive,<br />

Schaumburg, IL 60173, U.S.A.<br />

Phone: (847) 843-0515<br />

Fax: (847) 843-7686<br />

MARKETING OF HEALTHCARE<br />

EQUIPMENT<br />

OMRON Healthcare, Inc.<br />

300 Lakeview Parkway,<br />

Vernon Hills, IL 60061, U.S.A.<br />

Phone: (847) 680-6200<br />

Fax: (847) 680-6269<br />

RESEARCH AND DEVELOPMENT<br />

OMRON Advanced Systems, Inc.<br />

3945 Freedom Circle, Suite 700,<br />

Santa Clara, CA 95054, U.S.A.<br />

Phone: (408) 727-6644<br />

Fax: (408) 727-5540<br />

OMRON Management Center<br />

of America, Inc.<br />

––Information Technology Center<br />

160 West Santa Clara Street, Suite 800,<br />

San Jose, CA 95113, U.S.A.<br />

Phone: (408) 271-1720<br />

Fax: (408) 271-1721<br />

South America<br />

MARKETING AND MANUFACTURING OF<br />

CONTROL COMPONENTS AND SYSTEMS<br />

OMRON Eletrônica do Brasil Ltda.<br />

Av. Santa Catarina, 935/939 04378-300,<br />

São Paulo, Brazil<br />

Phone: (11) 5564-6488<br />

Fax: (11) 5564-7751<br />

OMRON Componentes Eletro Eletrônicos<br />

da Amazônia Ltda.<br />

Av. Constantino Nery, 2800 Chapada,<br />

69050-002-Manaus, Amazonas, Brazil<br />

Phone: (92) 236-5850<br />

Fax: (92) 236-1356<br />

MARKETING OF RETAIL SYSTEMS<br />

EQUIPMENT<br />

OMRON Business Sistemas Eletrônicos<br />

da América Latina, Ltda.<br />

Av. Paulista 949 12-Ander, conj. 122,<br />

CEP 01311-100, São Paulo, Brazil<br />

Phone: (11) 251-0073<br />

Fax: (11) 251-1053<br />

44


E U R O P E<br />

REGIONAL HEADQUARTERS<br />

OMRON Europe B.V.<br />

Wegalaan 67, N1-2132 JD Hoofddorp,<br />

The Netherlands<br />

Phone: (23) 5681-300<br />

Fax: (23) 5681-391<br />

MARKETING AND/OR MANUFACTURING<br />

OF CONTROL COMPONENTS<br />

AND SYSTEMS<br />

OMRON Europe B.V.<br />

Wegalaan 67, N1-2132 JD Hoofddorp,<br />

The Netherlands<br />

Phone: (23) 5681-300<br />

Fax: (23) 5681-391<br />

OMRON Electronics Ges.m.b.H.<br />

Altmannsdorfer Strasse 142,<br />

P.O. Box 323, A-1231,<br />

Vienna, Austria<br />

Phone: (1) 801900<br />

Fax: (1) 8044846<br />

OMRON Electronics N.V./S.A.<br />

Stationsstraat 24,<br />

B-1702 Groot-Bijgaarden, Belgium<br />

Phone: (2) 4662480<br />

Fax: (2) 4660687<br />

OMRON Electronics A.G.<br />

Sennweldstrasse 44,<br />

CH-6312 Steinhausen, Switzerland<br />

Phone: (41) 748-1313<br />

Fax: (41) 748-1345<br />

OMRON Electronics SPOL S.R.O.<br />

Srobarova 6, Prague 10, 101 00,<br />

Czech Republic<br />

Phone: (2) 6731-1254<br />

Fax: (2) 7173-5613<br />

OMRON Electronics G.m.b.H.<br />

P.O. Box 10 10 20,<br />

40710 Hilden, Germany<br />

Phone: (2103) 203-3<br />

Fax: (2103) 203-400<br />

OMRON Electronics A/S<br />

Odinsvej 15, 2600 Glostrup, Denmark<br />

Phone: (43) 44-00-11<br />

Fax: (43) 44-02-11<br />

OMRON Electronics S.A.<br />

c/Arturo Soria 95, E-28027 Madrid, Spain<br />

Phone: (1) 377-7900<br />

Fax: (1) 377-7956<br />

OMRON Electronics S.a.r.l.<br />

BP33, 19, Rue du Bois-Galon 94121<br />

Fontenay-Sous-Bois, Cedex, France<br />

Phone: (1) 4974-7000<br />

Fax: (1) 4876-0930<br />

OMRON Electronics S.r.l.<br />

Viale Certosa 49, 20149 Milano, Italy<br />

Phone: (2) 32-68-1<br />

Fax: (2) 32-51-54<br />

OMRON Electronics Sp. z.o.o.<br />

Ul Fortaczna 6, PL-01540 Warsaw, Poland<br />

Phone: (22) 6399810<br />

Fax: (22) 6399813<br />

OMRON Electronics, kft<br />

1046 Budapest, Kiss Ern u.3, Hungary<br />

Phone: (1) 399-3050<br />

Fax: (1) 399-3060<br />

OMRON Electronics Norway A/S<br />

Ole Deviks Vei 4, P.O. Box 109, Bryn,<br />

N-0611 Oslo, Norway<br />

Phone: (22) 657500<br />

Fax: (22) 658300<br />

OMRON Electronics B.V.<br />

Wegalaan 61,<br />

Postbus 5822132 JD 2130 An Hoofddorp,<br />

The Netherlands<br />

Phone: (23) 5681-100<br />

Fax: (23) 5681-188<br />

OMRON Electronics Lda.<br />

Edificio OMRON, Rua de Sao Tomé,<br />

Lote 131, 2685 Prior Velho, Portugal<br />

Phone: (1) 942-9400<br />

Fax: (1) 941-7899<br />

OMRON Electronics A.B.<br />

Norgegatan 1, P.O. Box 1275,<br />

S-164 28 Kista, Sweden<br />

Phone: (8) 632-3500<br />

Fax: (8) 632-3510<br />

OMRON Electronics oy<br />

Metsänpojankuja 5,<br />

Fin 02130 Espoo, Finland<br />

Phone: (9) 5495-800<br />

Fax: (9) 5495-8150<br />

OMRON Electronics Ltd.<br />

1 Apsley Way, Staples Corner,<br />

London NW2 7HF, U.K.<br />

Phone: (181) 450-4646<br />

Fax: (181) 450-8087<br />

OMRON Electronics Ltd.<br />

Acibadem Caddesi, Palmiye Sokak 12,<br />

TR-81020 Kadikoy, Istanbul, Turkey<br />

Phone: (216) 326-2980<br />

Fax: (216) 326-2979<br />

OMRON Manufacturing of the<br />

Netherlands B.V.<br />

Zilvernberg 2, 5234 GM Den Bosch,<br />

The Netherlands<br />

Phone: (73) 6481811<br />

Fax: (73) 6420195<br />

OMRON Electronics Manufacturing<br />

of Germany G.m.b.H.<br />

Robert-Bosch Strasse 1, P.O. Box 1165,<br />

D-71154 Nufringen, Germany<br />

Phone: (7032) 8110<br />

Fax: (7032) 81199<br />

MARKETING AND MANUFACTURING<br />

OF OFFICE AUTOMATION EQUIPMENT<br />

OMRON Telford Ltd.<br />

Hortonwood 2, Telford,<br />

Shropshire TF1 4GW, U.K.<br />

Phone: (1952) 279444<br />

Fax: (1952) 279456<br />

MARKETING OF SOCIAL BUSINESS<br />

SYSTEMS<br />

OMRON Systems Europe G.m.b.H.<br />

Süder Strasse 16,<br />

20097 Hamburg, Germany<br />

Phone: (40) 237050<br />

Fax: (40) 23705120<br />

OMRON Systems U.K. Ltd.<br />

Victory House, Cox Lane,<br />

Chessington, Surrey KT9 1SG, U.K.<br />

Phone: (181) 974-2166<br />

Fax: (181) 974-1864<br />

MARKETING AND MANUFACTURING<br />

OF HEALTHCARE EQUIPMENT<br />

OMRON Healthcare Europe B.V.<br />

Wegalaan 57, 2132,<br />

JD Hoofddorp, The Netherlands<br />

Phone: (23) 5681-200<br />

Fax: (23) 5681-201<br />

OMRON Medizintechnik<br />

Handelsgesellschaft G.m.b.H.<br />

Windeck Strasse, 81,<br />

68613 Mannheim, Germany<br />

Phone: (621)-83348-8<br />

Fax: (621)-83348-20<br />

45


CORPORATE DATA<br />

HEAD OFFICE<br />

Karasuma Nanajo, Shimogyo-ku,<br />

Kyoto 600-8530, Japan<br />

Phone: (075) 344-7000<br />

Fax: (075) 344-7001<br />

Telex: 542 2889 OMRON KJ<br />

TOKYO HEAD OFFICE<br />

3-4-10, Toranomon, Minato-ku,<br />

Tokyo 105-0001, Japan<br />

Phone: (03) 3436-7227<br />

Fax: (03) 3436-7165<br />

Telex: 3242 4086, 3242 4087 OMRON TJ<br />

OSAKA OFFICE<br />

Osaka Center Bldg.,<br />

4-1-3, Kyutaro-cho, Chuo-ku,<br />

Osaka 541-0056, Japan<br />

Phone: (06) 282-2511<br />

Fax: (06) 282-2789<br />

KYOTO R&D LABORATORY<br />

20, Igadera, Shimo-kaiinji,<br />

Nagaokakyo-shi,<br />

Kyoto 617-8510, Japan<br />

Phone: (075) 951-5111<br />

Fax: (075) 957-2871<br />

DATE OF ESTABLISHMENT<br />

May 10, 1933<br />

INDUSTRIAL PROPERTY RIGHTS<br />

Number of patents:<br />

2,546 (Japan)<br />

1,437 (Overseas)<br />

Number of patents pending:<br />

7,714 (Japan)<br />

596 (Overseas)<br />

NUMBER OF EMPLOYEES<br />

24,048<br />

PAID-IN CAPITAL<br />

¥64,079 million<br />

COMMON STOCK<br />

Authorized: 500,000,000 shares<br />

Issued: 262,107,214 shares<br />

Number of shareholders: 25,961<br />

STOCK LISTINGS<br />

Tokyo Stock Exchange<br />

Osaka Securities Exchange<br />

Kyoto Stock Exchange<br />

Nagoya Stock Exchange<br />

Frankfurt Stock Exchange<br />

TRANSFER AGENT<br />

The Mitsubishi Trust and Banking<br />

Corporation<br />

1-4-5, Marunouchi, Chiyoda-ku,<br />

Tokyo 100-8388, Japan<br />

(As of March 31, <strong>1998</strong>)<br />

46


Karasuma Nanajo, Shimogyo-ku, Kyoto 600-8530, Japan<br />

Phone: (075) 344-7000 Fax: (075) 344-7001<br />

Home page: http://www.omron.co.jp<br />

This annual report is printed on paper made<br />

using a mixture of bagasse and recycled paper.<br />

c4<br />

Printed in Japan

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