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The Partner for Success

Annual Report 2009


Year ended March 31, 2009
Profile Consolidated Financial Highlights
Zuken came into existence as a pioneer in the development of CAD systems in Japan to ZUKEN Inc. and Consolidated Subsidiaries
Years ended March 31, 2005, 2006, 2007, 2008 and 2009
contribute to electronics manufacturing. Since our emergence we have been progressively
expanding our offerings, leading to the creation of specific solutions in this area. With “The Thousands of
U.S. dollars
Partner for Success” as our corporate slogan, we are providing solutions and consulting; Millions of yen (Note 1)
making use of our extensive technology, knowledge and expertise to ensure the success of 2005 2006 2007 2008 2009 2009
our customers engaged in electronics production all over the world.
For the Year:
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 15,770 ¥16,799 ¥ 19,163 ¥ 22,019 ¥ 19,847 $202,520
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,921 1,951 2,389 2,839 1,460 14,898
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,185 2,452 1,442 1,757 1,214 12,388
Medical devices Transportation At Year-End:
devices
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,768 34,074 36,689 37,686 35,534 362,592
Digital home Automobiles Industrial Aviation and Total shareholders’ equity (Note 2) . . . . . 28,130 25,526 26,032 28,157 27,913 284,826
electrical appliances machinery space
Yen U.S. dollars
Electronic
Communications components Electrical Per Share of Common Stock:
devices components
Net income (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . 77.65 90.88 55.70 67.86 47.02 0.480
and toward the next... Diluted net income . . . . . . . . . . . . . . . . . . . . . . . . . 1,007.61 984.95 1,005.27 1,087.37 1,105.23 11.28
Markets Cash dividends applicable to the period 10 15 10 12 14 0.143

Financial Ratio
Operating income ratio . . . . . . . . . . . . . . . . . . . . . 12.2 11.6 12.5 12.9 7.4
Price earnings ratio . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5 14.8 19.6 14.6 12.8
Shareholders’ equity ratio . . . . . . . . . . . . . . . . . . 78.6 74.9 71.0 74.7 78.6
Current ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488.2 575.3 425.1 405.0 506.5
Notes: 1. For the convenience of the reader, the financial highlights described above have been presented in Japanese yen and also in U.S. dollars by arithmetically translating
Prot
n oty all Japanese yen amounts at ¥98 to US$1, the exchange rate in effect at March 31, 2009.
s ig pe
sa 2. Total shareholders’ equity in the above table represents the total of shareholders’ equity and valuation and translation adjustments in the consolidated balance sheets.
de This is due to the adoption of a new accounting standard for the presentation of net assets in the balance sheet, which requires former shareholders’ equity and minority
led

interests to be presented as net assets, and net assets to be classified as shareholders’ equity, valuation and translation adjustments and minority interests.
nd

The methods of determining the amounts of each category have not changed from the previous fiscal year.
t ai

pro

3. Net income per share is computed based upon the weighted-average number of shares of common stock outstanding during each fiscal year.
De

duc

Electricity
tion

Zuken’s solution fields Net sales Millions of yen Total assets Millions of yen

Semiconductor 2005 15,770 2005 35,768


Machinery
Software 2006 16,799 2006 34,074
ig n

Ma

2007 19,163 2007 36,689


es

ss

2008 22,019 2008 37,686


td

PLM ro
19,847
2009 2009 35,534
p d
ce n uc
Co t io
n

Operating income Millions of yen Total shareholders’ equity Millions of yen

2005 1,921 2005 28,130


2006 1,951 2006 25,526
2007 2,389 2007 26,032
Contents
2008 2,839 2008 28,157
Profile 01 General Conditions According to Area 15 2009 1,460 2009 27,913

Consolidated Financial Highlights 02  Japanese Market 16


Outline of Business 03  European and US Markets 17 Trends in dividends and payout ratios
Message from the CEO 05  Asian Market 18 Net income Millions of yen (non-consolidated) Yen / %

Message from the COO 09 Financial Section 19 2005 2,185 2005 10 21 Trends in dividends payout ratios

Marketing Strategy 11 Subsidiaries and Affiliates 37 2006 2,452 2006 15 44


R&D Strategy 13 Corporate Information 38 2007 1,442 2007 10
18
2008 1,757 2008 12
2009 1,214 2009 14 71
Remarks in connection with future prospects
The plans and business forecasts indicated in this booklet are based on information that can be used at the present time, and
* The payout ratio is not shown for fiscal 2007 due to net term losses.
they include latent risks and uncertain elements. It should be understood, therefore, that the actual content and results of our
business activities may differ considerably from the forecasts presented herein due to changes in the various factors employed
as the basis for these forecasts.

01 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 02
Outline of Business

All for our customer’s success


The world is in the midst of a severe economic environment without precedent.
Every company is currently searching for ways in which to tide over the current difficulties.
One path that many companies are following involves attempts to review the whole structure of
monozukuri* with the aim of creating products that will be favorably received by the next generation.
Zuken’s mission is to solve the problems that monozukuri companies all over the world are facing and
to help these companies to achieve success.
“The Partner for Success” Total
Zuken acts as a true partner for ensuring our customers’ success. optimi zation
* Monozukuri stands for manufacturing in Japanese.

Maturity of problem-solving using monozukuri support IT Visualization of processes Visualization of processes


● ●


Sharing of changes ●
Sharing changes
* This graphic relates to current status and goals, and was created to resolve issues
based on a common understanding between Zuken and customers. In the case of ●
Knowledge management ●
Knowledge management
business analysis for customers, IT is developed and improved in the fields of ●
Verification of costs by means ●
Verification of costs by means of
electronic design automation (EDA), mechanical design automation (MDA), and the of integrated BOM integrated BOM
product lifecycle management (PLM) of both EDA and MDA. ●
Verification of environmental load ●
Verification of environmental load
Contents are created between Zuken and the supervised consultation of its partner,
the JMA Consultants Inc. ●
Variations ●
Variations

Control of information on
components ●
Design template management

Three-point checking ●
Rule management

Linkage with PCB
components tables


Parts management

CAD Lib management ●
Unit management

CAD data management ●
Standard parts management

PLM

Linkage between ●
Linkage between
divisions divisions
High-level

Electromechanical Design of Authentication of High-level

● ● ● ●
Electromechanical
equalization of co-design high-speed boards circuit diagrams

Verification of equalization of

Assembly co-design
design quality design (strength, design quality
through use of Concept and

Verification of

Linkage between
● ●
Design involvement heat, vibration ●
Concept and through the application
know-how detailed design design (SI, EMC) circuits and boards ●
Art work design ●
Components design checks analysis) detailed design of know-how

Level 5 Level 4 Level 3 Level 2 Level 1 Level 1 Level 2 Level 3 Level 4 Level 5

Total Partial Total


optimization optimi zation optimization
EDA MDA
The key to developing products that meet As a partner working together with customers on
the demands of the age is to move from everything from analysis of current conditions to
partial to total optimization planning and problem-solving
Companies are striving to develop products that meet the In order to optimize the whole structure of monozukuri, the first
demands of the age as rapidly, efficiently and cheaply as priority must be to ascertain correctly the gap between the way
possible and to launch these products into the market at the things should be and the way they actually are.
vanguard of the industry in consideration of the environment. In For instance, a project begins with an awareness of the current
order to assist our customers in achieving this aim, Zuken is state of maturity of information technology in the fields of EDA,
developing solutions that move away from optimization of MDA and PLM as a whole.
process units in electronic design automation (EDA), mechani- Zuken works closely with our customers, exercising our capac-
cal design automation (MDA) and product lifecycle manage- ity to the full in finding a solution to the problems they face.
ment (PLM) in the direction of total optimization of design based Zuken hopes to serve as the partner who will lead our custom-
on collaboration between EDA and MDA, between EDA and ers to eventual success.
PLM, and between MDA and PLM.

03 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 04
Message from the CEO The Partner for Success

Notes:
Gaining fresh opportunities • We have begun developing systems for the integrated control
of all kinds of information on components required in the *1 In the case of automobiles, rolling stock devices and industrial machinery,
systems that enable the accurate and efficient wiring of several electrical
design, test production and mass production processes.
from the current changes System on a Chip (SoC)
units inside a device in a short space of time using wire harnesses.
*2 Outline of Zuken Elmic Inc.:
(Elmic Wescom Inc. was renamed as Zuken Elmic Inc. on July 1, 2009.)
in conditions, by engaging • We have entered into a business and capital alliance with
Location of head office: Yokohama City, Kanagawa Prefecture
Established: April 30, 1977
Elmic Wescom Inc. (now Zuken Elmic Inc.),*2 with whom Capital: ¥1,202 million
in a process of personal we are cooperating on the development of embedded
software and the mutually supportive supply of products.
Business: Development of middleware libraries that are important in the
development of embedded systems, development of real-time operating
systems, development of software, development and sale of hardware, etc.
transformation and Global activities

searching for answers to • In Europe and North America we have been continuing to
direct our efforts toward communications equipment and
difficult questions. automobiles, in addition to which we are working on
opening up new fields of industrial machinery and devices
in new markets such as aircraft, rolling stock, medical
equipment and FA devices. Constituent sales ratios per category
Makoto Kaneko, Client services Others
President and Representative Director • In Asia we have been concentrating on the sale of cabling 35.7% 0.1%
and wiring design systems for rolling stock and industrial
machinery. In China, we have significantly strengthened our Circuit board design
Current results have been affected by the system of support for local companies in addition to the Solutions
already existing system of support for Japanese 25.0%
violent storm affecting the global economy companies.
From around the middle of the fiscal year under review, the
chaos in financial markets sparked off by the sub-prime loans The consequence of this has been a major strengthening of Consolidated sales
problem in the United States and the financial crisis that our cabling and wiring design systems and of our business (year ended March 2009)
followed in the wake of the collapse of Lehman Brothers operations aimed at new markets in the United States. As ¥19,846,787,000
suddenly spread all over the world, bringing about a major regards our business activities in China, sales targeted at
recession in the global economy. The very existence of all Chinese companies are now at almost the same level as Circuit design and
kinds of industries was called into question, and many those targeted at Japanese companies active in China, and IT solutions IC solutions
companies were obliged to undergo restructuring. One we have thus managed to establish solid foundations for the 15.5% 23.7%
consequence of this has been that the business results of full-scale promotion of business rooted in China. Products
many of Zuken’s customers have taken a turn for the worse newly launched into the market have been positively assessed
and many are currently engaged in organizational reviews and by many companies. However, the results of the launch of
reform. these products alone have not been adequate to make up for
Constituent sales ratios per region
Under these conditions, the Zuken group has been involved the fall in sales of EDA solutions and IT solutions during the
Asia Others
in the following efforts. fiscal year under review. 5.4% 0.1%
As a consequence, results were uniformly down on the
Electronic Design Automation (EDA) same term last year, with sales for the term amounting to North America
¥19.847 billion (down by 9.9%), operating income amounted 5.7%
• In the field of circuit board design systems, we have
to ¥1.46 billion (down by 48.6%), and net income for the year
launched next-generation automatic wiring systems into
came to ¥1.214 billion (down by 30.9%). In terms of individual
the market.
product categories, the figures were ¥4.961 billion for EDA
• In order to open up new markets in the industrial machinery solutions centering on EDA (down by 22.2%), ¥4.71 billion for
field, we have launched cabling and wiring design Consolidated sales
circuit design and IC solution corresponding to EDA upstream (year ended March 2009)
systems*1 aimed at rolling stock and industrial machinery design fields and the SoC field (down by 5.2%), and ¥3.069 ¥19,846,787,000
that have already achieved extensive sales in Europe and billion for IT solutions centering on the field of PLM (down by
North America into the Japanese market. 14.9%). Thanks to our ongoing efforts to provide appropriate
solutions based on a paramount concern for the needs of our
Product Lifecycle Management (PLM) customers, client services centering on maintenance and
• We have launched project control systems for developing consulting saw a slight increase to ¥7.087 billion (up by Europe Japan
embedded software into the Japanese market. 0.9%). 19.0% 69.8%

05 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 06
Message from the CEO The Partner for Success

Working as a partner to ensure the success Zuken’s history: an ongoing process of challenge It goes without saying that to achieve this will entail
unaffected by economic changes having to surmount many difficult hurdles. But we are
of our customers’ monozukuri fortunate that the software technology of the Zuken group
Under economic conditions of unprecedented severity, 1970
has evolved to an incomparably higher level than in the past.
everyone in the Zuken group is fully aware that it is up to us to Boom in “Rebuilding the Japanese Archipelago”
This means that we are now able to provide revolutionary
change our business style in response to the efforts being systems for dealing with difficult problems. Furthermore, I
made by our customers to reform monozukuri methods with a First believe that we need to create futuristic products that are
view to creating products that fully meet the needs of the new Oil Shock
scarcely imaginable at the present time. Such efforts on our
era. It is by no means an easy matter to engage in personal 1975 part will enable the Zuken group to become a true partner in
Zuken founded (1976)
transformation. However, Zuken’s 30-year history has to some supporting the success of our customers and will help us to
extent been a process of personal transformation. We need to achieve our objective of becoming a highly profitable
Development of CR-2000, Japan’s
ensure that the Zuken group is able to benefit as much as Second first domestically manufactured company.
possible from the current changes occurring in the economic Oil Shock CAD/CAM system (1978)
environment, and we need to push forward with further
1980
organizational strengthening through such transformation. Establishment of Zuken America Inc. As well as issuing stable dividends, we are
The reforms in monozukuri that our customers are striving (now Zuken USA Inc.)
to implement can be classified into two main directions. The in the USA (1983) acquiring treasury stock
first direction involves the pursuit of smaller size, faster speed The Zuken group considers that one of our most important
Hi-tech economic boom solving the problems that confront them and achieving managerial policies is to ensure that profits find their way back
and greater precision at levels far in excess of those
1985 success. We intend therefore to carry out the following efforts to shareholders, and our basic policy will continue to be to
maintained hitherto. This orientation is evident especially in the Opening of showrooms to the which we hope will enable us to achieve sales of ¥20.5 billion, issue dividends in a stable manner. As well as strengthening
field of digital electrical appliances for use in the home. The Recession general public (1987)
caused by the operating income of ¥1.0 billion, and current net income of and improving our managerial foundations and financial
second direction is all about building in high quality using strong yen Development the CAE/CAD/CAM
¥700 million. constitution, we are constantly considering the best ways in
cutting-edge three-dimensional functions as in the case, for network station CR-3000 (1988)
example, of the wiring design for rolling stock and the design • Introducing greater rigor and thoroughness into the which to return profits to our shareholders while taking
of industrial devices. 1990 Asset-inflated Listing on Section 2 of TSE (1991)
accumulation of technical know-how, the effective use of account of internal reserves to ensure that we have sufficient
boom
The transformation that the Zuken group needs to make Change to listing on Section 1 of human resources, and business efficiency by rebuilding resources for engaging in business activities in the future, all
involves, getting away from our past way of doing business TSE (1994) our development and sales structure. while keeping a close watch on our results and the business
Multiple Takeover of Racal-Redac Ltd. (1994)
that involved the uniform presentation of product features and recession • Striving to reduce costs and to establish a management environment.
Release of the EDA vertical
striving to become a partner to our customers in assisting integration solution CR-5000 (1994) infrastructure capable of achieving profit in a difficult In line with this policy, we decided to issue an annual
them to make a success of monozukuri operations. This we 1995 economic environment. dividend of ¥12 per share (interim dividend of ¥5, term-end
need to do by making ourselves familiar with the issues and “Camphor” dividend of ¥7) for the fiscal year under review, but we have
boom Development of the ePDM
concerns that our customers have, gaining a clear picture of system DS-1 (1996) • Striving to expand the areas to which we are able to decided on an annual dividend of ¥14 for the present term
their objectives, and providing them with the optimum Second Opening of Zuken EMC Laboratory, respond by expanding our solution functions. (interim dividend of ¥7, term-end dividend of ¥7). This means
Heisei the first noise measurement facility of
solutions. The Zuken group has established a new slogan, recession
an EDA vendor (1999) • Striving to achieve profits and exploit new markets by that the dividend payout ratio for the present term is 29.8%.
“The Partner for Success,” in order to convey this stance with enhancing our consulting capacity, sales capacity and The annual dividend for the next term is also set to be ¥14 per
2000 IT boom Takeover of INCASES (2000)
the utmost clarity, and we intend to engage in business on this capacity to propose effective solutions. share (¥7 for both interim and term-end dividends).
basis in the future. Deflation
Since November last year we have been engaged in the
recession
• Developing new products from a medium and long-term acquisition of treasury stock and have been conducting
Announcement of the ePLM perspective by accurately ascertaining our customers’ capital policies expeditiously and making improvements in
Aiming to become a high-earning company system DS-2 (2004) wishes and market trends. capital efficiency in accordance with changes in the business
and challenging the solution of difficult problems 2005 Announcement of the high-speed
design solution CR-5000
On this occasion I would like to appeal to everyone in the environment.
The severe conditions in which the global economy is “Izanami” boom Lightning (2005) Zuken group to tackle with the utmost seriousness the I hope that shareholders will wish to continue providing us
situated are likely to be maintained through to the next Lehman difficult issues that our customers are presenting us with. with their understanding and support in the future.
period. Many companies at the forefront of their respective shock Announcement of the enterprise Many of these issues cannot be solved using conventional
industries are set to engage in various forms of monozukuri PLM system PreSight (2009) systems and standard approaches, and I believe therefore
using Zuken products to provide their design infrastructure. 2010 that innovations set to open the door on a new era are likely
Under these conditions, we believe that it is the mission of the to arise if we tackle our customers’ wishes head-on and are
Zuken group to assist manufacturers all over the world in able to come up with appropriate solutions. Makoto Kaneko, President and Representative Director

07 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 08
Message from the COO The Partner for Success

Further strengthening the striving to ensure that each individual company has a proper
understanding of the targets that its customers in each country
products such as EDA and PLM. This strategy involves each
company in the Zuken group engaging in business entailing the
are trying to achieve and to provide optimum solutions and provision of the optimum products and solutions in order to
total capacity of the group services in line with their respective targets. deal with the problems that face electronics monozukuri with
In order to do this, we are engaged more actively than ever which it is associated and playing a role in the lateral spreading
to enable us to act as a before in establishing smoother communication between our
sales division in Japan, the United States, Europe and Asia and
of technology and know-how in the market.
The other group of companies has the role of supplement-
partner capable of our development division in Japan, Germany and the United
Kingdom. We hope that by encouraging global communication
ing and expanding Zuken’s business. For example, the
business and capital alliance with Elmic Wescom Inc. (now
supporting the success of we will be able to provide the optimum solutions to our corpo-
rate clients, taking account of their specific needs as well as
Zuken Elmic Inc.) that took place in May 2008 is all about
further stepping up efficiency in the field of electronics monozu-

every one of our corporate culture, customs and regulations. We hope thereby to become
a partner to our customers in contributing to their success and
kuri with the aim of growing business in the machine-related
market. Since June 2009 we have been creating a structure
to enhance the global value of the Zuken group. that will give us the top position in the built-in machines market.
clients all over the world. Our changes have involved breaking up the SoC Business
Department, which had previously been engaged in business
Becoming an indispensable ingredient in involving the development of products and systems related to
Jinya Katsube, success with an active group strategy Zuken semiconductors, and merging this department with
COO and Representative Director
Our group strategy currently involves efforts being made by Elmic Wescom Inc.
two groups of companies that are divided into sales and By means of mergers and acquisition and the establish-
marketing in the global market and support engineering ment of subsidiaries , in addition to investment and incubation,
As a partner to ensure the success of functions in the domestic market. we intend to continue actively promoting our group strategy, to
our customers’ ventures The first by a group of companies with the same roles as create a new synergistic effect through the nurturing of
The market as a whole is overlaid with a sense of oppression Zuken itself, to provide customers all over the world with business companies, and to raise the value and total capacity
due to the global financial crisis, and there is currently very little systems indispensable for the manufacture of electronics off the group.
enthusiasm for investment in system and facilities related to Furthermore, in order to provide products and services
design. As this situation drags on, many companies are begin- even more deeply rooted in the standpoints of our customers,
ning to focus on investment aimed at enabling theme to survive Support provide by the Zuken group with monozukuri we have appointed Yoshinori Onoue, who, as executive
in a highly competitive market, for example by lowering their director and senior vice president of Sony Corporation, has
costs and shortening the length of time they spend on been responsible for global production and has held the impor-
development activities. tant post of general manager of the Manufacturing Division. We
Zsas Inc.
Under these conditions, we believe that the Zuken group hope that Mr. Onoue will make use of his experience and
needs to make it clear to management in each company how Dispatch of engineers knowledge gained over many years at the head of the electron-
Zuken products can contribute to lowering costs and shorten- ics monozukuri sector from the customer’s perspective to
ing the time required for development and how, by introducing Zuken Netware Inc. Chip One Stop Inc. contribute to the further development of the Zuken group.
Zuken products, their companies will be able to win out in a Construction of Proxy purchase of The conditions facing us remain severe, but we hope to live
severely competitive market. network environments components up to the expectations of our customers and of our sharehold-
To ensure that all our customers are fully aware of this new ers as the “Partner for Success” by channeling the full
stance, the Zuken group will start new activities under the Monozukuri resources of the Zuken group.
corporate slogan “The Partner for Success.”
Support with use of Development and
mechanical CAD systems supply of IP
Encouraging global communication in
order to lead our customers to success
Development of Inventure Inc.
This stance is one that is being followed by every single built-in systems
company in the Zuken group all over the world. We are avoid- Cadlab Inc.
ing supplying the same products and services in accordance
with the same uniform policies in all markets. Instead, we are Zuken Elmic Inc. Jinya Katsube, COO and Representative Director

09 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 10
Marketing Strategy The Partner for Success

Becoming a true partner capable of contributing to our thus need to ascertain the essence of the problems they face,
the targets they need to reach and to come up with solutions
new fields. The Zuken group provides products, solutions and
systems that encourage greater efficiency in connection with
and methods worthy of Zuken. the electrical, mechanical and cabling wiring design that is
customers’ success through the provision of integrated This involves more than merely efforts made by the sales, essential for developing industrial machinery. We also possess
support engineers and development divisions; such efforts solutions and know-how in connection with collaborative
solutions embracing everything from front-line production extend to top sales execution involving senior management. design making use of three-dimensional technology. Our
business in the industrial machinery market is expanding
activities to management operations. “Total optimization of monozukuri” at the rapidly thanks to our ability to make these assets available in an
integrated manner.
vanguard of the industry All within the Zuken group are working hard to ensure that
The two marketing strategy issues that we are focusing on are we are able to grasp the new business opportunities that have
“expanding the scope of solutions” and “challenging new come to light through our process of self-reform and to
industries.” expand our business in the midst of a highly challenging
symbolize our new business style from employees all over the “Total optimization of monozukuri” is the task we are environment.
From “product out” to “market in” world and have decided on “The Partner for Success” as our tackling in connection with “expanding the scope of solutions.”
Manufacturing is changing significantly all over the world. With corporate slogan. In line with this slogan, the Zuken group To respond to the demands of our customers for greater
a view to strengthen cost competitiveness, over the past few intends to pursue business practices as a partner to our operational efficiency in each process and the solution of
years many companies have transferred production activities customers, to aid them in achieving success. specific problems, the Zuken group has hitherto provided a
to EMS (Electronic Manufacturing Suppliers - companies lineup of products intended to achieve partial optimization at
engaged in production on commission), and many have also Applying an integrated system extending each stage of electrical and mechanical design. However, our
begun to explore new ways of ensuring their survival in the face from front-line production through to customers are increasingly expecting us to lower our costs
of the financial crisis that we have had to confront since further and to provide products and systems that make it
last year. management possible to develop products with outstanding functions in a
During this period of upheaval we believe that it’s the duty In line with the slogan “The Partner for Success,” the Zuken short time, so that they can provide the market with products
of the Zuken group to provide our customers with appropriate group is currently attempting to make major changes in the that can achieve success under difficult conditions.
solutions and to contribute to their survival on the basis of a full behavioral and conceptual patterns of all our employees. We The Zuken group has thus begun to work on optimization
understanding of their concerns and of how they wish to make can no longer afford to spend a long time presenting products extending to every process of electrical design (total optimiza-
changes. as we have done historically. Going forward, we need to work tion of electrical design) and optimization extending to every
To ensure that this approach becomes fully ingrained with our customers and discuss and understand, in detail, process of mechanical design (total optimization of mechanical
throughout the group, we have been soliciting messages that precisely what they wish to achieve and their main barriers. We design) in addition to optimization involving linkage between
electrical design and mechanical design, plus total optimiza-
tion of monozukuri including PLM. We believe that “total
optimization of monozukuri” will make it possible for customers
to increase their profits, raise their quality and shorten their
Changes needed to become a true partner delivery deadlines, and that this will contribute to their
success.
Partner
Challenging new industries employing our
Vendor or supplier carefully cultivated know-how
Relationships with
Offering Response to the ever growing speeds and intricacies of signals
Proposals our customers wide-ranging within circuit board technology, which has been advancing
Proposing solutions over recent years in alignment with the proliferated increase in
covering the of the “product- solutions to enable
Sale of individual What are we digital appliances and mobile phones for use in the home and
design going to sell to
Range of proposals dependent” customers to other goods for general consumer use, along with the demand
products to customers
environment our customers? type based on solve the business for major reductions in costs and the shortening of the length
as a whole “product sales” issues facing them of time required for development, are demands that have now
Hitherto extended to fields of industrial machinery such as robots, FA
devices, medical instruments, broadcasting devices and
In the future printing devices. The second topic, “challenging new indus-
tries,” represents our efforts to respond to demands in these Toshihiro Shimauchi, Senior Managing Director

11 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 12
R&D Strategy The Partner for Success

designer by offering a three-dimensional visual display within development of digital home electronic appliances and the
Together with our customers as a technical partner in “CR-5000.” Additionally, in the case of “CR-5000 Lightning,” evolution of design support technology. Such technology is
we’ve created new functions that enhance the quality of design now also becoming increasingly important in B2B fields such
facing an era of change. by enabling more efficient analysis and verification in conjunc- as the aviation and space industry, the defense industry,
tion with this function. the industrial machine industry, and the communications
infrastructure industry, thus creating new business opportuni-
ties for Zuken.
Realizing collaborative design in
I’d like to explain Zuken’s product development strategy conjunction with different processes Response to structural changes in
from the two perspectives of “technical issues” and In order to raise the quality of ever more complex electronic
“changes in market structure.” devices in a short time, we need to carefully study the place- the market
ment and direction of circuits in the limited space available Different problems have emerged from the standpoint of
inside a device. It is thus important to carry out collaborative changes in market structure. In order to win out in the severely
Bifurcation of technical issues design between different processes such as mechanical competitive environment surrounding costs and technology,
Technical issues fall into two main categories. One involves design, electrical design, design of semiconductor parts, manufacturers of electronic devices are being required to
response to the internal structural evolution of printed circuit printed circuit board design, circuit board design and wire distinguish clearly between areas that demand the possession
boards and electronic components by means of greater harness design; and to perform verification and checks before of their own unique technology and those areas that involve the
density and acceleration of signal speeds. The other is all about actually embarking on manufacture. use of external technology in order to create products in the
collaborative design and total optimization design aimed at Zuken has achieved harmonization between mechanical shortest possible durations.
completing electronic devices, which are becoming ever larger design and electronic circuit design by means of “Board There is a need for a vertical division of labor in the overall flow
in scale and ever more complex, with shorter deadlines and Interchanger.” We have realized harmonization between the from product planning to production that involves striving to
better quality. design of semiconductor parts and the design of printed circuit maintain a corporate identity in terms of products while making
boards by means of a “Co-Design Manager.” Furthermore, in use of ODMs and OEMs, and for a more strategic division of labor
the field of wire harness, addition of the E3 product aggregate on the horizontal level. The conventional PDM/PLM approach
Response to the evolution of developed in Europe has enabled us to expand the range of whereby design and production data and processes are
internal structure applications to many new fields extending from automobiles controlled within a single project or a single company is
In the case of the printed circuit boards with laminated and other vehicles to industrial machinery. inadequate for dealing with such needs, and efforts are required
structures known as build-up boards, electronic components from a global perspective that takes account of the flow of
are increasingly being included not only on the front and back Taking on the challenge of totally information and goods between different companies, different
of the board but also inside the board. In the case of semicon- regions and different industries. In response to this situation,
ductor parts, the System in Package (SiP), which involves optimizated design Zuken has developed “ePLM DS-2” by incorporating new
increasing density by arranging several conductor chips in To transform ever more large-scale and complex electronic technology introduced from outside, we have come up with a new
parallel or by combining them vertically, is starting to come into devices into attractive products, it is necessary at the stage of solution known as “PreSight.”
general use. Design of such structures is made more difficult if reviewing specifications and basic configuration to consider
conventional two-dimensional drawings are used. So that such the overall circuit configuration, the configuration of the board,
Kazuhiro Kariya, Director and General Manager of Global design can be carried out with ease, Zuken has provided a the spatial layout and the connection structure, and the basic We are in an era that calls for large-scale industrial restructuring
Engineering and Technology Center function that supports the conceptual processes of the electrical properties from a variety of angles; and by doing so and basic changes in processes necessitated by the world-
to optimize the overall design of the system. Zuken began last wide financial crisis. As a technical partner supporting design
Bifurcating technical issues Response to intricate structures and optimization of total systems
year to provide “System Planner,” a concept design system and production, Zuken intends to work together with our
based on entirely new concepts, which has resulted in a new customers on issues that will enable them to overcome the
approach to design soon to permeate the market. difficult problems they must navigate towards in order to have
Micro-perspectives Outside Zuken has been tackling these bifurcated technical a successful future and to continue providing them with new
Greater intricacy, accuracy ● Greater technological complexity issues, and our efforts along these lines have resulted in the innovative and effective solutions.
and density ● Combining high power and high speed

● Use of multiple power sources

● Measures to combat noise


● Build-up boards
● Incorporation of
inner layer components
● Incorporation of
three-dimensional
components Universal perspectives
SIP/PinP/PonP
● System design

Shortening deadlines +
● Increasing the Lowering costs + ● Multiboard design
size of systems Improving quality ● Interconnect design
● Electromechanical
co-design
● Verifying linkage with
built-in switches
● Increasing the intricacy of technology
● Increasing the speed of signals
● Use of multiple power sources Universal perspectives
● Measures to combat noise
Optimization of internal
Inside structure as a whole

Providing support for the design of internal components and laminated SiPs Concept design support using “System Planner” High-density mounting and SI-PI verification using “Board Designer” and “Co-Design Manager (3D)” Support with wire harness design for industrial devices using “E3”

13 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 14
General Conditions According to Area

Grasping customers’ needs in each area and Japanese Market Japan’s monozukuri is still in a healthy condition.
gaining their trust with optimum solutions. Opening up new markets with integrated solutions.
Yasuo Ueno, Director and General Manager of Sales

As a partner for manufacturing companies all over the world, By introducing systems for industrial machinery developed in
Zuken is accurately grasping the different needs of each Europe into North America, Japan and Asia, we are also opening
market and providing optimum solutions through our group up new markets and working toward enhancing the value of our
companies active in Japan, Europe, the Americas and Asia. solutions through tie-ups between group companies.

ZUKEN Inc. Beijing Rep. Office Manufacturers of digital home electrical appliances and
ZUKEN Ltd. ZUKEN (SHANGHAI) products related to the automobile industry have been particu-
ZUKEN UK Ltd. TECHNICAL CENTER Co., Ltd.
ZUKEN Group Ltd. ZUKEN Inc. larly adversely affected by the worldwide recession. But it
Shanghai Rep. Office would be hasty to reach the conclusion that Japanese mono-
: Sales office
ZUKEN KOREA Inc. zukuri is on its last legs. Japan creates many mechatronics
devices of unparalleled quality, especially in areas such as
robots and inspection devices used in the assembly of automo-
biles, home electrical products and semiconductors. Fields in
AMERICA EUROPE which such industrial machines and devices are used are not
ZUKEN USA Inc.
going to disappear from the face of the earth. There are also
ASIA ZUKEN Inc. industries that are not affected by the macro-economy such
as medical devices and social infrastructure. Production in
ZUKEN TAIWAN Inc. Japan, including industrial consumables, is worth as much as
¥20 trillion, a figure equivalent to that for the automobile
industry.
The Industrial machinery field has a long life cycle and high
ZUKEN S.A.

ZUKEN B.V.
ZUKEN SINGAPORE Pte. Ltd.
ZUKEN GmbH
ZUKEN Inc. Shenzhen Rep. Office
Position on the industrial machinery market
(European Headquarters)
(EMC Technology Center)
ZUKEN E3 GmbH

ZUKEN S.r.l.

Large
Automobiles:
Production
materials for ¥21 trillion profit ratios, meaning that it has not been as necessary to
industrial
purposes and demonstrate sensitivity to delivery deadlines and costs as in
consumer the case of consumer appliances. IT investment in monozukuri
goods:
Electrical ¥19.6 has thus been limited, and the current recession has brought in
machinery

Scale of assembly
for home trillion its wake a trend toward introducing greater efficiency into
use: development employing IT and review of business itself.
Electrical
¥3.7 fittings for
trillion automobiles:
Electrification of devices is also moving ahead rapidly, meaning
¥7.1 Main industrial fields that there is a growing need for digital prototypes involving the
trillion ● Social infrastructure and transport
computerized solution of issues common to both electrical
infra-security, etc.
● Industrial robots and machine tools

● Semiconductor production equipment


design and mechanical design.
● Printers for business use and complex On the basis of our solid record in the field of electrical
Semiconductors developing equipment
and Ordinary ● Industrial sewing and knitting machines design, Zuken has built cutting-edge systems that integrate
electronics electronics ● Machinery containing built-in electronic mechanical design, cabling circuit design, and PLM; and we
components: components: components
¥6.8 ¥2.8 ● Broadcasting equipment
have introduced such systems into the operations of our more
● Medical equipment
trillion trillion ambitious, forward-looking corporate clients. As well as provid-
● Space and aviation industries

ing ongoing solutions for the household appliances, automo-


Small

● Measuring, inspection and analysis equipment

● Housing facilities and machinery


bile and electronic components industries, from here on we
Monozukuri element technology intend to enhance our sales and service skills so that custom-
Large electrical Large mechanical ers active in the industrial machinery field will be happy to
elements elements
nominate us as their partner in monozukuri.
* Created by Zuken based on a current survey of production of the Ministry of Economy,
Trade and Industry (2008)

15 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 16
General Conditions According to Area

European and The foundations for growth have been created in the Asian Market Full-scale implementation of business for local companies.
US Markets United States, while the introduction of PLM solutions is Actively opening up the Chinese market with agency policies.
moving ahead in Europe. Zuken is aiming to become a
Toshihiro Shimauchi,
long-term partner reinforcing the trust of our customers. Senior Managing Director and Head of the Asian Business Promotion Division

Gerhard Lipski, Director of Western Markets Sales

In the European and American markets, we have been making enormous increase in the number of companies wishing to The term under consideration has been one of epoch-making to build up solid relationships of trust with regional communi-
forthright efforts to continue growth while obtaining profit, make use of Zuken as a business partner, and as a result we significance for us in the context of the period of around 20 ties and local government including local companies. As we
without succumbing to the recession. We have managed to have been able to build a system of cooperation with compa- years that we have been active in Asia. Most of our customers are doing in the ASEAN countries, we are aiming to create a
achieve a major leap forward in the US market in particular in nies possessing outstanding results in many different indus- in the Asian market were originally Japanese companies, which local agency system and to engage in business and expand
2008, and we continue to strengthen our efforts in this particu- tries. Our solutions in the field of electrical design, cabling and accounted for as many as almost 80 percent of all our custom- profits by establishing a system of cooperation with companies
lar market. One of the consequences of this has been an wire harness design have developed even more than we had ers in China. This term has been noteworthy for the increase in engaged in direct sales.
expected and there are signs that our business is set to the proportion of local companies among our clientele, and Following on from the severe economic conditions that
increase substantially in this area. they now account of 60 percent of all our customers. prevailed during the latter half of last year, this is an era when
The machine and automobile industries in particular are Moreover, most are companies engaged in electronic manu- Asia, and especially China, is coming to constitute an impor-
facing extremely difficult conditions. Companies in these indus- facturing services (EMS). As far as the Zuken group is concerned, tant market and when Asia is again coming to play a role as the
tries are adapting for survival by reducing costs and increasing this is the first time customers other than development manufac- factory of the world for manufacturing industries in Japan, the
their productivity. The Zuken group is offering PLM solutions to turers have occupied the core of our clientele. United States and Europe, and indeed for local Asian manufac-
such customers to assist them in making extensive reductions This is because many Zuken products have been intro- turing industries as well. Zuken can realize the total optimiza-
in costs. duced into EMS in order to make use of manufacturers’ design tion of global networks and monozukuri environments, and it is
In the European and American markets we are attempting data by promoting the transfer of production to EMS so that as because of this that we are convinced that we have what it
to accurately establish the needs of individual countries and many manufacturers as possible are able to reduce their pro- takes to become the “Partner for Success” to many customers
regions, to enable us to provide the best possible solutions to duction costs. Transfer of production to EMS is also increasing throughout Asia.
each one of our corporate clients while balancing our global among European and American companies, and it seems likely
strategy. This year we are planning to strengthen our staff and therefore that support for EMS will develop into an important
our sales channels in order to expand our system of support for field of business. Proportions of sales by Japanese and
new customers. We are also doing all we can to establish good Our strategy for the coming term involves the launch of local companies in China (software sales only) Unit: %
relations with other vendors and to realize more comprehen- cabling wiring design systems sales for industrial machinery  Japanese companies   Chinese local companies
sive, wide-ranging solutions. We hope thereby to be more than developed by Zuken E3 in Germany. This will be the first time 100
just a vendor engaged in the provision of cutting-edge technol- that products developed by the Zuken group outside Japan 80 25.5 26.6
46.3
ogy and processes, but also to the “Partner for Success” to all have been introduced into the Asian market, and where we 60
our customers. have begun to exploit sales channels for this purpose.
40
In the midst of an increasingly severe business environ- We are positioning China as one of our most important 74.5 73.4
ment, the Zuken group will continue to strive to be trusted by markets and are engaged on business focusing on local 20 53.7
our customers and to become their valuable, long-term companies there. The crucial points in this regard will be to 0
partner. cover as much as possible of China’s vast national territory and Term to March 2007 Term to March 2008 Term to March 2009

17 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 18
Financial Section Management’s Discussion and Analysis
ZUKEN Inc. and Consolidated Subsidiaries

Management’s Discussion and Analysis 20 Overview of Fiscal 2009 Net assets at the end of the consolidated fiscal year under
review amounted to ¥28,063 million, down by ¥253 million. The
Consolidated Balance Sheets 23 Operating Results main causes of this fall were the increase of ¥367 million in less-
Looking at our results for the consolidated fiscal year under review, treasury common stock obtained through purchase despite the
Consolidated Statements of Income 25 under the influence of the sudden deterioration in economic increase of ¥510 million in the retained earnings brought about by
conditions during the second half of the year, net sales amounted to it being recorded in net income the term under review, and the fall
Consolidated Statements of Changes in Net Assets 26 ¥19,847 million, down by 9.9% YoY, and thus failed to reach the of ¥363 million in foreign currency translation adjustments of
level achieved in the previous fiscal year. Gross profit fell by 9.3% overseas subsidiaries caused by the appreciation of the yen. As a
Consolidated Statements of Cash Flows 27 YoY to ¥15,107 million due to falling net sales, below the level for the result, the shareholders’ equity ratio increased 3.9% from the
previous fiscal year. However, the gross profit margin was 76.1% 74.7% recorded at the end of the previous consolidated fiscal
Notes to Consolidated Financial Statements 28
(75.6% last year), up by 0.5% YoY. Selling, General and Administra- year to 78.6%.
Independent Auditors’ Report 36 tive Expenses fell by 1.2% YoY to ¥13,647 million, but operating
income fell by 48.6% YoY to ¥1,460 million under the influence of Analysis of Shareholders’ Equity Resources and
the decline in gross profit, thus falling considerably below the figure Cash Liquidity
for the previous consolidated fiscal year. The operating income As recorded in Cash and Cash Equivalents in the Consolidated
margin was 7.4% (12.9% last year). Statements of Cash Flows, the Zuken Group’s balance of funds at
Interest and dividend income amounted to ¥150 million, along the end of the fiscal year under review fell ¥1,244 million from the
with a gain on liquidation of subsidiaries amounting to ¥99 million end of the previous fiscal year to ¥9,296 million.
and a foreign exchange gain amounting to ¥62 million. Zuken Funds providing the operating capital necessary for Zuken to
suffered a loss on impairment of investment securities amounting to conduct its future business activities and carry out capital
¥139 million and an equity in net loss of affiliated companies investment are obtained from funds obtained from operating
amounting to ¥102 million. Net other income amounted to¥197 activities and internal funds.
million. In terms of its finances, the Zuken Group gives the utmost
CONSOLIDATED SIX-YEAR SUMMARY As a result of the foregoing, net income before income taxes consideration to security, while paying particular heed to such
Zuken Inc. and Consolidated Subsidiaries and minority interests was ¥1,657 million, and net income for the factors as credit exposure and interest rates. The group therefore
Years ended March 31 term under review after current, prior and deferred income taxes invests in financial instruments considered to have the least loss
Thousands of was down 30.9% YoY to ¥1,214 million. Net income per share was potential.
U.S. dollars
Millions of yen (Note 1) ¥47.02, down from ¥67.86 in the previous fiscal year, and the net Turning to the financial status of the Zuken Group, in terms of
income ratio for the term in respect to equity capital was 4.3%, also net cash provided by operating activities ¥1,214 million was
2004 2005 2006 2007 2008 2009 2009
down from the 6.5% recorded in the previous fiscal year. recorded for net income, ¥696 million was recorded for depreciation
For the Year: and amortization, and a ¥948 million loss was recorded for trade
Net sales ¥16,183 ¥15,770 ¥16,799 ¥19,163 ¥22,019 ¥19,847 $202,520 Financial Position notes and accounts receivable, but there was a fall of ¥1,241 million
Cost of sales 4,151 4,087 4,390 4,629 5,370 4,740 48,367 Total assets at the end of the consolidated fiscal year under review in accounts payable, representing an increase of ¥51 million in
Selling, general and administrative expenses 9,934 9,762 10,458 12,145 13,810 13,647 139,255 were ¥35,534 million, down by ¥2,152 million or 5.7% from last comparison with the end of the previous consolidated fiscal year
Operating income 2,098 1,921 1,951 2,389 2,839 1,460 14,898 year’s figure. Current assets fell ¥2,728 million, or 10.1% to ¥24,274 and involving the acquisition of funds to the value of ¥1,249 million.
million, and fixed assets increased by ¥576 million (5.4%) to ¥11,260 Net cash used in investing activities involved the use of ¥1,345
Income before income taxes and minority interests 1,549 3,387 3,002 2,475 2,602 1,657 16,908
million. The fall in current assets was due principally to a fall of million, primarily through expenditure of ¥759 million on acquisition
Net income 945 2,185 2,452 1,442 1,757 1,214 12,388 ¥1,200 million in trade notes and accounts receivable brought on of tangible and intangible fixed assets and of ¥400 million on
the fall in net sales and by the fall of ¥1,244 million in cash and cash purchase of stocks of subsidiaries and affiliates.
At Year-End: equivalents due to the payment of accounts payable income tax Net cash used in financing activities entailed use of ¥731 million,
Total assets ¥33,288 ¥35,768 ¥34,074 ¥36,689 ¥37,686 ¥35,534 $362,592 payable. As to fixed assets, tangible fixed assets fell by ¥70 million, consisting primarily of ¥368 million spent on purchase of treasury
Total shareholders’ equity (Note 2) 26,158 28,130 25,526 26,032 28,157 27,913 284,826 there was an increase in intangible fixed assets amounting to ¥194 common stock and of ¥363 million on cash dividends paid.
U.S. dollars
million due to the purchase of software. As to investments and other
Yen
assets, there was an increase in the shares of affiliates brought Outlook
Per Share of Common Stock: about by acquisition of the shares of Elmic Wescom, which newly The economic picture is likely to remain bleak due to the mounting
Net income (Note 3) ¥ 33.30 ¥ 77.65 ¥ 90.88 ¥ 55.70 ¥ 67.86 ¥ 47.02 $ 0.480 acquired a status as an equity method affiliate during the fiscal year gravity of the global economic crisis and continuing concern over a
Diluted net income (Note 4) − − − − 67.71 46.88 0.478 under review, and also because of the increase of ¥646 million further deterioration in the global economic outlook.
Cash dividends applicable to the period 10.00 10.00 15.00 10.00 12.00 14.00 0.143 brought about by the increase in deferred tax assets due to the Under these difficult conditions, the Zuken Group will continue
reversal of program reserves. to strengthen its efforts to provide its customers with solutions, to
Notes: 1. For the convenience of the reader, the above six-year summary is presented in Japanese yen and also in U.S. dollars by arithmetically translating all
Total liabilities at the end of the year under review fell by ¥1,899 advance into new markets, and to develop new products. We intend
Japanese yen amounts at ¥98 to US$1, the exchange rate in effect at March 31, 2009.
2. Total shareholders’ equity in the above table represents the total of shareholders’ equity and valuation and translation adjustments in the consolidated million (20.3%) to ¥7,471 million. Current liabilities fell by ¥1,875 thereby to create a system that will ensure our profitability and will
balance sheets. This is due to the adoption of a new accounting standard for the presentation of net assets in the balance sheet, which requires former million (28.1%) to ¥4,793 million, and long term liabilities fell by ¥24 enable us to achieve sustained growth in the future.
shareholders’ equity and minority interests to be presented as net assets, and net assets to be classified as shareholders’ equity, valuation and translation million (0.9%) to ¥2,678 million. The fall in current liabilities was due
adjustments and minority interests. The methods of determining the amounts of each category have not changed from the previous fiscal year. principally to the decrease of ¥1,351 million in accounts payable
3. Net income per share is computed based upon the weighted-average number of shares of common stock outstanding during each fiscal year.
brought about by the fall in the purchase of raw materials caused by
Business Risks and Other Risks
4. For 2004 to 2006, diluted net income per share is not presented because the Company had no potential common stock equivalents, such as bonds with
warants and convertible bonds.
the fall in net sales, and to the fall of ¥590 million in income taxes Factors in the Zuken Group’s operations and accounting that have
5. Diluted net income per share for fiscal 2007 is not presented because the Company had no potential common stock equivalents with a dilutive effect for payable brought about by the fall in net income before income taxes the potential to exert a significant influence on investors’ decisions
the year ended March 31, 2007. and minority interests. include, but are not limited to, those set out below.

19 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 20
Forward-looking statements in the text are based on the judg- friendly firms, and acquires capable firms. However, there is always Important management agreements, etc. Board of Corporate Auditors, each corporate auditor and the Board
ment of the Zuken Group’s management as of March 31, 2009, the a risk that such measures may not have the anticipated effect on At board meetings of both companies held on April 20, 2009, Zuken of Corporate Auditors attend important meetings and perform
end of the fiscal year under review. performance, or that the cost burden could balloon. In addition, if the and Ermic Wescom Inc. decided that Zuken’s SoC Operations rigorous audits through such methods as Groupwide investigations
performance or financial position of subsidiaries or affiliates deterio- Department would be taken over by Ermic Wescom Inc. on the basis into management and business operations and the holding of
(1) Operating in a circumscribed market rates, it could have an effect on the Zuken Group’s performance. of divestiture, and they concluded an assimilative-divisive reorganiza- hearings.
The core business of the Zuken Group is the provision of solutions tion agreement on the same day. As a result, Ermic Wescom Inc. Zuken has established an Internal Audit Division under the
that increase the efficiency of product design and manufacturing (6) Expansion of overseas operations succeeded to Zuken’s SoC Operations Department on June 1, 2009. direct supervision of the president to act as its internal auditing
primarily to the electronics and automobile manufacturing industries. The Zuken Group is developing businesses in the United States, and organization. The Internal Audit Division performs periodic internal
This means that the group’s performance may sometimes be in various countries in Europe and Asia. When operating in overseas audits of accounts and operations based on the audit policy set out
affected by business conditions in such manufacturing industries markets, a company faces risks in connection with:
Status of Corporate Governance in an audit planning document. The Division then reports and gives
and by trends in capital investment. The Group is striving to expand ● Sudden change in political or economic environments (1) Fundamental approach to corporate governance explanations on audit results to corporate auditors while discussing
its operations by tackling promising new markets and technological ● Changes in exchange rates Corporate governance allows for a quick and flexible response to and exchanging views with them as required. The close collabora-
domains. However, if performance and capital investment in the ● Unforeseen changes in statutes or regulations dramatic changes in the business environment. Legal, appropriate tion between the Internal Audit Division and corporate auditors
electronics and automobile manufacturing industries remain weak, it ● Difficulty securing human resources and highly sound corporate activities are the underpinnings of facilitates effective auditing operations.
is possible that the performance of the Zuken Group will be affected. ● Terrorism, war, infectious diseases or other social unrest. corporate governance. Zuken has a contractual relationship with KPMG AZSA & Co. as
Any of thes e poses a risk of affecting the performance of the Zuken Zuken’s independent auditor. Accordingly, KPMG AZSA conducts
(2) Developing solutions Group. (2) The Company’s internal organization rigorous audits of the Company’s financial statements. The indepen-
To provide the optimum solutions for its customers’ needs, the Zuken uses a corporate auditor system and has built an effective dent auditors report on and give explanations of audit results at
Zuken Group must develop new products that reflect the latest (7) Safeguarding of industrial secrets and personal information corporate governance system, centered on its Board of Directors, biannual Board of Corporate Auditors’ meetings, where issues
trends and technologies while remaining committed to strengthen- In the course of the Zuken Group’s systems development, consult- corporate auditors and Board of Corporate Auditors, which is including business risks and other risks are examined and
ing its own capabilities. The Group must focus on improvements in ing, inspection and support operations, the Group personnel have suitable for the scope of its operations and the type of businesses in discussed. Aside from this, the independent auditor and the
quality and ensure thoroughgoing quality control, employing access to customers’ design data, information on new products, which the Company engages. As of June 26, 2009, the Company’s corporate auditor set up forums for opinion exchanges and delibera-
systems that prevent defects and ensure swift response and correc- and other industrial secrets. The Group is also in possession of large management structure was composed of eight directors and four tions on an as-needed basis. Through these initiatives, Zuken is
tion should defects emerge. However, if development does not volumes of personal information on customers, shareholders and corporate auditors (including one outside auditors). In addition to the working to secure sound audit systems.
proceed according to plan, we run the risk of losing opportunities or employees. To safeguard this information, we are deploying internal corporate auditors, one alternate corporate auditor is elected to
delaying the development of businesses. When there is a major information systems, entering into non-disclosure agreements, guard against the number of corporate auditors falling below the (4) Status of internal control and risk management system provisions
defect in a new product, not only do we bear the burden of remedy- formulating internal regulations and guidelines, and conducting level required by law. Zuken advances business operations in keeping with its corporate
ing it and making good our guarantee against defects, we also run thorough employee training in information management. However, The Board of Directors formulates fundamental management philosophy that aims for the “establishment of a vibrant corporate
the risk of losing the confidence of our customers. Should that in the unlikely event of a leak of industrial secrets or personal policies and pinpoints important issues, analyzes and makes culture founded upon soundness, vigor and dignity.” Under this
occur, it could. information, the Zuken Group could become liable for damages and decisions regarding legal and regulatory concerns as well as on corporate philosophy, together with its fundamental policies on
could suffer harm to its reputation. This could affect the performance items contained in the Articles of Incorporation, and provides corporate governance, the Group has established and continues to
(3) Intellectual property rights of the Zuken Group. oversight for directors in the course of their managerial duties. Each strengthen its internal controls and risk management systems. To
As the Zuken Group develops and extends its solutions business corporate auditor and the Board of Corporate Auditors are also this end, Zuken implements initiatives that include:
using computer technology and IT, maintaining the security of (8) Liabilities and expenses for severance and retirement tasked with providing oversight of the directors in the execution of ● Enforcement of thorough compliance through the establishment

copyrights, patents, trademarks, and other intellectual property has benefits their duties, along with general oversight of the Company’s operations. and dissemination of regulations and guidelines, employee training
become extremely important. At the same time, because obtaining Zuken and certain consolidated subsidiaries within the Group The Board of Directors and Board of Corporate Auditors each programs, periodic internal audits, maintaining a system to
such protections requires an investigation by government organiza- adopted unfunded defined benefit plans for employees’ severance have monthly meetings scheduled, in addition to which they exclude anti-social elements and other measures
tions, it is not a foregone conclusion that they will be forthcoming. and retirement, while certain consolidated subsidiaries overseas convene as circumstances dictate. Their vigorous discussions lead ● Appropriate safekeeping of documents and information pertaining

The Zuken Group exercises due care to guard against infringement adopted unfunded defined benefit plans for pension plans. In the to flexible decision making and rigorous management oversight. to the execution of its business in accordance with in-house
on third-party intellectual property rights during the course of its event of changes in calculation methods for liabilities and expenses The following chart provides a graphic representation of the regulations and guidelines
product development operations, but in actual practice the research for severance and retirement benefits, deteriorations in the Company’s corporate governance system. ● Effective, timely evaluations and reviews of business and other

required to ensure that Zuken Group products do not infringe on the performance of pension fund management or changes in legal risks, and promotion of risk management systems through the
intellectual property rights of any other company can be very systems and accounting standards regarding severance and establishment and dissemination of regulations and guidelines,
General Shareholders’ Meeting
arduous. If the Zuken Group were to infringe on the intellectual retirement benefits, the Group’s liabilities and expenses may employee training programs, periodic internal audits and other
property rights of a third party in its products, technology, or increase. Should the liabilities and expenses exceed the Company’s Appointment/dismissal Appointment/dismissal Appointment/dismissal measures
trademarks, there is a risk that payment of royalties or damages reserves for them, the Group’s overall performance will be adversely Board of Corporate Auditors
● Ensuring efficient business operations by facilitating flexible
Independent Auditor(s)
might be required, or that we could be ordered to stop using affected. Collaboration
Corporate Auditors
decision making at Board of Directors’ meetings, clarifying author-
patented technology. As of March 31, 2008, there had never been Note: The fixed benefit-type pension system in place at subsidiaries Accounting audit ity in and responsibility for the execution of business in accordance
Oversight/audit
an instance of the Zuken Group being served with a request for operating in the United Kingdom was frozen and changed to a with in-house regulations, and conducting scheduled reporting
damages or ordered to stop using patented technology in connec- defined contribution pension plan from April 2007 onward. Board of Directors and investigation of business progress and performance
tion with the infringement of intellectual property rights. Thus, the above-mentioned risks with regard to fixed benefit- Directors
● Establishment of Groupwide internal control systems, including the

type pension plans at these U.K. subsidiaries are items formulation of regulations for managing subsidiaries and affiliates
Report/discussion Supervision/appointment/dismissal
(4) Alliances with capable partner firms associated with retirement benefit expenses for service prior and the collaborative setting up of internal control systems that are
To build a solid business base and move into new businesses, the to freezing the former pension system. Representative Director(s) Collaboration suitable to each subsidiary and affiliate in terms of the scope of
Zuken Group has forged long-term product development and their operations and types of businesses
marketing ties with many capable partner firms. However, there is a (9) Natural disasters Report Direction/instruction Direct supervision of
● Creation of ideal auditing environments through the establishment

risk that these ties could be broken if these partner firms suffer The Zuken Group is engaged in business activities in Japan and a the president of a Board of Corporate Auditors’ Office that assists corporate
bankruptcy, are acquired, or change their strategic objectives. If a number of other countries. The Group is exercising due care in its General Managers of Each Department
Internal audit
auditors in their duties, the formation of lines of communication
number of alliances or important alliances are dissolved, it could preparations for natural disasters, but the risk of a major earthquake, Internal Audit Division between directors and employees to corporate auditors, regular
Business Departments/
have an effect on the performance of the Zuken Group. fire or other catastrophe at a business facility causing significant Subsidiaries and Affiliates provision of forums for discussion with the representative director(s),
destruction cannot be eliminated. In such an occurrence, operations and collaboration with independent auditors and internal audit departments
(5) Establishing and acquiring subsidiaries, and forging capital at business locations affected could be halted permanently or Through these efforts, the Zuken Group will continue working to
ties temporarily, resulting in significant monetary losses and affecting the (3) Status of internal audits and audits by corporate and upgrade corporate governance through more active and stronger
To expand and reinforce businesses, the Zuken Group establishes performance of the Zuken Group. independent auditors efforts in both the operational and managerial realms as well as
subsidiaries and affiliates as needed, establishes capital ties with As set forth in the audit policy and audit plan established by the through the reinforcement of other management organizations.

21 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 22
Consolidated Balance Sheets
ZUKEN Inc. and Consolidated Subsidiaries
As of March 31, 2008 and 2009

Thousands of Thousands of
U.S. dollars U.S. dollars
Millions of yen (Note 1) Millions of yen (Note 1)
ASSETS 2008 2009 2009 LIABILITIES AND NET ASSETS 2008 2009 2009
Current Assets: Current Liabilities:
Cash and cash equivalents (Note 1) ¥10,540 ¥9,296 $94,857 Accounts payable ¥2,405 ¥1,054 $10,755
Time deposits 632 448 4,571 Accrued expenses 1,231 1,202 12,265
Marketable securities (Notes 1 and 2) 8,695 8,706 88,837 Income taxes payable (Notes 1 and 3) 903 313 3,194
Trade notes and accounts receivable 5,674 4,474 45,653 Advances received 1,950 2,119 21,623
 Less-Allowance for doubtful receivables (55) (39) (398) Deferred tax liabilities (Notes 1 and 3) 6 1 10
Inventories (Note 1): Other current liabilities 173 104 1,061
 Finished goods 33 23 235   Total current liabilities 6,668 4,793 48,908
 Work in process, supplies and raw materials 222 230 2,347
Deferred tax assets (Notes 1 and 3) 533 375 3,827 Long-term Liabilities:
Other current assets 728 761 7,765 Deferred tax liabilities (Notes 1 and 3) − 0 0
  Total current assets 27,002 24,274 247,694 Severance and retirement plan (Notes 1 and 4)
 Employees 2,590 2,534 25,857
Property and Equipment, at Cost (Note 1): Other long-term liabilities 112 144 1,470
Land 3,010 3,010 30,714   Total long-term liabilities 2,702 2,678 27,327
Buildings and structures 8,998 8,912 90,939
Furniture, fixtures, and equipment 2,397 2,295 23,419
Lease assets − 7 71
14,405 14,224 145,143 Net Assets (Note 5):
 Less-Accumulated depreciation (7,192) (7,081) (72,255) Shareholders’ Equity (Note 5):
  Net property and equipment 7,213 7,143 72,888  Common stock:
  Authorized-86,525,700 shares at March 31, 2008 and 2009
Investments and Other non-current Assets:   Issued-27,903,669 shares at March 31, 2008 and 2009 10,117 10,117 103,235
Investment securities (Notes 1 and 2) 387 208 2,122 Capital surplus 8,658 8,658 88,347
Investment in affiliated companies (Note 1) 621 895 9,133 Retained earnings 11,878 12,388 126,407
Goodwill (Note 1) 890 924 9,429 Less-Treasury common stock, at cost:
Other intangible fixed assets (Note 1) 319 513 5,235  2,008,971 shares at March 31,2008 and
Deferred tax assets (Notes 1 and 3) 266 576 5,877  2,647,962 shares at March 31,2009 (2,532) (2,899) (29,582)
Other 995 1,013 10,337 Valuation and Translation Adjustments:
 Less-Allowance for doubtful receivables (7) (12) (123)  Net unrealized holding gain on securities (Notes 1 and 2) 27 3 31
  Total investments and other assets 3,471 4,117 42,010  Deferred gains on hedges 0 − −
  Total assets ¥37,686 ¥35,534 $362,592  Foreign currency translation adjustments (Note 1) 9 (354) (3,612)
The accompanying notes to the consolidated financial statements are an integral part of these balance sheets.
Minority Interest 159 150 1,531
  Total net assets 28,316 28,063 286,357
  Total liabilities and net assets ¥37,686 ¥35,534 $362,592

23 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 24
Consolidated Statements of Income Consolidated Statements of Changes in Net Assets
ZUKEN Inc. and Consolidated Subsidiaries ZUKEN Inc. and Consolidated Subsidiaries
Years ended March 31, 2008 and 2009 Years ended March 31, 2008 and 2009

Thousands of Millions of yen


U.S. dollars
Millions of yen (Note 1) Net unrealized Foreign
Treasury holding Deferred currency
2008 2009 2009 Common Capital Retained common gain(loss) on gain(loss) on translation Minority
stock surplus earnings stock securities hedges adjustments interests
Net Sales (Note 1) ¥22,019 ¥19,847 $202,520
Balance at March 31, 2007 ¥10,117 ¥8,658 ¥ 9,781 ¥ (2,531) ¥189 ¥− ¥ (182) ¥131
Cost of Sales 5,370 4,740 48,367
 Net income 1,757
Gross profit 16,649 15,107 154,153
 Cash dividends paid (259)
Selling, General and Administrative Expenses (Notes 1 and 7) 13,810 13,647 139,255
 Actuarial loss on retirement benefit obligation
Operating income 2,839 1,460 14,898
  of subsidiaries in the United Kingdom 599
 Purchase of treasury common stock (1)
Other Income (Expenses):
 Net changes of net unrealized holding loss  
Interest and dividend income 154 150 1,531
  on securities (162)
Gain on liquidation of subsidiaries 13 99 1,010
 Net changes of deferred gains on hedges 0
Foreign exchange gain (loss) (306) 62 633
 Adjustments from foreign currency translation
Gain on transfer of business − 44 449
  of foreign currency financial statements 191
Loss on impairment of investment securities (83) (139) (1,419)
 Increase in minority interests 28
Equity in net gain (loss) of affiliated companies 72 (102) (1,041)
Balance at March 31, 2008 10,117 8,658 11,878 (2,532) 27 0 9 159
Gain on sale of investment securities 27 − −
 Net income 1,214
Retirement benefit expenses (182) − −
 Cash dividends paid (363)
Other, net 68 83 847
 Effect of changes in accounting policies applied
  Total (237) 197 2,010
  to foreign subsidiaries (341)
  Income before income taxes and minority interests 2,602 1,657 16,908
 Purchase of treasury common stock (367)
 Net changes of net unrealized holding loss
Provision for Income Taxes (Notes 1 and 3):
  on securities (24)
Current 1,358 521 5,316
 Net changes of deferred gains on hedges 0
Prior − 67 684
 Adjustments from foreign currency translation
Deferred (524) (142) (1,449)
  of foreign currency financial statements (363)
Income taxes (Notes 1 and 3) 834 446 4,551
 Decrease in minority interests (9)
Net income before minority interests 1,768 1,211 12,357
Balance at March 31, 2009 ¥10,117 ¥8,658 ¥12,388 ¥ (2,899) ¥3 ¥− ¥ (354) ¥150
Minority Interest 11 (3) (31)
Net income ¥ 1,757 ¥ 1,214 $ 12,388
Thousands of U.S. dollars (Note 1)
Net unrealized Foreign
Treasury holding Deferred currency
Common Capital Retained common gain(loss) on gain(loss) on translation Minority
stock surplus earnings stock securities hedges adjustments interests
U.S. dollars
Yen (Note 1)
Balance at March 31, 2008 $103,235 $88,347 $121,204 $ (25,837) $276 $0 $ 92 $1,622
Per Share of Common Stock (Note 1):
 Net income 12,388
Net income ¥67.86 ¥47.02 $0.480
 Cash dividends paid (3,704)
Diluted net income 67.71 46.88 0.478
 Effect of changes in accounting policies applied
Cash dividends applicable to the period 12.00 14.00 0.143
  to foreign subsidiaries (3,481)
The accompanying notes to the consolidated financial statements are an integral part of these statements.  Purchase of treasury common stock (3,745)
 Net changes of net unrealized holding loss
  on securities (245)
 Net changes of deferred gains on hedges 0
 Adjustments from foreign currency translation
  of foreign currency financial statements (3,704)
 Decrease in minority interests (91)
Balance at March 31, 2009 $103,235 $88,347 $126,407 $ (29,582) $ 31 $− $ (3,612) $1,531
The accompanying notes to the consolidated financial statements are an integral part of these statements.

25 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 26
Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements
ZUKEN Inc. and Consolidated Subsidiaries ZUKEN Inc. and Consolidated Subsidiaries
Years ended March 31, 2008 and 2009

Thousands of 1.Nature of Operations and not required for fair presentation, is not presented in the
U.S. dollars
Millions of yen (Note 1) Significant Accounting and accompanying consolidated financial statements.
2008 2009 2009 The translation of the Japanese yen amounts into U.S.
Reporting Policies dollars is included solely for the convenience of readers
Cash Flows from Operating Activities:
Net income ¥ 1,757 ¥ 1,214 $ 12,388 The following is a summary of the significant accounting and outside Japan, using the prevailing exchange rate at March
Adjustments to reconcile net income to net cash provided by operating activities: reporting policies adopted by ZUKEN Inc. (“Zuken” or the 31, 2009, which was ¥98 to US$1. The convenience transla-
Depreciation and amortization 653 696 7,102 “Company”) and its subsidiaries in the preparation of the tions should not be construed as representations that the
Loss on impairment of investment securities 83 139 1,419 accompanying consolidated financial statements. Japanese yen amounts have been, could have been, or
could in the future be, converted into U.S. dollars at this or
Gain on sale of affiliated company’ s securities, net − (5) (51)
(a) Nature of Operations any other rate of exchange.
Gain on liquidation of subsidiaries (13) (99) (1,010)
The Zuken Group is engaged in the research, development,
Gain on sale of investment securities (27) − −
and sale of solutions that maximize the efficiency of design (c) Principles of Consolidation and Accounting for
Equity in net loss (gain) of affiliated companies (72) 102 1,041
and manufacturing processes for electronic products. The Investments in Affiliated Companies
Other, net 40 (107) (1,092)
Company holds a leading global share of the PCB/MCM/HIC The accompanying consolidated financial statements
Changes in assets and liabilities:
software market in the field of electronic design automation. include the accounts of the Company and its majority-owned
Trade notes and accounts receivable (729) 948 9,673
The Company also develops solutions for application-specific subsidiaries. The fiscal year-ends of three subsidiaries are
Accounts payable 327 (1,241) (12,663)
integrated circuits (ASICs) and large-scale integration (LSI). the end of February. Significant transactions during March
Accrued expenses and income taxes (56) (545) (5,561)
The Company’s operations are based in Japan but include were reflected in the consolidated financial statements. All
Accrued severance and retirement cost (694) 24 245
development, sales, and support centers in 10 countries. significant intercompany balances and transactions have
Other, net (71) 123 1,254 Customers for the Company’s solutions are primarily been eliminated.
Net cash provided by operating activities 1,198 1,249 12,745 electronics manufacturers located around the world, but also Investments in which the Company has significant
include automobile manufacturers. influence or ownership of more than 20% but less than or
Cash Flows from Investing Activities: equal to 50% are accounted for under the equity method.
Increase in time deposits, net (362) (107) (1,092) (b) Basis of Presenting the Consolidated Financial The excess cost of investments in subsidiaries and
Expenditures for property and equipment (302) (388) (3,959) Statements affiliated companies over their equity in the net assets at the
Proceeds from sales of property and equipment 14 15 153 The accompanying consolidated financial statements have date of acquisition is generally being amortized on a
Expenditures for intangible fixed assets (147) (371) (3,786) been prepared in accordance with the provisions set forth in straight-line basis within 15 years.
Purchase of marketable securities (1,995) (4,000) (40,816) the Japanese Securities and Exchange Law and its related
Proceeds from redemption of marketable securities − 4,000 40,816 accounting regulations, and in conformity with accounting (d) Translation of Foreign Accounts
Proceeds from sales or redemption of investment securities 2,112 − − principles generally accepted in Japan (“Japanese GAAP”), Foreign currency transactions are translated into Japanese yen
Purchase of stocks of subsidiaries and affiliates − (400) (4,082) which are different in certain respects as to application and by using the exchange rates in effect at the time of the transac-
Other, net (2) (94) (959) disclosure requirements of International Financial Reporting tions. Foreign currency receivables and payables are
Net cash used in investing activities (682) (1,345) (13,725) Standards. translated at year-end exchange rates and resulting exchange
Prior to the year ended March 31, 2009, the accounts of gains or losses are recognized in earnings currently.
Cash Flows from Financing Activities: overseas subsidiaries were based on their accounting records All asset and liability accounts of foreign subsidiaries and
Proceeds from issuance of common stock to minority shareholders 18 − − maintained in conformity with generally accepted accounting affiliates are translated into Japanese yen at year-end
Purchase of treasury common stock (1) (368) (3,755) principles prevailing in the respective countries of domicile. exchange rates and all income and expense accounts are
Cash dividends paid (259) (363) (3,704) As discussed in Note 1(s), the accounts of overseas translated at the weighted average of the exchange rates in
Other, net (1) 0 0 subsidiaries for the year ended March 31, 2009, are effect during each fiscal period. Retained earnings are
Net cash used in financing activities (243) (731) (7,459) prepared in accordance with either International Financial translated at the historical rates. Foreign currency translation
Effect of Exchange Rate Changes on Cash and Cash Equivalents (102) (417) (4,255) Reporting Standards or U.S. generally accepted accounting adjustments resulting from translation of foreign currency
Net Increase (Decrease) in Cash and Cash Equivalents 171 (1,244) (12,694) principles, with adjustments for the specified six items as financial statements were presented separately in the
Cash and Cash Equivalents at Beginning of Year 10,369 10,540 107,551 applicable. accumulated gains (losses) from revaluation and translation
Cash and Cash Equivalents at End of Year ¥10,540 ¥ 9,296 $ 94,857 The accompanying consolidated financial statements adjustments and minority interests in the consolidated
have been restructured and translated into English from the balance sheets.
Supplemental Disclosures of Cash Flow Information: consolidated financial statements of the Company prepared
Cash paid during the period for: in accordance with Japanese GAAP and filed with the (e) Revenue Recognition
Interest ¥ 2 ¥ 0 $ 0 appropriate Local Finance Bureau of the Ministry of Finance Sales are recorded upon installation of a system and the
Income taxes (1,513) (1,163) (11,867) as required by the Securities and Exchange Law. Some acceptance thereof by customers. Advances received from
supplementary information included in the statutory customers for maintenance services are treated as deferred
The accompanying notes to the consolidated financial statements are an integral part of these statements.
Japanese language consolidated financial statements, but revenue until earned.

27 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 28
(f) Cash and Cash Equivalents arrangements is depreciated over the estimated useful lives asset and liability approach is used to recognize deferred tax similar circumstances should, in principle, be unified for the
In preparing the consolidated statements of cash flows, cash or the lease term of the respective assets. assets and liabilities for the expected future tax conse- preparation of the consolidated financial statements.
on hand, readily available deposits, and short-term highly quences of temporary differences between the carrying As a result of adopting PITF No. 18, effective April 1,
liquid investments with maturities not exceeding three (j) Goodwill amounts of assets and liabilities for financial reporting 2008, retained earnings at April 1, 2008 was decreased by
months at the time of purchase are considered to be cash In June 1994, the Company, through subsidiaries, acquired purposes and the amounts used for income tax purposes. ¥341 million (US$3,480 thousand).
and cash equivalents. 11 new subsidiaries from Racal Electronics P.L.C. In March In addition, as a result, operating income increased by
2000, the Company, through subsidiaries, acquired two new (n) Derivative Financial Instruments ¥11million (US$112 thousand), and income before income
(g) Marketable Securities and Investment Securities subsidiaries. In May 2006, the Company, through a subsid- The Company and its subsidiaries have no derivative taxes and minority interests increased by ¥29 million
Securities are classified into one of the following categories iary, acquired one new subsidiary. As a result of the above, financial instruments, which include foreign exchange (US$296 thousand) for the year ended March 31, 2009.
based on management’s intent in holding them:(i) Held-to three acquisitions of approximately ¥762 million in fiscal forward contracts, foreign currency option contracts, and
maturity debt securities, (ii) Available-for-sale securities 1995, approximately ¥374 million in fiscal 2001, and approxi- interest rate and currency swap agreements. New accounting standard for inventories
(marketable), and (iii) Available-for-sale securities (non- mately ¥760 million in the fiscal 2007 have been recorded as On July 5, 2006, the Accounting Standards Board of
marketable). (i) Held-to-maturity debt securities are stated at goodwill, which is amortized using (o) Research and Development Japan issued ASBJ Statement No. 9, “Accounting
amortized cost. (ii) Available-for-sale securities (marketable) the straight-line method within 15 years. Research and development costs are charged to income as Standard for Measurement of Inventories”. As permitted
are stated at fair value, with any unrealized holding gain or incurred. Total amounts charged to income were ¥3,548 under the superseded accounting standard, the Company
loss, net of the applicable taxes, presented as a separate (k) Other Intangible Fixed Assets million in fiscal 2008 and ¥3,584 million (U$36,571 thousand) and consolidated domestic subsidiaries previously stated
component of net assets. (iii) Available-for-sale securities Other intangible fixed assets represent principally the costs in fiscal 2009, respectively. inventories at cost. The new accounting standard requires
(non-marketable) are stated at cost by the moving-average of purchased software, which are amortized using the that inventories held for sale in the ordinary course of
method. Debt securities due within one year are presented straight-line method over a period of up to five years in (p) Leases business be measured at the lower of cost or net realizable
as current and all other securities are presented as non- accordance with estimated useful lives. Assets acquired by lessees in finance lease transaction are value. Replacement cost may be used in lieu of the net
current in the accompanying consolidated balance sheets. recorded in the corresponding asset accounts. Certain realizable value, if appropriate.
With respect to investments in limited business partner- (l) Severance and Retirement Plans immaterial or short-term finance leases are accounted for as The adoption of the new accounting standard had no
ships or similar types of partnerships (regarded as market- The Company and certain subsidiaries have unfunded operating leases. impact on income.
able securities under Article 2-2 of the Securities Exchange defined benefit plans for employees’ severance and
Law), the net amount equivalent to the level of equity based retirement. The amount of the severance and retirement cost (q) Per Share of Common Stock New accounting standards for lease transactions as lessee
on the most recently available financial statements for the is determined on the basis of length of service and basic pay Net income (loss) and cash dividends per share are based on On March 30, 2007, the Accounting Standards Board of
reporting date specified in the partnership agreement is used. rate at the time of termination or retirement. Some overseas the weighted average number of outstanding shares of Japan issued Statement No. 13, “Accounting Standard for
subsidiaries also have unfunded defined contribution plans common stock, if any, as retroactively adjusted for the free Lease Transactions” and Guidance No. 16, “Guidance on
(h) Inventories for severance and retirement plans. (Some overseas subsid- share distribution and stock splits. Accounting Standard for Lease Transactions”. The new
Finished goods and work in process are stated at specific iaries have unfunded defined benefit plans for pension Cash dividends per share shown in the accompanying accounting standards require that all finance lease transac-
identification cost. Supplies and raw materials are stated at plans.) consolidated statements of income have been presented on tions be treated as capital leases.
cost, determined principally by the moving-average method. Under the Japanese accounting standard for employ- an accrual basis and include, in each fiscal period, dividends Effective April 1, 2008, the Company and consolidated
Inventories with lower profitability are written down to net ees’ retirement benefits, the liabilities and expenses for approved by the shareholders after such fiscal period-end domestic subsidiaries adopted the new accounting
realizable value at March 31. severance and retirement benefits are determined based on but applicable to the fiscal period then ended. standards for finance leases commencing after March 31,
the amounts actuarially calculated using certain assump- 2008 and capitalized assets used under such leases, except
(i) Depreciation tions. The Company provides an allowance for employees’ (r) Appropriation of Retained Earnings for certain immaterial or short-term finance leases, which are
As for the Company and its domestic consolidated subsid- severance and retirement benefits based on the estimated The appropriation of retained earnings reflected in the accounted for as operating leases. As permitted, finance
iaries, depreciation is principally computed by the declining- amounts of projected benefit obligations and the fair value of accompanying consolidated financial statements has been leases which commenced prior to April 1, 2008 and have
balance method or straight-line method to buildings and, for plan assets at the balance sheet date. Actuarial gains/losses recorded after approval by the shareholders, as required been accounted for as operating leases, continue to be
its overseas consolidated subsidiaries, is principally are recognized in consolidated statements of income using under the Japanese Corporate Law. accounted for as operating leases.
computed by the straight-line method at rates based on the the straight-line method over five years commencing the The effect of adopting the new accounting standard and
estimated useful lives of individual assets which range as following period. (s) New Accounting Standard guidance was immaterial.
follows: Unification of Accounting Policies Applied to Foreign Subsid-
(m) Income Taxes iaries for Consolidated Financial Statements (t) Reclassifications
Buildings and structures: 3 years to 60 years Income taxes in the accompanying consolidated statements On March 17, 2006, the Accounting Standards Board of Certain prior year amounts have been reclassified to conform
Furniture, fixtures and equipment: 2 years to 20 years of income comprise corporate tax, inhabitant taxes, and Japan issued Practical Issues Task Force No.18 “Practical to the fiscal 2009 presentation. These changes had no
enterprise tax. Solution on Unification of Accounting Policies Applied to impact on previously reported results of operations or share-
Ordinary maintenance and repairs are charged to Under the Japanese accounting standard for income Foreign Subsidiaries for Consolidated Financial Statements” holders’ equity.
income as incurred and major renewals and improvements taxes, the provision for income taxes is computed based on (“PITF No. 18”). PITF No. 18 requires that accounting
are capitalized. the income before income taxes and minority interests policies and procedures applied by a parent company and
Property and equipment capitalized under finance lease included in the consolidated statements of income. The its subsidiaries to similar transactions and events under

29 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 30
2. Marketable Securities and Investment Securities 3.Income Taxes
Marketable securities and investment securities at March 31, 2008 and 2009 consist of the following: The Company and its subsidiaries are subject to a number of income taxes, which, in aggregate, indicate a statutory rate in Japan
Millions of yen of approximately 40.6% for the years ended March 31, 2008 and 2009. A reconciliation of the Japanese statutory income tax rate
Gross Gross and the effective income tax rate as a percentage of income taxes and minority interests is as follows:
Book unrealized unrealized Fair
2008 value gains losses value 2008
Held-to-maturity marketable securities: Statutory tax rate 40.6%
Government bonds ¥1,995 ¥− ¥0 ¥1,995 Tax credits for R&D -4.5
¥1,995 ¥− ¥0 ¥1,995 Effect of reverse of write-off of investment in subsidiary -4.4
Millions of yen Effect of equity in net gain of affiliated companies -1.1
Gross Gross
Effect on amortization of goodwill 1.6
Acquisition unrealized unrealized Book Other -0.2
2008 cost gains losses value Effective tax rate 32.0%
Available-for-sale securities:
Marketable securities: 2009
Debt securities including investment trusts ¥6,700 ¥ − ¥ − ¥6,700 Statutory tax rate 40.6%
¥6,700 ¥− ¥ − ¥6,700 Valuation allowance -15.4
Investment securities: Differences in tax rates of over seds subsidiaries -7.5
Marketable equity securities ¥ 227 ¥95 ¥49 ¥ 273 Tax credits for R&D -3.9
Non-marketable equity securities 26 − − 26 Income taxes for prior periods 4.0
Investment funds 88 − − 88 Effect on amortization of goodwill 3.3
¥ 341 ¥95 ¥49 ¥ 387 Effect of equity in net gain of affiliated companies 2.5
Millions of yen
Other 3.3
Effective tax rate 26.9%
Gross Gross
Book unrealized unrealized Fair
2009 value gains losses value
Held-to-maturity marketable securities: Significant components of the Company’s deferred tax assets and liabilities as of March 31, 2008 and 2009 are as follows:
Government bonds ¥2,006 ¥− ¥0 ¥2,006
¥2,006 ¥− ¥0 ¥2,006 Millions of yen
Thousands of
U.S. dollars
Thousands of U.S. dollars
2008 2009 2009
Gross Gross
Book unrealized unrealized Fair Deferred tax assets:
2009 value gains losses value (Current)
Held-to-maturity marketable securities: Excess bonuses accrued ¥ 245 ¥ 251 $ 2,561
Government bonds $20,470 $− $0 $20,470 Unearned revenue − 173 1,765
$20,470 $− $0 $20,470 Accrued expense 171 62 633
Millions of yen Enterprise taxes accrued 74 30 306
Gross Gross Other 174 24 245
Acquisition unrealized unrealized Book 664 540 5,510
2009 cost gains losses value
Valuation allowance (119) (156) (1,592)
Available-for-sale securities: 545 384 3,918
Marketable securities: (Non-Current)
Debt securities including investment trusts ¥6,700 ¥− ¥− ¥6,700 Net loss carryforwards 2,125 1,284 13,102
¥6,700 ¥− ¥− ¥6,700 Retirement benefits 1,098 989 10,092
Investment securities: Other 319 267 2,724
Marketable equity securities ¥ 104 ¥11 − ¥ 115 3,542 2,540 25,918
Non-marketable equity securities 11 − − 11 Valuation allowance (2,774) (1,737) (17,724)
Investment funds 82 − − 82 768 803 8,194
¥ 197 ¥11 ¥− ¥ 208 Total deferred tax assets 1,313 1,187 12,112
Thousands of U.S. dollars
Gross Gross Net deferred tax assets and other 1,313 1,187 12,112
Acquisition unrealized unrealized Book
2009 cost gains losses value
Deferred tax liabilities:
Held-to-maturity marketable securities: (Current)
Debt securities including investment trusts $68,367 $ − $− $68,367 Other (18) (10) (101)
$68,367 $ − $− $68,367 (Non-Current)
Investment securities: Special reserve for software development costs (484) (223) (2,276)
Marketable equity securities $ 1,061 $112 − $ 1,173 Net unrealized holding gains on securities (18) (4) (41)
Non-marketable equity securities 112 − − 112 (502) (227) (2,317)
Investment funds 837 − − 837 Total deferred tax liabilities (520) (237) (2,418)
$ 2,010 $112 $− $ 2,122 Net deferred tax assets ¥ 793 ¥ 950 $ 9,694

31 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 32
4.Severance and Retirement Plans 6.Leases
As explained in Note 1(l), the liabilities and expenses for severance and retirement benefits are determined based on the amounts The Company and its subsidiaries have cancelable and noncancelable long-term lease agreements, principally for office space,
obtained by actuarial calculation. Under the Japanese accounting standard, small domestic subsidiaries are allowed to provide machinery and computer equipment. Rental and lease expenses were ¥510 million in fiscal 2008 and ¥517 million (US$5,276
accrued severance and retirement costs at the amount required had all employees retired at the balance sheet date. thousand) in fiscal 2009.
Certain overseas subsidiaries have defined contribution plans. (Some overseas subsidiaries have unfunded defined benefit
plans for pension plans.)
The liabilities for severance and retirement benefits recognized in the consolidated balance sheet, severance cost, and actual
7.Segment Information
assumptions consist of the following: The Company and its subsidiaries are engaged in the development, marketing and technical support of solutions in relation to the
entire process from design to manufacturing, where computer-aided engineering (CAE), computer-aided design (CAD) and
computer-aided manufacturing (CAM) systems are included, for the electric and electronic industries in one segment.
Thousands of
Geographical segment information for the Company and its subsidiaries for the year ended March 31, 2008 and 2009 is as
Millions of yen U.S. dollars follows:
2008 2009 2009
Liabilities for severance and retirement benefits:
Projected benefit obligation ¥5,683 ¥4,506 $45,979
Plan assets at fair value (3,127) (1,946) (19,857) Millions of yen
Unfunded projected benefit obligation 2,556 2,560 26,122 Eliminations
2008 Japan Europe Other Total and corporate Consolidated
Unamortized actuarial gain (loss) 34 (26) (265)
Sales to third parties ¥15,736 ¥4,456 ¥1,827 ¥22,019 ¥ − ¥22,019
Accrued severance and retirement cost ¥2,590 ¥2,534 $25,857
Intersegment sales and transfers 759 604 36 1,399 (1,399) −
Total sales 16,495 5,060 1,863 23,418 (1,399) 22,019
Severance cost:
Cost of sales and selling, general
Service cost ¥ 177 ¥ 234 $ 2,388
and administrative expenses 14,212 4,673 1,648 20,533 (1,353) 19,180
Interest costs on projected benefit obligation 279 217 2,214
Operating income ¥ 2,283 ¥ 387 ¥ 215 ¥ 2,885 ¥ (46) ¥ 2,839
Expected return on plan assets (205) (172) (1,755)
Identifiable assets ¥17,657 ¥5,216 ¥2,208 ¥25,081 ¥12,605 ¥37,686
Amortization of actuarial gain (62) (81) (827)
Other 199 81 827
Severance and retirement benefit expenses ¥ 388 ¥ 279 $ 2,847

Millions of yen
Actuarial assumptions:
Eliminations
Discount rate 1.5%-5.8% 1.5%-6.3% 2009 Japan Europe Other Total and corporate Consolidated
Expected return on assets 4.5%-7.0% 5.6% Sales to third parties ¥14,047 ¥3,812 ¥1,988 ¥19,847 ¥ − ¥19,847
Intersegment sales and transfers 777 695 69 1,541 (1,541) −
Total sales 14,824 4,507 2,057 21,388 (1,541) 19,847
Cost of sales and selling, general
5.Net Assets
and administrative expenses 13,712 4,401 1,785 19,898 (1,511) 18,387
Japanese Corporate Law (“the Law”) provides that the entire amount paid for new shares is required to be designated as
Operating income ¥ 1,112 ¥ 106 ¥ 272 ¥ 1,490 ¥ (30) ¥ 1,460
common stock. However a company may, by a resolution of the Board of Directors, designate an amount not exceeding one half
of the price of the new shares as additional paid-in capital, which is included in capital surplus. Identifiable assets ¥16,948 ¥4,743 ¥2,328 ¥24,019 ¥11,515 ¥35,534
Under the Law, in cases where dividend distribution of surplus is made, the smaller of an amount equal to 10% of the
dividend or the excess, if any, of 25% of common stock over the total of additional paid-in capital and legal earnings reserve must
be set aside as additional paid-in-capital or legal earnings reserve. Legal earnings reserve is included in retained earnings in the
Thousands of U.S. dollars
accompanying consolidated balance sheets.
Under the Law, legal earning reserve and additional paid in capital could be used to eliminate or reduce a deficit or could be Eliminations
2009 Japan Europe Other Total and corporate Consolidated
capitalized by resolution of the shareholders’ meeting.
Sales to third parties $143,337 $38,898 $20,285 $202,520 $ − $202,520
Additional paid-in capital and legal earnings reserve may not be distributed as dividends. However, all additional paid-in-
Intersegment sales and transfers 7,929 7,091 704 15,724 (15,724) −
capital and all legal earnings reserve may be transferred to other capital surplus and retained earnings, respectively, which are
Total sales 151,266 45,989 20,989 218,244 (15,724) 202,520
potentially available for dividends.
Cost of sales and selling, general
The maximum amount that the Company can distribute as dividends is calculated based on the non-consolidated financial
statements of the Company in accordance with laws and regulations. and administrative expenses 139,918 44,908 18,214 203,040 (15,418) 187,622
At the General Shareholders’ Meeting held on June 26, 2009, the shareholders resolved cash dividends amounting to Operating income $ 11,348 $ 1,081 $ 2,775 $ 15,204 $ (306) $ 14,898
¥177 million ($1,806 thousand), which was paid to shareholders on record as of March 31, 2009. Identifiable assets $172,939 $48,398 $23,755 $245,092 $117,500 $362,592

33 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 34
Independent Auditors’ Report

Unallocated corporate assets consist primarily of cash and cash equivalents, marketable securities and investment securities. To the Board of Directors of
The amounts of the above assets are ¥15,691 million in fiscal 2008 and ¥14,540 million (US$148,367 thousand) in fiscal 2009, ZUKEN Inc.:
respectively.
We have audited the accompanying consolidated balance sheets of ZUKEN Inc. and consolidated subsidiaries as of March 31,
2009 and 2008, and the related consolidated statements of income, changes in net assets and cash flows for the years then
8.Overseas Sales Information ended expressed in Japanese yen. These consolidated financial statements are the responsibility of the Company’s manage-
Overseas sales of the Company and its subsidiaries (export sales of the Company and domestic subsidiaries plus sales of ment. Our responsibility is to independently express an opinion on these consolidated financial statements based on our
overseas consolidated subsidiaries) for the years ended March 31, 2008 and 2009 are summarized as follows: audits.

We conducted our audits in accordance with auditing standards generally accepted in Japan. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
Thousands of misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
Millions of yen U.S. dollars
statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
2008 2009 2009
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
Overseas sales opinion.
Europe ¥ 4,398 ¥ 3,778 $ 38,551
Other 2,138 2,226 22,714 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
Total overseas sales 6,536 6,004 61,265 position of ZUKEN Inc. and subsidiaries as of March 31, 2009 and 2008, and the results of their operations and their cash flows
Consolidated net sales ¥22,019 ¥19,847 $202,520 for the years then ended, in conformity with accounting principles generally accepted in Japan.

Percentage of overseas sales in consolidated net sales 2008 2009 As described in Note 9 to the consolidated financial statements, ZUKEN Inc. spun off its SoC business unit on June
Europe 20.0% 19.0% 1, 2009, which was taken over by ELMIC WESCOM, INC. and ELMIC WESCOM, INC. became a consolidated subsidiary of
Other 9.7 11.3 ZUKEN Inc.
Total 29.7% 30.3%
The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year ended March 31, 2009
are presented solely for convenience. Our audit also included the translation of yen amounts into U.S. dollar amounts and, in
our opinion, such translation has been made on the basis described in Note 1(b) to the consolidated financial statements.

9.Subsequent Events
On June 1, 2009, the Company spun off its SoC business unit, which was taken over by ELMIC WESCOM, INC.(EW) under
an agreement signed between both companies on April 20, 2009, which was approved at board of directors' meeting. The
assets and liabilities of SoC business unit at June 1, 2009, which were excluded from the Company’s accounts amounted to
¥161 million (US$1,643 thousand) and ¥16 million (US$163 thousand), respectively.
Based on the agreement, on June 1, 2009, the Company received 1,047,490 shares of EW's common stock and conse-
quently owns 2,539,690 shares of EW, equivalent to 40.4% of shareholders’ voting rights. As a result, EW changed its name
to ZUKEN ELMIC, INC. and its status changed from an affiliated company to a consolidated subsidiary by the standard of the
real control power.

Tokyo, Japan
June 26, 2009

35 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 36
Subsidiaries and Affiliates (As of March 31, 2009) Corporate Information (As of March 31, 2009)

BUSINESS LOCATIONS IN JAPAN (European Headquarters) ASIA Domestic ZUKEN Inc. Board of Directors (As of June 26, 2009)
Airport Business Centre,
Head Office, Sales and R&D Center Am Soeldnermoos 17, ■ KOREA Zsas (Zuken Support and Service) Inc. Head Office, Sales and R&D Center
2-25-1 Edahigashi, Tsuzuki-ku, D-85399 Hallbergmoos, Germany ZUKEN KOREA Inc. Outsourcing and personnel agency in
Yokohama, Kanagawa 224-8585 Tel: 49 (89) 607696-00 Sales of EDA solutions, etc. the EDA and IT solution fields 2-25-1 Edahigashi, Tsuzuki-ku, Yokohama,
Tel: 81 (45) 942-1511 Capital: KRW500,000,000 Capital: JPY147,700,000 Kanagawa 224-8585, Japan
(EMC Technology Center) Proportion of stock held: 100% Proportion of stock held: 87.8%
Tel: 81 (45) 942-1511 Fax: 81 (45) 942-1599
Center Minami Office Vattmannstraße 3 DongNam YuHwa Bldg 3F, 1001-10, YS Shin-Yokohama Bldg.,
Zuken Center Minami Building, 2-15-10 Shin-Yokohama, Kouhoku-ku, http://www.zuken.com/ Makoto Kaneko Jinya Katsube
D-33100 Paderborn, Germany Daechi-Dong, Kangnam-ku,
32-11 Chigasaki-Chuou, Tsuzuki-ku, Yokohama, Kanagawa 222-0033 President and COO and
Tel: 49 (0) 5251-150-600 Seoul 135-283, Korea
Yokohama, Kanagawa 224-8580 Representative Director Representative Director
Tel: 82-2-564-8031 Tel: 81 (45) 471-2334 Date of Establishment
Tel: 81 (45) 942-1300 ZUKEN E3 GmbH
Development and sales of wire ■ SINGAPORE Zuken NetWave Inc. December 17, 1976
Shin-Yokohama Office harness design software, etc. ZUKEN SINGAPORE Pte. Ltd. Sales of and consulting for
Zuken Shin-Yokohama Building, Capital: EUR150,000 Sales of EDA solutions, etc. network systems
Number of Employees
3-1-1 Shin-Yokohama, Kouhoku-ku, Proportion of stock held: 74.9% Capital: SGD1,250,000 Capital: JPY150,000,000
Yokohama, Kanagawa 222-8505 Lämmerweg 55, D-89079 Ulm, Proportion of stock held: 100% Proportion of stock held: 86.1% 561 (Consolidated: 1,274)
Tel: 81 (45) 473-6868 Germany Zuken Shin-Yokohama Building, Yoshinori Onoue Toshihiro Shimauchi
152 Beach Road, #22-05 Gateway
3-1-1 Shin-Yokohama, Kouhoku-ku, Senior Managing Senior Managing
Tel: 49-7305-9309-0 East, Singapore 189721
Kansai Regional Office * The name of the former IBCIM-Team GmbH Yokohama, Kanagawa 222-8505 Common Stock Director Director
Tel: 65-6392-5855
Doujima Avanza,1-6-20 Doujima, was changed to its current name on April 1, Tel: 81 (45) 473-6821
Kita-ku, Osaka 530-0003 2009. Authorized: 86,525,700 shares
■ CHINA
Tel: 81 (6) 6343-1141 ZUKEN (SHANGHAI) Inventure Inc. Issued: 27,903,669 shares
(Office Hannover) Development and sales of IP and
TECHNICALCENTER Co., Ltd. Number of Shareholders: 14,422
Nagoya Regional Office Oldenburger Allee 45 IP-related products
Hannover D-30659 Germany EDA solution consulting and
Nagoya Intercity, 1-11-11 Nishiki maintenance Capital: JPY109,000,000
Naka-ku, Nagoya, Aichi 460-0003 Tel: 49-511646679-0 Paid-in Capital
Capital: CNY1,655,000 Proportion of stock held: 82.6%
Tel: 81 (52) 222-3131 Zuken Shin-Yokohama Building Yasuo Ueno Kazuhiro Kariya
(Office Wettingen) Proportion of stock held: 100% ¥10,117,065,000 Director Director
Room 408, Pacheer Commercial 3-1-1 Shin-Yokohama, Kouhoku-ku,
Sendai Regional Office Jurastrasse 58 Wettingen Yokohama, Kanagawa 222-8505
5430 Switzerland Centre, No. 555 Nanjing West Road,
Sendai Dai-ichi Seimei Tower Building, Shanghai 200041, Tel: 81 (45) 477-3377 Stock Listing
4-6-1 Ichibancho, Aoba-ku, Sendai, Tel: 41-564370890
People’s Republic of China
Miyagi 980-0811 CAD Lab. Inc. Tokyo Stock Exchange (Ticker Code: 6947)
■ FRANCE Tel: 86-21-3218-1784
Tel: 81 (22) 267-9055 3D mechanical design CAD consulting
ZUKEN S.A. Capital: JPY50,000,000
Sales of EDA solutions, etc. ZUKEN Inc. Shanghai Independent Auditor
Rep. Office Proportion of stock held: 100%
Capital: EUR1,287,000 Zuken Center Minami Building, Yoshikazu Soma Gerhard Lipski
Room 408, Pacheer Commercial KPMG AZSA & Co.
Proportion of stock held: 100% 32-11 Chigasaki-Chuou, Tsuzuki-ku, Director Director
CONSOLIDATED Bâtiment Theta 2, Centre, No. 555 Nanjing West Road,
SUBSIDIARIES AND Shanghai 200041, Yokohama, Kanagawa 224-8580
3 avenue du Canada, Tel: 81 (45) 948-5806
Transfer Agent for Common Stock
REPRESENTATIVE OFFICES ZAC de Courtaboeuf, People’s Republic of China
91974 Les Ulis Cédex, France Tel: 86-21-3218-1784 The Chuo Mitsui Trust and
Overseas Zuken Elmic Inc.
ZUKEN EAO/EUROPE Tel: 33 (0) 1-69-29-48-00 Development of the middleware Banking Company, Limited
ZUKEN Inc. Beijing Rep.
Office libraries essential to embedded system 3-33-1 Shiba, Minato-ku,
■ UNITED KINGDOM ■ ITALY development, software development Tokyo 105-8574, Japan
ZUKEN S.r.l. Room 1310, Air China Plaza No. 36,
ZUKEN Ltd. Xiao Yun Road, Chao Yang District, and support, and the development
Development of EDA solutions, etc., Sales of EDA solutions, etc. and sale of hardware
Capital: EUR65,000 Beijing 100027,
product sales People’s Republic of China Capital: JPY1,202,036,000
Capital: GBP8,550,000 Proportion of stock held: 100% Proportion of stock held:40.4%
Strada 2-Palazzo C4, 20090 Tel: 86-10-8447-5076
Proportion of stock held: 100% (Listed on the Tokyo Stock Exchange
Milanofiori, Assago, Milan, Italy MOTHERS Section)
Tel: 39-02-575921 ZUKEN Inc. Shenzhen Rep. Stock Price Data Yen Principal Shareholders
ZUKEN UK Ltd. Office Head Office
Sales of EDA solutions, etc. Room 705, International Culture 2F Zuken Shin-Yokohama Bldg., 1,500 Number of shares held Percentage of
Capital: GBP1,954,000 ■ NETHERLANDS 3-1-1,Shin-Yokohama, Kouhoku-ku,
Name
(Thousands) shares held
ZUKEN B.V. Building, No. 3039, Shennanzhong
Proportion of stock held: 100% Road, Shenzhen, Guangdong Yokohama, Kanagawa 222-8505,
Sales of EDA solutions, etc. Tel: 81 (45) 624-8111 Makoto Kaneko 4,500 16.12
Capital: EUR15,000 518033, People’s Republic of China
ZUKEN Group Ltd. Tel: 86-755-83297510
* The company Elmic Wescom Inc. acquired 1,000 Kaneko Makoto Holdings Co., Ltd. 3,240 11.61
Overall control of U.K. operations Proportion of stock held: 100% the above voting rights and became a con-
Schepenlaan 18/A, solidated subsidiary of Zuken in accor- The Master Trust Bank of Japan, Ltd. (trust account) 1,389 4.97
Capital: GBP9,910,000 ■ TAIWAN dance with effective controlling interest stan-
Proportion of stock held: 100% NL-6002 EE Weert, The Netherlands Japan Trustee Services Bank, Ltd. (trust account) 1,131 4.05
Tel: 31 (0) 495-583377 ZUKEN TAIWAN Inc. dards on June 1, 2009. Elmic Wescom Inc.
500
1500 Aztec West, Almondsbury, Sales of EDA solutions, etc. changed to its current name on July 1, 2009. Japan Trustee Services Bank, Ltd. (trust account 4G) 1,097 3.93
Bristol BS32 4RF, U.K. Capital: TWD15,000,000
Tel: 44 (0) 1454-207800 ZUKEN Northern Trust Company (AVFC) Sub-account
EAO/NORTH AMERICA Proportion of stock held: 100% EQUITY-METHOD AFFILIATE 889 3.18
0
American Client
9F-2, No. 159, Sec.1, Keelung Road,
■ GERMANY Taipei, 110, Taiwan Chip One Stop, Inc. 2007.4 2007.10 2008.4 2008.10 2009.3 Nippon Life Insurance Company 803 2.87
ZUKEN GmbH ■ UNITED STATES Management of an online marketplace
ZUKEN USA Inc. Tel: 886-2-7718-1116 Fusao Wada 800 2.86
Development of EDA solutions, etc., for urgent and/or small volume
product sales Sales of EDA solutions, etc. deliveries of electronic components Mineko Kaneko
* Currency codes comply with the ISO inter- 580 2.07
Capital: EUR639,000 Capital: USD9,000,000 national currency code. Capital: JPY953,444,000
Proportion of stock held: 100% State Street Bank and Trust Company 505044 568 2.03
Proportion of stock held: 100% Proportion of stock held: 28.6%
238 Littleton Road, Suite 100, (Listed on the Tokyo Stock Exchange In addition to the shares listed above, the Company holds 2,647 thousand shares of treasury stock.
Westford, MA 01886, U.S.A. MOTHERS Section)
Tel: 1-978-692-4900 Sumitomo Fudosan Shin-Yokohama
Bldg. 4F, 2-5-5 Shin-Yokohama, Kouhoku-
ku, Yokohama, Kanagawa 222-8525
Tel: 81 (45) 470-8750

37 ZUKEN Inc. ANNUAL REPORT 2009 ZUKEN Inc. ANNUAL REPORT 2009 38
Zuken Inc.
2-25-1 Edahigashi, Tsuzuki-ku,
Yokohama, Kanagawa 224-8585, Japan
Tel: 81 (45) 942-1511
Fax: 81 (45) 942-1599
http://www.zuken.com/

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